EXHIBIT
4.4


 




 





PLAINS ALL AMERICAN
PIPELINE, L.P.

PAA FINANCE CORP.

as Issuers


 


and


 


THE SUBSIDIARY GUARANTORS
NAMED HEREIN

as Guarantors


 


 


$250,000,000



SERIES A AND SERIES B



55/8% SENIOR NOTES DUE 2013


 


SECOND



SUPPLEMENTAL



INDENTURE


 












 


Dated as of December 10,
2003


 












 


WACHOVIA BANK, NATIONAL
ASSOCIATION

as Trustee




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE
  I

  	
   

  
	
  Section 1.01.

  	
  Establishment

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II DEFINITIONS AND INCORPORATION BY REFERENCE

  	
   

  
	
  Section 2.01.

  	
  Definitions

  	
   

  
	
  Section 1.02.

  	
  Other Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III THE NOTES

  	
   

  
	
  Section 3.01.

  	
  Form

  	
   

  
	
  Section 3.02.

  	
  Issuance of Additional Notes

  	
   

  
	
  Section 3.03.

  	
  Transfer of Transfer Restricted Securities

  	
   

  
	
  Section 3.04.

  	
  Restrictive Legends

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV REDEMPTION AND PREPAYMENT

  	
   

  
	
  Section 4.01.

  	
  Optional Redemption

  	
   

  
	
  Section 4.02.

  	
  Mandatory Redemption

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V COVENANTS

  	
   

  
	
  Section 5.01.

  	
  Compliance Certificate

  	
   

  
	
  Section 5.02.

  	
  Limitations on Liens

  	
   

  
	
  Section 5.03.

  	
  Restriction of Sale-Leaseback Transaction

  	
   

  
	
  Section 5.04.

  	
  SEC Reports; Financial Statements

  	
   

  
	
  Section 5.05.

  	
  Additional Subsidiary Guarantees

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI SUCCESSORS

  	
   

  
	
  Section 6.01.

  	
  Consolidation and Mergers of the Issuers

  	
   

  
	
  Section 6.02.

  	
  Rights and Duties of Successor

  	
   

  
	
  Section 6.03.

  	
  Supplemental Indenture

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII DEFAULTS AND REMEDIES

  	
   

  
	
  Section 7.01.

  	
  Events of Default

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII LEGAL DEFEASANCE AND COVENANT
  DEFEASANCE

  	
   

  
	
  Section 8.01.

  	
  Option to Effect Legal Defeasance or
  Covenant Defeasance

  	
   

  
	
  Section 8.02.

  	
  Legal Defeasance and Discharge

  	
   

  
	
  Section 8.03.

  	
  Covenant Defeasance

  	
   

  
	
  Section 8.04.

  	
  Conditions to Legal or Covenant Defeasance

  	
   

  
	
  Section 8.05.

  	
  Deposited Money and U.S. Government
  Obligations to be Held in Trust; Other Miscellaneous Provisions

  	
   

  
	
  Section 8.06.

  	
  Repayment to Issuers

  	
   

  
	
  Section 8.07.

  	
  Reinstatement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX SUBSIDIARY GUARANTEES

  	
   

  
	
  Section 9.01.

  	
  Subsidiary Guarantees

  	
   

  



 


i

















 


	
  Section
  9.02.

  	
  Limitation on Liability

  	
   

  
	
  Section
  9.03.

  	
  Successors
  and Assigns

  	
   

  
	
  Section
  9.04.

  	
  No
  Waiver

  	
   

  
	
  Section
  9.05.

  	
  Modification

  	
   

  
	
  Section
  9.06.

  	
  Execution
  of Supplemental Indenture for Future Subsidiary Guarantors

  	
   

  
	
  Section
  9.07.

  	
  Release
  of Guarantee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X MISCELLANEOUS

  	
   

  
	
  Section
  10.01.

  	
  Additional
  Amendments

  	
   

  
	
  Section
  10.02.

  	
  Integral
  Part

  	
   

  
	
  Section
  10.03.

  	
  Adoption,
  Ratification and Confirmation

  	
   

  
	
  Section
  10.04.

  	
  Counterparts

  	
   

  
	
  Section
  10.05.

  	
  Governing
  Law

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A:

  	
  Form of Note

  
	
  EXHIBIT B:

  	
  Form of Supplemental Indenture

  
	
  EXHIBIT C:

  	
  Certificate to be Delivered Upon Exchange or
  Registration of Transfer of Securities Pursuant to Rule 144A or Rule 501

  
	
  EXHIBIT D:

  	
  Transferee Letter of Representations

  
	
  EXHIBIT E:

  	
  Certificate to be Delivered Upon Exchange or
  Registration of Transfer of Securities Pursuant to Regulation S

  



 


ii

















 


SECOND SUPPLEMENTAL INDENTURE dated as of December 10,
2003 (this “Supplemental Indenture”) among PLAINS ALL AMERICAN PIPELINE, L.P.,
a Delaware limited partnership (the “Partnership”), PAA FINANCE CORP., a wholly
owned subsidiary of the Partnership and a Delaware corporation (“PAA Finance”
and, together with the Partnership, the “Issuers”), and the subsidiary
guarantors signatory hereto (the “Subsidiary Guarantors”), and WACHOVIA BANK,
NATIONAL ASSOCIATION, as trustee (the “Trustee”).


 


W I T N E S S E T H:


 


WHEREAS, the Issuers have heretofore entered into an
Indenture, dated as of September 25, 2002 (the “Original Indenture”), with
Wachovia Bank, National Association, as trustee;


 


WHEREAS, the Original Indenture, as supplemented by
this Supplemental Indenture, is herein called the “Indenture”;


 


WHEREAS, under the Original Indenture, a new series of
Debt Securities may at any time be established by the Boards of Directors of
the Managing General Partner and PAA Finance in accordance with the provisions
of the Original Indenture and the form and terms of such series may be
established by a supplemental Indenture executed by the Issuers and the
Trustee;


 


WHEREAS, also under the Original Indenture, guarantors
with respect to a series of Debt Securities may be added as parties to the Indenture
by a supplemental Indenture executed by themselves, the Issuer and the Trustee;


 


WHEREAS, the Issuers propose to create under the
Indenture a new series of Debt Securities, such series to be guaranteed by the
Subsidiary Guarantors;


 


WHEREAS, additional Debt Securities of other series
hereafter established, except as may be limited in the Original Indenture as at
the time supplemented and modified, may be issued from time to time pursuant to
the Original Indenture as at the time supplemented and modified; and


 


WHEREAS, all conditions necessary to authorize the
execution and delivery of this Supplemental Indenture and to make it a valid
and binding obligation of the Issuers and the Subsidiary Guarantors have been
done or performed.


 


NOW, THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:


 


ARTICLE I


 


Section 1.01.               Establishment.  (a) There is hereby established a new
series of Debt Securities to be issued under the Indenture, to be designated as
the Issuers’ 55/8% Senior Notes due 2013
(the “Notes”).  As provided in Article
II hereof, the Notes shall be issued as either Series A Notes or Series B
Notes, and any Notes may have such additional designation.


 

















 


(b)                                 There
are to be authenticated and delivered $250,000,000 principal amount of
Series A Notes on the Issue Date, and from time to time thereafter there
may be authenticated and delivered an unlimited principal amount of Additional
Notes.  Further, from time to time after
the Issue Date, Series B Notes may be authenticated and delivered in a
principal amount equal to the principal amount of the Series A Notes exchanged
therefor pursuant to an Exchange Offer.


 


(c)                                  The
Notes shall be issued initially in the form of one or more Global Securities in
substantially the form set out in Exhibit A hereto.  The Depositary with respect to the Notes
shall be The Depository Trust Company.


 


(d)                                 Each
Note shall be dated the date of authentication thereof and shall bear interest
from the date of original issuance thereof or from the most recent date to
which interest has been paid or duly provided for.


 


(e)                                  If
and to the extent that the provisions of the Original Indenture are duplicative
of, or in contradiction with, the provisions of this Supplemental Indenture,
the provisions of this Supplemental Indenture shall govern.


 


ARTICLE II

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 2.01.               Definitions.  All capitalized terms used herein and not
otherwise defined below shall have the meanings ascribed thereto in the
Original Indenture.  The following are
additional definitions used in this Supplemental Indenture:


 


“Additional Interest” means all additional interest
owing on the Notes pursuant to a registration default under an Exchange and
Registration Rights Agreement.


 


“Affiliate”  of any specified Person means any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For purposes of this
definition, “control,” as used with respect to any Person, shall mean the
possession directly or indirectly of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of
voting securities, by agreement or otherwise; and the terms “controlling,”
“controlled by” and “under common control with” shall have correlative
meanings.


 


“Attributable Indebtedness,” when used with respect to
any Sale-leaseback Transaction, means, as at the time of determination, the
present value (discounted at the rate set forth or implicit in the terms of the
lease included in such transaction) of the total obligations of the lessee for
rental payments (other than amounts required to be paid on account of property
taxes, maintenance, repairs, insurance, assessments, utilities, operating and
labor costs and other items that do not constitute payments for property
rights) during the remaining term of the lease included in such Sale-leaseback
Transaction (including any period for which such lease has been extended).  In the case of any lease that is
terminable by the lessee upon the payment of a penalty or other termination
payment, such amount shall be the lesser of the amount determined assuming
termination upon the first date such lease may be terminated (in which case the
amount shall also 


 


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include the amount
of the penalty or termination payment, but no rent shall be considered as
required to be paid under such lease subsequent to the first date upon which it
may be so terminated) or the amount determined assuming no such termination.


 


“Capital Interests” means any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, including, without limitation, with respect to partnerships,
partnership interests (whether general or limited) and any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, such Person.


 


“Consolidated Net Tangible Assets” means, at any date
of determination, the total amount of assets after deducting therefrom: (1) all
current liabilities (excluding (a) any current liabilities that by their terms
are extendible or renewable at the option of the obligor thereon to a time more
than 12 months after the time as of which the amount thereof is being computed;
and (b) current maturities of long-term debt); and (2) the amount, net of any
applicable reserves, of all goodwill, trade names, trademarks, patents and
other like intangible assets, all as set forth on the consolidated balance
sheet of the Partnership for its most recently completed fiscal quarter,
prepared in accordance with GAAP.


 


“Debt” means any obligation
created or assumed by any Person for the repayment of money borrowed, any
purchase money obligation created or assumed by such Person, and any guarantee
of the foregoing.


 


“Exchange and Registration Rights Agreement” means
(a) the Registration Rights Agreement among the Partnership, PAA Finance,
the Subsidiary Guarantors and the Initial Purchasers dated the Issue Date
relating to the Series A Notes issued on such date and (b) any similar
agreement that the Issuers may enter into in relation to any other Series A
Notes, in each case as such agreement may be amended or modified from time to
time.


 


“Exchange Offer” means the offer by the Issuers to the
Holders of all outstanding Transfer Restricted Securities to exchange all such
outstanding Transfer Restricted Securities held by such Holders for Series B
Notes, in an aggregate principal amount equal to the aggregate principal amount
of the Transfer Restricted Securities tendered in such exchange offer by such
Holders.


 


“Funded Debt” means all Debt maturing one year or more
from the date of the creation thereof, all Debt directly or indirectly
renewable or extendible, at the option of the debtor, by its terms or by the
terms of any instrument or agreement relating thereto, to a date one year or
more from the date of the creation thereof, and all Debt under a revolving
credit or similar agreement obligating the lender or lenders to extend credit
over a period of one year or more.


 


“Guarantee” means a guarantee of the Notes given by a
Subsidiary Guarantor pursuant to the Indenture, including all obligations under
Article IX hereof.


 


“guarantee”  means a guarantee (other than by
endorsement of negotiable instruments for collection in the ordinary course of
business), direct or indirect, in any manner (including, without limitation, by
way of a pledge of assets, or through letters of credit or reimbursement,
“claw-back,”


 


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“make-well,” or
“keep-well” agreements in respect thereof), of all or any part of the payment
of any Debt.  The term “guarantee” used
as a verb has a corresponding meaning.


 


“Initial Purchasers” means UBS Securities LLC and the
other initial purchasers party to the initial Exchange and Registration Rights
Agreement.


 


“Issue Date” means, with respect to the Notes, the
date on which the Notes are initially issued.


 


“Notes” has the meaning assigned to it in
Section 1.01(a) hereof, and includes both the Series A Notes and the
Series B Notes.


 


“Obligations”  means any principal, interest, liquidated
damages, penalties, fees, indemnifications, reimbursement obligations, damages
and other liabilities payable under the documentation governing any Debt.


 


“Pari Passu Debt” means any Funded Debt of either of
the Issuers, whether outstanding on the Issue Date of thereafter created,
incurred or assumed, unless, in the case of any particular Funded Debt, the
instrument creating or evidencing the same or pursuant to which the same is
outstanding expressly provides that such Funded Debt shall be subordinated in
right of payment to the Notes.


 


“Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership of
Plains All American Pipeline, L.P., amended and restated effective as of
June 27, 2001, as such may be amended, modified or supplemented from time
to time.


 


“Permitted Liens”  means:


 


(1)                                  Liens
upon rights-of-way for pipeline purposes;


 


(2)                                  any
statutory or governmental Lien or Lien arising by operation of law, or any
mechanics’, repairmen’s, materialmen’s, suppliers’, carriers’, landlords’,
warehousemen’s or similar Lien incurred in the ordinary course of business
which is not yet due or which is being contested in good faith by appropriate
proceedings and any undetermined Lien which is incidental to construction,
development, improvement or repair;


 


(3)                                  the
right reserved to, or vested in, any municipality or public authority by the
terms of any right, power, franchise, grant, license, permit or by any
provision of law, to purchase or recapture or to designate a purchaser of, any
property;


 


(4)                                  Liens
of taxes and assessments which are (A) for the then current year, (B) not at
the time delinquent, or (C) delinquent but the validity of which is being
contested at the time by an Issuer or any Restricted Subsidiary in good faith;


 


(5)                                  Liens
of, or to secure performance of, leases, other than capital leases;


 


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(6)                                  any
Lien upon, or deposits of, any assets in favor of any surety company or clerk
of court for the purpose of obtaining indemnity or stay of judicial
proceedings;


 


(7)                                  any
Lien upon property or assets acquired or sold by an Issuer or any Restricted
Subsidiary resulting from the exercise of any rights arising out of defaults on
receivables;


 


(8)                                  any
Lien incurred in the ordinary course of business in connection with worker’s
compensation, unemployment insurance, temporary disability, social security,
retiree health or similar laws or regulations or to secure obligations imposed
by statute or governmental regulations;


 


(9)                                  any
Lien in favor of an Issuer or any Restricted Subsidiary;


 


(10)                            any
Lien in favor of the United States of America or any state thereof, or any
department, agency or instrumentality or political subdivision of the United
States of America or any state thereof, to secure partial, progress, advance,
or other payments pursuant to any contract or statute, or any Debt incurred by
an Issuer or any Restricted Subsidiary for the purpose of financing all or any
part of the purchase price of, or the cost of constructing, developing,
repairing or improving, the property or assets subject to such Lien;


 


(11)                            any
Lien securing industrial development, pollution control or similar revenue
bonds;


 


(12)                            any
Lien securing Debt of an Issuer or any Restricted Subsidiary, all or a portion
of the net proceeds of which are used, substantially concurrently with the
funding thereof (and for purposes of determining such “substantial
concurrence,” taking into consideration, among other things, required notices
to be given to Holders of Outstanding Debt Securities (including the Notes) in
connection with such refunding, refinancing or repurchase, and the required
corresponding durations thereof), to refinance, refund or repurchase all Outstanding
Debt Securities (including the Notes), including the amount of all accrued
interest thereon and reasonable fees and expenses and premium, if any, incurred
by the Issuers or any Restricted Subsidiary in connection therewith;


 


(13)                            Liens
in favor of any Person to secure obligations under the provisions of any
letters of credit, bank guarantees, bonds or surety obligations required or
requested by any governmental authority in connection with any contract or
statute;


 


(14)                            any
Lien upon or deposits of any assets to secure performance of bids, trade
contracts, leases or statutory obligations;


 


(15)                            any
Lien or privilege vested in any grantor, lessor or licensor or permittor for
rent or other charges due or for any other obligations or acts to be performed,
the payment of which rent or other charges or performance of which other
obligations or acts is required under leases, easements, rights-of-way,
licenses, franchises, privileges, grants or permits, so long as payment of such
rent or the performance of such other obligations or acts is not


 


E-5

















 


delinquent or the
requirement for such payment or performance is being contested in good faith by
appropriate proceedings;


 


(16)                            easements,
exceptions or reservations in any property of the Partnership or any of the
Restricted Subsidiaries granted or reserved for the purpose of pipelines,
roads, the removal of oil, gas, coal or other minerals, and other like purposes
for the joint or common use of real property, facilities and equipment, which
are incidental to, and do not materially interfere with, the ordinary conduct
of its business or the business of the Partnership and its Subsidiaries, taken
as a whole;


 


(17)                            Liens
arising under operating agreements, joint venture agreements, partnership
agreements, oil and gas leases, farmout agreements, division orders, contracts
for sale, transportation or exchange of oil and natural gas, unitization and
pooling declarations and agreements, area of mutual interest agreements and
other agreements arising in the ordinary course of the Partnership’s or any
Restricted Subsidiary’s business that are customary in the business of
marketing, transportation and terminalling of crude oil and/or marketing of
liquefied petroleum gas; or


 


(18)                            any
obligations or duties to any municipality or public authority with respect to
any lease, easement, right-of-way, license, franchise, privilege, permit or
grant.


 


“Principal Property” means, whether owned or leased on
the Issue Date or thereafter acquired: (1) any of the pipeline assets of the
Partnership or the pipeline assets of any Subsidiary of the Partnership,
including any related facilities employed in the transportation, distribution,
terminalling, gathering, treating, processing, marketing or storage of crude
oil or refined petroleum products, natural gas, natural gas liquids, fuel
additives or petrochemicals, and (2) any processing or manufacturing plant or
terminal owned or leased by the Partnership or any Subsidiary of the
Partnership; except, in the case of either clause (1) or (2), (a) any such
assets consisting of inventories, furniture, office fixtures and equipment,
including data processing equipment, vehicles and equipment used on, or useful
with, vehicles, and (b) any such assets, plant or terminal which, in the good
faith opinion of the Board of Directors, is not material in relation to the
activities of the Partnership or the activities of the Partnership and its
Subsidiaries, taken as a whole.


 


“Restricted Subsidiary” means any Subsidiary of the Partnership owning or leasing, directly or
indirectly through ownership in another Subsidiary, and Principal Property.


 


“Sale-leaseback Transaction”  means the sale or transfer
by an Issuer or any Subsidiary of the Partnership of any Principal Property to
a Person (other than an Issuer or a Subsidiary of the Partnership) and the
taking back by an Issuer or any Subsidiary of the Partnership, as the case may
be, of a lease of such Principal Property.


 


“Securities” shall have the meaning assigned to such
term in the Exchange and Registration Rights Agreement relating thereto.


 


“Series A Notes” means the Issuers’ 55/8%
Series A Senior Notes due 2013 to be issued pursuant to this Supplemental
Indenture.


 


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“Series B Notes” means the Issuers’ 55/8%
Series B Notes due 2013 to be issued pursuant to an Exchange Offer.


 


“Subsidiary”  means, with respect to any Person: (1)
any other Person of which more than 50% of the total voting power of shares or
other Capital Interests entitled, without regard to the occurrence of any
contingency, to vote in the election of directors, managers or trustees
(or equivalent persons) thereof is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of such Person or a combination thereof; or (2) in the case of a partnership,
more than 50% of the partners’ Capital Interests, considering all partners’
Capital Interests as a single class, is at the time owned or controlled,
directly or indirectly, by such Person or one or more of the other Subsidiaries
of such Person or a combination thereof.


 


“Subsidiary Guarantors” means each of:


 


(1)                                  the
Subsidiaries of the Partnership named as the “Subsidiary Guarantors” on the signature
pages of this Supplemental Indenture;


 


(2)                                  any other Subsidiary that executes a supplemental
Indenture to provide a Guarantee in accordance with the provisions of the
Indenture; and


 


(3)                                  their
respective successors and assigns.


 


Notwithstanding anything in the Indenture to the contrary, neither PAA
Finance nor 3794865 Canada Ltd. shall be a Subsidiary Guarantor.


 


“Transfer Restricted Securities” means any Notes
outstanding prior to the Resale Restriction Termination Date with respect to
such Notes and which must bear the legend required under Section 3.04 hereof.


 


Section 2.02.               Other
Definitions.


 


	
  Term

  	
   

  	
  Defined in

  Section

  
	
   

  	
   

  	
   

  
	
  “Additional Notes”

  	
   

  	
  3.02

  
	
  “Covenant Defeasance”

  	
   

  	
  8.03

  
	
  “Event of Default”

  	
   

  	
  7.01

  
	
  “IAIs”

  	
   

  	
  3.01

  
	
  “Legal Defeasance”

  	
   

  	
  8.02

  
	
  “Note Obligations”

  	
   

  	
  9.01

  
	
  “Payment Default

  	
   

  	
  7.01

  
	
  “QIBs”

  	
   

  	
  3.01

  
	
  “Regulation S”

  	
   

  	
  3.01

  
	
  “Required Filing Dates”

  	
   

  	
  5.04

  
	
  “Resale Restriction Termination Date”

  	
   

  	
  3.04

  
	
  “Rule 144A”

  	
   

  	
  3.01

  
	
  “Successor Company”

  	
   

  	
  6.01

  
	
  “U.S. Persons”

  	
   

  	
  3.01

  



 


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ARTICLE III

THE NOTES


 


Section 3.01.               Form.  The Notes shall be issued initially in the
form of one or more Global Securities as Series A Notes, and the Series A Notes
and Trustee’s certificate of authentication shall be substantially in the form
of Exhibit A hereto, the terms of which are incorporated in and made a part of
this Supplemental Indenture, and the Issuers and the Trustee, by their
execution and delivery of this Supplemental Indenture, expressly agree to such
terms and provisions and to be bound thereby. 
The Series A Notes constituting Transfer Restricted Securities will be
resold initially only to (a) Qualified Institutional Buyers (as such term is
defined in Section 144A of the Securities Act) (“QIBs”) in reliance on Rule
144A of the Securities Act (“Rule 144A”) and (b) Persons other than U.S.
Persons (as defined under Regulation S under the Securities Act (“Regulation
S”)) (“U.S. Persons”) in reliance on Regulation S.  Thereafter, the Series A Notes may be transferred to, among
others, QIBs, purchasers in reliance upon Regulation S and institutional
“accredited investors” (as defined in subparagraph (a)(1), (2), (3) or (7) of
Rule 501 of the Securities Act (“IAIs”)) in accordance with the procedures set
forth in Rule 501 of the Securities Act, provided that any Series A Notes
constituting Transfer Restricted Securities that are transferred to IAIs who
are not QIBs shall be issued only in definitive form.  Pursuant to the terms of an Exchange and Registration Rights
Agreement, upon consummation of the Exchange Offer contemplated thereby, the
Series A Notes constituting Transfer Restricted Securities will be exchanged by
the Holders for Series B Notes to be issued by the Issuers in accordance with
Section 3.03 hereof.  The Series B Notes
shall be issued initially in the form of one or more Global Securities, and the
Series B Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto.


 


Section 3.02.               Issuance
of Additional Notes.  The Issuers
may, from time to time, issue an unlimited amount of additional Series A Notes
(“Additional Notes”) under the Indenture, which shall be issued in the same
form as the Series A Notes issued on the Issue Date and which shall have
identical terms as the Series A Notes issued on the Issue Date other than with
respect to the issue date, issue price and date of first payment of
interest.  The Series A Notes
issued on the Issue Date shall be limited in aggregate principal amount to
$250,000,000.  The Series A Notes issued
on the Issue Date and any Additional Notes subsequently issued, together with
any Series B Notes issued in exchange therefor pursuant to an Exchange Offer,
shall be treated as a single series for all purposes under the Indenture, including
waivers, amendments, redemptions and offers to purchase.  If the Issuers issue additional
Series A Notes prior to the completion of an Exchange Offer, the period of
the resale restrictions applicable to any Series A Notes previously
offered and sold in reliance on Rule 144A will be automatically extended to the
last day of the period of any resale restrictions imposed on any such
additional Series A Notes.


 


Section 3.03.               Transfer
of Transfer Restricted Securities.


 


(a)                                  When
Notes are presented to the Registrar with the request to register the transfer
of such Notes or exchange such Notes for an equal principal amount of Notes of
other authorized denominations, the Registrar shall register the transfer or
make the exchange in


 


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accordance with
Article II of the Original Indenture. 
In addition, in the case of Series A Notes that are Transfer Restricted
Securities, such request to register the transfer or make the exchange shall be
accompanied by the following additional information and documents, as
applicable, upon which the Registrar may conclusively rely:


 


(1)                                  if
such Transfer Restricted Securities are being delivered to the Registrar by a
Holder for registration in the name of such Holder, without transfer, a
certification from such Holder to that effect in substantially the form of
Exhibit C hereto; or


 


(2)                                  if
such Transfer Restricted Securities are being transferred (i) to a QIB in
accordance with Rule 144A under the Securities Act or (ii) pursuant to an
exemption from registration in accordance with Rule 144 under the Securities
Act (and based upon an opinion of counsel if the Issuers or the Trustee so
requests) or (iii) pursuant to an effective registration statement under the
Securities Act, a certification to that effect from such Holder in
substantially the form of Exhibit C hereto; or


 


(3)                                  if
such Transfer Restricted Securities are being transferred to an IAI within the
meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act pursuant to
a private placement exemption from the registration requirements of the
Securities Act (and based upon an opinion of counsel if the Issuers or the
Trustee so requests), a certification to that effect from such Holder in
substantially the form of Exhibit C hereto and a certification from the
applicable transferee in substantially the form of Exhibit D hereto; or


 


(4)                                  if
such Transfer Restricted Securities are being transferred to Persons other than
U.S. Persons in reliance on Regulation S, a certification to that effect from
such Holder in substantially the form of Exhibit E hereto; or


 


(5)                                  if
such Transfer Restricted Securities are being transferred in reliance on
another exemption from the registration requirements of the Securities Act (and
based upon an opinion of counsel if the Issuers or the Trustee so requests), a
certification to that effect from such Holder in substantially the form of
Exhibit C hereto.


 


(b)                                 Upon
any sale or transfer of a Transfer Restricted Security (including any Transfer
Restricted Security represented by a Global Security) pursuant to Rule 144
under the Securities Act or an effective registration statement under the
Securities Act:


 


(1)                                  in
the case of any Transfer Restricted Security that is in the form of a
definitive Note, the Registrar shall permit the Holder thereof to exchange such
Transfer Restricted Security for a definitive Note that does not bear the
legend set forth in Section 3.04(a) below and rescind any restriction on the
transfer of such Transfer Restricted Security; and


 


(2)                                  in
the case of any Transfer Restricted Security represented by a Global Security,
such Transfer Restricted Security shall not be required to bear the legend set
forth in Section 3.04(a) below if all other interests in such Global Security
have been or are


 


E-9

















 


concurrently being sold
or transferred pursuant to Rule 144 under the Securities Act or pursuant to an
effective registration statement under the Securities Act.


 


Notwithstanding the foregoing, upon consummation of an Exchange Offer,
the Issuers shall issue and, upon receipt of an authentication order in
accordance with Section 2.05 of the Original Indenture, the Trustee shall
authenticate Series B Notes in exchange for Series A Notes accepted for
exchange in the Exchange Offer, which Series B Notes shall not bear the legend
set forth in Section 3.04(a) below, and the Registrar shall rescind any
restriction on the transfer of such Notes, in each case unless the Holder of
such Series A Notes is either (A) a Person participating in the distribution of
the Series A Notes or (B) a Person who is an affiliate (as defined in Rule 144
under the Securities Act) of the Issuers. 
The Issuers shall identify to the Trustee such Holders of the Notes in a
written certification signed by an officer of each Issuer and, absent
certification from the Issuers to such effect, the Trustee shall assume that
there are no such Holders.


 


(c)                                  Upon
any sale or transfer of a Transfer Restricted Security (including any Transfer
Restricted Security represented by a Global Security) initially resold to
Persons other than U.S. Persons in reliance upon Regulation S pursuant to (i)
Regulation S following 40 consecutive days beginning on and including the later
of the day on which such Transfer Restricted Security was offered to Persons
other than “distributors” (as such term is defined in Regulation S) and the
date of the closing of the original offering, or (ii) an effective registration
statement under the Securities Act, the Registrar shall permit the Holder
thereof to exchange such Transfer Restricted Security for a definitive Note
that does not bear the legend set forth in Section 3.04(b) below and rescind
any restriction on the transfer of such Transfer Restricted Security.


 


Section 3.04.               Restrictive
Legends.


 


(a)                                  Except
as provided in Section 3.03 hereof, prior to the Resale Restriction Termination
Date, each security certificate evidencing the Notes shall bear a legend in
substantially the following form:


 


THE ISSUANCE AND SALE OF THIS SECURITY (AND ANY
GUARANTEE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.  NEITHER THIS SECURITY (NOR ANY GUARANTEE
HEREOF) NOR ANY INTEREST OR PARTICIPATION HEREIN (OR THEREIN) MAY BE OFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS.  THE
HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS SECURITY, AGREES FOR THE BENEFIT OF
THE ISSUERS THAT THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE THERETO
UNDER RULE 144(k) UNDER THE SECURITIES ACT WHICH IS APPLICABLE TO THIS SECURITY
(THE “RESALE RESTRICTION TERMINATION DATE”) OTHER THAN (1) TO THE ISSUERS OR
THEIR RESPECTIVE SUBSIDIARIES, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE


 


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SECURITIES ACT (“RULE
144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO
WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (3) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) UNDER
THE SECURITIES ACT), (4) TO A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”
(AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (5) PURSUANT TO ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, INCLUDING THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, IF
AVAILABLE, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF
LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR
ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, AND SUBJECT TO
THE RIGHT OF THE ISSUERS OR THE TRUSTEE FOR THE SECURITIES PRIOR TO ANY SUCH
SALE, PLEDGE OR OTHER TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM.
THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER ON OR AFTER THE RESALE
RESTRICTION TERMINATION DATE.


 


(b)                                 Each
security certificate evidencing the Global Securities shall bear a legend in
substantially the following form:


 


THIS GLOBAL SECURITY IS HELD BY OR ON BEHALF OF THE
DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) IN CUSTODY FOR THE
BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON
UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THE TRUSTEE MAY MAKE SUCH NOTATIONS
HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.08 OF THE ORIGINAL INDENTURE,
(B) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
SECTION 2.15 OF THE ORIGINAL INDENTURE, (C) THIS GLOBAL SECURITY MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10 OF THE
ORIGINAL INDENTURE AND (D) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY OR ITS NOMINEE WITH THE PRIOR WRITTEN CONSENT OF THE
ISSUERS.


 


ARTICLE IV

REDEMPTION AND PREPAYMENT


 


Section 4.01.               Optional
Redemption.


 


(a)                                  At
their option at any time prior to maturity, the Issuers may choose to redeem
all or any portion of the Notes, at once or from time to time.


 


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(b)                                 To
redeem the Notes, the Issuers must pay a redemption price in an amount
determined in accordance with the provisions of paragraph number 5 of the form
of Note in Exhibit A hereto, plus accrued and unpaid interest, if any,
including Additional Interest, if any, to the redemption date (subject to the
right of Holders on the relevant record date to receive interest due on the
relevant interest payment date).


 


(c)                                  Any
redemption pursuant to this Section 4.01 shall otherwise be made pursuant to
the provisions of Sections 3.01 through 3.03 of the Original Indenture.  The actual redemption price shall be set
forth in an Officers’ Certificate delivered to the Trustee no later than two
Business Days prior to each redemption date.


 


Section 4.02.               Mandatory
Redemption.  The Issuers shall not
be required to make mandatory redemption or sinking fund payments with respect
to the Notes.


 


ARTICLE V

COVENANTS


 


Section 5.01.               Compliance
Certificate.  (a)  In lieu
of the Officers’ Certificate required by Section 4.05 of the Original
Indenture, the Issuers and Subsidiary Guarantors shall deliver to the Trustee,
within 90 days after the end of each fiscal year, an Officers’ Certificate
stating that a review of the activities of the Partnership and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the signing
Officers (one of whom shall be the principal executive, financial or accounting
officer of each Issuer and Subsidiary Guarantor) with a view to determining
whether the Issuers have kept, observed, performed and fulfilled their
obligations under the Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Issuers
have kept, observed, performed and fulfilled each and every covenant contained
in the Indenture and are not in default in the performance or observance of any
of the terms, provisions and conditions of the Indenture (or, if a Default or
Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what action the Issuers are
taking or propose to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Issuers are taking or propose to take with respect thereto.


 


(b)                                 The
Issuers shall, so long as any of the Notes are outstanding, deliver to the
Trustee, forthwith and in any event within five days upon any Officer becoming
aware of any Default or Event of Default or an event which, with notice or the
lapse of time or both, would constitute an Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the
Issuers are taking or propose to take with respect thereto.


 


Section 5.02.               Limitations
on Liens.  The Issuers will not, nor
will they permit any Subsidiary of the Partnership to, create, assume, incur or
suffer to exist any Lien upon any Principal Property or upon any Capital
Interests of any Restricted Subsidiary, whether owned or leased on the Issue
Date or thereafter acquired, to secure any Debt of an Issuer or any other
Person (other than Debt Securities), without in any such case making effective
provision whereby all of the Notes shall


 


E-12

















 


be secured equally and
ratably with, or prior to, such Debt so long as such Debt shall be so secured.
This restriction shall not apply to:


 


(a)                                  Permitted
Liens;


 


(b)                                 any
Lien upon any property or assets created at the time of acquisition of such
property or assets by an Issuer 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;


 


(c)                                  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;


 


(d)                                 any
Lien upon any property or assets existing thereon at the time of the
acquisition thereof by an Issuer or any Restricted Subsidiary (whether or not
the obligations secured thereby are assumed by an Issuer or any Restricted
Subsidiary); provided, however, that such Lien only encumbers the property or
assets so acquired;


 


(e)                                  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;


 


(f)                                    any
Lien upon any property or assets of an Issuer or any Restricted Subsidiary in
existence on December 10, 2003 or provided for pursuant to agreements existing
on December 10, 2003;


 


(g)                                 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 court-ordered award or settlement as to which an Issuer or
the applicable Restricted Subsidiary, as the case may be, has not exhausted its
appellate rights;


 


(h)                                 any
extension, renewal, refinancing, refunding or replacement (or successive
extensions, renewals, refinancing, refunding or replacements) of Liens, in
whole or in part, referred to in clauses (a) through (h), inclusive, of this
Section 5.02; 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, renewed, refinanced, refunded
or replaced and any expenses of the Issuers and the Restricted Subsidiaries
(including any premium) incurred in connection with such extension, renewal,
refinancing, refunding or replacement; or


 


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(i)                                     any
Lien resulting from the deposit of moneys or evidence of indebtedness in trust
for the purpose of defeasing Debt of an Issuer or any Restricted Subsidiary.


 


Notwithstanding the foregoing provisions of this
Section 5.02, the Issuers may, and may permit any Restricted Subsidiary to,
create, assume, incur or suffer to exist any Lien upon any Principal Property
or Capital Interests of a Restricted Subsidiary to secure Debt of an Issuer or
any Person (other than Debt Securities) that is not excepted by clauses (a)
through (i), inclusive, of this Section 5.02 without securing the Notes,
provided that the aggregate principal amount of all Debt then outstanding
secured by such Lien and all other Liens not excepted by clauses (a) through
(i), inclusive, of this Section 5.02, together with all Attributable
Indebtedness from Sale-leaseback Transactions (excluding Sale-leaseback
Transactions permitted by clauses (a) through (d), inclusive, of Section 5.03),
does not exceed 10% of Consolidated Net Tangible Assets.


 


Section 5.03.               Restriction
of Sale-Leaseback Transaction.  The
Issuers will not, and will not permit any Subsidiary of the Partnership to,
engage in a Sale-Leaseback Transaction, unless:


 


(a)                                  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;


 


(b)                                 the
Sale-Leaseback Transaction involves a lease for a period, including renewals,
of not more than three years;


 


(c)                                  the
Attributable Indebtedness from that Sale-Leaseback Transaction is an amount
equal to or less than the amount the Issuers 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 Notes under Section 5.02; or


 


(d)                                 the
Issuers 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 an
Issuer or any Subsidiary of the Partnership, or (B) the expenditure or
expenditures for Principal Property used or to be used in the ordinary course
of business of the Partnership or its Subsidiaries.


 


Notwithstanding the
foregoing provisions of this Section 5.03, the Issuers may, and may permit any
Subsidiary of the Partnership to, effect any Sale-Leaseback Transaction that is
not excepted by clauses (a) through (d), inclusive, of this Section 5.03,
provided that the Attributable Indebtedness from such Sale-leaseback
Transaction, together with the aggregate principal amount of then outstanding
Debt (other than Debt Securities) secured by Liens upon Principal Property not
excepted by clauses (a) through (i), inclusive, of Section 5.02, does not
exceed 10% of Consolidated Net Tangible Assets.


 


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Section 5.04.               SEC
Reports; Financial Statements.


 


(a)                                  Whether
or not the Partnership is then subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act, the Partnership shall electronically file with
the Commission, so long as the Notes are Outstanding, the annual, quarterly and
other periodic reports that the Partnership is required to file (or would
otherwise be required to file) with the Commission pursuant to Sections 13 and
15(d) of the Exchange Act, and such documents shall be filed with the
Commission on or prior to the respective dates (the “Required Filing Dates”) by
which the Partnership is required to file (or would otherwise be required to
file) such documents, unless, in each case, such filings are not then permitted
by the Commission.


 


(b)                                 If
such filings are not then permitted by the Commission, or such filings are not
generally available on the Internet free of charge, the Issuers shall provide
the Trustee with, and the Trustee will mail to any Holder of Notes requesting
in writing to the Trustee copies of, such annual, quarterly and other periodic
reports specified in Sections 13 and 15(d) of the Exchange Act within 15 days
after the respective Required Filing Dates.


 


(c)                                  In
addition, the Issuers shall furnish to the Holders of Notes and to prospective
investors, upon the requests of Holders of Notes, any information required to
be delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as
the Notes are not freely transferable under the Securities Act.


 


(d)                                 The
Partnership shall provide the Trustee with a sufficient number of copies of all
reports and other documents and information that the Trustee may be required to
deliver to Holders of Notes under clause (b) of this Section 5.04.


 


(e)                                  Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Partnership’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


Section 5.05.               Additional
Subsidiary Guarantees.  If any Subsidiary (or its successor) of the
Partnership that is not then a Subsidiary Guarantor guarantees Debt of either
of the Issuers or any other Subsidiary of the Partnership, in either case after
the Issue Date, then such Subsidiary (or successor) shall execute and deliver a
supplemental Indenture providing for the guarantee of the payment of the Notes
pursuant to Article IX hereof.


 


ARTICLE VI

SUCCESSORS


 


With respect to the
Notes, the provisions of this Article VI shall preempt the provisions of
Article X of the Original Indenture in their entirety.


 


Section 6.01.               Consolidation
and Mergers of the Issuers.  Neither
Issuer shall consolidate or amalgamate with or merge with or into any Person,
or sell, convey, transfer, lease or otherwise dispose of all or substantially
all its assets to any Person, whether in a single transaction or


 


E-15

















 


a series of related
transactions, except (1) in accordance with the provisions of the Partnership
Agreement, and (2) unless: (a) either (i) such Issuer shall be the surviving
Person in the case of a merger or (ii) the resulting, surviving or transferee
Person if other than such Issuer (the “Successor Company”) shall be a
partnership, limited liability company or corporation organized and existing
under the laws of the United States, any state thereof or the District of
Columbia (provided that PAA Finance may not merge, amalgamate or consolidate
with or into another Person other than a corporation satisfying such
requirement for so long as the Partnership is not a corporation) and the
Successor Company shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form reasonably satisfactory to the
Trustee, 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 the
due and punctual performance or observance of all the other obligations under
the Indenture to be performed or observed by such Issuer; (b) immediately
after giving effect to such transaction or series of transactions, no Default
or Event of Default would occur or be continuing; (c) if the Issuer is not the
continuing Person, then each Subsidiary Guarantor, unless it has become the
Successor Company, shall confirm that its Guarantee shall continue to apply to
the obligations under the Notes and the Indenture; and (d) such Issuer shall
have delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, amalgamation, merger, sale,
conveyance, transfer, lease or other disposition and such supplemental
Indenture (if any) comply with this Section 6.01 and any other applicable
provisions of the Indenture.


 


Section 6.02.               Rights
and Duties of Successor.  In case of
any consolidation, amalgamation or merger where an Issuer is not the continuing
Person, or disposition of all or substantially all of the assets of an Issuer
in accordance with Section 6.01, the Successor Company shall succeed to and be
substituted for such Issuer with the same effect as if it had been named herein
as the respective party to the Indenture, and the predecessor entity shall be
released from all liabilities and obligations under the Indenture and the
Notes, except that no such release will occur in the case of a lease of all or
substantially all of an Issuer’s assets. 
In case of any such consolidation, amalgamation, merger, sale,
conveyance, transfer, lease or other disposition, such changes in phraseology
and form (but not in substance) may be made in the Notes thereafter to be
issued as may be appropriate.


 


Section 6.03.               Supplemental
Indenture.  Section 9.01 of the
Original Indenture is hereby amended, with respect to the Notes, by adding the
words “or a Subsidiary Guarantor’s” immediately after the word “Issuer’s” in
Section 9.01(c).


 


ARTICLE VII

DEFAULTS AND REMEDIES


 


Section 7.01.               Events
of Default.  With respect to the
Notes, the provisions of this Section 7.01 shall preempt the provisions of the
first and final paragraphs of Section 6.01 of the Original Indenture in their
entirety.


 


(a)                                  An
“Event of Default” occurs if:


 


(i)                                     the
Issuers default for 60 days in the payment
when due of interest on, or Additional Interest with respect to, the Notes;


 


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(ii)                                  the
Issuers default in the payment when due of principal of or premium, if any, on
the Notes at maturity, upon redemption or otherwise;


 


(iii)                               failure
by an Issuer or any Subsidiary Guarantor for 30 days after receipt of notice by
the Issuers from the Trustee or to the Issuers and the Trustee by the Holders
of at least 25% in principal amount of the Notes then Outstanding to comply with any other term, covenant or warranty in the
Indenture or the Notes (provided that notice need not be given, and an
Event of Default shall occur, 30 days after any breach of the provisions
of Section 6.01 hereof);


 


(iv)                              default under any mortgage, indenture or
instrument under which there may be issued or by which there may be secured or
evidenced any Debt of an Issuer or any of the Partnership’s Subsidiaries (or the payment of which is
guaranteed by the Partnership or any
of its Subsidiaries), whether such Debt or guarantee now exists or is created
after the Issue Date, if that default (A) is caused by a failure to pay
principal of or premium, if any, or interest on such Debt prior to the expiration of the grace period
provided in such Debt (a ”Payment Default”) or (B) results in the
acceleration of the maturity of such Debt to a date prior to its original
stated maturity, and, in each case described in clause (A) or (B), 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
$25.0 million or more; provided, further,
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;


 


(v)                                 except
as permitted by the Indenture, any Guarantee shall cease for any reason to be
in full force and effect (except as otherwise provided in the Indenture) or is
declared null and void in a judicial proceeding or any Subsidiary Guarantor, or
any Person acting on behalf of any Subsidiary Guarantor, shall deny or
disaffirm its obligations under the Indenture or its Guarantee;


 


(vi)                              an
Issuer or any Subsidiary Guarantor pursuant to or within the meaning of any
Bankruptcy Law:


 


(A)                              commences
a voluntary case,


 


(B)                                consents
to the entry of an order for relief against it in an involuntary case,


 


(C)                                consents
to the appointment of a custodian of it or for all or substantially all of its
property,


 


(D)                               makes
a general assignment for the benefit of its creditors, or


 


E-17

















 


(E)                                 generally
is not paying its debts as they become due; or


 


(vii)                           a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that:


 


(A)                              is
for relief against an Issuer or any Subsidiary Guarantor in an involuntary
case;


 


(B)                                appoints
a custodian of an Issuer or any Subsidiary Guarantor or for all or
substantially all of the property of an Issuer or any Subsidiary Guarantor; or


 


(C)                                orders
the liquidation of an Issuer or any Subsidiary Guarantor;


 


and the order or decree remains unstayed and in effect
for 60 consecutive days.


 


(b)                                 In the case of an Event of Default arising from
Section 7.01(a)(vi) or 7.01(a)(vii) hereof involving an Issuer (and, for the
avoidance of debt, excluding any such Event of Default that involves only one
or more Subsidiary Guarantors), the principal amount of all Outstanding Notes
and interest thereon shall become due and payable immediately without further
action or notice. If any other Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
Outstanding Notes may declare the principal amount of all the Notes and
interest thereon to be due and payable immediately by a notice in writing to
the Issuers (and to the Trustee if given by the Holders) and upon any such
declaration such principal amount and interest thereon shall be due and payable
immediately.


 


ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 8.01.               Option
to Effect Legal Defeasance or Covenant Defeasance.  The Issuers may, at the option of the Boards
of Directors evidenced by a Board Resolution set forth in an Officers’
Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof be
applied to all outstanding Notes and Guarantees upon compliance with the
conditions set forth below in this Article VIII.


 


Section 8.02.               Legal
Defeasance and Discharge.  Upon the
Issuers’ exercise under Section 8.01 hereof of the option applicable to
this Section 8.02, each of the Issuers and the Subsidiary Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from its obligations with respect to all
outstanding Notes and Guarantees on the date the conditions set forth below are
satisfied (hereinafter, “Legal Defeasance”). 
For this purpose, Legal Defeasance means that each of the Issuers shall
be deemed to have paid and discharged the entire Debt represented by the
outstanding Notes, which shall thereafter be deemed to be “Outstanding” only
for the purposes of Section 8.05 hereof and the other Sections of the
Indenture referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and the Indenture, and each of the Subsidiary
Guarantors shall be deemed to have discharged its obligations under its
Guarantee (and the Trustee, on demand of and at the expense of


 


E-18

















 


the Issuers, shall
execute proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged
hereunder:


 


(a)                                  the
rights of Holders of Outstanding Notes to receive solely from the trust fund
described in Section 8.04 hereof, and as more fully set forth in such
Section, payments in respect of the principal of, premium on, if any, interest
and Additional Interest, if any, on such Notes when such payments are due (but not the Change of Control Payment or the
payment pursuant to an Asset Sale Offer),


 


(b)                                 the
Issuers’ obligations with respect to such Notes under Sections 2.07, 2.08, 2.09
and 4.02 of the Original Indenture,


 


(c)                                  the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Issuers’ obligations in connection therewith,


 


(d)                                 this
Article VIII, and


 


(e)                                  the
Issuers’ rights of optional redemption under Section 4.01 hereof.


 


Subject to compliance with this Article VIII, the Issuers may
exercise their option under this Section 8.02 notwithstanding the prior
exercise of their option under Section 8.03 hereof.


 


Section 8.03.               Covenant
Defeasance.  Upon the Issuers’ exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, each
of the Issuers shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be released from its obligations under the covenants
contained in Sections 5.02, 5.03, 5.04 and 5.05 hereof with respect to the
Outstanding Notes on and after the date the conditions set forth in Section
8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall
thereafter be deemed not “Outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
“Outstanding” for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes).  For this purpose, Covenant Defeasance means
that, with respect to the Outstanding Notes, the Issuers may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any
other document and such omission to comply shall not constitute a Default or an
Event of Default under Section 7.01 hereof, but, except as specified above, the
remainder of the Indenture, the Guarantees and such Notes shall be unaffected
thereby.


 


Section 8.04.               Conditions
to Legal or Covenant Defeasance. 
The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the Outstanding Notes:


 


In order to exercise either Legal Defeasance or
Covenant Defeasance:


 


(a)                                  the
Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders of the Notes, cash in Dollars, U.S. Government Obligations, or a
combination thereof, in such amounts as shall be sufficient, in the written
opinion of a nationally recognized firm of


 


E-19

















 


independent public
accountants, to pay the principal of, premium on, if any, interest and
Additional Interest, if any, on the Outstanding Notes at the Stated Maturity
thereof or on the applicable redemption date, as the case may be, and the
Issuers must specify whether the Notes are being defeased to maturity or to a
particular redemption date;


 


(b)                                 in
the case of an election under Section 8.02 hereof, the Issuers shall have
delivered to the Trustee an Opinion of Counsel confirming that (i) the
Issuers have received from, or there has been published by, the Internal
Revenue Service a ruling or (ii) since the date of the Indenture, there has
been a change in the applicable federal income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the
Holders of the Outstanding Notes shall not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and shall be
subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Legal Defeasance had not
occurred;


 


(c)                                  in
the case of an election under Section 8.03 hereof, the Issuers shall have
delivered to the Trustee an Opinion of Counsel confirming that the Holders of
the Outstanding Notes shall not recognize income, gain or loss for federal
income tax purposes as a result of such Covenant Defeasance and shall be
subject to federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such Covenant Defeasance had not
occurred;


 


(d)                                 no
Default or Event of Default shall have occurred and be continuing either
(i) on the date of such deposit (other than a Default or Event of Default
resulting from the incurrence of Debt all or a portion of the proceeds of which
shall be applied to such deposit) or (ii) insofar as Section 7.01(a)(vi)
or 7.01(a)(vii) hereof is concerned, at any time in the period ending on the
91st day after the date of deposit;


 


(e)                                  such
Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any agreement or instrument (other
than the Notes and the Indenture) to which the Partnership or any of its Subsidiaries
is a party or by which the Partnership or any of its Subsidiaries is bound;


 


(f)                                    the
Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect
that after the 91st day following the deposit, the trust funds shall not be subject
to the effect of any applicable bankruptcy, insolvency, reorganization or
similar laws affecting creditors’ rights generally;


 


(g)                                 the
Issuers shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Issuers with the intent of preferring the
Holders over any other creditors of the Issuers or with the intent of
defeating, hindering, delaying or defrauding any other creditors of the
Issuers; and


 


(h)                                 the
Issuers shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for or
relating to the Legal Defeasance or the Covenant Defeasance have been complied
with.


 


E-20

















 


Section 8.05.               Deposited
Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous
Provisions.  Subject to
Section 8.06 hereof, all money and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 8.05, the “Trustee”) pursuant to
Section 8.04 hereof in respect of the outstanding Notes shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Notes and the Indenture, to the payment, either directly or through any paying
agent (including an Issuer acting as paying agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium on, if any, interest and Additional
Interest, if any, but such money need not be segregated from other funds except
to the extent required by law.


 


The Issuers shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the cash or U.S. Government Obligations deposited pursuant to
Section 8.04 hereof or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the Holders of the Outstanding Notes.


 


Anything in this
Article VIII to the contrary notwithstanding, the Trustee shall deliver or
pay to the Issuers from time to time upon the written request of the Issuers
any money or U.S. Government Obligations held by it as provided in
Section 8.04 hereof which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under
Section 8.04(a) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.


 


Section 8.06.               Repayment
to Issuers.  Any money deposited
with the Trustee or any paying agent, or then held by the Issuers, in trust for
the payment of the principal of, premium on, if any, interest or Additional
Interest, if any, on any Note and remaining unclaimed for two years after such
principal, premium, if any, interest or Additional Interest, if any, has become
due and payable shall be paid to the Issuers on their written request or (if
then held by the Issuers) shall be discharged from such trust; and the Holder
of such Note shall thereafter, as an unsecured creditor, look only to the
Issuers for payment thereof, and all liability of the Trustee or such paying
agent with respect to such trust money, and all liability of the Issuers as
trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such paying agent, before being required to make any such repayment,
may at the expense of the Issuers cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining shall be repaid to the Issuers.


 


Section 8.07.               Reinstatement.  If the Trustee or paying agent is unable to
apply any Dollars or U.S. Government Obligations in accordance with
Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the Issuers’ obligations under the
Indenture and the Notes and the Subsidiary Guarantors’ obligations under the
Guarantees shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or
paying agent is permitted to apply all such money in accordance with
Section 8.02 or 8.03 hereof, as the case may be; provided, however,
that, if the Issuers make any


 


E-21

















 


payment of principal of,
premium on, if any, interest or Additional Interest, if any, on any Note
following the reinstatement of their obligations, the Issuers shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money held by the Trustee or paying agent.


 


ARTICLE IX

SUBSIDIARY GUARANTEES


 


Section 9.01.               Subsidiary
Guarantees.  (a)  Each Subsidiary Guarantor hereby jointly and
severally unconditionally and irrevocably guarantees on a senior basis to each
Holder and to the Trustee and its successors and assigns (i) the full and
punctual payment of principal, premium, if any, interest, and Additional
Interest, if any, with respect to, the Notes when due, whether at maturity, by
acceleration, by redemption or otherwise, and all other monetary obligations of
the Issuers under the Indenture (including obligations to the Trustee) and the
Notes and (ii) the full and punctual performance within applicable grace
periods of all other obligations of the Issuers under the Indenture and the
Notes (all the foregoing being hereinafter collectively called the “Note
Obligations”).  Each Subsidiary
Guarantor further agrees that the Note Obligations may be extended or renewed,
in whole or in part, without notice or further assent from each such Subsidiary
Guarantor, and that each such Subsidiary Guarantor shall remain bound under
this Article IX notwithstanding any extension or renewal of any Note
Obligation.


 


(b)                                 Each
Subsidiary Guarantor waives presentation to, demand of, payment from and
protest to the Issuers of any of the Note Obligations and also waives notice of
protest for nonpayment.  Each Subsidiary
Guarantor waives notice of any Default or Event of Default under the Notes or
the Note Obligations.  The obligations
of each Subsidiary Guarantor hereunder shall not be affected by (i) the
failure of any Holder or the Trustee to assert any claim or demand or to
enforce any right or remedy against the Issuers or any other Person under the
Indenture, the Notes or any other agreement or otherwise; (ii) any
extension or renewal of any thereof; (iii) any rescission, waiver,
amendment or modification of any of the terms or provisions of the Indenture,
the Notes or any other agreement; (iv) the release of any security held by
any Holder or the Trustee for the Note Obligations or any of them; (v) the
failure of any Holder or Trustee to exercise any right or remedy against any
other guarantor of the Note Obligations; or (vi) any change in the
ownership of such Subsidiary Guarantor, except as provided in Section 9.02
hereof.


 


(c)                                  Each
Subsidiary Guarantor further agrees that its Guarantee herein constitutes a
guarantee of payment, performance and compliance when due (and not a guarantee
of collection) and waives any right to require that any resort be had by any
Holder or the Trustee to any security held for payment of the Note Obligations.


 


(d)                                 The
obligations of each Subsidiary Guarantor hereunder shall not be subject to any
reduction, limitation, impairment or termination for any reason other than
indefeasible payment in full of the Note Obligations, including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Note
Obligations or otherwise.  Without
limiting the generality of the foregoing, the obligations of each Subsidiary
Guarantor herein shall not be discharged or impaired or otherwise affected by
the failure of any Holder or the Trustee to assert any claim or demand or to
enforce any remedy under the


 


E-22

















 


Indenture, the
Notes or any other agreement, by any waiver or modification of any thereof, by
any default, failure or delay, willful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other
act or thing which may or might in any manner or to any extent vary the risk of
any Subsidiary Guarantor or would otherwise operate as a discharge of any
Subsidiary Guarantor as a matter of law or equity.


 


(e)                                  Each
Subsidiary Guarantor further agrees that its Guarantee herein shall continue to
be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of principal, premium, if any, interest or Additional Interest,
if any, with respect to any Note Obligation is rescinded or must otherwise be
restored by any Holder or the Trustee upon the bankruptcy or reorganization of
either of the Issuers or otherwise.


 


(f)                                    In
furtherance of the foregoing and not in limitation of any other right which any
Holder or the Trustee has at law or in equity against any Subsidiary Guarantor
by virtue hereof, upon the failure of the Issuers to pay the principal,
premium, if any, interest or Additional Interest, if any, with respect to any
Note Obligation when and as the same shall become due, whether at maturity, by
acceleration, by redemption or otherwise, or to perform or comply with any
other Note Obligation, each Subsidiary Guarantor hereby promises to and shall
forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an
amount equal to the sum of (i) the unpaid principal amount of such Note
Obligations, (ii) accrued and unpaid interest on such Note Obligations
(but only to the extent not prohibited by law) and (iii) all other
monetary Note Obligations of the Issuers to the Holders and the Trustee.


 


(g)                                 Each
Subsidiary Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any Note Obligations
guaranteed hereby until payment in full of all Note Obligations.  Each Subsidiary Guarantor further agrees
that, as between it, on the one hand, and the Holders and the Trustee, on the
other hand, (i) the maturity of the Note Obligations guaranteed hereby may
be accelerated as provided in Article VII hereof for the purposes of any
Subsidiary Guarantor’s Guarantee herein, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Note
Obligations guaranteed hereby, and (ii) in the event of any declaration of
acceleration of such obligations as provided in Article VII hereof, such
Note Obligations (whether or not due and payable) shall forthwith become due
and payable by such Subsidiary Guarantor for the purposes of this Section 9.01.


 


(h)                                 Each
Subsidiary Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys’ fees) incurred by the Trustee or any Holder in
enforcing any rights under this Section 9.01.


 


Section 9.02.               Limitation
on Liability.  Any term or provision
of the Indenture to the contrary notwithstanding, the maximum, aggregate amount
of the Note Obligations guaranteed hereunder by any Subsidiary Guarantor shall
not exceed the maximum amount that, after giving effect to all other contingent
and fixed liabilities of such Subsidiary Guarantor and to any collections from
or payments made by or on behalf of any other Subsidiary Guarantor in respect
of its obligations under its Guarantee, can be hereby guaranteed without
rendering the Indenture, as it relates to any Subsidiary Guarantor, voidable
under applicable law relating to fraudulent conveyance or fraudulent transfer.


 


E-23

















 


Section 9.03.               Successors
and Assigns.  This Article IX
shall be binding upon each Subsidiary Guarantor and, except as provided in
Section 9.07, its successors and assigns and shall inure to the benefit of the
successors and assigns of the Trustee and the Holders and, in the event of any
transfer or assignment of rights by any Holder or the Trustee, the rights and
privileges conferred upon that party in the Indenture and in the Notes shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of the Indenture.


 


Section 9.04.               No
Waiver.  Neither a failure nor a
delay on the part of either the Trustee or the Holders in exercising any right,
power or privilege under this Article IX shall operate as a waiver
thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege.  The rights, remedies and benefits of the Trustee and the Holders
herein expressly specified are cumulative and not exclusive of any other
rights, remedies or benefits which either may have under this Article IX at
law, in equity, by statute or otherwise.


 


Section 9.05.               Modification.  No modification, amendment or waiver of any
provision of this Article IX, nor the consent to any departure by any
Subsidiary Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given.  No notice to or demand on any
Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to any
other or further notice or demand in the same, similar or other circumstances.


 


Section 9.06.               Execution
of Supplemental Indenture for Future Subsidiary Guarantors.  Each Subsidiary which is required to become
a Subsidiary Guarantor pursuant to Section 5.05 hereof shall promptly
execute and deliver to the Trustee a supplemental Indenture in substantially
the form of Exhibit B hereto pursuant to which such Subsidiary shall
become a Subsidiary Guarantor under this Article IX and shall guarantee the
Note Obligations.  Concurrently with the
execution and delivery of such supplemental Indenture, the Issuers shall
deliver to the Trustee an Opinion of Counsel to the effect that such
supplemental Indenture has been duly authorized, executed and delivered by such
Subsidiary and that, subject to the application of bankruptcy, insolvency,
moratorium, fraudulent conveyance or transfer and other similar laws relating
to creditors’ rights generally and to the principles of equity, whether
considered in a proceeding at law or in equity, the Guarantee of such
Subsidiary Guarantor is a legal, valid and binding obligation of such
Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in
accordance with its terms.


 


Section 9.07.               Release
of Guarantee.  Provided that no
Default shall have occurred and shall be continuing under the Indenture, the
Guarantee of a Subsidiary Guarantor under this Article IX shall terminate and
be of no further force and effect, and such Subsidiary Guarantor shall be
released from the Indenture and all Note Obligations, upon the following
events:


 


(a)                                  upon
any sale or other disposition of all or substantially all of the assets of such
Subsidiary Guarantor (including by way of merger, consolidation or otherwise)
to any Person that is not an Affiliate of either of the Issuers (provided such
sale or other disposition is not prohibited by the Indenture);


 


E-24

















 


(b)                                 upon
any sale or other disposition of all of the Equity Interests of a Subsidiary
Guarantor, to any Person that is not an Affiliate of either of the Issuers; or


 


(c)                                  following
delivery of a written notice of such release or discharge from the Guarantee by
the Issuers to the Trustee, upon the release or discharge of all guarantees by
such Subsidiary Guarantor of any Debt of the Issuers and any Subsidiary of the
Partnership (other than Debt Securities issued on or after the Issue Date).


 


ARTICLE X

MISCELLANEOUS


 


Section 10.01.         Additional
Amendments.  With respect to the
Notes, references to (A) ”Section 6.01” in the Original Indenture
shall be deemed to be references to Section 7.01 of this Supplemental
Indenture; (B) ”Section 11.02” in the Original Indenture shall be
deemed to be references to “Section 8.06” of this Supplemental Indenture;
(C) ”Section 6.01(g) or (h)” in the Original Indenture shall be
deemed to be references to Section 7.01(a)(vi) or (a)(vii) of this
Supplemental Indenture; and (D) “Article X” in the Original Indenture shall be
deemed to be a reference to Article VI of this Supplemental Indenture.  All references to “interest” in the
Original Indenture shall be deemed to include Additional Interest, if any,
unless the context otherwise requires.


 


Section 10.02.         Integral
Part.  This Supplemental Indenture
constitutes an integral part of the Indenture.


 


Section 10.03.         Adoption,
Ratification and Confirmation.  The
Original Indenture, as supplemented and amended by this Supplemental Indenture,
is in all respects hereby adopted, ratified and confirmed.


 


Section 10.04.         Counterparts.  This Supplemental Indenture may be executed
in any number of counterparts, each of which when so executed shall be deemed
an original; and all such counterparts shall together constitute but one and the
same instrument.


 


Section 10.05.         Governing
Law.  THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


 


[Signatures on following
pages]


 


E-25

















 


SIGNATURES


 


 


	
   

  	
  ISSUERS:

  
	
   

  	
   

  
	
   

  	
  PLAINS ALL AMERICAN
  PIPELINE, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains AAP, L.P., its
  General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains All American GP
  LLC, its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PAA FINANCE CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUBSIDIARY GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  PLAINS MARKETING, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Marketing GP
  Inc., its General Partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


E-26

















 


	
   

  	
  ALL AMERICAN PIPELINE,
  L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Marketing GP
  Inc., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PLAINS MARKETING GP
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PLAINS MARKETING CANADA
  LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Marketing, L.P.,
  its Sole Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Marketing GP
  Inc., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PMC (NOVA SCOTIA)
  COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
								



 


E-27

















 


	
   

  	
  PLAINS MARKETING
  CANADA, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PMC (Nova Scotia)
  Company, its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BASIN
  HOLDINGS GP LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  All American Pipeline,
  L.P., its Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Marketing GP
  Inc., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BASIN
  PIPELINE HOLDINGS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Basin Holdings GP LLC,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  All American Pipeline,
  L.P., its Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Marketing GP
  Inc., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
							



 


E-28

















 


	
   

  	
  RANCHO
  HOLDINGS GP LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  All American Pipeline,
  L.P., its Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Marketing GP
  Inc., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RANCHO PIPELINE
  HOLDINGS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Rancho Holdings GP LLC,
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  All American Pipeline,
  L.P., its Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Plains Marketing GP
  Inc., its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TRUSTEE:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL
  ASSOCIATION,

  	
   

  
	
   

  	
  as Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
								



 


E-29