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                                                                   EXHIBIT 10.2


                 SECOND AMENDMENT TO SECURED TERM LOAN AGREEMENT

         THIS SECOND AMENDMENT TO SECURED TERM LOAN AGREEMENT dated as of June
6, 2003 (this "Amendment"), is by and among PLAINS RESOURCES INC., a Delaware
corporation (the "Borrower"), BANK OF MONTREAL, acting through certain of its
U.S. branches or agencies, as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), BANK ONE, NA, as syndication agent (in
such capacity, the "Syndication Agent"), WELLS FARGO BANK TEXAS, NA, as
collateral agent (in such capacity, the "Collateral Agent") and documentation
agent (in such capacity, the "Documentation Agent", and together with the
Administrative Agent, the Syndication Agent, and the Collateral Agent,
collectively, the "Agents") and the various commercial lending institutions as
are or may become parties to the Loan Agreement (collectively, the "Lenders").
This Amendment amends that certain Secured Term Loan Agreement dated as of
December 6, 2002, by and among the Borrower, the Agents and the Lenders, as
previously amended by that certain First Amendment to Secured Term Loan
Agreement, dated as of May 9, 2003, by and among the Borrower, the Agents and
the Lenders (the "Loan Agreement").

                              W I T N E S S E T H:

         WHEREAS, the Borrower has requested that the Agents and the Lenders
make certain amendments to the Loan Agreement and the other Loan Documents to
permit the Borrower to borrow additional amounts to repurchase all amounts
outstanding under the Borrower's Series D Cumulative Convertible Preferred Stock
(the "Preferred Stock"); and

         WHEREAS, in order to permit the Borrower to borrow additional amounts
to repurchase all amounts outstanding under the Preferred Stock and to make
certain other amendments, the Lenders, the Borrower and the other parties to the
Loan Agreement desire to amend the Loan Agreement in certain respects as
specifically set forth herein:

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration received by each party hereto, and each intending to be
legally bound hereby, the parties hereto agree as follows:

         1. Amendments to the Loan Agreement.

         (a) Section 1.1 of the Loan Agreement is hereby amended by inserting
the following definition of "Additional Loans" and "Preferred Stock" in
appropriate alphabetical order:

         " "Additional Loans" is defined in Section 2.7."

         " "Preferred Stock" means the shares of capital stock described on
Schedule 3 hereto."

         (b) The definitions of "Commitment Amount", "Pledged Common Units",
"Stated Maturity Date" and "Total Commitment Amount" in Section 1.1 of the Loan
Agreement are amended in their entirety to read as follows:

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         " "Commitment Amount" means, relative to any Lender, the amount set
forth on Schedule 2 hereto or set forth in the applicable Lender Assignment
Agreement, as such amount may be adjusted from time to time pursuant to Lender
Assignment Agreement(s) executed by such Lender and its Assignee Lender(s) and
delivered pursuant to Section 10.11."

         " "Pledged Common Units" means the 5,200,000 Common Units beneficially
owned by Plains Holdings II and pledged pursuant to a Pledge Agreement
hereunder, as such number may be adjusted from time to time."

         " "Stated Maturity Date" means May 31, 2006."

         " "Total Commitment Amount" means, on any date, $60,000,000, as such
amount may be reduced from time to time pursuant to Section 2.2."

         (c) Section 2.7 of the Loan Agreement is amended in its entirety to
read as follows:

         " SECTION 2.7 Additional Loan; Termination of Commitments. In addition
to the Loans first advanced under this Agreement, on or before June 30, 2003,
the Borrower may request that the Lenders make Loans in an aggregate amount of
$24,000,000 (the "Additional Loans") and, upon such request, the Additional
Loans shall be made by the Lenders ratably in accordance with their respective
Percentages; provided, however, that any Additional Loans may only be made in
connection with, and on the date of, the consummation of the acquisition by the
Borrower of the Preferred Stock for the sole purpose of funding the acquisition
of the Preferred Stock and related expenses. No Lender shall have any further
Commitment from or after the earlier to occur of (a) the date on which its
Additional Loan is advanced to the Borrower or (b) June 30, 2003."

         (d) Section 3.1(b) of the Loan Agreement is amended in its entirety to
read as follows:

         " (b) shall repay the original outstanding principal amount of all
Loans (i) in equal installments of four million five hundred thousand dollars
($4,500,000) on February 28, 2003 and May 31, 2003, and (ii) in twelve equal
installments of five million dollars ($5,000,000) on each Quarterly Payment Date
beginning August 31, 2003, with the final installment payable on the Stated
Maturity Date;".

         (e) Section 7.1 of the Loan Agreement is amended by adding the
following Section 7.1.12 immediately after Section 7.1.11 thereof:

         " SECTION 7.1.12 Agreement to Deliver Certificate of Good Standing. The
         Borrower will deliver to the Administrative Agent, within thirty (30)
         days following June 6, 2003, certificates of the appropriate government
         officials of the state of organization of the Borrower as to the


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         existence and good standing of the Borrower, each dated within thirty
         (30) days prior to the date of delivery pursuant to this Section
         7.1.12."

         (f) Section 7.2.4(a) of the Loan Agreement is amended in its entirety
to read as follows:

         " (a) its Consolidated Tangible Net Worth at any time to be less than
         the sum of (i) $65,000,000 plus (ii) fifty percent (50%) of any net
         income earned after December 31, 2002, plus (iii) seventy-five percent
         (75%) of the net proceeds of any future equity offerings by the
         Borrower, excluding any future asset impairment write-downs required by
         GAAP or SEC guidelines and hedging adjustments relating to FAS 133;
         and"

         (g) Section 7.2.6(a) of the Loan Agreement is amended in its entirety
to read as follows:

         " (a) the Borrower will not declare, pay or make any dividend or
         distribution (in cash, property or obligations) on any shares of any
         class of capital stock (now or hereafter outstanding) of the Borrower
         or on any warrants, options or other rights with respect to any shares
         of any class of capital stock (now or hereafter outstanding) of the
         Borrower (other than dividends or distributions payable in its common
         stock or warrants to purchase its common stock or splitups or
         reclassifications of its stock into additional or other shares of its
         common stock) or apply, or permit any of its Subsidiaries to apply, any
         of its funds, property or assets to the purchase, redemption, sinking
         fund or other retirement of, or agree or permit any of its Subsidiaries
         to purchase or redeem, any shares of any class of capital stock (now or
         hereafter outstanding) of the Borrower, or warrants, options or other
         rights with respect to any shares of any class of capital stock (now or
         hereafter outstanding) of the Borrower; provided, however, that,
         without otherwise limiting the generality of the foregoing, the
         Borrower may repurchase the Preferred Stock;"

         (h) The Loan Agreement is hereby amended by attaching Schedule 2 hereto
as Schedule 2 to the Loan Agreement, which schedule is made a part thereof in
all respects.

         (i) The Loan Agreement is hereby amended by attaching Schedule 3 hereto
as Schedule 3 to the Loan Agreement, which schedule is made a part thereof in
all respects.

         2. Defined Terms. Unless otherwise defined herein, terms used herein
that are defined in the Loan Agreement shall have the same meanings herein as in
the Loan Agreement. In addition, it is expressly understood that the term Loan
Documents as used herein or in any other Loan Document includes this Amendment
and the Second Amendment to Pledge Agreement and Irrevocable Proxy made by
Plains Holdings II Inc. dated as of even date herewith for all purposes,
including for the purposes of Section 3.

         3. Representations and Warranties. To induce the Administrative Agent
and each Lender to enter into this Amendment, the Borrower, as of the date
hereof and as of the date of any Additional Loan, hereby reaffirms to the
Administrative Agent and each Lender that each of


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its representations and warranties contained in Article VI of the Loan Agreement
(as amended hereby) other than Section 6.1 thereof with respect to the Borrower
and in the other Loan Documents (except to the extent such representations and
warranties relate solely to an earlier date) are true and correct, and
additionally represents and warrants to the Administrative Agent and each Lender
as follows:

         (a)  The execution, delivery and performance by each Obligor of this
              Amendment and each other Loan Document executed or to be executed
              by it in connection herewith are within such Obligor's powers,
              have been duly authorized by all necessary action, and do not (a)
              violate any Obligor's Organic Documents; (b) violate any other
              contractual restriction, law or governmental regulation or court
              decree or order binding on or affecting any Obligor or its Assets;
              or (c) result in, or require the creation or imposition of, any
              Lien on any of any Obligor's properties except for Liens granted
              under the Loan Documents.

         (b)  No authorization or approval or other action by, and no notice to
              or filing with, any Governmental Authority or regulatory body or
              other Person is required for the due execution, delivery or
              performance by any Obligor of this Amendment or any other Loan
              Document to which it is a party executed in connection herewith
              other than recording of Security Documents with appropriate
              Governmental Authorities.

         (c)  This Amendment and each other Loan Document executed by each
              Obligor in connection herewith will, on the due execution and
              delivery thereof, constitute, the legal, valid and binding
              obligations of such Obligor, enforceable in accordance with their
              respective terms. Without limiting the foregoing, each Security
              Document executed by an Obligor in connection with this Amendment
              constitutes the legal, valid and binding obligation of such
              Obligor enforceable in accordance with its respective terms, and,
              subject to Permitted Liens upon proper filing and recording, it
              will create a valid and perfected first priority security interest
              in the Assets of such Obligor as provided therein to the extent a
              first priority security interest can be perfected in such Assets
              by filing and recording.

         (d)  Since the date of the financial statements described in Section
              6.5 of the Loan Agreement, there has been no material adverse
              change in the business, condition (financial or otherwise),
              operations, assets, properties or prospects of the Borrower and
              its Subsidiaries.

         (e)  As of the date hereof, no Default or Event of Default has occurred
              and is continuing.

         4. Reaffirmation of Loan Agreement. This Amendment shall be deemed to
be an amendment to the Loan Agreement, and the Loan Agreement, as amended
hereby, is hereby ratified, approved and confirmed in each and every respect.
All references to the Loan Agreement herein and in any other Loan Document shall
hereafter be deemed to refer to the Loan Agreement as amended hereby.


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         5. Governing Law; Entire Agreement, etc. THIS AMENDMENT SHALL BE DEEMED
TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
TEXAS. The Loan Agreement, as hereby amended, the Notes and the other Loan
Documents constitute the entire understanding among the parties hereto with
respect to the subject matter hereof and supersede any prior agreements, written
or oral, with respect thereto.

         6. Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such provision and such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Amendment
affecting the validity or enforceability of such provision in any other
jurisdiction.

         7. Execution in Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
agreement.

         8. Effectiveness. This Amendment shall become effective upon the
Administrative Agent receiving the following and notice thereof shall have been
given by the Administrative Agent to the Borrower and each Lender:

         (a)  counterparts hereof executed on behalf of the Borrower, the Agents
              and each Lender (or, in the case of any party as to which an
              executed counterpart shall have not been received, facsimile,
              telegraphic, telex or other written confirmation, satisfactory to
              the Administrative Agent, from such party of execution of the
              counterpart hereof by such party);

         (b)  for the account of each Lender, a Note, reflecting the increase in
              such Lender's Commitment Amount pursuant to this Amendment, duly
              executed and delivered by the Borrower;

         (c)  (i) counterparts of the Second Amendment to Pledge Agreement and
              Irrevocable Proxy, dated the date hereof ("Second Amendment to
              Pledge"), executed on behalf of Plains Holdings II and the
              Collateral Agent (or, in the case of any party as to which an
              executed counterpart shall have not been received, facsimile,
              telegraphic, telex or other written confirmation, satisfactory to
              the Administrative Agent, from such party of execution of the
              counterpart hereof by such party); (ii) certificates representing
              the Pledged Common Units owned by Plains Holdings II as of the
              date of this Amendment, and stock powers and instruments of
              transfer, endorsed in blank, with respect to such certificates;
              (iii) all documents and instruments, including Uniform Commercial
              Code Financing Statements (Form UCC-3), required by law or
              reasonably requested by the Administrative Agent to be filed,
              registered or recorded to create or perfect the Liens intended to
              be created under the Pledge Agreement by Plains Holdings II, as
              amended by the Second Amendment to Pledge; and (iv) certified
              copies of Uniform Commercial Code Requests for Information or
              Copies (Form UCC-11), or a similar search report certified by a
              party acceptable to the Administrative Agent, dated a date
              reasonably near to the date of this Amendment, listing all
              effective financing statements that name Plains


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              Holdings II (under its present name and any previous names) as the
              debtor and that are filed in the jurisdictions in which filings
              will be made pursuant to clause (iii) above, together with copies
              of such financing statements;

         (d)  from each of the Borrower and Plains Holdings II, a certificate,
              dated the date hereof, of a duly authorized officer thereof with
              knowledge of the certifications and statements therein certifying
              that attached thereto are true, correct and complete copies of:
              (i) resolutions of its Board of Directors or other governing body
              then in full force and effect authorizing the execution, delivery
              and performance of this Amendment, the Notes and each other Loan
              Document to be executed by it pursuant to this Amendment; (ii) the
              incumbency and signatures of those of its officers authorized to
              act with respect to each Loan Document executed by it, upon which
              certificate each Lender may conclusively rely until it shall have
              received a further certificate of the Secretary of the Borrower or
              Plains Holdings II canceling or amending such prior certificate;
              and (iii) all its Organic Documents;

         (e)  from Plains Holdings II, certificates of the appropriate
              government officials of the state of organization of Plains
              Holdings II as to the existence and good standing of Plains
              Holdings II, each dated within thirty (30) days prior to the date
              of delivery pursuant hereto;

         (f)  (i) for the account of the Administrative Agent, all fees, costs
              and expenses due and payable pursuant to that certain Fee Letter
              dated June 6, 2003 from the Administrative Agent to the Borrower,
              and pursuant to Section 10.3 of the Loan Agreement, if then
              invoiced and (ii) for the account of each Lender, all fees, costs
              and expenses due and payable pursuant to that certain Fee Letter
              dated June 6, 2003 from the Administrative Agent on behalf of each
              Lender to the Borrower, if then invoiced;

         (g)  a legal opinion, dated the date of this Amendment and addressed to
              the Administrative Agent and all Lenders, from Bracewell &
              Patterson, L.L.P, special counsel to the Borrower, regarding the
              enforceability of this Amendment and related Loan Documents and
              the perfection of the Liens under the Security Documents, in form
              and substance acceptable to the Administrative Agent in its
              reasonable discretion; and

         (h)  evidence of the contemporaneous acquisition by the Borrower of the
              Preferred Stock.

         9. Section Captions. The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or any provisions hereof.

         10. Successors and Assigns. This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.

         THE LOAN AGREEMENT, AS HEREBY AMENDED, TOGETHER WITH THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR,


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CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by its officers thereunto duly authorized as of the
date first above written.


                                   PLAINS RESOURCES INC.,
                                   as Borrower


                                   By: /s/ Stephen A. Thorington
                                       ----------------------------------------
                                   Name:  Stephen A. Thorington
                                   Title: Executive Vice President & CFO


                           RATIFICATION BY GUARANTORS

         Each Subsidiary Guarantor acknowledges that the Guaranty to which it is
a party remains in full force and effect and under its terms guarantees the
Obligations of the Borrower pursuant to the Loan Agreement as amended by this
Amendment, and that such Guaranty is hereby ratified, approved and confirmed in
each and every respect.

                                   PLAINS HOLDINGS INC.,
                                   as a Subsidiary Guarantor

                                   By: /s/ John T. Raymond
                                       ----------------------------------------
                                   Name:  John T. Raymond
                                   Title: President

                                   PLAINS HOLDINGS II INC.,
                                   as a Subsidiary Guarantor

                                   By: /s/ John T. Raymond
                                       ----------------------------------------
                                   Name:  John T. Raymond
                                   Title: President

                                   CALUMET FLORIDA, L.L.C.,
                                   as a Subsidiary Guarantor

                                   By: /s/ John T. Raymond
                                       ----------------------------------------
                                   Name:  John T. Raymond
                                   Title: President


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                                   BANK OF MONTREAL, acting through its U.S.
                                   branches and agencies, including initially
                                   its Chicago, Illinois branch, as
                                   Administrative Agent



                                   By: /s/James V. Ducote
                                       ----------------------------------------
                                   Name:  James V. Ducote
                                   Title: Director


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                                   BANK OF MONTREAL, as a Lender



                                   By: /s/James V. Ducote
                                       ----------------------------------------
                                   Name:  James V. Ducote
                                   Title: Director


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                                   BANK ONE, NA (MAIN OFFICE CHICAGO),
                                   as Syndication Agent and a Lender



                                   By: /s/Jeanie Gonzales
                                       ----------------------------------------
                                   Name:  Jeanie Gonzales
                                   Title: Director


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                                   WELLS FARGO BANK TEXAS, NA, as Collateral
                                   Agent, Documentation Agent and a Lender



                                   By: /s/ Paul Squires
                                       ----------------------------------------
                                   Name:  Paul Squires
                                   Title: Vice President


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