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EXHIBIT 4.5    
    






 

PLAINS ALL AMERICAN PIPELINE, L.P.

PAA FINANCE CORP.
  as Issuers  


 and  


THE SUBSIDIARY GUARANTORS NAMED HEREIN
  as Guarantors  


$175,000,000  


 SERIES A AND SERIES B  


5.875% SENIOR NOTES DUE 2016  


FOURTH  


 SUPPLEMENTAL  


 INDENTURE  



	
Dated as of August 12, 2004






WACHOVIA BANK, NATIONAL ASSOCIATION

as Trustee  


 



  






 
  
 

    TABLE OF CONTENTS    
    



	ARTICLE I	 	1
	 	Section 1.01.	 	Establishment	 	1
	

ARTICLE II DEFINITIONS AND INCORPORATION BY REFERENCE	
 	

2
	 	Section 2.01.	 	Definitions	 	2
	 	Section 2.02.	 	Other Definitions	 	6
	

ARTICLE III THE NOTES	
 	

6
	 	Section 3.01.	 	Form	 	6
	 	Section 3.02.	 	Issuance of Additional Notes	 	7
	 	Section 3.03.	 	Transfer of Transfer Restricted Securities	 	7
	 	Section 3.04.	 	Restrictive Legends	 	9
	

ARTICLE IV REDEMPTION AND PREPAYMENT	
 	

10
	 	Section 4.01.	 	Optional Redemption	 	10
	 	Section 4.02.	 	Mandatory Redemption	 	10
	

ARTICLE V COVENANTS	
 	

10
	 	Section 5.01.	 	Compliance Certificate	 	10
	 	Section 5.02.	 	Limitations on Liens	 	11
	 	Section 5.03.	 	Restriction of Sale-Leaseback Transaction	 	12
	 	Section 5.04.	 	SEC Reports; Financial Statements	 	12
	 	Section 5.05.	 	Additional Subsidiary Guarantees	 	13
	

ARTICLE VI SUCCESSORS	
 	

14
	 	Section 6.01.	 	Consolidation and Mergers of the Issuers	 	14
	 	Section 6.02.	 	Rights and Duties of Successor	 	14
	 	Section 6.03.	 	Supplemental Indenture	 	14
	

ARTICLE VII DEFAULTS AND REMEDIES	
 	

14
	 	Section 7.01.	 	Events of Default	 	14
	

ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE	
 	

16
	 	Section 8.01.	 	Option to Effect Legal Defeasance or Covenant Defeasance	 	16
	 	Section 8.02.	 	Legal Defeasance and Discharge	 	16
	 	Section 8.03.	 	Covenant Defeasance	 	16
	 	Section 8.04.	 	Conditions to Legal or Covenant Defeasance	 	17
	 	Section 8.05.	 	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	 	18
	 	Section 8.06.	 	Repayment to Issuers	 	18
	 	Section 8.07.	 	Reinstatement	 	18
	

ARTICLE IX SUBSIDIARY GUARANTEES	
 	

19
	 	Section 9.01.	 	Subsidiary Guarantees	 	19
	 	Section 9.02.	 	Limitation on Liability	 	20
	 	Section 9.03.	 	Successors and Assigns	 	20
	 	Section 9.04.	 	No Waiver	 	20
	 	Section 9.05.	 	Modification	 	20
	 	Section 9.06.	 	Execution of Supplemental Indenture for Future Subsidiary Guarantors	 	21
	 	Section 9.07.	 	Release of Guarantee	 	21
	

ARTICLE X MISCELLANEOUS	
 	

21
	 	Section 10.01.	 	Additional Amendments	 	21
	 	 	 	 	 





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	 	Section 10.02.	 	Integral Part	 	21
	 	Section 10.03.	 	Adoption, Ratification and Confirmation	 	21
	 	Section 10.04.	 	Counterparts	 	22
	 	Section 10.05.	 	Governing Law	 	22





	

EXHIBIT A:	
 	

Form of Note
	EXHIBIT B:	 	Form of Supplemental Indenture
	EXHIBIT C:	 	Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities Pursuant to Rule 144A or Rule 501
	EXHIBIT D:	 	Transferee Letter of Representations
	EXHIBIT E:	 	Certificate to be Delivered Upon Exchange or Registration of Transfer of Securities Pursuant to Regulation S




ii











        FOURTH SUPPLEMENTAL INDENTURE dated as of August 12, 2004 (this "Supplemental Indenture") among PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (the
"Partnership"), PAA FINANCE CORP., a wholly owned subsidiary of the Partnership and a Delaware corporation ("PAA Finance" and, together with the Partnership, the "Issuers"), and the subsidiary
guarantors signatory hereto (the "Subsidiary Guarantors"), and WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (the "Trustee"). 


W
I T N E S S E T H: 


        WHEREAS,
the Issuers have heretofore entered into an Indenture, dated as of September 25, 2002 (the "Original Indenture"), with Wachovia Bank, National Association, as trustee; 


        WHEREAS,
the Original Indenture, as supplemented by this Supplemental Indenture, is herein called the "Indenture"; 



        WHEREAS,
under the Original Indenture, a new series of Debt Securities may at any time be established by the Boards of Directors of the Managing General Partner and PAA Finance in
accordance with the provisions of the Original Indenture and the form and terms of such series may be established by a supplemental Indenture executed by the Issuers and the Trustee; 


        WHEREAS,
also under the Original Indenture, guarantors with respect to a series of Debt Securities may be added as parties to the Indenture by a supplemental Indenture executed by
themselves, the Issuers and the Trustee; 


        WHEREAS,
the Issuers propose to create under the Indenture a new series of Debt Securities, such series to be guaranteed by the Subsidiary Guarantors; 


        WHEREAS,
additional Debt Securities of other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and modified, may be issued from
time to time pursuant to the Original Indenture as at the time supplemented and modified; and 


        WHEREAS,
all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make it a valid and binding obligation of the Issuers and the Subsidiary
Guarantors have been done or performed. 


        NOW,
THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows: 


 
 

ARTICLE I    
    


 
 
        Section 1.01.    Establishment.     (a) There is hereby established a new series of Debt Securities to be
issued under the Indenture, to be designated as the Issuers' 5.875% Senior Notes due
2016 (the "Notes"). As provided in Article III hereof, the Notes shall be issued as either Series A Notes or Series B Notes, and any Notes may have such additional designation. 


        (b)   There
are to be authenticated and delivered $175,000,000 principal amount of Series A Notes on the Issue Date, and from time to time thereafter there may be
authenticated and delivered an unlimited principal amount of Additional Notes. Further, from time to time after the Issue Date, Series B Notes may be authenticated and delivered in a principal
amount equal to the principal amount of the Series A Notes exchanged therefor pursuant to an Exchange Offer. 



        (c)   The
Notes shall be issued initially in the form of one or more Global Securities in substantially the form set out in Exhibit A hereto. The Depositary with
respect to the Notes shall be The Depository Trust Company. 


        (d)   Each
Note shall be dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent date to which
interest has been paid or duly provided for. 







 



        (e)   If
and to the extent that the provisions of the Original Indenture are duplicative of, or in contradiction with, the provisions of this Supplemental Indenture, the
provisions of this Supplemental Indenture shall govern. 


 
 

ARTICLE II
  DEFINITIONS AND INCORPORATION BY REFERENCE    
    


 
 
        Section 2.01.    Definitions.     All capitalized terms used herein and not otherwise defined below shall have
the meanings ascribed thereto in the Original Indenture. The following are additional
definitions used in this Supplemental Indenture: 


        "Additional
Interest" means all additional interest owing on the Notes pursuant to a registration default under an Exchange and Registration Rights Agreement. 


        "Affiliate"
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For
purposes of this definition, "control," as used with respect to any Person, shall mean the possession directly or indirectly of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of voting securities, by agreement or otherwise; and the terms "controlling," "controlled by" and "under common control with" shall have correlative
meanings. 


        "Attributable
Indebtedness," when used with respect to any Sale-leaseback Transaction, means, as at the time of determination, the present value (discounted at the rate set
forth or implicit in the terms of the lease included in such transaction) of the total obligations of the lessee for rental payments (other than amounts required to be paid on account of property
taxes, maintenance, repairs, insurance, assessments, utilities, operating and labor costs and other items that do not constitute payments for property rights) during the remaining term of the lease
included in such Sale-leaseback Transaction (including any period for which such lease has been extended). In the case of any lease that is terminable by the lessee upon the payment of a
penalty or other termination payment, such amount shall be the lesser of the amount determined assuming termination upon the first date such lease may be terminated (in which case the amount shall
also include the amount of the penalty or termination payment, but no rent shall be considered as required
to be paid under such lease subsequent to the first date upon which it may be so terminated) or the amount determined assuming no such termination. 


        "Capital
Interests" means any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, including, without limitation, with respect to
partnerships, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or
distributions of assets of, such Person. 


        "Consolidated
Net Tangible Assets" means, at any date of determination, the total amount of assets after deducting therefrom: (1) all current liabilities (excluding (a) any
current liabilities that by their terms are extendible or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being
computed; and (b) current maturities of long-term debt); and (2) the amount, net of any applicable reserves, of all goodwill, trade names, trademarks, patents and other like
intangible assets, all as set forth on the consolidated balance sheet of the Partnership for its most recently completed fiscal quarter, prepared in accordance with GAAP. 


        "Debt"
means any obligation created or assumed by any Person for the repayment of money borrowed, any purchase money obligation created or assumed by such Person, and any guarantee of
the foregoing. 


        "Exchange
and Registration Rights Agreement" means (a) the Registration Rights Agreement among the Partnership, PAA Finance, the Subsidiary Guarantors and the Initial Purchasers
dated the 


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Issue
Date relating to the Series A Notes issued on such date and (b) any similar agreement that the Issuers may enter into in relation to any other Series A Notes, in each case
as such agreement may be amended or modified from time to time. 


        "Exchange
Offer" means the offer by the Issuers to the Holders of all outstanding Transfer Restricted Securities to exchange all such outstanding Transfer Restricted Securities held by
such Holders for Series B Notes, in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. 



        "Funded
Debt" means all Debt maturing one year or more from the date of the creation thereof, all Debt directly or indirectly renewable or extendible, at the option of the debtor, by its
terms or by the terms of any instrument or agreement relating thereto, to a date one year or more from the date of the creation thereof, and all Debt under a revolving credit or similar agreement
obligating the lender or lenders to extend credit over a period of one year or more. 


        "Guarantee"
means a guarantee of the Notes given by a Subsidiary Guarantor pursuant to the Indenture, including all obligations under Article IX hereof. 



        "guarantee"
means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including,
without limitation, by way of a pledge of assets, or through letters of credit or reimbursement, "claw-back," "make-well," or "keep-well" agreements in respect
thereof), of all or any part of the payment of any Debt. The term "guarantee" used as a verb has a corresponding meaning. 


        "Initial
Purchasers" means Banc of America Securities LLC and the other initial purchasers party to the initial Exchange and Registration Rights Agreement. 


        "Issue
Date" means, with respect to the Notes, the date on which the Notes are initially issued. 


        "Notes"
has the meaning assigned to it in Section 1.01(a) hereof, and includes both the Series A Notes and the Series B Notes. 


        "Obligations"
means any principal, interest, liquidated damages, penalties, fees, indemnifications, reimbursement obligations, damages and other liabilities payable under the
documentation governing any Debt. 


        "Pari
Passu Debt" means any Funded Debt of either of the Issuers, whether outstanding on the Issue Date of thereafter created, incurred or assumed, unless, in the case of any particular
Funded Debt, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Funded Debt shall be subordinated in right of payment to the
Notes. 


        "Partnership
Agreement" means the Third Amended and Restated Agreement of Limited Partnership of Plains All American Pipeline, L.P., amended and restated effective as of June 27,
2001, as amended by Amendment No. 1 thereto dated as of April 15, 2004 and as such may be otherwise amended, modified or supplemented from time to time. 


        "Permitted
Liens" means: 



        (1)   Liens
upon rights-of-way for pipeline purposes; 


        (2)   any
statutory or governmental Lien or Lien arising by operation of law, or any mechanics', repairmen's, materialmen's, suppliers', carriers', landlords', warehousemen's
or similar Lien incurred in the ordinary course of business which is not yet due or which is being contested in good faith by appropriate proceedings and any undetermined Lien which is incidental to
construction, development, improvement or repair; 



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        (3)   the
right reserved to, or vested in, any municipality or public authority by the terms of any right, power, franchise, grant, license, permit or by any provision of law,
to purchase or recapture or to designate a purchaser of, any property; 


        (4)   Liens
of taxes and assessments which are (A) for the then current year, (B) not at the time delinquent, or (C) delinquent but the validity of which
is being contested at the time by an Issuer or any Restricted Subsidiary in good faith; 


        (5)   Liens
of, or to secure performance of, leases, other than capital leases; 



        (6)   any
Lien upon, or deposits of, any assets in favor of any surety company or clerk of court for the purpose of obtaining indemnity or stay of judicial proceedings; 


        (7)   any
Lien upon property or assets acquired or sold by an Issuer or any Restricted Subsidiary resulting from the exercise of any rights arising out of defaults on
receivables; 


        (8)   any
Lien incurred in the ordinary course of business in connection with worker's compensation, unemployment insurance, temporary disability, social security, retiree
health or similar laws or regulations or to secure obligations imposed by statute or governmental regulations; 


        (9)   any
Lien in favor of an Issuer or any Restricted Subsidiary; 


        (10) any
Lien in favor of the United States of America or any state thereof, or any department, agency or instrumentality or political subdivision of the United States of
America or any state thereof, to secure partial, progress, advance, or other payments pursuant to any contract or statute, or any Debt
incurred by an Issuer or any Restricted Subsidiary for the purpose of financing all or any part of the purchase price of, or the cost of constructing, developing, repairing or improving, the property
or assets subject to such Lien; 


        (11) any
Lien securing industrial development, pollution control or similar revenue bonds; 


        (12) any
Lien securing Debt of an Issuer or any Restricted Subsidiary, all or a portion of the net proceeds of which are used, substantially concurrently with the funding
thereof (and for purposes of determining such "substantial concurrence," taking into consideration, among other things, required notices to be given to Holders of Outstanding Debt Securities
(including the Notes) in connection with such refunding, refinancing or repurchase, and the required corresponding durations thereof), to refinance, refund or repurchase all Outstanding Debt
Securities (including the Notes), including the amount of all accrued interest thereon and reasonable fees and expenses and premium, if any, incurred by the Issuers or any Restricted Subsidiary in
connection therewith; 


        (13) Liens
in favor of any Person to secure obligations under the provisions of any letters of credit, bank guarantees, bonds or surety obligations required or requested by
any governmental authority in connection with any contract or statute; 


        (14) any
Lien upon or deposits of any assets to secure performance of bids, trade contracts, leases or statutory obligations; 



        (15) any
Lien or privilege vested in any grantor, lessor or licensor or permittor for rent or other charges due or for any other obligations or acts to be performed, the
payment of which rent or other charges or performance of which other obligations or acts is required under leases, easements, rights-of-way, licenses, franchises, privileges,
grants or permits, so long as payment of such rent or the performance of such other obligations or acts is not delinquent or the requirement for such payment or performance is being contested in good
faith by appropriate proceedings; 



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        (16) easements,
exceptions or reservations in any property of the Partnership or any of the Restricted Subsidiaries granted or reserved for the purpose of pipelines, roads,
the removal of oil, gas, coal or other minerals, and other like purposes for the joint or common use of real property, facilities and equipment, which are incidental to, and do not materially
interfere with, the ordinary conduct of its business or the business of the Partnership and its Subsidiaries, taken as a whole; 


        (17) Liens
arising under operating agreements, joint venture agreements, partnership agreements, oil and gas leases, farmout agreements, division orders, contracts for sale,
transportation or exchange of oil and natural gas, unitization and pooling declarations and agreements, area of mutual interest agreements and other agreements arising in the ordinary course of the
Partnership's or any Restricted Subsidiary's business that are customary in the business of marketing, transportation and terminalling of crude oil and/or marketing of liquefied petroleum gas; or 


        (18) any
obligations or duties to any municipality or public authority with respect to any lease, easement, right-of-way, license, franchise,
privilege, permit or grant. 




        "Principal
Property" means, whether owned or leased on the Issue Date or thereafter acquired: (1) any of the pipeline assets of the Partnership or the pipeline assets of any
Subsidiary of the Partnership, including any related facilities employed in the transportation, distribution, terminalling, gathering, treating, processing, marketing or storage of crude oil or
refined petroleum products, natural gas, natural gas liquids, fuel additives or petrochemicals, and (2) any processing or manufacturing plant or terminal owned or leased by the Partnership or
any Subsidiary of the Partnership; except, in the case of either clause (1) or (2), (a) any such assets consisting of inventories, furniture, office fixtures and equipment, including
data processing equipment, vehicles and equipment used on, or useful with, vehicles, and (b) any such assets, plant or terminal which, in the good faith opinion of the Board of Directors, is
not material in relation to the activities of the Partnership or the activities of the Partnership and its Subsidiaries, taken as a whole. 



        "Restricted
Subsidiary" means any Subsidiary of the Partnership owning or leasing, directly or indirectly through ownership in another Subsidiary, and Principal Property. 


        "Sale-leaseback
Transaction" means the sale or transfer by an Issuer or any Subsidiary of the Partnership of any Principal Property to a Person (other than an Issuer or a
Subsidiary of the Partnership) and the taking back by an Issuer or any Subsidiary of the Partnership, as the case may be, of a lease of such Principal Property. 


        "Securities"
shall have the meaning assigned to such term in the Exchange and Registration Rights Agreement relating thereto. 


        "Series A
Notes" means the Issuers' 5.875% Series A Senior Notes due 2016 to be issued pursuant to this Supplemental Indenture. 


        "Series B
Notes" means the Issuers' 5.875% Series B Notes due 2016 to be issued pursuant to an Exchange Offer. 


        "Subsidiary"
means, with respect to any Person: (1) any other Person of which more than 50% of the total voting power of shares or other Capital Interests entitled, without regard
to the occurrence of any contingency, to vote in the election of directors, managers or trustees (or equivalent persons) thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person or a combination thereof; or (2) in the case of a partnership, more than 50% of the partners' Capital Interests, considering all
partners' Capital Interests as a single class, is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination
thereof. 


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        "Subsidiary
Guarantors" means each of: 



        (1)   the
Subsidiaries of the Partnership named as the "Subsidiary Guarantors" on the signature pages of this Supplemental Indenture; 


        (2)   any
other Subsidiary that executes a supplemental Indenture to provide a Guarantee in accordance with the provisions of the Indenture; and 


        (3)   their
respective successors and assigns. 




Notwithstanding
anything in the Indenture to the contrary, neither PAA Finance nor 3794865 Canada Ltd. shall be a Subsidiary Guarantor. 



        "Transfer
Restricted Securities" means any Notes outstanding prior to the Resale Restriction Termination Date with respect to such Notes and which must bear the legend required under
Section 3.04 hereof. 


 
 

           Section 2.02.    Other Definitions.     



	Term
 
	 	Defined in

Section
	 
	"Additional Notes"	 	3.02	 
	"Covenant Defeasance"	 	8.03	 
	"Distribution Compliance Period"	 	3.03(c	)
	"Event of Default"	 	7.01	 
	"IAI Global Note"	 	3.01	 
	"IAIs"	 	3.01	 
	"Legal Defeasance"	 	8.02	 
	"Note Obligations"	 	9.01	 
	"Payment Default	 	7.01	 
	"QIBs"	 	3.01	 
	"Regulation S"	 	3.01	 
	"Regulation S Global Note"	 	3.01	 
	"Required Filing Dates"	 	5.04	 
	"Resale Restriction Termination Date"	 	3.04	 
	"Rule 144A"	 	3.01	 
	"Rule 144A Global Note"	 	3.01	 
	"Successor Company"	 	6.01	 
	"U.S. Persons"	 	3.01	 




 
 

ARTICLE III
  THE NOTES    
    


 
 
        Section 3.01.    Form.     The Notes shall be issued initially in the form of one or more Global Securities as
Series A Notes, with Series A Notes initially resold in reliance
upon Rule 144A and Regulation S being represented by separate Global Securities, which are referred to herein as the "Rule 144A Global Note" and the "Regulation S Global
Note," respectively. The Series A Notes and Trustee's certificate of authentication shall be substantially in the form of Exhibit A hereto, the terms of which are incorporated in and
made a part of this Supplemental Indenture, and the Issuers and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be
bound thereby. The Series A Notes constituting Transfer Restricted Securities will be resold initially only to (a) Qualified Institutional Buyers (as such term is defined in
Section 144A of the Securities Act) ("QIBs") in reliance on Rule 144A of the Securities Act ("Rule 144A") and (b) Persons other than U.S. Persons (as defined under
Regulation S under the Securities Act ("Regulation S")) ("U.S. Persons") in reliance on Regulation S. Thereafter, the Series A 


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Notes
may be transferred to, among others, QIBs, purchasers in reliance upon Regulation S and institutional "accredited investors" (as defined in subparagraph (a)(1), (2), (3) or
(7) of Rule 501 of the Securities Act ("IAIs")) in accordance with the procedures set forth in Rule 501 of the Securities Act, provided that any Series A Notes constituting
Transfer Restricted Securities that are transferred to IAIs who are not QIBs shall be issued only in definitive form or in the form of interests in a separate Global Security (the "IAI Global Note").
Pursuant to the terms of an Exchange and Registration Rights Agreement, upon consummation of the Exchange Offer contemplated thereby, the Series A Notes constituting Transfer Restricted
Securities will be exchanged by the Holders for Series B Notes to be issued by the Issuers in accordance with Section 3.03 hereof. The Series B Notes shall be issued initially in
the form of one or more Global Securities, and the Series B Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A hereto. 


 
 

           Section 3.02.    Issuance of Additional Notes.     The Issuers may, from time to time, issue an
unlimited amount of additional Series A Notes ("Additional Notes") under the Indenture, which shall be issued
in the same form as the Series A Notes issued on the Issue Date and which shall have identical terms as the Series A Notes issued on the Issue Date other than with respect to the issue
date, issue price and date of first payment of interest. The Series A Notes issued on the Issue Date shall be limited in aggregate principal amount to $175,000,000. The Series A Notes
issued on the Issue Date and any Additional Notes subsequently issued, together with any Series B Notes issued in exchange therefor pursuant to an Exchange Offer, shall be treated as a single
series for all purposes under the Indenture, including waivers, amendments, redemptions and offers to purchase. If the Issuers issue additional Series A Notes prior to the completion of an
Exchange Offer, the period of the resale restrictions applicable to any Series A Notes previously offered and sold in reliance on Rule 144A will be automatically extended to the last day
of the period of any resale restrictions imposed on any such additional Series A Notes. 


 
 

           Section 3.03.    Transfer of Transfer Restricted Securities.     


        (a)   When
Notes are presented to the Registrar with the request to register the transfer of such Notes or exchange such Notes for an equal principal amount of Notes of other
authorized denominations, the Registrar shall register the transfer or make the exchange in accordance with Article II of the Original Indenture. In addition, in the case of Series A
Notes that are Transfer Restricted Securities in definitive form, such request to register the transfer or make the exchange shall be accompanied by the following additional information and documents,
as applicable, upon which the Registrar may conclusively rely: 



        (1)   if
such Transfer Restricted Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, a certification
from such Holder to that effect in substantially the form of Exhibit C hereto; or 



        (2)   if
such Transfer Restricted Securities are being transferred (i) to a QIB in accordance with Rule 144A under the Securities Act or (ii) pursuant to
an exemption from registration in accordance with Rule 144 under the Securities Act (and based upon an opinion of counsel if the Issuers or the Trustee so requests) or (iii) pursuant to
an effective registration statement under the Securities Act, a certification to that effect from such Holder in substantially the form of Exhibit C hereto; or 


        (3)   if
such Transfer Restricted Securities are being transferred to an IAI within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
Act pursuant to a private placement exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Issuers or the Trustee so requests), a certification
to that effect from such Holder in substantially the form of Exhibit C hereto and a certification from the applicable transferee in substantially the form of Exhibit D hereto; or 



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        (4)   if
such Transfer Restricted Securities are being transferred to Persons other than U.S. Persons in reliance on Regulation S, a certification to that effect from
such Holder in substantially the form of Exhibit E hereto; or 


        (5)   if
such Transfer Restricted Securities are being transferred in reliance on another exemption from the registration requirements of the Securities Act (and based upon an
opinion of counsel if the Issuers or the Trustee so requests), a certification to that effect from such Holder in substantially the form of Exhibit C hereto. 




        (b)   Upon
any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144
under the Securities Act or an effective registration statement under the Securities Act: 



        (1)   in
the case of any Transfer Restricted Security that is in the form of a definitive Note, the Registrar shall permit the Holder thereof to exchange such Transfer
Restricted Security for a definitive Note that does not bear the legend set forth in Section 3.04(a) below and rescind any restriction on the transfer of such Transfer Restricted Security; and 



        (2)   in
the case of any Transfer Restricted Security represented by a Global Security, such Transfer Restricted Security shall not be required to bear the legend set forth in
Section 3.04(a) below if all other interests in such Global Security have been or are concurrently being sold or transferred pursuant to Rule 144 under the Securities Act or pursuant to
an effective registration statement under the Securities Act. 




Notwithstanding
the foregoing, upon consummation of an Exchange Offer, the Issuers shall issue and, upon receipt of an authentication order in accordance with Section 2.05 of the Original
Indenture, the Trustee shall authenticate Series B Notes in exchange for Series A Notes accepted for exchange in the Exchange Offer, which Series B Notes shall not bear the legend
set forth in Section 3.04(a) below, and the Registrar shall rescind any restriction on the transfer of such Notes, in each case unless the Holder of such Series A Notes is either
(1) is an affiliate of the Issuers within the meaning of Rule 405 under the
Securities Act or an Initial Purchaser holding Series A Notes acquired by it and having the status of an unsold allotment in the initial offering and sale of Series A Notes pursuant to
the Purchase Agreement, dated as of August 5, 2004, between the Issuers, the other parties referred to as "Plains Parties" therein and the Initial Purchasers, (2) does not acquire the
Series B Notes in the ordinary course of such Holder's business or (3) has an arrangement or understanding with any Person to participate in the Exchange Offer for the purpose of
distributing such Series B Notes or is engaged in, and intends to engage in, any such distribution. The Issuers shall identify to the Trustee such Holders of the Notes in a written
certification signed by an officer of each Issuer and, absent certification from the Issuers to such effect, the Trustee shall assume that there are no such Holders. 


        (c)   Until
the 40th day after the later of the commencement of the offering of the Series A Notes and the Issue Date thereof (such period, the "Distribution Compliance
Period"), a beneficial interest in a Regulation S Global Note may be transferred to a Person who takes delivery in the form of an interest in a Rule 144A Global Note or an IAI Global
Note only if the transferor first delivers to the Trustee a written certificate (in the form provided in Exhibit C hereto) to the effect that such transfer is being made to a Person who the
transferor reasonably believes is purchasing for its own account or accounts as to which it exercises sole investment discretion and that such Person is a QIB acquiring such Series A Notes in a
transaction meeting the requirements of Rule 144A or an IAI acquiring such Series A Notes pursuant to a private placement exemption under the Securities Act, in each case in accordance
with any applicable securities laws of any state of the United States or any other jurisdiction; provided that, in the case of a transfer to a Person who takes delivery in the form of an interest in
an IAI Global Note, such Person shall deliver to the Trustee a written certificate in the form provided in Exhibit D hereto. After the expiration of the Distribution Compliance Period, such 


E-8







 



certification
requirements shall not apply to such transfers of beneficial interests in the Regulation S Global Notes. 


        (d)   Beneficial
interests in a Rule 144A Global Note or an IAI Global Note may be transferred to a Person who takes delivery in the form of an interest in a
Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form
provided in Exhibit C or E hereto, as applicable) to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144 (if available). 


 
 

           Section 3.04.    Restrictive Legends.     


        (a)   Except
as provided in Section 3.03 hereof, prior to the Resale Restriction Termination Date, each security certificate evidencing the Notes shall bear a legend in
substantially the following form: 


        THE
ISSUANCE AND SALE OF THIS SECURITY (AND ANY GUARANTEE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY (NOR ANY GUARANTEE HEREOF) NOR ANY INTEREST OR PARTICIPATION HEREIN (OR THEREIN) MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER HEREOF, BY ITS ACCEPTANCE OF THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUERS THAT THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE EXPIRATION OF THE
HOLDING PERIOD APPLICABLE THERETO UNDER RULE 144(k) UNDER THE SECURITIES ACT WHICH IS APPLICABLE TO THIS SECURITY (THE "RESALE RESTRICTION TERMINATION DATE") OTHER THAN (1) TO THE ISSUERS OR
THEIR RESPECTIVE SUBSIDIARIES, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES
IS A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, IN EACH CASE TO WHOM NOTICE IS GIVEN THAT THE
RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) INSIDE THE UNITED STATES TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT), (4) TO A NON-"U.S. PERSON" IN AN "OFFSHORE TRANSACTION" (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (5) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING THE EXEMPTION PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT, IF AVAILABLE, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE
DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL, AND SUBJECT TO THE RIGHT OF THE ISSUERS OR THE TRUSTEE FOR THE SECURITIES
PRIOR TO ANY SUCH SALE, PLEDGE OR OTHER TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED
UPON REQUEST OF THE HOLDER ON OR AFTER THE RESALE RESTRICTION TERMINATION DATE. 


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        (b)   Each
security certificate evidencing the Global Securities shall bear a legend in substantially the following form: 


        THIS
GLOBAL SECURITY IS HELD BY OR ON BEHALF OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.08 OF THE ORIGINAL INDENTURE, (B) THIS GLOBAL SECURITY
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.15 OF THE ORIGINAL INDENTURE, (C) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.10
OF THE ORIGINAL INDENTURE AND (D) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS. 


 
 

ARTICLE IV
  REDEMPTION AND PREPAYMENT    
    


 
 
        Section 4.01.    Optional Redemption.     


        (a)   At
their option at any time prior to maturity, the Issuers may choose to redeem all or any portion of the Notes, at once or from time to time. 



        (b)   To
redeem the Notes, the Issuers must pay a redemption price in an amount determined in accordance with the provisions of paragraph number 5 of the form of Note in
Exhibit A hereto, plus accrued and unpaid interest, if any, including Additional Interest, if any, to the redemption date (subject to the right of Holders on the relevant record date to receive
interest due on the relevant interest payment date). 


        (c)   Any
redemption pursuant to this Section 4.01 shall otherwise be made pursuant to the provisions of Sections 3.01 through 3.03 of the Original Indenture. The
actual redemption price shall be set forth in an Officers' Certificate delivered to the Trustee no later than two Business Days prior to each redemption date. 


 
 

           Section 4.02.    Mandatory Redemption.     The Issuers shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes. 


 
 

ARTICLE V
  COVENANTS    
    


 
 
        Section 5.01.    Compliance Certificate.     (a) In lieu of the Officers' Certificate required by
Section 4.05 of the Original Indenture, the Issuers and Subsidiary Guarantors shall deliver to
the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Partnership and its Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officers (one of whom shall be the principal executive, financial or accounting officer of each Issuer and Subsidiary Guarantor) with a
view to determining whether the Issuers have kept, observed, performed and fulfilled their obligations under the Indenture, and further stating, as to each such Officer signing such certificate, that
to the best of his or her knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant contained in the Indenture and are not in default in the performance or observance
of any of the terms, provisions and conditions of the Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Issuers are taking or propose to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal 


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of
or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuers are taking or propose to take with respect thereto. 


        (b)   The
Issuers shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith and in any event within five days upon any Officer becoming aware of
any Default or Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers' Certificate specifying such Default or Event of Default
and what action the Issuers are taking or propose to take with respect thereto. 


 
 

           Section 5.02.    Limitations on Liens.     The Issuers will not, nor will they permit any Subsidiary of
the Partnership to, create, assume, incur or suffer to exist any Lien upon any Principal Property or
upon any Capital Interests of any Restricted Subsidiary, whether owned or leased on the Issue Date or thereafter acquired, to secure any Debt of an Issuer or any other Person (other than Debt
Securities), without in any such case making effective provision whereby all of the Notes shall be secured equally and ratably with, or prior to, such Debt so long as such Debt shall be so secured.
This restriction shall not apply to: 


        (a)   Permitted
Liens; 


        (b)   any
Lien upon any property or assets created at the time of acquisition of such property or assets by an Issuer or any Restricted Subsidiary or within one year after
such time to secure all or a portion of the purchase price for such property or assets or Debt incurred to finance such purchase price, whether such Debt was incurred prior to, at the time of or
within one year after the date of such acquisition; 


        (c)   any
Lien upon any property or assets to secure all or part of the cost of construction, development, repair or improvements thereon or to secure Debt incurred prior to,
at the time of, or within one year after completion of such construction, development, repair or improvements or the commencement of full operations thereof (whichever is later), to provide funds for
any such purpose; 


        (d)   any
Lien upon any property or assets existing thereon at the time of the acquisition thereof by an Issuer or any Restricted Subsidiary (whether or not the obligations
secured thereby are assumed by an Issuer or any Restricted Subsidiary); provided, however, that such Lien only encumbers the property or assets so acquired; 



        (e)   any
Lien upon any property or assets of a Person existing thereon at the time such Person becomes a Restricted Subsidiary by acquisition, merger or otherwise; provided,
however, that such Lien only encumbers the property or assets of such Person at the time such Person becomes a Restricted Subsidiary; 


        (f)    any
Lien upon any property or assets of an Issuer or any Restricted Subsidiary in existence on December 10, 2003 or provided for pursuant to agreements existing
on December 10, 2003; 


        (g)   Liens
imposed by law or order as a result of any proceeding before any court or regulatory body that is being contested in good faith, and Liens which secure a judgment
or other court-ordered award or settlement as to which an Issuer or the applicable Restricted Subsidiary, as the case may be, has not exhausted its appellate rights; 


        (h)   any
extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancing, refunding or replacements) of Liens, in whole or in part,
referred to in clauses (a) through (g), inclusive, of this Section 5.02; provided, however, that any such extension, renewal, refinancing, refunding or replacement Lien shall be limited
to the property or assets covered by the Lien extended, renewed, refinanced, refunded or replaced and that the obligations secured by any such extension, renewal, refinancing, refunding or replacement
Lien shall be in an amount not greater than the amount of the obligations secured by the Lien extended, renewed, refinanced, refunded or replaced 


E-11







 



and
any expenses of the Issuers and the Restricted Subsidiaries (including any premium) incurred in connection with such extension, renewal, refinancing, refunding or replacement; or 


        (i)    any
Lien resulting from the deposit of moneys or evidence of indebtedness in trust for the purpose of defeasing Debt of an Issuer or any Restricted Subsidiary. 



        Notwithstanding
the foregoing provisions of this Section 5.02, the Issuers may, and may permit any Restricted Subsidiary to, create, assume, incur or suffer to exist any Lien upon
any Principal Property or Capital Interests of a Restricted Subsidiary to secure Debt of an Issuer or any Person (other than Debt Securities) that is not excepted by clauses (a) through (i),
inclusive, of this Section 5.02 without securing the Notes, provided that the aggregate principal amount of all Debt then outstanding secured by such Lien and all other Liens not excepted by
clauses (a) through (i), inclusive, of this Section 5.02, together with all Attributable Indebtedness from Sale-leaseback Transactions (excluding Sale-leaseback
Transactions permitted by clauses (a) through (d), inclusive, of Section 5.03), does not exceed 10% of Consolidated Net Tangible Assets. 


 
 

           Section 5.03.    Restriction of Sale-Leaseback Transaction.     The Issuers will not, and will not
permit any Subsidiary of the Partnership to, engage in a Sale-Leaseback Transaction, unless: 


        (a)   such
Sale-Leaseback Transaction occurs within one year from the date of completion of the acquisition of the Principal Property subject thereto or the date
of the completion of construction, development or substantial repair or improvement, or commencement of full operations on such Principal Property, whichever is later; 


        (b)   the
Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; 


        (c)   the
Attributable Indebtedness from that Sale-Leaseback Transaction is an amount equal to or less than the amount the Issuers or such Subsidiary would be
allowed to incur as Debt secured by a Lien on the Principal Property subject thereto without equally and ratably securing the Notes under Section 5.02; or 



        (d)   the
Issuers or such Subsidiary, within a one-year period after such Sale-Leaseback Transaction, applies or causes to be applied an amount not
less than the net sale proceeds from such Sale-Leaseback Transaction to (A) the prepayment, repayment, redemption, reduction or retirement of any Pari Passu Debt of an Issuer or any
Subsidiary of the Partnership, or (B) the expenditure or expenditures for Principal Property used or to be used in the ordinary course of business of the Partnership or its Subsidiaries. 


        Notwithstanding
the foregoing provisions of this Section 5.03, the Issuers may, and may permit any Subsidiary of the Partnership to, effect any Sale-Leaseback
Transaction that is not excepted by clauses (a) through (d), inclusive, of this Section 5.03, provided that the Attributable Indebtedness from such Sale-leaseback
Transaction, together with the aggregate principal amount of then outstanding Debt (other than Debt Securities) secured by Liens upon Principal Property not excepted by clauses (a) through (i),
inclusive, of Section 5.02, does not exceed 10% of Consolidated Net Tangible Assets. 


 
 

           Section 5.04.    SEC Reports; Financial Statements.     



        (a)   Whether
or not the Partnership is then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Partnership shall electronically file
with the Commission, so long as the Notes are Outstanding, the annual, quarterly and other periodic reports that the Partnership is required to file (or would otherwise be required to file) with the
Commission pursuant to Sections 13 and 15(d) of the Exchange Act, and such documents shall be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which the
Partnership is required to file (or would otherwise be required to file) such documents, unless, in each case, such filings are not then permitted by the Commission. 


E-12







 



        (b)   If
such filings are not then permitted by the Commission, or such filings are not generally available on the Internet free of charge, the Issuers shall provide the
Trustee with, and the Trustee will mail to any Holder of Notes requesting in writing to the Trustee copies of, such annual, quarterly and other periodic reports specified in Sections 13 and 15(d) of
the Exchange Act within 15 days after the respective Required Filing Dates. 



        (c)   In
addition, the Issuers shall furnish to the Holders of Notes and to prospective investors, upon the requests of Holders of Notes, any information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act, so long as the Notes are not freely transferable under the Securities Act. 


        (d)   The
Partnership shall provide the Trustee with a sufficient number of copies of all reports and other documents and information that the Trustee may be required to
deliver to Holders of Notes under clause (b) of this Section 5.04. 



        (e)   Delivery
of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Partnership's compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates). 


 
 

           Section 5.05.    Additional Subsidiary Guarantees.     If any Subsidiary (or its successor) of the
Partnership that is not then a Subsidiary Guarantor guarantees Debt of either of the Issuers or any other Subsidiary
of the Partnership, in either case after the Issue Date, then such Subsidiary (or successor) shall execute and deliver a supplemental Indenture providing for the guarantee of the payment of the Notes
pursuant to Article IX hereof. 


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ARTICLE VI
  SUCCESSORS    
    


        With respect to the Notes, the provisions of this Article VI shall preempt the provisions of Article X of the Original Indenture in their entirety. 


 
 

           Section 6.01.    Consolidation and Mergers of the Issuers.     Neither Issuer shall consolidate or
amalgamate with or merge with or into any Person, or sell, convey, transfer, lease or otherwise dispose of all or
substantially all its assets to any Person, whether in a single transaction or a series of related transactions, except (1) in accordance with the provisions of the Partnership Agreement, and
(2) unless: (a) either (i) such Issuer shall be the surviving Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than such Issuer
(the "Successor Company") shall be a partnership, limited liability company or corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia
(provided that PAA Finance may not merge, amalgamate or consolidate with or into another Person other than a corporation satisfying such requirement for so long as the Partnership is not a
corporation) and the Successor Company shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, 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 the due and punctual performance or observance of all the other
obligations under the Indenture to be performed or observed by such Issuer; (b) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default
would occur or be continuing; (c) if such Issuer is not the continuing Person, then each Subsidiary Guarantor, unless it has become the Successor Company, shall confirm that its Guarantee shall
continue to apply to the obligations under the Notes and the Indenture; and (d) such Issuer shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating
that such consolidation, amalgamation, merger, sale, conveyance, transfer, lease or other disposition and such supplemental Indenture (if any) comply with this Section 6.01 and any other
applicable provisions of the Indenture. 


 
 

          Section 6.02.    Rights and Duties of Successor.     In case of any consolidation, amalgamation or
merger where an Issuer is not the continuing Person, or disposition of all or substantially all of the assets of an
Issuer in accordance with Section 6.01, the Successor Company shall succeed to and be substituted for such Issuer with the same effect as if it had been named herein as the respective party to
the Indenture, and the predecessor entity shall be released from all liabilities and obligations under the Indenture and the Notes, except that no such release will occur in the case of a lease of all
or substantially all of an Issuer's assets. In case of any such consolidation, amalgamation, merger, sale, conveyance, transfer, lease or other disposition, such changes in phraseology and form (but
not in substance) may be made in the Notes thereafter to be issued as may be appropriate. 


 
 

           Section 6.03.    Supplemental Indenture.     Section 9.01 of the Original Indenture is hereby
amended, with respect to the Notes, by adding the words "or a Subsidiary Guarantor's" immediately after
the word "Issuer's" in Section 9.01(c). 


 
 

ARTICLE VII
  DEFAULTS AND REMEDIES    
    


 
 
        Section 7.01.    Events of Default.     With respect to the Notes, the provisions of this Section 7.01
shall preempt the provisions of the first and final paragraphs of Section 6.01 of the
Original Indenture in their entirety. 


        (a)   An
"Event of Default" occurs if: 



        (i)    the
Issuers default for 60 days in the payment when due of interest on, or Additional Interest with respect to, the Notes; 



E-14







 

        (ii)   the
Issuers default in the payment when due of principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise; 



        (iii)  failure
by an Issuer or any Subsidiary Guarantor for 30 days after receipt of notice by the Issuers from the Trustee or to the Issuers and the Trustee by the
Holders of at least 25% in principal amount of the Notes then Outstanding to comply with any other term, covenant or warranty in the Indenture or the Notes
(provided that notice need not be given, and an Event of Default shall occur, 30 days after any breach of the provisions of Section 6.01
hereof); 


        (iv)  default
under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt of an Issuer or any of the
Partnership's Subsidiaries (or the payment of which is guaranteed by the Partnership or any of its Subsidiaries), whether such Debt or guarantee now exists or is created after the Issue Date, if that
default (A) is caused by a failure to pay principal of or premium, if any, or interest on such Debt prior to the expiration of the grace period provided in such Debt (a "Payment Default") or
(B) results in the acceleration of the maturity of such Debt to a date prior to its original stated maturity, and, in each case described in clause (A) or (B), the principal amount of
any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million
or more; provided, further, that if any such default is cured or waived or any such acceleration rescinded, or such Debt is repaid, within a period of
30 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential
acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; 


        (v)   except
as permitted by the Indenture, any Guarantee shall cease for any reason to be in full force and effect (except as otherwise provided in the Indenture) or is
declared null and void in a judicial proceeding or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under the Indenture or
its Guarantee; 


        (vi)  an
Issuer or any Subsidiary Guarantor pursuant to or within the meaning of any Bankruptcy Law: 



        (A)  commences
a voluntary case, 


        (B)  consents
to the entry of an order for relief against it in an involuntary case, 


        (C)  consents
to the appointment of a custodian of it or for all or substantially all of its property, 



        (D)  makes
a general assignment for the benefit of its creditors, or 


        (E)  generally
is not paying its debts as they become due; or 




        (vii) a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: 



        (A)  is
for relief against an Issuer or any Subsidiary Guarantor in an involuntary case; 



        (B)  appoints
a custodian of an Issuer or any Subsidiary Guarantor or for all or substantially all of the property of an Issuer or any Subsidiary Guarantor; or 


        (C)  orders
the liquidation of an Issuer or any Subsidiary Guarantor; 





        and
the order or decree remains unstayed and in effect for 60 consecutive days. 


        (b)   In
the case of an Event of Default arising from Section 7.01(a)(vi) or 7.01(a)(vii) hereof involving an Issuer (and, for the avoidance of debt,
excluding any such Event of Default that involves 


E-15







 



only
one or more Subsidiary Guarantors), the principal amount of all Outstanding Notes and interest thereon shall become due and payable immediately without further action or notice. If any other
Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then Outstanding Notes may declare the principal amount of all the Notes and interest
thereon to be due and payable immediately by a notice in writing to the Issuers (and to the Trustee if given by the Holders) and upon any such declaration such principal amount and interest thereon
shall be due and payable immediately. 


 
 

ARTICLE VIII
  LEGAL DEFEASANCE AND COVENANT DEFEASANCE    
    


 
 
        Section 8.01.    Option to Effect Legal Defeasance or Covenant Defeasance.     The Issuers may, at the option
of the Boards of Directors evidenced by a Board Resolution set forth in an Officers' Certificate, at any time, elect to have either
Section 8.02 or 8.03 hereof be applied to all outstanding Notes and Guarantees upon compliance with the conditions set forth below in this Article VIII. 


 
 

           Section 8.02.    Legal Defeasance and Discharge.     Upon the Issuers' exercise under Section 8.01
hereof of the option applicable to this Section 8.02, each of the Issuers and the Subsidiary
Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes
and Guarantees on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that each of the Issuers shall be deemed to have
paid and discharged the entire Debt represented by the outstanding Notes, which shall thereafter be deemed to be "Outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of the Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and the Indenture, and each of the Subsidiary Guarantors
shall be deemed to have discharged its obligations under its Guarantee (and the Trustee, on demand of and at the expense of the Issuers, shall execute proper instruments acknowledging the same),
except for the following provisions which shall survive until otherwise terminated or discharged hereunder: 



        (a)   the
rights of Holders of Outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section,
payments in respect of the principal of, premium on, if any, interest and Additional Interest, if any, on such Notes when such payments are due (but not the Change of Control Payment or the payment
pursuant to an Asset Sale Offer), 


        (b)   the
Issuers' obligations with respect to such Notes under Sections 2.07, 2.08, 2.09 and 4.02 of the Original Indenture, 


        (c)   the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuers' obligations in connection therewith, 


        (d)   this
Article VIII, and 


        (e)   the
Issuers' rights of optional redemption under Section 4.01 hereof. 


Subject
to compliance with this Article VIII, the Issuers may exercise their option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03
hereof. 


 
 

           Section 8.03.    Covenant Defeasance.     Upon the Issuers' exercise under Section 8.01 hereof of
the option applicable to this Section 8.03, each of the Issuers shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released from its obligations under the covenants contained in Sections 5.02, 5.03, 5.04 and 5.05 hereof with respect to the
Outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed not "Outstanding"
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in 


E-16







 

connection
with such covenants, but shall continue to be deemed "Outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the Outstanding Notes, the Issuers may omit to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 7.01 hereof, but, except as specified above, the
remainder of the Indenture, the Guarantees and such Notes shall be unaffected thereby. 


 
 

           Section 8.04.    Conditions to Legal or Covenant Defeasance.     The following shall be the conditions
to the application of either Section 8.02 or 8.03 hereof to the Outstanding Notes:
 


        In
order to exercise either Legal Defeasance or Covenant Defeasance: 


        (a)   the
Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in Dollars, U.S. Government Obligations, or a
combination thereof, in such amounts as shall be sufficient, in the written opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium on, if any,
interest and Additional Interest, if any, on the Outstanding Notes at the Stated Maturity thereof or on the applicable redemption date, as the case may be, and the Issuers must specify whether the
Notes are being defeased to maturity or to a particular redemption date; 



        (b)   in
the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that (i) the Issuers
have received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the date of the Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Outstanding Notes shall not recognize income, gain or loss for federal income
tax purposes as a result of such Legal Defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred; 


        (c)   in
the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel confirming that the Holders of the
Outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and shall be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 


        (d)   no
Default or Event of Default shall have occurred and be continuing either (i) on the date of such deposit (other than a Default or Event of Default resulting
from the incurrence of Debt all or a portion of the proceeds of which shall be applied to such deposit) or (ii) insofar as Section 7.01(a)(vi) or 7.01(a)(vii) hereof is
concerned, at any time in the period ending on the 91st day after the date of deposit; 


        (e)   such
Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any agreement or instrument (other than the
Notes and the Indenture) to which the Partnership or any of its Subsidiaries is a party or by which the Partnership or any of its Subsidiaries is bound; 


        (f)    the
Issuers shall have delivered to the Trustee an Opinion of Counsel to the effect that after the 91st day following the deposit, the trust funds shall not be subject
to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; 


        (g)   the
Issuers shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders
over any other creditors of the 


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Issuers
or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers; and 


        (h)   the
Issuers shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating
to the Legal Defeasance or the Covenant Defeasance have been complied with. 


 
 

           Section 8.05.    Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.     Subject to Section 8.06 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and the Indenture, to the payment, either directly or through any paying agent (including an Issuer acting as paying agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium on, if any, interest and Additional Interest, if any, but such money need not be
segregated from other funds except to the extent required by law. 


        The
Issuers shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations deposited pursuant to
Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding
Notes. 


        Anything
in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuers from time to time upon the written request of the Issuers any money
or U.S. Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited
to effect an equivalent Legal Defeasance or Covenant Defeasance. 


 
 

           Section 8.06.    Repayment to Issuers.     Any money deposited with the Trustee or any paying agent, or
then held by the Issuers, in trust for the payment of the principal of, premium on, if any, interest
or Additional Interest, if any, on any Note and remaining unclaimed for two years after such principal, premium, if any, interest or Additional Interest, if any, has become due and payable shall be
paid to the Issuers on their written request or (if then held by the Issuers) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured creditor, look only to
the Issuers for payment thereof, and all liability of the Trustee or such paying agent with respect to such trust money, and all liability of the Issuers as trustee thereof, shall thereupon cease;  provided,
however, that the Trustee or such paying agent, before being required to make any such repayment, may at the expense of the Issuers cause to
be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuers. 


 
 

           Section 8.07.    Reinstatement.     If the Trustee or paying agent is unable to apply any Dollars or
U.S. Government Obligations in accordance with Section 8.02 or 8.03 hereof, as the case
may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuers' obligations under the Indenture
and the Notes and the Subsidiary Guarantors' obligations under the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or paying agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Issuers make any payment of principal of, premium on, if any, interest or Additional Interest, if any, on any Note following the reinstatement of their
obligations, the 


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Issuers
shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or paying agent. 


 
 

ARTICLE IX
  SUBSIDIARY GUARANTEES    
    


 
 
        Section 9.01.    Subsidiary Guarantees.     (a) Each Subsidiary Guarantor hereby jointly and severally
unconditionally and irrevocably guarantees on a senior basis to each Holder and to the Trustee
and its successors and assigns (i) the full and punctual payment of principal, premium, if any, interest, and Additional Interest, if any, with respect to, the Notes when due, whether at
maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Issuers under the Indenture (including obligations to the Trustee) and the Notes and (ii) the
full and punctual performance within applicable grace periods of all other obligations of the Issuers under the Indenture and the Notes (all the foregoing being hereinafter collectively called the
"Note Obligations"). Each Subsidiary Guarantor further agrees that the Note Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Subsidiary
Guarantor, and that each such Subsidiary Guarantor shall remain bound under this Article IX notwithstanding any extension or renewal of any Note Obligation. 



        (b)   Each
Subsidiary Guarantor waives presentation to, demand of, payment from and protest to the Issuers of any of the Note Obligations and also waives notice of protest for
nonpayment. Each Subsidiary Guarantor waives notice of any Default or Event of Default under the Notes or the Note Obligations. The obligations of each Subsidiary Guarantor hereunder shall not be
affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Issuers or any other Person under the Indenture, the Notes
or any other agreement or otherwise; (ii) any extension or renewal of any thereof; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of the
Indenture, the Notes or any other agreement; (iv) the release of any security held by any Holder or the Trustee for the Note Obligations or any of them; (v) the failure of any Holder or
Trustee to exercise any right or remedy against any other guarantor of the Note Obligations; or (vi) any change in the ownership of such Subsidiary Guarantor, except as provided in
Section 9.02 hereof. 


        (c)   Each
Subsidiary Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of
collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Note Obligations. 



        (d)   The
obligations of each Subsidiary Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason other than
indefeasible payment in full of the Note Obligations, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim,
recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Note Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of each Subsidiary Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any
remedy under the Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the
obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Subsidiary Guarantor or would
otherwise operate as a discharge of any Subsidiary Guarantor as a matter of law or equity. 


        (e)   Each
Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal, 


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premium,
if any, interest or Additional Interest, if any, with respect to any Note Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or
reorganization of either of the Issuers or otherwise. 


        (f)    In
furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Subsidiary Guarantor by
virtue hereof, upon the failure of the Issuers to pay the principal, premium, if any, interest or Additional Interest, if any, with respect to any Note Obligation when and as the same shall become
due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Note Obligation, each Subsidiary Guarantor hereby promises to and shall forthwith pay, or
cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Note Obligations, (ii) accrued and unpaid interest on such
Note Obligations (but only to the extent not prohibited by law) and (iii) all other monetary Note Obligations of the Issuers to the Holders and the Trustee. 


        (g)   Each
Subsidiary Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Note Obligations guaranteed
hereby until payment in full of all Note Obligations. Each Subsidiary Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the
maturity of the Note Obligations guaranteed hereby may be accelerated as provided in Article VII hereof for the purposes of any Subsidiary Guarantor's Guarantee herein, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of the Note Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such
obligations as provided in Article VII hereof, such Note Obligations (whether or not due and payable) shall forthwith become due and payable by such Subsidiary Guarantor for the purposes of
this Section 9.01. 


        (h)   Each
Subsidiary Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any
rights under this Section 9.01. 


 
 

           Section 9.02.    Limitation on Liability.     Any term or provision of the Indenture to the contrary
notwithstanding, the maximum, aggregate amount of the Note Obligations guaranteed hereunder by any
Subsidiary Guarantor shall not exceed the maximum amount that, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and to any collections from or payments
made by or on behalf of any other Subsidiary Guarantor in respect of its obligations under its Guarantee, can be hereby guaranteed without rendering the Indenture, as it relates to any Subsidiary
Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer. 


 
 

           Section 9.03.    Successors and Assigns.     This Article IX shall be binding upon each Subsidiary
Guarantor and, except as provided in Section 9.07, its successors and assigns and shall inure
to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred
upon that party in the Indenture and in the Notes shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of the Indenture. 


 
 

           Section 9.04.    No Waiver.     Neither a failure nor a delay on the part of either the Trustee or the
Holders in exercising any right, power or privilege under this Article IX shall
operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee
and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Article IX at law, in equity, by statute
or otherwise. 


 
 

           Section 9.05.    Modification.     No modification, amendment or waiver of any provision of this
Article IX, nor the consent to any departure by any Subsidiary Guarantor therefrom, shall in
any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or 


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consent
shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor to
any other or further notice or demand in the same, similar or other circumstances. 


 
 

           Section 9.06.    Execution of Supplemental Indenture for Future Subsidiary Guarantors.     Each
Subsidiary which is required to become a Subsidiary Guarantor pursuant to Section 5.05 hereof shall promptly execute and deliver to the Trustee a
supplemental Indenture in substantially the form of Exhibit B hereto pursuant to which such Subsidiary shall become a Subsidiary Guarantor under this Article IX and shall guarantee the
Note Obligations. Concurrently with the execution and delivery of such supplemental Indenture, the Issuers shall deliver to the Trustee an Opinion of Counsel to the effect that such supplemental
Indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other
similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Subsidiary Guarantor is a legal,
valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms. 


 
 

           Section 9.07.    Release of Guarantee.     Provided that no Default shall have occurred and shall be
continuing under the Indenture, the Guarantee of a Subsidiary Guarantor under this Article IX
shall terminate and be of no further force and effect, and such Subsidiary Guarantor shall be released from the Indenture and all Note Obligations, upon the following events: 



        (a)   upon
any sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger, consolidation or otherwise) to any
Person that is not an Affiliate of either of the Issuers (provided such sale or other disposition is not prohibited by the Indenture); 


        (b)   upon
any sale or other disposition of all of the Equity Interests of a Subsidiary Guarantor, to any Person that is not an Affiliate of either of the Issuers; or 


        (c)   following
delivery of a written notice of such release or discharge from the Guarantee by the Issuers to the Trustee, upon the release or discharge of all guarantees by
such Subsidiary Guarantor of any Debt of the Issuers and any Subsidiary of the Partnership (other than Debt Securities issued on or after the Issue Date). 


 
 

ARTICLE X
  MISCELLANEOUS    
    


 
 
        Section 10.01.    Additional Amendments.     With respect to the Notes, references to (A)
 "Section 6.01" in the Original Indenture shall be deemed to be references to "Section 7.01 of
this Supplemental Indenture; (B)"Section 11.02" in the Original Indenture shall be deemed to be references to "Section 8.06" of this Supplemental Indenture; (C) "Section 6.01(g)
or (h)" in the Original Indenture shall be deemed to be references to Section 7.01(a)(vi) or (a)(vii) of this Supplemental Indenture; and (D) "Article X" in the Original
Indenture shall be deemed to be a reference to Article VI of this Supplemental Indenture. All references to "interest" in the Original Indenture shall be deemed to include Additional Interest,
if any, unless the context otherwise requires. 


 
 

          Section 10.02.    Integral Part.     This Supplemental Indenture constitutes an integral part of the
Indenture. 


 
 

           Section 10.03.    Adoption, Ratification and Confirmation.     The Original Indenture, as supplemented
and amended by this Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed. 


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           Section 10.04.    Counterparts.     This Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed an original; and all such counterparts
shall together constitute but one and the same instrument. 


 
 

           Section 10.05.    Governing Law.     THIS SUPPLEMENTAL INDENTURE AND THE NOTES
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.


[Signatures
on following pages] 


E-22







 
 
 

SIGNATURES    
    



	 	 	ISSUERS:
	

 	
 	

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/ Phil Kramer
 Phil Kramer

Executive Vice President

and Chief Financial Officer
	

 	
 	

PAA FINANCE CORP.
	

 	
 	

By:	

/s/ Phil Kramer
 Phil Kramer

Executive Vice President

and Chief Financial Officer
	

 	
 	
SUBSIDIARY GUARANTORS:
	

 	
 	

PLAINS MARKETING, L.P.
	

 	
 	

By:	

Plains Marketing GP Inc., its General Partner
	

 	
 	

 	

By:	

/s/ Phil Kramer
 Phil Kramer

Executive Vice President

and Chief Financial Officer
	 	 	 	 	 





E-23







 

	

 	
 	

PLAINS PIPELINE, L.P.
	

 	
 	

By:	

Plains Marketing GP Inc., its General Partner
	

 	
 	

 	

By:	

/s/ Phil Kramer
 Phil Kramer

Executive Vice President

and Chief Financial Officer
	

 	
 	

PLAINS MARKETING GP INC.
	

 	
 	

By:	

/s/ Phil Kramer
 Phil Kramer

Executive Vice President

and Chief Financial Officer
	

 	
 	

PLAINS MARKETING CANADA LLC
	

 	
 	

By:	

Plains Marketing, L.P., its Sole Member
	

 	
 	

By:	

Plains Marketing GP Inc., its General Partner
	

 	
 	

 	

By:	

/s/ Phil Kramer
 Phil Kramer

Executive Vice President

and Chief Financial Officer
	

 	
 	

PMC (NOVA SCOTIA) COMPANY
	

 	
 	

By:	

/s/ Phil Kramer
 Phil Kramer

Executive Vice President
	 	 	 	 	 



E-24







 

	

 	
 	

PLAINS MARKETING CANADA, L.P.
	

 	
 	

By:	

PMC (Nova Scotia) Company, its General Partner
	

 	
 	

 	

By:	

/s/ Phil Kramer
 Phil Kramer

Executive Vice President
	

 	
 	

BASIN HOLDINGS GP LLC
	

 	
 	

By:	

Plains Pipeline, L.P., its Sole Member
	

 	
 	

By:	

Plains Marketing GP Inc., its General Partner
	

 	
 	

 	

By:	

/s/ Phil Kramer
 Phil Kramer

Executive Vice President

and Chief Financial Officer
	

 	
 	

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/ Phil Kramer
 Phil Kramer

Executive Vice President

and Chief Financial Officer
	 	 	 	 	 





E-25







 

	

 	
 	

RANCHO HOLDINGS GP LLC
	

 	
 	

By:	

Plains Pipeline, L.P., its Sole Member
	

 	
 	

By:	

Plains Marketing GP Inc., its General Partner
	

 	
 	

 	

By:	

/s/ Phil Kramer
 Phil Kramer

Executive Vice President

and Chief Financial Officer
	

 	
 	

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/ Phil Kramer
 Phil Kramer

Executive Vice President

and Chief Financial Officer
	

 	
 	
TRUSTEE:
	

 	
 	

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Trustee
	

 	
 	

By:	

/s/ Ronda L. Parman
 Name: Ronda L. Parman

Title: Vice President




E-26











QuickLinks



EXHIBIT 4.5


TABLE OF CONTENTS



ARTICLE I


Section 1.01. Establishment.


ARTICLE II DEFINITIONS AND INCORPORATION BY REFERENCE


Section 2.01. Definitions.

Section 2.02. Other Definitions.


ARTICLE III THE NOTES


Section 3.01. Form.

Section 3.02. Issuance of Additional Notes.

Section 3.03. Transfer of Transfer Restricted Securities.

Section 3.04. Restrictive Legends.


ARTICLE IV REDEMPTION AND PREPAYMENT


Section 4.01. Optional Redemption.

Section 4.02. Mandatory Redemption.


ARTICLE V COVENANTS


Section 5.01. Compliance Certificate.

Section 5.02. Limitations on Liens.

Section 5.03. Restriction of Sale-Leaseback Transaction.

Section 5.04. SEC Reports; Financial Statements.

Section 5.05. Additional Subsidiary Guarantees.



ARTICLE VI SUCCESSORS


Section 6.01. Consolidation and Mergers of the Issuers.

Section 6.02. Rights and Duties of Successor.

Section 6.03. Supplemental Indenture.


ARTICLE VII DEFAULTS AND REMEDIES


Section 7.01. Events of Default.


ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

Section 8.02. Legal Defeasance and Discharge.

Section 8.03. Covenant Defeasance.

Section 8.04. Conditions to Legal or Covenant Defeasance.

Section 8.05. Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.

Section 8.06. Repayment to Issuers.

Section 8.07. Reinstatement.


ARTICLE IX SUBSIDIARY GUARANTEES


Section 9.01. Subsidiary Guarantees.

Section 9.02. Limitation on Liability.

Section 9.03. Successors and Assigns.

Section 9.04. No Waiver.

Section 9.05. Modification.

Section 9.06. Execution of Supplemental Indenture for Future Subsidiary Guarantors.

Section 9.07. Release of Guarantee.


ARTICLE X MISCELLANEOUS


Section 10.01. Additional Amendments.

Section 10.02. Integral Part.

Section 10.03. Adoption, Ratification and Confirmation.

Section 10.04. Counterparts.

Section 10.05. Governing Law.


SIGNATURES