EXHIBIT
4.15


 


FOURTEENTH SUPPLEMENTAL INDENTURE


 


THIS FOURTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of July 1, 2008, is among Plains All American
Pipeline, L.P., a Delaware limited partnership (the “Partnership”), PAA Finance
Corp., a Delaware corporation formerly known as Pacific Energy Finance
Corporation (“Finance Co.” and, together with the Partnership, the “Issuers”),
each of the parties identified under the caption “Subsidiary Guarantors” on the
signature pages of this Supplemental Indenture (the “Subsidiary Guarantors”),
and U.S. Bank National Association, as successor trustee under the indenture
referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Issuers have heretofore executed and
delivered to the Trustee an indenture (the “Original Indenture”), dated as of September 25,
2002, as supplemented by, inter alia, the
First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth,
Eleventh, Twelfth and Thirteenth Supplemental Indentures (the Original
Indenture, as so supplemented, being hereinafter called the “Indenture”), dated
as of September 25, 2002, December 10, 2003, August 12, 2004, August 12,
2004, May 27, 2005, May 12, 2006, May 12, 2006, August 25,
2006, October 30, 2006, October 30, 2006, November 15, 2006, January 1,
2008 and April 23, 2008, respectively, among the Issuers, the Subsidiary
Guarantors named therein and the Trustee, providing, in the case of the First,
Second, Third, Fourth, Fifth, Sixth, Ninth, Tenth and Thirteenth Supplemental
Indentures, for the issuance of the Issuers’ 73⁄4% Senior Notes due 2012, 55/8%
Senior Notes due 2013, 4.750% Senior Notes due 2009, 5.875% Senior Notes due
2016, 5.25% Senior Notes due 2015, 6.70% Senior Notes due 2036, 6.125% Senior
Notes due 2017, 6.650% Senior Notes due 2037 and 6.50% Senior Notes due 2018,
respectively (such Senior Notes being hereinafter referred to collectively as
the “Notes”);


 


WHEREAS, PAA Finance Corp. merged with and into
Finance Co. on July 1, 2008, Finance Co. is the survivor of such merger,
and in connection with such merger, Finance Co. changed its corporate name to “PAA
Finance Corp.”;


 


WHEREAS, as a result of such merger, Section 6.01
of each of the First, Second, Third, Fourth, Fifth, Sixth, Ninth, Tenth and
Thirteenth Supplemental Indentures requires, inter alia,
(i) Finance Co. to execute and deliver to the Trustee a supplemental
indenture pursuant to which Finance Co. assumes the obligations of its
predecessor Issuer under the Indenture and (ii) each Subsidiary Guarantor
to confirm that its Guarantee continues to apply to the obligations under the
Notes and the Indenture;


 


WHEREAS, Section 9.01(c) of the Original
Indenture provides that the Issuers and the Trustee may amend or supplement the
Indenture in order to comply with the provisions of Article X of the
Original Indenture, without the consent of the Holders of the Notes;


 

















 


WHEREAS, Article VI of each of the First, Second,
Third, Fourth, Fifth, Sixth, Ninth, Tenth and Thirteenth Supplemental
Indentures expressly preempts the provisions of Article X of the Original
Indenture in their entirety, and Article X of each such Supplemental
Indenture provides that all references to “Article X” of the Original
Indenture shall be deemed to be a reference to Article VI thereof, with
the result that the Issuers and the Trustee may amend or supplement the
Indenture in order to comply with the provisions of Section 6.01 of each
of the First, Second, Third, Fourth, Fifth, Sixth, Ninth, Tenth and Thirteenth
Supplemental Indentures, without the consent of the Holders of the Notes;


 


WHEREAS, as a result of the covenant termination
provisions of Section 5.15 of the First Supplemental Indenture, the
financial test set forth in clause (iv) of Section 6.01(a) thereof
is no longer in effect;


 


WHEREAS, as required by Section 6.01 of each of
the First, Second, Third, Fourth, Fifth, Sixth, Ninth, Tenth and Thirteenth
Supplemental Indentures, immediately after giving effect to the aforesaid
merger, no Default or Event of Default occurred or is continuing; and


 


WHEREAS, as required by Section 6.01 of each of
the First, Second, Third, Fourth, Fifth, Sixth, Ninth, Tenth and Thirteenth
Supplemental Indentures, concurrently herewith Finance Co. is delivering to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such merger and this Supplemental Indenture comply with Section 6.01 of
the First, Second, Third, Fourth, Fifth, Sixth, Ninth, Tenth and Thirteenth
Supplemental Indentures and all other applicable provisions of the Indenture;


 


NOW, THEREFORE, in consideration of the preceding
recitations and for other good and valuable consideration, the receipt of which
is hereby acknowledged, the Issuers, the Subsidiary Guarantors and the Trustee
mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows:


 


1.                                       Definitions.


 


(a)           Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture; and


 


(b)           the words “herein,” “herewith”
and “hereby” and other words of similar import used in this Supplemental
Indenture refer to this Supplemental Indenture as a whole and not to any
particular Section hereof.


 


2.                                       Assumption.  Finance Co. hereby assumes, pursuant to Section 6.01
of each of the First, Second, Third, Fourth, Fifth, Sixth, Ninth, Tenth and
Thirteenth Supplemental Indentures,  (i) the
due and punctual payment of the principal of, premium, if any, and interest
(including Additional Interest, if any) on all of the Notes and (ii) the
due and punctual performance or observance of all the other obligations under
the Indenture to be performed or observed by its predecessor, PAA Finance Corp.


 


2

















 


3.             Confirmation of Guarantee.  Each of the Subsidiary Guarantors hereby
confirms, pursuant to Section 6.01 of each of the Second, Third, Fourth,
Fifth, Sixth, Ninth, Tenth and Thirteenth Supplemental Indentures, that its
Guarantee of the Issuers’ obligations under the Notes and the Indenture on the
terms and subject to the conditions set forth in Article IX of the First,
Second, Third, Fourth, Fifth, Sixth, Ninth, Tenth and Thirteenth Supplemental
Indentures, as applicable, shall continue to apply to such obligations.


 


4.             Ratification. Except as
expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in
full force and effect.


 


5.             Part of Indenture. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every holder of Notes heretofore or hereafter authenticated and delivered shall
be bound hereby.


 


6.             GOVERNING LAW.  THIS SUPPLEMENTAL INDENTURE SHALL BE DEEMED
TO BE A NEW YORK CONTRACT, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


7.             Trustee Makes No Representation.  The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.


 


8.             Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.


 


9.             Effect of Headings.  The Section headings herein are for
convenience only and shall not effect the construction thereof.


 


3

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed as of the date first
above written.


 


 


	
   

  	
  ISSUERS:

  
	
   

  	
   

  
	
   

  	
  PLAINS ALL AMERICAN PIPELINE, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PAA
  GP LLC

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  AAP, L.P.

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  ALL AMERICAN GP LLC

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PAA FINANCE CORP.

  
	
   

  	
  (f/k/a
  Pacific Energy Finance Corporation)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SUBSIDIARY GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLAINS MARKETING GP INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  



 


Signature
Page to Fourteenth Supplemental Indenture


 


4

















 


	
   

  	
  PLAINS MARKETING, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING GP INC.

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance & Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PLAINS PIPELINE, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING GP INC.

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PACIFIC ENERGY GROUP, LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  ALL AMERICAN PIPELINE, L.P.

  its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PAA
  GP LLC

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  AAP, L.P.

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  ALL AMERICAN GP LLC

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  



 


Signature
Page to Fourteenth Supplemental Indenture


 


5

















 


	
   

  	
  PACIFIC LA MARINE TERMINAL LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PACIFIC
  ENERGY GROUP LLC

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  ALL AMERICAN PIPELINE, L.P.

  its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PAA
  GP LLC

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  AAP, L.P.

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  ALL AMERICAN GP LLC

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  



 


Signature
Page to Fourteenth Supplemental Indenture


 


6

















 


	
   

  	
  ROCKY MOUNTAIN PIPELINE SYSTEM

  LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PACIFIC
  ENERGY GROUP LLC

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  ALL AMERICAN PIPELINE, L.P. 

  its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PAA
  GP LLC

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  AAP, L.P.

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  ALL AMERICAN GP LLC

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance & Treasurer

  



 


Signature
Page to Fourteenth Supplemental Indenture


 


7

















 


	
   

  	
  PACIFIC ATLANTIC TERMINALS LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PACIFIC
  ENERGY GROUP LLC

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  ALL AMERICAN PIPELINE, L.P. 

  its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PAA
  GP LLC

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  AAP, L.P.

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  ALL AMERICAN GP LLC

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  



 


Signature
Page to Fourteenth Supplemental Indenture


 


8
















 


	
   

  	
  PLAINS MARKETING CANADA
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING, L.P.

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING GP INC.

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PMC (NOVA SCOTIA) COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PLAINS MARKETING CANADA, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PMC
  (NOVA SCOTIA) COMPANY

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President –

  
	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  



 


Signature
Page to Fourteenth Supplemental Indenture


 


9

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PLAINS TOWING LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING, L.P.

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING GP INC.

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  



 


Signature
Page to Fourteenth Supplemental Indenture


 


10

















 


	
   

  	
  PICSCO LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING, L.P.

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING GP INC.

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PLAINS MIDSTREAM GP LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING, L.P.

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING GP INC.

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  



 


Signature
Page to Fourteenth Supplemental Indenture


 


11

















 


	
   

  	
  PLAINS MIDSTREAM, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS MIDSTREAM 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

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PLAINS MIDSTREAM CANADA ULC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AURORA PIPELINE COMPANY LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  



 


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12

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BASIN HOLDINGS GP LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  PIPELINE, L.P.

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING GP INC.

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  



 


Signature
Page to Fourteenth Supplemental Indenture


 


13

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RANCHO HOLDINGS GP LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  PIPELINE, L.P.

  
	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  MARKETING GP INC.

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
     /s/
  Al Swanson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  



 


Signature
Page to Fourteenth Supplemental Indenture


 


14

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  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

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Al
  Swanson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President –

  
	
   

  	
   

  	
   

  	
   

  	
  Finance &
  Treasurer

  



 


Signature
Page to Fourteenth Supplemental Indenture


 


15

















 


	
   

  	
  TRUSTEE:

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Steven A. Finklea

  
	
   

  	
   

  	
  Name: 

  	
  Steven A. Finklea, CCTS

  
	
   

  	
   

  	
  Title: 

  	
  Vice President

  



 


Signature
Page to Fourteenth Supplemental Indenture


 


16