EXHIBIT 4.15
FOURTEENTH SUPPLEMENTAL
INDENTURE
THIS FOURTEENTH SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of
July 1, 2008, is among Plains All American Pipeline, L.P., a
Delaware limited partnership (the “Partnership”), PAA
Finance Corp., a Delaware corporation formerly known as Pacific
Energy Finance Corporation (“Finance Co.” and, together
with the Partnership, the “Issuers”), each of the
parties identified under the caption “Subsidiary
Guarantors” on the signature pages of this Supplemental
Indenture (the “Subsidiary Guarantors”), and U.S. Bank
National Association, as successor trustee under the indenture
referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuers have heretofore
executed and delivered to the Trustee an indenture (the
“Original Indenture”), dated as of September 25,
2002, as supplemented by, inter alia , the First, Second,
Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth,
Eleventh, Twelfth and Thirteenth Supplemental Indentures (the
Original Indenture, as so supplemented, being hereinafter called
the “Indenture”), dated as of September 25, 2002,
December 10, 2003, August 12, 2004, August 12, 2004,
May 27, 2005, May 12, 2006, May 12, 2006,
August 25, 2006, October 30, 2006, October 30, 2006,
November 15, 2006, January 1, 2008 and April 23,
2008, respectively, among the Issuers, the Subsidiary Guarantors
named therein and the Trustee, providing, in the case of the First,
Second, Third, Fourth, Fifth, Sixth, Ninth, Tenth and Thirteenth
Supplemental Indentures, for the issuance of the Issuers’
7¾% Senior Notes due 2012, 5 5 / 8 %
Senior Notes due 2013, 4.750% Senior Notes due 2009, 5.875% Senior
Notes due 2016, 5.25% Senior Notes due 2015, 6.70% Senior Notes due
2036, 6.125% Senior Notes due 2017, 6.650% Senior Notes due 2037
and 6.50% Senior Notes due 2018, respectively (such Senior Notes
being hereinafter referred to collectively as the
“Notes”);
WHEREAS, PAA Finance Corp. merged
with and into Finance Co. on July 1, 2008, Finance Co. is the
survivor of such merger, and in connection with such merger,
Finance Co. changed its corporate name to “PAA Finance
Corp.”;
WHEREAS, as a result of such merger,
Section 6.01 of each of the First, Second, Third, Fourth,
Fifth, Sixth, Ninth, Tenth and Thirteenth Supplemental Indentures
requires, inter alia , (i) Finance Co. to execute and
deliver to the Trustee a supplemental indenture pursuant to which
Finance Co. assumes the obligations of its predecessor Issuer under
the Indenture and (ii) each Subsidiary Guarantor to confirm
that its Guarantee continues to apply to the obligations under the
Notes and the Indenture;
WHEREAS,
Section 9.01(c) of the Original Indenture provides that
the Issuers and the Trustee may amend or supplement the Indenture
in order to comply with the provisions of Article X of the
Original Indenture, without the consent of the Holders of the
Notes;
WHEREAS, Article VI of each of
the First, Second, Third, Fourth, Fifth, Sixth, Ninth, Tenth and
Thirteenth Supplemental Indentures expressly preempts the
provisions of Article X of the Original Indenture in their
entirety, and Article X of each such Supplemental Indenture
provides that all references to “Article X” of the
Original Indenture shall be deemed to be a reference to
Article VI thereof, with the result that the Issuers and the
Trustee may amend or supplement the Indenture in order to comply
with the provisions of Section 6.01 of each of the First,
Second, Third, Fourth, Fifth, Sixth, Ninth, Tenth and Thirteenth
Supplemental Indentures, without the consent of the Holders of the
Notes;
WHEREAS, as a result of the covenant
termination provisions of Section 5.15 of the First
Supplemental Indenture, the financial test set forth in clause
(iv) of Section 6.01(a) thereof is no longer in
effect;
WHEREAS, as required by
Section 6.01 of each of the First, Second, Third, Fourth,
Fifth, Sixth, Ninth, Tenth and Thirteenth Supplemental Indentures,
immediately after giving effect to the aforesaid merger, no Default
or Event of Default occurred or is continuing; and
WHEREAS, as required by
Section 6.01 of each of the First, Second, Third, Fourth,
Fifth, Sixth, Ninth, Tenth and Thirteenth Supplemental Indentures,
concurrently herewith Finance Co. is delivering to the Trustee an
Officers’ Certificate and an Opinion of Counsel, each stating
that such merger and this Supplemental Indenture comply with
Section 6.01 of the First, Second, Third, Fourth, Fifth,
Sixth, Ninth, Tenth and Thirteenth Supplemental Indentures and all
other applicable provisions of the Indenture;
NOW, THEREFORE, in consideration of
the preceding recitations and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
Issuers, the Subsidiary Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders
of the Notes as follows:
1.
Definitions
.
(a)
Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture; and
(b)
the words “herein,” “herewith” and
“hereby” and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a
whole and not to any particular Section hereof.
2.
Assumption
. Finance Co. hereby assumes,
pursuant to Section 6.01 of each of the First, Second, Third,
Fourth, Fifth, Sixth, Ninth, Tenth and Thirteenth Supplemental
Indentures, (i) the due and punctual payment of the
principal of, premium, if any, and interest (including Additional
Interest, if any) on all of the Notes and (ii) the due and
punctual performance or observance of all th
