Material Agreement (Form 8-K)

Item 1.01            Entry into a Material Definitive Agreement.

Senior Unsecured Revolving Credit Facility

On June 12, 2026, Plains All American Pipeline, L.P. ("PAA"), a subsidiary of Plains GP Holdings, L.P. (the "Registrant"), entered into an unsecured Credit Agreement (the "Revolving Credit Agreement"), among PAA, Plains Marketing, L.P., a Texas limited partnership ("PMLP"), and Plains Canada Liquid Pipelines ULC, a British Columbia unlimited liability company ("PCLP"), as Borrowers; certain subsidiaries of PAA from time to time party thereto, as Designated Borrowers; Bank of America, N.A., as Administrative Agent and Swing Line Lender; Bank of America, N.A., PNC Bank, National Association and Wells Fargo Bank, National Association, as L/C Issuers; and the other Lenders party thereto (terms used but not defined in this description of the Revolving Credit Agreement have the meanings assigned to them in the Revolving Credit Agreement).

The Revolving Credit Agreement replaces (a) PAA's Credit Agreement dated as of August 20, 2021, as amended to date, among PAA and PCLP, as Borrowers; certain subsidiaries of PAA from time to time party thereto, as designated borrowers; Bank of America, N.A., as Administrative Agent and Swing Line Lender; Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as L/C Issuers; and the other Lenders party thereto (as amended, the "Existing Revolving Credit Agreement") and (b) PMLP's Fourth Amended and Restated Credit Agreement dated as of August 20, 2021, as amended to date, among PMLP and PCLP, as Borrowers; PAA, as guarantor; Bank of America, N.A., as Administrative Agent and Swing Line Lender; Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as L/C Issuers; and the other Lenders party thereto (as amended, the "Hedged Inventory Facility").

The committed borrowing capacity under the Revolving Credit Agreement is $2.7 billion, up to $800 million of which is available for the issuance of letters of credit and up to $225 million of which is available for swing line loans. The committed amount may be increased at the option of PAA to $4.0 billion, subject to, among other terms and conditions, obtaining additional or increased lender commitments. Further, the Revolving Credit Agreement permits each Canadian subsidiary of PAA that is then designated as a Designated Borrower to obtain advances in Canadian or U.S. dollars and Letters of Credit, up to an aggregate outstanding principal amount of the U.S. dollar equivalent of $1.0 billion. Payment Obligations of each Designated Borrower are guaranteed by PAA. The Revolving Credit Agreement has a scheduled maturity date of June 12, 2031 and provides for one or more one-year extensions subject to applicable lender approval and other terms and conditions set forth in the Revolving Credit Agreement.

Borrowings under the Revolving Credit Agreement accrue interest based, at the applicable Borrower's election, on either Term SOFR, the Base Rate, the Canadian Term Rate or the Canadian Prime Rate, in each case, plus an applicable margin. Fees on issued Letters of Credit accrue at the applicable margin for Term SOFR Loans and Canadian Term Rate Loans, and a commitment fee accrues at an applicable margin. The applicable margin used in connection with interest rates and fees is based on PAA's credit rating at the applicable time.

The Revolving Credit Agreement contains representations and warranties and events of default that are customary for investment grade, senior unsecured commercial bank credit agreements. In addition, the Revolving Credit Agreement contains various covenants limiting PAA's or certain of its subsidiaries' ability to, among other things:

In addition, the Revolving Credit Agreement prohibits the declaration or making of distributions on, or purchases or redemptions of, PAA's equity interests if any Default or Event of Default has occurred and is continuing or, immediately after giving effect thereto, would result therefrom.

The financial covenant in the Revolving Credit Agreement, tested on a quarterly basis, limits Consolidated Funded Indebtedness to adjusted Consolidated EBITDA to no greater than 5.00 to 1.00, which increases to 5.50 to 1.00 during an Acquisition Period.

A default under the Revolving Credit Agreement would permit the Lenders to terminate their commitments and to accelerate the maturity of the outstanding debt.

The above description of the Revolving Credit Agreement is qualified in its entirety by the terms of the Revolving Credit Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.