Delaware | 4610 | 76-0582150 | ||
Delaware | 4610 | 76-0669671 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
333 Clay Street, Suite 1600 Houston, Texas 77002 (713) 646-4100 | Tim Moore 333 Clay Street, Suite 1600 Houston, Texas 77002 (713) 646-4100 | |
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) | (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) |
Proposed Maximum | Proposed Maximum | Proposed Maximum | Proposed Maximum | |||||||||||||||||||||
Title of Each Class of | Amount to be | Offering Price | Aggregate Offering | Amount of | Amount to be | Offering Price | Aggregate Offering | Amount of | ||||||||||||||||
Securities to be Registered | Registered | per Note(1) | Price(1) | Registration Fee | Registered | Per Note(1) | Price(1) | Registration Fee | ||||||||||||||||
6.70% Senior Notes due 2036 | $250,000,000 | 100% | $250,000,000 | $26,750 | ||||||||||||||||||||
6.125% Senior Notes due 2017 | $400,000,000 | 100% | $400,000,000 | $12,280 | ||||||||||||||||||||
6.650% Senior Notes due 2037 | $600,000,000 | 100% | $600,000,000 | $18,420 | ||||||||||||||||||||
Guarantees(2) | — | |||||||||||||||||||||||
Total | $30,700 | |||||||||||||||||||||||
(1) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933. | |
(2) | No separate consideration will be received for the guarantees, and no separate fee is payable pursuant to Rule 457(a) under the Securities Act of 1933. | |
* | Includes certain subsidiaries of Plains All American Pipeline, L.P. identified on the following pages. |
Texas | 76-0587115 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Texas | 76-0587185 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 76-0684572 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 76-0653735 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
75-2979793 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Nova Scotia | 52-2316677 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 13-4204744 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 13-4204757 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 13-4204734 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 13-4204750 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 20-0046552 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 20-0046584 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
California | 20-4648774 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 20-3568639 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Texas | 20-3640773 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Texas | 20-2519036 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 84-1598428 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 33-0973195 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 20-3209607 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 84-1609139 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 84-0882739 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 14-1907325 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 14-1907329 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 56-2464313 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Delaware | 20-3677976 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Nova Scotia | 20-8538882 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Nova Scotia | 20-8539038 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Nova Scotia | 20-8539145 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Alberta | 20-8539103 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
Canada | 20-8539237 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. |
• | We are offering to exchange up to | |
• | We will exchange for an equal principal amount of new | |
• | ||
• | Tenders of outstanding | |
• | The exchange of outstanding |
• | The |
• | Interest on the | |
• | Interest will accrue from |
• | We may redeem the |
• | The |
• | The 2037 Notes will mature on January 15, 2037. |
• | Interest on the 2037 Notes is payable on January 15 and July 15 of each year, beginning July 15, 2007. | |
• | Interest will accrue from October 30, 2006. |
• | We may redeem the 2037 Notes, in whole or in part, at any time at a price equal to the greater of (1) 100% of the principal amount of the 2037 Notes to be redeemed or (2) a make-whole amount described in this prospectus plus 30 basis points together with accrued interest, if any, to the redemption date. |
• | The 2037 Notes are unsecured. The 2037 Notes rank equally in right of payment with all of our other existing and future senior unsecured debt and senior in right of payment to all of our future subordinated debt. |
1 | ||||||||
6 | ||||||||
7 | ||||||||
15 | ||||||||
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30 | ||||||||
32 | ||||||||
32 | ||||||||
32 | ||||||||
33 | ||||||||
A-1 | ||||||||
B-1 | ||||||||
Opinion of Vinson & Elkins | ||||||||
Ratio of Earnings to Fixed Charges | ||||||||
Consent of PricewaterhouseCoopers LLP | ||||||||
Consent of KPMG LLP | ||||||||
Form T-1 Statement of Eligibility and Qualification |
Exchange | We are offering to exchange new notes for: | |
• up to $400 million principal amount of our 6.125% 2017 Notes that have been registered under the Securities Act of 1933 (the “Securities Act”) for an equal amount of our outstanding | ||
• up to $600 million principal amount of our 6.650% 2037 Notes that have been registered under the Securities Act for an equal amount of our outstanding 2037 Notes | ||
to satisfy our obligations under the registration rights agreements that we entered into when we issued the outstanding Notes in transactions exempt from registration under the Securities Act. | ||
The terms of each series of the new Notes are substantially identical to those terms of each series of the outstanding Notes, except that the transfer restrictions, registration rights and provisions for additional interest relating to the outstanding Notes do not apply to the new Notes. | ||
Expiration Date | ||
Condition to the Exchange | The registration rights |
1
would violate any applicable law or interpretation of the staff of the SEC. A minimum aggregate principal amount of outstanding | ||
Procedures for Tendering Outstanding Notes | To participate in | |
• DTC has received your instructions to exchange your | ||
• you agree to be bound by the terms of the letter of transmittal. | ||
For more information on tendering your outstanding | ||
Guaranteed Delivery Procedures | None. |
1
Withdrawal of Tenders | You may withdraw your tender of outstanding | |
Acceptance of Outstanding Notes and Delivery of New Notes | If you fulfill all conditions required for proper acceptance of outstanding | |
Fees and Expenses | We will bear all expenses related to | |
Use of Proceeds | The issuance of the new | |
Consequences of Failure to Exchange Outstanding Notes | If you do not exchange your outstanding |
2
registered the outstanding | ||
The exchange of new | ||
Exchange Agent | We have appointed U.S. Bank National Association as exchange agent for the exchange |
23
Issuers | Plains All American Pipeline, L.P. and PAA Finance Corp. | |
PAA Finance Corp., a Delaware corporation, is an indirect wholly owned subsidiary of Plains All American Pipeline, L.P. that has been organized for the purpose of co-issuing our existing notes, the | ||
Notes Offered | $ | |
$600 million aggregate principal amount of the 2037 Notes. | ||
Maturity Date | ||
January 15, 2037 for the 2037 Notes | ||
Interest Payment Dates | We will pay interest on the | |
Optional Redemption | We may redeem the | |
Guarantees | Initially, all payments with respect to the | |
Ranking | The |
4
Certain Covenants | The indenture governing the | |
• incur liens on principal properties to secure debt; | ||
• engage in sale-leaseback transactions; and | ||
• merge or consolidate with another entity or sell, lease or transfer substantially all of our properties or assets to another entity. | ||
Transfer Restrictions; Absence of a Public Market for the Notes | The new |
35
4
5
6
• | within | |
• | cause the registration statement to be declared effective under the Securities Act within | |
• | consummate the exchange of the outstanding | |
• | promptly following the effectiveness of the registration statement, offer the new | |
• | keep the exchange | |
• | exchange new |
• | a change in law or in applicable interpretations thereof by the staff of the SEC do not permit us to effect the exchange offer; | |
• | for any other reason the exchange offer is not consummated within | |
• | an initial purchaser notifies us following consummation of the applicable exchange offer that outstanding | |
• | any holder other than an initial purchaser is not eligible to participate in the applicable exchange offer. |
7
• | the exchange offer registration statement is not filed with the SEC on or before the | |
• | the exchange offer registration statement is not declared effective by the SEC on or before the |
7
• | the exchange | |
• | being obligated to file a shelf registration statement, we fail to file the shelf registration statement with the SEC on or prior to the | |
• | being obligated to file a shelf registration statement, the shelf registration statement is not declared effective on or prior to the | |
• | after this registration statement or the shelf registration statement, as the case may be, is declared effective, such registration statement thereafter ceases to be effective (subject to certain exceptions) (each such event referred to in the preceding clauses being a “registration default”). |
• | any new | |
• | you have no arrangement or understanding with any person or entity to participate in the distribution of the new | |
• | if you are not a broker-dealer, you are not engaged in and do not intend to engage in the distribution of the new | |
• | if you are a broker-dealer that will receive new | |
• | you are not our “affiliate,” as defined in Rule 405 of the Securities Act. |
8
8
• | you are not our “affiliate” within the meaning of Rule 405 under the Securities Act; | |
• | such new | |
• | you do not intend to participate in a distribution of the new |
• | cannot rely on such interpretations by the SEC staff; and | |
• | must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. |
9
9
• | to delay accepting for exchange any outstanding | |
• | to extend the exchange offer, or | |
• | to terminate the exchange offer, |
10
10
11
• | a book-entry confirmation of such outstanding | |
• | a properly transmitted agent’s message. |
• | any new | |
• | you have no arrangement or understanding with any person or entity to participate in the distribution of the outstanding | |
• | if you are not a broker-dealer, you are not engaged in and do not intend to engage in the distribution of the new | |
• | if you are a broker-dealer that will receive new | |
• | you are not our “affiliate,” as defined in Rule 405 of the Securities Act. |
12
12
• | SEC registration fees; | |
• | fees and expenses of the exchange agent and trustee; | |
• | accounting and legal fees and printing costs; and | |
• | related fees and expenses. |
13
13
14
Six Months | ||||||||||||||||||||||||
Ended | ||||||||||||||||||||||||
June 30, | Year Ended December 31, | |||||||||||||||||||||||
2006 | 2005 | 2004 | 2003 | 2002 | 2001 | |||||||||||||||||||
RATIO OF EARNINGS TO FIXED CHARGES(1) | 3.33x | 3.34x | 3.37x | 2.36x | 2.64x | 2.13x | ||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||
2006 | 2005 | 2004 | 2003 | 2002 | ||||||||||||||||
RATIO OF EARNINGS TO FIXED CHARGES(1) | 2.83x | 3.34x | 3.37x | 2.36x | 2.64x |
(1) | Includes interest costs attributable to borrowings for inventory stored in a contango market of |
15
• | our senior unsecured indebtedness ranking equally in right of payment with the Notes of the other series and with all of our existing and future unsubordinated debt; | |
• | unconditionally guaranteed by the subsidiary guarantors; |
14
• | non-recourse to our general partner; | |
• | senior in right of payment to any of our future subordinated debt; | |
• | effectively junior to any of our existing and future secured debt, to the extent of the security for that debt; and | |
• | effectively junior to any existing and future debt of our subsidiaries that do not guarantee the |
• | a general unsecured obligation of that subsidiary guarantor; | |
• | equal in right of payment with all other existing and future unsubordinated debt of that subsidiary guarantor; | |
• | senior in right of payment to any future subordinated debt of that subsidiary guarantor; and | |
• | effectively junior to any secured debt of that subsidiary guarantor, to the extent of the security for that debt. |
16
15
17
• | upon any sale or other disposition of all or substantially all of the assets of that subsidiary guarantor, including by way of merger, consolidation or otherwise, to any person that is not our affiliate (provided such sale or other disposition is not prohibited by the | |
• | upon any sale or other disposition of all of our direct or indirect equity interests in that subsidiary guarantor to any person that is not our affiliate; or | |
• | following |
16
18
• | if the | |
• | if the |
• | default in payment when due of the principal of or any premium on any Note of that series at maturity, upon redemption or otherwise; | |
• | default for 60 days in the payment when due of interest on any Note of that series; | |
• | failure by us or, so long as the Notes of that series are guaranteed by a subsidiary guarantor, by such subsidiary guarantor, for 30 days after receipt of notice from the trustee or the holders to comply with any other term, covenant or warranty in the Indenture or the Notes of that series (provided that notice need not be given, and an Event of Default will occur, 30 days after any breach of the covenants described under “— Consolidation, Merger or Sale”); | |
• | default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any debt for money borrowed of us or any of the Subsidiaries of Plains All American Pipeline (or the payment of which is guaranteed by Plains All American Pipeline or any of its Subsidiaries), whether such debt or guarantee now exists or is created after the Issue Date, if (a) that default (x) is caused by a failure to pay principal of or premium, if any, or interest on such debt prior to the expiration of any grace period provided in such debt (a “Payment Default”), or (y) results in the acceleration of the maturity of such debt to a date prior to its originally stated maturity, and, (b) in each case described in clause (x) or (y) above, the principal amount of any such debt, together with the principal amount of any other such debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25 million or more; provided that if any such default is cured or waived or any such acceleration rescinded, or such debt is repaid, within a period of 30 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; |
1719
• | specified events in bankruptcy, insolvency or reorganization of us or, so long as the Notes of that series are guaranteed by a subsidiary guarantor, by such subsidiary guarantor; or | |
• | so long as the Notes of that series are guaranteed by a subsidiary guarantor: |
• | the guarantee by such subsidiary guarantor ceases to be in full force and effect, except as otherwise provided in the Indenture; | |
• | the guarantee by such subsidiary guarantor is declared null and void in a judicial proceeding; or | |
• | such subsidiary guarantor denies or disaffirms its obligations under the Indenture or its guarantee. |
• | we are the surviving Person in the case of a merger, or the surviving Person: |
• | is a partnership, limited liability company or corporation organized under the laws of the United States, a state thereof or the District of Columbia, provided that PAA Finance Corp. may not merge, amalgamate or consolidate with or into another Person other than a corporation satisfying such requirement for so long as Plains All American Pipeline is not a corporation; and | |
• | expressly assumes, by supplemental indenture in form reasonably satisfactory to the trustee, the due and punctual payment of the principal of, premium, if any, and interest on all of the |
• | immediately after giving effect to the transaction or series of transactions, no Default or Event of Default has occurred and is continuing; | |
• | if we are not the surviving Person, then each subsidiary guarantor, unless such subsidiary guarantor is the Person with which we have consummated a transaction under this provision, shall have confirmed |
18
that its guarantee of the |
• | we have delivered to the trustee an officers’ certificate and opinion of counsel, each stating that the merger, amalgamation, consolidation, sale, conveyance, transfer, lease or other disposition, and if a supplemental indenture is required, the supplemental indenture, comply with the Indenture and all other conditions precedent to the transaction have been complied with. |
20
• | reduce the principal amount of | |
• | reduce the principal of or change the fixed maturity of any note; | |
• | reduce or waive the premium payable upon redemption or alter or waive the other provisions with respect to the redemption of any | |
• | reduce the rate of or change the time for payment of interest on any note; |
• | waive a Default or an Event of Default in the payment of principal of or premium, if any, or interest on, any | |
• | release any security that may have been granted with respect to the | |
• | make any note payable in currency other than that stated in the | |
• | make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of | |
• | waive a redemption payment with respect to any note; | |
• | except as otherwise permitted in the Indenture, release any subsidiary guarantor from its obligations under its guarantee or the Indenture or change any guarantee in any manner that would adversely affect the rights of holders; or | |
• | make any change in the preceding amendment, supplement and waiver provisions (except to increase any percentage set forth therein). |
• | to cure any ambiguity, defect or inconsistency; | |
• | to provide for uncertificated | |
• | to provide for the assumption of our or the confirmation of a subsidiary guarantor’s obligations to holders of | |
• | to add or release subsidiary guarantors as permitted pursuant to the terms of the Indenture |
19
• | to make any changes that would provide any additional rights or benefits to the holders of | |
• | to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; | |
• | to evidence or provide for the acceptance of appointment under the Indenture of a successor trustee; | |
• | to add any additional Events of Default; | |
• | to secure the | |
• | to establish the form or terms of any other series of debt securities under the Base Indenture. |
21
• | Permitted Liens; | |
• | any lien upon any property or assets created at the time of acquisition of such property or assets by us or any Restricted Subsidiary or within one year after such time to secure all or a portion of the purchase price for such property or assets or debt incurred to finance such purchase price, whether such debt was incurred prior to, at the time of or within one year after the date of such acquisition; | |
• | any lien upon any property or assets to secure all or part of the cost of construction, development, repair or improvements thereon or to secure debt incurred prior to, at the time of, or within one year after completion of such construction, development, repair or improvements or the commencement of full operations thereof (whichever is later), to provide funds for any such purpose; | |
• | any lien upon any property or assets existing thereon at the time of the acquisition thereof by us or any Restricted Subsidiary (whether or not the obligations secured thereby are assumed by us or any Restricted Subsidiary); provided, however, that such lien only encumbers the property or assets so acquired; | |
• | any lien upon any property or assets of a Person existing thereon at the time such Person becomes a Restricted Subsidiary by acquisition, merger or otherwise; provided, however, that such lien only encumbers the property or assets of such Person at the time such Person becomes a Restricted Subsidiary; | |
• | any lien upon any of our property or assets or the property or assets of any Restricted Subsidiary in existence on | |
• | liens imposed by law or order as a result of any proceeding before any court or regulatory body that is being contested in good faith, and liens which secure a judgment or other | |
• | any extension, renewal, refinancing, refunding or replacement, or successive extensions, renewals, refinancings, refundings or replacements of liens, in whole or in part, referred to above; provided, however, that any such extension, renewal, refinancing, refunding or replacement lien shall be limited to the property or assets covered by the lien extended, renewed, refinanced, refunded or replaced and that the obligations secured by any such extension, renewal, refinancing, refunding or replacement lien shall be in an amount not greater than the amount of the obligations secured by the lien extended, |
20
renewed, refinanced, refunded or replaced and any of our expenses and the expenses of the Restricted Subsidiaries (including any premium) incurred in connection with such extension, renewal, refinancing, refunding or replacement; or |
• | any lien resulting from the deposit of moneys or evidence of indebtedness in trust for the purpose of defeasing our debt or debt of any Restricted Subsidiary. |
22
• | such Sale-leaseback Transaction occurs within one year from the date of completion of the acquisition of the Principal Property subject thereto or the date of the completion of construction, development or substantial repair or improvement, or commencement of full operations on such Principal Property, whichever is later; | |
• | the Sale-leaseback Transaction involves a lease for a period, including renewals, of not more than three years; | |
• | the Attributable Indebtedness from that Sale-leaseback Transaction is an amount equal to or less than the amount that we or such Subsidiary would be allowed to incur as debt secured by a lien on the Principal Property subject thereto without equally and ratably securing the | |
• | we or such Subsidiary, within a one-year period after such Sale-leaseback Transaction, applies or causes to be applied an amount not less than the net sale proceeds from such Sale-leaseback Transaction to (A) the prepayment, repayment, redemption, reduction or retirement of any Pari Passu Debt of us or any Subsidiary, or (B) the expenditure or expenditures for Principal Property used or to be used in the ordinary course of the business of Plains All American Pipeline or that of its Subsidiaries. |
21
23
• | deliver all outstanding | |
• | all |
22
24
23
25
24
26
25
27
28
29
• | you acquire the new | |
• | you are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of such new |
26
• | our “affiliate” within the meaning of Rule 405 under the Securities Act; or | |
• | a broker-dealer that acquired outstanding |
• | in theover-the-counter market; |
• | in negotiated transactions; | |
• | through the writing of options on the new | |
• | at market prices prevailing at the time of resale; and | |
• | at prices related to such prevailing market prices or negotiated prices. |
30
2731
• | Annual Report onForm 10-K for the year ended December 31, | |
• | ||
• | Current Report onForm 8-K filed with the Commission on | |
• | Current Report onForm 8-K filed with the Commission on March 21, 2006 (audited balance sheet of Plains AAP, L.P. | |
28
• | Current Report onForm 8-K filed with the Commission on |
32
• | our failure to successfully integrate the business operations of Pacific Energy Partners or our failure to successfully integrate any future acquisitions; | |
• | the failure to realize the anticipated cost savings, synergies and other benefits of the merger with Pacific Energy Partners; | |
• | the success of our risk management activities; | |
• | environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves; | |
• | maintenance of our credit rating and ability to receive open credit from our suppliers and trade counterparties; | |
• | abrupt or severe declines or interruptions in outer continental shelf production located offshore California and transported on our pipeline |
29
• | ||
• | the availability of adequate third party production volumes for transportation and marketing in the areas in which we | |
• | fluctuations in refinery capacity in areas supplied by our mainlines, and other factors affecting demand for various grades of crude oil, refined products and natural gas and resulting changes in pricing conditions or transmission | |
• | the availability of, and our ability to consummate, acquisition or combination opportunities; | |
• | our access to capital to fund additional acquisitions and our ability to obtain debt or equity financing on satisfactory terms; | |
• | ||
• | unanticipated changes in crude oil market structure and volatility (or lack thereof); | |
• | the impact of current and future laws, rulings and governmental regulations; | |
• | the effects of competition; |
33
• | continued creditworthiness of, and performance by, our counterparties; | |
• | interruptions in service and fluctuations in | |
• | increased costs or lack of availability of insurance; | |
• | fluctuations in the debt and equity markets, including the price of our units at the time of vesting under our Long-Term Incentive Plans; | |
• | the currency exchange rate of the Canadian dollar; | |
• | ||
shortages or cost increases of power supplies, materials or labor; | ||
• | weather interference with business operations or project construction; | |
• | ||
risks related to the development and operation of natural gas storage facilities; | ||
• | general economic, market or business conditions; and | |
• | other factors and uncertainties inherent in the |
3034
A-1
A-1
A-2
A-2
A-3
A-3
A-4
B-1
B-2
B-3
A-4B-4
Item 20. | Indemnification of Officers and Directors |
II-1
Item 21. | Exhibits and Financial Statement Schedules |
4 | .1 | — | Indenture dated September 25, 2002 among Plains All American Pipeline, L.P., PAA Finance Corp. and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Quarterly Report onForm 10-Q for the Quarter ended September 30, 2002) | |||
4 | .2 | — | First Supplemental Indenture (Series A and Series B 7.75% Senior Notes due 2012) dated as of September 25, 2002 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.2 to Quarterly Report onForm 10-Q for the Quarter ended September 30, 2002) | |||
4 | .3 | — | Second Supplemental Indenture (Series A and Series B 5.625% Senior Notes due 2013) dated as of December 10, 2003 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.4 to Annual Report onForm 10-K for the Year ended December 31, 2003) | |||
4 | .4 | — | Third Supplemental Indenture (Series A and Series B 4.750% Senior Notes due 2009) dated August 12, 2004 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia, National Association (incorporated by reference to Exhibit 4.4 to the Registration Statement onForm S-4, File No.333-121168) | |||
4 | .5 | — | Fourth Supplemental Indenture (Series A and Series B 5.875% Senior Notes due 2016) dated August 12, 2004 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia, National Association (incorporated by reference to Exhibit 4.5 to the Registration Statement onForm S-4, File No.333-121168) | |||
4 | .6 | — | Fifth Supplemental Indenture (Series A and Series B 5.25% Senior Notes due 2015) dated May 27, 2005 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report onForm 8-K filed May 31, 2005) | |||
4 | .7 | — | Sixth Supplemental Indenture (Series A and Series B 6.70% Senior Notes due 2036) dated May 12, 2006 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report onForm 8-K filed May 12, 2006) | |||
4 | .8 | — | Exchange and Registration Rights Agreement, dated as of May 12, 2006, among Plains All American Pipeline, L.P., PAA Finance Corp., the Guarantors named therein and the Initial Purchasers named therein (incorporated by reference to Exhibit 4.2 to Current Report onForm 8-K filed May 12, 2006) | |||
4 | .9 | — | Seventh Supplemental Indenture, dated as of May 12, 2006, to Indenture, dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp., Plains LPG Services GP LLC, Plains LPG Services, L.P. and Lone Star Trucking, LLC and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.3 to Current Report onForm 8-K filed May 12, 2006) | |||
4 | .10 | — | Eighth Supplemental Indenture, dated as of August 25, 2006, to Indenture, dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp., Plains Marketing International GP LLC, Plains Marketing International, L.P. and Plains LPG Marketing, L.P. and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report onForm 8-K filed August 25, 2006) | |||
5 | .1* | — | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | |||
8 | .1* | — | Opinion of Vinson & Elkins L.L.P. relating to tax matters (contained in Exhibit 5.1) | |||
12 | .1* | — | Ratio of Earnings to Fixed Charges | |||
23 | .1* | — | Consent of PricewaterhouseCoopers LLP | |||
23 | .2* | — | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | |||
24 | .1* | — | Powers of Attorney (included on the signature page) | |||
25 | .1* | — | Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the trustee under the Senior Indenture |
4 | .1 | — | Indenture dated September 25, 2002 among Plains All American Pipeline, L.P., PAA Finance Corp. and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Quarterly Report onForm 10-Q for the quarter ended September 30, 2002) | |||
4 | .2 | — | First Supplemental Indenture (Series A and Series B 7.75% Senior Notes due 2012) dated as of September 25, 2002 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.2 to Quarterly Report onForm 10-Q for the quarter ended September 30, 2002) | |||
4 | .3 | — | Second Supplemental Indenture (Series A and Series B 5.625% Senior Notes due 2013) dated as of December 10, 2003 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.4 to Annual Report onForm 10-K for the year ended December 31, 2003) | |||
4 | .4 | — | Third Supplemental Indenture (Series A and Series B 4.750% Senior Notes due 2009) dated August 12, 2004 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia, National Association (incorporated by reference to Exhibit 4.4 to the Registration Statement onForm S-4, FileNo. 333-121168) | |||
4 | .5 | — | Fourth Supplemental Indenture (Series A and Series B 5.875% Senior Notes due 2016) dated August 12, 2004 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia, National Association (incorporated by reference to Exhibit 4.5 to the Registration Statement onForm S-4, FileNo. 333-121168) | |||
4 | .6 | — | Fifth Supplemental Indenture (Series A and Series B 5.25% Senior Notes due 2015) dated May 27, 2005 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report onForm 8-K filed May 31, 2005) | |||
4 | .7 | — | Sixth Supplemental Indenture (Series A and Series B 6.70% Senior Notes due 2036) dated May 12, 2006 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report onForm 8-K filed May 12, 2006) | |||
4 | .8 | — | Exchange and Registration Rights Agreement, dated as of May 12, 2006, among Plains All American Pipeline, L.P., PAA Finance Corp., the Guarantors named therein and the Initial Purchasers named therein (incorporated by reference to Exhibit 4.2 to Current Report onForm 8-K filed May 12, 2006) | |||
4 | .9 | — | Seventh Supplemental Indenture, dated as of May 12, 2006, to Indenture, dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp., Plains LPG Services GP LLC, Plains LPG Services, L.P. and Lone Star Trucking, LLC and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.3 to Current Report onForm 8-K filed May 12, 2006) | |||
4 | .10 | — | Eighth Supplemental Indenture, dated as of August 25, 2006, to Indenture, dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp., Plains Marketing International GP LLC, Plains Marketing International, L.P. and Plains LPG Marketing, L.P. and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report onForm 8-K filed August 25, 2006) | |||
4 | .11 | — | Ninth Supplemental Indenture (Series A and Series B 6.125% Senior Notes due 2017), dated as of October 30, 2006, to Indenture, dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp. and subsidiary guarantors signatory thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report onForm 8-K filed October 30, 2006) | |||
4 | .12 | — | Tenth Supplemental Indenture (Series A and Series B 6.650% Senior Notes due 2037), dated as of October 30, 2006, to Indenture, dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp. and subsidiary guarantors signatory thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report onForm 8-K filed October 30, 2006) |
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4 | .13 | — | Exchange and Registration Rights Agreement dated as of October 30, 2006, among Plains All American Pipeline, L.P., PAA Finance Corp., Plains Marketing, L.P., Plains Pipeline, L.P., Plains Marketing GP Inc., Plains Marketing Canada LLC, PMC (Nova Scotia) Company, Plains Marketing Canada, L.P., Basin Holdings GP LLC, Basin Pipeline Holdings, L.P., Rancho Holdings GP LLC, Rancho Pipeline Holdings, L.P., Plains LPG Services GP LLC, Plains LPG Services, L.P., Lone Star Trucking, LLC, Plains Marketing International GP LLC, Plains LPG Marketing, L.P., Plains Marketing International, L.P., Citigroup Global Markets Inc., UBS Securities LLC, Banc of America Securities LLC, J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, BNP Paribas Securities Corp., SunTrust Capital Markets, Inc., Fortis Securities LLC, Scotia Capital (USA) Inc., Comerica Securities, Inc., Commerzbank Capital Markets Corp., Daiwa Securities America Inc., DnB NOR Markets, Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC, Mitsubishi UFJ Securities International plc, Piper Jaffray & Co., RBC Capital Markets Corporation, SG Americas Securities, LLC, Wedbush Morgan Securities Inc. and Wells Fargo Securities, LLC relating to the 2017 Notes (incorporated by reference to Exhibit 4.3 to the Current Report onForm 8-K filed October 30, 2006) | |||
4 | .14 | — | Exchange and Registration Rights Agreement dated as of October 30, 2006, among Plains All American Pipeline, L.P., PAA Finance Corp., Plains Marketing, L.P., Plains Pipeline, L.P., Plains Marketing GP Inc., Plains Marketing Canada LLC, PMC (Nova Scotia) Company, Plains Marketing Canada, L.P., Basin Holdings GP LLC, Basin Pipeline Holdings, L.P., Rancho Holdings GP LLC, Rancho Pipeline Holdings, L.P., Plains LPG Services GP LLC, Plains LPG Services, L.P., Lone Star Trucking, LLC, Plains Marketing International GP LLC, Plains LPG Marketing, L.P., Plains Marketing International, L.P., Citigroup Global Markets Inc., UBS Securities LLC, Banc of America Securities LLC, J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, BNP Paribas Securities Corp., SunTrust Capital Markets, Inc., Fortis Securities LLC, Scotia Capital (USA) Inc., Comerica Securities, Inc., Commerzbank Capital Markets Corp., Daiwa Securities America Inc., DnB NOR Markets, Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC, Mitsubishi UFJ Securities International plc, Piper Jaffray & Co., RBC Capital Markets Corporation, SG Americas Securities Inc. and Wells Fargo Securities, LLC relating to the 2037 Notes (incorporated by reference to Exhibit 4.4 to the Current Report onForm 8-K filed October 30, 2006) | |||
4 | .15 | — | Eleventh Supplemental Indenture dated November 15, 2006 to Indenture dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report onForm 8-K filed November 21, 2006) | |||
4 | .16 | — | Indenture dated June 16, 2004 among Pacific Energy Partners, L.P. and Pacific Energy Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee of the 71/8% senior notes due 2014 (incorporated by reference to Exhibit 4.21 to Pacific’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2004) | |||
4 | .17 | — | First Supplemental Indenture dated March 3, 2005 among Pacific Energy Partners, L.P. and Pacific Energy Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee of the 71/8% senior notes due 2014 (incorporated by reference to Exhibit 4.1 to Pacific’s Current Report onForm 8-K filed March 9, 2005) | |||
4 | .18 | — | Second Supplemental Indenture dated September 23, 2005 among Pacific Energy Partners, L.P. and Pacific Energy Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee of the 71/8% senior notes due 2014 (incorporated by reference to Exhibit 4.17 to the Annual Report onForm 10-K for the year ended December 31, 2006) | |||
4 | .19 | — | Third Supplemental Indenture dated November 15, 2006 to Indenture dated as of June 16, 2004, among Plains All American Pipeline, L.P., Pacific Energy Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report onForm 8-K filed November 21, 2006) | |||
4 | .20 | — | Indenture dated September 23, 2005 among Pacific Energy Partners, L.P. and Pacific Energy Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee of the 61/4% senior notes due 2015 (incorporated by reference to Exhibit 4.1 to Pacific’s Current Report onForm 8-K filed September 28, 2005) | |||
4 | .21 | — | First Supplemental Indenture dated November 15, 2006 to Indenture dated as of September 23, 2005, among Plains All American Pipeline, L.P., Pacific Energy Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Current Report onForm 8-K filed November 21, 2006) |
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5 | .1* | — | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | |||
12 | .1* | — | Ratio of Earnings to Fixed Charges | |||
23 | .1* | — | Consent of PricewaterhouseCoopers LLP | |||
23 | .2* | — | Consent of KPMG LLP | |||
23 | .3* | — | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | |||
24 | .1* | — | Powers of Attorney (included on the signature page) | |||
25 | .1* | — | Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the trustee under the Indenture with respect to the 6.125% Senior Notes due 2017 and the 6.650% Senior Notes due 2037 |
* | Filed herewith. |
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Item 22. | Undertakings |
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By: | /s/ Greg L. Armstrong Name: Greg L. Armstrong Title: Chairman of the Board and Chief Executive Officer |
By: | ||
/s/ Greg L. Armstrong |
Name: Greg L. Armstrong Title: |
By: | /s/ Greg L. Armstrong Name: Greg L. Armstrong Title: Chief Executive Officer |
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By: | ||
/s/ Greg L. Armstrong |
Name: Greg L. Armstrong Title: | Chief Executive Officer |
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By: | /s/ Greg L. Armstrong Name: Greg L. Armstrong Title: Chief Executive Officer |
By: | /s/ Greg L. Armstrong |
Name: Greg L. Armstrong Title: | Chief Executive Officer |
By: | ||
/s/ Phil Kramer |
Name: Phil Kramer Title: | Executive Vice President |
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By: | /s/ Phil Kramer |
By: | /s/ Greg L. Armstrong |
By: | /s/ Greg L. Armstrong Name: Greg L. Armstrong Title: Chief Executive Officer | |
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By: | /s/ Greg L. Armstrong Name: Greg L. Armstrong Title: Chief Executive Officer | |
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By: | /s/ Phil Kramer Name: Phil Kramer Title: Executive Vice President |
By: Plains LPG Services GP LLC, its general partner By: Plains Marketing, L.P., its sole member By: | Plains Marketing GP Inc., its general partner | |
By: | /s/ Phil Kramer Name: Phil Kramer Title: Executive Vice President |
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By: | Plains LPG Services GP LLC, its general partner |
By: | /s/ Phil Kramer |
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By: | /s/ Phil Kramer |
By: | Plains Marketing International GP LLC, its general partner |
By: | /s/ Phil Kramer |
Title: | Executive Vice President |
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By: | /s/ Phil Kramer |
By: | /s/ Greg L. Armstrong |
By: | /s/ Greg L. Armstrong |
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By: | /s/ Greg L. Armstrong |
By: | /s/ Greg L. Armstrong |
By: | /s/ Greg L. Armstrong |
By: | PEG Canada GP LLC, its general partner |
By: | /s/ Greg L. Armstrong |
By: | /s/ Greg L. Armstrong |
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By: | /s/ Greg L. Armstrong |
By: | /s/ Phil Kramer |
By: | /s/ Phil Kramer |
By: | /s/ Phil Kramer |
By: | /s/ Phil Kramer |
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By: | /s/ Phil Kramer |
Signature | Title | Date | ||||
/s/ Greg L. Armstrong Greg L. Armstrong | Chairman of the Board, Chief Executive Officer and Director (Principal | |||||
/s/ Phil Kramer Phil Kramer | Executive Vice President and Chief Financial Officer (Principal | |||||
/s/ Tina L. Val Tina L. Val | Vice President — Accounting and Chief Accounting Officer (Principal | |||||
/s/ David N. Capobianco David N. Capobianco | Director | |||||
/s/ Everardo Goyanes Everardo Goyanes | Director | |||||
/s/ Gary R. Petersen Gary R. Petersen | Director | |||||
/s/ Robert V. Sinnott Robert V. Sinnott | Director |
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Signature | Title | Date | ||||
/s/ Arthur L. Smith Arthur L. Smith | Director | |||||
/s/ J. Taft Symonds J. Taft Symonds | Director |
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Signature | Title | Date | ||||
/s/ Greg L. Armstrong Greg L. Armstrong | Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) | |||||
/s/ Harry N. Pefanis Harry N. Pefanis | President, Chief Operating Officer and Director | |||||
/s/ Phil Kramer Phil Kramer | Executive Vice President and Chief Financial Officer (Principal | |||||
/s/ Tina L. Val Tina L. Val | Vice President — Accounting and Chief Accounting Officer (Principal | |||||
/s/ Tim Moore Tim Moore | Vice President, General Counsel, Secretary and Director |
/s/ Greg L. Armstrong Greg L. Armstrong | President and Director (Principal | |||||
/s/ Phil Kramer Phil Kramer | Executive Vice President, Chief Financial Officer and Director (Principal | |||||
/s/ Tina L. Val Tina L. Val | Vice President — Accounting and Chief Accounting Officer (Principal | |||||
/s/ Harry N. Pefanis Harry N. Pefanis | Vice President and Director |
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/s/ Greg L. Armstrong Greg L. Armstrong | Chief Executive Officer (Principal Executive Officer) | March 23, 2007 | ||||
/s/ Harry Pefanis Harry Pefanis | President, Chief Operating Officer and Director | March 23, 2007 | ||||
/s/ Phil Kramer Phil Kramer | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | March 23, 2007 | ||||
/s/ Tina L. Val Tina L. Val | Vice President — Accounting and Chief Accounting Officer (Principal Accounting Officer) | March 23, 2007 | ||||
/s/ Tim Moore Tim Moore | Vice President, Secretary and Director | March 23, 2007 |
/s/ W. David Duckett W. David Duckett | President | |||||
/s/ D. Mark Alenius D. Mark Alenius | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||||
/s/ Tim Moore Tim Moore | Vice President and Director | |||||
/s/ Greg L. Armstrong Greg L. Armstrong | Director | |||||
/s/ Harry N. Pefanis Harry N. Pefanis | Director |
/s/ Greg L. Armstrong Greg L. Armstrong | Chief Executive Officer (Principal Executive Officer) | March 23, 2007 | ||||
/s/ Phil Kramer Phil Kramer | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | March 23, 2007 | ||||
/s/ Tina L. Val Tina L. Val | Vice President — Accounting and Chief Accounting Officer (Principal Accounting Officer) | March 23, 2007 |
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/s/ Greg L. Armstrong Greg L. Armstrong | Chief Executive Officer (Principal Executive Officer) | March 23, 2007 | ||||
/s/ Phil Kramer Phil Kramer | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | March 23, 2007 | ||||
/s/ Tina L. Val Tina L. Val | Vice President — Accounting and Chief Accounting Officer (Principal Accounting Officer) | March 23, 2007 |
/s/ Dave Duckett Dave Duckett | President (Principal Executive Officer) | March 23, 2007 | ||||
/s/ Mark Alenius Mark Alenius | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | March 23, 2007 | ||||
/s/ Greg L. Armstrong Greg L. Armstrong | Director | March 23, 2007 | ||||
/s/ Harry Pefanis Harry Pefanis | Director | March 23, 2007 | ||||
/s/ Tim Moore Tim Moore | Vice President and Director | March 23, 2007 |
/s/ Dave Duckett Dave Duckett | President and Director (Principal Executive Officer) | March 23, 2007 | ||||
/s/ Mark Alenius Mark Alenius | Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | March 23, 2007 | ||||
/s/ Greg L. Armstrong Greg L. Armstrong | Director | March 23, 2007 | ||||
/s/ Harry Pefanis Harry Pefanis | Director | March 23, 2007 | ||||
/s/ Tim Moore Tim Moore | Vice President and Director | March 23, 2007 |
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4 | .1 | — | Indenture dated September 25, 2002 among Plains All American Pipeline, L.P., PAA Finance Corp. and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Quarterly Report onForm 10-Q for the Quarter ended September 30, 2002) | |||
4 | .2 | — | First Supplemental Indenture (Series A and Series B 7.75% Senior Notes due 2012) dated as of September 25, 2002 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.2 to Quarterly Report onForm 10-Q for the Quarter ended September 30, 2002) | |||
4 | .3 | — | Second Supplemental Indenture (Series A and Series B 5.625% Senior Notes due 2013) dated as of December 10, 2003 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.4 to Annual Report onForm 10-K for the Year ended December 31, 2003) | |||
4 | .4 | — | Third Supplemental Indenture (Series A and Series B 4.750% Senior Notes due 2009) dated August 12, 2004 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia, National Association (incorporated by reference to Exhibit 4.4 to the Registration Statement onForm S-4, File No.333-121168) | |||
4 | .5 | — | Fourth Supplemental Indenture (Series A and Series B 5.875% Senior Notes due 2016) dated August 12, 2004 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia, National Association (incorporated by reference to Exhibit 4.5 to the Registration Statement onForm S-4, File No.333-121168) | |||
4 | .6 | — | Fifth Supplemental Indenture (Series A and Series B 5.25% Senior Notes due 2015) dated May 27, 2005 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report onForm 8-K filed May 31, 2005) | |||
4 | .7 | — | Sixth Supplemental Indenture (Series A and Series B 6.70% Senior Notes due 2036) dated May 12, 2006 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report onForm 8-K filed May 12, 2006) | |||
4 | .8 | — | Exchange and Registration Rights Agreement, dated as of May 12, 2006, among Plains All American Pipeline, L.P., PAA Finance Corp., the Guarantors named therein and the Initial Purchasers named therein (incorporated by reference to Exhibit 4.2 to Current Report onForm 8-K filed May 12, 2006) | |||
4 | .9 | — | Seventh Supplemental Indenture, dated as of May 12, 2006, to Indenture, dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp., Plains LPG Services GP LLC, Plains LPG Services, L.P. and Lone Star Trucking, LLC and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.3 to Current Report onForm 8-K filed May 12, 2006) | |||
4 | .10 | — | Eighth Supplemental Indenture, dated as of August 25, 2006, to Indenture, dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp., Plains Marketing International GP LLC, Plains Marketing International, L.P. and Plains LPG Marketing, L.P. and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report onForm 8-K filed August 25, 2006) | |||
5 | .1* | — | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | |||
8 | .1* | — | Opinion of Vinson & Elkins L.L.P. relating to tax matters (contained in Exhibit 5.1) | |||
12 | .1* | — | Ratio of Earnings to Fixed Charges | |||
23 | .1* | — | Consent of PricewaterhouseCoopers LLP | |||
23 | .2* | — | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | |||
24 | .1* | — | Powers of Attorney (included on the signature page) | |||
25 | .1* | — | Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the trustee under the Senior Indenture |
4 | .1 | — | Indenture dated September 25, 2002 among Plains All American Pipeline, L.P., PAA Finance Corp. and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Quarterly Report onForm 10-Q for the quarter ended September 30, 2002) | |||
4 | .2 | — | First Supplemental Indenture (Series A and Series B 7.75% Senior Notes due 2012) dated as of September 25, 2002 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.2 to Quarterly Report onForm 10-Q for the quarter ended September 30, 2002) | |||
4 | .3 | — | Second Supplemental Indenture (Series A and Series B 5.625% Senior Notes due 2013) dated as of December 10, 2003 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.4 to Annual Report onForm 10-K for the year ended December 31, 2003) | |||
4 | .4 | — | Third Supplemental Indenture (Series A and Series B 4.750% Senior Notes due 2009) dated August 12, 2004 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia, National Association (incorporated by reference to Exhibit 4.4 to the Registration Statement onForm S-4, FileNo. 333-121168) | |||
4 | .5 | — | Fourth Supplemental Indenture (Series A and Series B 5.875% Senior Notes due 2016) dated August 12, 2004 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia, National Association (incorporated by reference to Exhibit 4.5 to the Registration Statement onForm S-4, FileNo. 333-121168) | |||
4 | .6 | — | Fifth Supplemental Indenture (Series A and Series B 5.25% Senior Notes due 2015) dated May 27, 2005 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report onForm 8-K filed May 31, 2005) | |||
4 | .7 | — | Sixth Supplemental Indenture (Series A and Series B 6.70% Senior Notes due 2036) dated May 12, 2006 among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report onForm 8-K filed May 12, 2006) | |||
4 | .8 | — | Exchange and Registration Rights Agreement, dated as of May 12, 2006, among Plains All American Pipeline, L.P., PAA Finance Corp., the Guarantors named therein and the Initial Purchasers named therein (incorporated by reference to Exhibit 4.2 to Current Report onForm 8-K filed May 12, 2006) | |||
4 | .9 | — | Seventh Supplemental Indenture, dated as of May 12, 2006, to Indenture, dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp., Plains LPG Services GP LLC, Plains LPG Services, L.P. and Lone Star Trucking, LLC and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.3 to Current Report onForm 8-K filed May 12, 2006) | |||
4 | .10 | — | Eighth Supplemental Indenture, dated as of August 25, 2006, to Indenture, dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp., Plains Marketing International GP LLC, Plains Marketing International, L.P. and Plains LPG Marketing, L.P. and Wachovia Bank, National Association (incorporated by reference to Exhibit 4.1 to Current Report onForm 8-K filed August 25, 2006) | |||
4 | .11 | — | Ninth Supplemental Indenture (Series A and Series B 6.125% Senior Notes due 2017), dated as of October 30, 2006, to Indenture, dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp. and subsidiary guarantors signatory thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report onForm 8-K filed October 30, 2006) | |||
4 | .12 | — | Tenth Supplemental Indenture (Series A and Series B 6.650% Senior Notes due 2037), dated as of October 30, 2006, to Indenture, dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp. and subsidiary guarantors signatory thereto and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report onForm 8-K filed October 30, 2006) |
4 | .13 | — | Exchange and Registration Rights Agreement dated as of October 30, 2006, among Plains All American Pipeline, L.P., PAA Finance Corp., Plains Marketing, L.P., Plains Pipeline, L.P., Plains Marketing GP Inc., Plains Marketing Canada LLC, PMC (Nova Scotia) Company, Plains Marketing Canada, L.P., Basin Holdings GP LLC, Basin Pipeline Holdings, L.P., Rancho Holdings GP LLC, Rancho Pipeline Holdings, L.P., Plains LPG Services GP LLC, Plains LPG Services, L.P., Lone Star Trucking, LLC, Plains Marketing International GP LLC, Plains LPG Marketing, L.P., Plains Marketing International, L.P., Citigroup Global Markets Inc., UBS Securities LLC, Banc of America Securities LLC, J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, BNP Paribas Securities Corp., SunTrust Capital Markets, Inc., Fortis Securities LLC, Scotia Capital (USA) Inc., Comerica Securities, Inc., Commerzbank Capital Markets Corp., Daiwa Securities America Inc., DnB NOR Markets, Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC, Mitsubishi UFJ Securities International plc, Piper Jaffray & Co., RBC Capital Markets Corporation, SG Americas Securities, LLC, Wedbush Morgan Securities Inc. and Wells Fargo Securities, LLC relating to the 2017 Notes (incorporated by reference to Exhibit 4.3 to the Current Report onForm 8-K filed October 30, 2006) | |||
4 | .14 | — | Exchange and Registration Rights Agreement dated as of October 30, 2006, among Plains All American Pipeline, L.P., PAA Finance Corp., Plains Marketing, L.P., Plains Pipeline, L.P., Plains Marketing GP Inc., Plains Marketing Canada LLC, PMC (Nova Scotia) Company, Plains Marketing Canada, L.P., Basin Holdings GP LLC, Basin Pipeline Holdings, L.P., Rancho Holdings GP LLC, Rancho Pipeline Holdings, L.P., Plains LPG Services GP LLC, Plains LPG Services, L.P., Lone Star Trucking, LLC, Plains Marketing International GP LLC, Plains LPG Marketing, L.P., Plains Marketing International, L.P., Citigroup Global Markets Inc., UBS Securities LLC, Banc of America Securities LLC, J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, BNP Paribas Securities Corp., SunTrust Capital Markets, Inc., Fortis Securities LLC, Scotia Capital (USA) Inc., Comerica Securities, Inc., Commerzbank Capital Markets Corp., Daiwa Securities America Inc., DnB NOR Markets, Inc., HSBC Securities (USA) Inc., ING Financial Markets LLC, Mitsubishi UFJ Securities International plc, Piper Jaffray & Co., RBC Capital Markets Corporation, SG Americas Securities Inc. and Wells Fargo Securities, LLC relating to the 2037 Notes (incorporated by reference to Exhibit 4.4 to the Current Report onForm 8-K filed October 30, 2006) | |||
4 | .15 | — | Eleventh Supplemental Indenture dated November 15, 2006 to Indenture dated as of September 25, 2002, among Plains All American Pipeline, L.P., PAA Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report onForm 8-K filed November 21, 2006) | |||
4 | .16 | — | Indenture dated June 16, 2004 among Pacific Energy Partners, L.P. and Pacific Energy Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee of the 71/8% senior notes due 2014 (incorporated by reference to Exhibit 4.21 to Pacific’s Quarterly Report onForm 10-Q for the quarter ended June 30, 2004) | |||
4 | .17 | — | First Supplemental Indenture dated March 3, 2005 among Pacific Energy Partners, L.P. and Pacific Energy Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee of the 71/8% senior notes due 2014 (incorporated by reference to Exhibit 4.1 to Pacific’s Current Report onForm 8-K filed March 9, 2005) | |||
4 | .18 | — | Second Supplemental Indenture dated September 23, 2005 among Pacific Energy Partners, L.P. and Pacific Energy Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee of the 71/8% senior notes due 2014 (incorporated by reference to Exhibit 4.17 to the Annual Report onForm 10-K for the year ended December 31, 2006) | |||
4 | .19 | — | Third Supplemental Indenture dated November 15, 2006 to Indenture dated as of June 16, 2004, among Plains All American Pipeline, L.P., Pacific Energy Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report onForm 8-K filed November 21, 2006) | |||
4 | .20 | — | Indenture dated September 23, 2005 among Pacific Energy Partners, L.P. and Pacific Energy Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee of the 61/4% senior notes due 2015 (incorporated by reference to Exhibit 4.1 to Pacific’s Current Report onForm 8-K filed September 28, 2005) |
4 | .21 | — | First Supplemental Indenture dated November 15, 2006 to Indenture dated as of September 23, 2005, among Plains All American Pipeline, L.P., Pacific Energy Finance Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Current Report onForm 8-K filed November 21, 2006) | |||
5 | .1* | — | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | |||
12 | .1* | — | Ratio of Earnings to Fixed Charges | |||
23 | .1* | — | Consent of PricewaterhouseCoopers LLP | |||
23 | .2* | — | Consent of KPMG LLP | |||
23 | .3* | — | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | |||
24 | .1* | — | Powers of Attorney (included on the signature page) | |||
25 | .1* | — | Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of the trustee under the Indenture with respect to the 6.125% Senior Notes due 2017 and the 6.650% Senior Notes due 2037 |
* | Filed herewith. |