Common use of Amendment Effective Date Clause in Contracts

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Amendment Effective Date. This Refinancing Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedentshall have been satisfied: (a) The Lead Arranger and the Administrative Agent shall have received (i) a counterpart signature page of this Refinancing Amendment duly executed by each of the Borrower, the Administrative Agent and each Additional Tranche B-7 Lender and (ii) a Lender Addendum executed and delivered by each Continuing Tranche B-7 Lender. (b) The conditions set forth in Sections 4.03(a) and (b) of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date, and the Lead Arranger and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Lead Arranger and the Administrative Agent’s receipt ), dated as of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed Amendment Effective Date and signed by a Responsible Officer of the signing Loan PartyBorrower, if applicable, each dated to such effect. (c) The representations and warranties set forth in Sections 4(b) and 4(c) of this Refinancing Amendment shall be true and correct in all respects on and as of the Amendment Effective Date Date, and the Lead Arranger and the Administrative Agent shall have received a certificate (orin form and substance reasonably acceptable to the Lead Arranger Administrative Agent), in the case dated as of certificates of governmental officials, a recent date before the Amendment Effective Date and in signed by a Financial Officer of the case of financial statementsBorrower, the date or period of certifying as to such financial statementsrepresentations and warranties. (d) The Lead Arranger and each in form and substance reasonably satisfactory to the Administrative Agent: Agent shall have received the favorable legal opinions of (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP, New York counsel to the Loan Parties, and (ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., General Counsel for Borrowers general counsel of the Borrower, in each case addressed to the Tranche B-7 Lenders, the Administrative Agent and PAAthe Collateral Agent and dated the Amendment Effective Date, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas which opinions shall be in form and New York substance reasonably satisfactory to the Lead Arranger and the Administrative Agent. The Borrower hereby requests such counsel to Borrowers deliver such opinions. (e) The Lead Arranger and PAAthe Administrative Agent shall have received a Borrowing Request in respect of the Tranche B-7 Term Loans, which shall be in compliance with the notice requirements set forth in Section 2.03 of the Credit Agreement as amended hereby. (f) The Lead Arranger and the Administrative Agent shall have received such documents and certificates as the Lead Arranger, the Administrative Agent or their counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of this Refinancing Amendment, the performance of the Credit Agreement and each other applicable Loan Document and any other legal matters relating to the Wireline Companies or the Loan Documents, all in form and substance reasonably satisfactory to the Lead Arranger, the Administrative Agent and their counsel. (Cg) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel Each Loan Party not a party hereto shall have entered into a reaffirmation agreement in form and substance reasonably satisfactory to PMCULC, addressed the Lead Arranger and the Administrative Agent. (h) The Borrower shall have paid (i) to the Administrative Agent and for the account of each Lender; Tranche B-7 Lender an upfront fee (v) a certificate signed by a Responsible Officer which fee may, at the election of the Company certifying Lead Arranger, be structured as original issue discount) (Athe “Upfront Fee”) that the conditions specified in Section 4.02(a), (b) and (d) an amount equal to 0.50% of the Credit Agreement have been satisfied (principal amount of Tranche B-7 Term Loans made or held by such Tranche B-7 Lender on the Amendment Effective Date immediately after giving effect to this Refinancing Amendment and in the case of said Section 4.02(d)transactions contemplated hereby, if no Request for Credit Extension is made which Upfront Fee shall be fully earned and due and payable on the Amendment Effective Date, then determined in respect and (ii) all other fees and amounts due and payable pursuant to then Outstanding Amount of Obligationsthis Refinancing Amendment and/or any letter agreements or fee letters by and between the Borrower and the Lead Arranger (collectively, if any, of each Borrower“Engagement Letter”), (B) that there has been no event including, to the extent invoiced, reimbursement or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or payment of documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment and any other out-of-pocket expenses of the aggregate, a Material Adverse Effect, Lead Arranger and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter; provided that it is understood and agreed that the Additional Tranche B-7 Lenders may reasonably requirenet the fees and expenses described in this paragraph from the proceeds of the Additional Tranche B-7 Term Loans prior to providing such proceeds to the Administrative Agent for distribution to the Borrower. (bi) All consentsThe Tranche B-7 Lenders shall have received, licenses no later than three Business Days prior to the Amendment Effective Date, all documentation and approvals required in connection with other information about the execution, delivery and performance by each Loan Party Borrower and the validity against each Loan Party of this Amendment Guarantors as has been reasonably requested by the Lead Arranger, the Administrative Agent or any Tranche B-7 Lender that such Person reasonably determines is required by regulatory authorities under applicable “know your customer” and each anti-money laundering rules and regulations, including without limitation the Act, that has been reasonably requested at least five Business Days in advance of the other Loan Documents to which it is a party Amendment Effective Date. (j) The prepayment of (i) the Existing Tranche B-5 Term Loans of the Non-Continuing Tranche B-5 Lenders and (ii) the Non-Allocated Existing Term Loans of the Continuing Tranche B-7 Lenders, in each case, shall have been obtained and consummated or, substantially concurrently with the incurrence (or continuation) of the Tranche B-7 Term Loans, shall be in full force consummated. The Administrative Agent shall notify the Borrower and effect. (c) There shall not have occurred during the period from December 31, 2016 through and including Tranche B-7 Lenders of the Amendment Effective Date (i) any event or condition that has had or could reasonably and such notice shall be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectconclusive and binding.

Amendment Effective Date. This Amendment The amendments to and the restatement of the Existing Credit Agreement provided for herein shall not become effective as of until the date first written above (the “Amendment Effective Date”), upon the satisfaction on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent’s receipt Agent (or its counsel) shall have received (i) counterparts of this Agreement that, when taken together, bear the signatures of the followingBorrower and the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreement. (b) The Administrative Agent shall have received a certificate, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in and signed by the case of certificates of governmental officialsPresident, a recent date before Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02. (c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing. (d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders. (e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained. (f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and in signed by an executive officer or Financial Officer of the case of financial Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, the date required by law or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as requested by the Administrative Agent may reasonably require evidencing to be filed, registered or recorded to create or perfect (or continue to perfect) the identity, authority and capacity of each Responsible Officer thereof authorized Liens intended to act as a Responsible Officer in connection with this Amendment and be created under the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;Security Agreement. (iiia) such documents and certifications as shall become effective upon the Administrative Agent may reasonably require to evidence that date on which each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (v) a certificate signed by a Responsible Officer of the Company certifying conditions contained in paragraphs (A) that the conditions specified in Section 4.02(a), (ba) and (dc) of the Credit Agreement have been this Section 4.03 are satisfied (and or waived in the case of said accordance with Section 4.02(d9.02), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Amendment Effective Date. This Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedentshall have been satisfied: (a) The Administrative Agent’s receipt This Amendment shall have been duly executed by each of the following, Borrower and the Lender. (b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment). (c) The representations and warranties of each of which Loan Parties contained in this Amendment and each other Loan Documents shall be originals, telecopies or other electronic copies true and correct in all material respects (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Partyor, if applicablesuch representation or warranty is subject to a materiality or Material Adverse Effect qualification, each dated in all respects) on and as of the Amendment Effective Date Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period all respects) as of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:earlier date. (id) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA; (ii) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment the Loan Documents. (e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;or the transactions contemplated thereby. (iiif) such documents The Lender shall have received an opinion of ▇▇▇▇▇▇ and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons). (g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇& ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;LLP in connection herewith). (vh) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender. (i) The Lender shall have received a certificate certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Company certifying (A) that Borrower, confirming satisfaction of the conditions specified set forth in this Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection compliance with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effectconditions set forth herein. (c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if as applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this AmendmentAmendment from each Borrower, PCLPULC, Administrative Agent and Lenders, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower Lender and PAAthe Company; (ii) if so requested at least three Business Days prior to the Amendment Effective Date, a Swing Line Note executed by PCLPULC in favor of the Swing Line Lender and a Committed Loan Note executed by PCLPULC in favor of each requesting Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party PCLPULC as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Amendment, the Credit Agreement and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party PCLPULC is a party; (iiiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner PCLPULC is duly organized or formed, and that each Borrower PCLPULC is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (ivv) favorable opinions of (A) ▇R▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers the Company and PAAPCLPULC, (B) V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P.LLP, special Texas and New York counsel to Borrowers the Company and PAAPCLPULC, and (C) C▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULCPCLPULC, addressed to the Administrative Agent and each Lender; (vvi) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (db) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower)satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in PCLPULC is a wholly-owned Subsidiary of the aggregate, a Material Adverse Effect, Company and (C) the current PAA Debt RatingsPCLPULC’s true and correct Canadian corporate access number and jurisdiction of organization; and (vivii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There The Company shall not have occurred during paid all reasonable fees, charges and disbursements of counsel to the period from December 31, 2016 through and including Administrative Agent to the extent invoiced prior to the Amendment Effective Date Date. (i) Upon the reasonable request of any event or condition that has had or could Lender made at least five days prior to the Amendment Effective Date, the Company shall have provided to such Lender with respect to PCLPULC, and such Lender shall be reasonably be expectedsatisfied with, either individually or the documentation and other information so requested with respect to PCLPULC in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the aggregatePATRIOT Act, in each case at least three days prior to have a Material Adverse Effectthe Amendment Effective Date, or and (ii) any actionif PCLPULC qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, suit, investigation, proceeding, claim or dispute pending orPCLPULC shall have delivered, to the knowledge of PAAeach Lender that so requests, threatened a Beneficial Ownership Certification in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected relation to have a Material Adverse Effectit.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower Lender and PAABorrower; (ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party Borrower is a party; (iiiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and Borrower, General Partner is and GP LLC are duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (ivv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers Borrower, and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULCBorrower, addressed to the Administrative Agent and each Lender; (vvi) a certificate signed by a Responsible Officer of the Company Borrower certifying (A) that the conditions specified in Section 4.02(a), (b) and (db) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower)satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, Effect and (C) the current PAA Debt Ratings; and (vivii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party Borrower and the validity against each Loan Party Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAABorrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid. (e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyCompany, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statementsDate) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and each Borrower and PAABorrower; (ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by each Borrower in favor of each requesting Lender; (iii) a restated Security Agreement, duly executed by each Borrower, covering the Collateral of such Borrower, together with financing statements and Canadian personal property registration statements, that the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created thereunder, covering the Collateral described therein, recent financing statement searches in the State of Texas that name the Company as debtor, recent personal property registration statement searches in British Columbia and Alberta that name PMCULC as debtor, and such other Collateral Documents as the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created thereby; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § §3.1 to which such Loan Party is a party; (iiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (ivvi) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers of the Company and PAA, (B) Fulbright & ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers each Borrower and PAA, PAA and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (vvii) (A) the audited consolidated balance sheet of PAA and its Subsidiaries for the fiscal year ended December 31, 2011, and the related consolidated statements of income or operations and cash flows for such fiscal year and partners’ capital of PAA and its Subsidiaries, including the notes thereto, and (B) the pro forma financial projections and forecasts of PAA and its Subsidiaries prepared by or at the direction of PAA and delivered by the Company to the Administrative Agent for the second half of the fiscal year ending December 31, 2012 and for the fiscal years ending December 31, 2013 and December 31, 2014; (viii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) the projections and forecasts described in §3.1(a)(vii)(B) of this Amendment were prepared in good faith upon assumptions deemed reasonable by PAA at the time made, (C) that there has been no event or circumstance since December 31, 2016 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (CD) the current PAA Debt RatingsRating, and (E) the Company’s true and correct U.S. taxpayer identification number and PMCULC’s true and correct Canadian corporate access number; and (viix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents Document to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 2011 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of PAAthe Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA any Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Any fees, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Company, required to be paid on or before the Amendment Effective Date shall have been paid. (e) The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent timely invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of any such notice received by the Administrative Agent.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower Lender and PAABorrower; (ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party Borrower is a party; (iiiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and Borrower, General Partner is and GP LLC are duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (ivv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers Borrower and PAA, (B) ▇Norton ▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ US LLP, special Canadian Texas and New York counsel to PMCULCBorrower, addressed to the Administrative Agent and each Lender; (vvi) a certificate signed by a Responsible Officer of the Company Borrower certifying (A) that the conditions specified in Section 4.02(a), (b) and (db) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower)satisfied, (B) that there has been no event or circumstance since December 31, 2016 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, Effect and (C) the current PAA Debt Ratings; and (vivii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party Borrower and the validity against each Loan Party Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 2015 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of PAABorrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid. (e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.

Amendment Effective Date. This Amendment shall become be effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of provided the following conditions precedentprecedent are satisfied: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies originals or other electronic copies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicableexecuted, each dated the same date as this Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in date of the case of financial statements, the date or period of such financial statementsAmendment) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel: (i) executed counterparts of this AmendmentAmendment and all other documents and instruments requested by Agent, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower Lender and PAABorrower; (ii) amended and restated Notes in favor of each Increasing Lender in form acceptable to Agent and the Increasing Lenders, to reflect the Revolving Commitment Increase as to each Increasing Lender, (iii) a corporate certificate with resolutions in the form required by Agent, (iv) the legal opinion required by Section 2.04(a)(v) of the Credit Agreement, (v) such other certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Authorized Officers of each Loan Credit Party as the Administrative Agent Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Authorized Officer thereof authorized to act as a Responsible an Authorized Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Credit Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) fully executed originals of the Ratification of and Amendment to Security Agreement and Release and Ratification of and Amendment to Subsidiary Guaranty, in the forms set forth on Schedules “1-A” and “1-B”, respectively, attached hereto, for each party thereto; (b) Agent’s receipt of such other assurances, certificates, documents, consents or consents, and opinions as the Administrative Agent reasonably may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.; and (c) There Unless waived by Agent, Borrower shall have paid all fees, expenses and disbursements of any law firm or other external counsel for Agent to the extent invoiced prior to the date hereof, plus such additional amounts of such fees, expenses and disbursements as shall constitute its reasonable estimate thereof incurred or to be incurred by it through the closing proceedings as to this Amendment (provided that such estimate shall not have occurred during the period from December 31, 2016 through thereafter preclude a final settling of accounts between Borrower and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAgent).

Amendment Effective Date. This Amendment shall become effective as of the first date first written above (such date, the “Fourth Amendment Effective Date”), upon the satisfaction of ) on which the following conditions precedenthave been satisfied (or waived by the Administrative Agent): a. The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) the Administrative Agent and (iii) the Fourth Amendment Increasing Lenders; b. The Administrative Agent shall have also received: (a) The Administrative Agent’s receipt of the followingi. customary written opinions, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A1) White & Case LLP and (2) G▇▇▇▇▇▇▇, H▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) & C▇▇▇▇▇ ▇▇▇▇▇ L.L.P.P.C., each as special Texas and New York counsel to Borrowers the Credit Parties; ii. a certificate of an Authorized Officer of each Credit Party dated the Fourth Amendment Effective Date and PAAcertifying: A. that attached thereto is a true and complete copy of each Organizational Document of such Credit Party (and with respect to any articles of incorporation or formation (or equivalent document), as applicable, certified to be true and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed complete as of a recent date prior to the Administrative Agent and each Lender; (vFourth Amendment Effective Date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization) a certificate signed certified by a Responsible secretary or other Authorized Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) such Credit Party to be true and (d) correct as of the Fourth Amendment Effective Date (or solely with respect to the bylaws, operating agreement or equivalent governing document, as applicable, of such Credit Agreement have been satisfied (and in Party, that such Credit Party has not modified its bylaws, operating agreement or equivalent governing document, as applicable, since the case of said Section 4.02(d), if no Request for Credit Extension is made on the Third Amendment Effective Date, then determined in respect to then Outstanding Amount ); B. that attached thereto is a true and complete copy of Obligations, if any, resolutions of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with Credit Party authorizing the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and any other document delivered in connection herewith on the Fourth Amendment Effective Date; (1) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment or (2) that the incumbency and specimen signature of each Authorized Officer has not changed since the Third Amendment Effective Date; and D. that attached thereto is a good standing certificate, certificate of status or analogous certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation or organization of formation, each dated a recent date prior to the Fourth Amendment Effective Date; iii. if requested by a Fourth Amendment Increasing Lender, the Administrative Agent and such Fourth Amendment Increasing Lender shall have received a duly-executed Revolving Credit Note or amended and restated Revolving Credit Note, as applicable; iv. a certificate duly executed by an Authorized Officer of the Borrower on the Fourth Amendment Effective Date certifying that (a) no Default or Event of Default shall then exist or immediately after the Fourth Amendment Effective Date would exist and (b) each of the other Loan Documents to which it is a party shall have been obtained representations and warranties contained in Article VI of the Existing Credit Agreement shall be in full force true and effect. (c) There shall not have occurred during correct as if made on and as of the period from December 31, 2016 through and including the Fourth Amendment Effective Date (iexcept to the extent that any thereof expressly relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); v. the results of a recent search, by a Person satisfactory to the Administrative Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any event personal or condition that has had or could reasonably be expected, either individually or mixed property of any Credit Party in the aggregateappropriate jurisdictions, together with copies of all such filings disclosed by such search; and c. The Administrative Agent and the Fourth Amendment Increasing Lenders (or their affiliates, as applicable) shall have received payment of all fees required to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, be paid pursuant to the knowledge fee letter, dated as of PAAApril 17, threatened 2025, and reasonable and documented out-of-pocket expenses to the extent invoiced in writing, reasonable detail at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in least one business day prior to the aggregate, could reasonably be expected to have a Material Adverse EffectFourth Amendment Effective Date.

Amendment Effective Date. This Amendment shall will become effective as on the date on which each of the date first written above following conditions has been satisfied (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:): (a) The the Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies “PDFs” (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent, the Lead Arrangers and each of the Lenders: (i) duly executed counterparts of this AmendmentAmendment from each Loan Party, sufficient in number for distribution to the Administrative Agent, Agent and each Lender, each Borrower and PAA; (ii) such certificates of resolutions or documents, certifications and other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party; (iii) such documents and certifications evidence as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or and formed, and that each Borrower Loan Party is validly existing and existing, in good standing (or the equivalent thereof with respect to Foreign Borrowers, to the extent applicable) and qualified to engage in business in its jurisdiction of organization, issued by the appropriate authorities of such jurisdictionformation; (iviii) favorable opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇LLP, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULCthe Loan Parties, addressed to the Administrative Agent and each Lender, as to the enforceability of this Amendment and the Loan Documents as amended hereby, and such other matters as the Administrative Agent may reasonably request; (viv) a certificate signed by a Responsible Officer of the Company certifying that (A) the conditions specified in this Section 6 have been satisfied, (B) the representations and warranties contained in Section 5 are true and correct in all material respects (or, the extent modified by a materiality qualifier or Material Adverse Effect, in all respects) on and as of the Amendment Effective Date and (C) no Default has occurred and is continuing either before or after giving effect to this Amendment; and (v) to the extent requested by the Administrative Agent or any Lender at least 5 days prior to the Amendment Effective Date, any other documentation or information that the Administrative Agent or any Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. (b) All fees required to be paid on or before the Amendment Effective Date to (i) the Administrative Agent and/or the Arrangers and (ii) the Lenders pursuant to either of (A) that certain fee letter agreement dated as of November 14, 2013 among the conditions specified in Section 4.02(a)Company, Bank of America and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and/or (bB) that certain fee letter agreement dated as of November 14, 2013 among the Company, ▇▇▇▇▇ Fargo and (d) of the Credit Agreement ▇▇▇▇▇ Fargo Securities, LLC, shall have been satisfied paid. (c) Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and in disbursements of a single counsel to the case of said Section 4.02(d), Administrative Agent (directly to such counsel if no Request for Credit Extension is made requested by the Administrative Agent) to the extent invoiced prior to or on the Amendment Effective Date, then determined plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). For purposes of determining compliance with the conditions specified in respect to then Outstanding Amount of Obligationsthis Section 6, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 Lender that has had or could be reasonably expected executed this Amendment and delivered it to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, deemed to have a Material Adverse Effectconsented to, approved or accepted, or (ii) any actionto be satisfied with, suiteach document or other matter either sent, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authoritymade available for inspection, by the Administrative Agent to such Lender for consent, approval, acceptance or against PAA satisfaction, or any of its Subsidiaries required thereunder to be consented to or against any of their properties approved by or revenues that either individually acceptable or in the aggregate, could reasonably be expected satisfactory to have a Material Adverse Effectsuch Lender.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower Lender and PAABorrower; (ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party Borrower is a party; (iiiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and Borrower, General Partner is and GP LLC are duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (ivv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers Borrower and PAA, (B) ▇Norton ▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ US LLP, special Canadian Texas and New York counsel to PMCULCBorrower, addressed to the Administrative Agent and each Lender; (vvi) a certificate signed by a Responsible Officer of the Company Borrower certifying (A) that the conditions specified in Section 4.02(a), 4.02 (ba) and (db) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower)satisfied, (B) that there has been no event or circumstance since December 31, 2016 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, Effect and (C) the current PAA Debt Ratings; and (vivii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party Borrower and the validity against each Loan Party Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 2015 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of PAABorrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid. (e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consentsAny fees due Administrative Agent or any Lender, licenses including any arrangement fees, agency fees and approvals upfront fees, and any expenses incurred by Administrative Agent, in each case, as agreed in writing by the Company, required in connection with to be paid on or before the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party Effective Date shall have been obtained and shall be in full force and effectpaid. (c) There The Company shall not have occurred during paid all reasonable fees, charges and disbursements of counsel to the period from December 31, 2016 through and including Administrative Agent to the extent invoiced prior to the Amendment Effective Date (i) any event or condition Date. For purposes of determining compliance with the conditions specified in this § 3.1, each Lender that has had or could reasonably signed this Amendment shall be expected, either individually or in the aggregate, deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, Lender unless the Administrative Agent shall have received notice from such Lender prior to the knowledge proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, such notice received by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAdministrative Agent.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and each Borrower and PAABorrower; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consentsAny fees due Administrative Agent or any Lender, licenses including any arrangement fees, agency fees and approvals upfront fees, and any expenses incurred by Administrative Agent, in each case, as agreed in writing by the Company, required in connection with to be paid on or before the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party Effective Date shall have been obtained and shall be in full force and effectpaid. (c) There The Company shall not have occurred during paid all reasonable fees, charges and disbursements of counsel to the period from December 31, 2016 through and including Administrative Agent to the extent invoiced prior to the Amendment Effective Date (i) any event or condition Date. For purposes of determining compliance with the conditions specified in this § 3.1, each Lender that has had or could reasonably signed this Amendment shall be expected, either individually or in the aggregate, deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, Lender unless the Administrative Agent shall have received notice from such Lender prior to the knowledge proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, such notice received by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAdministrative Agent.

Amendment Effective Date. This Amendment shall become effective as (a) The effectiveness of this Amendment, the amendments and transactions set forth in Sections 2 and 3, the making of the 2026 Initial Term Loans and effectiveness of the 2026 Delayed Draw Term Commitments, in each case, are subject to the satisfaction or waiver of the following conditions (the first date first written above on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:): (ai) The the Administrative Agent’s receipt Agent (or counsel) shall have received from each Loan Party (A) either (1) a counterpart of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the this Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period signed on behalf of such financial statementsparty or (B) and each in form and substance reasonably written evidence satisfactory to the Administrative Agent: (i) executed counterparts Agent that such party has signed a counterpart of this Amendment, sufficient Amendment and (2) a Borrowing Request as described in number for distribution to Section 2.03(a) of the Administrative Agent, each Lender, each Borrower and PAAAmended Credit Agreement; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers the Administrative Agent shall have received (A) a certificate of each Loan Party as Party, dated the Administrative Agent may reasonably require evidencing Amendment Effective Date, which shall (1) certify the identityresolutions of its board of directors, authority members or other body authorizing the execution, delivery and capacity performance of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to executed in connection with this § 3.1 to which Amendment, (2) identify by name and title and bear the signatures of the officers of such Loan Party authorized to sign the Loan Documents to which it is a partyparty and (3) contain appropriate attachments, including the Organizational Documents of each Loan Party certified, if applicable, by the relevant authority of the jurisdiction of organization of such Loan Party, (B) a good standing certificate (if relevant) as of a recent date for each Loan Party from its jurisdiction of organization and (C) a Solvency Certificate; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formedshall have received a customary opinion of ▇▇▇▇▇▇▇, and that each Borrower is validly existing and in good standing in its jurisdiction of organizationArps, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) Slate, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇& ▇▇▇▇ LLP, special Canadian United States counsel to PMCULC, addressed to for the Loan Parties; (iv) the Administrative Agent and each Lender; (v) shall have received a certificate signed by a Responsible Officer of the Company Borrower certifying (A) that the conditions specified in Section 4.02(a), (b4(b) and (dc) of the Credit Agreement have been satisfied satisfied; (v) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Borrower to the Administrative Agent on the Amendment Effective Date; (vi) The Borrower shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (vi) shall be paid by the Borrower to the Administrative Agent on the Amendment Effective Date); (vii) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Borrower shall have received written reasonable requests therefor (and in the case of said Section 4.02(d)any Lender request, if no Request for Credit Extension is made on through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vib) such For purposes of determining compliance with the conditions specified in Section 5(a) hereof, each existing Revolving Lender, Initial Term Lender, 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Swing Line Lender and Issuing Bank that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other assurances, certificates, documents, consents matter required thereunder to be consented to or opinions as approved by or acceptable or satisfactory to a Lender unless the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained received notice from such existing Revolving Lender, Initial Term Lender, 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Swing Line Lender and shall be in full force and effect. (c) There shall not have occurred during Issuing Bank, as the period from December 31case may be, 2016 through and including prior to the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of specifying its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectobjection thereto.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ L.L.P.US LLP, special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP▇, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 2015 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower Lender and PAABorrower; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which Borrower is a party delivered pursuant to this § 3.1 to which such Loan Party is a party§3.1; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and Borrower, General Partner is and GP LLC are duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers Borrower and PAA, (B) ▇Norton ▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ US LLP, special Canadian Texas and New York counsel to PMCULCthe Borrower, addressed to the Administrative Agent and each Lender; (v) a certificate signed by a Responsible Officer of the Company Borrower certifying (A) that the conditions specified in Section 4.02(a), (b) and (db) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 2014 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and each Borrower and PAABorrower; (ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by each Borrower in favor of each requesting Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § §3.1 to which such Loan Party is a party; (iiiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and Party, General Partner and GP LLC is duly organized or formed, and that each of the Company and each Designated Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (ivv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers the Company and PAAPMCULC, (B) Fulbright & ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers the Company and PAA, PMCULC and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP▇, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (vvi) the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal years ended December 31, 2010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income or operations and cash flows for such fiscal years and partners’ capital of the Company and its Subsidiaries, including the notes thereto, and (B) the pro forma financial projections and forecasts of the Company and its Subsidiaries prepared by or at the direction of the Company and delivered by the Company to the Administrative Agent for the second half of the fiscal year ending December 31, 2013 and for the fiscal years ending December 31, 2014 and December 31, 2015; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (db) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower)satisfied, (B) the projections and forecasts described in §3.1(a)(vi)(B) of this Amendment were prepared in good faith upon assumptions deemed reasonable by the Company at the time made, (C) that there has been no event or circumstance since December 31, 2016 2012 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (CD) the current PAA Debt Ratings; and (viviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 2012 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of PAAthe Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA the Company or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Any fees due the Arrangers, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Arrangers and Administrative Agent, in each case, as agreed in writing by the Company, required to be paid on or before the Amendment Effective Date shall have been paid. (e) The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of any such notice received by the Administrative Agent.

Amendment Effective Date. This Amendment shall become effective be binding upon all parties to the Credit Agreement as of the date first written above (the “Amendment Effective Date”), upon ) that Administrative Agent receives the satisfaction of the following conditions precedentfollowing: (a) The sufficient counterparts of this Amendment, executed and delivered to Administrative Agent by (i) each Obligor, (ii) Administrative Agent’s receipt , (iii) Issuing Bank, and (iv) Required Lenders; (b) (i) from each of NOARK and AAPL2, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may require, certifying: (A) resolutions authorizing the execution and performance of this Amendment and the other Loan Documents that such Person is executing in connection herewith; (B) the incumbency and signature of the followingofficer executing such documents; and (C) a copy of such Person’s organizational documents; and (ii) from Borrower, each such certificates of which shall be originalssecretary, telecopies assistant secretary, manager, or other electronic copies (followed promptly by originals) unless otherwise specifiedgeneral partner, each properly executed by a Responsible Officer as applicable, as the Administrative Agent may require, certifying resolutions authorizing the execution of the signing Loan PartyStock Purchase Agreement and the performance of the Transactions; (c) from the Borrower, if applicablethe Stock Purchase Agreement and each other agreement, each dated document and instrument executed and delivered any Obligor and any counterparty thereto in connection with the Transaction (collectively, the “Transaction Documents”), together with all schedules and exhibits to such Transaction Documents (as supplemented or amended prior to the Amendment Effective Date (orDate), in the case of certificates of governmental officialscertified as true and complete, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAACo-Lead Arrangers; (iid) such certificates a duly completed compliance certificate, dated as of resolutions or other actionthe Amendment Effective Date, incumbency certificates and/or other certificates substantially in the form of Responsible Officers Exhibit C to the Credit Agreement, demonstrating pro forma compliance with Sections 9.13, 9.14, and 9.15 of each Loan Party the Credit Agreement as of the Administrative Agent may reasonably require evidencing end of the identityfiscal quarter ending December 31, authority 2005, after giving effect to the Transaction and capacity of each Responsible Officer thereof authorized after giving effect to act as a Responsible Officer in connection with this Amendment any Indebtedness (including the obligations under the Credit Agreement and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a partyDocuments) incurred in connection therewith; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (ve) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a)Borrower, (b) and (d) dated as of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), certifying: (Ba) that there the closing of the Transaction is being consummated on such date; (b) revised Schedules to the Credit Agreement, as applicable; (c) that after giving effect to this Amendment and the revised Schedules to the Credit Agreement, both before and after taking into account the Transaction, the representations and warranties contained in Article VII of the Credit Agreement and in the Security Instruments are true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date; (d) that after giving effect to this Amendment, both before and after giving effect to the Transaction, no Default or Event of Default has been no event or circumstance occurred and is continuing as of such date; (e) that since December 31, 2016 that 2004, there has had or could be reasonably expected to have, either individually or in the aggregate, a occurred no “Material Adverse Effect, ” (as such term is defined in the Stock Purchase Agreement) with respect to the Borrower; and (Cf) the current PAA Debt Ratings; and (vi) such other assurancesthat there are no actions, certificatessuits, documents, consents investigations or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute proceedings pending or, to the knowledge of PAABorrower, threatened in writing, at law, in equity, in arbitration any court or before any Governmental Authority, arbitrator or governmental authority by or against PAA Borrower, any Guarantor, or any of its Subsidiaries or against any of their properties or revenues respective properties, that either individually or in the aggregate(i) if adversely determined, could reasonably be expected to have materially and adversely affect Borrower, any Guarantor, or the Mortgaged Property, taken as a Material Adverse Effectwhole, or the Shares, or (ii) seek to affect or pertain to any transaction contemplated hereby, the Transaction, or the ability of Borrower or any Guarantor to perform its obligations under the Loan Documents; (f) a Pledge, Assignment, and Security Agreement executed by AAPL2 in favor of the Administrative Agent, for the benefit of the Lenders; (g) a Pledge, Assignment, and Security Agreement executed by NOARK in favor of the Administrative Agent, for the benefit of the Lenders; (h) a Guaranty Agreement executed by AAPL2 in favor of the Administrative Agent, for the benefit of the Lenders; (i) a Guaranty Agreement executed by NOARK in favor of the Administrative Agent, for the benefit of the Lenders; (j) an opinion of counsel to the Obligors (including local counsel) acceptable to the Co-Lead Arrangers, with respect to the existence of the Obligors, due authorization and execution of the Amendment, the Transaction Documents, and the other Loan Documents executed in connection therewith, enforceability of the Amendment, the Transaction Documents, and such Loan Documents, including without limitation the Security Instruments executed by AAPL2 and NOARK, and other matters incident to the transactions herein contemplated as the Co-Lead Arrangers may reasonably request, each in form and substance satisfactory to the Co-Lead Arrangers; (k) appropriate UCC search certificates and other evidence satisfactory to the Co-Lead Arrangers with respect to the Obligors’ Properties reflecting no prior Liens, other than Excepted Liens; (l) a letter from CT Corporation System, Inc., or other agent acceptable to the Administrative Agent, accepting service of process in the State of New York on behalf of each of AAPL2 and NOARK; (m) receipt of all fees and expenses due and payable by the Obligors hereunder; and (n) such other agreements, certificates, documents and evidence of authority as Co-Lead Arrangers, any Lender or counsel to the Co-Lead Arrangers may reasonably request.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ L.L.P.US LLP, special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP▇, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a4.02 (a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 2015 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and each Borrower and PAABorrower; (ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by each Borrower in favor of each requesting Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § §3.1 to which such Loan Party is a party; (iiiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (ivv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers of the Company and PAA, (B) Fulbright & ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers each Borrower and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP▇, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (vA) the audited consolidated balance sheet of PAA and its Subsidiaries for the fiscal years ended December 31, 2010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income or operations and cash flows for such fiscal years and partners’ capital of PAA and its Subsidiaries, including the notes thereto, and (B) the pro forma financial projections and forecasts of PAA and its Subsidiaries prepared by or at the direction of PAA and delivered by the Company to the Administrative Agent for the second half of the fiscal year ending December 31, 2013 and for the fiscal years ending December 31, 2014 and December 31, 2015; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) the projections and forecasts described in §3.1(a)(vi)(B) of this Amendment were prepared in good faith upon assumptions deemed reasonable by PAA at the time made, (C) that there has been no event or circumstance since December 31, 2016 2012 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (CD) the current PAA Debt RatingsRating; and (viviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 2012 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of PAAthe Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA PAA, any Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Any fees due the Arrangers, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Company, required to be paid on or before the Amendment Effective Date shall have been paid. (e) The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of any such notice received by the Administrative Agent.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and each Borrower and PAABorrower; (ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by each Borrower in favor of each requesting Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § §3.1 to which such Loan Party is a party; (iiiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (ivv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers of the Company and PAA, (B) Fulbright & ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers each Borrower and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP▇, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (vA) the audited consolidated balance sheet of PAA and its Subsidiaries for the fiscal years ended December 31, 2010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income or operations and cash flows for such fiscal years and partners’ capital of PAA and its Subsidiaries, including the notes thereto, and (B) the pro forma financial projections and forecasts of PAA and its Subsidiaries prepared by or at the direction of PAA and delivered by the Company to the Administrative Agent for the second half of the fiscal year ending December 31, 2013 and for the fiscal years ending December 31, 2014 and December 31, 2015; (vii) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) the projections and forecasts described in §3.1(a)(vi)(B) of this Amendment were prepared in good faith upon assumptions deemed reasonable by PAA at the time made, (C) that there has been no event or circumstance since December 31, 2016 2012 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (CD) the current PAA Debt RatingsRating; and (viviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 2012 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of PAAthe Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA PAA, any Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Any fees due the Arrangers, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses of the Arrangers and Administrative Agent, in each case, as agreed in writing by the Company, required to be paid on or before the Amendment Effective Date shall have been paid. (e) The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of any such notice received by the Administrative Agent.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and each Borrower and PAABorrower; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and Party, General Partner and GP LLC is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAABorrowers, (B) ▇Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ L.L.P.US LLP, special Texas and New York counsel to Borrowers and PAABorrowers, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP▇, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (db) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower)satisfied, (B) that there has been no event or circumstance since December 31, 2016 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 2015 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of PAAthe Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA the Company or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and each Borrower and PAABorrower; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and Party, General Partner and GP LLC is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAABorrowers, (B) ▇Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ L.L.P.US LLP, special Texas and New York counsel to Borrowers and PAABorrowers, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP▇, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), 4.02 (ba) and (db) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower)satisfied, (B) that there has been no event or circumstance since December 31, 2016 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 2015 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of PAAthe Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA the Company or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.