EX-10.1

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of the 16th day of August, 2013, is by and among PLAINS MARKETING, L.P., a Texas limited partnership (the “Company”), PLAINS MIDSTREAM CANADA ULC, a British Columbia unlimited liability company (“PMCULC”; and together with the Company, the “Borrowers” and each, a “Borrower”) BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as an L/C Issuer, and the Lenders party hereto.

WHEREAS, the Company, Administrative Agent, certain of the L/C Issuers and certain of the Lenders entered into that certain Third Amended and Restated Credit Agreement dated as of August 19, 2011, as amended by First Amendment to Third Amended and Restated Credit Agreement dated June 27, 2012 (as heretofore amended, the “Original Agreement”) for the purposes and consideration therein expressed; and

WHEREAS, Société Générale and Citibank, N.A., as Co-Syndication Agents, and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Société Générale and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Book Managers, have, at the Company’s request, syndicated and arranged for an extension and other amendments to the Original Agreement, and pursuant thereto, the Borrowers, Administrative Agent, L/C Issuers and the Lenders party hereto desire to amend the Original Agreement for the purposes described herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Original Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

§ 1.1. Terms Defined in the Original Agreement. Unless the context otherwise requires or unless otherwise expressly defined herein, the terms defined in the Credit Agreement (as set forth in Annex A attached hereto) shall have the same meanings whenever used in this Amendment.

§ 1.2. Other Defined Terms. Unless the context otherwise requires, the following terms when used in this Amendment shall have the meanings assigned to them in this § 1.2.

“Amendment” means this Second Amendment to Third Amended and Restated Credit Agreement.

“Amendment Effective Date” has the meaning specified in § 3.1 of this Amendment.

(a) Applicable Rate. The table set forth in the definition of “Applicable Rate” set forth in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows:

(b) Eurocurrency Rate. The definition of “Eurocurrency Rate” set forth in Section 1.01 of the Original Agreement is hereby amended in its entirety to read as follows:

(i) in the case of Eurocurrency Rate Loan denominated in Dollars, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”), as published by Reuters or a successor thereto (or such other commercially available source providing quotations of LIBOR as may be designated by the Administrative Agent from time to time) or comparable replacement therefor as requested by the Company or proposed by the Administrative Agent and, in each case, as approved by the Administrative Agent and the Company, at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; or (ii) if such rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 p.m. (London time) two Business Days prior to the commencement of such Interest Period; and

(ii) in the case of a Eurocurrency Rate Loan denominated in Canadian Dollars, at a rate per annum equal to CDOR for a Canadian BA in such amount with a term equivalent to such Interest Period for such Loan; and

(b) for any interest calculation with respect to (i) a Base Rate Loan or a Swing Line Loan based on the Eurocurrency Rate denominated in Dollars, on any date, the rate per annum equal to LIBOR, at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day and (ii) a Swing Line Loan based on the Eurocurrency Rate denominated in Canadian Dollars, on any date, the rate per annum equal to CDOR for a Canadian BA in such amount with a term of one month commencing on that day.

(c) Change in Law. The reference to “United States regulatory authorities” in clause (y) of the proviso at the end of the definition of “Change in Law” set forth in Section 1.01 of the Original Agreement is hereby amended to refer instead to “United States or foreign regulatory authorities”.

(d) Interest Period. The reference to “fourteen days,” in the definition of “Interest Period” set forth in Section 1.01 of the Original Agreement is hereby deleted in its entirety.

(e) Maturity Date. The definition of “Maturity Date” set forth in Section 1.01 of the Original Agreement is hereby amended in its entirety to read as follows:

“Maturity Date” means the later of (a) such date that is three years from the “Amendment Effective Date” (as such term is defined in that certain Second Amendment to Third Amended and Restated Credit Agreement dated August 16, 2013 amending this Agreement) and (b) if the Maturity Date then in effect is extended pursuant to Section 2.14, such extended Maturity Date; provided, however, that if such date does not satisfy clause (a) of the definition of “Business Day,” the Maturity Date shall be the next preceding Business Day.

§ 2.2. Borrowings. The reference to “fourteen days,” in the proviso in the first sentence of Section 2.02 of the Original Agreement is hereby deleted.

§ 2.3. Calculation of Interest and Fees. The reference to “and Canadian Prime Rate Loans” in the first sentence of Section 2.10 of the Original Agreement is hereby amended to refer instead to “, Canadian Prime Rate Loans and Eurocurrency Rate Loans denominated in Canadian Dollars”.

§ 2.4. Capital Requirements. The reference to “capital requirements” in the first sentence of Section 3.04(b) of the Original Agreement is hereby amended to refer instead to “capital or liquidity requirements”.

§ 2.5. Use of Proceeds. Section 6.11 of the Original Agreement is hereby amended by adding the following at the end thereof:

and other general corporate purposes not in violation of any Law applicable to it and not resulting in a Default or Event of Default.

§ 2.6. Commitments. Schedule 2.01 to the Original Agreement is hereby amended in its entirety to read as set forth on Schedule 2.01 attached hereto. Each Lender that did not have a Commitment prior to its execution of this Amendment is hereby added to the Credit Agreement as a Lender with a Commitment as provided above.

§ 2.7. Prior Appointment of Wells Fargo Bank, National Association as an L/C Issuer. Each Borrower hereby acknowledges and agrees that the prior appointment of Wells Fargo Bank National Association (“Wells Fargo”) as an L/C Issuer, and the consent of Wells Fargo to such appointment as an L/C Issuer under the Credit Agreement, is limited to the issuance by Wells Fargo of Letters of Credit at any time outstanding in an aggregate outstanding amount not to exceed $25,000,000.

§ 2.8. Ratable Committed Loans. In connection herewith, on the Amendment Effective Date, the Company, Administrative Agent and Lenders shall make adjustments to the outstanding principal amount of Committed Loans (but not any interest accrued thereon prior to the Amendment Effective Date), including the borrowing of additional Committed Loans and/or repayment of outstanding Committed Loans, plus all applicable accrued interest, fees and expenses, as shall be necessary to provide for Committed Loans hereunder by each Lender in the amount of its Applicable Percentage of all Committed Loans as of the Amendment Effective Date, but in no event shall such adjustment of any Eurocurrency Rate Loans (i) constitute a payment or prepayment of all or a portion of any such Eurocurrency Rate Loans or (ii) entitle any Lender to any reimbursement under Section 3.05 of the Credit Agreement, and each Lender shall be deemed to have made an assignment of its outstanding Committed Loans under the Credit Agreement, and assumed outstanding Committed Loans of other Lenders under the Credit Agreement, as may be necessary to effect the foregoing.

§ 3.1. 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 and each Borrower;

(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;

(iv) 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;

(v) favorable opinions of (A) Richard McGee, Esq., General Counsel of the Company and PAA, (B) Fulbright & Jaworski L.L.P., special Texas and New York counsel to each Borrower and PAA, and (C) Patterson Adams, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;

(vi) (A) 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, 2012 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (D) the current PAA Debt Rating; and

(viii) 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, 2012 through and including the Amendment Effective Date 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 disputes

pending or, to the knowledge of the 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 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.

§ 4.1. Representations and Warranties of the Company. In order to induce Administrative Agent, L/C Issuers and Lenders to enter into this Amendment, the Company represents and warrants to Administrative Agent, L/C Issuers and each Lender that:

(a) The representations and warranties of (i) the Company (and PMCULC, solely as to itself) contained in Article V of the Credit Agreement and (ii) each Loan Party in any other Loan Document are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement.

§ 5.1. Ratification of Agreements. The Original Agreement, as hereby amended, is hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or affected by this Amendment, are hereby ratified and confirmed in all respects by each Borrower and PAA. Any reference to the Original Agreement in any Loan Document shall be deemed to refer to the Credit Agreement. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Administrative Agent, any L/C Issuer or any Lender under the Credit Agreement or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement or any other Loan Document.

§ 5.2. Ratification of PAA Guaranty and Collateral Documents. PAA, by its signature hereto, represents and warrants that PAA has no defense to the enforcement of the PAA Guaranty, and that according to its terms the PAA Guaranty will continue in full force and effect to guaranty each Borrower’s Obligations and the other amounts described in the PAA Guaranty following execution of this Amendment. Each Borrower, Administrative Agent, L/C Issuers and Lenders each acknowledges and agrees that any and all Obligations of such Borrower are secured indebtedness under, and are secured by, each and every Collateral Document with respect to the Collateral pledged thereunder by such Borrower. The Company hereby re-pledges, re-grants and re-assigns a security interest in and lien on every asset of such Borrower described as Collateral in any Collateral Document.

§ 5.3. Loan Documents. This Amendment is a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply hereto.

§ 5.4. GOVERNING LAW. THIS AMENDMENT THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

§ 5.5. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment.

§ 5.6. ENTIRE AGREEMENT. THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.


DNB BANK ASA, GRAND CAYMAN BRANCH,
Lender

By:		/s/ Cathleen Buckley
		Name: Cathleen Buckley
		Title: Senior Vice President

By:		/s/ Kristie Li
		Name: Kristie Li
		Title: First Vice President

JPMORGAN CHASE BANK, N.A., Lender

By:		/s/ Kenneth J. Fatur
		Name: Kenneth J. Fatur
		Title: Managing Director

MIZUHO BANK, LTD., Lender

By:		/s/ Leon Mo
		Name: Leon Mo
		Title: Authorized Signatory

WELLS FARGO BANK, NATIONAL
ASSOCIATION, Lender and an L/C Issuer

By:		/s/ Jeff Cobb
		Name: Jeff Cobb
		Title: Vice President

BANK OF MONTREAL, Lender

By:		/s/ Gumaro Tijerina
		Name: Gumaro Tijerina
		Title: Director


BARCLAYS BANK PLC, Lender

By:		/s/ Sreedhar R. Kona
		Name: Sreedhar R. Kona
		Title: Vice President

CANADIAN IMPERIAL BANK OF
COMMERCE, NEW YORK AGENCY, Lender

By:		/s/ Trudy Nelson
		Name: Trudy Nelson
		Title: Managing Director

By:		/s/ Richard Antl
		Name: Richard Antl
		Title: Director

COMPASS BANK, Lender

By:		/s/ Ian Payne
		Name: Ian Payne
		Title: Vice President

MORGAN STANLEY BANK, N.A., Lender

By:		/s/ Kelly Chin
		Name: Kelly Chin
		Title: Authorized Signatory

ROYAL BANK OF CANADA, Lender

By:		/s/ Don J. McKinnerney
		Name: Don J. McKinnerney
		Title: Authorized Signatory


SUMITOMO MITSUI BANKING CORPORATION, Lender

By:		/s/ James D. Weinstein
		Name: James D. Weinstein
		Title: Managing Director

SUNTRUST BANK, Lender

By:		/s/ Andrew Johnson
		Name: Andrew Johnson
		Title: Director

THE BANK OF NOVA SCOTIA, Lender

By:		/s/ Mark Sparrow
		Name: Mark Sparrow
		Title: Director

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. Lender

By:		/s/ Mark Oberreuter
		Name: Mark Oberreuter
		Title: Vice President

UBS LOAN FINANCE LLC, Lender

By:		/s/ Lana Gifas
		Name: Lana Gifas
		Title: Director

By:		/s/ Joselin Fernandes
		Name: Joselin Fernandes
		Title: Associate Director


DEUTSCHE BANK AG NEW YORK BRANCH, Lender

By:		/s/ Ming K. Chu
		Name: Ming K. Chu
		Title: Vice President

By:		/s/ Virginia Cosenza
		Name: Virginia Cosenza
		Title: Vice President

FIFTH THIRD BANK, Lender

By:		/s/ Byron L. Cooley
		Name: Byron L. Cooley
		Title: Executive Director

ING CAPITAL LLC, Lender

By:		/s/ Cheryl LaBelle
		Name: Cheryl LaBelle
		Title: Managing Director

PNC BANK, NATIONAL ASSOCIATION, Lender

By:		/s/ Brett R. Schweikle
		Name: Brett R. Schweikle
		Title: Senior Vice President

REGIONS BANK, Lender

By:		/s/ David Valentine
		Name: David Valentine
		Title: Vice President


U.S. BANK NATIONAL ASSOCIATION, Lender

By:		/s/ Justin M. Alexander
		Name: Justin M. Alexander
		Title: Senior Vice President

By:		/s/ Joseph Rauhala
		Name: Joseph Rauhala
		Title: Principal Officer


Pricing Level	PAA Debt Ratings S&P/Moody’s	Commitment Fee			Eurocurrency Rate Loans, Letters of Credit and Canadian BA’s			Base Rate Loans and Canadian Prime Rate Loans
1	A- / A3 or higher		0.080	%		0.750	%		0.000	%
2	BBB+ / Baa1		0.100	%		0.875	%		0.000	%
3	BBB / Baa2		0.125	%		1.000	%		0.000	%
4	BBB- / Baa3		0.150	%		1.125	%		0.125	%
5	BB+ / Ba1 or lower		0.200	%		1.250	%		0.250	%


BORROWERS:	PLAINS MARKETING, L.P.,
	as the Company and a Borrower

	By:	PLAINS GP LLC,
		its general partner

	By:	/s/ Charles Kingswell-Smith
		Charles Kingswell-Smith
		Vice President and Treasurer

	PLAINS MIDSTREAM CANADA ULC,
	as PMCULC and a Borrower

	By:	/s/ Charles Kingswell-Smith
		Charles Kingswell-Smith
		Vice President and Treasurer

PAA:	PLAINS ALL AMERICAN PIPELINE, L.P.

	By:	PAA GP LLC, its general partner

	By:	PLAINS AAP, L.P., its sole member

	By:	PLAINS ALL AMERICAN GP LLC,
		its general partner

	By:	/s/ Charles Kingswell-Smith
		Charles Kingswell-Smith
		Vice President and Treasurer


LENDER PARTIES:	BANK OF AMERICA, N.A.,
	Administrative Agent

	By:	/s/ Angelo M. Martorana
		Name: Angelo M. Martorana
		Title: Assistant Vice President

	BANK OF AMERICA, N.A., a Lender, Swing Line Lender and an L/C Issuer

	By:	/s/ Adam H. Fey
		Name: Adam H. Fey
		Title: Director

	CITIBANK, N.A., Lender

	By:	/s/ John Miller
		Name: John Miller
		Title: Vice-President

	SOCIÉTÉ GÉNÉRALE, Lender

	By:	/s/ Emmanuel Chesneau
		Name: Emmanuel Chesneau
		Title: Managing Director

	BNP PARIBAS, Lender

	By:	/s/ Joe Onischuk
		Name: Joe Onischuk
		Title: Managing Director

	By:	/s/ David Reynolds
		Name: David Reynolds
		Title: VP


Lender	Commitment		Applicable Percentage*
Bank of America, N.A.	$	66,250,000.00		4.7321428571	%
Citibank, N.A.	$	66,250,000.00		4.7321428571	%
Société Générale	$	66,250,000.00		4.7321428571	%
BNP Paribas	$	66,250,000.00		4.7321428571	%
DNB Bank ASA, Grand Cayman Branch	$	66,250,000.00		4.7321428571	%
JPMorgan Chase Bank, N.A.	$	66,250,000.00		4.7321428571	%
Mizuho Bank, Ltd.	$	66,250,000.00		4.7321428571	%
Wells Fargo Bank, National Association	$	66,250,000.00		4.7321428571	%
Bank of Montreal	$	60,000,000.00		4.2857142857	%
Barclays Bank PLC	$	60,000,000.00		4.2857142857	%
Canadian Imperial Bank of Commerce, New York Agency	$	60,000,000.00		4.2857142857	%
Compass Bank	$	60,000,000.00		4.2857142857	%
Morgan Stanley Bank, N.A.	$	60,000,000.00		4.2857142857	%
Royal Bank of Canada	$	60,000,000.00		4.2857142857	%
Sumitomo Mitsui Banking Corporation	$	60,000,000.00		4.2857142857	%
SunTrust Bank	$	60,000,000.00		4.2857142857	%
The Bank of Nova Scotia	$	60,000,000.00		4.2857142857	%
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	60,000,000.00		4.2857142857	%
UBS Loan Finance LLC	$	60,000,000.00		4.2857142857	%
Deutsche Bank AG New York Branch	$	35,000,000.00		2.5000000000	%
Fifth Third Bank	$	35,000,000.00		2.5000000000	%
ING Capital LLC	$	35,000,000.00		2.5000000000	%
PNC Bank, National Association	$	35,000,000.00		2.5000000000	%
Regions Bank	$	35,000,000.00		2.5000000000	%
U.S. Bank National Association	$	35,000,000.00		2.5000000000	%
TOTAL	$	1,400,000,000.00		100.0000000000	%


		S-1		PMLP 2^nd Amendment


		S-2		PMLP 2^nd Amendment


		S-3		PMLP 2^nd Amendment


		S-4		PMLP 2^nd Amendment