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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership 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/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
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 York without regard to principles of each party heretoconflicts of law. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company, the Guarantors and the UnderwritersInitial Purchasers. 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 TENNECO INC. By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Karex X. Xxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Karex X. Xxxx Title: Vice President and & Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned. Citigroup Global Markets Inc. Xxxxxxx LynchSALOXXX XXXXX XXXNEY INC., Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC and the Initial Purchasers listed on Schedule I hereto By: CITIGROUP GLOBAL MARKETS INCSaloxxx Xxxxx Xxxnxx Xxx. By: /s/ Xxxxxxx Xxxxx Stepxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxx Stepxxx Xxxxxxxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX Vice President 34 SCHEDULE I INITIAL PURCHASERS' PRINCIPAL AMOUNT OF SECURITIES TO BE PURCHASED NAME AMOUNT ---- ------ Saloxxx Xxxxx Xxxney Inc. $ 225,000,000 Credit Suisse First Boston Corporation 62,500,000 Morgxx Xxxnxxx & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INCXo. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES Incorporated 37,500,000 Banc of America Securities LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx 37,500,000 Chase Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays 37,500,000 Bear, Steaxxx & Xo. Inc. 17,500,000 BNY Capital Markets 10,000,000 Banc One Capital Markets 10,000,000 Commerzbank Capital Markets Corporation 10,000,000 Nesbxxx Xxxnx Xxxurities Inc. 362,472 Xxxxxxx Xxxxx & Associates8,750,000 First Union Securities, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I8,750,000 ING Barings 8,750,000 Scotia Capital Markets (USA) Inc. 8,750,000 Societe Generale 8,750,000 TD Securities 8,750,000 --------- TOTAL: $ 500,000,000 =========== AUTOMOTIVE SUBSIDIARIES JURISDICTION OF OWNED BY AND INCORPORATION/ NAME PERCENTAGE OWNED ORGANIZATION ---- ---------------- ------------ Tenneco Automotive Inc. Tenneco Inc./100% Delaware Tenneco International Holding Corp. Tenneco Inc./100%(a) Delaware ---------- (a) As of consummation of the Spin-Off Transactions. 36 EXHIBIT A [Form of Registration Rights Agreement] (executed and filed as Exhibit 10.23 to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 the Registration Statement No. 333-155671 September 9with which this is filed) 37 EXHIBIT B [Form of Opinion of Jenner & Block] October __, 2009 Plains All American Pipeline1999 SALOXXX XXXXX XXXNEY INC., L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table other Initial Purchasers listed on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC I hereto c/o Citigroup Global Markets Inc. 000 Saloxxx Xxxxx Xxxnxx Xxx. 388 Xxxxxxxxx Xx., 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx XX 00000 Ladies Xxdies and Gentlemen: This letter is being delivered We have acted as special counsel to you Tenneco Inc., a Delaware corporation (the "Company"), in connection with the proposed Underwriting execution, delivery and performance by the Company of the Purchase Agreement among Saloxxx Xxxxx Xxxney Inc., the other Initial Purchasers and the Company dated October 8, 1999 (the “Underwriting "Purchase Agreement”) among Plains All American Pipeline"), L.P., a Delaware limited partnership pursuant to which the Initial Purchasers are purchasing an aggregate principal amount of $500 million 115/8% Senior Subordinated Notes due 2009 (the “Partnership”) and Citigroup Global Markets Inc."Notes"), Xxxxxxx Lynchto be issued pursuant to an indenture dated as of October __, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter 1999 (the “Underwriters”"Indenture") relating between the Company and The Bank of New York, as Trustee. This opinion is being delivered pursuant to an underwritten public offering of common units representing limited partner interests Section 7(e) of the PartnershipPurchase Agreement. To induce you and Initially capitalized terms not defined herein have the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined definitions set forth in the Underwriting Purchase Agreement) in connection with (i) . For purposes of our opinion, we have examined the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan following documents (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]"Documents"):
Appears in 1 contract
Samples: Assumption Agreement (TMC Texas Inc)
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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Parties and the Underwriters. Very truly yours, PAA NATURAL GAS STORAGE , L.P. By: PNGS GP LLC, its General Partner By: Name: [ ] Title: [ ] PNGS GP LLC By: Name: [ ] Title: [ ] 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/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx [ ] Title: Vice President and Treasurer [ ] Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Barclays Capital Inc. UBS Securities LLC Citigroup Global Markets Inc. Xxxxx Fargo Securities, LLC For themselves and as Representatives of the several Underwriters named in Schedule I hereto By: BARCLAYS CAPITAL INC. By: Name: Title: By: UBS SECURITIES LLC By: Name: Title: By: Name: Title: By: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: By: XXXXX FARGO SECURITIES, LLC. By: Name: Title: Signature Page to Underwriting Agreement SCHEDULE I Number of Firm Units Underwriter to be Purchased Barclays Capital Inc. UBS Securities LLC Citigroup Global Markets Inc. Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, Xxxxxxx Xxxxxxxx and Company LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & AssociatesCompany, Inc. 362,472 Xxxxx Fargo SecuritiesRBC Capital Markets Corporation Xxxxxx, LLC 362,472 Xxxxxxxx & Company, Incorporated Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B I to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to Number of Units: 10,000,000 Public offering price for the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering priceUnits: $46.70 [___] per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A LIST OF JURISDICTIONS OF FOREIGN QUALIFICATION Entity Jurisdiction in which registered or qualified PAA Natural Gas Storage, L.P. Louisiana, Michigan, Texas Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California Louisiana PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO PAA Natural Gas Storage, LLC Louisiana, Michigan, Texas Rocky Mountain Pipeline System Bluewater Natural Gas Holding, LLC Utah Michigan Bluewater Gas Storage, LLC Michigan BGS Xxxxxxx Gas Storage LLC Michigan Pine Prairie Holding LLC Louisiana Pine Prairie Energy Center, LLC Louisiana PPEC Bondholder, LLC Louisiana EXHIBIT B September 9[ ], 2009 Plains All American Pipeline2010 PAA Natural Gas Storage, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Barclays Capital Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Citigroup Global Markets Inc. Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters c/o Citigroup Global Markets Barclays Capital Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o UBS Securities LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American PipelinePAA Natural Gas Storage, L.P., a Delaware limited partnership (the “Partnership”) ), PNGS GP LLC, a Delaware limited liability company, Plains All American Pipeline, L.P., a Delaware limited partnership, and Barclays Capital Inc. UBS Securities LLC, Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto LLC, as representatives of the several Underwriters named in Schedule I therein as an underwriter (the “Underwriters”) ), relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) or any security convertible into Common Units as a bona fide gift; provided that in connection with the case of any such transfer (i) each donee or distributee shall sign and deliver a lock up letter substantially in the exercise, termination or other disposition form of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) this letter and (ii) sales no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Common Units, shall be required or shall be voluntarily made during the restricted period referred to pay tax liabilities associated with in the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Planforegoing sentence, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange EXHIBIT B Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 180 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this letter shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless waive such extension in writing. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this letter during the period from the date of this letter to and including the 34th day following the expiration of the Lock-Up Period, it will give notice thereof to the Partnership and will not consummate such transaction or take any such action unless it has received written confirmation from the Partnership that the Lock-Up Period (as such may have been extended pursuant to this paragraph) has expired. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholderunitholder] [Name and address of officer, director or common unitholder] EXHIBIT B-1 LIST OF PARTIES TO EXECUTE LOCK-UP AGREEMENTS Name Position Xxxx X. Xxxxxxxxx Chairman of the Board, Chief Executive Officer and Director Xxxxx X. Xxxxxxx Vice Chairman and Director Xxxx Xxxxxxx President and Director Xx Xxxxxxx Senior Vice President, Chief Financial Officer and Director Xxxxxxx XxXxx Vice President — Legal and Business Development and Secretary Xxxxxx Xxxx Director Xxxx X. Xxxxxxx Vice President — Accounting and Chief Accounting Officer Plains All American Pipeline, L.P. Unitholder]
Appears in 1 contract
Samples: Underwriting Agreement (Paa Natural Gas Storage Lp)
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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership 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/ Xxxxxx Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxx Xxxxxxx Xxxxxxxxx-Xxxxx Title: Senior Vice President and Treasurer PAA FINANCE CORP. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Senior 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. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx MUFG Securities Americas Inc. UBS SMBC Nikko Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & AssociatesAmerica, Inc. Xxxxx Fargo Truist Securities, LLC Inc. As Representatives of the several Underwriters By: CITIGROUP GLOBAL MARKETS INC. Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED MUFG Securities Americas Inc. By: /s/ Xxxxx XxXxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx XxXxxxx X. Xxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Director Title: Managing Director By: X.X. XXXXXX SECURITIES INC. SMBC Nikko Securities America, Inc. By: Truist Securities, Inc. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC Xxxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxxxxxxx Xxxxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Title: Associate Managing Director Title: Authorized Signatory Underwriters’ Signature Page to Underwriting Agreement SCHEDULE I-A Plains All American Pipeline, L.P. Number I Underwriters Principal Amount of Firm Units Underwriter Notes to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch$ 65,000,000 MUFG Securities Americas Inc. 65,000,000 SMBC Nikko Securities America, PierceInc. 65,000,000 Truist Securities, Xxxxxx & Xxxxx Incorporated 610,480 Inc. 65,000,000 Barclays Capital Inc. 25,072,000 BMO Capital Markets Corp. 25,072,000 BofA Securities, Inc. 25,072,000 CIBC World Markets Corp. 25,072,000 ING Financial Markets LLC 25,072,000 X.X. Xxxxxx Securities Inc. 610,480 UBS LLC 25,072,000 Mizuho Securities USA LLC 25,071,000 PNC Capital Markets LLC 25,071,000 RBC Capital Markets, LLC 25,071,000 Regions Securities LLC 610,480 Barclays 25,071,000 Scotia Capital (USA) Inc. 362,472 Xxxxxxx Xxxxx & Associates25,071,000 TD Securities (USA) LLC 25,071,000 U.S. Bancorp Investments, Inc. 362,472 25,071,000 Xxxxx Fargo Securities, LLC 362,472 25,071,000 BBVA Securities Inc. 13,000,000 Xxxxxx Xxxxxxx & Co. LLC 13,000,000 Zions Direct, Inc. 13,000,000 Total 3,529,337 Schedule I$ 650,000,000 SCHEDULE II Filed Pursuant to Rule 433 Registration No. 333-A to Underwriting Agreement SCHEDULE I-B 259387 June 17, 2024 Final Term Sheet $650,000,000 5.700% Senior Notes due 2034 Issuers: Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynchand PAA Finance Corp. Ratings*: [Ratings Intentionally Omitted] Security Type: Senior unsecured Legal Format: SEC-registered Pricing Date: June 17, Pierce2024 Settlement Date (T+7): June 27, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade 2024 Maturity Date: September 915, 2009 Settlement Date2034 Principal Amount: $650,000,000 Benchmark Treasury: UST 4.375% due May 15, 2034 Benchmark Treasury Yield: 4.273% Spread to Benchmark Treasury: +143 bps Yield to Maturity: 5.703% Coupon: 5.700% Public Offering Price: 99.953% Net Proceeds (after deducting the underwriting discount and estimated offering expenses): $643.27 million Make-Whole Call: U.S. Treasury + 25 bps Call at Par: On or after June 15, 2034 Interest Payment Dates: March 15 and September 1415, 2009 Issuer Symbolbeginning on March 15, 2025 CUSIP / ISIN: PAA Exchange: NYSE CUSIP: 000000000 72650R BP6 / US72650RBP64 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx LynchMUFG Securities Americas Inc. SMBC Nikko Securities America, PierceInc. Truist Securities, Xxxxxx & Xxxxx Incorporated Inc. Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities, Inc. CIBC World Markets Corp. ING Financial Markets LLC X.X. Xxxxxx Securities Inc. UBS LLC Mizuho Securities USA LLC PNC Capital Markets LLC RBC Capital Markets, LLC Regions Securities LLC Co-Managers: Barclays Scotia Capital (USA) Inc. Xxxxxxx Xxxxx & AssociatesTD Securities (USA) LLC U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column Co-Managers: BBVA Securities Inc. Xxxxxx Xxxxxxx & Co. LLC Zions Direct, Inc. * 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 Capitalization table notes is expected to be made against payment therefor on page S-10 or about June 27, 2024, which is the seventh business day following the date of pricing of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also notes (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together settlement being referred to as “relevant personsT+7”). The prospectus supplement and its contents Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are confidential required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the first business day before delivery will be required, by virtue of the fact that the Notes initially will settle in T+7, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contentsconsult their own advisors. The issuer has issuers have filed a registration statement (including a base prospectus) and a prospectus supplement with the SEC 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 issuer has issuers have filed with the SEC for more complete information about the issuer issuers and this offering. You may get these documents for free by visiting XXXXX on the SEC Web web site at xxxx://xxx.xxx.xxxxxx.xxx.xxx. Alternatively, the issuerissuers, 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. collect at 1-800-831-9146, MUFG Securities Americas Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx SMBC Nikko Securities America, Inc. toll-free at 0-000-000-0000 or UBS Securities LLC Truist Securities, Inc. toll-free at 10-888000-827000-72750000. Schedule II Not for retail investors in the European Economic Area (“EEA”) or the United Kingdom. No key information document (KID) as required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) or as required by the PRIIPs Regulation as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018, as amended, has been prepared as not available to Underwriting Agreement retail investors in the EEA or the United Kingdom, respectively. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Xxxxxxxxx or another email system. SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO Oryx Permian Basin Pipeline LLC Plains West Coast Terminals Oryx Permian Basin Marketing LLC Rocky Mountain Oryx Delaware Oil Transport LLC Oryx Midland Oil Gathering LLC Cactus II Pipeline System LLC Schedule III to Underwriting Agreement Plains Capline LLC Red River Pipeline Company LLC SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group Plains Oryx Permian Basin Pipeline LLC Plains Products Terminals Oryx Permian Basin Marketing LLC Oryx Delaware Oil Transport LLC Oryx Midland Oil Gathering LLC Cactus II Pipeline LLC Plains Marketing Canada Capline LLC Plains Midstream GP Red River Pipeline Company LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement 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 Marketing AAP, L.P. Texas Plains All American GP Inc. 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 Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing CanadaAlberta, L.P. Manitoba, Ontario, Saskatchewan, CaliforniaBritish Columbia, LouisianaQuebec, MarylandNova Scotia, MichiganNew Brunswick Plains Oryx Permian Basin Pipeline LLC New Mexico, North DakotaTexas Plains Oryx Permian Basin Marketing LLC New Mexico, Texas Oryx Delaware Oil Transport LLC New Mexico, Texas Oryx Midland Oil Gathering LLC N/A Cactus II Pipeline LLC Texas Plains Capline LLC N/A Red River Pipeline Company LLC Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9CHIEF FINANCIAL OFFICER’S CERTIFICATE June 17, 2009 2024 The undersigned, in his capacity as the Chief Financial Officer of Plains All American PipelineGP LLC, L.P. Public Offering a Delaware limited liability company, which is the general partner of Common Units Citigroup Global Markets Inc. Xxxxxxx LynchPlains AAP, PierceL.P., Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associatesa Delaware limited liability partnership, Inc. Xxxxx Fargo Securitieswhich is the sole member of PAA GP LLC, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx.a Delaware limited liability company, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter which is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among 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 March 31, 2024. In addition, as of the date of this certificate, the total debt of the Partnership is approximately $7.7 billion. 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., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx MUFG Securities Americas Inc., UBS SMBC Nikko Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & AssociatesAmerica, Inc. and Xxxxx Fargo Truist Securities, LLC and any other party thereto named therein Inc. as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests representatives of the Partnershipseveral Underwriters. To induce you This certificate is to assist the Underwriters in conducting and documenting their investigation of the other underwriters to enter into affairs of the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) Partnership in connection with (i) the exercise, termination or other disposition offering of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (Notes covered by the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option PlanRegistration Statement, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, Pricing Disclosure Package and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable Wisconsin without reference to contracts made and to be performed within the State conflict of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that which together shall constitute one and the same instrument. If signed in counterparts, this Agreement and shall not become be effective unless when at least one counterpart hereof shall have been executed and delivered by or on behalf of each party hereto. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Partnership Company and the several Underwriters, including the Representatives, all in accordance with its terms. 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 CERUS CORPORATION By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Xxxxxx X. Xxxxx, Vice President and Treasurer Signature Page to Underwriting Agreement Legal Affairs of the Company The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx XXXXXX X. XXXXX & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, CO. INCORPORATED JMP SECURITIES LLC By: CITIGROUP GLOBAL MARKETS INCXXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Authorized Representative Cerus Corporation Schedule I Name of Underwriter Number of Firm Units Underwriter Shares to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx LynchXXXXXX X. XXXXX & CO. INCORPORATED 2,925,000 JMP SECURITIES LLC 1,575,000 Total 4,500,000 Cerus Corporation Schedule II Issuer Free Writing Prospectus Electronic Net Roadshow Free Writing Prospectus dated March 16, Pierce2006 EXHIBIT A FORM OF LOCK UP AGREEMENT February , Xxxxxx 2006 XXXXXX X. XXXXX & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities CO. INCORPORATED JMP SECURITIES LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column Representatives of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC several Underwriters c/o Citigroup Global Markets Inc. Xxxxxx X. Xxxxx & Co. Incorporated 000 Xxxx Xxxxxxxxx Xx.Xxxxxx Xxxxxxxxx, 00xx XX 00000 Dear Sirs: The undersigned understands that Xxxxxx X. Xxxxx Xxx Xxxx& Co. Incorporated (“Baird”) and JMP Securities, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered LLC, as Representatives of the several Underwriters, propose to you in connection with the proposed enter into an Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P.with Cerus Corporation, a Delaware limited partnership corporation (the “PartnershipCompany”), providing for the public offering (the “Public Offering”) and Citigroup Global Markets Inc.by the several Underwriters, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter including the Representatives (the “Underwriters”), of shares (the “Shares”) relating to an underwritten public offering of common units representing limited partner interests of the Partnershipcommon stock, $.001 par value of the Company (the “Common Stock”). To induce you and the other underwriters Underwriters that may participate in the Public Offering to enter into continue their efforts in connection with the Underwriting AgreementPublic Offering, the undersigned hereby agrees that, except for transfers without the prior written consent of Common Units (as defined in Baird on behalf of the Underwriting Agreement) in connection with (i) Underwriters, it will not, during the exercise, termination or other disposition period commencing on the date hereof and ending 90 days after the date of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan final prospectus relating to the Public Offering (the “Option PlanProspectus”): (1) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Planoffer, the undersigned will not offerpledge, sell, contract to sell, pledge sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersignedof, directly or indirectly, including any shares of Common Stock or any securities convertible into or exercisable or directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (whether such shares or any such securities are now owned by the filing (undersigned or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect ofare hereafter acquired), or establish (2) enter into any swap or increase a put equivalent position other arrangement that transfers to another, in whole or liquidate in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or decrease a call equivalent position within (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the meaning completion of the Public Offering, provided that no filing under Section 16 16(a) of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, and (c) transfers of shares by will or intestate succession to the rules and regulations undersigned’s family or to a trust, the beneficiaries of which are exclusively the undersigned or members of the Securities undersigned’s family; [to be included in the lock up agreements of Messrs. Xxxx, Xxxxxx and Xxxxx and (d) up to 1,200 shares of Common Stock], provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Commission promulgated thereunder with respect toAct, any reporting a reduction in beneficial ownership of shares of Common Units Stock, shall be required or any securities that are convertible intoshall be voluntarily made during the restricted period referred to in the foregoing sentence. In addition, or exercisable or exchangeable forthe undersigned agrees that, or that represent without the right to receiveprior written consent of Baird on behalf of the Underwriters, Common Units or any securities that are senior to or pari passu with Common Unitsit will not, or publicly announce an intention to effect any such transaction, for a during the period of 45 commencing on the date hereof and ending 90 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If Prospectus, make any demand for or exercise any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement)right with respect to, the agreement set forth above shall likewise be terminatedregistration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Yours very truly, [Signature The undersigned also agrees and consents to the entry of officer, director or common Unitholder] [Name stop transfer instructions with the Company’s transfer agent and address registrar against the transfer of officer, director or common Unitholder]the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. If:
Appears in 1 contract
Samples: Underwriting Agreement (Cerus Corp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable Wisconsin without reference to contracts made and to be performed within the State conflict of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that which together shall constitute one and the same instrument. If signed in counterparts, this Agreement and shall not become be effective unless when at least one counterpart hereof shall have been executed and delivered by or on behalf of each party hereto. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Partnership Company and the several Underwriters, including the Representatives, all in accordance with its terms. [Signature page follows] 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 BXXXX CORPORATION By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Bxxxxxx X. Bolens Name: Xxxxxxx Xxxxxxxxx-Xxxxx Bxxxxxx X. Bolens Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx RXXXXX X. XXXXX & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities CO. INCORPORATED CREDIT SUISSE SECURITIES (USA) LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo SecuritiesWACHOVIA CAPITAL MARKETS, LLC BMO CAPITAL MARKETS CORP. By: CITIGROUP GLOBAL MARKETS INCRXXXXX X. XXXXX & CO. INCORPORATED Acting as Representatives of the several Underwriters (including themselves) identified in Schedule I annexed hereto. By: /s/ Xxxxxxx Lxxxx X. Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Authorized Representative Bxxxx Corporation Schedule I Number of Firm Units Shares Name of Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx RXXXXX X. XXXXX & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities CO. INCORPORATED 2,000,000 CREDIT SUISSE SECURITIES (USA) LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities800,000 WACHOVIA CAPITAL MARKETS, LLC 362,472 800,000 BMO CAPITAL MARKETS CORP. 400,000 Total 3,529,337 4,000,000 Bxxxx Corporation Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number II Final Term Sheet Bxxxx Corporation Schedule III FINAL TERM SHEET In the event of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing an inconsistency between this Term Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 milliondated June 5, Working capital borrowings is $0 million2006, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and you should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on the information in this document or any Term Sheet. Issuer: Bxxxx Corporation Common Stock Symbol: BRC Title of its contentsSecurities: Class A Nonvoting Common Stock Number of Shares Offered: 4,000,000 Price to Public: $ 36.00 Class A Nonvoting Common Stock outstanding after the Offering*: 49,462,077 Over-allotment Option: 600,000 Underwriters: Rxxxxx X. Xxxxx & Co. Credit Suisse Wachovia Securities BMO Capital Markets *Based on the number of shares of Class A Nonvoting Common Stock outstanding as of April 30, 2006. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX EXXXX on the SEC Web site at xxxx://xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-collect (000-) 000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Exhibit A Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketingof the Company *Designates Significant Subsidiary State of Subsidiary Incorporation Stockholder Bxxxx Worldwide, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & AssociatesInc.* Wisconsin Tricor Direct, Inc. Xxxxx Fargo Securities(100%) Tricor Direct, LLC c/o Citigroup Global Markets Inc.* Delaware Bxxxx Corporation (100%) Bxxxx International Co. Wisconsin Bxxxx Worldwide, Inc. 000 Xxxxxxxxx Xx.(100%) Bxxxx Investment Co. Nevada Tricor Direct, 00xx Xxxxx Xxx XxxxInc. (100%) Emed Co, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement Inc.* New York Tricor Direct, Inc. (the “Underwriting Agreement”100%) among Plains All American PipelineWorldmark of Wisconsin, L.P.Inc. Delaware Bxxxx Corporation (100%) Pxxxxx Systems, a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associatesdba Electromark New York Bxxxx Worldwide, Inc. and Xxxxx Fargo Securities(100%) TruMed Technologies, LLC and any other party thereto named therein as an underwriter Inc. Minnesota Bxxxx Worldwide, Inc. (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement100%), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]
Appears in 1 contract
Samples: Underwriting Agreement (Brady Corp)
Applicable Law; Counterparts. This Agreement Agreement, and each Terms 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 YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. This Agreement Agreement, and each Terms Agreement, may be signed in various counterparts that which together constitute one and the same instrument. If signed in counterparts, this Agreement and each Terms Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company, the Trust, The Money Store and the UnderwritersUnderwriter. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. ATTEST [TRUST 199_-_] __________________________ By: PAA GP LLC__________________ Name: , its General Partner as Eligible Lender Title: Assistant Secretary Trustee By: PLAINS AAP, L.P., its Sole Member _____________________________ Name: Title: Senior Vice President TRANS-WORLD INSURANCE COMPANY By: PLAINS ALL AMERICAN GP LLC, its General Partner _____________________________ Name: Morton Dear Tixxx: Xxecutive Vice President THE MONEY STORE INC. By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx _____________________________ Name: Xxxxxxx Xxxxxxxxx-Xxxxx TitleMorton Dear Tixxx: Xxecutive Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS SMITH BARNEY INC. By_________________________________ Xxxx: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director ByExhibit A TRANS-WORLD INSURANCE COMPANY Auction Rate Asset Backed Notes TERMS AGREEMENT Dated ______, 199_ To: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED ByTRANS-WORLD INSURANCE COMPANY Re: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipelinedated ______, L.P. Number of Firm Units Underwriter 199_ Issuer: [Trust 199_-_] Series Designation: TERMS OF THE NOTES: Final Original Maturity Principal Interest Price to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 daysCLASS DATE AMOUNT RATE UNDERWRITER(1) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]---------
Appears in 1 contract
Applicable Law; Counterparts. This Agreement Agreement, and the Terms 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 YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. This Agreement Agreement, and the Terms Agreement, may be signed in various counterparts that which together constitute one and the same instrument. If signed in counterparts, this Agreement and the Terms Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Companies, the Trust, The Money Store and the UnderwritersUnderwriter. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. CLASSNOTES TRUST 1997-I By: PAA GP LLCTHE YORK BANK AND TRUST COMPANY, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner as Eligible Lender Trustee By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx NameRichard Bass Xxxx: Xxxxxxx Xxxxxxxxx-Xxxxx TitleRichard Bass Xxxxx: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted TRANS-WORLD INSURANCE COMPANY By: /s/ Michael Benoff Xxxx: Michael Benoff Xxxxx: Senior Vice President CLASSNOTES, INC. By: /s/ Michael Benoff Xxxx: Xichael Benoff Xxxxx: Xenior Vice President THE MONEY STORE INC. By: /s/ Michael Benoff Xxxx: Michael Benoff Xxxxx: Executive Vice President Confirmed as of the date first above writtenmentioned. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS SMITH BARNEY INC. By: By /s/ Xxxxxxx Xxxxx John Hupalo Name: Xxxxxxx Xxxxx Jxxx Xxxxxx Title: Director By: XXXXXXX LYNCHDirectox Exhibit A TRANS-WORLD INSURANCE COMPANY CLASSNOTES, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. ByAuction Rate Asset Backed Notes TERMS AGREEMENT Dated ______, 199_ To: /s/ Xxx XxxxxxxTRANS-Xxxxx NameWORLD INSURANCE COMPANY CLASSNOTES, INC. Re: Xxx XxxxxxxUnderwriting Agreement dated December __, 1997 Issuer: ClassNotes Trust 1997-Xxxxx TitleI Series Designation: Executive Director BySeries 1997-2 TERMS OF THE NOTES: UBS SECURITIES LLC ByFINAL MATURITY PRINCIPAL INTEREST PRICE TO CLASS DATE AMOUNT RATE UNDERWRITERS ----- -------------- --------- -------- ------------ --------- COLLATERAL: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter The Student Loans to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 included in the Collateral are as described in Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below First Supplemental Sale and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx XxServicing Agreement., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]
Appears in 1 contract
Samples: Terms Agreement (Classnotes Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriter each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. [The remainder of this page is left intentionally blank.] Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company and the UnderwritersUnderwriter. Very truly yours, PLAINS ALL AMERICAN PIPELINENEW YORK COMMUNITY BANCORP, 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: INC. /s/ Xxxxxx X. Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Senior Executive Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Chief Financial Officer CONFIRMED as of the date first above writtenmentioned. Citigroup Global Markets Inc. Xxxxxxx LynchXXXXXXX XXXXX & ASSOCIATES, Pierce, Xxxxxx & INC. By: /s/ Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. X. Xxxx Authorized Representative Senior Managing Director Corporate Syndicate Schedule I Name Number Firm Shares Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities15,540,000 Total: 15,540,000 Schedule II Subsidiaries of the Company New York Community Bank New York Commercial Bank Non-Banking Subsidiaries Long Island Financial Client Services Corp. Long Island Commercial Services Corp. New York Community Newco, Inc. Subsidiaries (Non-REIT) 1400 Corp. Bellingham Corp. Beta Investments, Inc. Blizzard Realty Corp. BSR 1400 Corp. CFS Investments, Inc. Eagle Rock Investment Corp. Ferry Development Holding Company Gramercy Leasing Services, Inc. The Hamlet On Olde Oyster Bay, LLC By(50% JV) The Hamlet at Willow Creek, LLC (50% JV) Mt. Sinai Ventures, LLC NYCB Community Development Corp. O.B. Ventures, LLC Pacific Urban Renewal Corp. Xxxxx X. Xxxxxxx & Co., Inc. RCBK Mortgage Corp. RCSB Corporation Richmond Enterprises Inc. Xxxxxx National Mortgage Corporation RSB Agency, Inc. Somerset Manor Holding Corp. Somerset Manor North Realty Holding Company, LLC Somerset Manor South Realty Holding Company, LLC Somerset Manor North Operating Company, LLC Somerset Manor South Operating Company, LLC Standard Funding Corp. Standard Funding of California, Inc. Woodhaven Investments, Inc. REIT Subsidiaries: CITIGROUP GLOBAL MARKETS INCColumbia Preferred Capital Corp. Ironbound Investment Company, Inc. Long Island Commercial Capital Corporation Omega Commercial Mortgage Corp. Richmond County Capital Corporation Xxxxxx Real Estate Asset Corp. Trusts: Haven Capital Trust II LIF Statutory Trust I New York Community Capital Trust V New York Community Capital Trust X New York Community Capital Trust XI PennFed Capital Trust II PennFed Capital Trust III Queens Capital Trust I Queens County Statutory Trust I Foundations: Long Island Commercial Bank Foundation Richmond County Savings Foundation South Jersey Savings Charitable Foundation The Xxxxxx Savings Foundation Inactive Subsidiaries: Bayonne Service Corp. BSR Corp. Columbia Funding Corporation Columbia Travel Services, Inc. Main Omni Realty Corp. MFO Holding Corp. Old Northern Company Ltd. Penn Savings Insurance Agency, Inc. PennFed Title Service Corporation Residential Mortgage Banking, Inc. Richmond REO, LLC RSB RNMC Re, Inc. Synergy Financial Services, Inc. VBF Holding Corporation Schedule III Officers and Directors Directors Xxxxxx X. Xxxxxxxx Chairman of the Board, President and CEO Xxxxxx X. Xxxxx Director Xxx X. Xxxxxxxxxx Director Xxxxxxx Xxxxxx Director Xxxxxx X. Xxxxxxx Director Xxxxxxx X. Frederick, MD Director Xxxx X. Xxxxxxx Director Xxxxx X. X’Xxxxxxx Director Xxxxxxx X. Xxxxxx Director Xxxxx X. Xxxxx Director Xxxx X. Xxxxxxxxx Director Xxxxxx X. Xxxxxxxxx Director Xxxxxxx X. Xxxxxx Director Xxx. By: /s/ Xxx X. Molinari Director Xxxxxx Xxxx Director, Senior Executive Vice President and Chief Operating Officer Executive Officers Xxxxxx X. Xxxxxxx Senior Executive Vice President and Chief Financial Officer Xxxxx Name: Xxxxxxx X. Xxxxxxxxx Senior Executive Vice President and Chief Lending Officer Xxxx X. Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx XxxxxxxExecutive Vice President and Chief Accounting Officer Annex I Issuer Free Writing Prospectuses included in the Pricing Disclosure Package Annex II Lock-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Up Agreement [Date] Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, LLC 362,472 Total 3,529,337 Schedule IXxxxxxx 00000 Re: New York Community Bancorp, Inc. (the “Company”) - Lock-A Up Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) relates to Underwriting Agreement SCHEDULE I-B Plains All American Pipelinethe proposed public offering (the “Offering”) by New York Community Bancorp, L.P. Number Inc., a Delaware corporation (the “Company”), of Firm Units Underwriter its common stock, $.01 par value (the “Common Stock”). In order to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynchinduce you to underwrite the Offering, Piercethe undersigned hereby agrees that, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 without the prior written consent of Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities(“Xxxxxxx Xxxxx”), LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to during the securities described below and should be read together with period from the preliminary prospectus dated September 8, 2009 and date hereof until ninety 90 days from the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column date of the Capitalization table on page S-10 of final prospectus for the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 Offering (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant personsLock-Up Period”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreementa) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersignednot, directly or indirectly, including offer, sell, agree to offer or sell, solicit offers to purchase, grant any call option or purchase any put option with respect to, pledge (except for pledges of Common Stock existing on the filing date hereof to secure margin loan accounts of the undersigned), borrow or otherwise dispose of any Relevant Security (or participation in the filingas defined below), and (b) of a registration statement with the Securities and Exchange Commission in respect of, or will not establish or increase a any “put equivalent position position” or liquidate or decrease a any “call equivalent position position” with respect to any Relevant Security (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that nothing herein shall prevent the undersigned from (i) effecting sales of Common Stock pursuant to a written plan, in effect as of the date hereof, as contemplated pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, or (ii) exercising employee stock options by using previously held shares of Common Stock to cover the applicable exercise price and Exchange Commission promulgated thereunder from authorizing the Company to withhold the shares of Common Stock received upon such exercise to satisfy applicable tax withholding obligations; and provided further, however, that any shares of Common Stock received by the undersigned in connection with such exercise shall be subject to the terms hereof. In addition and notwithstanding the foregoing, with respect toto the period from (and including) the 46th day to (and including) the 90th day of the Lock-Up Period only, nothing herein shall prevent the undersigned from disposing of shares of Common Stock acquired in connection with the exercise of stock options pursuant to the Company’s stock compensation plans to satisfy tax obligations arising during the Lock-Up Period with respect to such exercise. As used herein “Relevant Security” means the Common Stock, any Common Units other equity security of the Company or any securities that are of its subsidiaries and any security convertible into, or exercisable or exchangeable for, any Common Stock or that represent other such equity security. Notwithstanding the right to receivepreceding paragraph, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 if (1) during the last 17 days after the date of the Prospectus Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (as defined in 2) prior to the Underwriting Agreement) (expiration of the “Lock-Up Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period”) , the restrictions imposed by the immediately preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Xxxxxxx Xxxxx waives, in writing, such extension. The undersigned acknowledges that the Company has agreed in the underwriting agreement for the Offering to provide notice to the undersigned of any event that would result in an extension of the Lock-Up Period pursuant to this paragraph, and the undersigned agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which the undersigned is the record holder and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record holder, agrees during the Lock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. The undersigned hereby further agrees that, without your the prior written consent. If for any reason consent of Xxxxxxx Xxxxx, during the Underwriting Agreement is terminated before Lock-up Period the applicable Delivery Date undersigned (as defined x) will not file or participate in the Underwriting Agreement)filing with the Securities and Exchange Commission of any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (y) will not exercise any rights the undersigned may have to require registration with the Securities and Exchange Commission of any proposed offering or sale of a Relevant Security. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and that this Agreement constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon request, the agreement set forth undersigned will execute any additional documents necessary in connection with enforcement hereof. Any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned from the date first above written. This Agreement shall likewise be terminatedgoverned by and construed in accordance with the laws of the State of New York. Yours very trulyDelivery of a signed copy of this letter by facsimile transmission shall be effective as delivery of the original hereof. Very truly yours, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]By: Print Name:
Appears in 1 contract
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 which 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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Fund, the Adviser, the Sub-Adviser and the several 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/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx NEUBERGER BERMAN REAL ESTATE INCOME FUND INC. By:/s/Peter E. Sundman ------------------- Title: Chief Executive Officer NEUBERGER BERMAN MANAGEMENT INC. By:/s/Peter E. Sundman ------------------- Title: President NEUBERGER BERMAN, LLC By:/s/Peter E. Sundman ------------------- Title: Executive Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Under- writers named in Schedule I hereto. Citigroup Global Markets AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS A.G. EDWARDS & SONS, INC. Xx: /x/ Michael D. Bluhm ------------------------ Name: Michael Bluhm Title: Xxxx Xxxxxxxnt SCHEDULE I Underwriter Number of Shares ----------- ---------------- A.G. Edwards & Sons, Inc. Xxxxxxx Lynch925,000 Robert W. Baird & Co. Incorporatxx 190,000 BB&T Capital Markets, Pierce190,000 A division of Scott and Stringfellow, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities CIBX Xxxld Maxxxxx Xxxx. 190,000 Ferris, Baker Watts, Incorporatex 190,000 Fidelity Capital Markets, 190,000 A division of National Financial Services LLC Barclays Capital J.J.B. Hilliard, W.L. Lyons, Inc. Xxxxxxx Xxxxx 190,000 Janney Montgomery Scott LLC 190,000 Legg Mason Wood Walker, Incorporxxxx 190,000 McDonald Investments Inc., a KeyCorp Company 190,000 Raymond James & Associates, Inc. Xxxxx 190,000 Stifel, Nicolaus & Company, Incoxxxxxxxx 190,000 U.S. Bancorp Piper Jaffray Inc. 190,000 Wells Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx 190,000 Deutsche Bank Securities Inc. 610,480 UBS 70,000 Prudential Securities LLC 610,480 Barclays Capital Incorporated 70,000 RBC Dain Rauscher Inc. 362,472 Xxxxxxx Xxxxx & Associates70,000 Wachovia Securities, Inc. 362,472 Xxxxx Fargo Securities70,000 0 Advest, Inc. 35,000 William Blair & Company, L.L.C. 35,000 Crowell, Weedon & Co. 35,000 Davenport & Company LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline35,000 D.A. Davidson & Co. Inc. 35,000 Howe Barnes Investments, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch35,000 Johnston, PierceLemon & Co. Incorporatxx 35,000 Morgan Keegan & Company, Xxxxxx Inc. 35,000 NatCity Investments, Inc. 35,000 Parker/Hunter Incorporated 35,000 The Seidler Companies Incorporated 35,000 Stephens Inc. 35,000 Sterne, Agee & Xxxxx Incorporated 185,196 X.X. Xxxxxx Leach, Inc. 35,000 TD Waterhouse Investor Services, Inc. 35,000 Wedbush Morgan Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 35,000 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement 4,200,000 ===== ========= EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx FORM OF KIRKPATRICK & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]LOCKHART OPINION
Appears in 1 contract
Samples: Underwriting Agreement (Neuberger Berman Real Estate Income Fund Inc)
Applicable Law; Counterparts. This Agreement shall be governed by by, and construed in accordance with with, the laws of the State of New York applicable Florida without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Fargo, the Selling Stockholders and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among Fargo, the Partnership Selling Stockholders and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINEFARGO ELECTRONICS, L.P. By: PAA GP LLCINC. /s/ XXXXXXX X. UPIN Xxxxxxx X. Upin, its Vice President and General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner Counsel THE SELLING STOCKHOLDERS NAMED IN SCHEDULE II By: /s/ Xxxxxxx XxxxxxxxxXXXXXXX X. UPIN Attorney-Xxxxx Name: Xxxxxxx Xxxxxxxxxin-Xxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Fact CONFIRMED as of the date first above writtenmentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. Citigroup Global Markets Inc. Xxxxxxx LynchXXXXXXX XXXXX & ASSOCIATES, PierceINC., Authorized Representative By: /s/ XXXXXX X. XXXXX Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. X. Xxxxx, Vice President 29 SCHEDULE I Schedule of Underwriters Underwriter Number of Company Firm Shares to be Purchased Number of Selling Stockholder Firm Shares to be Purchased Total Number of Firm Shares to be Purchased Maximum number of Additional Shares to be Purchased Upon Exercise of Over-Allotment Option Xxxxxxx Xxxxx & Associates, Inc. 93,750 1,031,250 1,125,000 168,750 Xxxxxx X. Xxxxx Fargo Securities& Co. Incorporated 64,875 515,625 562,500 84,375 Xxxxxxx & Company, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director Inc. 46,875 515,625 562,500 84,375 30 SCHEDULE I-A Plains All American Pipeline, L.P. II Schedule of Selling Stockholders Selling Stockholder(1) Total Number of Firm Units Underwriter Shares to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities Sold TA/Advent VIII L.P. 355,714 Advent Atlantic and Pacific III L.P. 130,145 TA Executives Fund LLC 610,480 Barclays 7,235 TA Investors LLC 6,906 St. Xxxx Venture Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo SecuritiesIV, LLC 362,472 Total 3,529,337 Schedule 1,519,530 St. Xxxx Venture Capital Affiliates Fund I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]42,970 TOTAL 2,062,500
Appears in 1 contract
Applicable Law; Counterparts. This Agreement Xxxx Xgreement, and the Terms 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 YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. This Agreement Agreement, and the Terms Agreement, may be signed in various counterparts that which together constitute one and the same instrument. If signed in counterparts, this Agreement and the Terms Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Companies, the Trust, The Money Store and the Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. CLASSNOTES TRUST 1997-I By: PAA GP LLCTHE YORK BANK AND TRUST COMPANY, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner as Eligible Lender Trustee By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Richard H. Bass Name: Xxxxxxx Xxxxxxxxx-Xxxxx X. Xxss Title: Vice Xxxx Xxxxxxxxt TRANS-WORLD INSURANCE COMPANY By: /s/ Michael Benoff Name: Xxxxxxx Xxxxxf Title: Xxxxxx Xxxx Xresident CLASSNOTES, INC. By: /s/ Michael Benoff Name: Xxxxxxx Xxxxxf Title: Xxxxxx Xxxx Xresident THE MONEY STORE INC. By: /s/ Michael Benoff Name: Xxxxxxx Xxxxff Title: Xxxxxxxxx Xxce President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx SALOMON BROTHERS INC By:/s/ John A. Hupalo Name: Xxxxxxx Xxxxx John A. Hupalo Title: Director By: FIRST UXXXX XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx XARKETS CORX. Xx:/x/ Xxseph Parish Name: Xxxxx XxXxxxx Joseph Parish Title: Managing Director By: X.X. XXXXXX SECURITIES Exhibit A TRANS-WORLD INSURANCE COMPANY CLASSNOTES, INC. ByAuction Rate Asset Backed Notes TERMS AGREEMENT Dated ______, 199_ To: /s/ Xxx XxxxxxxTRANS-Xxxxx NameWORLD INSURANCE COMPANY CLASSNOTES, INC. Re: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE Idated December __, 1997 Issuer: ClassNotes Trust 1997-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule II Series Designation: Series 1997-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price2 TERMS OF THE NOTES: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 daysFINAL ORIGINAL MATURITY PRINCIPAL INTEREST PRICE TO CLASS DATE AMOUNT RATE UNDERWRITERS(1) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]----- -------- --------- --------- --------------- ---------
Appears in 1 contract
Samples: Terms Agreement (Classnotes Inc)
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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Parties and the Underwriters. Very truly yours, PAA NATURAL GAS STORAGE, L.P. By: PNGS GP LLC, its General Partner By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer PNGS GP LLC By: /s/ Xx Xxxxxxx Name: Xx Xxxxxxx Title: Senior Vice President and Chief Financial Officer 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/ A. Xxxxxxx Xxxxxxxxx-Xxxxx Xxxxxxx Name: A. Xxxxxxx Xxxxxxxxx-Xxxxx Xxxxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Barclays Capital Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Citigroup Global Markets Inc. Xxxxx Fargo Securities, LLC For themselves and as Representatives of the several Underwriters named in Schedule I hereto By: CITIGROUP GLOBAL MARKETS BARCLAYS CAPITAL INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxx Name: Xxxxxxx Xxxxx Xxxxxxxx Xxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director Vice President By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Director By: XXXXX FARGO SECURITIES, LLC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Signature Page to Underwriting Agreement SCHEDULE I-A Plains All American Pipeline, L.P. I Number of Firm Units Underwriter to be Purchased Barclays Capital Inc. 2,168,200 UBS Securities LLC 2,168,200 Citigroup Global Markets Inc. 610,481 1,582,200 Xxxxx Fargo Securities, LLC 1,582,200 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 937,600 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 937,600 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, 937,600 Xxxxxxx Xxxxxxxx and Company LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, 351,600 Xxxxxx Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & AssociatesCompany, Inc. 109,960 Xxxxx Fargo Securities351,600 RBC Capital Markets Corporation 351,600 Xxxxxx, LLC 109,960 Xxxxxxxx & Company, Incorporated 351,600 Total 1,070,663 11,720,000 Schedule I-B I to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to Number of Firm Units: 11,720,000 Public offering price for the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering priceUnits: $46.70 21.50 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A LIST OF JURISDICTIONS OF FOREIGN QUALIFICATION Entity Jurisdiction in which registered or qualified PAA Natural Gas Storage, L.P. Texas PNGS GP LLC Louisiana, Michigan, Texas Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California Louisiana PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO PAA Natural Gas Storage, LLC Louisiana, Texas Rocky Mountain Pipeline System Michigan Bluewater Natural Gas Holding, LLC Utah EXHIBIT B September 9Michigan Bluewater Gas Storage, 2009 Plains All American PipelineLLC Michigan BGS Xxxxxxx Gas Storage LLC Michigan Pine Prairie Energy Center, LLC Louisiana PPEC Bondholder, LLC Louisiana XXXXXXX X Xxxxx 00, 0000 XXX Natural Gas Storage, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Barclays Capital Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Citigroup Global Markets Inc. Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters c/o Citigroup Global Markets Barclays Capital Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o UBS Securities LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American PipelinePAA Natural Gas Storage, L.P., a Delaware limited partnership (the “Partnership”) ), PNGS GP LLC, a Delaware limited liability company, Plains All American Pipeline, L.P., a Delaware limited partnership, and Barclays Capital Inc. UBS Securities LLC, Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto LLC, as representatives of the several Underwriters named in Schedule I therein as an underwriter (the “Underwriters”) ), relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) or any security convertible into Common Units as a bona fide gift; provided that in connection with the case of any such transfer (i) each donee or distributee shall sign and deliver a lock up letter substantially in the exercise, termination or other disposition form of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) this letter and (ii) sales no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Common Units, shall be required or shall be voluntarily made during the restricted period referred to pay tax liabilities associated with in the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Planforegoing sentence, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange EXHIBIT B Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 180 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this letter shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless waive such extension in writing. The undersigned hereby further agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this letter during the period from the date of this letter to and including the 34th day following the expiration of the Lock-Up Period, it will give notice thereof to the Partnership and will not consummate such transaction or take any such action unless it has received written confirmation from the Partnership that the Lock-Up Period (as such may have been extended pursuant to this paragraph) has expired. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholderunitholder] [Name and address of officer, director or common Unitholder]unitholder] EXHIBIT B-1 LIST OF PARTIES TO EXECUTE LOCK-UP AGREEMENTS Name Position Xxxx X. Xxxxxxxxx Chairman of the Board, Chief Executive Officer and Director Xxxxx X. Xxxxxxx Vice Chairman and Director Xxxx Xxxxxxx President and Director Xx Xxxxxxx Senior Vice President, Chief Financial Officer and Director Xxxxxxx XxXxx Vice President — Legal and Business Development and Secretary Xxxxxx Xxxx Director Xxxxx X. Xxxxxxxxx Director Xxxx X. Xxxxxxx Vice President — Accounting and Chief Accounting Officer Plains All American Pipeline, L.P. Unitholder EXHIBIT C CHIEF FINANCIAL OFFICER’S CERTIFICATE April 29, 2010 The undersigned, in his capacity as the Chief Financial Officer of PNGS GP LLC, a Delaware limited liability company and the general partner of PAA Natural Gas Storage L.P., a Delaware limited partnership (the “Partnership”), hereby certifies pursuant to Section 7(l) of the Underwriting Agreement dated April 29, 2010 (the “Underwriting Agreement”), by and among the Partnership, PNGS GP LLC, and Plains All American Pipeline, L.P. and Barclays Capital Inc., UBS Securities LLC, Citigroup Global Markets Inc., and Xxxxx Fargo Securities, LLC, as the representatives of the underwriters (the “Underwriters”) named therein, that as of the date hereof (capitalized terms used but not defined herein have the meanings assigned to them in the Underwriting Agreement):
Appears in 1 contract
Samples: Underwriting Agreement (Paa Natural Gas Storage Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable Florida without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company and the several 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/ Xxxxxxx Xxxxxxxxx-Xxxxx CARDINAL FINANCIAL CORPORATION Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted CONFIRMED AND AGREED as of the date first above writtenmentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. Citigroup Global Markets Inc. Xxxxxxx LynchXXXXXXX XXXXX & ASSOCIATES, PierceINC. By: Authorized Representative XXXX XXXXX XXXX XXXXXX, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. INCORPORATED By: Authorized Representative 25 SCHEDULE I Name Number Firm Shares Xxxxxxx Xxxxx & Associates, Inc. Xxxx Xxxxx Fargo SecuritiesXxxx Xxxxxx, Incorporated Total: Cardinal Bank Cardinal Wealth Services, Inc. Xxxxxx Xxxxx Mortgage, LLC By: CITIGROUP GLOBAL MARKETS Cardinal Statutory Trust I [Excel Title Corp.] [Excel Title of Maryland] [CNB Insurance, Inc.] [Cardinal Merger Corp.] [CNB Mortgage LLC] EXHIBIT A , 2005 CARDINAL FINANCIAL CORPORATION 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000 XxXxxx, Virginia 22102 XXXXXXX XXXXX & ASSOCIATES, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCHXXXX XXXXX XXXX XXXXXX, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number As Representatives of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx the Several Underwriters c/o Raymond Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering priceXX 00000 Re: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Cardinal Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 Corporation (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll"Company")—Lock-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Up Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with pursuant to the proposed Underwriting Agreement (the “"Underwriting Agreement”") among Plains All American Pipelineto be entered into by the Company, L.P.as issuer, a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxx Xxxxx Fargo SecuritiesXxxx Xxxxxx, LLC and any other party thereto named therein as an underwriter Incorporated, the representatives (the “"Representatives") of certain underwriters (the "Underwriters”") relating to an underwritten be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of common units representing limited partner Common Stock, $1.00 par value, of the Company (the "Shares"), as described in and contemplated by the registration statement of the Company on Form S-1, File No. 333-123511 (as the same may be hereafter amended, the "Registration Statement"), as filed with the Securities and Exchange Commission on March 23, 2005 (the "Offering"). The undersigned recognizes that it is in the best financial interests of the Partnershipundersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the "Company Securities"), that the Company complete the proposed Offering. To induce you and The undersigned further recognizes that the other underwriters Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, that the undersigned will not (i) directly or indirectly, offer, sell, contract to sell, pledge pledge, grant any option to purchase or otherwise dispose of (or enter into collectively, a "Disposition") any transaction which is designed toCompany Securities, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, into or exercisable or exchangeable for, or that represent any rights to purchase or otherwise acquire, any Company Securities held or owned of record or beneficially by the right to receiveundersigned on or acquired by the undersigned after the date hereof, Common Units or any securities that are senior to or pari passu with Common Units(collectively, or publicly announce an intention to effect any such transactionthe "Lock-Up Shares"), for a period of 45 commencing on the date hereof and ending 90 days after the effective date of the Prospectus (as defined in the Underwriting Agreement) Registration Statement, inclusive (the “"Lock-Up Period”) "), without your the prior written consentconsent of Xxxxxxx Xxxxx & Associates, Inc. and Xxxx Xxxxx Xxxx Xxxxxx, Incorporated, or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned's sale, transfer or other disposition of any of the Lock-Up Shares or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. If The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any reason consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Underwriting Agreement is terminated before the applicable Delivery Date Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (as defined in the Underwriting Agreement)including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement set forth above not to make any Disposition during the Lock-Up Period, you have agreed that the foregoing restrictions shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]not apply to:
Appears in 1 contract
Samples: Cardinal Financial Corp
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 which 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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Registrants and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. LAMAX XXXERTISING COMPANY By: PAA GP LLC--------------------------------- - 46 - 47 Name: -------------------------- Title: ------------------------- THE LAMAR CORPORATION INTERSTATE LOGOS, its General Partner INC. LAMAX XXXERTISING OF COLORADO SPRINGS, INC. LAMAX XXXERTISING OF JACKXXX, INC. LAMAX XXXERTISING OF MOBILE, INC. LAMAX XXXERTISING OF SOUTH GEORGIA, INC. LAMAX XXXERTISING OF SOUTH MISSISSIPPI, INC. LAMAX XXXERTISING OF TALLAHASSEE, INC. TLC PROPERTIES, INC. MISSOURI LOGOS, INC. NEBRASKA LOGOS, INC. OKLAHOMA LOGO SIGNS, INC. UTAH LOGOS, INC. OHIO LOGOS, INC. GEORGIA LOGOS, INC. KANSAS LOGOS, INC. LAMAR AIR, LLC LAMAR PENSACOLA TRANSIT, INC. LAMAR TENNESSEE LIMITED PARTNER, INC. LAMAR TENNESSEE LIMITED PARTNERSHIP LAMAR TENNESSEE LIMITED PARTNERSHIP II LAMAR TEXAS GENERAL PARTNER, INC. LAMAR TEXAS LIMITED PARTNERSHIP MICHIGAN LOGOS, INC. MINNESOTA LOGOS, INC. MINNESOTA LOGOS, A PARTNERSHIP MISSISSIPPI LOGOS, INC. NEW JERSEY LOGOS, INC. SOUTH CAROLINA LOGOS, INC. TENNESSEE LOGOS, INC. TEXAS LOGOS, INC. TLC PROPERTIES II, INC. VIRGINIA LOGOS, INC. By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx -------------------------------- Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS - 48 - 49 SMITX XXXXXX XXX. CHASX XXXURITIES INC. CIBC WOOD GUNDY SECURITIES CORP. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, SMITX XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INCXXX. By: /s/ Xxx Xxxxxxx-Xxxxx ---------------------------------------- Name: Xxx Xxxxxxx-Xxxxx ----------------------------------- Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director - 49 - 50 SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]I LAMAX XXXERTISING COMPANY
Appears in 1 contract
Samples: Lamar Advertising Co
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable Illinois without reference to contracts made and to be performed within the State conflict of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that which together shall constitute one and the same instrument. If signed in counterparts, this Agreement and shall not become be effective unless when at least one counterpart hereof shall have been executed and delivered by or on behalf of each party hereto. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will become a binding agreement among the Partnership Company, each of the Selling Shareholders, and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. LKQ CORPORATION By: PAA GP LLC, its General Partner Name: Xxxxxx X. Xxxxxxx Title: President and Chief Executive Officer THE SELLING SHAREHOLDERS: By: PLAINS AAP, L.P., its Sole Member Attorney-in-Fact By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ Xxxxxxx XxxxxxxxxAttorney-Xxxxx Name: Xxxxxxx Xxxxxxxxxin-Xxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement Fact The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx LynchXXXXXX X. XXXXX & CO. INCORPORATED XXXXXXX XXXXX & ASSOCIATES, PierceINC. XXXXXX XXXXXX & COMPANY, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & AssociatesINC. BARRINGTON RESEARCH ASSOCIATES, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX X. XXXXX & XXXXX CO. INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INCActing as Representatives of the several Underwriters (including themselves) identified in Schedule II annexed hereto. By: /s/ Xxx XxxxxxxAuthorized Representative LKQ CORPORATION Schedule I DNB, X.X. Xxxxxx LKQ Limited Partnership Xxxxx X. Xxxxx June, 1992 Non-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Exempt Trust Xxxxxx X. Xxxxxxx Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ X. Xxxxxx H. Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Xxxxxx Grantor Trust 62524 Trust LKQ CORPORATION Schedule II Name of Underwriter Number of Firm Units Underwriter Shares to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx LynchXXXXXX X. XXXXX & CO. INCORPORATED XXXXXXX XXXXX & ASSOCIATES, PierceINC. XXXXXX XXXXXX & COMPANY, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & AssociatesINC. BARRINGTON RESEARCH ASSOCIATES, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 INC. Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC LKQ CORPORATION Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC LKQ CORPORATION Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT Exhibit A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering Form of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]QuickLinks
Appears in 1 contract
Samples: Underwriting Agreement (LKQ Corp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company, the Trust and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company, the Trust and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINEVOC BRAZOS ENERGY PARTNERS, L.P. By: PAA GP Xxxx Texas Partners, LLC, its General Partner By: PLAINS AAP, L.P.Xxxx Holding Corporation, its Sole Managing Member By: PLAINS ALL AMERICAN GP LLC, its General Partner Name: J. Xxxxxxx Xxxx Title: Designated Representative and Sole Member of the Board of Directors VOC ENERGY TRUST By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx The Bank of New York Mellon Trust Company, N.A., Trustee By: Name: Xxxxxxx Xxxxxxxxx-Xxxxx X. Xxxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted 42 CONFIRMED as of the date first above writtenmentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. Citigroup Global Markets Inc. Xxxxxxx LynchXXXXXXX XXXXX & ASSOCIATES, Pierce, Xxxxxx INC. By: Name: Authorized Representative XXXXXX XXXXXXX & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. CO. INCORPORATED By: Name: Authorized Representative SCHEDULE I Number Name Firm Units Xxxxxxx Xxxxx & Associates, Inc. Xxxxxx Xxxxxxx & Co. Incorporated Xxxxxxxxxxx & Co., Inc. RBC Capital Markets, LLC Xxxxxx X. Xxxxx Fargo & Co. Incorporated Xxxxxx Xxxxxxxxxx Xxxxx, LLC Xxxxxx Xxxxxx & Company, Inc. Xxxxxxxxxx Securities, LLC ByInc. Total: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement 11,085,000 SCHEDULE II Filed pursuant to Rule 433 Registration Statement NoFree Writing Prospectuses None. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common SCHEDULE III Information Included in “Time of Sale Information” Title of securities: Trust Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering priceTotal number of units offered: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million 11,085,000 Trust Units (excluding option to purchase an additional common units1,662,750 Trust Units) or Public offering price: $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement [•] per Trust Unit SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Persons Delivering Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement)Agreements VOC Partners, the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]LLC J. Xxxxxxx Xxxx X. X. Xxxxx Will Price
Appears in 1 contract
Samples: Underwriting Agreement (VOC Brazos Energy Partners, LP)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. (Signature Page Follows) Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company and the several 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 CARDINAL FINANCIAL CORPORATION By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx X. Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx X. Xxxxxxxxx Title: Vice President Chairman and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Chief Executive Officer CONFIRMED as of the date first above writtenmentioned, on behalf of the Representative and the other several Underwriters named in Schedule I hereto XXXXXXX XXXXX & ASSOCIATES, INC. Citigroup Global Markets Inc. By: /s/ Xxxxxxx Lynch, Pierce, X. Xxxxxx & Xxxxx Incorporated X.X. Name: Xxxxxxx X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Title: Managing Director Underwriting Agreement—Cardinal Financial Corporation SCHEDULE I Number Name Firm Shares Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX 3,400,000 Sandler X’Xxxxx & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American PipelinePartners, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx 400,000 Xxxxxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities Company LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement 200,000 Total: 4,000,000 SCHEDULE II Information and Free Writing Prospectuses included in the Time of Sale Information Issuer Free Writing Prospectus Filed pursuant Pursuant to Rule 433 Registration Statement No. 333-155671 September 9157183 May 21, 2009 Plains All American PipelineTerm Sheet Cardinal Financial Corporation 4,000,000 Shares of Common Stock Issuer: Cardinal Financial Corporation (the “Company”) Exchange/Symbol: Nasdaq Global Select Market/CFNL Security: Common stock, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering pricepar value $1.00 per share Offering: $46.70 per 4,000,000 shares of common unit stock Option to purchase additional unitsshares: 690,000 600,000 additional shares of common units stock Shares outstanding after the offering: 28,303,133 shares (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding 28,903,133 shares if the option to purchase additional common unitsshares is exercised in full)(1) or Public Offering Price: $246 7.75 Trade date: May 21, 2009 Settlement and delivery date: May 27, 2009 Underwriting discounts and commissions: $0.465 per share; $1.86 million total (including exercise in full of $2.14 million if option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]shares is
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York applicable to contracts agreements made and to be performed within the State of New Yorkentirely in said State. This Agreement may be signed executed in various counterparts that any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but 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. Please confirm that the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Partnership Company, Wachovia and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINEWACHOVIA COMMERCIAL MORTGAGE SECURITIES, 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 INC. By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx William J. Cohane ------------------------------- Name: Xxxxxxx Xxxxxxxxx-Xxxxx William J. Cohane Title: Vixx Xxxxxxxxx WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Alan Kronovet ------------------------------- Name: Alan Kronovet Title: Vice President and Treasurer Signature Page to Underwriting Agreement Pxxxxxxxx The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx LynchFIRST UNION SECURITIES, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx F. Blake O'Connor ------------------------------- Name: Xxxxxxx Xxxxx F. Blake O'Connor Title: Director By: XXXXXXX LYNCHVixx Xxxxxxxxx GREENWICH CAPITAL MARKETS, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Philip G. Holmes ------------------------------- Name: Xxx Xxxxxxx-Xxxxx Philip G. Holmes Title: Executive Director By: UBS Vicx Xxxxxxxxx NOMURA SECURITIES LLC INTERNATIONAL, INC. By: /s/ Xxxx Xxxxxxxxxxxx N. Dante LaRocca ------------------------------- Name: Xxxx Xxxxxxxxxxxx N. Dante LaRocca Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE IManxxxxx Xxxxxxxx EXHIBIT A COMPUTATIONAL MATERIALS [Form 8-A Plains All American PipelineK filed by the Registrant on May 21, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch2002, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only relating to the securities described below and should be read together with computational materials is hereby incorporated by reference.] EXHIBIT B TERM SHEETS [Form 8-K filed by the preliminary prospectus dated September 8Registrant on May 3, 2009 and the prospectus dated September 92002, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission a structural and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September collateral Term Sheet is hereby incorporated by reference.] SCHEDULE I UNDERWRITING AGREEMENT DATED MAY 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]2002:
Appears in 1 contract
Samples: Underwriting Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002 C1)
Applicable Law; Counterparts. This Underwriting 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 Underwriting Agreement may be signed in various counterparts that which together constitute one and the same instrument. If signed in counterparts, this Underwriting Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Partnership Company and the Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. ADELPHIA COMMUNICATIONS CORPORATION 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/ Xxxxxxx Xxxxxxxxx-Xxxxx /S/ James Brown Name: Xxxxxxx Xxxxxxxxx-Jamex Xxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Vice-Xxxxxxxxx Confirmed as of the date first above writtenmentioned. Citigroup Global Markets SALOMON SMITH BARNEY INC., as Representative on behalf of itself and xxx xxxxx Xxdxxxxxxers listed on Schedule I hereto /s/ Christopher L. Clipper Name: Christopher L. Clipper Title: Vice Presxxxxx SCHEDULE i Number of Additional Shares to be Purchased if Maximum Option is Name of Underwriter Total Number of Firm Shares Exercised ------------------- --------------------------- --------- Salomon Smith Barney Inc. Xxxxxxx 000,000 90,000 Credit Suisse First Boston Corporation 600,000 90,000 Goldman, Sachs & Co. 000,000 90,000 Banc of America Securities, LLC 600,000 90,000 Donaldson, Lufkin & Jenrette Securities Corporation 000,000 90,000 Lehman Brothers Inc. 000,000 90,000 Merrill Lynch, Pierce, Xxxxxx Fenner & Xxxxx Smith Incorporated X.X. Xxxxxx 000,000 90,000 Morgan Stanley & Co. Incorporated 000,000 90,000 CIBC World Markets Corp. 300,000 45,000 Credit Lyonnais Securities (USA) Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates300,000 45,000 First Union Securities, Inc. Xxxxx Fargo Securities300,000 45,000 SG Cowen Securities Corporation 000,000 45,000 ------- ------ Total 6,000,000 900,000 SCHEDULE iI Persons Or Entities Subject To Lock-Ups John J. Rigas Timothy J. Rigas Michael J. Rigas James P. Rigas Dorellenic Eleni Acquisition, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American PipelineInc. Doris Holdings, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]Highland Holdinxx Highland Holdings II
Appears in 1 contract
Samples: Adelphia Communications Corp
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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership and the UnderwritersUnderwriter. 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/ Xxxxx Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxx Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President – Accounting and Treasurer Chief Accounting Officer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC By: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxx Xxxx Name: Xxxxxxx Xxxxx Xxxxxxxx Xxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director Vice President Signature Page to Underwriting Agreement SCHEDULE I-A I Plains All American Pipeline, L.P. Underwriter Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 21,000,000 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B I to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9Additional Pricing Disclosure Package Pricing Information: Number of Units: 21,000,000 Firm Units or, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to if the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding Underwriter exercises in full its option to purchase additional common units) or $246 million (including exercise Units granted in full of option to purchase additional common units) Trade Date: September 9Section 2 hereof, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC 24,150,000 Units Public offering price for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Units: $50.00 per unit Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group Pipeline System LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO South Texas Gathering LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group Pipeline System LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO South Texas Gathering LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains Marketing AAP, L.P. Texas Plains All American GP Inc. LLC California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing CanadaAlberta, L.P. SaskatchewanManitoba, CaliforniaNew Brunswick, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Ontario, Quebec, Saskatchewan Plains South Texas Gathering LLC Oklahoma Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah Pine Prairie Energy Center, LLC Louisiana SG Resources Mississippi LLC Alabama, Mississippi Plains LPG Services LP California, Illinois, Oklahoma EXHIBIT B September 9February 25, 2009 2015 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. 000 Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “UnderwritersUnderwriter”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 Partnership’s long-term incentive plans or 2005 Long-Term Incentive Plans (ii) gifts or with the exercise of options under the Option Plancharitable donations, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your the prior written consent. consent of Barclays Capital Inc. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature Name: Title: Address: EXHIBIT C CHIEF FINANCIAL OFFICER’S CERTIFICATE February 25, 2015 The undersigned, in his capacity as the Chief Financial Officer of officerPAA GP LLC, director a Delaware limited liability company and 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 common Unitholder] [Name working capital of the Partnership since December 31, 2014. In addition, as of the date of this certificate, the total debt of the Partnership is approximately $9.8 billion. 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 address among the Partnership and Barclays Capital Inc. (the “Underwriter”). This certificate is to assist the Underwriter in conducting and documenting its investigation of officerthe affairs of the Partnership in connection with the offering of the Units covered by the Registration Statement, director or common Unitholder]the Pricing Disclosure Package and the Prospectus. IN WITNESS WHEREOF, the undersigned has hereunto affixed his signature as of the date first written above. Xx Xxxxxxx Executive Vice President and Chief Financial Officer
Appears in 1 contract
Samples: Plains All American Pipeline Lp
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 YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. The Company hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. This Agreement may be signed in various counterparts that which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among between the Partnership Company and the UnderwritersUnderwriter. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. SLC PRIVATE CREDIT STUDENT LOAN TRUST 2006-A By: PAA GP LLCSLC Student Loan Receivables I, its General Partner By: PLAINS AAPInc., L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner as Depositor By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Xxxxxxxx Title: Treasurer THE STUDENT LOAN CORPORATION By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxxxx Xxxxx Name: Xxxx Xxxxxxx Xxxxx Title: Managing Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Xxxxxxx Name: Xxxxx XxXxxxx Xxxxxxx Title: Authorized Signatory XXXXXXX, SACHS & CO. By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: NOTES UNDERWRITER PRICE TO PUBLIC UNDERWRITING DISCOUNT PROCEEDS TO DEPOSITOR Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & AssociatesCo. Xxxxxxx, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]Co. Class A-1 $225,400,000 $225,400,000 $ 39,200,000 100% 0.130% 99.870% Class A-2 $171,580,000 $171,580,000 $ 29,840,000 100% 0.200% 99.800% Class A-3 $195,500,000 $195,500,000 $ 34,000,000 100% 0.250% 99.750% Class A-4 $322,000,000 $322,000,000 $ 56,000,000 100% 0.300% 99.700% Class A-5 $332,624,000 $332,624,000 $ 57,847,000 100% 0.355% 99.645% Class B $ 59,721,000 $ 59,720,000 $ 10,386,000 100% 0.400% 99.600% Class C $ 98,363,000 $ 98,363,000 $ 17,107,000 100% 0.580% 99.420%
Appears in 1 contract
Samples: Underwriting Agreement (SLC Private Student Loan Trust 2006-A)
Applicable Law; Counterparts. This Underwriting Agreement shall ---------------------------- will be governed by and construed in accordance with the laws of the State of New York applicable without giving effect to contracts made and to be performed within the State provisions thereof concerning conflict of New Yorklaws. This Underwriting Agreement may be signed executed in various counterparts that any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but 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. Please confirm that the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Partnership Contract Seller and the Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. GREENPOINT CREDIT CORP. 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/ Xxxxxxx Xxxxxxxxx-Xxxxx :_____________________________________ Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Accepted at [New York, New York] as of the date first above writtenwritten above. Citigroup Global Markets Inc. Xxxxxxx Lynch[UNDERWRITER], Piercefor itself and the other Underwriters named on Schedule I hereto By:_________________________________ Name:_______________________________ Title:______________________________ SCHEDULE I Amount of Series 199[]-[], Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Class [A-1] Certificates to Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch----------- ------------ [UNDERWRITER] $ [] Amount of Series 199[]-[], Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A Class M Certificates to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch----------- ------------ [UNDERWRITER] $ [] Amount of Series 199[]-[], Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B Class B-1 Certificates to Underwriting Agreement Underwriter be Purchased ----------- ------------ [UNDERWRITER] $ [] I-1 SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333333-[_____] Base Prospectus dated [Date] Prospectus Supplement dated [Date] Title of Certificates Manufactured Housing Contract Senior/Subordinate Pass-155671 September 9Through Certificates, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only Series 199[]-[] Amount of Offered Certificates (approximate; subject to the securities a variance of plus/minus 5%): Class [A-1] Certificates $[] Class M Certificates $[] Class B-1 Certificates $[] Pass-Through Rate: Class [A-1] Certificates []% Class M Certificates []%* Class B-1 Certificates []%* * Subject to a maximum rate as described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”)Agreement. The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]Purchase Price Percentage:
Appears in 1 contract
Samples: Greenpoint Financial Corp
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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Issuers and the Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLC, LLC its General Partner By: PLAINS AAP, L.P., L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC, LLC its General Partner By: /s/ Xxxxxx Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxx Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer PAA FINANCE CORP. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx 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. X.X. Xxxxxx Securities LLC BNP Paribas Securities Corp. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters By: CITIGROUP GLOBAL MARKETS INC. X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED BNP Paribas Securities Corp. By: /s/ Xxxxx XxXxxxx Xxxxxx By: /s/ X. Xxxxxxxx Xxxxxxxx Name: Xxxxx XxXxxxx Xxxxxx Name: X. Xxxxxxxx Xxxxxxxx Title: Executive Director Title: Managing Director By: X.X. XXXXXX SECURITIES INC. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx By: Xxxxx Fargo Securities, LLC Incorporated By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director Xxxxxx By: /s/ Xxxxxxx Xxxxxxx Xxxxxx Name: Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Title: Associate Managing Director Title: Director Underwriters’ Signature Page to Underwriting Agreement SCHEDULE I-A Plains All American Pipeline, L.P. Number I Underwriters Principal Amount of Firm Units Underwriter Notes to be Purchased Citigroup Global Markets Inc. 610,481 X.X. Xxxxxx Securities LLC $ 108,750,000 BNP Paribas Securities Corp. 108,750,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 108,750,000 Xxxxx Fargo Securities, LLC 362,472 108,750,000 BBVA Securities Inc. 67,500,000 DNB Markets, Inc. 67,500,000 SMBC Nikko Securities America, Inc. 67,500,000 CIBC World Markets Corp. 18,750,000 Fifth Third Securities, Inc. 18,750,000 ING Financial Markets LLC 18,750,000 PNC Capital Markets LLC 18,750,000 Regions Securities LLC 18,750,000 U.S. Bancorp Investments, Inc. 18,750,000 Total 3,529,337 Schedule I$ 750,000,000 SCHEDULE II Filed Pursuant to Rule 433 Registration No. 333-A to Underwriting Agreement SCHEDULE I-B 207139 November 15, 2016 Final Term Sheet $750,000,000 4.500% Senior Notes due 2026 Issuers: Plains All American Pipeline, L.P. Number of Firm Units Underwriter and PAA Finance Corp. Ratings (Xxxxx’x / S&P / Fitch):* [Ratings Intentionally Omitted] Security Type: Senior Unsecured Notes Legal Format: SEC Registered Pricing Date: November 15, 2016 Settlement Date (T+5): November 22, 2016 Maturity Date: December 15, 2026 Principal Amount: $750,000,000 Benchmark Treasury: UST 2.00% due November 15, 2026 Benchmark Treasury Yield: 2.235% Spread to be Purchased Citigroup Global Markets Inc. 185,195 Benchmark Treasury: +230 bps Yield to Maturity: 4.535% Coupon: 4.500% Public Offering Price: 99.716% Net Proceeds (after deducting the underwriting discount and estimated offering expenses) to the Partnership: $741.3 million Make-Whole Call: T+ 35 bps Call at Par: On or after September 15, 2026 Interest Payment Dates: June 15 and December 15, beginning on June 15, 2017 CUSIP / ISIN: 72650R BL5 / US72650RBL50 Joint Book-Running Managers: X.X. Xxxxxx Securities LLC BNP Paribas Securities Corp. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9BBVA Securities, 2009 Plains All American PipelineLLC DNB Markets, L.P. Pricing Sheet — September 9Inc. SMBC Nikko Securities America, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & AssociatesCIBC World Markets Corp. Fifth Third Securities, Inc. Xxxxx Fargo SecuritiesING Financial Markets LLC PNC Capital Markets LLC Regions Securities LLC U.S. Bancorp Investments, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column Inc. * 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 Capitalization table notes is expected to be made against payment therefor on page S-10 or about November 22, 2016, which is the 5th business day following the date of pricing of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also notes (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together settlement being referred to as “relevant personsT+5”). The prospectus supplement and its contents Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are confidential required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing of the notes or the next succeeding business day 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 not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contentsconsult their own advisers. The issuer has issuers have filed a registration statement (including a base prospectus) and a prospectus supplement with the SEC 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 issuer has issuers have filed with the SEC for more complete information about the issuer issuers and this offering. You may get these documents for free by visiting XXXXX on the SEC Web web site at xxxx://xxx.xxx.xxxxxx.xxx.xxx. Alternatively, the issuerissuers, 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. X.X. Xxxxxx Securities LLC collect at 0-000-000-0000, BNP Paribas Securities Corp. toll-free at 10-877000-858000-54070000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322 or Xxxxx Fargo Securities, LLC toll-free at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group Pipeline System LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO South Texas Gathering LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group Pipeline System LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO South Texas Gathering LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement LPG Services XX 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 Marketing AAP, L.P. Texas Plains All American GP Inc. 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 Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing CanadaAlberta, L.P. SaskatchewanManitoba, CaliforniaNew Brunswick, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Ontario, Quebec, Saskatchewan Plains South Texas Gathering LLC Oklahoma Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah Pine Prairie Energy Center, LLC Louisiana SG Resources Mississippi LLC Alabama, Mississippi Plains LPG Services LP California, Illinois, Oklahoma EXHIBIT B September 9CHIEF FINANCIAL OFFICER’S CERTIFICATE November 15, 2009 2016 The undersigned, in his capacity as the Chief Financial Officer of Plains All American PipelineGP LLC, L.P. Public Offering a Delaware limited liability company, which is the general partner of Common Units Citigroup Global Markets Inc. Xxxxxxx LynchPlains AAP, PierceL.P., Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associatesa Delaware limited liability partnership, Inc. Xxxxx Fargo Securitieswhich is the sole member of PAA GP LLC, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx.a Delaware limited liability company, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter which is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among 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 Citigroup Global Markets Inc.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 September 30, 2016. In addition, as of the date of this certificate, the total debt of the Partnership is approximately $11.9 billion. 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 .X. Xxxxxx Securities LLC, BNP Paribas Securities Corp., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. Incorporated and Xxxxx Fargo Securities, LLC and any other party thereto named therein LLC, as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests representatives of the Partnershipseveral Underwriters. To induce you This certificate is to assist the Underwriters in conducting and documenting their investigation of the other underwriters to enter into affairs of the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) Partnership in connection with (i) the exercise, termination or other disposition offering of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (Notes covered by the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option PlanRegistration Statement, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, Pricing Disclosure Package and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement Agreement, and the Terms 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 YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. This Agreement Agreement, and the Terms Agreement, may be signed in various counterparts that which together constitute one and the same instrument. If signed in counterparts, this Agreement and the Terms Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Companies, the Trust, The Money Store and the UnderwritersUnderwriter. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. CLASSNOTES TRUST 1997-I By: PAA GP LLCTHE YORK BANK AND TRUST COMPANY, its General Partner as Eligible Lender Trustee By: PLAINS AAP, L.P., its Sole Member ____________________________ Name: Title: TRANS-WORLD INSURANCE COMPANY By: PLAINS ALL AMERICAN GP LLC___________________________ Name: Xxxxxx Dear Title: Executive Vice President CLASSNOTES, its General Partner INC. By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx _____________________________ Name: Xxxxxxx Xxxxxxxxx-Xxxxx Xxxxxx Dear Title: Executive Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted THE MONEY STORE INC. By: _____________________________ Name: Xxxxxx Dear Title: Executive Vice President Confirmed as of the date first above writtenmentioned. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS XXXXX XXXXXX INC. By: /s/ Xxxxxxx Xxxxx By Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCHExhibit A TRANS-WORLD INSURANCE COMPANY CLASSNOTES, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. ByAuction Rate Asset Backed Notes TERMS AGREEMENT Dated ______, 199_ To: /s/ Xxx XxxxxxxTRANS-Xxxxx NameWORLD INSURANCE COMPANY CLASSNOTES, INC. Re: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE Idated March __, 1997 Issuer: ClassNotes Trust 1997-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter I Series Designation: Series 1997-1 TERMS OF THE NOTES: Final Original Maturity Principal Interest Price to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 daysCLASS Date Amount Rate Underwriter(1) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]---------
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York applicable to contracts agreements made and to be performed within the State of New Yorkentirely in said State. This Agreement may be signed executed in various counterparts that any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. If signed in counterparts, No amendment of any provision of this Agreement shall not become be effective unless at least one counterpart hereof shall have been executed it is in writing and delivered on behalf of each party signed by the parties hereto. Please confirm that If the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Partnership Company, Wachovia and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINEWACHOVIA COMMERCIAL MORTGAGE SECURITIES, 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 INC. By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Charles L. Culbreth ----------------------------------------- Name: Xxxxxxx Xxxxxxxxx-Xxxxx Charles L. Culbreth Title: Vice President and Treasurer Signature Page to Underwriting Agreement Manxxxxx Xxxxxxxx WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Elizabeth K. Stinson ----------------------------------------- Name: Elizabeth K. Stinson Title: Vixx Xxxxxxxxx The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo SecuritiesWACHOVIA CAPITAL MARKETS, LLC By: /s/ Elizabeth K. Stinson ----------------------------------------- Name: Elizabeth K. Stinson Title: Vixx Xxxxxxxxx BANC OF AMERICA SECURITIES LLC By: /s/ Stephen L. Hogue ----------------------------------------- Name: Stephen L. Hogue Title: Princixxx CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx David Tibbals ----------------------------------------- Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx David Tibbals Title: Managing Director By: X.X. XXXXXX SECURITIES INCXxxxxxxx GOLDMAN, SACHS & CO. By: /s/ Xxx Xxxxxxx-, Xxxxx & Co. ----------------------------------------- Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director EXHIBIT A Computational Materials [Form 8-K filed by the Registrant on February 20, 2004 relating to Computational Materials is hereby incorporated by reference.] EXHIBIT B Term Sheets [Form 8-K filed by the Registrant on February 6, 2004 relating to a collateral and structural Term Sheet is hereby incorporated by reference.] SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to I Underwriting Agreement SCHEDULE I-B Plains All American Pipelinedated February 12, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]2004:
Appears in 1 contract
Samples: Underwriting Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C10)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable Illinois without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company, the Selling Shareholders and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. * * * * * Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company, the Selling Shareholders and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINECONTINENTAL WASTE INDUSTRIES, 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 INC. By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Jeffrey E. Levine Name: Xxxxxxx Xxxxxxxxx-Xxxxx Jeffrey E. Levine Title: Senior Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted & General Counsel SELLING SHAREHOLDERS By: /s/ Jeffrey E. Levine Name: Jeffrey E. Levine Title: Senior Vice President & General Counsel As Attorney-in-Fact acting on behalf of each of the Selling Shareholders named in Schedule II hereto. CONFIRMED as of the date first above writtenmentioned, on behalf of itself and the other several Underwriters named in Schedule I hereto. Citigroup Global Markets Inc. RAYMOND JAMES & ASSOCIATES, XXX. Xy: /s/ Thomas W. Mullins Name: Txxxxx X. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC ByTitle: CITIGROUP GLOBAL MARKETS INC. Xxxx Xxxxxxxxx FIRST ANALYSIS SECURITIES CORPORATION By: /s/ Xxxxxxx Xxxxx Steven F. Bouck Name: Xxxxxxx Stexxx X. Xxxxx TitleXitle: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Exxxxxxxx Xxxx Xxesident NATWEST SECURITIES LIMITED By: /s/ Xxxxx XxXxxxx Timothy Williams Name: Xxxxx XxXxxxx Tixxxxx Xxxxxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]Dxxxxxxx
Appears in 1 contract
Samples: Continental Waste Industries Inc
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable Florida without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company and the several 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/ CARDINAL FINANCIAL CORPORATION Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice X. Xxxxxxxxx President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Chief Executive Officer CONFIRMED as of the date first above writtenmentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. Citigroup Global Markets Inc. Xxxxxxx LynchXXXXXXX XXXXX & ASSOCIATES, PierceINC. By: Authorized Representative XXXX XXXXX XXXX XXXXXX, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. INCORPORATED By: Authorized Representative 25 SCHEDULE I Name Number Firm Shares Xxxxxxx Xxxxx & Associates, Inc. Xxxx Xxxxx Fargo SecuritiesXxxx Xxxxxx, LLC ByIncorporated Total: CITIGROUP GLOBAL MARKETS Cardinal Bank, N.A. Cardinal Wealth Services, Inc. EXHIBIT A December , 2003 CARDINAL FINANCIAL CORPORATION 0000 Xxxxxxxxxx Xxxxx, Xxxxx 000 XxXxxx, Virginia 22102 XXXXXXX XXXXX & ASSOCIATES, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCHXXXX XXXXX XXXX XXXXXX, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number As Representatives of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx the Several Underwriters c/o Raymond Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering priceXX 00000 Re: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Cardinal Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 Corporation (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll"Company")—Lock-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Up Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with pursuant to the proposed Underwriting Agreement (the “"Underwriting Agreement”") among Plains All American Pipelineto be entered into by the Company, L.P.as issuer, a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxx Xxxxx Fargo SecuritiesXxxx Xxxxxx, LLC and any other party thereto named therein as an underwriter Incorporated, the representatives (the “"Representatives") of certain underwriters (the "Underwriters”") relating to an underwritten be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of common units representing limited partner Common Stock, $1 par value, of the Company (the "Shares"), as described in and contemplated by the registration statement of the Company on Form S-1, File No. 333- (as the same may be hereafter amended, the "Registration Statement"), as filed with the Securities and Exchange Commission on November , 2003 (the "Offering"). The undersigned recognizes that it is in the best financial interests of the Partnershipundersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the "Company Securities"), that the Company complete the proposed Offering. To induce you and The undersigned further recognizes that the other underwriters Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, that the undersigned will not (i) directly or indirectly, offer, sell, contract to sell, pledge pledge, grant any option to purchase or otherwise dispose of (or enter into collectively, a "Disposition") any transaction which is designed toCompany Securities, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, into or exercisable or exchangeable for, or that represent any rights to purchase or otherwise acquire, any Company Securities held or owned of record or beneficially by the right to receiveundersigned on or acquired by the undersigned after the date hereof, Common Units or any securities that are senior to or pari passu with Common Units(collectively, or publicly announce an intention to effect any such transactionthe "Lock-Up Shares"), for a period of 45 commencing on the date hereof and ending 90 days after the effective date of the Prospectus (as defined in the Underwriting Agreement) Registration Statement, inclusive (the “"Lock-Up Period”) "), without your the prior written consentconsent of Xxxxxxx Xxxxx & Associates, Inc. and Xxxx Xxxxx Xxxx Xxxxxx, Incorporated, or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned's sale, transfer or other disposition of any of the Lock-Up Shares or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period. If The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any reason consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Underwriting Agreement is terminated before the applicable Delivery Date Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (as defined in the Underwriting Agreement)including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement set forth above not to make any Disposition during the Lock-Up Period, you have agreed that the foregoing restrictions shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]not apply to:
Appears in 1 contract
Samples: Cardinal Financial Corp
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable Florida without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company, the Trust, the Selling Unitholders and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINEMV PARTNERS, L.P. LLC By: PAA GP MV Energy, LLC, its General Partner Manager By: PLAINS AAPXxxxxx, L.P.Inc., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner Name: Xxxxx X. Xxxxxx Title: Chairman and Chief Executive Officer MV OIL TRUST By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx JPMorgan Chase Bank N.A., Trustee By: Name: Xxxxxxx Xxxxxxxxx-Xxxxx Xxxx X. Xxxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement [ ] The foregoing Agreement is hereby confirmed and accepted Selling Unitholders Named in Schedule II Hereof, Acting Severally By: Name: [ ] Title: Attorney-in-Fact CONFIRMED as of the date first above writtenmentioned, on behalf of the Representative and the other several Underwriters named in Schedule I hereto. Citigroup Global Markets Inc. Xxxxxxx LynchXXXXXXX XXXXX & ASSOCIATES, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. INC. By: Authorized Representative 34 SCHEDULE I Name Number Firm Units Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities[ ] X.X. Xxxxxxx & Sons, Inc. [ ] RBC Capital Markets Corporation [ ] Xxxxxxxxxxx & Co., Inc. [ ] Total: 7,500,000 35 SCHEDULE II Schedule of Selling Unitholders Unitholder Number of Additional Units to be Sold MV Energy, LLC By: CITIGROUP GLOBAL MARKETS 562,500 VAP-I, LLC 562,500 36 SCHEDULE III Free Writing Prospectuses 37 EXHIBIT A , 2006 MV PARTNERS, LLC 000 X. Xxxxx, Xxxxx 000 Xxxxxxx, Xxxxxx 00000 XXXXXXX XXXXX & ASSOCIATES, INC. ByAs Representative of the Several Underwriters c/o Raymond Xxxxx & Associates, Inc. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, Xxxxxxx 00000 Re: /s/ Xxxxxxx Xxxxx NameMV Partners, LLC (the "Company")—Restriction on Unit Sales Dear Sirs: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter This letter is delivered to you pursuant to the Underwriting Agreement (the "Underwriting Agreement") to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynchentered into by the Company, Pierceas issuer, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 the Trust, the Selling Unitholders, and Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo SecuritiesInc., LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number the representative (the "Representative") of Firm Units Underwriter certain underwriters (the "Underwriters") to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynchnamed therein. Upon the terms and subject to the conditions of the Underwriting Agreement, Pierce(i) the Company proposes to sell to the Underwriters units of beneficial interest (the "Units") in the Trust, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associatesa statutory trust formed under the laws of the State of Delaware, Inc. 109,960 Xxxxx Fargo Securitiesand (ii) the Underwriters intend to effect a public offering of the Units, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement as described in and contemplated by the registration statement of the Trust and the Company on Form S-1, File No. 333-155671 September 9136609 (the "Registration Statement"), 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together as filed with the preliminary prospectus dated September 8, 2009 Securities and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September Exchange Commission on August 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised 2006 and as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 amended thereafter (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”"Offering"). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons undersigned recognizes that it is in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner best financial interests of the Partnershipundersigned, as an officer or manager of the Company, or an owner of Units or other securities of the Trust or other securities that are derived from the Subject Interests that are substantially similar to the Units (the "Trust Securities"), that the Company and Trust complete the proposed Offering. To induce you and The undersigned further recognizes that the other underwriters Trust Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Trust Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, that the undersigned will not (i) offer, sell, contract to sell, pledge pledge, grant any option to purchase or otherwise dispose of (or enter into collectively, a "Disposition") any transaction which is designed toTrust Securities, or might reasonably be expected toany securities convertible into or exercisable or exchangeable for, result in the disposition (whether by actual disposition or effective economic disposition due any rights to cash settlement purchase or otherwise) otherwise acquire, any Trust Securities held by the undersigned or any affiliate of acquired by the undersigned after the date hereof, or any person in privity with that may be deemed to be beneficially owned by the undersigned or any affiliate of (collectively, the undersigned"Lock-Up Units"), directly or indirectly, including pursuant to the filing (or participation in the filing) of a registration statement with Rules and Regulations promulgated under the Securities Act of 1933, as amended (the "Act"), and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 commencing on the date hereof and ending 180 days after the date of the Company's Prospectus first filed pursuant to Rule 424(b) under the Act, inclusive (the "Lock-Up Period"), without the prior written consent of Xxxxxxx Xxxxx & Associates, Inc. or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Trust to register under the Act the undersigned's sale, transfer or other disposition of any of the Lock-Up Units or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period, notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the company issues a release concerning earnings or material news or a material event relating to the company occurs; or (y) prior to the expiration of the Lock-Up Period, the company announces it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period; the restrictions imposed in this letter agreement shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Units during the Lock-Up Period, even if such Lock-Up Units would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Units or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Units. Notwithstanding the agreement not to make any Disposition during the Lock-Up Period, you have agreed that the foregoing restrictions shall not apply to the Trust Securities being offered in the prospectus included in the Registration Statement. It is understood that, if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for and delivery of the Units, you will release the undersigned from the obligations under this letter agreement. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Lock-Up Units if such transfer would constitute a violation or breach of this letter. This letter shall be binding on the undersigned and the respective successors, heirs, personal representatives and assigns of the undersigned. Capitalized terms used but not defined herein have the respective meanings assigned to such terms in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement)Very truly yours, the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]Securityholder 39 QuickLinks
Appears in 1 contract
Samples: MV Oil Trust
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 agreements made and to be performed within the State of New Yorkentirely in said State. This Agreement may be signed executed in various counterparts that any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but 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. Please confirm that the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Partnership Company, Prudential 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 PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx CLAY LEBHAR --------------------------------------- Name: Xxxxxxx Xxxxxxxxx-Xxxxx Clay Lebhar Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing PRUDENTIAL MORTGAGE CAPITAL COMPANY, LLC By: /s/ DUANE H. TUCKER, JR. --------------------------------------- Name: Duane H. Tucker, Jr. Title: Managing Dixxxxxx Xxx xxxxxxxng Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx LynchMERRILL LYNCH, PiercePIERCE, Xxxxxx FENNER & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC SMITH INCORPORATED By: CITIGROUP GLOBAL MARKETS INC/s/ JOHN E. XXXXXXK ------------------------------------------- Xxxx: Xxxx X. Gluszak Title: Director, Authorized Signatory SALOMON SXXXX XXXXXX XXX. By: /s/ Xxxxxxx Xxxxx NamePAUL T. VANDERSLICE -------------------------------------------- Xxxx: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Xxxx X. Vanderslice Title: Managing Director BySCHEDULE I UNDERWRITING AGREEMENT DATED MARCH 31, 2001: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 As used in this Schedule I-A , the term "Registration Statement" refers to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement registration statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only 42858 filed by the Company on Form S-3 and previously declared effective. The term "Basic Prospectus" refers to the securities described below and should be read together with form of prospectus in the preliminary prospectus dated September 8Registration Statement or such later form as most recently filed by the Company pursuant to Rule 424(b) under the Securities Act of 1933, 2009 and as amended. The term "Prospectus Supplement" refers to the prospectus dated September 9, 2009 supplement to the Basic Prospectus relating to these securities. Offering price: $46.70 per common unit Option the mortgage pass-through certificates being sold pursuant to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline"Underwritten Certificates"). MORTGAGE POOL: Approximately 120 commercial and multifamily mortgage loans, L.P.having an aggregate approximate principal balance, a Delaware limited partnership after giving effect to payments of principal due on or before May 1, 2001 (the “Partnership”) "Cut-Off Date"), of $914,474,000. The Mortgage Loan Seller shall make such representations and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (warranties in the “Underwriters”) relating Mortgage Loan Purchase Agreement with respect to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you Mortgage Pool and the other underwriters to enter into Mortgaged Properties as are customary for similar transactions and may be required by the Underwriting Agreement, Rating Agencies and the undersigned agrees that, except for transfers of Common Units (as defined investors in the Underwriting Certificates not purchased pursuant to this Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder].
Appears in 1 contract
Samples: Underwriting Agreement (Prudential Securities Sec Fin Corp Mor Pas THR Cer 2001-C1)
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 which 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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Plains Parties and the Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLC, its General Partner By: PLAINS AAP, L.P., L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC, LLC its General Partner By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Xxxx Xxxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Xxxx Xxxxxx Title: Executive Vice President and Treasurer Signature Page to Underwriting Agreement Chief Financial Officer PAA GP LLC By: Plains AAP, L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS AAP, L.P. By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS ALL AMERICAN GP LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING GP INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING, L.P. By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS PIPELINE, L.P. By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer PACIFIC ENERGY GROUP LLC By: PLAINS ALL AMERICAN PIPELINE, L.P. its Sole Member 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/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Wachovia Capital Markets, LLC Citigroup Global Markets Inc. UBS Securities LLC Xxxxxx Brothers Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. Incorporated X.X. Xxxxxx Securities Securities, Inc. UBS Securities LLC Barclays Capital Xxxxxx Xxxxxx & Company, Inc. Xxxxxxxxxxx & Co. Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo SecuritiesRBC Capital Markets Corporation By: Wachovia Capital Markets, LLC By: CITIGROUP GLOBAL MARKETS INC. /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director Vice President By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED UBS Securities LLC By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxxxxxxxx Xxxxx Name: Xxx Xxxxxxx-Xxxxxxxxxxx Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxxx Xxxxxx Title: Associate Director Signature Page to Underwriting Agreement SCHEDULE I-A I Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Wachovia Capital Markets, LLC 1,050,000 Citigroup Global Markets Inc. 610,481 1,050,000 UBS Securities LLC 1,050,000 Xxxxxx Brothers Inc. 600,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 600,000 Xxxxxx Xxxxxxx & Co. Incorporated 600,000 X.X. Xxxxxx Securities Securities, Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital 210,000 Xxxxxx Xxxxxx & Company, Inc. 362,472 210,000 Xxxxxxxxxxx & Co. Inc. 210,000 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 210,000 RBC Capital Markets Corporation 210,000 Total 3,529,337 6,000,000 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B I to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9Sheet—May 7, 2009 4,600,000 2008 6,000,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only Issuer: Plains All American Pipeline, L.P. Symbol: NYSE: PAA Common Units Offered: 6,000,000 common units representing limited partner interests Price to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering pricePublic: $46.70 46.31 per common unit Option Price to purchase additional unitsthe Underwriters: 690,000 additional $44.78 per common unit Over-allotment Option: Up to 900,000 common units (30 days) representing limited partner interests Net Proceeds, net of underwriting commission and expenses: $214 million 274,050,612 (excluding option to purchase additional common unitsexercise of over-allotment option) or $246 million 315,203,206 (including exercise of over-allotment option), in full of option to purchase additional common units) each case, including the general partner’s proportionate capital contribution after deducting underwriting discounts and estimated offering expenses. Trade Date: September 9May 7, 2009 Settlement 2008 Closing Date: September 14May 12, 2009 Issuer Symbol2008 Underwriters: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Wachovia Capital Markets, LLC Citigroup Global Markets Inc. UBS Securities LLC Xxxxxx Brothers Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. Incorporated X.X. Xxxxxx Securities Securities, Inc. UBS Securities LLC Co-Managers: Barclays Capital Xxxxxx Xxxxxx & Company, Inc. Xxxxxxxxxxx & Co. Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo SecuritiesRBC Capital Markets Corporation Plains All American Pipeline, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer L.P. has previously filed a registration statement (including a prospectus) on Form S-3 with the SEC Securities and Exchange Commission (SEC) for the offering to which this communication relates, which registration statement was declared effective on July 22, 2005. Before you invest, you should read the prospectus supplement to the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer Plains All American Pipeline, L.P. and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and accompanying prospectus if you request it by calling Wachovia Capital Markets LLC toll-free at 000-000-0000 or Schedule II to Underwriting Agreement emailing a request to xxxxxx.xxxxxxxxx@xxxxxxxx.xxx, Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC toll-free at 1-888-827-7275. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA Finance Corp. None PAA GP LLC None Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group Group, LLC California Plains Products Pacific LA Marine Terminal LLC None Rocky Mountain Pipeline System LLC None Pacific Atlantic Terminals LLC California Ranch Pipeline LLC None Pacific Energy Finance Corporation California Plains Marketing Canada LLC None PMC (Nova Scotia) Company Alberta, Saskatchewan Plains Marketing Canada, L.P. Alberta, Saskatchewan, California, Louisiana, Oklahoma, Texas Plains LPG Services GP LLC Illinois, Texas Plains Towing LLC None PICSCO LLC Louisiana, Texas Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Alberta Aurora Pipeline Company Ltd. Alberta Plains Marketing CanadaLPG Services, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North DakotaIllinois, Oklahoma, Texas PMC (Nova Scotia) Company AlbertaBasin Holdings GP LLC Oklahoma, Saskatchewan Pacific Texas Basin Pipeline System Holdings, LP Oklahoma, Texas Entity Jurisdiction in which registered or qualified Rancho Holdings GP LLC California Texas Rancho Pipeline Holdings, L.P. Texas Lone Star Trucking, LLC None PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 [Date] Plains All American Pipeline, L.P. Public Offering of Common Units Wachovia Capital Markets, LLC Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx.Wachovia Capital Markets, 00xx Xxxxx Xxx XxxxLLC 0000 Xxxxxx Xxxxxx, Xxx Xxxx 00000 Suite 2255 Houston, Texas 77002 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and ), PAA GP LLC, Plains AAP, L.P., Plains All American GP LLC, Plains Marketing GP Inc., Plains Marketing, L.P., Plains Pipeline, L.P., Pacific Energy Group LLC, Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 60 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common UnitholderXxxxxxxxxx]
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
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 YorkTHIS 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 AND WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. This Agreement may be signed in various counterparts that which 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. Please confirm that the foregoing correctly sets forth the agreement among between the Partnership Company, the Guarantors and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINESINCLAIR BROADCAST GROUP, 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/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx NameDavid B. Amy Xxmx: Xxxxxxx Xxxxx TitleDavid B. Amy Xxtxx: Director ByChief Financial Officer GUARANTORS: XXXXXXX LYNCHCHESAPEAKE TELEVISION, PIERCEINC. CHESAPEAKE TELEVISION LICENSEE FSF-TV, XXXXXX & XXXXX INCORPORATED INC. KABB LICENSEE, INC. KDNL LICENSEE, INC. KSMO, INC. KSMO LICENSEE, INC. KUPN LICENSEE, INC. SCI-INDIANA LICENSEE, INC. SCI-SACRAMENTO LICENSEE, INC. SINCLAIR COMMUNICATIONS, INC. SINCLAIR RADIO OF ALBUQUERQUE, INC. SINCLAIR RADIO OF ALBUQUERQUE LICENSEX, XXX. SINCLAIR RADIO OF BUFFALO, INC. SINCLAIR RADIO OF BUFFALO LICENSEE, IXX. SINCLAIR RADIO OF GREENVILLE, INC. SINCLAIR RADIO OF GREENVILLE LICENSEE, XXX. SINCLAIR RADIO OF LOS ANGELES, INC. SINCLAIR RADIO OF LOS ANGELES LICENSEX, XXX. SINCLAIR RADIO OF MEMPHIS, INC. SINCLAIR RADIO OF MEMPHIS LICENSEE, IXX. SINCLAIR RADIO OF NASHVILLE, INC. SINCLAIR RADIO OF NASHVILLE LICENSEE, XXX. SINCLAIR RADIO OF NEW ORLEANS, INC. SINCLAIR RADIO OF NEW ORLEANS LICENSEX, XXX. SINCLAIR RADIO OF ST. LOUIS, INC. SINCLAIR RADIO OF ST. LOUIS LICENSEE, XXX. SINCLAIR RADIO OF WILKES-BARRE, INC. SINCLAIR RADIO OF WILKES-BARRE LICENSXX, XXX. SUPERIOR COMMUNICATIONS OF KENTUCKY, INC. SUPERIOR COMMUNICATIONS OF OKLAHOMA, INC. SUPERIOR KY LICENSE CORP. SUPERIOR OK LICENSE CORP. TUSCALOOSA BROADCASTING, INC. WCGV, INC. WCGV LICENSEE, INC. WDBB, INC. WLFL, INC. WLFL LICENSEE, INC. WLOS LICENSEE, INC. WPGH, INC. WPGH LICENSEE, INC. WSMH, INC. WSMH LICENSEE, INC. WSTR, INC. WSTR LICENSEE, INC. WSYX, INC. WTTE, CHANNEL 28, INC. WTTE, CHANNEL 28 LICENSEE, INC. WTTO, INC. WTTO LICENSEE, INC. WTVZ, INC. WTVZ LICENSEE, INC. WYZZ, INC. WYZZ LICENSEE, INC. By: /s/ Xxxxx XxXxxxx David B. Amy ---------------------------- Name: Xxxxx XxXxxxx TitleDavid B. Amy Xxtxx: Managing Director By: X.X. XXXXXX Secretary SALOMON BROTHERS INC CHASE SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC SALOMON BROTHERS INC By: /s/ Xxxx Xxxxxxxxxxxx NameMichael E. Anderson ------------------------ Xxxx: Xxxx Xxxxxxxxxxxx Michael E. Anderson Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director Managinx Xxxxxxxx SCHEDULE I-I SINCLAIR BROADCAST GROUP, INC. Undxxxxxxxx Principal Amount of Notes Salomon Brothers Inc $187,500,000 Chase Securities Inc. $ 62,500,000 EXHIBIT A Plains All American PipelineDESCRIPTION OF THE NOTES The following description of the particular terms of the Notes supplements, L.P. Number and to the extent inconsistent therewith, replaces, the description of Firm Units Underwriter the general terms and provisions set forth in the Prospectus, to which description reference is hereby made. See "Description of Debt Securities" in the accompanying Prospectus. The Notes will constitute Subordinated Debt Securities as described in the Prospectus. The Notes offered hereby will be issued under an Indenture (the "Base Indenture") to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynchentered into among the Company and First Union National Bank, Pierceas trustee (the "Trustee"), Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter as supplemented by the First Supplemental Indenture thereto to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynchentered into among the Company, Piercethe Guarantors and the Trustee (the "Supplemental Indenture" and, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8Base Indenture, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”"Indenture"). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests following summary of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate material provisions of the undersigned or any person in privity with the undersigned or any affiliate Indenture does not purport to be complete, and where reference is made to particular provisions of the undersignedIndenture, directly or indirectlysuch provisions, including the filing (or participation definitions of certain terms, are qualified in their entirety by reference to all of the provisions of the Indenture and those terms made a part of the Indenture by reference to the Trust Indenture Act. For definitions of certain capitalized terms used in the filing) following summary, see "Certain Definitions." Section references herein are to the Indenture. A form of a the Base Indenture has been filed as an exhibit to the registration statement with of which this Prospectus Supplement is a part and the Securities Base Indenture and Exchange Commission in respect of, or establish or increase the form of Supplemental Indenture will be filed as an exhibit to a put equivalent position or liquidate or decrease a call equivalent position within report incorporated by reference herein prior to the meaning of Section 16 issuance of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]Notes.
Appears in 1 contract
Samples: Sinclair Broadcast Group Inc
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company, the Selling Stockholders and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company, the Selling Stockholders and the several Underwriters. [Remainder of page intentionally left blank.] Very truly yours, PLAINS ALL AMERICAN PIPELINEGREAT WHITE ENERGY SERVICES, L.P. INC. By: PAA GP LLC, its General Partner Name: Title: SELLING STOCKHOLDERS: GWES HOLDINGS LLC By: PLAINS AAPName: Title: DIAMONDBACK HOLDINGS, L.P., its Sole Member LLC By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted CONFIRMED as of the date first above writtenmentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. Citigroup Global Markets Inc. Xxxxxxx LynchXXXXXXX XXXXX & ASSOCIATES, PierceINC. By: Name: Authorized Representative XXXXXXXXX & COMPANY, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. INC. By: Name: Authorized Representative Signature Page to Underwriting Agreement SCHEDULE I Name Number of Firm Shares Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities[•] Xxxxxxxxx & Company, LLC ByInc. [•] Xxxxxxx Xxxx & Company L.L.C. [•] Fearnley Fonds ASA [•] Xxxxxxx & Company International [•] SunTrust Xxxxxxxx Xxxxxxxx, Inc. [•] Tudor, Pickering, Xxxx & Co. Securities [•] [•] [•] Total: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director 12,500,000 SCHEDULE I-A Plains All American Pipeline, L.P. II Schedule of Selling Stockholders Stockholder Number of Firm Units Underwriter Shares to be Purchased Citigroup Global Markets Inc. 610,481 Sold Number of Additional Shares to be Sold GWES Holdings LLC 7,312,500 1,218,750 Diamondback Holdings, LLC 3,937,500 656,250 SCHEDULE III Certain Equity Interests in Pressure Control SCHEDULE IV Free Writing Prospectuses [None] SCHEDULE V Information Included in “Time of Sale Information” Public Offering Price: $ Number of Shares Offered: 12,500,000 SCHEDULE VI Persons Delivering Lock-Up Agreements Xxxx Xxxxxx Xxxxx X. Xxxxxxxx Xxxxxx X. Roles Xxxxxxx LynchX. Xxxxx Xxxxx Xxxx Xxxxxxx X. Xxxxxx Xxxxxx X. Xxxx Xxxxxx X. Xxxxx Xxxxxxx X. Xxxxxxxx Xxxxx X. Xxxxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxxx Xxxx X. Xxxxxxxx GWES Holdings LLC Diamondback Holdings, PierceLLC EXHIBIT A [•], Xxxxxx 2011 GREAT WHITE ENERGY SERVICES, INC. 00000 Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxx Xxxx, Xxxxxxxx 00000 Attention: [•] XXXXXXX XXXXX & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 ASSOCIATES, INC. 000 Xxxxxxxx Xxxxxxx Xxxxx & AssociatesXx. Xxxxxxxxxx, XX 00000 Re: Great White Energy Services, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table - Restriction on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Stock Sales Ladies and Gentlemen: This letter is being delivered to you in connection with pursuant to the proposed Underwriting Agreement (the “Underwriting Agreement”) entered or to be entered into by and among Plains All American PipelineGreat White Energy Services, L.P.Inc., a Delaware limited partnership corporation (the “PartnershipCompany”), certain stockholders of the Company named in Schedule II thereto (the “Selling Stockholders”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo SecuritiesXxxxxxxxx & Company, LLC and any other party thereto named therein Inc. as an underwriter the representatives (the “Representatives”) of the several underwriters (the “Underwriters”) relating named in Schedule I thereto. Upon the terms and subject to an underwritten the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of the common units representing limited partner stock, par value $0.01 per share, of the Company (the “Common Stock”), as described in and contemplated by the registration statement of the Company on Form S-1, File No. 333-172174 (the “Registration Statement”), as filed with the Securities and Exchange Commission on [•], 2011 (the “Offering”). The undersigned recognizes that it is in the best financial interests of the Partnershipundersigned, as an officer or director of the Company, or an owner of Common Stock, options, warrants or other securities of the Company convertible into or exercisable for Common Stock (the “Company Securities”), that the Company complete the proposed Offering. To induce you and The undersigned further recognizes that the other underwriters Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees thatthat the undersigned will not, except for transfers a period commencing on the date hereof and ending 180 days after the date of Common Units the Prospectus first filed pursuant to Rule 424(b) of the Rules and Regulations, inclusive (as defined in the Underwriting Agreement) in connection with “Lock-Up Period”), without the prior written consent of Xxxxxxx Xxxxx & Associates, Inc., (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into each, a “Disposition”) any transaction which is designed toCompany Securities, or might reasonably be expected toany securities convertible into or exercisable or exchangeable for, result in the disposition (whether by actual disposition or effective economic disposition due rights to cash settlement purchase or otherwise) otherwise acquire, any Company Securities, held by the undersigned or any affiliate of acquired by the undersigned after the date hereof, or any person in privity with that may be deemed to be beneficially owned by the undersigned or any affiliate of (collectively, the undersigned“Lock-Up Shares”), directly or indirectly, including pursuant to the filing rules and regulations (or participation in the filing“Rules and Regulations”) of a registration statement with promulgated under the Securities Act of 1933, as amended (the “Act”), and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Company Securities, whether any transaction described in the foregoing clauses (i) or (ii) is to be settled by delivery of Company Securities and Exchange Commission promulgated thereunder with respect toor other securities, in cash or otherwise, (iii) exercise or seek to exercise or effectuate in any Common Units manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other disposition of any securities that are convertible intoof the Lock-Up Shares or Company Securities held by the undersigned, or exercisable or exchangeable forto otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or (iv) publicly announce an the intention to effect do any such transactionof the foregoing. Notwithstanding the foregoing, for if (A) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or announces material news or a material event relating to the Company occurs or (B) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of 45 days after the Lock-Up Period, then the restrictions imposed in this letter agreement shall continue to apply until the expiration of the 18-day period beginning on the date of issuance of the Prospectus earnings release or the announcement of the material news or the occurrence of the material event; provided that such extension shall not apply if (x) at the expiration of the Lock-Up Period, the Company Securities are “actively traded securities” (as defined in Regulation M under the Underwriting AgreementExchange Act) and (y) the “Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Act, in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual. The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any consideration) or other transaction that is designed to or may reasonably be expected to lead to or result in a Disposition of Lock-Up Shares during the Lock-Up Period”, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (including any put or call option or reversal or cancellation thereof) without your prior written consentwith respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), Notwithstanding the agreement set forth above not to make any Disposition during the Lock-Up Period, you have agreed that the foregoing restrictions shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]not apply to:
Appears in 1 contract
Samples: Great White Energy Services, Inc.
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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership 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/ A. Xxxxxxx Xxxxxxxxx-Xxxxx Xxxxxxx Name: A. Xxxxxxx Xxxxxxxxx-Xxxxx Xxxxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Co. Incorporated Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxx XxXxxxx Name: Xxxx Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INCXXXXXXX & CO. INCORPORATED By: /s/ Xxx Xxxxxxx-Xxxxx Xxxxxx Name: Xxx Xxxxxxx-Xxxxx Xxxxxx Title: Executive Director Vice President By: UBS SECURITIES XXXXX FARGO SECURITIES, LLC By: /s/ Xxxx Xxxxxxxxxxxx Xxxxx Xxxxxx Name: Xxxx Xxxxxxxxxxxx Xxxxx Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A I Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 630,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 630,000 Xxxxxx Xxxxxxx & Co. Incorporated 630,000 Xxxxx Fargo Securities, LLC 630,000 Barclays Capital Inc. 336,000 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 336,000 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 336,000 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx 336,000 Xxxxxx Xxxxxx & AssociatesCompany, Inc. 109,960 Xxxxx Fargo Securities168,000 RBC Capital Markets, LLC 109,960 168,000 Total 1,070,663 4,200,000 Schedule I-B I to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9Additional Pricing Disclosure Package Pricing Information: Number of Units: 4,200,000 Firm Units or, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to if the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding Underwriters exercise in full their option to purchase additional common units) or $246 million (including exercise Units granted in full of option to purchase additional common units) Trade Date: September 9Section 2 hereof, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC 4,830,000 Units Public offering price for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Units: $62.60 per unit Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Pacific Pipeline System LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC PAA Natural Gas Storage, L.P. PNGS GP LLC PAA Natural Gas Storage, LLC Bluewater Natural Gas Holding, LLC Bluewater Gas Storage, LLC BGS Xxxxxxx Gas Storage LLC Pine Prairie Holding LLC Pine Prairie Energy Center, LLC PPEC Bondholder, LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Pacific Pipeline System LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC PAA Natural Gas Storage, L.P. PNGS GP LLC PAA Natural Gas Storage, LLC Bluewater Natural Gas Holding, LLC Bluewater Gas Storage, LLC BGS Xxxxxxx Gas Storage LLC Pine Prairie Holding LLC Pine Prairie Energy Center, LLC PPEC Bondholder, LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains AAP, L.P. Texas Plains All American GP LLC California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah PAA Natural Gas Storage, L.P. Texas PNGS GP LLC Louisiana, Michigan, Texas PAA Natural Gas Storage, LLC Louisiana, Michigan Bluewater Natural Gas Holding, LLC Michigan Bluewater Gas Storage, LLC Michigan BGS Xxxxxxx Gas Storage LLC Michigan Entity Jurisdiction in which registered or qualified Pine Prairie Holding LLC Louisiana Pine Prairie Energy Center, LLC Louisiana PPEC Bondholder, LLC EXHIBIT B September 9November 16, 2009 2010 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Co. Incorporated Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. Co. Incorporated and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 1998, 2005 or 2005 PPX Successor Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common UnitholderFor Individuals] Name: Title: Address: [Name and address of officer, director or common Unitholder]For Vulcan] Vulcan Energy Corporation By: Name: Title: Address: Exhibit C
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
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 which 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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Fund and the Manager and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. NUVEEN ARIZONA DIVIDEND ADVANTAGE MUNICIPAL FUND 3 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/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx ----------------------------- Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted NUVEEN ADVISORY CORP. By: ----------------------------- Title: Managing Director Confirmed as of the date first above writtenwritten on behalf of themselves and the other several Underwriters named in Schedule I hereto. Citigroup Global Markets By: Xxxxxxx Xxxxx Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx Lynch& Sons, PierceInc. Prudential Securities Incorporated UBS Warburg LLC H&R Block Financial Advisors, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Wachovia Securities, LLC Inc. AS REPRESENTATIVES OF THE SEVERAL UNDERWRITERS By: CITIGROUP GLOBAL MARKETS XXXXXXX XXXXX BARNEY INC. By: /s/ ----------------------------------- Title: SCHEDULE I Name of Underwriters Number of Common Shares -------------------- ----------------------- Xxxxxxx Xxxxx Name: Xxxxxx Inc. Nuveen Investments X.X. Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & AssociatesSons, Inc. 362,472 Xxxxx Fargo SecuritiesPrudential Securities Incorporated UBS Warburg LLC H&R Block Financial Advisors, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Wachovia Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]
Appears in 1 contract
Samples: Underwriting Agreement (Nuveen Arizona Dividend Advantage Municipal Fund 3)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable Wisconsin without reference to contracts made and to be performed within the State conflict of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that which together shall constitute one and the same instrument. If signed in counterparts, this Agreement and shall not become be effective unless when at least one counterpart hereof shall have been executed and delivered by or on behalf of each party hereto. Please confirm that If the foregoing correctly sets forth is in accordance with your understanding of our agreement, kindly sign and return to us the enclosed duplicates hereof, whereupon it will be- come a binding agreement among the Partnership Company and the several Underwriters, including the Representatives, all in accordance with its terms. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. REGAL-BELOIT CORPORATION ("Company") By: PAA GP LLC----------------------------------------- James L. Packard, its General Partner By: PLAINS AAPChairman, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President Xxxxxxxxx and Treasurer Signature Page to Underwriting Agreement CEO The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx ROBERT W. BAIRD & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities CO. INCORPXXXXXX XXX XXXX ROTHSCHILD LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL CIBC WORLD MARKETS INCCORP. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX Robert W. Baird & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INCCo. Incorpxxxxxx Acting as Representatives of the several Underwriters (including themselves) identified Annex A attached hereto. By: /s/ Xxx Xxxxxxx-Xxxxx Name------------------------------------------------ Its: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I------------------------------------------------ ANNEX A Plains All American Pipeline, L.P. Name of Underwriter Number of Firm Units Underwriter Shares to be Purchased Citigroup Global Robert W. Baird & Co. Incorpxxxxxx XXX XXXX Rothschild LLC CIBC World Markets Inc. 610,481 Xxxxxxx LynchCorp. ------- Total 3,000,000 ANNEX B SUBSIDIARIES State of Subsidiary Organization Equity Owners (Including %) ---------- ------------ --------------------------- Marathon Electric Manufacturing Corporation* Wisconsin Regal-Beloit Corporation (100%) Leeson Electric Corporation* Xxxxonsin Regal-Beloit Corporation (100%) Hub City, PierceInc.* Delaware Regal-Beloit Corporation (100%) Marathon Special Products Ohio Marathon Electric Manufacturing Corporation* Corporation (100%) Thomson Technology, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & AssociatesInc.* British Columbia Regal-Beloit Holdings, Inc. 362,472 Xxxxx Fargo Securities(Canada) (100%) Leeson Canada, LLC 362,472 Total 3,529,337 Schedule IInc.* Xxxxrio (Canada) Leeson Electric Corporation (100%) Mastergear GmbH Germany Regal-A to Underwriting Agreement SCHEDULE IBeloit Corporation (100%) Opperman Mastergear Limited Xxxxxx Kingdom Regal-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & AssociatesBeloit Corporation (100%) Costruzioni Meccaniche Italy Regal-Beloit Corporation (100%) Legnanesi New York Twist Drill, Inc. 109,960 Xxxxx Fargo SecuritiesDelaware Regal-Beloit Corporation (100%) Regal-Beloit Foreign Barbados Regal-Beloit Corporation (100%) Sales Corporation Regal-Beloit Flight Wisconsin Marathon Electric Manufacturing Services, Inc. Corporation (60%) Regal-Beloit Corporation (40%) Regal-Beloit Holdings Ltd. Yukon Territory Regal-Beloit Corporation (100%) (Canada) Marathon Redevelopment Missouri Marathon Electric Manufacturing Corporation Corporation (100%) Marathon Electric Far Singapore Marathon Electric Manufacturing East Pte Ltd. Corporation (100%) Thomson Finance, Ltd. British Columbia Regal-Beloit Holdings, Inc, (Canada) (100%) Patent Holdings Ltd. British Columbia Regal-Beloit Holdings, Inc, (Canada) (100%) Leeson Electric Xxxxonsin Leeson Electric Corporation Xxxxxnational, Inc. (100%) State of Subsidiary Organization Equity Owners (Including %) ---------- ------------ --------------------------- Shanghai Marathon GeXin China Marathon Electric Manufacturing Electric Company Ltd. Corporation (55%) _________________________ (45%) ---------------- * Denotes a "significant subsidiary" of the Company for purposes of this Agreement. OWNERSHIP OF EQUITY INTERESTS OF 5% OR MORE IN, OR CONTROL OF, OTHER CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS, JOINT VENTURES, ASSOCIATIONS, TRUSTS OR OTHER BUSINESS ORGANIZATIONS THAT ARE MATERIAL TO THE COMPANY OR ITS SUBSIDIARIES ON A CONSOLIDATED BASIS. None ANNEX C FORM OF LOCK-UP AGREEMENT Robert W. Baird & Co. Incorpxxxxxx XXX XXXX Rothschild LLC 109,960 Total 1,070,663 Schedule ICIBC World Markets Corp. As Representatives of the Several Underwriters c/o Robert W. Baird & Co. Incorpxxxxxx 000 Xxxx Wisconsin Avenue Mixxxxxxx, Xxxxxxxxx 00000 Xx: Xxxxx-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Xxloit Corporation (the "Company") Ladies & Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Units Representing Limited Partner Interests This free writing prospectus relates only to Stock of the securities described below and should be read together with Company (the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units"Common Stock") or $246 million securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (including exercise in full of option to purchase additional common unitsthe "Offering") Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of which you will act as the Capitalization table on page S-10 of representatives (the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e"Representatives") of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”)underwriters. The prospectus supplement undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contentsoperations. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in undersigned acknowledges that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to enter into the Underwriting AgreementOffering. In consideration of the foregoing, the undersigned hereby agrees that, except for transfers without the prior written consent of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exerciseRobert W. Baird & Co. Incorpxxxxxx, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned xxx xxxersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersignednot, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 commencing on the date hereof and continuing to a date 90 days after the date of the Prospectus (as defined in final prospectus for the Underwriting Agreement) Offering (the “"Lock-Up up Period”"), offer, sell, transfer, or pledge, contract to sell, transfer or pledge, or cause or in any way permit to be sold, transferred, pledged, or otherwise disposed of (collectively, a "Disposition") any (i) shares of Common Stock; (ii) rights, options, or warrants to purchase shares of Common Stock (including, without your prior written consent. If for limitation, shares of Common Stock that may be deemed to be beneficially owned by any reason the Underwriting Agreement is terminated before such shareholder in accordance with the applicable Delivery Date (as defined in regulations of the Underwriting AgreementCommission and shares of Common Stock that may be issued upon the exercise of a stock option, warrant or other convertible security), it being agreed, however, that neither the exercise of a stock option nor the withholding or surrender of Securities to cover applicable taxes on an option exercise shall be considered a Disposition; or (iii) securities that are convertible or exchangeable into shares of Common Stock now owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the power of disposition (collectively, the "Securities"). The foregoing sentence shall not apply to the Disposition of any or all of the Securities by gift, will or intestacy, provided that in any such case it shall be a condition to the Disposition that the transferee execute an agreement set forth above stating that the transferee is receiving and holding the Securities subject to the provisions of this Lock-up Letter and there shall likewise be terminatedno further Disposition of such Securities except in accordance with this Lock-up Letter. Yours very trulyThe foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a Disposition of the Securities during the Lock-up Period, [Signature even if such Securities would be disposed of officerby someone other than such holder. Such prohibited hedging or other transactions would include, director without limitation, any short sale (whether or common Unitholder] not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. The undersigned represents and warrants that the undersigned has full power and authority to enter into this agreement and acknowledges that this agreement is enforceable against the undersigned by the Representative. This agreement is irrevocable and will be binding on the undersigned and the respective successors, heirs, personal representatives, and assigns of the undersigned. Very truly yours, ------------------------------------ [Name and address of officer, director officer or common Unitholder]director] ANNEX D LIST OF OFFICERS AND DIRECTORS SUBJECT TO LOCK-UP James L. Packard Hxxxx X. Xxxxxxxx Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxxxxxch Xxxx X. Xxxxxxxx Fxxxx Xxxxxxxxxx Fxxxx X. Xxxxxxxxo X. Xxxx Xxxxxxx Joxx X. Xlxxxx Xxxxxxx X. Xxxxx Pxxx X. Xxxxx
Appears in 1 contract
Samples: Regal Beloit Corp
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable York, without reference to contracts made its conflict of law provisions (other than Section 5-1401 of the general obligations law), and to the obligations, rights and remedies of the parties hereunder shall be performed within the State of New Yorkdetermined in accordance with such laws. This Agreement may be signed executed in various counterparts that any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but 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. Please confirm that the foregoing correctly sets forth is in accordance with the agreement among the Partnership Underwriter’s understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and the UnderwritersUnderwriter’s acceptance shall represent a binding agreement between the Company and the Underwriter. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. Xxxxxxxxx Mortgage Securities Corporation 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/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC [ ] By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx ________________________________ Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to I Underwriting Agreement SCHEDULE I-B Plains All American Pipelinedated [ ] [ ], L.P. Number of Firm Units Underwriter [ ]. As used in this Agreement, the term “Registration Statement” refers to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 the Registration Statement on Form S-3, File No. 333-155671 September 9140945. Closing Date: [ ] [ ], 2009 Plains All American Pipeline[ ]. Preliminary Pool Balance: $[ ]. Cut-Off Date: [ ] [ ], L.P. Pricing Sheet — September 9[ ]. Title, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only Purchase Price and Description of Offered [Certificates] [Notes]: Xxxxxxxxx Mortgage Securities Corporation, Xxxxxxxxx Mortgage Securities Trust [ ], Mortgage [Loan Pass-Through Certificates] [Backed Notes], Series [ ], Classes designated below:1 Class Original Class [Certificate] [Note]Principal Balance Pass-Through Rate [ ] Class [ ] $[ ] Variable Pass-Through Rate [ ] Class [ ] $[ ] Variable Pass-Through Rate [ ] 1 Other [Certificates] [Notes] issued pursuant to the securities described below [Pooling and should be read together with Servicing Agreement] [Indenture]: Xxxxxxxxx Mortgage Securities Trust [ ], Mortgage Loan Pass-Through Certificates, Series [ ], Class [ ] and Class [ ] Certificates. Underwriter Original Class [Certificate] [Note] Principal Balance of Class [ ] [Certificates] [Notes] Purchase Price [ ] $[ ] [ ]% Total $[ ] Underwriter Original Class [Certificate] [Note] Principal Balance of Class [ ] [Certificates] [Notes] Purchase Price [ ] $[ ] [ ]% Total $[ ] EXHIBIT A Underwriter’s Information: [ ] EXHIBIT B-1 A legend in substantially the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering pricefollowing form must appear on each Free Writing Prospectus: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed or will file with the SEC a registration statement (including a prospectusbase prospectus and any prospectus supplement) and any related issuer free-writing prospectus with respect to this offering (the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering“Offering Documentation”). You may get these documents the Offering Documentation (when completed) for free by visiting XXXXX on searching the SEC Web site online database (XXXXX®) at xxxx://xxx.xxx.xxxxxx.xxx.xxx. Alternatively, you may obtain a copy of the issuerOffering Documentation by calling 1-800-221-1037. The following additional legends must appear on any final term sheet (including each version thereof), any amendment thereof or supplement thereto: This free writing prospectus is not required to contain all information that is required to be included in the base prospectus and the prospectus supplement. The information in this free writing prospectus, if conveyed prior to the time of your commitment to purchase, supersedes similar information contained in any prior free writing prospectus relating to these securities. The following additional legends must appear on each Free Writing Prospectus that includes Derived Information: For asset-backed and mortgage-backed securities: Certain of the information contained herein may be based on numerous assumptions (including preliminary assumptions about the pool assets and structure), which may not be specifically identified as assumptions in the information. Any such information or assumptions are subject to change. The information in this free writing prospectus may reflect assumptions specifically requested by you. If so, prior to the time of your commitment to purchase, you should request updated information based on any assumptions specifically required by you. EXHIBIT B-2 The following additional legend, or a similar legend to the following effect, may appear on any Free Writing Prospectus disseminated prior to the time of contract of sale, if reflective of the understanding between the Underwriter and the investor: The asset-backed securities referred to in these materials are being offered when, as and if issued. In particular, asset-backed securities and the asset pools backing them are subject to modification or revision (including, among other things, the possibility that one or more classes of securities may be split, combined or eliminated) at any time prior to issuance. As a result, you may commit to purchase securities with characteristics that may change materially, and all or a portion of the securities may not be issued with material characteristics described in these materials. Our obligation to sell securities to you is conditioned on those securities having the material characteristics described in these materials. If that condition is not satisfied, we will notify you, and neither the issuer nor any underwriter will have any obligation to you to deliver all or any dealer participating portion of the securities you committed to purchase, and there will be no liability between us as a consequence of the non-delivery. However, unless the class of securities you committed to purchase has been eliminated, we will provide you with revised offering materials and offer you an opportunity to purchase that class, as described in the revised offering will arrange materials. To indicate your interest in purchasing the class you must affirmatively communicate to send you us your desire to do so within _____ days after receipt of the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407revised offering materials, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275but in no event later than the business day before the date the securities are issued. Schedule II The following additional legend may appear on any Free Writing Prospectus disseminated prior to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering time of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemencontract of sale: This letter free writing prospectus is being delivered to you in connection solely to provide you with information about the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests the asset-backed securities referred to in this free writing prospectus and to solicit an indication of your interest in purchasing such securities, when, as and if issued. Any such indication of interest will not constitute a contractual commitment by you to purchase any of the Partnershipsecurities. To induce You may withdraw your indication of interest at any time. The following additional legend may appear on any Free Writing Prospectus that includes Derived Information: The information in this free writing prospectus may reflect parameters, metrics or scenarios specifically requested by you. If so, prior to the time of your commitment to purchase, you and should request updated information based on any parameters, metrics or scenarios specifically required by you in order to make your investment decision. EXHIBIT B-3 No legend to the other underwriters to enter into following effect, whether or not expressed in different language, may be included in any Free Writing Prospectus: Any statement that the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned free writing prospectus will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) superseded by the undersigned final prospectus. Any disclaimer of responsibility or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable liability for, or any disclaimer of the accuracy or completeness of, the content of the free writing prospectus that represent would not be appropriate for a prospectus or registration statement. [For example, a disclaimer by any party of the right accuracy of information for which that party has statutory liability would not be appropriate. However, factual statements regarding the role of any party in preparing, providing, approving or verifying any information may be made.] Any statement requiring investors to receiveread, Common Units or acknowledge they have read, any disclaimers or legends, the base prospectus or the registration statement. Language stating that the free writing prospectus is not a prospectus or an offer to sell (other than such a statement as to jurisdictions in which such offer or sale is not permitted). Any statement that the free writing prospectus is privileged or confidential, or that its use is otherwise restricted. Any statement that the free writing prospectus does not contain all material information, or that it will be supplemented by the final prospectus. Any statement that the free writing prospectus is subject to change without notice. Any statement that the investment decision should be based on, or may only be made based on, the final prospectus or any securities other information that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days is delivered only after the date time of the Prospectus (as defined in contract for sale of the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consentsecurities. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]EXHIBIT C Additional Issuer Information
Appears in 1 contract
Samples: Underwriting Agreement (Thornburg Mortgage Securities Corp)
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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership 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/ Sxxxxx Xxxxxxx Xxxxxxxxx-Xxxxx Name: Sxxxxx Xxxxxxx Xxxxxxxxx-Xxxxx Title: Senior Vice President and Treasurer PAA FINANCE CORP. By: /s/ Sxxxxx Xxxxxxx Name: Sxxxxx Xxxxxxx Title: Senior 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. Xxxxxxx Lynch, Pierce, J.X. Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & AssociatesBofA Securities, Inc. Xxxxx Fargo SecuritiesRBC Capital Markets, LLC As Representatives of the several Underwriters By: J.X. Xxxxxx Securities LLC By: CITIGROUP GLOBAL MARKETS INC. Barclays Capital Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Rxxxxx Xxxxxxxxx By: /s/ Xxxxx XxXxxxx Axxxxx Xxxxxx Name: Xxxxx XxXxxxx Rxxxxx Xxxxxxxxx Name: Axxxxx Xxxxxx Title: Executive Director Title: Managing Director By: X.X. XXXXXX SECURITIES INC. BofA Securities, Inc. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES RBC Capital Markets, LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director Kxxxx Xxxxxx By: /s/ Xxxxxxx Xxxxxxx Sxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxxx Kxxxx Xxxxxx Name: Sxxxx X. Xxxxxxxx Title: Associate Managing Director Title: Authorized Signatory Underwriters’ Signature Page to Underwriting Agreement SCHEDULE II Underwriters Principal Amount of Notes to be Purchased J.X. Xxxxxx Securities LLC $ 108,750,000 Barclays Capital Inc. 108,750,000 BofA Securities, Inc. 108,750,000 RBC Capital Markets, LLC 108,750,000 BBVA Securities Inc. 33,750,000 BMO Capital Markets Corp. 33,750,000 CIBC World Markets Corp. 33,750,000 PNC Capital Markets LLC 33,750,000 SMBC Nikko Securities America, Inc. 33,750,000 SunTrust Rxxxxxxx Xxxxxxxx, Inc. 33,750,000 TD Securities (USA) LLC 33,750,000 U.S. Bancorp Investments, Inc. 33,750,000 Fifth Third Securities, Inc. 15,000,000 ING Financial Markets LLC 15,000,000 Regions Securities LLC 15,000,000 Total $ 750,000,000 SCHEDULE II Filed Pursuant to Rule 433 Registration No. 333-A 227358 June 8, 2020 Final Term Sheet $750,000,000 3.800% Senior Notes due 2030 Issuers: Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule Iand PAA Finance Corp. Ratings (Mxxxx’x / S&P / Fitch):* [Ratings Intentionally Omitted] Security Type: Senior unsecured Legal Format: SEC-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. registered Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September Date: June 8, 2009 and the prospectus dated September 92020 Settlement Date (T+3): June 11, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade 2020 Maturity Date: September 915, 2009 Settlement Date2030 Principal Amount: $750,000,000 Benchmark Treasury: UST 0.625% due May 15, 2030 Benchmark Treasury Yield: 0.875% Spread to Benchmark Treasury: +295 bps Yield to Maturity: 3.825% Coupon: 3.800% Public Offering Price: 99.794% Net Proceeds (after deducting the underwriting discount and estimated offering expenses): $741.58 million Make-whole Call: T+ 45 bps Call at Par: On or after June 15, 2030 Interest Payment Dates: March 15 and September 1415, 2009 Issuer Symbolbeginning on September 15, 2020 CUSIP / ISIN: PAA Exchange: NYSE CUSIP: 000000000 72650R BN1 / US72650RBN17 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. J.X. Xxxxxx Securities LLC Barclays Capital Inc. UBS BofA Securities, Inc. RBC Capital Markets, LLC BBVA Securities Inc. BMO Capital Markets Corp. CIBC World Markets Corp. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. SunTrust Rxxxxxxx Xxxxxxxx, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & AssociatesFifth Third Securities, Inc. Xxxxx Fargo SecuritiesING Financial Markets LLC Regions Securities LLC * Note: A securities rating is not a recommendation to buy, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column sell or hold securities and may be revised or withdrawn at any time. Delivery of the Capitalization table notes is expected to be made against payment therefor on page S-10 or about June 11, 2020, which is the third business day following the date of pricing of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also notes (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together settlement being referred to as “relevant personsT+3”). The prospectus supplement and its contents Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are confidential 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+3, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contentsconsult their own advisors. The issuer has issuers have filed a registration statement (including a base prospectus) and a prospectus supplement with the SEC 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 issuer has issuers have filed with the SEC for more complete information about the issuer issuers and this offering. You may get these documents for free by visiting XXXXX EXXXX on the SEC Web web site at xxxx://xxx.xxx.xxxwxx.xxx.xxx. Alternatively, the issuerissuers, 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 or emailing J.X. Xxxxxx Securities LLC collect at 1-000-000-0000, Barclays Capital Inc. toll-free at 1-877000-858000-54070000, Xxxxxxx LynchBofA Securities, PierceInc. toll-free at 1-800-294-1322 or dx.xxxxxxxxxx_xxxxxxxx@xxxx.xxx or RBC Capital Markets, Xxxxxx & Xxxxx Incorporated LLC toll-free at 01-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group Pipeline System LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Pine Prairie Energy Center, LLC SG Resources Mississippi, L.L.C. Plains Marketing CanadaLPG Services, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, Plains Capline LLC PICSCO Sunrise Pipeline LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas StoragePine Prairie Energy Center, LLC PICSCO LLC SG Resources Mississippi, L.L.C. Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing CanadaLPG Services, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement Plains Capline LLC Sunrise Pipeline LLC 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 Marketing AAP, L.P. Texas Plains All American GP Inc. 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 Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing CanadaAlberta, L.P. SaskatchewanManitoba, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company AlbertaOntario, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas StoragePine Prairie Energy Center, LLC Texas Louisiana SG Resources Mississippi, L.L.C. Alabama, Mississippi Plains West Coast Terminals LPG Services, L.P. California, Illinois, Oklahoma Plains Capline LLC California PICSCO N/A Sunrise Pipeline LLC LouisianaOklahoma, Texas Rocky Mountain Pipeline System LLC Utah Exhibit 1 EXHIBIT B September 9CHIEF FINANCIAL OFFICER’S CERTIFICATE June 8, 2009 2020 The undersigned, in his capacity as the Chief Financial Officer of Plains All American PipelineGP LLC, L.P. Public Offering a Delaware limited liability company, which is the general partner of Common Units Citigroup Global Markets Inc. Xxxxxxx LynchPlains AAP, PierceL.P., Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associatesa Delaware limited liability partnership, Inc. Xxxxx Fargo Securitieswhich is the sole member of PAA GP LLC, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx.a Delaware limited liability company, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter which is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among 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 Citigroup Global Markets Inc.record systems of the Partnership and that, Xxxxxxx Lynchto his knowledge after reasonable investigation, Piercethere has not been any material adverse change in the financial position, results of operations, cash flows or working capital of the Partnership since March 31, 2020. In addition, as of the date of this certificate, the total debt of the Partnership is approximately $10.2 billion. 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 J.X. Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & AssociatesBofA Securities, Inc. and Xxxxx Fargo SecuritiesRBC Capital Markets, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests representatives of the Partnershipseveral Underwriters. To induce you This certificate is to assist the Underwriters in conducting and documenting their investigation of the other underwriters to enter into affairs of the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) Partnership in connection with (i) the exercise, termination or other disposition offering of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (Notes covered by the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option PlanRegistration Statement, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, Pricing Disclosure Package and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]Prospectus.
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINEAMEDISYS, L.P. INC. 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/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted CONFIRMED as of the date first above writtenmentioned, for itself and on behalf of the other several Underwriters named in Schedule I hereto. Citigroup Global Markets Inc. Xxxxxxx LynchBy: XXXXXXX XXXXX & ASSOCIATES, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. INC. By: Authorized Representative SCHEDULE I Name Number of Firm Shares Number of Additional Shares Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo SecuritiesWachovia Capital Markets, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES Securities LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global CIBC World Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 Corp. X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & AssociatesTotal: SCHEDULE II FREE WRITING PROSPECTUSES SCHEDULE III SCHEDULE OF LOCK-UP STOCKHOLDERS 40 EXHIBIT A October , 2006 Amedisys, Inc. 362,472 Xxxxx Fargo Securities00000 Xxxx Xxxx, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American PipelineSuite 300 Baton Rouge, L.P. Number Louisiana 70816 XXXXXXX XXXXX & ASSOCIATES, INC. 000 Xxxxxxxx Xxxxxxx Xx. Xxxxxxxxxx, XX 00000 As Representative of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associatesthe Several Underwriters Re: Amedisys, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “OrderCompany”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely - Restriction on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and GentlemenStock Sales Dear Sirs: This letter is being delivered to you in connection with pursuant to the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipelineto be entered into by the Company, L.P.as issuer, a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo SecuritiesInc., LLC and any other party thereto named therein as an underwriter the representative (the “Representative”) of certain underwriters (the “Underwriters”) relating to an underwritten be named therein. Upon the terms and subject to the conditions of the Underwriting Agreement, the Underwriters intend to effect a public offering of common units representing limited partner Common Stock, par value $0.001 per share, of the Company (the “Shares”), as described in and contemplated by the registration statement of the Company on Form S-3, File No. 333- (the “Registration Statement”), as filed with the Securities and Exchange Commission on October , 2006 (the “Offering”). The undersigned recognizes that it is in the best financial interests of the Partnershipundersigned, as an officer or director, or an owner of stock, options, warrants or other securities of the Company (the “Company Securities”), that the Company complete the proposed Offering. To induce you and The undersigned further recognizes that the other underwriters Company Securities held by the undersigned are, or may be, subject to certain restrictions on transferability, including those imposed by United States federal securities laws. Notwithstanding these restrictions, the undersigned has agreed to enter into this letter agreement to further assure the Underwriters that the Company Securities of the undersigned, now held or hereafter acquired, will not enter the public market at a time that might impair the underwriting effort. Therefore, as an inducement to the Underwriters to execute the Underwriting Agreement, the undersigned hereby acknowledges and agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, that the undersigned will not (i) offer, sell, contract to sell, pledge pledge, grant any option to purchase or otherwise dispose of (or enter into collectively, a “Disposition”) any transaction which is designed toCompany Securities, or might reasonably be expected toany securities convertible into or exercisable or exchangeable for, result in the disposition (whether by actual disposition or effective economic disposition due any rights to cash settlement purchase or otherwise) otherwise acquire, any Company Securities held by the undersigned or any affiliate of acquired by the undersigned after the date hereof, or any person in privity with that may be deemed to be beneficially owned by the undersigned or any affiliate of (collectively, the undersigned“Lock-Up Shares”), directly or indirectly, including pursuant to the filing (or participation in the filing) of a registration statement with Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Act”), and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and amended (the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction“1934 Act”), for a period of 45 commencing on the date hereof and ending 90 days after the date of the Company’s Prospectus (as defined in first filed pursuant to Rule 424(b) under the Underwriting Agreement) Act, inclusive (the “Lock-Up Period”) ), without your the prior written consentconsent of Xxxxxxx Xxxxx & Associates, Inc.1 or (ii) exercise or seek to exercise or effectuate in any manner any rights of any nature that the undersigned has or may have hereafter to require the Company to register under the Act the undersigned’s sale, transfer or other disposition of any of the Lock-Up Shares or other securities of the Company held by the undersigned, or to otherwise participate as a selling securityholder in any manner in any registration effected by the Company under the Act, including under the Registration Statement, during the Lock-Up Period, notwithstanding the foregoing, if (x) during the last 17 days of the Lock-Up Period, the Company issues a release concerning earnings or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the Lock-Up Period, the Company announces it will release earnings results during the 16 day period beginning on the last day of the Lock-Up Period; the restrictions imposed in this letter agreement shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging, collar (whether or not for any reason consideration) or other transaction that is designed to or reasonably expected to lead or result in a Disposition of Lock-Up Shares during the Underwriting Agreement is terminated before the applicable Delivery Date Lock-Up Period, even if such Lock-Up Shares would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include any short sale or any purchase, sale or grant of any right (as defined in the Underwriting Agreement)including any put or call option or reversal or cancellation thereof) with respect to any Lock-Up Shares or with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from Lock-Up Shares. Notwithstanding the agreement set forth above not to make any Disposition during the Lock-Up Period, you have agreed that the foregoing restrictions shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]not apply to:
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York applicable to contracts agreements made and to be performed within the State of New Yorkentirely in said State. This Agreement may be signed executed in various counterparts that any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but 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. Please confirm that the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Partnership Company, FUNB and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINEFIRST UNION COMMERCIAL MORTGAGE SECURITIES, 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 INC. By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx William J. Cohane ------------------------------------ Name: Xxxxxxx Xxxxxxxxx-Xxxxx William J. Cohane Title: Vice President and Treasurer Signature Page to Underwriting Agreement FIRST UNION NATIONAL BANK By: /s/ Alan Kronovet ------------------------------------ Name: Alan Kronovet Title: Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS DEUTSCHE BANC ALEX. BROWN INC. By: /s/ Xxxxxxx Xxxxx Helaine M. Kaplan ------------------------------------ Name: Xxxxxxx Xxxxx Helaine M. Kaplan Title: Vice President By: /s/ Donald S. Belanger ------------------------------------ Name: Donald S. Belanger Title: Director By: XXXXXXX LYNCHFIRST UNION SECURITIES, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Blake O'Connor ------------------------------------ Name: Xxx Xxxxxxx-Xxxxx Blake O'Connor Title: Executive Director By: UBS SECURITIES LLC Vice President ABN AMRO INCORPORATED By: /s/ Xxxx Xxxxxxxxxxxx Linda A. Dawson ------------------------------------ Name: Xxxx Xxxxxxxxxxxx Linda A. Dawson Title: Managing Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE IEXHIBIT A COMPUTATIONAL MATERIALS NONE EXHIBIT B TERM SHEETS [Form 8-A Plains All American PipelineK filed by the Registrant on February 5, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch2002, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission a structural and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September collateral Term Sheet is hereby incorporated by reference.] SCHEDULE I UNDERWRITING AGREEMENT DATED FEBRUARY 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]2002:
Appears in 1 contract
Samples: First Union National Bank Com Mort Pas THR Cert Ser 2002 C1
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable Florida without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company, the Trust and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. WXXXXXX PETROLEUM CORPORATION By: PAA GP LLC, its General Partner Name: Title: WXXXXXX USA TRUST I By: PLAINS AAPThe Bank of New York Trust Company, L.P.N.A., its Sole Member Trustee By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Mxxx X. Xxxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted CONFIRMED as of the date first above writtenmentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. Citigroup Global Markets Inc. Xxxxxxx LynchRXXXXXX JXXXX & ASSOCIATES, PierceINC. By: Authorized Representative WACHOVIA CAPITAL MARKETS, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx By: Authorized Representative SCHEDULE I Number Name Firm Units Rxxxxxx Jxxxx & Associates, Inc. Xxxxx Fargo SecuritiesWachovia Capital Markets, LLC ByRBC Capital Markets Oxxxxxxxxxx & Co. Inc. Sxxxxx Xxxxxxxx Total: CITIGROUP GLOBAL MARKETS INC10,850,000 SCHEDULE II Free Writing Prospectuses None. BySCHEDULE III Information Included in “Time of Sale Information” Public offering price: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number $[____] per Trust Unit Underwriting discounts and commissions (excluding a structuring fee of Firm Units Underwriter $[______] payable to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx Rxxxxxx Jxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Inc.): $[____] per Trust Unit Total 3,529,337 Schedule I-A proceeds to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number Wxxxxxx Petroleum Corporation after discounts but before expenses (excluding a structuring fee of Firm Units Underwriter $[______] payable to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx Rxxxxxx Jxxxx & Associates, Inc. 109,960 Xxxxx Fargo SecuritiesInc.): $[____________] Settlement and delivery date: [____________] SCHEDULE IV LIST OF STATES Alabama Arkansas Colorado Kansas Louisiana Michigan Mississippi Montana New Mexico North Dakota Oklahoma Texas Utah Wyoming SCHEDULE IV Arkansas Mitchell, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9Williams, 2009 Plains All American PipelineSxxxx, L.P. Pricing Sheet — September 9Gates & Wxxxxxxx, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8P.L.L.C. Michigan Mika, 2009 and the prospectus dated September 9Meyers, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) ProceedsBxxxxxx & Jxxxx, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9PLC Montana Cxxxx & Dxxxxxx, 2009 Settlement Date: September 14P.C. North Dakota Fxxxx, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx LynchMxxxxx & Sxxxxx, PierceLtd. Oklahoma Cxxxx & Dxxxxxx, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx P.C. Texas Cotton Bxxxxxx Xxxxx & AssociatesDxxxxx, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx P.C. Wyoming Holland & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]Hxxx LLP
Appears in 1 contract
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York applicable to contracts agreements made and to be performed within the State of New Yorkentirely in said State. This Agreement may be signed executed in various counterparts that any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. If signed in counterparts, No amendment of any provision of this Agreement shall not become be effective unless at least one counterpart hereof shall have been executed it is in writing and delivered on behalf of each party signed by the parties hereto. Please confirm that If the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Partnership Company, Wachovia and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINEWACHOVIA COMMERCIAL MORTGAGE SECURITIES, 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 INC. By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx William J. Cohane ----------------------------------------- Name: Xxxxxxx Xxxxxxxxx-Xxxxx William J. Cohane Title: Vice President and Treasurer Signature Page to Underwriting Agreement Managxxx Xxxxxxxx WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ Wayne M. Fitzgerald, II ----------------------------------------- Name: Wayne M. Fitzgerald, II Title: Xxxx Xxxxxxxxx The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo SecuritiesWACHOVIA CAPITAL MARKETS, LLC By: CITIGROUP GLOBAL MARKETS /s/ Elizabeth K. Stinson ----------------------------------------- Name: Elizabeth K. Stinson Title: Vixx Xxxxxxxxx GREENWICH CAPITAL MARKETS, INC. By: /s/ Xxxxxxx Xxxxx Andrew B. Snow ----------------------------------------- Name: Xxxxxxx Xxxxx Andrew B. Snow Title: Director By: XXXXXXX LYNCHVice Prexxxxxx GOLDMAN, PIERCE, XXXXXX SACHS & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INCCO. By: /s/ Xxx XxxxxxxGxxxxxx, Sxxxx & Co. ----------------------------------------- Goldman, Sachs & Co. EXHIBIT A Computational Materials See Attached. [NONE.] EXHIBIT B Term Sheet [Form 8-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director K filed by Registrant on October 18, 2004 relating to a structural and collateral term sheet is hereby incorporated by reference.] SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to I Underwriting Agreement SCHEDULE I-B Plains All American Pipelinedated October 29, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]2004:
Appears in 1 contract
Samples: Wachovia Bank Commercial Mortgage Trust Series 2004-C15
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the laws of the State of New without regard to principles of conflicts of law other than Section 5-1401 of the New York applicable to contracts made and to be performed within the State of New YorkGeneral Obligations Law which shall govern. This Agreement may be signed executed in various counterparts that any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but 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. Please confirm that the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Partnership Company, Bank of America and the several 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 BANC OF AMERICA COMMERCIAL MORTGAGE INC. By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx John S. Palmer -------------------------------------- Name: Xxxxxxx Xxxxxxxxx-Xxxxx John S. Palmer Title: Vice President and Treasurer Signature Page to Underwriting Agreement Prxxxxxxx BANK OF AMERICA, NATIONAL ASSOCIATION By: /s/ Stephen L. Hogue -------------------------------------- Name: Stephen L. Hogue Title: Princxxxx [SIGNATURE PAGE TO UNDERWRITING AGREEMENT] The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, BANC OF AMERICA SECURITIES LLC By: CITIGROUP GLOBAL MARKETS /s/ Peter J. Cookson -------------------------------------- Name: Peter J. Cookson Title: Managxxx Xxxxxxxx LEHMAN BROTHERS INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxne Thomas -------------------------------------- Name: Xxxxxxx Xxxxx Charlene Thomas Title: Director ByVice Pxxxxxxxx MORGAN STANLEY & CO. INCORPORATED Xx: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx /x/ Warren H. Friend -------------------------------------- Name: Xxxxx XxXxxxx Warren H. Friend Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director Managxxx Xxxxxtor [SIGNATURE PAGE TO UNDERWRITING AGREEMENT] SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to I Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September dated November 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]2007:
Appears in 1 contract
Samples: Banc of America Commercial Mortgage Inc., Series 2007-4
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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership and the Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINEGP HOLDINGS, L.P. By: PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP Holdings LLC, its General Partner By: /s/ Xxxxx Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxx Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President — Accounting and Treasurer Chief Accounting Officer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director Co-Head North America Energy As Representative of the several Underwriters named in Schedule II Signature Page to Underwriting Agreement SCHEDULE I-A I Plains All American PipelineGP Holdings, L.P. Underwriter Number of Firm Units Underwriter Shares to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx 38,017,241 BBVA Securities Inc. 610,480 UBS 853,448 BNP Paribas Securities Corp. 426,724 MUFG Securities Americas Inc. 426,724 SMBC Nikko Securities America, Inc. 426,724 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 426,724 CIBC World Markets Corp. 284,483 Fifth Third Securities, Inc. 284,483 ING Financial Markets LLC 284,483 PNC Capital Markets LLC 284,483 Regions Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 284,483 Total 3,529,337 42,000,000 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B I to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9Additional Pricing Disclosure Package Pricing Information: Number of Shares: 42,000,000 Firm Shares or, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to if the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding Underwriters exercise in full their option to purchase additional common units) or $246 million (including exercise Shares granted in full of option to purchase additional common units) Trade Date: September 9Section 2 hereof, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million48,300,000 Shares. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC Public offering price for the offering to which this communication relatesShares: Variable price reoffering. Before you investApplicable Time: 7:10 p.m., you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX New York City time, on the SEC Web site at xxxx://xxx.xxx.xxx. AlternativelyFebruary 23, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-72752017. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains Midstream Canada ULC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Plains South Texas Gathering LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group Pipeline System LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains MarketingPine Prairie Energy Center, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC SG Resources Mississippi LLC Plains Products Terminals LLC LPG Services LP Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System South Texas Gathering LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified PAA GP LLC Texas PAA GP Holdings LLC Texas Pacific Pipeline System LLC California Pine Prairie Energy Center, LLC Louisiana Plains All American PipelineAAP, L.P. Texas Plains Marketing All American GP Inc. LLC California, Illinois, Louisiana, Oklahoma, Texas Plains All American Pipeline, L.P. Texas Plains GP Holdings, L.P. Texas Plains LPG Services LP California, Illinois, Oklahoma Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Midstream Canada ULC Alberta, Manitoba, New Brunswick, Nova Scotia, Ontario, Quebec, Saskatchewan Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada South Texas Gathering LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Oklahoma Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah SG Resources Mississippi LLC Alabama, Mississippi EXHIBIT B September 9February 23, 2009 2017 Plains All American PipelineGP Holdings, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Class A Shares Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among between Plains All American PipelineGP Holdings, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units Class A shares representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Class A Shares and PAA Common Units (each as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit restricted shares or Phantom Unit phantom share awards under the Plains All American GP LLC 1998 Partnership’s or 2005 LongPAA’s long-Term Incentive Plans term incentive plans or with the exercise of options under the Option Plan(ii) gifts or charitable donations, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Class A Shares, PAA Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Class A Shares, PAA Common Units or any securities that are senior to or pari passu with Class A Shares or PAA Common UnitsUnis, or publicly announce an intention to effect any such transaction, for a period of 45 60 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your the prior written consent. consent of Citigroup Global Markets Inc. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature Name: Title: Address: EXHIBIT B-1 List of officerParties to Execute Lock Up Agreements Oxy Holding Company (Pipeline), director or common Unitholder] [Name and address of officerInc. EMG Investment, director or common Unitholder]LLC KAFU Holdings L.P. KAFU Holdings (QP), L.P. KAFU Holdings II, L.P. Lynx Holdings I, LLC Xxxx X. Xxxxxxxxx Xxxxx X. Xxxxxxx Xxxxxx Xxxxxx Xxxxxxx X. XxXxx Xxxxxx X. Xxxxxxxx Xx Xxxxxxx Xxxxx Xxxxxxx Xxxx xxxXxxx Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxx (Xxx) Xxxxxxx Xxxxxxxx Xxxxxxx
Appears in 1 contract
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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership 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/ A. Xxxxxxx Xxxxxxxxx-Xxxxx Xxxxxxx Name: A. Xxxxxxx Xxxxxxxxx-Xxxxx Xxxxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Barclays Capital Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities Inc. LLC UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC As Representatives of the several underwriters By: CITIGROUP GLOBAL MARKETS INC. Barclays Capital Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 By: /s/ Xxxxxxxx Xxxx By: /s/ Xxxx Xxxxx Name: Xxxxxxxx Xxxx Title: Vice President Name: Xxxx Xxxxx Title: Managing Director By: Citigroup Global Markets Inc. By: X.X. Xxxxxx Securities Inc. 610,480 LLC By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxx Xxxxxxx Title: Vice President Name: Xxxxxxxx Xxxx Title: Executive Director By: UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 By: Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement By: /s/ Xxx Xxxxxx By: /s/ Xxxxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director Name: Xxxxx Xxxxxx Title: Director By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Associate Director SCHEDULE I-B I Plains All American Pipeline, L.P. Underwriter Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Barclays Capital Inc. 185,195 700,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 700,000 Citigroup Global Markets Inc. 700,000 X.X. Xxxxxx Securities Inc. 185,196 LLC 700,000 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 700,000 Xxxxx Fargo Securities, LLC 425,000 Xxxxxxx Xxxxx & Associates, Inc. 109,960 350,000 RBC Capital Markets, LLC 350,000 Xxxxxxxxxxx & Co. Inc. 100,000 Xxxxxx X. Xxxxx Fargo & Co. Incorporated 100,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 100,000 Global Hunter Securities, LLC 109,960 75,000 Total 1,070,663 5,000,000 Schedule I-B I to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9Additional Pricing Disclosure Package Pricing Information: Number of Units: 5,000,000 Firm Units or, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to if the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding Underwriters exercise in full their option to purchase additional common units) or $246 million (including exercise Units granted in full of option to purchase additional common units) Trade Date: September 9Section 2 hereof, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC 750,000 Units Public offering price for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Units: $80.03 per unit Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Marketing, L.P. Plains Pipeline, L.P. Pacific Pipeline System LLC Plains Products Terminals LLC Plains Midstream Canada ULC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Pine Prairie Energy Center, LLC SG Resources Mississippi LLC Plains LPG Services LP Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group Pipeline System LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains MarketingPine Prairie Energy Center, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC SG Resources Mississippi LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC LPG Services LP Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas PAA GP LLC Texas Plains Marketing AAP, L.P. Texas Plains All American GP Inc. LLC California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing CanadaBritish Columbia, L.P. SaskatchewanXxxxxxxx, CaliforniaXxxxxx, LouisianaXxx Xxxxxxxxx, MarylandXxxx Xxxxxx, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Xxxxxxx and Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9Pine Prairie Energy Center, 2009 LLC Louisiana SG Resources Mississippi LLC Mississippi Plains LPG Services LP California, Illinois, Oklahoma, Texas XXXXXXX X Xxxxx 0, 0000 Xxxxxx All American Pipeline, L.P. Public Offering of Common Units Barclays Capital Inc. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Barclays Capital Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representatives of the several underwriters Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Barclays Capital Inc., Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., Incorporated UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. LLC and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 1998, 2005 or 2005 PPX Successor Long-Term Incentive Plans or with the exercise of options under the Option Plan(ii) gifts or charitable donations, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (of, or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your the prior written consent. consent of Barclays Capital Inc. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature Name: Title: Address: Exhibit C CHIEF FINANCIAL OFFICER’S CERTIFICATE March 6, 2012 The undersigned, in his capacity as the Chief Financial Officer of officerPAA GP LLC, director a Delaware limited liability company and 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 common Unitholder] [Name working capital of the Partnership since December 31, 2011. In addition, as of the date of this certificate, the total debt of the Partnership is approximately $5.2 billion. 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 address among the Partnership and Barclays Capital Inc., Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Securities LLC and Xxxxx Fargo Securities, LLC as the representatives of officerthe 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 Units covered by the Registration Statement, director or common Unitholder]the Pricing Disclosure Package and the Prospectus. IN WITNESS WHEREOF, the undersigned has hereunto affixed his signature as of the date first written above. Xx Xxxxxxx Executive Vice President and Chief Financial Officer
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
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 which 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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company, the Partnership, the Trust and the UnderwritersUnderwriter. Very truly yours, PLAINS ALL AMERICAN PIPELINEEQUITY INNS, INC. By: /s/ J. Xxxxxxxx Xxxxxxx --------------------------- J. Xxxxxxxx Xxxxxxx Executive Vice President, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS TRUST By: /s/ J. Xxxxxxxx Xxxxxxx --------------------------- J. Xxxxxxxx Xxxxxxx Executive Vice President, Chief Financial Officer, Secretary, and Treasurer EQUITY INNS PARTNERSHIP, L.P. By: PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its EQUITY INNS TRUST General Partner By: /s/ J. Xxxxxxxx Xxxxxxx Xxxxxxxxx-Xxxxx Name: -------------------------- J. Xxxxxxxx Xxxxxxx Xxxxxxxxx-Xxxxx Title: Executive Vice President President, Chief Financial Officer, Secretary, and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Confirmed as of the date first above writtenmentioned. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxx ------------------------------ Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Xxxxxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES SCHEDULE A-1 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American PipelineJURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Holdings") Tennessee 100% owned by the Partnership Equity Inns Partnership, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch(the "Partnership") Tennessee Approximately 96.8% owned by the Trust; approximately 3.2% owned by various limited partners Equity Inns Partnership II, PierceL.P. Tennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & AssociatesL.P. Tennessee 1% GP interest held by Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I, L.P. Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the Partnership EQI Financing Corporation II Tennessee 100% owned by the Trust EQI Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- EQI/WV Financing Partnership, L.P. Tennessee 1% GP interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership EQI Financing Corporation III Tennessee 100% owned by the Trust EQI Financing Partnership III, L.P. Tennessee 1% GP interest held by EQI Financing Corporation III; 99% LP interest held by the Partnership EQI Financing Corporation IV Tennessee 100% owned by the Trust EQI Financing Partnership IV, L.P. Tennessee 1% GP interest held by EQI Financing Corporation IV; 99% LP interest held by the Partnership EQI Financing Corporation V Tennessee 100% owned by the Trust EQI Financing Partnership V, L.P. Tennessee 1% GP interest held by EQI Financing Corporation V; 99% LP interest held by the Partnership EQI/WV Financing Corporation Tennessee 100% owned by the Trust EQI/WV Financing Partnership II, L.P. Tennessee 1% GP interest held by EQI/WV Financing Corporation; 99% LP interest held by the Partnership E. Inns Orlando, Inc. 362,472 Xxxxx Fargo SecuritiesTennessee 100% owned by Services E.I.P. Orlando, L.P. Tennessee 1% GP interest held by E. Inns Orlando, Inc.; 99% LP interest held by the Partnership JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- ENN Leasing Company, Inc. Tennessee 100% owned by TRS Holdings ENN Leasing Company I, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company II, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company III, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company IV, L.L.C. Delaware 100% owned by TRS Holdings ENN Leasing Company V, L.L.C. Delaware 100% owned by TRS Holdings ENN KS, Inc. Kansas 100% owned by TRS Holdings ENN TRS, Inc. Tennessee 100% owned by TRS Holdings ENN TN, LLC 362,472 Total 3,529,337 Schedule Delaware 100% owned by TRS Holdings ENN TN I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, LLC Delaware 99% owned by TRS Holdings, 1% owned by ENN TN, Inc. ENN TN II, LLC Delaware 99% owned by TRS Holdings, 1% owned by ENN TN, Inc. ENN TN IV, LLC Delaware 99% owned by TRS Holdings, 1% owned by ENN TN, Inc. ENN TN V, LLC Delaware 99% owned by TRS Holdings, 1% owned by ENN TN, Inc. EQI Tallahassee, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx LynchTennessee 1% GP interest held by EQI FL Corporation, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline99% LP interest held by the Partnership EQI Tampa, L.P. Pricing Sheet — September 9Tennessee 1% GP interest held by EQI FL Corporation, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to 99% LP interest held by the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains MarketingPartnership JURISDICTION OF INCORPORATION/ NAME ORGANIZATION OWNERSHIP PERCENTAGE ---- ------------ -------------------- EQI Gainesville, L.P. Plains PipelineTennessee 1% GP interest held by EQI FL Corporation, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) 99% LP interest held by the undersigned or any affiliate Partnership XxXxxxxx Hotel Group of Tallahassee, Florida #3 Georgia 1% GP interest held by EQI FL Corporation, 99% LP interest held by the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]Partnership SCHEDULE A-2 SUBSIDIARIES--GOOD STANDING AND FOREIGN QUALIFICATIONS
Appears in 1 contract
Samples: Equity Inns Inc
Applicable Law; Counterparts. This Agreement shall will be governed by and construed in accordance with the laws of the State of New York applicable without giving effect to contracts made and to be performed within the State provisions thereof concerning conflict of New Yorklaws. This Agreement may be signed executed in various counterparts that any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but 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. Please confirm that the foregoing correctly sets forth the is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Partnership Company and the several 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 CWCAPITAL COMMERCIAL FUNDING CORP. By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Robert Restrick --------------------------------- Name: Xxxxxxx Xxxxxxxxx-Xxxxx Robert Restrick Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed Senior Managing Director Confirmed and accepted in New York, New York as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo SecuritiesWACHOVIA CAPITAL MARKETS, LLC By: CITIGROUP /s/ Elizabeth K. Stinson -------------------------------- Name: Elizabeth K. Stinson Title: Vicx Xxxxxxxxx XXXXXXOUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Angela J. Vleck -------------------------------- Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Angela J. Vleck Title: Managing Director ByXxxxxxxx Xxxnowledged and Agreed with respect to Section 12 hereof: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES CWCAPITAL LLC By: /s/ Xxxx Xxxxxxxxxxxx Paul Sherrington -------------------------------- Name: Xxxx Xxxxxxxxxxxx Paul Sherrington Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director Senior Xxxx Xxxxxxxxx Assistant General Counsel SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the I Underwriting Agreement, the undersigned agrees thatdated August 3, except for transfers 2007. Title and Description of Common Units (as defined in the Underwriting AgreementOffered Certificates: CWCapital Commercial Funding Corp., Commercial Mortgage Pass-Through Certificates Series 2007-C3 Initial Aggregate Class Principal Amount Purchase Initial Designation of Class Price(1) in connection with (iPass-Through Rate Ratings(2) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long---------------------------------------------------------------------------------------------------------------- Class A-1 $ 13,910,000 99.9977 5.324% AAA/AAA Class A-2 $ 107,675,000 100.4823 5.935% AAA/AAA Class A-3 $ 93,863,000 99.8649 6.015% AAA/AAA Class A-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “LockPB $ 45,466,000 99.7578 6.015% AAA/AAA Class A-4 $ 783,039,000 98.9496 6.015% AAA/AAA Class A-1A $ 367,811,000 99.3798 6.015% AAA/AAA Class IO $ 2,016,804,393 98.4116 0.037% AAA/AAA Class A-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]M $ 201,680,000 97.8138 6.015% AAA/AAA Class A-J $ 153,781,000 95.3580 6.015% AAA/AAA Class B $ 40,336,000 95.0135 6.015% AA/AA Class C $ 20,168,000 91.6134 6.015% AA-/AA-
Appears in 1 contract
Samples: Underwriting Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C3)
Applicable Law; Counterparts. This Agreement Agreement, and the Terms 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 YorkYork without giving effect to the choice of laws or conflict of laws principles thereof. This Agreement Agreement, and the Terms Agreement, may be signed in various counterparts that which together constitute one and the same instrument. If signed in counterparts, this Agreement and the Terms Agreement shall not become effective unless at least one counterpart hereof or thereof shall have been executed and delivered on behalf of each party hereto. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Companies, the Trust, The Money Store and the Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. CLASSNOTES TRUST 1997-I By: PAA GP LLCTHE YORK BANK AND TRUST COMPANY, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner as Eligible Lender Trustee By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx RICHARD H. BASS Name: Xxxxxxx Xxxxxxxxx-Xxxxx Richarx X. Xxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Pxxxxxxxx TRANS-WORLD INSURANCE COMPANY By: /s/ MICHAEL BENOFF Name: Michael Xxxxxx Title: Senior Xxxx Xxxxxxxxx CLASSNOTES, INC. By: /s/ MICHAEL BENOFF Name: Michael Xxxxxx Title: Senior Xxxx Xxxxxxxxx THE MONEY STORE INC. By: /s/ MICHAEL BENOFF Name: Michael Xxxxxx Title: Executixx Xxxx Xxxxxxent Confirmed as of the date first above writtenmentioned. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC SMITH BARNEY INC. FIRST UNION CAPITAL MARKETS CORP. PRUDENTIAL SECURITXXX XXXXXXXXATED By: CITIGROUP GLOBAL MARKETS SMITH BARNEY INC. By: /s/ Xxxxxxx Xxxxx By Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCHExhibit A TRANS-WORLD INSURANCE COMPANY CLASSNOTES, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. ByAuction Rate Asset Backed Notes TERMS AGREEMENT Dated ______, 199_ To: /s/ Xxx XxxxxxxTRANS-Xxxxx NameWORLD INSURANCE COMPANY CLASSNOTES, INC. Re: Xxx XxxxxxxUnderwriting Agreement dated March __, 1997 Issuer: ClassNotes Trust 1997-Xxxxx TitleI Series Designation: Executive Director BySeries 1998-1 TERMS OF THE NOTES: UBS SECURITIES LLC ByFinal Original Maturity Principal Interest Price to CLASS DATE AMOUNT RATE UNDERWRITERS --------- COLLATERAL: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter The Student Loans to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 included in the Collateral are as described in Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below First Supplemental Sale and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx XxServicing Agreement., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]
Appears in 1 contract
Samples: Terms Agreement (Classnotes Inc)
Applicable Law; Counterparts. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable without reference to contracts made and to be performed within the State choice of New Yorklaw principles thereunder. This Agreement may be signed in various counterparts that counterparts, which together shall constitute one and the same instrument. If signed in counterparts, this This Agreement shall not become be effective unless when, but only when, at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. The Trust, the Company and the Underwriters each hereby irrevocably waive any right they may have to a trial by jury in respect to any claim based upon or arising out of this Agreement or the transactions contemplated hereby. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company, the Trust and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. ECA MARCELLUS TRUST I By: PAA GP LLCThe Bank of New York Mellon Trust Company, its General Partner N.A., as Trustee By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its General Partner By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx X. Xxxxxx Title: Vice ENERGY CORPORATION OF AMERICA Xxxx Xxxx President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Chief Executive Officer CONFIRMED as of the date first above writtenmentioned, on behalf of the Representatives and the other several Underwriters named in Schedule I hereto. Citigroup Global Markets Inc. Xxxxxxx LynchXXXXXXX XXXXX & ASSOCIATES, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC INC. By: Name: Authorized Representative CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director Authorized Representative 42 SCHEDULE I-A Plains All American Pipeline, L.P. I Number of Name Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxxxxxxx & Co. Inc. RBC Capital Markets Corporation Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx X. Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Co. Total 1,070,663 Schedule I-B to Underwriting Agreement 8,802,500 SCHEDULE II Filed pursuant to Rule 433 Registration Statement NoFree Writing Prospectuses None. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering SCHEDULE III Information Included in “Time of Sale Information” Public offering price: $46.70 [____] per common unit Option to purchase additional unitsCommon Unit Number of Firm Units: 690,000 additional common units (30 days) Proceeds8,802,500 SCHEDULE IV Persons Delivering Lock-up Agreements W. Xxxxxx Xxxxxxxx, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. III Xxxxx Xxxxxxx Lynch, Pierce, Xxxx Xxxxxxx Xxxxx X. Xxxxx Xxxxxx & Xxxxx Incorporated Xxx X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxx X. Xxxxxx Xxxxx Xxxxxxx Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxxx J. Xxxxxxx Xxxxxx Xxxx Xxx Xxxxxx X. Xxxxxxx Xxx Xxxxxx Xxxxx & AssociatesXxxxx Xxxx Xxxxxx X.X. XxXxxxxxxx III Xxxxx XxXxxxx Xxxx Xxxx Xxxxx X. Xxxx Xxxx X. Xxxx Xxxxxx X. Xxxxxxx, Inc. Xx. Xxxxxx X’Xxxxxx Xxx X. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxxx Xxxxxxxx Xxxxx Xxxxxxxx Xxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxx X. Xxxxxx Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx FORM OF OPINION OF XXXXXX & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]XXXXXX L.L.P.
Appears in 1 contract
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 which 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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Company, the Partnership, the Trust and the UnderwritersUnderwriter. Very truly yours, PLAINS ALL AMERICAN PIPELINEEQUITY INNS, INC. By: /s/ Xxxxxx X. Silver ------------------------------------- Xxxxxx X. Silver President and Chief Operating Officer EQUITY INNS TRUST By: /s/ Xxxxxx X. Silver ------------------------------------- Xxxxxx X. Silver President and Chief Operating Officer EQUITY INNS PARTNERSHIP, L.P. By: PAA GP LLC, its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, its EQUITY INNS TRUST General Partner By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice Xxxxxx X. Silver ------------------------------------- Xxxxxx X. Silver President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted Chief Operating Officer Confirmed as of the date first above writtenmentioned. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXX XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Gugliemone ----------------------------------- Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Gugliemone Director SCHEDULE I-A Plains All American PipelineA-1 DIRECT AND INDIRECT SUBSIDIARIES OF EQUITY INNS, INC. JURISDICTION OF INCORPORATION/ NAME ORGANIZATION Ownership Percentage ---- --------------- -------------------- Equity Inns Trust (the "Trust") Maryland 100% owned by Equity Inns, Inc. (the "REIT") Equity Inns Services, Inc. ("Services") Tennessee 100% owned by the REIT Equity Inns TRS Holdings, Inc. ("TRS Tennessee 100% owned by the Holdings") Partnership Equity Inns Partnership, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline(the Tennessee Approximately 96.8% "Partnership") owned by the Trust; approximately 3.2% owned by various limited partners Equity Inns Partnership II, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx LynchTennessee 1% GP interest held by the Trust; 99% LP interest held by the Partnership Equity Inns/West Virginia Partnership, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule Tennessee 1% GP interest held by L.P. Services; 99% LP interest held by the Partnership EQI Financing Corporation Tennessee 100% owned by the Trust EQI Financing Partnership I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to Tennessee Approximate 1%-GP interest held by EQI Financing Corporation; approximately 99% LP interest held by the securities described below and should be read together with Partnership EQI Financing Corporation II Tennessee 100% owned by the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains MarketingTrust EQI Financing Partnership II, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream Tennessee 1% GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of interest held by EQI Financing Corporation II; 99% LP interest held by the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]
Appears in 1 contract
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 which 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. Please confirm that the foregoing correctly sets forth the agreement among the Partnership Plains Parties and the Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLCPLAINS AAP, L.P. its General Partner By: PLAINS AAP, L.P., its Sole Member By: PLAINS ALL AMERICAN GP LLC, LLC its General Partner By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx X. Xxxxxx Title: Executive Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed Chief Financial Officer PLAINS AAP, L.P. By: PLAINS ALL AMERICAN GP LLC its General Partner By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and accepted Chief Financial Officer PLAINS ALL AMERICAN GP LLC By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING, L.P. By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer ALL AMERICAN PIPELINE, L.P. By: PLAINS MARKETING GP INC. its General Partner By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer PLAINS MARKETING GP INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President and Chief Financial Officer Confirmed as of the date first above writtenwritten on behalf of the Underwriters named in Schedule I hereto. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Brothers Inc. UBS Securities LLC Barclays Capital Inc. X.X. Xxxxxxx Xxxxx & AssociatesSons, Inc. Xxxxx Fargo SecuritiesWachovia Capital Markets, LLC RBC Xxxx Xxxxxxxx Inc. By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxxxxxxxx Xxxxxx Name: Xxxx Xxxxxxxxxxxx Xxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A I Plains All American Pipeline, L.P. Underwriter Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Inc 877,500 Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 Brothers Inc 593,125 UBS Securities LLC 610,480 Barclays 593,125 X.X. Xxxxxxx & Sons, Inc 438,750 Wachovia Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo SecuritiesMarkets, LLC 362,472 438,750 RBC Xxxx Xxxxxxxx Inc 308,750 Total 3,529,337 Schedule I-3,250,000 EXHIBIT A Form of Exhibit A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below Opinions in Sections 8(c) and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 daysf) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains AAP, L.P. Texas Plains All American GP LLC Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Oklahoma, Texas All American Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Texas Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains MidstreamPMC (Nova Scotia) Company Alberta, L.P. None Plains Midstream Canada ULC None British Columbia, Manitoba, Ontario, Saskatchewan Plains Marketing Canada, L.P. Alberta, Manitoba, Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, OklahomaOklahoma Basin Pipeline Holdings, LP Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 [Date] Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and GentlemenDear Sirs: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and ), Plains AAP, L.P., Plains All American GP LLC, Plains Marketing GP Inc., Plains Marketing, L.P., All American Pipeline, L.P., Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers sales of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales proceeds from which will be used to pay tax liabilities associated with the vesting of Restricted Unit Common Units under (i) the Performance Option Plan of Plains AAP, L.P. and Plains All American GP LLC, (ii) Phantom Units granted to certain former employees of Plains Resources Inc. or Phantom Unit awards under (iii) the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities (other than Subordinated Units (as defined in the Underwriting Agreement)) that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 90 days after the date of the Final Prospectus (as defined in the Underwriting Agreement) (without the “Lock-Up Period”) without your prior written consent. consent of Citigroup Global Markets Inc. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Closing Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common UnitholderXxxxxxxxxx]
Appears in 1 contract
Samples: Underwriting Agreement (Plains All American Pipeline Lp)
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 which 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. Please confirm that the foregoing correctly sets forth the agreement among between the Partnership Company, the Selling Stockholders and the several Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINESINCLAIR BROADCAST GROUP, L.P. INC. By: PAA GP LLC/s/ David X. Xxx ------------------------------------ Name: David B. Amy Title: Chief Financial Officxx BANCBOSTON INVESTMENTS, its General Partner INC. By: PLAINS AAP/s/ Lars A. Swanson ------------------------------------ Name: Lars A. Swanson Title: Vice President PYRAMID VENTURES, L.P., its Sole Member INC. By: PLAINS ALL AMERICAN GP LLC/s/ Brian Talbot ------------------------------------ Name: Brian Talbot Title: Managing Director BOSTON VENTURES LIMITED PARTNERSHIP IV By: /s/ Boston Ventures Company Limited Partnership IV ----------------------------------------------------, its General Partner By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Roy T. Coppedge ------------------------------------ Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer Signature Page to Underwriting Agreement The foregoing Agreement is hereby confirmed and accepted BOSTON VENTURES LIMITED PARTNERSHIP IVA By: /s/ Boston Ventures Company Limited Partnership IV ----------------------------------------------------, its General Partner By: /s/ Roy T. Coppedge ------------------------------------ Name: Title: MARCUS, MR. LARRY D. By: /s/ Larry D. Marcus ------------------------------------ Name: Title: 44 MARCUS INVESTMENTS, L.P. By: /s/ Larry D. Marcus ------------------------------------, its General Partner By: ------------------------------------ Name: Title: Confirmed as of the date first above writtenmentioned on behalf of themselves and the other several Underwriters named in Schedule II hereto. Citigroup Global Markets Inc. Xxxxxxx LynchSMITH BARNEY INC., Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Byas Representatives of the several Underwriters Xx: CITIGROUP GLOBAL MARKETS XXXXX XARNEY INC. By: /s/ Xxxxxxx Xxxxx Michael Levy -------------------------------------- Name: Xxxxxxx Xxxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Title: Managing Director By: X.X. XXXXXX SECURITIES INC. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Micxxxx Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American PipelineI SINCLAIR BROADCAST GROUP, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Xxxxx & Associates, Inc. 362,472 Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 185,195 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx Securities Inc. 185,196 UBS Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo Securities, LLC 109,960 Total 1,070,663 Schedule I-B to Underwriting Agreement SCHEDULE II Filed pursuant to Rule 433 Registration Statement No. 333-155671 September 9, 2009 Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx XxINC., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]
Appears in 1 contract
Samples: Sinclair Broadcast Group Inc
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 Partnership Issuers and the Underwriters. Very truly yours, PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLC, LLC its General Partner By: PLAINS AAP, L.P., L.P. its Sole Member By: PLAINS ALL AMERICAN GP LLC, LLC its General Partner By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx Title: Vice President and Treasurer PAA FINANCE CORP. By: /s/ Xxxxxxx Xxxxxxxxx-Xxxxx Name: Xxxxxxx Xxxxxxxxx-Xxxxx 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 X.X. Xxxxxx Securities LLC Barclays Capital Inc. BNP Paribas Securities Corp. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated As Representatives of the several Underwriters By: X.X. Xxxxxx Securities Inc. UBS Securities LLC By: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC By: CITIGROUP GLOBAL MARKETS INC. /s/ Som Xxxxxxxxxxxxx By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Som Xxxxxxxxxxxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Director By: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx XxXxxxx Name: Xxxxx XxXxxxx Vice President Title: Managing Director By: X.X. XXXXXX SECURITIES INC. BNP Paribas Securities Corp. By: /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Executive Director By: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Director SCHEDULE I-A Plains All American Pipeline, L.P. Number of Firm Units Underwriter to be Purchased Citigroup Global Markets Inc. 610,481 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 610,480 X.X. By: /s/ Xxxx Xxxxx By: /s/ Xxxxx Xxxxxx Securities Inc. 610,480 UBS Securities LLC 610,480 Barclays Capital Inc. 362,472 Xxxxxxx Name: Xxxx Xxxxx & Associates, Inc. 362,472 Name: Xxxxx Fargo Securities, LLC 362,472 Total 3,529,337 Schedule I-A Xxxxxx Title: Managing Director Title: Managing Director Underwriters’ Signature Page to Underwriting Agreement SCHEDULE I-B Plains All American Pipeline, L.P. Number I Underwriters Principal Amount of Firm Units Underwriter Notes to be Purchased Citigroup Global Markets X.X. Xxxxxx Securities LLC $ 112,500,000 Barclays Capital Inc. 185,195 112,500,000 BNP Paribas Securities Corp. 112,500,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 185,196 X.X. Xxxxxx 112,500,000 DNB Markets, Inc. 60,000,000 Mizuho Securities USA Inc. 60,000,000 BBVA Securities Inc. 185,196 UBS 37,500,000 SMBC Nikko Securities America, Inc. 37,500,000 BMO Capital Markets Corp. 15,000,000 CIBC World Markets Corp. 15,000,000 Fifth Third Securities, Inc. 15,000,000 ING Financial Markets LLC 15,000,000 Regions Securities LLC 185,196 Barclays Capital Inc. 109,960 Xxxxxxx Xxxxx & Associates, Inc. 109,960 Xxxxx Fargo 15,000,000 SG Americas Securities, LLC 109,960 15,000,000 U.S. Bancorp Investments, Inc. 15,000,000 Total 1,070,663 $ 750,000,000 Schedule I-B I to Underwriting Agreement SCHEDULE II Filed pursuant Pursuant to Rule 433 Registration Statement No. 333-155671 184137 September 92, 2009 2014 Final Term Sheet $750,000,000 3.60% Senior Notes due 2024 Issuers: Plains All American Pipeline, L.P. Pricing Sheet — September 9, 2009 4,600,000 Common Units Representing Limited Partner Interests This free writing prospectus relates only to the securities described below and should be read together with the preliminary prospectus dated September 8, 2009 and the prospectus dated September 9, 2009 relating to these securities. Offering price: $46.70 per common unit Option to purchase additional units: 690,000 additional common units (30 days) Proceeds, net of underwriting commission and expenses: $214 million (excluding option to purchase additional common units) or $246 million (including exercise in full of option to purchase additional common units) Trade Date: September 9, 2009 Settlement Date: September 14, 2009 Issuer Symbol: PAA Exchange: NYSE CUSIP: 000000000 Joint Book-Running Managers: Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Co-Managers: Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC Revised Capitalization Disclosure The “As Further Adjusted for this Offering” column of the Capitalization table on page S-10 of the preliminary prospectus supplement is revised as follows: Hedged inventory facility is $232 million, Working capital borrowings is $0 million, Total short-term debt is $234 million, Long-term debt under credit facilities and other is $4 million, Total long-term debt is $4,395 million, Common unitholders is $3,858 million, General partner is $91 million, Total partners’ capital, excluding noncontrolling interest is $3,949 million, Total partners’ capital is $4,012 million and Total capitalization is $8,407 million. Revised Underwriting Disclosure The “Underwriting” section of the preliminary prospectus supplement is revised by adding the following: Notice to Prospective Investors in the United Kingdom Schedule II to Underwriting Agreement The prospectus supplement is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The prospectus supplement and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxxx://xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at 1-877-858-5407, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 0-000-000-0000, X.X. Xxxxxx Securities Inc. at 0-000-000-0000 or UBS Securities LLC at 1-888-827-7275. Schedule II to Underwriting Agreement SCHEDULE III Material Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule III to Underwriting Agreement SCHEDULE IV Domestic Subsidiaries Plains Marketing GP Inc. Plains Marketing, L.P. Plains Pipeline, L.P. Pacific Energy Group LLC Plains Products Terminals LLC Plains Marketing Canada LLC Plains Midstream GP LLC Plains Midstream, L.P. Pacific Pipeline System LLC PAA/Vulcan Gas Storage, LLC PICSCO LLC Plains West Coast Terminals LLC Rocky Mountain Pipeline System LLC Schedule IV to Underwriting Agreement SCHEDULE V Canadian Subsidiaries Plains Midstream Canada ULC Plains Marketing Canada, L.P. PMC (Nova Scotia) Company Schedule V to Underwriting Agreement EXHIBIT A Entity Jurisdiction in which registered or qualified Plains All American Pipeline, L.P. Texas Plains Marketing GP Inc. California, Illinois, Louisiana, Oklahoma, Texas Plains Marketing, L.P. California, Illinois, Louisiana, Oklahoma Plains Pipeline, L.P. California, Illinois, Louisiana, Oklahoma Pacific Energy Group LLC California Plains Products Terminals LLC California Plains Marketing Canada LLC None Plains Midstream GP LLC None Plains Midstream, L.P. None Plains Midstream Canada ULC None Plains Marketing Canada, L.P. Saskatchewan, California, Louisiana, Maryland, Michigan, North Dakota, Oklahoma, Texas PMC (Nova Scotia) Company Alberta, Saskatchewan Pacific Pipeline System LLC California PAA/Vulcan Gas Storage, LLC Texas Plains West Coast Terminals LLC California PICSCO LLC Louisiana, Texas Rocky Mountain Pipeline System LLC Utah EXHIBIT B September 9, 2009 Plains All American Pipeline, L.P. Public Offering of Common Units Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. Xxxxxx Securities Inc. UBS Securities LLC Barclays Capital Inc. Xxxxxxx Xxxxx & Associates, Inc. Xxxxx Fargo Securities, LLC c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xx., 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) among Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”) and Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc., UBS Securities LLC, Barclays Capital Inc., Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC and any other party thereto named therein as an underwriter (the “Underwriters”) relating to an underwritten public offering of common units representing limited partner interests of the Partnership. To induce you and the other underwriters to enter into the Underwriting Agreement, the undersigned agrees that, except for transfers of Common Units (as defined in the Underwriting Agreement) in connection with (i) the exercise, termination or other disposition of options (or common units underlying such options) under the Plains All American 2001 Performance Option Plan (the “Option Plan”) and (ii) sales to pay tax liabilities associated with the vesting of Restricted Unit or Phantom Unit awards under the Plains All American GP LLC 1998 or 2005 Long-Term Incentive Plans or with the exercise of options under the Option Plan, the undersigned will not offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to, any Common Units or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Common Units or any securities that are senior to or pari passu with Common Units, or publicly announce an intention to effect any such transaction, for a period of 45 days after the date of the Prospectus (as defined in the Underwriting Agreement) (the “Lock-Up Period”) without your prior written consent. If for any reason the Underwriting Agreement is terminated before the applicable Delivery Date (as defined in the Underwriting Agreement), the agreement set forth above shall likewise be terminated. Yours very truly, [Signature of officer, director or common Unitholder] [Name and address of officer, director or common Unitholder]Finance Corp.
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Samples: Underwriting Agreement (Plains All American Pipeline Lp)
