exv10w2






Exhibit 10.2




RESTATED GUARANTY AGREEMENT




     THIS RESTATED GUARANTY AGREEMENT (this “Guaranty”) is made as of November 6, 2008, by Plains
All American Pipeline, L.P., a Delaware limited partnership (“Guarantor”), in favor of Bank of
America, N.A., as administrative agent for Lenders, as such term is defined in the Credit Agreement
described below (in such capacity “Administrative Agent”).



RECITALS:




     1. Plains Marketing, L.P., a Texas limited partnership (“Borrower”), Administrative Agent,
and certain financial institutions (“Lenders”), are parties to a Second Restated Credit Agreement
of even date herewith (as from time to time amended, supplemented or restated, the “Credit
Agreement”), amending and restating that certain Restated Credit Agreement dated November 19, 2004
among Borrower, Bank of America, N.A., as administrative agent and the lenders party thereto, as
amended prior to the date hereof (the “Existing Agreement”).



     2. Guarantor has guaranteed the obligations and indebtedness of Borrower under the Existing
Agreement pursuant to that certain Guaranty Agreement dated November 14, 2007 by Guarantor in favor
of Bank of America, N.A., as administrative agent under the Existing Agreement (the “Existing PAA
Guaranty”).



     3. Pursuant to the Credit Agreement, LC Issuers may issue, and Lenders may participate with
respect to, Letters of Credit issued for the account of Borrower, Lenders may advance funds to
Borrower, and Borrower has agreed to execute and deliver Notes to evidence such advances.



     4. It is a condition precedent to the issuance of Letters of Credit, and advances of funds
pursuant to the Credit Agreement, that Guarantor shall execute and deliver to Administrative Agent
a satisfactory guaranty of the Obligations of Borrower under the Credit Agreement and the Notes.



     5. Guarantor owns, directly or indirectly all of the issued and outstanding partnership
interests of Borrower.



     6. The board of directors of Plains All American GP LLC, a Delaware limited liability company
and the general partner of Plains AAP, L.P., the general partner of PAA GP LLC, the general partner
of Guarantor, has determined that Guarantor’s execution, delivery and performance of this Guaranty
may reasonably be expected to benefit Guarantor, directly or indirectly, and are in the best
interests of Guarantor and are necessary or convenient to the conduct, promotion or attainment of
the business of Guarantor.



     NOW, THEREFORE, in consideration of the premises, of the benefits which will inure to
Guarantor from Lenders’ advances of funds to Borrower under the Credit Agreement, LC Issuers’
issuance of Letters of Credit for the account and at the direction of Borrower under the Credit
Agreement, and of other good and valuable consideration, the receipt and sufficiency of all of
which are hereby acknowledged, and in order to induce Lenders to advance funds to Borrower and the
LC Issuers to issue Letters of Credit for the account and at the direction of



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Borrower under the Credit Agreement, Guarantor hereby agrees with Administrative Agent, for
the benefit of Administrative Agent and the other Lender Parties as follows:




AGREEMENTS




     Section 1. Definitions. Reference is hereby made to the Credit Agreement for all
purposes. All terms used in this Guaranty which are defined in the Credit Agreement and not
otherwise defined herein shall have the same meanings and shall be subject to the same rules of
construction and interpretation when used herein as each is, from time to time, given, construed or
interpreted in the Credit Agreement. All references herein to any Loan Document or other document
or instrument refer to the same as from time to time amended, supplemented or restated. As used
herein the following terms shall have the following meanings:



     “Administrative Agent” means the Person who, at the time in question, is the
“Administrative Agent” under the Credit Agreement.



     “Obligors” means Borrower, Guarantor and any other endorsers, guarantors or obligors,
primary or secondary, of any or all of the Obligations.



     “Security” means any rights, properties, or interests of any Lender Party under the
Loan Documents, which provide recourse or other benefits to any Lender Party in connection with the
Obligations or the non-payment or non-performance thereof, including guaranties of the payment of
any Obligation, bonds, surety agreements, keep-well agreements, letters of credit, rights of
subrogation, rights of offset, and other rights provided for thereunder.



     Section 2. Guaranty.



     (a) Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to each Lender
Party the prompt, complete, and full payment when due, and no matter how the same shall become due,
of all Obligations of Borrower, including but not limited to:




     (i) all LC Obligations of Borrower, including all obligations of Borrower to make
reimbursements and other payments to any LC Issuer and to Lender Parties in respect of
Letters of Credit issued at the direction of and for the account of Borrower pursuant to the
Credit Agreement; and




     (ii) the Notes of Borrower, including all principal, all interest thereon and all other
sums payable thereunder; and




     (iii) all other sums payable by Borrower under the other Loan Documents, whether for
principal, interest, fees or otherwise; and




     (iv) any and all other indebtedness, obligations or liabilities which may at any time
be owed to any Lender Party by Borrower, whether incurred heretofore or hereafter or
concurrently herewith, under or pursuant to any of the Loan Documents, and including
interest, attorneys’ fees and collection costs as may be provided by law or in any
instrument evidencing any such indebtedness or liability.



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Without limiting the generality of the foregoing, Guarantor’s liability hereunder shall extend to
and include all post-petition interest, expenses, and other liabilities of Borrower described above
in this subsection (a), or below in the following subsection (b), which would be owed by Borrower
but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization, or similar proceeding involving Borrower.




     (b) If Borrower shall for any reason fail to pay any Obligation, described in Section 2(a), as
and when such Obligation shall become due and payable, whether at its stated maturity, as a result
of the exercise of any power to accelerate, or otherwise, Guarantor will, forthwith upon demand by
Administrative Agent, pay such Obligation in full to Administrative Agent for the benefit of each
Lender Party to whom such Obligation is owed.



     (c) If Guarantor fails to pay any obligation as described in the immediately preceding
subsections (a) or (b), Guarantor will incur the additional obligation to pay to Lender Parties,
and Guarantor will forthwith upon demand by Administrative Agent pay to Lender Parties, the amount
of any and all expenses, including reasonable fees and disbursements of Lender Parties’ counsel and
of any experts or agents retained by Lender Parties, which Lender Parties may incur as a result of
such failure.



     (d) As between Guarantor and Lender Parties, this Guaranty shall be considered a primary and
liquidated liability of Guarantor.



     (e) No past, present or future director, officer, partner, employee, incorporator, manager,
stockholder, unitholder or member of Guarantor, PAA GP LLC, Plains AAP, L.P. or Plains All American
GP LLC shall have any liability for any Obligations arising under or by virtue of this Guaranty,
including the Obligations described in Section 2(a) hereof, or for any claim based on, in respect
of, or by reason of, such Obligations or their creation. Each Lender Party waives and releases all
such liability. The waiver and release are part of the consideration for the making of the Notes
and this Guaranty.



     Section 3. Unconditional Guaranty.



     (a) No action which any Lender Party may take or omit to take in connection with any of the
Loan Documents (other than as required by Section 11), any of the Obligations (or any other
indebtedness owing by Borrower to any Lender Party), or any Security, and no course of dealing of
any Lender Party with any Obligor or any other Person, shall release or diminish Guarantor’s
obligations, liabilities or agreements hereunder, affect this Guaranty in any way, or afford
Guarantor any recourse against any Lender Party, regardless of whether any such action or inaction
may increase any risks to or liabilities of any Lender Party or any Obligor or increase any risk to
or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby
expressly agrees that Administrative Agent and the other Lender Parties may, from time to time,
without notice to or the consent of Guarantor, do any or all of the following:




     (i) Amend, change or modify, in whole or in part, any one or more of the Loan Documents
(except an amendment to a Loan Document to which Guarantor is a party to the extent such
amendment requires the consent of Guarantor) and give or refuse to give any waivers or other
indulgences with respect thereto.



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     (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection
or enforcement of any of the Obligations, to foreclose or take or prosecute any action in
connection with any Security or Loan Document, to bring suit against any Obligor or any
other Person, or to take any other action concerning the Obligations or the Loan Documents.




     (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner
for payment or performance of any one or more of the Obligations (whether for principal,
interest, fees, expenses, indemnifications, affirmative or negative covenants, or
otherwise).




     (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation
or amount due or owing, or claimed to be due or owing, under any one or more of the Loan
Documents.




     (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all
Security for any or all of the Obligations, accept additional or substituted Security
therefor, and perfect or fail to perfect any Lender Party’s rights in any or all Security.




     (vi) Discharge, release, substitute or add Obligors.




     (vii) Apply all monies received from Obligors or others, or from any Security for any
of the Obligations, as provided in the Credit Agreement, without in any way being required
to marshall Security or assets or otherwise to apply all or any part of such monies upon any
particular Obligations.



     (b) No action or inaction of any Obligor or any other Person, and no change of law or
circumstances, shall release or diminish Guarantor’s obligations, liabilities or agreements
hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against any Lender
Party, other than the complete and final payment of the Obligations and the termination of all
Letters of Credit and of all commitments of the Lender Parties under the Credit Agreement. Without
limiting the foregoing, the obligations, liabilities and agreements of Guarantor under this
Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any
or all of the following from time to time, even if occurring without notice to or without the
consent of Guarantor:




     (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially
all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment
for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or
composition of any Obligor or any other proceedings involving any Obligor or any of the
assets of any Obligor under laws for the protection of debtors, or any discharge,
impairment, modification, release, or limitation of the liability of, or stay of actions or
lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the
estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings.



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     (ii) The failure by any Lender Party to file or enforce a claim in any proceeding
described in the immediately preceding subsection (i) or to take any other action in any
proceeding to which any Obligor is a party.




     (iii) The release by operation of law of any Obligor from any of the Obligations or any
other obligations to any Lender Party.




     (iv) The invalidity, deficiency, illegality, or unenforceability of any of the
Obligations or the Loan Documents, in whole or in part, any bar by any statute of
limitations or other law of recovery on any of the Obligations, or any defense or excuse for
failure to perform on account of force majeure, act of God, casualty, impossibility,
impracticability, or other defense or excuse whatsoever.




     (v) The failure of any Obligor or any other Person to sign any guaranty or other
instrument or agreement within the contemplation of any Obligor or any Lender Party.




     (vi) The fact that Guarantor may have incurred directly part of the Obligations or is
otherwise primarily liable therefor.




     (vii) Without limiting any of the foregoing, any fact or event (whether or not similar
to any of the foregoing) which in the absence of this provision would or might constitute or
afford a legal or equitable discharge or release of or defense to a guarantor or surety
other than the actual payment and performance by Guarantor under this Guaranty.



     (c) Administrative Agent and the other Lender Parties may invoke the benefits of this Guaranty
before pursuing any remedies against any Obligor or any other Person and before proceeding against
any Security now or hereafter existing for the payment or performance of any of the Obligations.
Administrative Agent or any other Lender Party may maintain an action against Guarantor on this
Guaranty without joining any other Obligor therein and without bringing a separate action against
any other Obligor.



     (d) If any payment to Administrative Agent or any other Lender Party by any Obligor is held to
constitute a preference or a voidable transfer under applicable state, provincial, or federal laws,
or if for any other reason Administrative Agent or any other Lender Party is required to refund
such payment to the payor thereof or to pay the amount thereof to any other Person, such payment to
Administrative Agent or such other Lender Party shall not constitute a release of Guarantor from
any liability hereunder, and Guarantor agrees to pay such amount to Administrative Agent or such
other Lender Party on demand and agrees and acknowledges that this Guaranty shall continue to be
effective or shall be reinstated, as the case may be, to the extent of any such payment or
payments. Any transfer by subrogation which is made as contemplated in Section 6 prior to any such
payment or payments shall (regardless of the terms of such transfer) be automatically voided upon
the making of any such payment or payments, and rights so transferred shall there upon revert to
and be vested in Administrative Agent and the other Lender Parties.



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     (e) This is a continuing guaranty and shall apply to and cover all Obligations and renewals
and extensions thereof and substitutions therefor from time to time.



     Section 4. Waiver. Guarantor hereby waives, with respect to the Obligations, this
Guaranty, and the other Loan Documents:



     (a) notice of the incurrence of any Obligation by Borrower, and notice of any kind concerning
the assets, liabilities, financial condition, creditworthiness, businesses, prospects, or other
affairs of Borrower (it being understood and agreed that: (i) Guarantor shall take full
responsibility for informing itself of such matters, (ii) neither Administrative Agent nor any
other Lender Party shall have any responsibility of any kind to inform Guarantor of such matters,
and (iii) Administrative Agent and each other Lender Party is hereby authorized to assume that
Guarantor, by virtue of its relationships with Borrower which are independent of this Guaranty, has
full and complete knowledge of such matters whenever any other Lender Party extends credit to
Borrower or take any other action which may change or increase Guarantor’s liabilities or losses
hereunder).



     (b) notice that Administrative Agent, any other Lender Party, any Obligor, or any other Person
has taken or omitted to take any action under any Loan Document or relating to any Obligation.



     (c) except as provided in Section 2(b), demand, presentment for payment, and notice of demand,
dishonor, nonpayment, or nonperformance.



     (d) notice of intention to accelerate, notice of acceleration, protest, notice of protest,
notice of any exercise of remedies (as described in the following Section 5 or otherwise), and all
other notices of any kind whatsoever.



     Section 5. Exercise of Remedies. Administrative Agent and each other Lender Party
shall have the right to enforce, from time to time, in any order and at Administrative Agent’s or
such other Lender Party’s sole discretion, any rights, powers and remedies which Administrative
Agent or such other Lender Party may have under the Loan Documents or otherwise with respect to the
Obligations, including judicial foreclosure, the exercise of rights of power of sale, the taking of
a deed or assignment in lieu of foreclosure, the appointment of a receiver to collect rents, issues
and profits, the exercise of remedies against personal property, or the enforcement of any
assignment of leases, rentals, oil or gas production, or other properties or rights, whether real
or personal, tangible or intangible; and Guarantor shall be liable to Administrative Agent and each
other Lender Party hereunder for any deficiency resulting from the exercise by Administrative Agent
or any other Lender Party of any such right or remedy even though any rights which Guarantor may
have against Borrower or others may be destroyed or diminished by exercise of any such right or
remedy. No failure on the part of Administrative Agent or any other Lender Party to exercise, and
no delay in exercising, any right hereunder or under any other Loan Document shall operate as a
waiver thereof; nor shall any single or partial exercise of any right preclude any other or further
exercise thereof or the exercise of any other right. The rights, powers and remedies of
Administrative Agent and each other Lender Party provided herein and in the other Loan Documents
are cumulative and are in addition to, and not exclusive of, any other rights, powers or remedies
provided by law or in equity. The rights of Administrative



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Agent and each other Lender Party hereunder are not conditional or contingent on any attempt
by Administrative Agent or any other Lender Party to exercise any of its rights under any other
Loan Document against any Obligor or any other Person.




     Section 6. Limited Subrogation. Until all of the Obligations have been paid and
performed in full Guarantor shall have no right to exercise any right of subrogation,
reimbursement, indemnity, exoneration, contribution or any other claim which it may now or
hereafter have against or to any Obligor or any Security in connection with this Guaranty, and
Guarantor hereby waives any rights to enforce any remedy which Guarantor may have against Borrower
and any right to participate in any Security until such time. If any amount shall be paid to
Guarantor on account of any such subrogation or other rights, any such other remedy, or any
Security at any time when all of the Obligations and all other expenses guaranteed pursuant hereto
shall not have been paid in full, such amount shall be held in trust for the benefit of
Administrative Agent, shall be segregated from the other funds of Guarantor and shall forthwith be
paid over to Administrative Agent to be held by Administrative Agent as collateral for, or then or
at any time thereafter applied in whole or in part by Administrative Agent against, all or any
portion of the Obligations, whether matured or unmatured, in such order as Administrative Agent
shall elect. If Guarantor shall make payment to Administrative Agent of all or any portion of the
Obligations and if all of the Obligations shall be finally paid in full, Administrative Agent will,
at Guarantor’s request and expense, execute and deliver to Guarantor (without recourse,
representation or warranty) appropriate documents necessary to evidence the transfer by subrogation
to Guarantor of an interest in the Obligations resulting from such payment by Guarantor; provided
that such transfer shall be subject to Section 3(d) above and that without the consent of
Administrative Agent (which Administrative Agent may withhold in its discretion) Guarantor shall
not have the right to be subrogated to any claim or right against any Obligor which has become
owned by Administrative Agent or any other Lender Party, whose ownership has otherwise changed in
the course of enforcement of the Loan Documents, or which Administrative Agent otherwise has
released or wishes to release from its Obligations.



     Section 7. Successors and Assigns. Guarantor’s rights or obligations hereunder may
not be assigned or delegated, but this Guaranty and such obligations shall pass to and be fully
binding upon the successors of Guarantor, as well as Guarantor. This Guaranty shall apply to and
inure to the benefit of Administrative Agent and each other Lender Party and their permitted
successors or assigns. Without limiting the generality of the immediately preceding sentence but
in accordance with Section 10.5 of the Credit Agreement (and any replacement or successor
provisions for the subject matter thereof), Administrative Agent and each other Lender Party may
assign, grant a participation in, or otherwise transfer any Obligation held by it or any portion
thereof, and Administrative Agent and each other Lender Party may assign or otherwise transfer its
rights or any portion thereof under any Loan Document, to any other Person, and such other Person
shall thereupon become vested with all of the benefits in respect thereof granted to Administrative
Agent or such other Lender Party hereunder unless otherwise expressly provided by Administrative
Agent or such other Lender Party in connection with such assignment or transfer.



     Section 8. [Reserved]



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Section 9. Representations and Warranties of Guarantor. Guarantor hereby represents
and warrants to Administrative Agent and each other Lender Party as follows:




	 	(a)	 	The Recitals at the beginning of this Guaranty are true and correct in all
respects.
	 
	 	(b)	 	Each of the representations and warranties contained in Article V of the Credit
Agreement are true, in so far as they refer to Guarantor, or to the assets, operations,
condition, agreements, business or actions of Guarantor, as one of the Restricted
Persons, or to the Loan Documents to which Guarantor is a party.





     (c) To the extent of Guarantor’s liabilities hereunder as expressly limited by the terms
hereof, and giving effect thereto: (i) Guarantor is not “insolvent” on the date hereof (that is,
the sum of Guarantor’s absolute and contingent liabilities (as above so qualified), including the
Obligations, does not exceed the fair market value of Guarantor’s assets), (ii) Guarantor’s capital
is adequate for the businesses in which Guarantor is engaged and intends to be engaged and (iii)
Guarantor has not incurred (whether hereby or otherwise), nor does Guarantor intend to incur or
believe that it will incur, debts which will be beyond its ability to pay as such debts mature.



     Section 10. Covenants. Guarantor hereby agrees to observe and comply with each of
the covenants and agreements made in the Credit Agreement, in so far as they refer to Guarantor, or
the assets, operations, conditions, agreements, business, or actions of Guarantor, as one of the
Restricted Persons, or to the Loan Documents to which Guarantor is a party.



     Section 11. No Oral Change. No amendment of any provision of this Guaranty shall be
effective unless it is in writing and signed by Guarantor and Majority Lenders, and no waiver of
any provision of this Guaranty, and no consent to any departure by Guarantor therefrom, shall be
effective unless it is in writing and signed by Majority Lenders, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.



     Section 12. Invalidity of Particular Provisions. If any term or provision of this
Guaranty shall be determined to be illegal or unenforceable all other terms and provisions hereof
shall nevertheless remain effective and shall be enforced to the fullest extent permitted by
applicable law.



     Section 13. Headings and References. The headings used herein are for purposes of
convenience only and shall not be used in construing the provisions hereof. The words “this
Guaranty,” “this instrument,” “herein,” “hereof,” “hereby” and words of similar import refer to
this Guaranty as a whole and not to any particular subdivision unless expressly so limited. The
phrases “this section” and “this subsection” and similar phrases refer only to the subdivisions
hereof in which such phrases occur. The word “or” is not exclusive, and the word “including” (in
its various forms) means “including without limitation.” Pronouns in masculine, feminine and neuter
genders shall be construed to include any other gender, and words in the singular form shall be
construed to include the plural and vice versa, unless the context otherwise requires.



     Section 14. Term. This Guaranty shall be irrevocable until all of the Obligations
have been completely and finally paid and performed, all Letters of Credit have been terminated, no
Lender Party has any obligation to issue any Letters of Credit or make any loans or other advances
to Borrower, and the Credit Agreement has been terminated; provided, at any time no



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Obligations or Letters of Credit are outstanding and no Lender Party has any obligation to
issue any Letter of Credit, participate in any Letter of Credit, or make any loans or other
advances to Borrower, Guarantor may by written notice to Administrative Agent terminate this
Guaranty, and upon receipt thereof this Guaranty and all of Guarantor’s obligations hereunder shall
automatically terminate (and Administrative Agent agrees, at Guarantor’s expense, to promptly
provide to Guarantor written confirmation of such termination, but neither any failure to request
such confirmation nor the failure to deliver such confirmation shall affect such automatic
termination); provided, however, following any termination hereof, this Guaranty
shall continue to be subject to reinstatement as provided in Section 3(d) hereof with respect to
any payments on Obligations made on or prior to such termination. All extensions of credit and
financial accommodations made by Administrative Agent or any other Lender Party to Borrower prior
to the termination hereof shall be conclusively presumed to have been made in acceptance hereof and
in reliance hereon. This Guaranty amends and restates, but does not extinguish or novate, the
Existing Guaranty.




     Section 15. Notices. Any notice or communication required or permitted hereunder
shall be given in writing, sent by personal delivery, by telecopy, by delivery service with proof
of delivery, or by registered or certified United States mail, postage prepaid, addressed to the
appropriate party in the manner provided in the Credit Agreement and shall be deemed to have been
given as provided in the Credit Agreement.



     Section 16. Limitation on Interest. Administrative Agent, the other Lender Parties
and Guarantor intend to contract in strict compliance with applicable usury law from time to time
in effect, and the provisions of the Credit Agreement limiting the interest for which Guarantor is
obligated are expressly incorporated herein by reference.



     Section 17. Loan Document. This Guaranty is a “Loan Document”, as defined in the
Credit Agreement, and is subject to the provisions of the Credit Agreement governing it.



     Section 18. Counterparts. This Guaranty may be executed in any number of
counterparts, each of which when so executed shall be deemed to constitute one and the same
Guaranty.



     SECTION 19. GOVERNING LAW. THIS GUARANTY IS TO BE PERFORMED IN THE STATE OF NEW YORK
AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF SUCH STATE
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. GUARANTOR HEREBY AGREES THAT ANY LEGAL ACTION OR
PROCEEDING AGAINST SUCH GUARANTOR WITH RESPECT TO THIS GUARANTY MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS
LENDER PARTIES MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, GUARANTOR ACCEPTS AND CONSENTS FOR
ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS. GUARANTOR AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY
RIGHT TO



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STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM
NON CONVENIENS. IN FURTHERANCE OF THE FOREGOING, GUARANTOR HEREBY IRREVOCABLY DESIGNATES AND
APPOINTS CORPORATION SERVICE COMPANY, 80 STATE STREET, ALBANY, NEW YORK 12207, AS AGENT OF
GUARANTOR TO RECEIVE SERVICE OF ALL PROCESS BROUGHT AGAINST GUARANTOR WITH RESPECT TO ANY SUCH
PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY GUARANTOR TO BE
EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO,
IF PERMITTED BY LAW, BE SENT BY REGISTERED MAIL TO GUARANTOR AT ITS ADDRESS SET FORTH IN THE CREDIT
AGREEMENT, BUT THE FAILURE OF GUARANTOR TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE
SERVICE OF SUCH PROCESS AS AFORESAID. GUARANTOR SHALL FURNISH TO LENDER PARTIES A CONSENT OF
CORPORATION SERVICE COMPANY AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS GUARANTY.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER PARTIES TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST GUARANTOR
IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CORPORATION SERVICE COMPANY SHALL
RESIGN OR OTHERWISE CEASE TO ACT AS GUARANTOR’S AGENT, GUARANTOR HEREBY IRREVOCABLY AGREES TO
(a) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT ACCEPTABLE TO ADMINISTRATIVE AGENT TO SERVE IN
SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CORPORATION
SERVICE COMPANY FOR ALL PURPOSES HEREOF AND (b) PROMPTLY DELIVER TO ADMINISTRATIVE AGENT THE
WRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT
AGREEING TO SERVE IN SUCH CAPACITY.




     IN WITNESS WHEREOF, Guarantor has executed and delivered this Guaranty as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	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/ Charles Kingswell-Smith	 	 
	 

	 	 	 	 

Name: Charles Kingswell-Smith
	 	 
	 

	 	 	 	Title: Vice President and Treasurer	 	 







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