EXHIBIT 4.5


 


EXCHANGE AND REGISTRATION
RIGHTS AGREEMENT


 


AMONG


 


PLAINS ALL AMERICAN
PIPELINE, L.P.,


 


PAA FINANCE CORP.,


 


THE GUARANTORS


 


AND


 


THE INITIAL PURCHASERS


 


Dated as of December 10,
2003


 

















 


PLAINS ALL AMERICAN
PIPELINE, L.P.

PAA FINANCE CORP.


 


5 5/8%
Senior Notes due 2013


 


EXCHANGE AND
REGISTRATION RIGHTS AGREEMENT


 


December 10, 2003


 


UBS SECURITIES LLC


FLEET SECURITIES, INC.


BANC OF AMERICA
SECURITIES LLC


BANC ONE CAPITAL MARKETS,
INC.


CITIGROUP GLOBAL MARKETS
INC.


FORTIS
INVESTMENT SERVICES LLC


WACHOVIA CAPITAL MARKETS,
LLC


BNP PARIBAS SECURITIES
CORP.


SCOTIA CAPITAL (USA) INC.


U.S. BANCORP PIPER
JAFFRAY INC.


WELLS FARGO BROKERAGE
SERVICES, LLC


 


c/o UBS SECURITIES LLC


677 Washington Blvd.


Stamford, Connecticut
06901


 


Ladies and Gentlemen:


 


Plains All
American Pipeline, L.P., a Delaware limited partnership (the “Partnership”),
PAA Finance Corp., a Delaware corporation (“PAA Finance,” and together with the
Partnership, the “Issuers”) and the Guarantors listed on Schedule 1 hereto (the
“Guarantors”), propose to issue and sell to the initial purchasers listed on
Schedule 2 hereto (the “Initial Purchasers”), upon the terms set forth in a
purchase agreement dated December 3, 2003 (the “Purchase Agreement”),
$250,000,000 principal amount of 5 5/8%
Senior Notes due 2013 (the “Securities”) relating to the initial placement of
the Securities (the “Initial Placement”). 
To induce the Initial Purchasers to enter into the Purchase Agreement
and to satisfy a condition of your obligations thereunder, the Issuers and the
Guarantors agree with you for your benefit and the benefit of the holders from
time to time of the Securities (including the Initial Purchasers) (each a
“Holder” and, together, the “Holders”), as follows:


 


1.                                       Definitions.  Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement.  As used in this Agreement,
the following capitalized defined terms shall have the following meanings:


 


“Act” shall mean
the Securities Act of 1933, as amended, and the rules and regulations of the
Commission promulgated thereunder.


 

















 


“Affiliate” of any
specified Person shall mean any other Person that, directly or indirectly, is
in control of, is controlled by, or is under common control with, such specified
Person.  For purposes of this
definition, control of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether by contract or otherwise; and the terms “controlling” and “controlled”
shall have meanings correlative to the foregoing.


 


“Broker-Dealer”
shall mean any broker or dealer registered as such under the Exchange Act.


 


“Business Day”
shall mean any day other than a Saturday, a Sunday or a legal holiday or a day
on which banking institutions or trust companies are authorized or obligated by
law to close in New York City.


 


“Commission” shall
mean the Securities and Exchange Commission.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.


 


“Exchange Offer
Registration Period” shall mean the one-year period following the consummation
of the Registered Exchange Offer, exclusive of any period during which any stop
order shall be in effect suspending the effectiveness of the Exchange Offer
Registration Statement.


 


“Exchange Offer Registration Statement” shall
mean a registration statement
of the Issuers and the Guarantors on an appropriate form under the Act with
respect to the Registered Exchange Offer, all amendments and supplements to
such registration statement, including post-effective amendments
thereto, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.


 


“Exchanging Dealer” shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for
New Securities any Securities that  it acquired
for its own account as a result of market-making activities or other trading
activities (but not directly from the Issuers and the Guarantors or any Affiliate of the Issuers
and the Guarantors) for New Securities.


 


“Final Memorandum” shall have the meaning set forth in the Purchase
Agreement.


 


“Guarantors” shall
have the meaning set forth in the preamble
hereto and shall also include any Guarantor’s successor.


 


“Holder” shall have the meaning set forth in the preamble
hereto.


 


“Indenture” shall mean the Indenture relating to the Securities
and the New Securities, dated as of September
25, 2002, among the Issuers and Wachovia
Bank, National Association,
as trustee, as amended by the Second Supplemental Indenture,
dated as of


 


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December 10, 2003, among the Issuers, the Guarantors
and the Trustee,  as the same may be amended from
time to time in accordance with the terms thereof.


 


“Initial Placement” shall have the meaning set forth in the preamble
hereto.


 


“Initial
Purchasers” shall have the meaning set forth in the preamble hereto.


 


“Losses” shall
have the meaning set forth in Section 7(d) hereof.


 


“Majority Holders” shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.


 


“Managing Underwriters” shall mean the investment banker or investment
bankers and manager or managers that shall administer an underwritten offering.


 


“New Securities” shall mean debt securities of the Issuers identical
in all material respects to the Securities (except that the interest rate
step-up provisions and the transfer restrictions shall be eliminated) and to be issued under the
Indenture.


 


“Prospectus” shall mean the prospectus included in any
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto
and all material incorporated by reference therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble hereto.


 


“Registered Exchange Offer” shall
mean the proposed offer of
the Issuers and the Guarantors to
issue and deliver to the
Holders of the Securities that are not prohibited by any law or
policy of the Commission from participating in such offer, in exchange for the Securities, a like aggregate
principal amount of the New
Securities.


 


“Registration
Default” shall have the meaning set forth in Section 4(a) hereof.


 


“Registration Statement” shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any
amendments and supplements to
such registration statement, including post-effective amendments (in each case
including the Prospectus contained therein), all exhibits thereto and all material
incorporated by reference therein.


 


“Securities” shall have the meaning set forth in the preamble
hereto.


 


“Shelf Registration” shall mean a registration effected pursuant to
Section 3 hereof.


 


“Shelf Registration Period” has the meaning set forth
in Section 3(b) hereof.


 


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“Shelf Registration Statement” shall
mean a “shelf” registration
statement of the Issuers and the Guarantors pursuant to the provisions of Section 3
hereof which covers some or all of the Securities or New Securities, as
applicable, on an appropriate form under Rule 415 under the Act, or any
similar rule that may be adopted by the Commission, amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


 


“Trustee” shall mean the trustee with respect to the
Securities and the New Securities under the Indenture.


 


“Trust Indenture
Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.


 


“underwriter” shall mean any underwriter of Securities in
connection with an offering thereof under a Shelf Registration Statement.


 


2.                                       Registered Exchange Offer.   (a) Except as set forth in Section 3,  the Issuers and the Guarantors shall prepare and shall use
their reasonable best efforts to file with the Commission the Exchange Offer
Registration Statement with respect to the Registered Exchange Offer, not later than 100 days following the date of the
original issuance of the Securities (or if such 100th day is not a Business
Day, the next succeeding Business Day).  The Issuers and the Guarantors
shall use their reasonable
best efforts to cause the
Exchange Offer Registration Statement to become effective under the Act within 180 days of the date of the
original issuance of the Securities and to consummate the Registered Exchange
Offer within 210 days of the date of the original issuance of the Securities
(if such 180th or 210th day is not a Business Day, the  next succeeding Business Day, as
applicable).


 


(a)                                  Upon the effectiveness of the Exchange Offer
Registration Statement, the Issuers and the Guarantors  shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for New Securities (assuming
that such Holder is not an Affiliate of the Issuers or the
Guarantors, acquires the New
Securities in the ordinary course
of such Holder’s business, has no arrangements with any Person to participate
in the distribution of the New Securities and is not prohibited
by any law or policy of the Commission from participating in the Registered Exchange
Offer) to trade such New Securities
from and after their receipt without any limitations or restrictions under the
Act and without material restrictions under the securities laws of a
substantial proportion of the several states of the United States.


 


(b)                                 In connection with the Registered Exchange
Offer, the Issuers and the Guarantors  shall:


 


(i)                                     mail to each Holder a copy of the Prospectus
forming part of the Exchange Offer Registration Statement, together with an
appropriate letter of transmittal and related documents;


 


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(ii)                                  keep the Registered Exchange Offer open for
not less than 20 Business Daysafter the date the notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);


 


(iii)                               use their reasonable best efforts to keep the Exchange Offer
Registration Statement continuously effective under the Act,
supplemented and amended as required
under the Act to ensure that it is available for sales of New
Securities by Exchanging Dealers during the Exchange Offer Registration Period;


 


(iv)                              utilize the services of a bank depositary for the Registered Exchange Offer
with an address in the Borough of Manhattan in New York City, which may be the
Trustee or an Affiliate of the Trustee;


 


(v)                                 permit
Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last Business Day on which the Registered
Exchange Offer is open;


 


(vi)                              prior
to effectiveness of the Exchange Offer
Registration Statement, provide a supplemental letter to the Commission (A)
stating that the Issuers and the Guarantors are conducting the Registered
Exchange Offer in reliance on the position of the Commission in Exxon
Capital Holdings Corporation (pub. avail. May 13, 1988) and Morgan
Stanley and Co., Inc. (pub. avail. June 5, 1991) and (B) including a
representation that the Issuers and the Guarantors have not entered into any
arrangement or understanding with any Person to distribute the New Securities
to be received in the Registered Exchange Offer and that, to the best of the
Issuers’ and the Guarantors’ information and belief, each Holder participating
in the Registered Exchange Offer is acquiring the New Securities in the
ordinary course of business and has no arrangement or understanding with any
Person to participate in the distribution of the New Securities; and


 


(vii)                           comply in all material respects with all applicable laws.


 


(c)                                  As soon as practicable after the close of the
Registered Exchange Offer, the Issuers and the Guarantors  shall:


 


(i)                                     accept for exchange all Securities tendered
and not validly withdrawn pursuant to the Registered Exchange Offer;
and


 


(ii)                                  issue
and cause the Trustee promptly to
authenticate a global certificate representing New Securities exchanged for
Securities and to deliver
to each Holder of Securities a principal amount of New Securities equal to the principal
amount of the Securities of such
Holder so accepted for exchange.


 


(d)                                 Each
Holder hereby acknowledges and agrees that any Broker-Dealer and any such
Holder using the Registered Exchange Offer to participate in a distribution of the New
Securities (x) could not under Commission policy as in effect on the date of
this Agreement rely on the position of the Commission in Morgan Stanley and
Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings
Corporation (pub. avail. May 13, 1988), as interpreted in the


 


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Commission’s
letter to Shearman & Sterling dated July 2, 1993 and similar no-action
letters; and (y) must comply with the registration and prospectus delivery
requirements of the Act in connection with any secondary resale transaction and
must be covered by an effective registration statement containing the selling security
holder information required by Item 507 or 508, as applicable, of Regulation
S-K under the Act if the resales are of New Securities obtained by such Holder
in exchange for Securities acquired by such Holder directly from the Issuers or
the Guarantors or one of their Affiliates. 
Accordingly, each Holder participating in the Registered Exchange Offer
shall be required to represent to the Issuers and the Guarantors that, at the
time of the consummation of the Registered Exchange Offer:


 


(i)                                     any
New Securities received by such Holder will be acquired in the ordinary course
of business;


 


(ii)                                  such
Holder will have no arrangement
or understanding with any Person to participate in the distribution of the
Securities or the New Securities within the meaning of the Act; and


 


(iii)                               such
Holder is not an Affiliate of the Issuers or the Guarantors.


 


3.                                       Shelf Registration.  (a)  If
(i) due
to any change in law or
applicable interpretations thereof by the Commission’s staff, the Issuers and
the Guarantors determine upon advice
of their outside counsel that they are not permitted to effect the Registered
Exchange Offer as contemplated by Section 2 hereof; (ii) for any
other reason the Registered Exchange Offer is not consummated within 360 days
of the date hereof;(iii) any Initial Purchaser
so requests with respect to Securities that are not eligible to
be exchanged for New Securities in the Registered Exchange Offer and that are held by it following consummation of the
Registered Exchange Offer, or (iv) any Holder (other than an
Initial Purchaser) is not eligible to participate in the Registered Exchange
Offer, the Issuers and
the Guarantors  shall effect a Shelf Registration Statement in accordance
with subsection (b) below.


 


(b)                                 (i)  The Issuers and the
Guarantorsshall as
promptly as practicable (but in no event more than 100 days after so required
or requested pursuant to this Section 3), file with the Commission and
thereafter shall use their reasonable
best efforts to cause
to be declared effective under the Act, within 180 days after it is filed, a Shelf Registration Statement relating to
the offer and sale of the Securities or the New Securities, as applicable, by
the Holders thereof from
time to time in accordance with the methods of distribution elected by such
Holders and set forth in such Shelf Registration Statement; provided, however,
that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities held
by it covered by such Shelf Registration Statement unless such Holder agrees in
writing to be bound by all of the provisions of this Agreement applicable to
such Holder; and provided  further, that with respect to New Securities received by an
Initial Purchaser in exchange for Securities constituting any portion of an
unsold allotment, the Issuers and the Guarantors may, if permitted by current interpretations
by the Commission’s staff, file a post-effective amendment to the Exchange
Offer Registration Statement containing the information required by Item 507 or
508 of Regulation S-K,
as applicable, in satisfaction of their obligations under this subsection with
respect thereto, and any such Exchange Offer Registration Statement, as so
amended, shall be referred to herein as, and governed by the provisions herein
applicable to, a Shelf Registration Statement.


 


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(ii)                                  The Issuers and the Guarantors shall use their reasonable best efforts to keep the Shelf Registration
Statement continuously effective, supplemented and amended as
required by the Act, in order to permit the
Prospectus forming part thereof to be usable by Holders for a period of two years from the date the Shelf Registration
Statement is declared effective by the Commission or such shorter period that
will terminate when all the Securities or New Securities, as applicable,
covered by the Shelf Registration Statement have been sold pursuant to the
Shelf Registration Statement under the Act (in any such case, such period being called
the “Shelf Registration Period”).  The
Issuers and the Guarantors shall
be deemed not to have used their reasonable best efforts to keep the Shelf Registration
Statement effective during the requisite period if either Issuer or
any Guarantor voluntarily takes any
action that would result in Holders of Securities covered thereby not being
able to offer and sell such Securities during that period, unless (A) such action is required by applicable
law; or (B) such action is taken by such Issuer
or such Guarantor in good faith and for
valid business reasons (not including avoidance of the Issuers’ or
the Guarantors’ obligations hereunder),
including the acquisition or divestiture of assets, so long as the Issuers and
the Guarantors promptly thereafter
comply with the requirements of Section 5(k) hereof, if applicable.


 


(iii)                               The
Issuers and the Guarantors shall cause the Shelf Registration Statement and the
related Prospectus and any amendment or supplement thereto, as of the effective
date of the Shelf Registration Statement or such amendment or supplement, (A)
to comply in all material respects with the applicable requirements of the Act
and the rules and regulations of the Commission; and (B) not to contain any
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading.


 


4.                                       Additional
Interest.


 


(a)                                  In
the event that (i) the Issuers and the Guarantors have not filed the Exchange
Offer Registration Statement or the Shelf Registration Statement with the
Commission on or before the date on which such Registration Statement is
required to be so filed pursuant to Section 2(a) and 3(b), respectively, or
(ii) such Exchange Offer Registration Statement or Shelf Registration Statement
has not been declared effective by the Commission under the Act on or before
the date on which such Registration Statement is required to be declared
effective under the Act pursuant to Section 2(a) or 3(b), respectively, or
(iii) the Exchange Offer has not been consummated within 210 days after the
date of issuance of the Securities, or (iv) the Exchange Offer Registration
Statement or Shelf Registration Statement required by Section 2(a) or 3(b)
hereof is filed and declared effective by the Commission under the Act but
shall thereafter cease to be effective (except as specifically permitted
herein) without being succeeded immediately by an additional Registration
Statement filed and declared effective by the Commission under the Act (each
such event referred to in clauses (i) through (iv) is referred to herein as a
“Registration Default”), then the interest rate on the New Securities will be
increased, for the period from the occurrence of the Registration Default until
such time as all Registration Defaults are cured (at which time the interest
rate will be reduced to its initial rate) by 0.25% per annum during the first
90-day period following the occurrence and during the continuation of the
Registration Default, and by 0.25% per annum for each subsequent 90-day period
during which such Registration


 


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Default
continues.  The interest rate will not
at any time be increased by greater than 1.00% per annum.


 


(b)                                 Without
limiting the remedies available to the Initial Purchasers and the Holders, the
Issuers and the Guarantors acknowledge that any failure by the Issuers or the
Guarantors to comply with their obligations under Section 2(a) or 3(b) hereof
may result in material irreparable injury to the Initial Purchasers or the
Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Issuers’ and the
Guarantors’ obligations under Section 2(a) or Section 3(b) hereof.


 


5.                                       Additional
Registration Procedures.  In
connection with any Shelf Registration Statement and, to the extent applicable,
any Exchange Offer Registration Statement, the following provisions shall
apply.


 


(a)                                  The Issuers and the Guarantors shall:


 


(i)                                     furnish to you, not less than
five Business Days prior to the filing
thereof with the Commission, a copy of any Exchange Offer Registration
Statement and any Shelf
Registration Statement, and each amendment thereof and each amendment or
supplement, if any, to the Prospectus included therein (including
all documents incorporated by reference therein after the initial filing) and shall use their reasonable best efforts
to reflect in each such document, when so filed with the Commission, such
comments as you reasonably propose;


 


(ii)                                  include the information set forth in Annex A
hereto on the facing page of
the Exchange Offer Registration Statement, in Annex B hereto in the forepart of
the Exchange Offer Registration Statement in a section setting forth details of
the Exchange Offer,  in
Annex C hereto in the underwriting or plan of distribution section of the
Prospectus contained in
the Exchange Offer Registration Statement, and in Annex D hereto in the letter
of transmittal delivered pursuant to the Registered Exchange Offer;


 


(iii)                               if requested by an Initial Purchaser, include the information
required by Item 507 or 508 of Regulation S-K, as applicable, in the Prospectus
contained in the
Shelf Registration Statement; and


 


(iv)                              in
the case of a Shelf Registration
Statement, include the names of the Holders that propose to sell Securities
pursuant to the Shelf Registration Statement as selling security holders.


 


(b)                                 The Issuers and the Guarantors shall ensure that:


 


(i)                                     any Registration Statement and any amendment
thereto and any Prospectus forming part thereof and any amendment or supplement
thereto comply in all material respects with the Act and the rules and
regulations thereunder; and


 


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(ii)                                  any Registration Statement and any amendment
thereto do not, when they become effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.


 


(c)                                  The Issuers and the Guarantors shall advise you, the Holders of Securities
covered by any Shelf Registration Statement  and any Exchanging Dealer under
any Exchange Offer Registration Statement that
has provided in writing to the Issuers and the Guarantors a telephone or facsimile number and address
for notices,
and, if requested in writing
by you or any such Holder or Exchanging Dealer, shall confirm such advice in writing
(which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the Issuers and the
Guarantors shall have remedied the basis for such suspension):


 


(i)                                     when a Registration Statement and any
amendment thereto have been filed with the Commission and when the Registration
Statement or any post-effective amendment thereto has become effective;


 


(ii)                                  of any request by the Commission for any
amendment or supplement to the
Registration Statement or the Prospectus or for additional information;


 


(iii)                               of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose;


 


(iv)                              of the receipt by the Issuers and
the Guarantors of any notification
with respect to the suspension of the qualification of the Securities included
therein for sale in any jurisdiction or the initiation of any proceeding for
such purpose; and


 


(v)                                 of the happening of any event that requires
any change in the Registration Statement or the Prospectus so that, as of such
date, the statements therein are not misleading and do not omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the Prospectus, in the light of the circumstances under which they
were made) not misleading.


 


(d)                                 The Issuers and the Guarantors shall use their reasonable best efforts to obtain the withdrawal of any
order suspending the effectiveness of any Registration Statement or
the qualification of the Securities therein for sale in any jurisdiction at the earliest possible time.


 


(e)                                  The Issuers and the Guarantors shall furnish to each Holder of Securities covered
by any Shelf Registration
Statement, without charge, at least one copy of such Shelf Registration
Statement and any post-effective amendment thereto, including all
material incorporated therein by reference,
and, if the Holder so requests in writing, all exhibits thereto (including exhibits incorporated by reference
therein).


 


(f)                                    The Issuers and the Guarantors shall, during the Shelf Registration Period,
deliver to each Holder of Securities covered by any Shelf Registration Statement, without
charge, as many copies of the Prospectus (including each preliminary
Prospectus) included in


 


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such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request.  The
Issuers and the Guarantors consent
to the use of the Prospectus or any amendment or supplement thereto by each of
the selling Holders of Securities in connection with the offering and sale of
the Securities covered by the Prospectus, or any amendment or supplement thereto,
included in the Shelf Registration Statement.


 


(g)                                 The Issuers and the Guarantors shall furnish to each Exchanging Dealer which
so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including all
material incorporated by reference therein,
and, if the Exchanging Dealer so requests in writing, all exhibits thereto
(including exhibits
incorporated by reference therein).


 


(h)                                 The Issuers and the Guarantors shall promptly deliver to each Initial
Purchaser, each Exchanging Dealer and
each other Person required to deliver a Prospectus
during the effectiveness of the Exchange Offer Registration Statement, without charge, as many copies of the
Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as any such Person may reasonably request.  The
Issuers and the Guarantors consent
to the use of the Prospectus or any amendment or supplement thereto by any Initial
Purchaser, any Exchanging  Dealer
and any such other Person that
may be required to deliver a Prospectus following the Registered Exchange
Offer in connection with the offering and sale of the New Securities covered by
the Prospectus, or any amendment or supplement thereto, included in the
Exchange Offer Registration Statement.


 


(i)                                     Prior to the Registered Exchange Offer or any
other offering of Securities pursuant to any Registration Statement, the
Issuers and the Guarantors shall
arrange, if necessary, for the qualification of the Securities or the New Securities for sale under the
laws of such jurisdiction as
any Holder  shall reasonably request and will
maintain such qualification in effect so long as required; provided that in no event shall either Issuer or any Guarantor
be obligated to qualify to do business in any
jurisdiction where it is
not then so qualified or to take any action that would subject it to service of process in
suits, other than those arising out of the Initial Placement, the Registered
Exchange Offer or any offering pursuant to a Shelf Registration Statement, in any such jurisdiction where it
is not then so subject.


 


(j)                                     If
any of the Securities or the New Securities are not issued in global form, then
the Issuers and
the Guarantors shall cooperate with
the Holders of Securities to facilitate the timely preparation and delivery of
certificates representing New Securities
or Securities to be issued
or sold pursuant to any
Registration Statement free of any restrictive legends and in such
denominations and registered in such names as Holders may request.


 


(k)                                  Upon the occurrence of any event contemplated
by subsections (c)(ii) or (v) above, the Issuers and the
Guarantors shall promptly prepare
a post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to Initial Purchasers of the securities included therein, the
Prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.  In such circumstances, the period of
effectiveness of the Exchange Offer Registration Statement provided for in
Section 2 and the


 


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Shelf Registration
Statement provided for in Section 3(b) shall each be extended by the number of
days from and including the date of the giving of a notice of suspension
pursuant to Section 5(c) to and including the date when the Initial Purchasers,
the Holders of the Securities and any known Exchanging Dealer shall have
received such amended or supplemented Prospectus pursuant to this Section.


 


(l)                                     Not later than the effective date of any
Registration Statement, the Issuers and the Guarantors shall provide a CUSIP number for the Securities or the
New Securities, as the case
may be, registered under such Registration Statement and provide the Trustee with
certificates for such Securities or New Securities, in a form eligible for
deposit with The Depository Trust Company.


 


(m)                               The Issuers and the Guarantors shall comply with all applicable
rules and regulations of the
Commission and shall make generally available to the Issuers’  security holders as soon as practicable after
the effective date of the applicable Registration Statement an earnings
statement satisfying the provisions of Section 11(a) of the Act.


 


(n)                                 The Issuers and the Guarantors shall cause the Indenture to be qualified
under the Trust Indenture Act in a timely manner.


 


(o)                                 The Issuers and the Guarantors may require each Holder of Securities to be
sold pursuant to any Shelf Registration Statement to furnish to the Issuers and
the Guarantors such information
regarding the Holder
and the distribution of such Securities as the Issuers and the
Guarantors may from time to time
reasonably require for inclusion in such Registration Statement.   The
Issuers and the
Guarantors may exclude from such Shelf Registration Statement the Securities of any Holder that
unreasonably fails to furnish such information within a reasonable time after
receiving such request.


 


(p)                                 In
the case of any Shelf Registration Statement, the Issuers and the Guarantors shall enter into such
agreements and take all other
appropriate actions (including, if requested, an underwriting
agreement in customary form) in
order to expedite or facilitate the registration or the disposition of the
Securities, and in connection therewith, if an underwriting agreement is
entered into, cause the same to contain indemnification provisions and
procedures no less favorable than those set forth in Section 7 (or such other provisions and procedures acceptable
to the Majority Holders and the
Managing Underwriters, if any, with respect to all parties to be indemnified
pursuant to Section 7).


 


(q)                                 In the case of any Shelf Registration
Statement, the Issuers and the Guarantors shall:


 


(i)                                     make reasonably available for inspection by
the Holders of Securities to be registered thereunder, any underwriter
participating in any disposition pursuant to such Registration Statement, and
any attorney, accountant or other agent retained by the Holders or any such
underwriter all relevant financial and other records, pertinent partnership,
corporate or limited liability company documents
and properties of the Issuers and the Guarantors and their  respective subsidiaries;


 


11

















 


(ii)                                  cause the Issuers’ and the
Guarantors’ respective officers, directors
and employees to supply all relevant information reasonably requested by the
Holders or any such underwriter, attorney, accountant or agent in connection
with any such Registration Statement as is customary for similar due diligence
examinations; provided, however, that any information that is
designated in writing by the Issuers or the Guarantors, in good faith, as confidential at the time
of delivery of such information shall be kept confidential by the Holders or
any such underwriter, attorney, accountant or agent, unless such disclosure is
made in connection with a court proceeding or required by law, or such
information becomes available to the public generally or through a third party
without an accompanying obligation of confidentiality;


 


(iii)                               make such representations and warranties to
the Holders of Securities registered thereunder and the underwriters, if any,
in form, substance and scope as are customarily made by issuers to underwriters
in primary underwritten offerings and covering matters including, but not
limited to, those set forth in the Purchase Agreement;


 


(iv)                              obtain opinions of counsel to the Issuers and
the Guarantors and updates thereof
(which counsel and opinions (in form, scope and substance) shall be reasonably
satisfactory to the Managing Underwriters, if any) addressed to each selling
Holder and the underwriters, if any, covering such matters as are customarily
covered in opinions requested in underwritten offerings and such other matters
as may be reasonably requested by such Holders and underwriters;


 


(v)                                 obtain “cold comfort” letters and updates
thereof from the independent certified public accountants of the Issuers and
the Guarantors (and, if necessary, any
other independent certified public accountants of any subsidiary of the Issuers
and the Guarantors or
of any business acquired by the Issuers and the Guarantors for which financial statements and financial
data are, or are required to be, included in the Registration Statement),
addressed to each selling Holder of Securities registered thereunder and the
underwriters, if any, in customary form and covering matters of the type
customarily covered in “cold comfort” letters in connection with primary
underwritten offerings; and


 


(vi)                              deliver such documents and certificates as
may be reasonably requested by the Majority Holders and the Managing
Underwriters, if any, including those to evidence compliance with Section 5(k)
and with any customary conditions contained in the underwriting agreement or
other agreement entered into by the Issuers or the Guarantors.


 


The actions set forth in clauses (iii), (iv), (v) and
(vi) of this Section shall be performed at (A) the effectiveness of such
Registration Statement and each post-effective amendment thereto; and (B) each closing under any underwriting
or similar agreement as and to the extent required thereunder.


 


(r)                                    [omitted]


 


12

















 


(s)                                  [omitted]


 


(t)                                    [omitted]


 


(u)                                 In
the event that any Broker-Dealer shall underwrite any Securities or participate
as a member of an underwriting syndicate or selling group or “assist in the
distribution” (within the meaning of the Conduct Rules and the By-Laws of the
National Association of Securities Dealers, Inc.) thereof, whether as a Holder
of such Securities
or as an underwriter, a placement or sales agent or a broker or dealer in
respect thereof, or otherwise, assist such Broker-Dealer in complying with the
requirements of such Rules and By-Laws, including, without limitation, by:


 


(i)                                     if
such Rules or By-Laws shall so require, engaging a “qualified independent
underwriter” (as defined in such Rules) to participate in the preparation of
the Registration Statement, to exercise usual standards of due diligence with respect thereto and, if
any portion of the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Securities;


 


(ii)                                  indemnifying
any such qualified
independent underwriter to the extent of the indemnification of underwriters
provided in Section 7 hereof; and


 


(iii)                               providing
such information to such
Broker-Dealer as may be required in order for such Broker-Dealer to comply with
the requirements of such Rules.


 


(iv)                              The
Issuers and the Guarantors shall use their reasonable best efforts to take all other steps
necessary to effect the registration of the Securities or the New Securities,
as the case may be, covered by a Registration Statement.


 


6.                                       Registration Expenses.  The
Issuers and the Guarantors  bear
all expenses incurred in connection with the performance of their obligations
under Sections 2, 3 and 5 hereof and, in the event of any Shelf
Registration Statement, will reimburse the Holders for the reasonable fees and
disbursements of one firm or counsel designated by the Majority Holders to act
as counsel for the Holders in connection therewith, and, in the case of any
Exchange Offer Registration Statement, will reimburse the Initial Purchasers for the reasonable fees and disbursements of
counsel acting in connection therewith.


 


7.                                       Indemnification and
Contribution.  (a)  The Issuers and
each Guarantor agree to indemnify and
hold harmless each Holder of Securities or New Securities, as the
case may be, covered by
any Registration Statement
(including each Initial Purchaser and, with respect to any Prospectus delivery
as contemplated in Section 5(h) hereof, each Exchanging Dealer), the directors,
officers, employees and agents of each such Holder and each Person who controls
any such Holder within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities, joint or several,
to which they or any of them may become subject under the Act, the Exchange Act
or other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement as originally filed or in any


 


13

















 


amendment thereof, or in any preliminary Prospectus or
the Prospectus,
or in any amendment thereof or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, and agree to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided,
however, that (i) the
Issuers and the Guarantors
will not be liable in any case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or
alleged untrue statement or omission or alleged omission made therein in
reliance upon and in conformity with written information furnished to the
Issuers or the Guarantors by
or on behalf of any such Holder specifically for inclusion therein.  This indemnity agreement will be in addition
to any liability which the Issuers or the Guarantors may otherwise have.


 


The Issuers and each Guarantor also agree to indemnify or contribute as
provided in Section 7(d) to Losses of any underwriter of Securities or
New Securities, as the case may be, registered
under a Shelf Registration Statement, their directors, officers, employees or agents and each Person who controls such underwriter
on substantially the same basis as that of the indemnification of the Initial
Purchasers
and the selling Holders provided in this Section 7(a). The Issuers and each Guarantor shall, if requested by any Holder, enter
into an underwriting agreement reflecting such agreement, as provided in
Section 5(p) hereof.


 


(b)                                 Each Holder of securities covered by a
Registration Statement (including each Initial Purchaser and, with respect to
any Prospectus delivery as contemplated in Section 5(h) hereof, each Exchanging
Dealer) severally and not jointly agrees to indemnify and hold harmless the Issuers,
the Guarantors, the directors of the Issuers and the Guarantors, the officers of the Issuers and the
Guarantors  who
sign such Registration Statement and each Person who controls the Issuers
or the Guarantors within the meaning of
either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Issuers and the Guarantors to each such Holder, but only with reference
to written information relating to such Holder furnished to the Issuers and
the Guarantors by or on behalf of such
Holder specifically for inclusion in the documents referred to in the foregoing
indemnity.  This indemnity agreement
will be in addition to any liability which any such Holder may otherwise have.


 


(c)                                  Promptly after receipt by an indemnified
party under this Section 7 or notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section, notify the indemnifying party in writing
of the commencement thereof; but the failure so to notify the indemnifying
party (i) will not relieve it from liability under paragraph
(a) or (b) above unless and to
the extent it did not otherwise learn of such action and such failure results
in the forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraph (a) or (b) above.  The indemnifying party shall be entitled to appoint counsel of
the indemnifying party’s choice at the indemnifying party’s expense to
represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by the
indemnified party or parties except as set forth below); provided, however,
that such counsel shall be satisfactory to the indemnified party.  Notwithstanding the


 


14

















 


indemnifying party’s election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel if (i) the use of counsel chosen by the indemnifying
party to represent the indemnified party would present such counsel with a
conflict of interest; (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall
authorize the indemnified party to employ separate counsel at the expense of
the indemnifying party.  An indemnifying
party will not, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to
any pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party from all liability arising out of such claim, action,
suit or proceeding.


 


(d)                                 In the event that the indemnity provided in paragraph
(a) or (b) of this Section 7
is unavailable to or
insufficient to hold harmless an indemnified party for any reason, then each applicable
indemnifying party shall have a joint and several obligation to contribute to
the aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending
same) (collectively “Losses”) to which such indemnified party may be subject in
such proportion as is appropriate to reflect the relative benefits received by
such indemnifying party, on the one hand, and such indemnified party, on the
other hand, from the Initial Placement and the Registration Statement which
resulted in such Losses; provided, however, that in no case shall
any Initial Purchaser or any subsequent Holder of any Security or New Security
be responsible, in the aggregate, for any amount in excess of the purchase
discount or commission applicable to such Security, or in the case of a New
Security, applicable to the Security that was exchangeable into such New
Security, as set forth on the cover page of the Final Memorandum, nor shall any
underwriter be responsible for any amount in excess of the underwriting
discount or commission applicable to the securities purchased by such
underwriter under the Registration Statement which resulted in such
Losses.  If the allocation provided by
the immediately preceding sentence is unavailable for any reason, the
indemnifying party and the indemnified party shall contribute in such
proportion as is appropriate to reflect not only such relative benefits but
also the relative fault of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with the statements or
omissions which resulted in such Losses as well as any other relevant equitable
considerations.  Benefits received by
the Issuers or the Guarantors shall
be deemed to be equal to the sum of (x) the total net proceeds from the Initial
Placement (before deducting expenses) as set forth on the cover page of the
Final Memorandum and (y) the total amount of additional interest which the
Issuers and the Guarantors were
not required to pay as a result of registering the securities covered by the
Registration Statement which resulted in such Losses.  Benefits received by the Initial Purchasers shall be deemed to be equal to the total
purchase discounts and commissions as set forth on the cover page of the Final
Memorandum, and benefits received by any other Holders shall be deemed to be
equal to the value of receiving


 


15

















 


Securities or New Securities, as applicable,
registered under the Act.  Benefits
received by any underwriter shall be deemed to be equal to the total
underwriting discounts and commissions, as set forth on the cover page of the
Prospectus forming a part of the Registration Statement which resulted in such
Losses.  Relative fault shall be
determined by reference to, among other things, whether any alleged untrue
statement or omission relates to information provided by the indemnifying
party, on the one hand, or by the indemnified party, on the other hand,
the intent of the parties and their relative knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission.  The
parties agree that it would not be just and equitable if contribution were
determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or
any other method of allocation which does not take account of the equitable
considerations referred to above. 
Notwithstanding the provisions of this paragraph (d), no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall
be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.  For
purposes of this Section 7,
each Person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder
shall have the same rights to contribution as such Holder, and each Person who
controls the Issuers and the Guarantors within the meaning of either the Act or the
Exchange Act, each officer of the Issuers and the Guarantors who shall have signed the Registration
Statement and each director of the Issuers and the Guarantors shall have the same rights to contribution as
the Issuers and the Guarantors,
subject in each case to the applicable terms and conditions of this paragraph
(d).


 


(e)                                  The provisions of this Section 7
will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Issuers and the Guarantors or
any of the officers, directors or controlling Persons referred to in this
Section hereof, and will
survive the sale by a Holder of securities covered by a Registration Statement.


 


8.                                       Underwritten
Registrations.  (a)  If any of the
Securities or New Securities, as the case may be, covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the Managing
Underwriters shall be selected by the Majority Holders and shall be reasonably
satisfactory to the Partnership.


 


(b)                                 No
Person may participate in any underwritten offering pursuant to any Shelf
Registration Statement, unless such Person (i) agrees to sell such Person’s
Securities or New Securities, as the case may be, on the basis reasonably
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements; and (ii) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.


 


9.                                       No Inconsistent Agreements.  The
Issuers and the
Guarantors have not, as of the date hereof, entered into, nor
shall they,
on or after the date hereof, enter into, any agreement with respect to their
securities that is inconsistent with the rights granted to the Holders herein
or otherwise conflicts with the provisions hereof.


 


10.                                 Amendments and Waivers.  The
provisions of this Agreement, including the provisions of this sentence, may
not be amended, qualified, modified or supplemented, and


 


16

















 


waivers or consents to departures from the provisions
hereof may not be given, unless the Issuers and the
Guarantors have obtained the
written consent of the Majority
Holders (or, after the consummation of any Registered Exchange Offer in accordance with Section 2
hereof, of New Securities); provided that, with respect to any matter
that directly or indirectly affects the rights of any Initial Purchaser
hereunder, the Issuers and the Guarantors shall obtain the written consent of each such
Initial Purchaser against which such amendment, qualification, supplement,
waiver or consent is to be effective. 
Notwithstanding the foregoing (except the foregoing proviso), a waiver
or consent to departure from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose Securities or
New Securities, as the case may be, are
being sold pursuant to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by the Majority
Holders, determined on the basis of Securities or New Securities, as
the case may be, being sold rather than
registered under such Registration Statement.


 


11.                                 Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, first-class mail, telex, telecopier or air
courier guaranteeing overnight delivery:


 


(a)                                  if to a Holder, at the most current address
given by such Holder
to the Issuers in accordance with the provisions of this Section, which address
initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar under the Indenture, with a copy in like manner to
UBS Securities LLC;


 


(b)                                 if to you, initially at the respective
addresses set forth in the Purchase Agreement;


 


(c)                                  if to the Issuers, initially at the address
set forth in the Purchase Agreement; and


 


(d)                                 if
to the Guarantors, initially at 333 Clay Street, Suite 1600, Houston, Texas
77002.


 


All such notices and communications shall be deemed to
have been duly given when received.


 


The Initial Purchasers, the Issuers or the Guarantors
by notice to the other parties
may designate additional or
different addresses for subsequent notices or communications.


 


12.                                 Successors
and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Issuers or the Guarantors thereto, subsequent Holders of Securities and the New
Securities.  The Issuers and the
Guarantors hereby agree to extend the benefits of this Agreement to any Holder
of Securities and the
New Securities,
and any such Holder may specifically enforce the provisions of this Agreement
as if an original party hereto.


 


17

















 


13.                                 Counterparts. 
This agreement may be in signed counterparts, each of which shall constitute
an original and all of which
together shall constitute one and the same agreement.


 


14.                                 Purchases and Sales of
Securities.
 The Issuers
and the Guarantors
shall not, and shall use their best efforts to cause their affiliates (as
defined in Rule 405 under the Act) not to, purchase and then resell or otherwise
transfer any Securities for two (2) years, or if a Shelf
Registration Statement shall become effective during such two (2) year period,
for the period of such effectiveness.


 


15.                                 Third Party Beneficiaries. 
Each Holder shall be a third party beneficiary to the agreements made
hereunder between the Issuers and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right
to enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of other Holders
hereunder.


 


16.                                 Headings.  The
headings used herein are
for convenience only and shall not affect the construction hereof.


 


17.                                 Applicable Law. 
This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed in the State
of New York.


 


18.                                 Severability.  In
the event that any one of more of the provisions contained herein, or the
application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.


 


19.                                 Securities Held by the Issuers,
the Guarantors, etc. 
Whenever the consent or approval of Holders of a specified percentage of
principal amount of Securities or New Securities is required hereunder,
Securities or New Securities, as applicable, held by the Issuers, the
Guarantors or their Affiliates
(other than subsequent Holders of Securities or New Securities if such
subsequent Holders are deemed to be Affiliates solely by reason of their
holdings of such Securities or New Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


 


18

















 


If the foregoing
is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your
acceptance shall represent a building agreement among the Issuers, the
Guarantors and the several Initial Purchasers.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  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, General Counsel

  and Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PAA
  FINANCE CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Tim Moore

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim
  Moore

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, General Counsel

  and Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PLAINS
  MARKETING, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING GP INC.

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Tim Moore

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim
  Moore

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, General Counsel

  and Secretary

  



 


19

















 


	
   

  	
  ALL
  AMERICAN PIPELINE, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING GP INC.

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Tim Moore

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim
  Moore

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, General Counsel

  and Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PLAINS
  MARKETING GP INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Tim Moore

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim
  Moore

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, General Counsel

  and Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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, General Counsel

  and Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PMC
  (NOVA SCOTIA) COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Tim Moore

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim
  Moore

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, General Counsel

  and Secretary

  
						



 


20

















 


	
   

  	
  PLAINS
  MARKETING CANADA, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PMC
  (NOVA SCOTIA) COMPANY

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Tim Moore

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Tim
  Moore

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice
  President, General Counsel

  and Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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, General Counsel

  and Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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, General Counsel

  and Secretary

  
							



 


21

















 


	
   

  	
  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, General Counsel

  and Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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, General Counsel

  and Secretary

  
						



 


22

















 


	
  The foregoing Agreement
  is hereby

  confirmed and accepted as of the

  date first above written.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  UBS SECURITIES LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


23