exv10w1



 





FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT




[US/Canada Facilities]




     THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) dated as of the 31st day of July, 2007, by and among PLAINS ALL
AMERICAN PIPELINE, L.P. (“US Borrower”), PMC (NOVA SCOTIA) COMPANY and PLAINS MARKETING
CANADA, L.P. (each an “Original Canadian Borrower” and collectively, “Original Canadian
Borrowers”), RANGELAND PIPELINE COMPANY, a Nova Scotia unlimited liability company
(“Rangeland”, and together with Original Canadian Borrowers, “Canadian Borrowers”),
BANK OF AMERICA, N.A., as Administrative Agent, BANK OF AMERICA, N.A., acting through its Canada
Branch, as Canadian Administrative Agent, and the Lenders party hereto.



W I T N E S S E T H:




     WHEREAS, US Borrower, Original Canadian Borrowers, Administrative Agent, Canadian
Administrative Agent and the Lenders named therein entered into that certain Second Amended and
Restated Credit Agreement [US/Canada Facilities] dated as of July 31, 2006 (the “Original
Agreement”) for the purposes and consideration therein expressed; and



     WHEREAS, US Borrower, Canadian Borrowers, Administrative Agent, Canadian Administrative Agent
and Lenders desire to amend the Original Agreement for the purposes described herein;



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



ARTICLE I. — Definitions and References




     § 1.1. Terms Defined in the Original Agreement. Unless the context otherwise requires
or unless otherwise expressly defined herein, the terms defined in the Original Agreement shall
have the same meanings whenever used in this Amendment.



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




     “Amendment” means this First Amendment to Credit Agreement.




     “Credit Agreement” means the Original Agreement as amended hereby.



ARTICLE II. — Amendments




     § 2.1. Definitions.



     (a) The definition of “Canadian Borrowers” set forth in Section 1.1 of the Original Agreement
is hereby amended in its entirety to read as follows:



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     “Canadian Borrowers” means collectively, until termination of US Borrower’s
right to allocate a portion of the US Total Committed Amount as the Canadian Allocated Total
Commitment, PMC (Nova Scotia) Company, a Nova Scotia unlimited liability company, Plains
Marketing Canada, L.P., an Alberta limited partnership, and Rangeland Pipeline Company, a
Nova Scotia unlimited liability company; “Canadian Borrower” means, individually,
any of such Persons.




The definition of “Change of Control” set forth in Section 1.1 of the Original Agreement is
hereby amended by adding the following paragraph at the end thereof:




Notwithstanding the foregoing, no Change of Control shall be deemed to have occurred in
connection with, or as a result of, a direct or indirect restructuring or reorganization of
the General Partner, any related securitization of the direct or indirect equity interests
in the General Partner, and any one or more sales of direct or indirect equity interests in
the General Partner, either through public or private sales of such equity interests, if GP
LLC retains direct or indirect control over the General Partner.



     Clause (ii)(a) of the definition of “Consolidated Tangible Net Worth” set forth in Section 1.1
of the Original Agreement is hereby amended in its entirety to read as follows:




(a) US Borrower’s Consolidated liabilities (excluding (1) liabilities of Unrestricted
Subsidiaries, to the extent included therein, and (2) Hybrid Securities up to an aggregate
amount of 15% of Consolidated Total Capitalization) as determined in accordance with GAAP



     The definition of “Restriction Exception” set forth in Section 1.1 of the Original Agreement
is hereby amended by deleting “and” immediately prior to clause (viii) thereof, adding “; and”
immediately following clause (viii) thereof, and adding a new clause (ix) at the end thereof, to
read as follows:




(ix) Hybrid Securities or an indenture, document, agreement or security entered into or
issued in connection with a Hybrid Security or otherwise constituting a restriction or
condition on the payment of dividends or distributions by an issuer of a Hybrid Security.



     (b) Section 1.1 of the Original Agreement is hereby amended by adding the following new
defined terms in the proper alphabetical order therein:




     “Consolidated Net Worth” means, at any date of determination, the sum of (i)
preferred stock (if any), (ii) par value of common stock, (iii) capital in excess of par
value of common stock, (iv) partners’ capital or equity, and (v) retained earnings, less
treasury stock (if any), of such Person, all as determined on a consolidated basis.




     “Consolidated Total Capitalization” means the sum of (i) Consolidated Funded
Indebtedness and (ii) Borrower’s Consolidated Net Worth.




     “Hybrid Securities” means any trust preferred securities, or deferrable
interest subordinated debt with a maturity of at least 20 years, which provides for the
optional or mandatory deferral of interest or distributions, issued by US Borrower, or any
business trusts, limited liability companies, limited partnerships or similar entities (i)
substantially



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all of the common equity, general partner or similar interests of which are owned
(either directly or indirectly through one or more wholly owned Restricted Subsidiaries) at
all times by US Borrower or any of its Restricted Subsidiaries, (ii) that have been formed
for the purpose of issuing trust preferred securities or deferrable interest subordinated
debt, and (iii) substantially all the assets of which consist of (A) subordinated debt of US
Borrower or a Restricted Subsidiary of US Borrower, and (B) payments made from time to time
on the subordinated debt.



     § 2.2. Debt Coverage Ratio. The first paragraph of Section 7.8 of the Original
Agreement is hereby amended in its entirety, to read as follows:



     Section 7.8. Debt Coverage Ratio. At the end of any Fiscal Quarter, the Debt
Coverage Ratio will not be greater than the amount set forth below for the applicable time
set forth below:



	 	 	 	 	 
	(i)

	 	During an Acquisition Period:
	 	 5.50 to 1.0
	 
	 	 	 	 
	(ii)

	 	Other than an Acquisition Period:
	 	 4.75 to 1.0







Section 7.8 of the Original Agreement is further amended by adding the following new paragraph
at the end thereof:




In addition, for purposes of this Section 7.8, Hybrid Securities up to an aggregate
principal amount of 15% of Consolidated Total Capitalization shall be excluded from
Consolidated Funded Indebtedness.



     § 2.3. Extension of Maturity Date. Borrower has, pursuant to Section 2.1(f) of the
Credit Agreement, requested a one-year extension of the Maturity Date. Each Lender a party hereto
hereby consents to a one-year extension of the Maturity Date to July 27, 2012.



     § 2.4. Additional Canadian Borrower. Rangeland is hereby added as an additional
Canadian Borrower under the Credit Agreement, any reference to “Canadian Borrower” in any Loan
Document shall hereinafter refer to each Original Canadian Borrower and Rangeland, any reference to
“either Canadian Borrower” in any Loan Document shall be deemed to refer to “any Canadian
Borrower”, and any reference to “neither Canadian Borrower” in any Loan Document shall be deemed to
refer to “no Canadian Borrower”. Rangeland hereby agrees that by the execution and delivery
hereof, Rangeland becomes a Canadian Borrower under the Credit Agreement and the Loan Documents as
of the date hereof and agrees to be bound by all of the terms thereof. Rangeland further agrees
from time to time, upon request of the Administrative Agent, to take such additional actions and to
execute and deliver such additional documents and instruments as the Administrative Agent may
request to effect its joinder as a new Canadian Borrower, the transactions contemplated hereby, and
to carry out the intent hereof. Any notice or other communication required or permitted to be
given shall be given pursuant to Section 10.3 of the Credit Agreement, and for all purposes
thereof, the notice address of Rangeland shall be the address of the Canadian Borrowers set forth
in Schedule 10.3 to the Credit Agreement.



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ARTICLE III. — Conditions of Effectiveness




         § 3.1. Effective Date. This Amendment shall become effective as of the date first
written above, when and only when




     (a) Administrative Agent shall have received, at Administrative Agent’s office a
counterpart of this Amendment executed and delivered by US Borrower, Canadian Borrowers and
Majority Lenders;




     (b) Administrative Agent shall have additionally received all of the following
documents, each document (unless otherwise indicated) being dated the date of receipt
thereof by Administrative Agent, duly authorized, executed and delivered, and in form and
substance satisfactory to Administrative Agent:




     (i) Canadian Notes made by Rangeland and payable to the order of each Canadian
Lender in the amount of such Canadian Lender’s Maximum Canadian Allocated
Commitment.




     (ii) A certificate of a Responsible Officer of GP LLC regarding Section 4.1(a)
hereof.




     (iii) Omnibus Certificate of the secretary or assistant secretary and any vice
president of Rangeland, which shall contain the names and signatures of the officers
of Rangeland authorized to execute Loan Documents and which shall certify to the
truth, correctness and completeness of the following exhibits attached thereto: (1)
a copy of resolutions duly adopted by the board of directors of Rangeland and in
full force and effect at the time this Amendment is entered into, authorizing the
execution of this Amendment, the Canadian Notes and the other Loan Documents
delivered or to be delivered in connection herewith and the consummation of the
transactions contemplated herein, (2) a copy of the charter documents of Rangeland
and all amendments thereto, certified by the appropriate official of its
jurisdiction of organization, and (3) a copy of the articles of association of
Rangeland.




     (iv) Favorable opinions of Tim Moore, Esq., General Counsel for Restricted Persons,
substantially in the form set forth in Exhibit E-1, Fulbright & Jaworski L.L.P.,
special Texas and New York counsel to Restricted Persons, substantially in the form
set forth in Exhibit E-2, and Bennett Jones LLP, special Canadian Counsel for
Restricted Persons, substantially in the form set forth in Exhibit E-3.




     (v) Such supporting documents as Administrative Agent may reasonably request.



ARTICLE IV. — Representations and Warranties




         § 4.1. Representations and Warranties of Borrowers. In order to induce Administrative
Agent and Lenders to enter into this Amendment, US Borrower and, with respect to itself and its
Subsidiaries, the Canadian Borrowers, represent and warrant to Administrative Agent and each Lender
that:



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     (a) The representations and warranties contained in Article V of the Original Agreement
are true and correct at and as of the time of the effectiveness hereof, except to the extent
that such representation and warranty was made as of a specific date or updated, modified or
supplemented as of a subsequent date with the consent of Majority Lenders, then in each case
such other date. No Default or Event of Default exists as of the date hereof and after
giving effect hereto. No Material Adverse Change has occurred since December 31, 2006.




     (b) Each Restricted Person is duly authorized to execute and deliver this Amendment, to
the extent a party hereto, and US Borrower and each Canadian Borrower is and will continue
to be duly authorized to borrow and perform its obligations under the Credit Agreement.
Each Restricted Person a party hereto has duly taken all action necessary to authorize the
execution and delivery of this Amendment and to authorize the performance of its obligations
hereunder.




     (c) The execution and delivery by each Restricted Person of this Amendment, to the
extent a party hereto, the performance by it of its obligations hereunder, and the
consummation of the transactions contemplated hereby, do not and will not (i) violate any
provision of any Law applicable to it or of the organizational documents of such Restricted
Person, or of any judgment, order or material license or permit applicable to or binding
upon any Restricted Person, (ii) result in the acceleration of any Indebtedness owed by it,
or (iii) result in the creation of any consensual Lien upon any of its material assets or
properties of any Restricted Person, except Permitted Liens, or , without duplication, as
expressly contemplated in, or permitted by, the Loan Documents. Except for those which have
been duly obtained, or, without duplication, as are expressly contemplated in , or permitted
by the Loan Documents, disclosed in the Disclosure Schedule or disclosed pursuant to Section
6.4 of the Credit Agreement, no consent, approval, authorization or order of any
Governmental Authority is required on the part of any Restricted Person a party thereto
pursuant to the provisions of any material Law applicable to it as a condition to its
execution and delivery by each Restricted Person of this Amendment and the performance of
its obligations hereunder, to the extent a party hereto, or to consummate the transactions
contemplated hereby.




     (d) When duly executed and delivered, this Amendment and each of the Loan Documents, as
amended hereby, will be a legal and binding instrument and agreement of each Restricted
Person to the extent a party hereto, enforceable in accordance with its terms, (subject, as
to enforcement of remedies, to applicable bankruptcy, insolvency and similar laws applicable
to creditors’ rights generally and general principles of equity).



ARTICLE V. — Miscellaneous




         § 5.1. Ratification of Agreements. The Original Agreement, as hereby amended, is
hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or
affected by this Amendment, are hereby ratified and confirmed in all respects by US Borrower and
each Canadian Borrower. Any reference to the Credit Agreement in any Loan Document shall be deemed
to refer to this Amendment also. The execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy
of Administrative Agent or any Lender under the Credit Agreement or any



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other Loan Document nor constitute a waiver of any provision of the Credit Agreement or any
other Loan Document.



         § 5.2. Ratification of Security Documents. Borrowers, Administrative Agent, Canadian
Administrative Agent and Lenders each acknowledges and agrees that any and all Obligations,
including Canadian Loans to Rangeland, are guarantied by the respective Guarantors.



         § 5.3. Survival of Agreements. All representations, warranties, covenants and
agreements of each Restricted Person a party hereto shall survive the execution and delivery of
this Amendment and the performance hereof, including without limitation the making or granting of
each Loan, and shall further survive until all of the Obligations under the Credit Agreement are
paid in full. All statements and agreements contained in any certificate or instrument delivered
by any Restricted Person hereunder or under the Credit Agreement to Administrative Agent or any
Lender shall be deemed to constitute representations and warranties by, or agreements and covenants
of, Borrower and each Canadian Borrower under this Amendment and under the Credit Agreement.



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



         § 5.5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA IN ALL RESPECTS, INCLUDING CONSTRUCTION, VALIDITY AND PERFORMANCE.



         § 5.6. Counterparts. This Amendment may be separately executed in counterparts and by
the different parties hereto in separate counterparts, each of which when so executed shall be
deemed to constitute one and the same Amendment. Delivery of an executed signature page by
facsimile transmission shall be effective as delivery of a manual executed counterpart.




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



	 	 	 	 	 
	US BORROWER:	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/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President - Finance and Treasurer 	 
	 
	 
	CANADIAN BORROWERS:	PMC (NOVA SCOTIA) COMPANY

 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson, Vice President and Treasurer 	 
	 	 	 	 
	 
	 	PLAINS MARKETING CANADA, L.P.

 	 
	 	By:  	PMC (Nova Scotia) Company,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson, Vice President and Treasurer 	 
	 	 	 	 
	 
	 	RANGELAND PIPELINE COMPANY

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson, Vice President  -- Finance
and Treasurer 	 
	 
	 	 	 
	GUARANTOR:	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/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President - Finance and Treasurer 	 


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	 	BANK OF AMERICA, N.A.,

Administrative Agent

 	 
	 	By:  	/s/ Todd Mac Neil
 	 
	 	 	Name:  	Todd Mac Neil 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., a Lender

 	 
	 	By:  	/s/ Christen A. Lacey
 	 
	 	 	Name:  	Christen A. Lacey 	 
	 	 	Title:  	Principal 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

acting through its Canada Branch,

as Canadian Administrative Agent

and a Canadian Lender

 	 
	 	By:  	/s/ Medina Sales de Andrade
 	 
	 	 	Name:  	Medina Sales de Andrade 	 
	 	 	Title:  	Vice President 	 
	 








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	 	WACHOVIA BANK, NATIONAL

ASSOCIATION,

Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/ Shawn Young
 	 
	 	 	Name:  	Shawn Young 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	WACHOVIA CAPITAL FINANCE

CORPORATION (CANADA), a Canadian Lender

 	 
	 	By:  	/s/ Raymond N. Eghobamien
 	 
	 	 	Name:  	Raymond N. Eghobamien 	 
	 	 	Title:  	Vice President 	 



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	 	JPMORGAN CHASE BANK, N.A.,

Co-Syndication Agent and a Lender

 	 
	 	By:  	/s/Tara Narasiman
 	 
	 	 	Name:  	Tara Narasiman 	 
	 	 	Title:  	Associate 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

TORONTO BRANCH,

a Canadian Lender

 	 
	 	By:  	/s/ Tara Narasiman
 	 
	 	 	Name:  	Tara Narasiman 	 
	 	 	Title:  	Associate 	 
	 




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	 	CITIBANK, N.A.,

Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ Todd Mogil
 	 
	 	 	Name:  	Todd Mogil 	 
	 	 	Title:  	Attorney-in-fact 	 
	 
	 	CITIBANK, N.A., Canadian branch,

a Canadian Lender

 	 
	 	By:  	/s/ Sheryl Holmes
 	 
	 	 	Name:  	Sheryl Holmes 	 
	 	 	Title:  	Authorized Signer 	 



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	 	THE BANK OF NOVA SCOTIA,

Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ D. Mills
 	 
	 	 	Name:  	D. Mills 	 
	 	 	Title:  	Director 	 
	 
	 	THE BANK OF NOVA SCOTIA,

a Canadian Lender

 	 
	 	By:  	/s/ Stacey Strike
 	 
	 	 	Name:  	Stacey Strike 	 
	 	 	Title:  	Director 	 
	 



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	 	FORTIS CAPITAL CORP.,

Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ David Montgomery
 	 
	 	 	Name:  	David Montgomery 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	/s/ Darrell Holley
 	 
	 	 	Name:  	Darrell Holley 	 
	 	 	Title:  	Managing Director 	 
	 
	 	FORTIS CAPITAL (CANADA) LTD.,

a Canadian Lender

 	 
	 	By:  	/s/ Doug Clark
 	 
	 	 	Name:  	Doug Clark 	 
	 	 	Title:  	SVP, Global Oil & Gas 	 
	 
	 	 	 
	 	By:  	/s/ Darrell Holley
 	 
	 	 	Name:  	Darrell Holley 	 
	 	 	Title:  	Managing Director 	 
	 




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	 	UBS AG, CANADA BRANCH,

a Canadian Lender

 	 
	 	By:  	/s/ Amy Fung
 	 
	 	 	Name:  	Amy Fung 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	/s/ Stephen Gerry
 	 
	 	 	Name:  	Stephen Gerry 	 
	 	 	Title:  	Director 	 
	 




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	 	BNP PARIBAS,

Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ Edward K. Chin
 	 
	 	 	Name:  	Edward K. Chin 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                 /s/ Richard J. Wernli
 	 
	 	 	Name:  	Richard J. Wernli 	 
	 	 	Title:  	Director 	 
	 
	 	BNP PARIBAS CANADA, a Canadian Lender

 	 
	 	By:  	/s/ Edward Pak
 	 
	 	 	Name:  	Edward Pak 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                 /s/ Michael Gosselin
 	 
	 	 	Name:  	Michael Gosselin 	 
	 	 	Title:  	Managing Director 	 



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	 	SUNTRUST BANK,

Co-Documentation Agent and a Lender

 	 
	 	By:  	/s/ Yann Pirio
 	 
	 	 	Name:  	Yann Pirio 	 
	 	 	Title:  	Vice President 	 
	 








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	 	DNB NOR BANK ASA,

Managing Agent and a Lender

 	 
	 	By:  	/s/ Philip F. Kurpiewski
 	 
	 	 	Name:  	Philip F. Kurpiewski 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Jack Sun
 	 
	 	 	 	 
	 	 	Name:  	Jack Sun	 
	 	 	Title:  	Vice President 	 
	 








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	 	WELLS FARGO BANK, N.A.

Managing Agent and a Lender

 	 
	 	By:  	/s/ Charles W. Randall
 	 
	 	 	Name:  	Charles W. Randall 	 
	 	 	Title:  	Vice President 	 
	 



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	 	THE BANK OF TOKYO-MITSUBISHI UFJ,

LTD., Managing Agent and a Lender

 	 
	 	By:  	/s/ Takatoshi Haruna
 	 
	 	 	Name:  	Takatoshi Haruna 	 
	 	 	Title:  	General Manager 	 
	 




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	 	SUMITOMO MITSUI BANKING

CORPORATION, Managing Agent and a Lender

 	 
	 	By:  	/s/ David Buck
 	 
	 	 	Name:  	David Buck 	 
	 	 	Title:  	Senior Vice President 	 
	 








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	 	COMERICA BANK,

a Lender

 	 
	 	By:  	/s/ Josh Strong
 	 
	 	 	Name:  	Josh Strong 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	COMERICA BANK, CANADA BRANCH,

a Lender

 	 
	 	By:  	/s/ Omer Ahmed
 	 
	 	 	Name:  	Omer Ahmed 	 
	 	 	Title:  	Portfolio Manager 	 
	 




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	 	BMO CAPITAL MARKETS FINANCING, INC.,

a Lender

 	 
	 	By:  	/s/ Cahal Carmody
 	 
	 	 	Name:  	Cahal Carmody 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	BANK OF MONTREAL, a Lender

 	 
	 	By:  	/s/ Cahal Carmody
 	 
	 	 	Name:  	Cahal Carmody 	 
	 	 	Title:  	Vice President 	 
	 



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	 	UNION BANK OF CALIFORNIA, N.A.,

a Lender

 	 
	 	By:  	/s/ Daniel A. Davis
 	 
	 	 	Name:  	Daniel A. Davis 	 
	 	 	Title:  	Vice President 	 
	 
	 	UNION BANK OF CALIFORNIA, N.A.,

CANADA BRANCH, a Lender

 	 
	 	By:  	/s/ Larry Sagriff
 	 
	 	 	Name:  	Larry Sagriff 	 
	 	 	Title:  	Vice President 	 
	 



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	 	ROYAL BANK OF CANADA,

a Lender

 	 
	 	By:  	/s/ David A. McCluskey
 	 
	 	 	Name:  	David A. McClusky 	 
	 	 	Title:  	Authorized Signatory 	 
	 




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	 	SOCIETE GENERALE,

a Lender

 	 
	 	By:  	/s/ Emmanuel Chesneau
 	 
	 	 	Name:  	Emmanuel Chesneau 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Chung – Taek Oh
 	 
	 	 	Name:  	Chung – Taek Oh	 
	 	 	Title: Vice President 	 
	 



	 	 	 	 	 
	 	SOCIETE GENERALE (CANADA)

 	 
	 	By:  	/s/ Charles Blue
 	 
	 	 	Name:  	Charles Blue 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Michael Rudanyez
 	 
	 	 	Name:  	Michael Rudanyez 	 
	 	 	Title:  	Vice President 	 
	 




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	 	HSBC BANK USA, NATIONAL ASSOCIATION

a Lender

 	 
	 	By:  	/s/ Mercedes Ahumada
 	 
	 	 	Name:  	Mercedes Ahumada 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION,

TORONTO BRANCH, a Canadian Lender

 	 
	 	By:  	/s/ Maya Cukierman
 	 
	 	 	Name:  	Maya Cukierman 	 
	 	 	Title:  	Authorized Signatory 	 



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	 	U.S. BANK NATIONAL ASSOCIATION,

a Lender

 	 
	 	By:  	/s/ Heather A. Han
 	 
	 	 	Name:  	Heather A. Han 	 
	 	 	Title:  	Assistant Vice President 	 
	 



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	 	ING CAPITAL LLC, a Lender

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




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	 	BAYERISCHE LANDESBANK,

CAYMAN ISLANDS BRANCH, a Lender

 	 
	 	By:  	/s/ Craig Anderson
 	 
	 	 	Name:  	Craig Anderson 	 
	 	 	Title:  	First Vice President 	 
	 
	 	 	 
	 	By:  	                   /s/ Donna M. Quilty
 	 
	 	 	Name:  	Donna M. Quilty 	 
	 	 	Title:  	Vice President 	 
	 



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	 	MIZUHO CORPORATE BANK, LTD., a Lender

 	 
	 	By:  	/s/ Hidekatsu Take
 	 
	 	 	Name:  	Hidekatsu Take 	 
	 	 	Title:  	Deputy General Manager 	 
	 



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	 	COMMERZBANK AG, NEW YORK AND

GRAND CAYMAN BRANCHES, a Lender

 	 
	 	By:  	/s/ Andrew Campbell
 	 
	 	 	Name:  	Andrew Campbell 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Barbara Stacks
 	 
	 	 	Name:  	Barbara Stacks 	 
	 	 	Title:  	Assistant Vice President 	 
	 








25









 











	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION,

a Lender

 	 
	 	By:  	/s/ Mark A. Serice
 	 
	 	 	Name:  	Mark A. Serice 	 
	 	 	Title:  	Vice President 	 
	 




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CONSENT AND AGREEMENT




     Each of the undersigned Guarantors hereby consents to the provisions of this Amendment and the
execution and delivery of Canadian Notes by Rangeland, and the transactions contemplated herein and
therein and hereby and thereby (i) acknowledges and agrees that any and all indebtedness,
liabilities or obligations of US Borrower and each Canadian Borrower, including Rangeland, arising
under or in connection with the Credit Agreement and the Notes, including Canadian Notes issued by
Rangeland, are Obligations and are guarantied indebtedness under such Guarantor’s Guaranty, (ii)
ratifies and confirms its Guaranty made by it for the benefit of Administrative Agent and Lenders,
and (iii) expressly acknowledges and agrees that such Guarantor guarantees all indebtedness,
liabilities and obligations of US Borrower and each Canadian Borrower, including Rangeland, arising
under or in connection with the Credit Agreement and the Notes, including Canadian Notes issued by
Rangeland, pursuant to the terms of such Guaranty, and agrees that its obligations and covenants
thereunder are unimpaired hereby and shall remain in full force and effect.



	 	 	 	 	 
	 	PLAINS MARKETING, L.P.

PLAINS PIPELINE, L.P.

 	 
	 	By:  	PLAINS MARKETING GP INC.,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	     /s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President and Treasurer 	 
	 



	 	 	 	 	 
	 	PAA FINANCE CORP.

PLAINS MARKETING GP INC.

PMC (NOVA SCOTIA) COMPANY

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President and Treasurer

	 
	 	PLAINS MARKETING CANADA LLC

 	 
	 
	 	By:  	PLAINS MARKETING, L.P.,
its sole member 
 	 
	 
	 	 	 
	 	By:  	                 PLAINS MARKETING GP INC.,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                /s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President and Treasurer 	 
	 



	 	 	 	 	 



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	 	PLAINS MARKETING CANADA, L.P.

 	 
	 	By:  	PMC (NOVA SCOTIA) COMPANY,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 	By:  	                /s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President and Treasurer 	 
	 
	 	BASIN PIPELINE HOLDINGS, L.P.

 	 
	 	By:  	Basin Holdings GP LLC, its general partner
 	 
	 	 	 
	 	By:  	     Plains Pipeline, L.P., its sole member
 	 
	 	 	 
	 	By:  	     Plains Marketing GP Inc., its general partner 	 
	 	 	 
	 	By:  	                /s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President and Treasurer 	 
	 
	 	RANCHO PIPELINE HOLDINGS, L.P.

 	 
	 	By:  	Rancho Holdings GP LLC,
 	 
	 	 	its general partner 	 
	 	 	 
	 	By:  	          Plains Pipeline, L.P., its sole member
 	 
	 
	 	By:  	     Plains Marketing GP Inc., its general partner
 	 
	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President and Treasurer 	 
	 
	 	BASIN HOLDINGS GP LLC

RANCHO HOLDINGS GP LLC

 	 
	 	By:  	Plains Pipeline, L.P., its sole member
 	 
	 	 	 	 
	 	By:  	     Plains Marketing GP Inc., its general partner
 	 
	 	 	 
	 	By:  	                /s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President and Treasurer 	 



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	 	PLAINS LPG SERVICES GP LLC

 	 
	 
	 	By:  	Plains Marketing, L.P. its Sole Member  	 
	 
	 	 	 
	 	By:  	         Plains Marketing GP Inc.,
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 
	 	 	 







	 	 	 	 	 
	 	  By:  	                  /s/ Al Swanson
 	 

	 	 	Al Swanson 	 
	 	 	Vice President and Treasurer 	 





	 	 	 	 	 
	 
	 	PLAINS LPG SERVICES, L.P.

 	 
	 	By:  	Plains LPG Services GP LLC,
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	        Plains Marketing, L.P., its Sole Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	        Plains Marketing GP Inc.,
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 
	 	 	 






	 	 	 	 	 
	 	  By:  	                 /s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President and Treasurer




	 	 	 	 	 
	 	LONE STAR TRUCKING, LLC
 	 
	 	By:  	Plains LPG Services, L.P., Its Sole Member
 	 
	 
	 	 	 
	 	By:  	        Plains LPG Services GP LLC,
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	        Plains Marketing, L.P., its Sole Member
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	        Plains Marketing GP Inc.,
 	 
	 	 	Its General Partner 	 
	 	 	 	 
	 





	 	 	 	 	 
	 	  By:  	                 /s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President and Treasurer




29









 






	 	 	 	 	 



	 	 	 	 	 
	 	PLAINS MARKETING INTERNATIONAL GP
LLC, a Delaware limited liability company  	 
	 	 	 
	 	 	 
	 	By:  	       Plains Marketing, L.P., its Sole Member
 	 
	 
	 	 	 
	 	By:  	       Plains Marketing GP Inc., its General Partner
 	 
	 
	 	 	By:  	                /s/ Al Swanson
 
	 	 	 	Al Swanson 
	 	 	 	Vice President and Treasurer 
	 



	 	 	 	 	 
	 	PLAINS MARKETING INTERNATIONAL LP,

a Texas limited partnership

 	 
	 	By:  	Plains Marketing International GP LLC,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	       Plains Marketing, L.P., its Sole Member
 	 
	 	 	 	 
	 	 	 
	 	By:  	       Plains Marketing GP Inc., its General Partner
 	 
	 	 	 
	 	 	By:  	                /s/ Al Swanson
 	 
	 	 	 	Al Swanson 	 
	 	 	 	Vice President and Treasurer 	 



	 	 	 	 	 
	 	PLAINS LPG MARKETING LP,

a Texas limited partnership

 	 
	 	By:  	Plains LPG Services GP LLC,
 	 
	 	 	its General Partner 	 
	 	 	 
	 	By:  	       Plains Marketing, L.P., its Sole Member
 	 
	 	 	 	 
	 	By:  	       Plains Marketing GP Inc., its General Partner
 	 
	 	 	 	 
	 
	 	 	By:  	                /s/ Al Swanson
 
	 	 	 	Al Swanson 	 
	 	 	 	Vice President and Treasurer 	 
	 



30









 






	 	 	 	 	 
	 	PEG CANADA GP LLC

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	PACIFIC ENERGY GROUP LLC

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	PEG CANADA, L.P.

 	 
	 	By:  	PEG Canada GP LLC,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                        /s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	PACIFIC MARKETING AND TRANSPORTATION LLC

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	ROCKY MOUNTAIN PIPELINE SYSTEM LLC

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 



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	 	RANCH PIPELINE LLC

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	PACIFIC ATLANTIC TERMINALS LLC

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	PACIFIC L.A. MARINE TERMINAL LLC

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	RANGELAND PIPELINE COMPANY

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	AURORA PIPELINE COMPANY LTD.

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 



32









 






	 	 	 	 	 
	 	RANGELAND PIPELINE PARTNERSHIP

 	 
	 	By:  	Rangeland Pipeline Company,
 	 
	 	 	its managing partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	             /s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	RANGELAND NORTHERN PIPELINE

COMPANY

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	RANGELAND MARKETING COMPANY

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 



	 	 	 	 	 
	 	PACIFIC ENERGY FINANCE CORPORATION

 	 
	 	By:  	/s/ Al Swanson
 	 
	 	 	Al Swanson 	 
	 	 	Vice President- Finance and Treasurer 	 
	 




33