Contract
Exhibit 4.3
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November
15, 2006, is among Plains All American Pipeline, L.P., a Delaware limited partnership (“Plains”),
Pacific Energy Finance Corporation, a Delaware corporation (“Finance Corp”), each of the parties
identified under the caption “Guarantors” on the signature pages hereto (the “Guarantors”) and
Xxxxx Fargo Bank, National Association, a national association banking corporation, as Trustee.
RECITALS
WHEREAS, Pacific Energy Partners, L.P., a Delaware limited partnership (the “Company”),
Finance Corp (together with the Company, the “Issuers”), the initial Guarantors and the Trustee
entered into an Indenture, dated as of September 23, 2005 (the “Indenture”), pursuant to which the
Issuers have issued $175 million in aggregate principal amount of 6 1/4% Senior Notes due 2015 (the
“Notes”);
WHEREAS, the Company has merged with and into Plains on November 15, 2006, and Plains is the
survivor of such merger;
WHEREAS, Section 9.01(c) of the Indenture provides that the Issuers, the Guarantors and the
Trustee may amend or supplement the Indenture in order to comply with Section 5.01 thereof, without
the consent of the Holders of the Notes;
WHEREAS, Section 9.01(g) of the Indenture provides that the Issuers, the Guarantors and the
Trustee may amend or supplement the Indenture in order to comply with Section 4.13 thereof, without
the consent of the Holders of the Notes;
WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of
Incorporation and the Bylaws (or comparable constituent documents) of Plains, Finance Corp, the
Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument
legally binding on Plains, Finance Corp, the Guarantors and the Trustee, in accordance with its
terms, have been duly done and performed;
NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the
above premises, Plains, Finance Corp, the Guarantors and the Trustee covenant and agree for the
equal and proportionate benefit of the respective Holders of the Notes as follows:
ARTICLE I
Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall
be deemed to form a part of, and shall be construed in connection with and as part of, the
Indenture for any and all purposes.
Section 1.02. This Supplemental Indenture shall become effective immediately upon its
execution and delivery by each of Plains, Finance Corp, the Guarantors and the Trustee.
ARTICLE II
Section 2.01. From this date, in accordance with Section 5.01 and by executing this
Supplemental Indenture, Plains unconditionally assumes all of the obligations of the Company under
the Indenture and under the Notes.
Section 2.02. From this date, in accordance with Section 4.13 and by executing this
Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions
of the Indenture to the extent provided for in Article 10 thereunder.
ARTICLE III
Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all
respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in
accordance with their terms with all capitalized terms used herein without definition having the
same respective meanings ascribed to them as in the Indenture.
Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this
Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee
subject to all the terms and conditions set forth in the Indenture with the same force and effect
as if those terms and conditions were repeated at length herein and made applicable to the Trustee
with respect hereto.
Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each
signed copy shall be an original, but all of such executed copies together shall represent the same
agreement.
[NEXT PAGE IS SIGNATURE PAGE]
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first written above.
| PLAINS ALL AMERICAN PIPELINE, L.P. | ||||||
| By: | Plains AAP, L.P., its General Partner |
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| By: | Plains All American GP LLC, its General Partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President - Finance and Treasurer | ||||||
| PACIFIC ENERGY FINANCE CORPORATION |
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| By: | /s/ Xx Xxxxxxx | |||
| Name: | Xx Xxxxxxx | |||
| Title: | Vice President - Finance and Treasurer | |||
| GUARANTORS: PACIFIC ATLANTIC TERMINALS LLC |
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| By: | /s/ Xx Xxxxxxx | |||
| Name: | Xx Xxxxxxx | |||
| Title: | Vice President - Finance and Treasurer | |||
| PACIFIC ENERGY GROUP LLC |
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| By: | /s/ Xx Xxxxxxx | |||
| Name: | Xx Xxxxxxx | |||
| Title: | Vice President - Finance and Treasurer | |||
[Signature Page to First Supplemental Indenture]
| PEG CANADA GP LLC |
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| By: | /s/ Xx Xxxxxxx | |||
| Name: | Xx Xxxxxxx | |||
| Title: | Vice President - Finance and Treasurer | |||
| PEG CANADA, L.P. | ||||||
| By: | PEG Canada GP LLC, its general partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Name: | Xx Xxxxxxx | |||||
| Title: | Vice President - Finance and Treasurer | |||||
| ROCKY MOUNTAIN PIPELINE SYSTEM LLC |
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| By: | /s/ Xx Xxxxxxx | |||
| Name: | Xx Xxxxxxx | |||
| Title: | Vice President - Finance and Treasurer | |||
| RANCH PIPELINE LLC |
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| By: | /s/ Xx Xxxxxxx | |||
| Name: | Xx Xxxxxxx | |||
| Title: | Vice President - Finance and Treasurer | |||
| PACIFIC MARKETING AND TRANSPORTATION LLC |
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| By: | /s/ Xx Xxxxxxx | |||
| Name: | Xx Xxxxxxx | |||
| Title: | Vice President - Finance and Treasurer | |||
[Signature Page to First Supplemental Indenture]
| PACIFIC L.A. MARINE TERMINAL LLC |
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| By: | /s/ Xx Xxxxxxx | |||
| Name: | Xx Xxxxxxx | |||
| Title: | Vice President - Finance and Treasurer | |||
| RANGELAND PIPELINE COMPANY |
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| By: | /s/ Xx Xxxxxxx | |||
| Name: | Xx Xxxxxxx | |||
| Title: | Vice President - Finance and Treasurer | |||
| AURORA PIPELINE COMPANY LTD. |
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| By: | /s/ Xx Xxxxxxx | |||
| Name: | Xx Xxxxxxx | |||
| Title: | Vice President - Finance and Treasurer | |||
| RANGELAND PIPELINE PARTNERSHIP | ||||||
| By: | Rangeland Pipeline Company, its managing partner |
|||||
| By: | /s/ Xx Xxxxxxx | |||||
| Name: Xx Xxxxxxx | ||||||
| Title: Vice President - Finance and Treasurer | ||||||
[Signature Page to First Supplemental Indenture]
| RANGELAND NORTHERN PIPELINE COMPANY |
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| By: | /s/ Xx Xxxxxxx | |||
| Name: | Xx Xxxxxxx | |||
| Title: | Vice President - Finance and Treasurer | |||
| RANGELAND MARKETING COMPANY |
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| By: | /s/ Xx Xxxxxxx | |||
| Name: | Xx Xxxxxxx | |||
| Title: | Vice President - Finance and Treasurer | |||
| PLAINS MARKETING, L.P. | ||||||
| By: | Plains Marketing GP Inc., its general partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
| PLAINS PIPELINE, L.P. | ||||||
| By: | Plains Marketing GP Inc., its general partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
[Signature Page to First Supplemental Indenture]
| PLAINS MARKETING GP INC. |
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| By: | /s/ Xx Xxxxxxx | |||
| Xx Xxxxxxx | ||||
| Vice President and Treasurer | ||||
| PLAINS MARKETING CANADA LLC | ||||||
| By: | Plains Marketing, L.P., its sole member |
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| By: | Plains Marketing GP Inc., its general partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
| PLAINS MARKETING CANADA, L.P. | ||||||
| By: | PMC (Nova Scotia) Company, its general partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
| PMC (NOVA SCOTIA) COMPANY |
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| By: | /s/ Xx Xxxxxxx | |||
| Xx Xxxxxxx | ||||
| Vice President and Treasurer | ||||
[Signature Page to First Supplemental Indenture]
| BASIN HOLDINGS GP LLC | ||||||
| By: | Plains Pipeline, L.P., its sole member |
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| By: | Plains Marketing GP Inc., its general partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
| BASIN PIPELINE HOLDINGS, L.P. | ||||||
| By: | Basin Holdings GP LLC, its general partner |
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| By: | Plains Pipeline, L.P., its sole member |
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| By: | Plains Marketing GP Inc., its general partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
| RANCHO HOLDINGS GP LLC | ||||||
| By: | Plains Pipeline, L.P., its sole member |
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| By: | Plains Marketing GP Inc., its general partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
[Signature Page to First Supplemental Indenture]
| RANCHO PIPELINE HOLDINGS, L.P. | ||||||
| By: | Rancho Holdings GP LLC, its general partner |
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| By: | Plains Pipeline, L.P., its sole member |
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| By: | Plains Marketing GP Inc., its general partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
| PLAINS LPG SERVICES GP LLC | ||||||
| By: | Plains Marketing, L.P., its sole member |
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| By: | Plains Marketing GP Inc., its general partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
| PLAINS LPG SERVICES, L.P. | ||||||
| By: | Plains LPG Services GP LLC, its general partner |
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| By: | Plains Marketing, L.P., its sole member |
|||||
| By: | Plains Marketing GP Inc., its general partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
[Signature Page to First Supplemental Indenture]
| LONE STAR TRUCKING, LLC | ||||||
| By: | Plains LPG Services, L.P., its sole member |
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| By: | Plains LPG Services GP LLC, its general partner |
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| By: | Plains Marketing, L.P., its sole member |
|||||
| By: | Plains Marketing GP Inc., its general partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
| PLAINS MARKETING INTERNATIONAL GP LLC | ||||||
| By: | Plains Marketing, L.P., its sole member |
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| By: | Plains Marketing GP Inc., its general partner |
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| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
[Signature Page to First Supplemental Indenture]
| PLAINS MARKETING INTERNATIONAL, L.P. | ||||||
| By: | Plains Marketing International GP LLC, its general partner |
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| By: | Plains Marketing, L.P., | |||||
| its sole member | ||||||
| By: | Plains Marketing GP Inc., | |||||
| its general partner | ||||||
| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
| PLAINS LPG MARKETING, L.P. | ||||||
| By: | Plains LPG Services GP LLC, its general partner |
|||||
| By: | Plains Marketing, L.P., | |||||
| its sole member | ||||||
| By: | Plains Marketing GP Inc., | |||||
| its general partner | ||||||
| By: | /s/ Xx Xxxxxxx | |||||
| Xx Xxxxxxx | ||||||
| Vice President and Treasurer | ||||||
| PAA FINANCE CORP. |
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| By: | /s/ Xx Xxxxxxx | |||
| Xx Xxxxxxx | ||||
| Vice President and Treasurer | ||||
[Signature Page to First Supplemental Indenture]
| XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: Xxxxx Xxxx | ||||
| Title: Assistant Vice President | ||||
[Signature Page to First Supplemental Indenture]
