<PAGE>
 
                                                                    EXHIBIT 2(b)
 
                                                                [EXECUTION COPY]

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================================================================================

 



                           STOCK PURCHASE AGREEMENT


                                     AMONG


                             PLAINS RESOURCES INC.

                                      AND

                           PLAINS ALL AMERICAN INC.


                                      AND


                         WINGFOOT VENTURES SEVEN INC.


                          DATED AS OF MARCH 15, 1998



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<PAGE>
 
                               TABLE OF CONTENTS
 
                                                                           Page
                                                                           ----
 
Parties and Recitals......................................................   1
 

                                   ARTICLE I
 
                       DEFINITIONS AND ACCOUNTING TERMS
 
SECTION  1.1  Definitions.................................................   2
SECTION  1.2  Accounting Terms............................................  16
SECTION  1.3  Rules of Construction.......................................  16
 

 
                                  ARTICLE II
 
                          PURCHASE AND SALE OF SHARES
 
SECTION  2.1  Purchase and Sale of the Shares.............................  16
SECTION  2.2  Purchase Price..............................................  16
SECTION  2.3  Closing Price Adjustments...................................  17
SECTION  2.4  Post-Closing Price Adjustments..............................  18
SECTION  2.5  Time and Method of Payments.................................  20


                                  ARTICLE III

                        REPRESENTATIONS AND WARRANTIES
 
SECTION  3.1  Representations and Warranties of Seller....................  20
 
              (a)  Organization and Qualification of the Celeron Companies  20
              (b)  Capitalization of the Celeron Companies................  21
              (c)  Organization and Authority of Seller
                   No Governmental Approvals Required.....................  22
              (d)  Validity of Agreement..................................  22
              (e)  Title to the Shares and the CGC Shares.................  23
              (f)  Subsidiaries...........................................  23
              (g)  Condition of Rights-of-Way; Leases.....................  23
              (h)  Title to Properties....................................  24
              (I)  Indebtedness for Moneys Borrowed.......................  24
              (j)  Disclosure Schedule....................................  25

                                       i
<PAGE>
 
                                                                           Page
                                                                           ---- 
              (k)  Contractual Obligations................................  25
              (l)  Intellectual Property..................................  26
              (m)  Absence of Undisclosed Liabilities.....................  26
              (n)  Corporate Documents....................................  27
              (o)  Contract Consents......................................  27
              (p)  Banking Arrangements...................................  27
              (q)  Litigation.............................................  27
              (r)  Compliance with Laws and Regulations...................  27
              (s)  No Condemnation........................................  28
              (t)  Employee Benefit Plans; ERISA..........................  28
              (u)  Environmental Matters..................................  28
              (v)  Contracts; No Material Defaults........................  29
              (w)  Receivables............................................  29
              (x)  Brokers................................................  29
              (y)  Officers and Directors.................................  29
              (z)  Certain Regulations....................................  29
              (aa) Absence of Unusual Liabilities or Expenses.............  30
              (bb) Linefill and Inventory Barrels.........................  30
 
 
SECTION 3.2   Representations and Warranties of Purchaser and Plains......  30
 
              (a)  Organization and Qualification of Purchaser............  30
              (b)  Corporate Authority....................................  30
              (c)  No Violation; Consents and Approvals...................  30
              (d)  Valid and Binding Obligations..........................  31
              (e)  Organization and Qualification for Plains..............  31
              (f)  Corporate Authority....................................  32
              (g)  No Violation; Consents and Approvals...................  32
              (h)  Valid and Binding Obligations..........................  32
              (i)  Purchase for Investment................................  33
              (j)  Brokers................................................  33
              (k)  No Adverse Information.................................  33
              (l)  Certain Regulations....................................  33
              (m)  Other Matters..........................................  34
 
SECTION 3.3   Special Representations of Purchaser........................  34
 
              (a)  Access to Information; Acknowledgement of Disclaimers..  34
              (b)  Celeron Assets etc., As-Is, With All Faults............  34

                                       ii
<PAGE>
 
                                                                          Page
                                                                          ----
                                  ARTICLE IV

                CERTAIN OBLIGATIONS OF PARTIES PRIOR TO CLOSING
 
SECTION 4.1   Consents....................................................  35
SECTION 4.2   Conduct of Celeron Operations...............................  35
SECTION 4.3   Maintain Assets.............................................  37
SECTION 4.4   HSR Act and Other Governmental Filings......................  37
SECTION 4.5   Employee Relations Matters..................................  37
SECTION 4.6   Right to Investigate........................................  38
SECTION 4.7   Satisfaction of Conditions..................................  38
SECTION 4.8   Consultation with Purchaser.................................  39
SECTION 4.9   Related Agreements..........................................  39
 

                                   ARTICLE V
 
                  ADDITIONAL COVENANTS AND RELATED AGREEMENTS
 
SECTION 5.1   Tax Matters; Section 338(h)(10) Election....................  39
SECTION 5.2   Publicity...................................................  39
SECTION 5.3   Confidentiality.............................................  40
SECTION 5.4   Business Records............................................  40
SECTION 5.5   Accounts Receivable.........................................  41
SECTION 5.6   Corporate Names and Trademarks..............................  41
SECTION 5.7   Release of Environmental Claims.............................  41
SECTION 5.8   Celeron Indebtedness........................................  41
SECTION 5.9   Assumption of Guaranty Agreement and Letters of Credit......  42
SECTION 5.10  Termination of Certain Agreements...........................  42
SECTION 5.11  Transferred Assets and Liabilities..........................  42
 

                                  ARTICLE VI
 
                        CONDITIONS PRECEDENT TO CLOSING
 
SECTION 6.1  Conditions Precedent to Obligations of
             Purchaser....................................................  42
 
             (a)  Representations and Warranties Correct..................  42
             (b)  Covenants Performed.....................................  43
             (c)  No Material Changes.....................................  43
             (d)  Opinion of Counsel......................................  43
             (e)  Absence of Litigation...................................  43
             (f)  Officers' Certificate...................................  43
             (g)  Resignations............................................  43
             (h)  Governmental Approvals..................................  43
             (i)  Contract Consents.......................................  44

                                      iii
<PAGE>
 
                                                                           Page
                                                                           ----
 
SECTION 6.2  Conditions Precedent to Obligations of
             Seller.......................................................  44
 
             (a) Representations and Warranties Correct...................  44
             (b) Covenants Performed......................................  44
             (c) Opinion of Counsel.......................................  44
             (d) Absence of Litigation....................................  44
             (e) Officers' Certificate....................................  45
             (f) Governmental Approvals...................................  45
             (g) Consents.................................................  45
             (h) Certain Adverse Events...................................  45
 
 
                                  ARTICLE VII
 
                                  THE CLOSING
 
SECTION 7.1  Time and Place of Closing....................................  45
SECTION 7.2  Seller's Deliveries at Closing...............................  46
SECTION 7.3  Purchaser's Deliveries at Closing............................  46
 
 

                                 ARTICLE VIII
 
                                INDEMNIFICATION
 
SECTION 8.1  Survival of Representations and Warranties...................  47
SECTION 8.2  Indemnification..............................................  47
 
             (a) Certain Definitions......................................  47
             (b) General Indemnity by Purchaser and Plains................  48
             (c) General Indemnity by Seller..............................  49
             (d) Duration of Indemnification Obligations..................  50
             (e) Limitation of Claims.....................................  50
             (f) Payment..................................................  51
             (g) Notice; Access and Cooperation...........................  51
             (h) No Insurance.............................................  52
             (i) Single Claims............................................  52
             (j) Insured Losses; Subrogation..............................  52
             (k) No Transfer-Resales......................................  53
             (l) No Gross-Up..............................................  53

                                       iv
<PAGE>
 
                                                                           Page
                                                                           ----
SECTION 8.3  Indemnification for Environmental Matters....................  53
 
             (a) Pre-Closing Environmental Review and Disclosures.........  53
             (b) Unknown Environmental Liabilities........................  54
             (c) Pre-effective Time Off-Site Disposal.....................  56
             (d) Post-effective Time Off-Site Disposal....................  56
             (e) Participation In Negotiations............................  57
             (f) Incorporations By Reference..............................  57
 
SECTION 8.4  Indemnification for Taxes....................................  57
 

                                  ARTICLE IX
 
                         MODIFICATION AND TERMINATION
 
SECTION 9.1  Amendment....................................................  58
SECTION 9.2  Termination..................................................  58
SECTION 9.3  Effect of Termination........................................  58
SECTION 9.4  Non Performance..............................................  58
 

                                   ARTICLE X
 
                              GENERAL PROVISIONS
 
SECTION 10.1  Notices.....................................................  60
SECTION 10.2  Incorporation by Reference of Attachments...................  60
SECTION 10.3  Entire Agreement............................................  61
SECTION 10.4  Interpretation..............................................  61
SECTION 10.5  Waiver......................................................  61
SECTION 10.6  Successors; No Assignment...................................  61
SECTION 10.7  Further Assurances..........................................  62
SECTION 10.8  No Rights in Third Parties..................................  62
SECTION 10.9  No Partnership..............................................  62
SECTION 10.10 Costs and Expenses..........................................  62
SECTION 10.11 Severability................................................  62
SECTION 10.12 Table of Contents and Headings..............................  62
SECTION 10.13 Counterparts................................................  62
SECTION 10.14 Governing Law...............................................  62
SECTION 10.15 Jurisdiction................................................  63
 

Testimonium and Signatures................................................  63

                                       v
<PAGE>
 
                                    ANNEXES


 A      Addresses for Notices

 B      List of Environmental Laws



                                  APPENDICES


 A      Inventory Protocol
 
 B      Celeron Accounting Practices

 C      List of Acquired Assets

 D      List of Assumed Liabilities

 E      Goodyear Guaranty Agreements and Letters of Credit

 F      List of Persons Employed by Celeron Companies at March 15, 1998

 G      List of Transferred Assets

 H      List of Transferred Liabilities

 I      List of Acquired Contracts

 J      List of Acquired Leases

                                       vi
<PAGE>
 
                                   EXHIBITS

Exhibit    Title - Description
-------    -------------------

 A         Description of All American System and AAPL Equipment

 B         Statement of Net Assets  Sold of Celeron Companies

 C         [Intentionally Omitted]

 D         Description of SJV System and SJV Equipment

 E         List of Celeron Real Property

 F         Right-of-Way Agreements
           Part I  - AAPL Right-of-Way Agreements
           Part II - CGC Right-of-Way Agreements
           Part III - Undeveloped Right-of-Way Agreement

 G         List of Capital Projects of Celeron Companies

 H         List of Celeron Leased Property-Contracts Relating to Celeron Leased
           Property

 I         Form of Employee Agreement

 J         Allocation of Purchase Price

 K         Form of Opinion of Counsel to Seller

 L         Form of Opinion of Counsel to Purchaser and Plains

 M         Form of Officers' Certificate (Seller)

 N         Form of Officers' Certificates (Purchaser and Plains)

 O         Form of Guaranty Assumption Agreement

 P         Form of Tax Agreement

 Q         Form of Indemnification Adoption Agreement

                                      vii
<PAGE>
 
                                   SCHEDULES

                  Page
 Schedule No.   Reference  Title - Description
-------------   ---------  -------------------
   2.4              18     Exceptions to Accounting Practices
   3.1                   
    Part C          22     List of Governmental Approvals Required of Seller
    Part D          22     Violations and Conflicts
    Part F          23     Equity Investments of Celeron Companies
    Part G          23     Right-of-Way Exceptions
    Part H          24     Exceptions to Title
    Part I          24     List of Indebtedness for Money Borrowed of Celeron 
                           Companies
    Part J          25     Disclosure Schedule
    Part K          25     Certain Contractual Obligations
    Part L          26     Intellectual Property
    Part M          26     Certain Liabilities
    Part O          27     Contract Consents
    Part P          27     List of Banking Arrangements
    Part Q          27     List of Litigation, Decrees, Orders and Judgments
    Part R          27     List of Compliance Exceptions
    Part S          28     Condemnation Proceedings
    Part U          28     List of Environmental Proceedings and Disclosures
    Part V          29     List of Defaults Under Material Contracts
    Part W          29     List of Certain Accounts Receivable
    Part Y       29, 6     List of Officers and Directors of Celeron Companies
                           and Designated Celeron Officers
   3.2                   
   Part C       31, 32     List of Governmental Approvals Required by Purchaser
   Part D           31     Contracts Imposing Liens on Assets of Purchaser
   Part H           33     Contracts Imposing Liens on Assets of Plains
   Part M           34     Capital Structure of Purchaser
   4.8              39     Approved Activities  

                                      viii
<PAGE>
 
                           STOCK PURCHASE AGREEMENT
 

                THIS STOCK PURCHASE AGREEMENT is entered into as of the 15th day
        of March, 1998, by and among PLAINS ALL AMERICAN INC., a Delaware
        corporation (the "Purchaser"), PLAINS RESOURCES INC., a Delaware
        corporation ("Plains"), and WINGFOOT VENTURES SEVEN INC., a Delaware
        corporation (the "Seller").

                                 WITNESSETH:

        WHEREAS, Seller owns all of the issued and outstanding shares of the
capital stock of ALL AMERICAN PIPELINE COMPANY, a Texas corporation ("AAPL"),
and AAPL owns and operates a crude oil pipeline and related assets; and

        WHEREAS, AAPL owns all of the issued and outstanding shares of the
capital stock of CELERON GATHERING CORPORATION, a Delaware corporation ("CGC"),
and CGC owns and operates a crude oil gathering system; and

        WHEREAS, Seller owns all of the issued and outstanding shares of CELERON
TRADING & TRANSPORTATION COMPANY, a Delaware corporation ("CT&T"); and

        WHEREAS, Purchaser is a wholly-owned subsidiary of Plains; and

        WHEREAS, the Board of Directors of Plains has determined that the
transactions contemplated by this Agreement are in the best interests of Plains
and, in order to induce Seller to enter into this Agreement, Plains is willing
to perform, or cause to be performed, certain duties, covenants and agreements
of Purchaser pursuant to this Agreement and to be directly responsible for, and
to assure and guarantee, the performance by Purchaser of its other covenants,
agreements and obligations in accordance with the provisions of this Agreement;
and

        WHEREAS, on and subject to the terms and conditions set forth in this
Agreement, Purchaser desires to purchase from Seller, and Seller desires to sell
to Purchaser, all of the issued and outstanding shares of the capital stock of
AAPL and CT&T (collectively, the "Shares");

        NOW, THEREFORE, in consideration of the premises and the mutual
agreements, covenants and provisions hereinafter set forth, the parties hereto
hereby agree as follows:

                                       1
<PAGE>
 
                                   ARTICLE I

                       DEFINITIONS AND ACCOUNTING TERMS

        SECTION 1.1 DEFINITIONS. As used in this Agreement, and unless the
context requires a different meaning, the following terms have the meanings
indicated (such meanings to be, when appropriate, equally applicable to both the
singular and plural forms of the terms defined):

        "AAPL" means All American Pipeline Company, a Texas corporation.

        "AAPL Equipment" means all of the mainline pipe, pumps, heaters,
     turbines, motors, piping, connection equipment, gauges, controls, utility
     connections, tankage and related equipment and other tangible personal
     property owned by AAPL and comprising a part of, and used in the operation
     of, the All American System. The principal items of AAPL Equipment are
     listed at Exhibit A to this Agreement.

        "AAPL Right-of-Way Agreement" means any one of, and "AAPL Right-of-Way
     Agreements" means all of, the documents listed at Part I of Exhibit F to
     this Agreement.

        "AAPL Rights-of-Way" means all of the rights-of-way, easements, licenses
     and similar interests and rights in respect of real property acquired by
     AAPL on which the All American System is installed and which were obtained
     pursuant to, and are the subjects of, the AAPL Right-of-Way Agreements;

        "AAPL Shares" means all of the issued and outstanding shares of the
     capital stock of AAPL, consisting of 1,100 shares of common stock, $1.00
     par value, of AAPL.

        "Accounts Payable" means, at the time as of which a determination
     thereof is being or to be made, all of the payables of the Celeron
     Companies (excluding Intercompany Accounts), and any and all other amounts
     (excluding Intercompany Accounts) payable by the Celeron Companies which
     may be appropriately accounted for as payables in accordance with the
     Celeron Accounting Practices, all valued in accordance with the Celeron
     Accounting Practices.

        "Accounts Receivable" means, at the time as of which a determination
     thereof is being or to be made, all of the receivables of the Celeron
     Companies (excluding Intercompany Accounts), and any and all other amounts
     (excluding Intercompany Accounts) due to the Celeron Companies which may be
     appropriately accounted for as accounts receivable in accordance with the
     Celeron Accounting Practices, all valued in accordance with the Celeron
     Accounting Practices.

        "Acquired Assets" means and includes all of the properties (whether real
     or personal, tangible or intangible), rights, claims, accounts, accruals
     and other assets acquired by AAPL from Cel Corp pursuant to that certain
     Bill of Sale, dated as of 

                                       2
<PAGE>
 
     December 31, 1997, duly executed by Cel Corp and AAPL. The principal items
     acquired by AAPL pursuant to said Bill of Sale are listed at Appendix C to
     this Agreement.

        "Acquired Contracts" means and includes each of the agreements assigned
     from Cel Corp to AAPL, as listed at Appendix I to this Agreement.

        "Acquired Leases" means and includes each of the leases and licenses
     assigned from Cel Corp to AAPL effective on or subsequent to December 31,
     1997, as listed at Appendix J to this Agreement.

        "Affiliate" means, when used with reference to any Person, any other
     Person which directly or indirectly controls, is controlled by or is under
     common control with, such Person; and, for the purposes of this definition,
     the concept of "control" when used with reference to any Person shall
     signify the power to direct the management of such Person, whether through
     the ownership or control of voting securities or equity, by contract or
     otherwise. Unless expressly provided to the contrary in this Agreement,
     when used with reference to Seller, Affiliate includes Goodyear. Unless
     expressly provided to the contrary in this Agreement, when used with
     respect to Purchaser, Affiliate includes Plains.

        "All American System" means the crude oil pipeline system owned and
     operated by AAPL, consisting of a mainline segment extending from Gaviota,
     California to McCamey, Texas, a segment extending from Las Flores,
     California to Gaviota, California, and all related terminal and oil storage
     and other facilities owned by AAPL, as generally described at Exhibit A to
     this Agreement.

        "Assumed Liabilities" means and includes all of the liabilities,
     losses, costs, expenses, claims, accruals and charges assumed by AAPL from
     Cel Corp pursuant to the provisions of that certain Assumption Agreement,
     dated as of December 31, 1997, duly executed by AAPL and Cel Corp.  The
     items assumed by AAPL pursuant to said Assumption Agreement are listed at
     Appendix D to this Agreement.

        "Base Price" has the meaning assigned to that term in Section 2.2 of
     this Agreement.

        "business day" means any day on which commercial banks are not required
     or authorized by law to close in the City of New York, State of New York.

        "CGC" means Celeron Gathering Corporation, a Delaware corporation.

        "CGC Right-of-Way Agreement" means any one of, and "CGC Right-of-Way
     Agreements" means all of, the documents listed at Part II of Exhibit F to
     this Agreement.

                                       3
<PAGE>
 
        "CGC Rights-of-Way" means all of the rights-of-way, easements, licenses
     and similar interests and rights in respect of real property acquired by
     CGS on which the SJV System is installed and which were obtained pursuant
     to, and are the subjects of, the CGC Right-of-Way Agreements.

        "CGC Shares" means all of the issued and outstanding shares of the
     capital stock of CGC, consisting of 1,000 shares of common stock, $1.00 par
     value, of CGC.

        "CT&T" means Celeron Trading & Transportation Company, a Delaware
     corporation.

        "CT&T Shares" means all of the issued and outstanding shares of the
     capital stock of CT&T, consisting of one share of the common stock, $100
     par value, of CT&T.

        "Cal PUC" means the Public Utilities Commission of the State of
     California.

        "Capital Contribution" means each and any, and "Capital Contributions"
     means and includes all, payments made by Seller to AAPL or CT&T during the
     Transition Period as a contribution to the capital of AAPL or CT&T, as the
     case may be, whether by payment of cash or property, by the exchange or
     surrender of claims or by providing services, or any other form of
     contribution to the equity of, or equity investment in, AAPL or CT&T.

        "Capital Distribution" means each and any of, and "Capital
     Distributions" means and includes all, (a) non-cash dividends declared by
     the Board of Directors of AAPL or CT&T and paid by AAPL or CT&T on the
     Shares to the Seller, (b) distributions on the Shares declared by the Board
     of Directors of AAPL or CT&T and paid (whether in cash or property) to
     Seller as a return of capital, as a reduction of paid-in surplus, capital
     surplus or stated capital, or as any other distribution on the Shares, but
     excluding any and all Dividends.

        "Capital Projects" means the projects of the Celeron Companies described
     or referred to in Schedule G to this Agreement.

        "Cel Corp" means Celeron Corporation, a Delaware corporation.

        "Celeron Accounting Practices" means the accounting conventions,
     principles, practices and policies of the Celeron Companies described or
     referred to in Appendix B to this Agreement.

        "Celeron Assets" means, as of the date at which a determination thereof
     is being made, the All American System (including the AAPL Equipment), the
     SJV System (including the SJV Equipment), the Celeron Real Property, the
     Linefill and the Acquired Assets, and excluding Transferred Assets and the
     Celeron Leased Property, the Celeron Rights-of-Way and the Current Assets.

                                       4
<PAGE>
 
        "Celeron Company" means each or any one of, and "Celeron Companies"
     means all of, AAPL, CGC and CT&T.

        "Celeron Leased Property" means all of the real and personal properties
     leased or licensed (including software and firmware) by the Celeron
     Companies, other than Pipeline Rights-of-Way, used in the operation of the
     All American System and the SJV System, which properties are listed at
     Exhibit H to this Agreement.

        "Celeron Real Property" means all of the real properties, including the
     land, land improvements and buildings located thereon, owned in fee simple
     by the Celeron Companies, which properties are listed at Exhibit E to this
     Agreement.

        "Celeron Rights-of-Way" means all of the AAPL Rights-of-Way, CGC Rights-
     of-Way and Undeveloped Rights-of-Way.

        "Closing" has the meaning assigned to that term in Section 7.1 of this
     Agreement.

        "Closing Date" has the meaning assigned to that term in Section 7.1 of
     this Agreement.

        "Closing Price" has the meaning assigned to that term in Section 2.3 of
     this Agreement.

        "Closing Date Adjustments Certificate" means that certain certificate to
     be prepared by Seller and delivered to Purchaser in accordance with Section
     2.3 of this Agreement.

        "Closing Date Statement of Net Assets Sold" has the meaning assigned to
     that term in Section 2.4(b) of this Agreement.

        "Code" means the Internal Revenue Code of 1986, as amended and in effect
     on the date hereof including the published rulings duly issued and
     regulations duly promulgated thereunder.

        "Contract" means any lease, contract, agreement, commitment or similar
     instrument and all amendments thereto (other than Right-of-Way Agreements)
     to which any Celeron Company is a party or by which any Celeron Company is
     bound (including Acquired Contracts).

        "Current Assets" means, with respect to the time at or as of which any
     determination thereof is being or to be made, all Inventory, Accounts
     Receivables and other assets appropriately classified as current assets in
     accordance with GAAP and consistent with the Celeron Accounting Practices.

                                       5
<PAGE>
 
        "Dividend" means each and any, and "Dividends"" means and includes all,
     cash dividends on the Shares declared by the Board of Directors of AAPL or
     CT&T and paid to Seller by AAPL or CT&T, as the case may be, whether such
     dividends were declared in respect of retained earnings, paid-in surplus,
     capital surplus or as reduction of stated capital.

        "Designated Celeron Officer" means any one of, and "Designated Celeron
     Officers" means all of, the persons identified at Part Y of Schedule 3.1 to
     this Agreement.

        "ENSR" means ENSR Consulting and Engineering, Camarillo, California.

        "EPA" means the United States Environmental Protection Agency.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended and in effect on the date hereof, including rulings duly issued and
     regulations duly promulgated thereunder.

        "Effective Time" means 12:01 AM, San Francisco time, on the Closing
     Date.

        "Employee Agreement" means that certain Employee Agreement, in
     substantially the form, appropriately completed, of Exhibit I to this
     Agreement, among Purchaser, Plains, Seller, AAPL, CT&T, CGC and Cel Corp.

        "Environmental Assessment Report" means that certain Limited Phase I
     Environmental Study Report issued by ENSR, dated January 1997, Document No.
     3144-046-310.

        "Environmental Law" means each or any of the, and "Environmental Laws"
     means any and all, Federal, state or local laws, rules, regulations,
     ordinances, codes, policies or rules of common law now or hereinafter in
     effect relating to the contamination, remediation or protection of the
     environment, including those set forth at Annex B to this Agreement.

        "Estimated Closing Date Statement" has the meaning assigned to that term
     in Section 2.3 of this Agreement.

        "Expenditures for Capital Projects" means the aggregate amount expended
     by the Celeron Companies (whether capitalized or expensed by the Celeron
     Companies) on Capital Projects during the period beginning January 1, 1998
     and ending at the close of business on the day next preceding the Closing
     Date, as determined in good faith by Seller.

        "Exxon Event" means any material damage to the Heritage, Hondo and
     Harmony platforms, to the connecting pipeline and facility infrastructure
     in the Santa Ynez Unit, or to the onshore processing facilities through
     which crude oil production from said platforms 

                                       6
<PAGE>
 
     is processed; or any material adverse development to the reservoir(s) from
     which said platforms are producing which is reasonably likely to cause a
     long-term loss of production or processing capacity.

        "FASB" means the Financial Accounting Standards Board.

        "FERC" means the Federal Energy Regulatory Commission of the United
     States of America or its predecessors having jurisdiction over the All
     American System.

        "GAAP" means, when used in respect of any Person, such accounting
     practices of such Person as, in the opinion of the independent accountants
     regularly retained by such Person, are not inconsistent with United States
     accounting principles promulgated by FASB applicable to such Person.

        "Goodyear" means The Goodyear Tire & Rubber Company, an Ohio
     corporation.

        "Governmental Approval" means any right, privilege, franchise,
     authorization, approval, license, permit or certificate issued by, any
     consent or exemption of, or any filing or registration with, any
     Governmental Body.

        "Governmental Body" means (i) the United States of America, any State
     thereof, or any political subdivision of the United States of America or
     any State thereof, or any department, agency, commission, board, bureau,
     agency or instrumentality of the United States of America, any State
     thereof, or any political subdivision of any of them, (ii) any other
     authority or agency exercising any form of governmental regulatory
     authority under applicable law, (iii) any quasi-governmental body, agency
     or authority, and (iv) any corporation established by or at the direction
     of any of the foregoing and authorized by statute to exercise governmental
     regulatory authority.

        "Guaranty Agreements" means the guarantees issued by Goodyear, and the
     letters of credit opened by Goodyear, in respect of obligations of the
     Celeron Companies pursuant to instruments listed at Appendix E to this
     Agreement.

        "Guaranty Assumption Agreement" means that certain Guaranty Assumption
     Agreement among Purchaser, Seller, the Celeron Companies and Goodyear, in
     substantially the form, appropriately completed, of Exhibit O to this
     Agreement.

        "HSR Act" means the Hart-Scott-Rodino Anti-Trust Improvements Act of
     1976, as amended, including rules duly issued and regulations duly
     promulgated thereunder.

        "Hazardous Materials" means any materials or substances defined as or
     included in the definition of "hazardous substances", "hazardous wastes",
     "hazardous materials", "toxic substances", "toxic pollutants" or words of
     similar import under any Environmental Law.

                                       7
<PAGE>
 
        "Indemnification Adoption Agreement" means that certain Indemnification
     Adoption Agreement among Purchaser, Plains, the Celeron Companies and
     Seller in substantially the form, appropriately completed, of Exhibit Q to
     this Agreement.

        "Intercompany Account" means, as at the time as of which a determination
     thereof is being made, any and all amounts (1) owing to the Celeron
     Companies by Goodyear, Seller, or any other Subsidiary of Goodyear, (2)
     owed by any of the Celeron Companies to Goodyear, Seller, Cel Corp or any
     other Subsidiary of Goodyear, as the case may be, or (3) owing by or owed
     to any of the Celeron Companies to or by any other Celeron Company.

        "Inventory" means, as at the date on which a determination thereof is
     being made, any and all of the following items owned by the Celeron
     Companies, each of which is properly valued and accounted for consistent
     with the Celeron Accounting Practices and the Inventory Protocol and with
     the principles, procedures and assumptions used in the preparation of the
     Statement of Net Assets Sold: (1) crude oil, processed oil, gas or other
     hydrocarbons and associated products in pipelines and in storage tanks, and
     (2) stores, supplies, spare parts, unaffixed equipment and similar
     materials.

        "Inventory Protocol" means the procedures for quantifying and valuing
     the oil inventory on the Closing Date as set forth at Appendix A to this
     Agreement.

        "Lease" means any lease, lease agreement or other instrument (including
     the Acquired Leases) providing for the lease of real property or tangible
     or intangible personal property, other than Celeron Rights-of-Way and the
     Right-of-Way Agreements, to which any Celeron Company is a party as the
     lessee, lessor, sublessee or sublessor thereunder.

        "Liability" means each of, and "Liabilities" means and includes all of,
     the losses, costs, expenses, claims, accruals, charges or other obligations
     or liabilities of the Celeron Companies which arise, are incurred, or are
     accrued, reserved or recorded at any time during the period in respect of
     which any determination thereof is being made or to be made, or which exist
     at any time as of which any determination thereof is being or to be made,
     whether or not recorded on the books and records of the Celeron Companies,
     excluding any liability for Taxes.

        "Lien" means any lien, mortgage, security interest, pledge, deed of
     trust or other charge or encumbrance upon or with respect to any real or
     personal, tangible or intangible property.

        "Liquidation Value" means, with respect to any Rejected Asset, the lower
     of (i) the price paid and/or costs incurred to acquire such Rejected Asset,
     (ii) the fair market value of such Rejected Asset, or (iii) the greater of
     (x) the price at which such asset was sold in an arms length transaction
     with an unrelated third party or (z) the price offered by Seller to
     purchase such Rejected Asset.

                                       8
<PAGE>
 
        "Linefill" means, at the time as of which a determination thereof is
     being or to be made, all crude oil owned by the Celeron Companies which is
     used by the Celeron Companies as linefill in the All American System or in
     the SJV System or is in another pipeline system as linefill pursuant to the
     tariff or other requirements of such other pipeline system, quantified and
     valued consistent with the Celeron Accounting Practices.

        "Losses" has the meaning assigned to that term in Section 8.2(a) of this
     Agreement.

        "Migration" means, and to "migrate" refers to, leaking, leaching,
     emitting, escaping, seeping or migrating water, air or soil containing
     legally regulated amounts (based on established standards) of Hazardous
     Materials from Celeron Leased Property, Celeron Real Property, or out of
     the All American System or the SJV System, to the premises of any other
     Person, excluding emissions and discharges authorized under a Government
     Approval.

        "Ordinary Course Liability" means each and any one of, and "Ordinary
     Course Liabilities" means and includes all of, the liabilities, losses,
     costs, expenses, claims, accruals or charges which arise, are incurred or
     are recorded at any time during the period in respect of which any
     determination thereof is being or to be made, or which exist at any time as
     of which any determination thereof is being or to be made, of the Celeron
     Companies (whether or not recorded on the Statement of Net Assets Sold or
     the Closing Date Statement of Net Asset Sold) that (i) are incurred by or
     assessed against the Celeron Companies or any of them in connection with
     the ownership, operation, maintenance or use of the Celeron Assets, the
     Celeron Leased Property, the Celeron Rights-of-Way and the Current Assets,
     or in connection with purchasing, selling, exchanging, trading, blending,
     storing, disposing of or otherwise dealing in crude oil or petroleum
     products or other hydrocarbons and (ii) are not inconsistent with past
     operating or financial practices of the Celeron Companies, including,
     without limiting the generality of the foregoing, any Liability (1)
     incurred, paid, accrued or recorded in connection with the purchase, sale,
     exchange, storage, transportation or use of crude oil; (2) for expenses
     incurred, paid, accrued or recorded in the operation of the All American
     System or the SJV System; (3) for expenses or capital expenditures
     incurred, paid, accrued or recorded by any Celeron Company to maintain,
     update or repair, or to improve the capacity, quality or efficiency of, the
     All American System or the SJV System or the other Celeron Assets; (4) for
     costs, losses or expenses incurred in the repair of the Celeron Assets,
     including repairs required due to ordinary wear and tear, equipment
     breakdown or failure, defective equipment, materials or installation,
     accident, rainstorm, windstorm, fire, flood, natural disaster, willful
     destruction by any Person (other than Seller or any Affiliate of Seller),
     or act of God; (5) for or in respect of Taxes; (6) for or in respect of
     employee compensation and benefit costs; (7) for or in respect of workman's
     compensation claims; (8) for expenses incurred, paid, accrued or recorded
     by any Celeron Company in respect of Celeron Rights-of-Way; (9) in respect
     of claims asserted by any Person in respect of the Celeron Assets or the
     use or operation thereof (other than for material breach of contract or
     intentional wrongful acts by the Celeron Companies); (10) for rentals or
     other payments in 

                                       9
<PAGE>
 
     respect of any Celeron Lease or other Contract if the Celeron Company party
     thereto is not in material default thereunder; (11) arising out of the
     adjustments of any accrual or reserve recorded on the books and records of
     the Celeron Companies and reflected in the Statement of Net Assets Sold, so
     long as such adjustments are made to reflect newly available data and the
     original accrual or reserve was made in good faith; (12) recorded on the
     Statement of Net Assets Sold; (13) in respect of the acquisition of new
     supplies of crude oil or the making of new connections for providing crude
     oil transportation services; (14) in respect of any Environmental Law; (15)
     in respect of any expense incurred or to be incurred by the Celeron
     Companies for the services of employees of Cel Corp and/or the Celeron
     Companies or in respect of any matter covered by the Employee Agreement;
     (16) any adjustment to the per barrel value of the Linefill or the Oil
     Inventory on the books and records of the Celeron Companies; (17) for
     Permitted Debt; (18) for or in respect of Permitted Payments and accruals
     for Permitted Transactions; (19) for claims asserted by Persons (other than
     parties to this Agreement) for wrongful conduct, other than breach of
     contract, so long as such conduct was not found to be intentional or
     grossly negligent; (20) arising out of a default by a counterparty to any
     Celeron Company under any contract, agreement or arrangement, or any
     default by any account debtor in the payment of any Account Receivable;
     (21) in respect of the Capital Projects, including Expenditures for Capital
     Projects; (22) arising out of any transaction which is effected with the
     approval of Purchaser; (23) for expenses or losses incurred, or capital
     expenditures incurred or committed to, by any Celeron Company in connection
     with the acquisition of new crude oil trading and transportation business;
     and (24) in respect of leases for automobiles in accordance with past
     practices, or the lease or rental of real or personal property in
     connection with the operation of the Celeron Assets or the trading of crude
     oil or other hydrocarbons.

        "Permitted Debt" means and includes all indebtedness of the Celeron
     Companies or any of them incurred on or after March 15, 1998 and prior to
     the Effective Time up to an aggregate amount equal to the sum of (i)
     $25,104,000.00, plus (ii) the aggregate amount of Expenditures for Capital
     Projects, plus (iii) the aggregate amount of Permitted Payments paid, and
     the aggregate amount of all accruals for or in respect of Permitted
     Transactions incurred, during the Transition Period, plus (iv) the
     aggregate amount of payments in respect of Taxes, other than Federal or
     state income tax installment payments, made during the Transition Period;
     plus (v) the amount, if any, by which costs and expenses, determined using
     the Celeron Accounting Practices, exceeds Revenues during the Transition
     Period; it being understood that Permitted Debt in respect of any set of
     facts or circumstances shall not permit an increase of indebtedness
     pursuant to more than one of the foregoing clauses.

        "Permitted Encumbrances" means and includes any and all (1) sale
     contracts covering oil, gas or associated liquid or gaseous hydrocarbons
     and similar contracts or obligations entered into by the Celeron Companies
     in connection with their operations; (2) liens for Taxes or assessments
     that are not yet due, that are due but not yet delinquent or that are being
     contested in good faith by Seller, Goodyear or any of the Celeron
     Companies; (3) the rights, if any, to consent by, required notices to,
     filings with, or other 

                                       10
<PAGE>
 
     actions by any Governmental Body in connection with the operation or use of
     the Celeron Assets or the Celeron Rights-of-Way; (4) surface rights,
     including easements, rights-of-way, servitudes, permits, surface leases and
     other similar rights in respect of surface operations, pipelines, grazing,
     logging, canals, ditches, reservoirs or the like, conditions, covenants,
     reservations of rights or other restrictions, and easements of streets,
     alleys, highways, pipelines, telephone lines, power lines, railways and
     other easements and rights-of-way of or in favor of any Person, on, over or
     in any Celeron Real Property, Celeron Leased Property or Celeron Right-of-
     Way which are recorded in appropriate public records or do not (when
     considered individually as to any Celeron Real Property, Celeron Leased
     Property or Celeron Right-of-Way) materially and unreasonably interfere
     with the use of the property subject thereto as presently used by the
     Celeron Companies; (5) materialmen's, mechanics', repairmen's, employees',
     contractors', operators' or other similar liens or charges arising in the
     ordinary course of business incidental to construction, maintenance or
     operation of the Celeron Assets or the Celeron Rights-of-Way; (6) the terms
     and conditions of all leases, agreements, orders, instruments and documents
     listed in any Annex, Appendix, Exhibit or Schedule attached to this
     Agreement; (7) rights reserved to or vested by law or regulation in any
     Governmental Body, or rights arising by contract with any Governmental
     Body, to control or regulate any Celeron Asset or any Celeron Right-of-Way
     or any interest therein in any manner, and all obligations arising under
     applicable laws, rules and orders of Governmental Bodies; (8) rights
     reserved to the grantors of the Celeron Rights-of-Way, and the obligations
     and undertakings of the Celeron Companies, and the restrictions,
     conditions, restrictive covenants and limitations, in respect of the
     Celeron Rights-of-Way, pursuant to the terms, conditions and provisions of
     the Rights-of-Way Agreements; and (9) in respect of the Celeron Real
     Property and the Celeron Rights-of-Way, imperfections of title that are of
     record or, when taken individually as to any of the Celeron Real Property
     or the Celeron Rights-of-Way, do not materially and unreasonably interfere
     with use thereof as presently being used by the Celeron Companies.

        "Permitted Liens" means and includes any and all (1) cash deposits
     required under contracts, cash deposits required under leases permitted
     under this Agreement, deposits of cash or securities to secure statutory
     obligations, surety and appeal bonds, progress or partial payments made to
     AAPL, CGC or CT&T and any other lien of a similar nature; (2) liens or
     encumbrances deemed to exist by reason of covenants or undertakings under
     any Contract, Lease, Right-of-Way Agreement or other agreement or
     instrument; (3) liens arising out of the making of pledges or deposits
     under workmen's compensation laws or similar legislation; (4) mechanic's,
     workmen's, vendor's, materialmen's, construction, landlord's and other
     similar liens arising in the ordinary course of business, or incident to
     the construction, improvement or maintenance of any Celeron Asset or
     Celeron Right-of-Way in respect of obligations which are not due (or, if
     due, are not materially past due); (5) rights reserved to or vested in any
     Governmental Body by the terms of any right, power, franchise, grant,
     license or permit, or by any provision of law, to revoke or terminate any
     such right, power, franchise, grant, license or permit or to condemn or
     acquire by eminent domain or similar process; (6) rights reserved to or
     vested by law in any Governmental Body to in any manner control or regulate
     in any manner any of the 

                                       11
<PAGE>
 
     Celeron Companies, or any of the Celeron Assets, the Celeron Rights-of-Way,
     or any of the other assets or properties of the Celeron Companies or the
     use thereof or the rights and interests of the Celeron Companies therein,
     in any manner under any and all laws, regulations, rules, decrees and
     orders; (7) obligations or duties affecting any of the Celeron Companies or
     any of the Celeron Assets or Celeron Rights-of-Way imposed by any
     Governmental Body pursuant to any law, regulation, rule, decree or order;
     (8) rights of any other Person having an interest in any Celeron Asset or
     Celeron Right-of-Way or of any Person having an interest in any property
     leased or held under other license or right by the Celeron Companies
     arising under applicable law; (9) the rights of any Governmental Body or
     owner or interest holder in respect of the land through which the All
     American System and the SJV System traverse, whether arising by law or
     pursuant to the Rights-of-Way Agreements; and (10) liens for Taxes,
     assessments, charges or levies of any Governmental Body which are not yet
     due, are not yet delinquent or are being contested in good faith by Seller,
     Goodyear or any of the Celeron Companies.

        "Permitted Payment" means any payment, and "Permitted Payments" means
     and include all payments, made or obligations incurred by the Celeron
     Companies during the Transition Period in respect of Permitted
     Transactions. 

        "Permitted Transactions" means and includes: (1) the "Franchise Fee"
     regularly paid by Cel Corp in respect of the Celeron Companies to Goodyear
     for certain tax, treasury and other services (approximately $100,000 per
     month during 1998) for the period January 1, 1998 through March 31, 1998;
     (2) reimbursement, whether pursuant to the Services Agreements or
     otherwise, of all costs incurred, including the $741,431.20 of unreimbursed
     costs incurred during 1997 (as reported on the Statement of Net Assets
     Sold), by Cel Corp (for, among other things, the compensation of, and
     payroll taxes in respect of, its employees, rents and management and
     administrative services); (3) allocated self-insurance costs assigned to
     the Celeron Companies by Goodyear; (4) payments to Goodyear in respect of
     workman's compensation claims and the administration and payment thereof;
     (5) Celeron 401(k) Savings Plan contributions paid or payable to Goodyear
     in reimbursement of Goodyear's advance payment of such amounts to the plan
     trustee on behalf of the Celeron Companies or Cel Corp; (6) allocated costs
     paid or payable to Goodyear for auditing services, including independent
     accountants fees and expenses; (7) charges paid or payable to Goodyear for
     data and communications services; and (8) other transactions to which any
     Celeron Company is a party and Seller or Cel Corp, Goodyear or any other
     Affiliate of Seller is a counterparty for the providing of goods or
     services to any Celeron Company, which are substantially similar to goods
     or services provided to the Celeron Companies prior to 1998.

        "Person" means an individual or a corporation, partnership, trust,
     incorporated or unincorporated association, joint venture, joint stock
     company, Governmental Body or other legal entity of any kind.

                                       12
<PAGE>
 
        "Phase II Study" means that certain Report of Limited Follow-up
     Assessment of All American Pipe Line, a limited Phase II environmental
     study report issued by ENSR, dated February 24, 1998, Document No. 
     3144-067-900.

        "Pipeline Right-of-Way" means each or any of, and "Pipeline Rights-of-
     Way" means all of, the AAPL Rights-of-Way and the CGC Rights-of-Way.

        "Pipeline Right-of-Way Agreement" means each or any one of, and
     "Pipeline Right-of-Way Agreements" means all of, the AAPL Right-of-Way
     Agreements and the CGC Right-of-Way Agreements.

        "Prior Debt" means the indebtedness of AAPL to Wingfoot Ventures Eight
     Inc and Wingfoot Ventures Nine Inc in the aggregate principal amount of
     $698,775,694.96 at December 31, 1997 (approximately $693,275,147.45 at
     February 28, 1998), plus the intercompany account balances in respect of
     the Celeron Companies, as the debtors, with Seller and its Affiliates, as
     the creditors, in the aggregate principal amount of $128,998,833.80 at
     December 31, 1997 (approximately $134,630,512.93 at February 28, 1998).
     Prior Debt does not include the account payable of the Celeron Companies to
     Cel Corp in the amount of $741,431.20.

        "Purchase Price" means the Base Price, as defined in Section 2.2 of this
     Agreement, as adjusted in accordance with, and determined and calculated
     pursuant to the provisions of Sections 2.2, 2.3 and 2.4 of this Agreement.

        "Recorded Value" means, with respect to any asset or property of any
     Celeron Company or with respect to any services provided to any Celeron
     Company, the lower of the acquisition cost, or the fair market value, of
     such asset or property, as recorded in the financial records of such
     Celeron Company, or the cost of such services incurred by, or accrued on
     the records of, such Celeron Company.

        "Records" means and includes all files, instruments, books and records
     of the Celeron Companies, including, without limiting the generality of the
     foregoing, any and all: (1) abstracts, title opinions, title and other
     insurance policies, compensation agreements, throughput agreements,
     mortgages, chattel mortgages, financing statements, rental records, records
     relating to United States Federal, State of California, State of Texas,
     State of Arizona, State of New Mexico and local taxes, maps and surveys,
     oil purchase agreements, gas purchase agreements, oil sale contracts, gas
     sale contracts, inventory ledgers, surface leases, rights-of-way and right-
     of-way agreements, real property leases, equipment leases, personal
     property leases, contracts for the batching, blending, treatment,
     processing or transportation of oil, and all other contracts or agreements
     relating to the Celeron Assets; (2) records and files relating to permits,
     licenses, franchises, servitudes, easements and rights-of-way of every kind
     relating to the Celeron Companies; (3) records and files relating to the
     Celeron Employees, including job descriptions, employment qualifications
     and similar data; (4) accounting books and ledgers, financial statements
     and similar data of the Celeron Companies; (5) Right-of-Way 

                                       13
<PAGE>
 
     Agreements and Contract files, property records, operation files,
     maintenance files, FERC filings and records, landowner files, governmental
     files, reports to regulatory agencies, maps, geologic samples and other
     similar items; (6) environmental site assessments, environmental compliance
     audits, spill records, emission records, health or ecological studies and
     special investigations relating to the Celeron Assets which were prepared
     by, on behalf of, or at the request of any of the Celeron Companies; and
     (7) correspondence, instructions, plans, studies, reports, drawings,
     receipts, vouchers, data stored in computers (or on computer disc or tape),
     and other memoranda of every description owned by AAPL, CGC or CT&T.

        "Rejected Asset" means any, and "Rejected Assets" means all, assets
     acquired by any of the Celeron Companies other than in the ordinary course
     of business and which resulted in the Celeron Companies incurring a
     Liability which is not an Ordinary Course Liability.

        "Related Agreements" means and includes the (1) the Employee Agreement,
     (2) the Tax Agreement, (3) the Guaranty Assumption Agreement, and (4) the
     Indemnification Adoption Agreement.

        "Revenues" has the meaning assigned to that term in the Celeron
     Accounting Practices.

        "Right-of-Way Agreement" means each or any of, and "Right-of-Way
     Agreements" mean and include all of, the AAPL Right-of- Way Agreements, the
     CGC Right-of-Way Agreements and the Undeveloped Right-of-Way Agreements.

        "SJV Equipment" means all of the line pipe, pumps, heaters, turbines,
     motors, piping, connection equipment, gauges, controls, utility connection,
     tankage and related equipment and other tangible personal property owned by
     CGC and comprising a part of, and used in the operation of, the SJV System.
     The principal items of SJV Equipment are listed at Exhibit D to this
     Agreement.

        "SJV System" means the proprietary crude oil gathering pipeline system
     located on the west side of San Joaquin Valley, California, in the area of
     the South Belridge and Midway-Sunset oil fields and related terminal, oil
     storage and other facilities owned by CGC, as generally described at
     Exhibit D to this Agreement.

        "Service Agreements" means and includes each of the following: (1) that
     certain Service Agreement, dated January 1, 1994, between CT&T and Cel
     Corp; (2) that certain Service Agreement, dated May 1, 1987, between CGC
     and Cel Corp; and (3) that certain Service Agreement, dated January 1,
     1994, between AAPL and Cel Corp.

        "Settlement Date" has the meaning assigned to that term in Section 2.4
     of this Agreement.

                                       14
<PAGE>
 
        "Shares" means, collectively, all of the AAPL Shares and the CT&T Share.

        "Statement of Net Assets Sold" means that certain audited consolidated
     statement of assets and liabilities of the Celeron Companies as at December
     31, 1997, together with the notes thereto, attached as Exhibit B to this
     Agreement.

        "Subsidiary" and "Subsidiaries" mean, respectively, with respect to any
     Person, (i) a corporation of which the outstanding shares of capital stock
     entitled to cast a majority vote under ordinary circumstances (other than
     stock having such power only by reason of the happening of a contingency
     which has not occurred) is at the time owned or controlled directly or
     indirectly by such Person or another Subsidiary of such Person, and (ii)
     all such corporations.

        "Tax Agreement" means that certain Tax Agreement, in substantially the
     form, appropriately completed, of Exhibit P to this Agreement to be entered
     into at the Closing among Purchaser, Plains, Seller, Goodyear and each of
     the Celeron Companies.

        "Taxes" means all taxes, levies, imposts, fees, duties and other like
     charges or assessments of any nature whatsoever imposed upon a Person by a
     Governmental Body, including, without limiting the generality of the
     foregoing, all income, sales, use, ad valorem, stamp, transfer, payroll,
     franchise, social security, occupation, excise, severance, and intangible
     taxes and fees of any nature upon the properties and assets, whether
     tangible or intangible, of such Person or upon the income, receipts,
     payrolls, transactions, net worth, capital, investment or franchise of such
     Person (including all sales, use, withholding and other taxes which such
     Person is required by law to collect) with any and all additions thereto
     and penalties and interest payable with respect thereto or to any
     assessment or collection thereof.

        "Transferred Assets" means and includes all of the monies, properties
     (whether real or personal, tangible or intangible), rights, claims,
     accounts, accruals, and other assets and entitlements (1) transferred in
     any manner or for any reason from the Celeron Companies to Seller, Cel
     Corp, Goodyear, or any other Affiliate of Seller prior to December 31,
     1997; and (2) transferred from AAPL, CT&T and CGC to Cel Corp pursuant to
     that certain Bill of Sale dated as of December 31, 1997.  The items
     transferred to Cel Corp pursuant to said Bill of Sale by AAPL are listed at
     Part I of Appendix G to this Agreement, by CT&T are listed at Part II of
     Appendix G to this Agreement and by CGC are listed at Part III of Appendix
     G to this Agreement.

        "Transferred Liabilities" means and includes all of the liabilities,
     losses, costs, expenses, claims, accruals and charges assumed by Cel Corp
     from the Celeron Companies pursuant to the provisions of that certain
     Assumption Agreement, dated as of December 31, 1997, duly executed by Cel
     Corp, AAPL, CT&T and CGC.  The items assumed by Cel Corp pursuant to said
     Assumption Agreement are listed at Parts I (from AAPL), II (from CT&T) and
     III (from CGC) of Appendix H to this Agreement.

                                       15
<PAGE>
 
        "Transition Period" means the period beginning on (and including)
     January 1, 1998 and ending immediately prior to the Effective Time.

        "Transition Period Amount" means the dollar amount equal to the product
     of: (i) $388 million, multiplied by (ii) .0634, multiplied by (iii) a
     fraction the numerator of which shall be the number of days in the period
     beginning on (and including) June 16, 1998 and ending on (and including)
     the Closing Date and the denominator of which shall be 365; provided,
     however, that if the Closing Date occurs on or before June 16, 1998 the
     Transition Period Amount shall be zero.

        "Undeveloped Rights-of-Way" means all of the rights-of-way presently
     held by AAPL in respect of real property which the All American System does
     not traverse or on which its related assets are not located.

        "Undeveloped Right-of-Way Agreement" means each or any one of, and
     "Undeveloped Right-of-Way Agreements" means all of, the documents listed at
     Part III of Exhibit F to this Agreement.

        "Wholly-Owned Subsidiary" means, in respect of any Person, any
     Subsidiary in respect of which all shares (other than directors' qualifying
     shares required by law) of the capital stock of each class outstanding at
     the time as of which any determination is being made are owned,
     beneficially and of record, by such Person, by one or more other Wholly-
     Owned Subsidiaries of such Person, or any combination thereof.

     SECTION 1.2   ACCOUNTING TERMS.  All accounting terms used herein or in any
 appendix, exhibit or schedule hereto not expressly defined in this Agreement or
 in such Appendix, Exhibit or Schedule hereto (or in any Annex, Appendix,
 Exhibit or Schedule thereto), shall have the respective meanings given to them
 in accordance with Celeron Accounting Practices.

     SECTION 1.3 RULES OF CONSTRUCTION. Unless the context otherwise requires,
 as used in this agreement (or in any Annex, Appendix, Exhibit or Schedule
 hereto): (a) a term has the meaning ascribed to it; (b) "or" is not exclusive;
 (c) "including" means "including, without limitation"; and (d) words in the
 masculine include the feminine.


                                  ARTICLE II

                          PURCHASE AND SALE OF SHARES

     SECTION 2.1 PURCHASE AND SALE OF THE SHARES. On and subject to the terms
 and conditions set forth in this Agreement, at the Closing, Seller shall sell,
 convey, transfer, assign and deliver, the Shares to Purchaser, and Purchaser
 shall purchase the Shares, for the Purchase Price and other considerations
 specified in this Article II.

                                       16
<PAGE>
 
        SECTION 2.2 PURCHASE PRICE. For and in consideration of the transfer of
 the Shares as contemplated hereby, Purchaser shall pay (or cause to be paid) to
 Seller THREE HUNDRED NINETY-SIX MILLION EIGHTY-SEVEN THOUSAND UNITED STATES
 DOLLARS ($396,087,000) (the "Base Price") in cash on the Closing Date, or such
 greater or lesser amount as shall be determined and calculated in accordance
 with Sections 2.3 and 2.4 of this Agreement (the "Purchase Price").

        SECTION 2.3 CLOSING PRICE ADJUSTMENTS. (a) At least three business days
 prior to the Closing Date, Seller shall prepare and deliver to Purchaser an
 estimated consolidated statement of net assets sold and transactions effected
 during the Transition Period (together with related notes) for the Celeron
 Companies as at the Closing Date (the "Estimated Statement of Net Assets
 Sold"), which shall be prepared using estimated amounts established reasonably
 and in good faith on a basis consistent with the Celeron Accounting Practices
 and with the principles, procedures and assumptions used in the preparation of
 the Statement of Net Assets Sold.

        (b) The Base Price shall be adjusted as provided in subsection (c) of
 this Section 2.3 and the amount resulting after giving effect to such
 adjustments to the Base Price shall be paid to Seller at the Closing, such
 amount being herein referred to as the "Closing Price". At least three business
 days prior to the Closing Date, Seller shall deliver to Purchaser a "Closing
 Date Adjustments Certificate" setting forth in reasonable detail Seller's
 calculation of the Closing Price.

        (c)  The Closing Price shall be equal to the algebraic sum of:

                (i)  the Base Price; plus

                (ii) a positive number equal to the Transition Period Amount;
                plus

                (iii) a positive number equal to the amount, if any, by which
                $25,104,000 exceeds the aggregate amount of all Dividends on,
                and all Capital Distributions made in cash in respect of, the
                Shares declared and paid to Seller during the Transition Period;
                plus

                (iv) a negative number equal to the amount, if any, by which the
                aggregate amount of all Dividends on, and all Capital
                Distributions made in cash in respect of, the Shares declared
                and paid to Seller during the Transition Period exceeds
                $25,104,000; plus

                (v) a positive number equal to the aggregate amount, if any, of
                all cash transferred during the Transition Period (whether as an
                advance or a loan, as repayment of an advance or loan, as a
                Capital Contribution, to fund Expenditures for Capital Projects,
                or for any other reason or in another manner) to the Celeron
                Companies by Seller, Cel Corp, Goodyear or any other Affiliate
                of Seller (other than the Celeron Companies);

                                       17
<PAGE>
 
                (vi) a negative number equal to the aggregate amount, if any, of
                all cash transferred during the Transition Period (whether as an
                advance or a loan, as repayment of a loan or advance, or for any
                other reason or in any other manner) to, and of the Recorded
                Value of all properties, assets and services transferred or
                provided to, Seller, Cel Corp, Goodyear or any other Affiliate
                of Seller (other than any of the Celeron Companies), excluding
                from such amount (a) the aggregate amount of all Permitted
                Payments, (b) the aggregate amount of all Dividends on, and
                Capital Distributions made in cash in respect of, the Shares
                declared and paid to Seller during the Transition Period, (c)
                the aggregate of all amounts paid to Seller, Cel Corp, Goodyear
                or to any other Affiliate of Seller during the Transition Period
                which were specifically authorized in writing by Purchaser or
                Plains prior to the payment thereof; plus

                (vii) a negative number equal to the aggregate amount, if any,
                of all Liabilities that existed (not theretofore having been
                paid or otherwise eliminated) at December 31, 1997 and were not
                recorded on the Statement of Net Assets Sold, to the extent that
                such Liabilities were required to be recorded thereon by GAAP
                and the Celeron Accounting Practices (it being understood that
                the reasonable determination of the Celeron Companies regarding
                the recording or reserving for contingent and unliquidated
                liabilities shall be binding, absent manifest error), but only
                such Liabilities in excess of $500,000; plus

                (viii) a negative number equal to the aggregate amount, if any,
                of all Liabilities incurred during the Transition Period, other
                than all Ordinary Course Liabilities, Permitted Debt, Permitted
                Payments and accruals for, or payables in respect of, Permitted
                Transactions, incurred during the Transition Period, but only to
                the extent such Liabilities exceed $1,000,000 in the aggregate;
                plus

                (ix) a positive number equal to the aggregate Liquidation Value,
                if any, of all Rejected Assets, if any.
 
        SECTION 2.4 POST-CLOSING PRICE ADJUSTMENTS. (a) As promptly as possible,
 but in any event within forty-five (45) days after the Closing Date, Seller
 shall prepare and deliver to Purchaser an unaudited consolidated statement of
 net assets sold and transactions effected during the Transition Period,
 together with appropriate notes and supporting schedules, for the Celeron
 Companies as at the Closing Date (the "Preliminary Closing Statement"). Subject
 to any exceptions stated in Schedule 2.4 to this Agreement, the Preliminary
 Closing Statement shall be prepared using data obtained from the regularly
 maintained books and records of the Celeron Companies and on a basis consistent
 with the Celeron Accounting Practices and the principles, procedures and
 assumptions used in the preparation of the Statement of Net Assets Sold.

        (b) The Preliminary Closing Statement shall become final and binding
 upon Purchaser and Seller on the tenth (10th) business day following the
 delivery thereof to Purchaser, unless 

                                       18
<PAGE>
 
 prior to such tenth (10th) business day Purchaser shall deliver to Seller a
 written notice of their disagreement with the contents of the Preliminary
 Closing Statement, together with the proposed changes thereto and the reason or
 reasons for such changes. If no objection to the Preliminary Closing Statement
 is made by Purchaser in accordance with the preceding sentence, then the
 Preliminary Closing Statement shall become the Closing Date Statement of Net
 Assets Sold. If Purchaser issues such notice of disagreement and Purchaser and
 Seller thereafter, within thirty (30) business days after the issuance of such
 notice by Purchaser, resolve all items in dispute in respect of the Preliminary
 Closing Statement, then a Closing Date Statement of Net Assets Sold reflecting
 such agreement shall be prepared and signed by Purchaser and Seller. If
 Purchaser and Seller are unable to resolve their disagreements relating to the
 Preliminary Closing Statement within said thirty (30) business day period, then
 Purchaser and Seller shall cause the disputed items in the Preliminary Closing
 Statement to be audited by Price Waterhouse LLP (which audit shall be conducted
 using, to the extent applicable, the Celeron Accounting Practices and other
 accounting policies and special calculation conventions established in
 conformance with the provisions of this Agreement). The fees and expenses of
 Price Waterhouse LLP shall be borne equally by Seller and Purchaser. The
 consolidated statement of net assets sold of the Celeron Companies as at the
 Closing Date, as audited by Price Waterhouse LLP, shall be the Closing Date
 Statement of Net Assets Sold.

        (c) Within ten (10) business days after Purchaser and Seller have each
 received or agreed to the Closing Date Statement of Net Assets Sold (the tenth
 business day being referred to herein as the "Settlement Date"), the Purchase
 Price shall be further adjusted to an amount which shall be the algebraic sum
 of:

          (i)  the Closing Price; plus

          (ii)  a positive number equal to the aggregate amount, if any, by
          which the amounts determined pursuant to clauses (iii), (v) and (ix)
          of Section 2.3 of this Agreement were understated on the Closing Date
          Adjustments Certificate; plus

          (iii)  a negative number equal to the aggregate amount, if any, by
          which the amounts determined pursuant to clauses (iii), (v) and (ix)
          of Section 2.3 of this Agreement were overstated on the Closing Date
          Adjustments Certificate; plus

          (iv)  a negative number equal to the aggregate amount, if any, by
          which the amounts determined pursuant to clauses (iv), (vi) and (viii)
          of Section 2.3 of this Agreement were understated on the  Closing Date
          Adjustments Certificate; plus

          (v)  a positive number equal to the aggregate amount, if any, by which
          the amounts determined pursuant to clauses (iv), (vi) and (viii) of
          Section 2.3 of this Agreement were overstated on the Closing Date
          Adjustments Certificate.

        If the algebraic sum of clauses (i) through (v), inclusive, of this
 Section 2.4(c) exceeds the Closing Price, the amount of such excess (herein the
 "Added Settlement Price") shall be paid to Seller in cash on or prior to the
 Settlement Date. If the Closing Price exceeds the algebraic 

                                       19
<PAGE>
 
 sums of clauses (i) through (v), inclusive, of this Section 2.4(c), the amount
 of such excess (herein the "Settlement Reduction Amount") shall be paid to
 Purchaser as provided at Section 2.5 of this Agreement on or prior to the
 Settlement Date.

        SECTION 2.5 TIME AND METHOD OF PAYMENTS. At the Closing, Purchaser shall
 pay to Seller the Closing Price (the "Closing Payment") in immediately
 available funds by the wire transfer thereof to such bank account in New York
 City as Seller shall designate to Purchaser in writing at least three business
 days prior to the Closing Date. On or prior to the Settlement Date, Purchaser
 shall pay to Seller the amount of the Added Settlement Price, if any, by wire
 transfer to the bank account designated by Seller at least three business days
 prior to the Settlement Date. Similarly, on or prior to the Settlement Date,
 Seller shall pay to Purchaser the amount of the Settlement Reduction Amount, if
 any, by wire transfer to the bank account designated by Purchaser at least
 three business days prior to the Settlement Date. Any amount not paid when due
 pursuant to this Article II shall bear interest from the date due (the Closing
 Date in the case of the Closing Price or the Settlement Date in the case of any
 Added Settlement Price or Settlement Reduction Amount due pursuant to Section
 2.4 of this Agreement) to the date of the payment thereof at the prime rate as
 announced by The Chase Manhattan Bank, New York, as such rate is in effect from
 time to time during such period, calculated based on the actual number of days
 elapsed based on a year of 365 days.

 
                                  ARTICLE III

                        REPRESENTATIONS AND WARRANTIES

  SECTION 3.1  REPRESENTATIONS AND WARRANTIES OF SELLER.

  Seller represents and warrants to Purchaser and Plains that:

        (a) Organization and Qualification of the Celeron Companies (i) AAPL is
 a corporation duly organized, validly existing and in good standing under the
 laws of the State of Texas and has full corporate power and authority to carry
 on its business as it is now being conducted, to own or hold under lease the
 properties and assets which it owns or holds under lease and to perform all its
 obligations under the agreements and instruments to which it is a party or by
 which it is bound. AAPL is duly qualified or licensed and in good standing as a
 foreign corporation in the State of California, the State of Arizona and the
 State of New Mexico. There is no other jurisdiction in which the nature of its
 business or operations requires such qualification or licensing where the
 failure to be so qualified or licensed would materially and adversely affect
 the business, operations, properties or assets or the financial condition of
 the Celeron Companies taken as a whole. The copies of the Articles of
 Incorporation and By-laws of AAPL, as amended to date, which have been
 delivered to Purchaser are complete and correct.

        (ii) CGC is a corporation duly organized, validly existing and in good
 standing under the laws of the State of Delaware and has full corporate power
 and authority to carry on its business as it is now being conducted, to own or
 hold under lease the properties and assets which it owns

                                       20
<PAGE>
 
 or holds under lease and to perform all its obligations under the agreements
 and instruments to which it is a party or by which it is bound. CGC is duly
 qualified or licensed and in good standing as a foreign corporation in the
 State of California. There is no other jurisdiction in which the nature of its
 business or operations requires such qualification or licensing where the
 failure to be so qualified or licensed would materially and adversely affect
 the business, operations, properties or assets or the financial condition of
 the Celeron Companies taken as a whole. The copies of the Certificate of
 Incorporation and By-laws of CGC, as amended to date, which have been delivered
 to Purchaser are complete and correct.

        (iii) CT&T is a corporation duly organized, validly existing and in good
 standing under the laws of the State of Delaware and has full corporate power
 and authority to carry on its business as it is now being conducted, to own or
 hold under lease the properties and assets which it owns or holds under lease
 and to perform all its obligations under the agreements and instruments to
 which it is a party or by which it is bound. CT&T is duly qualified or licensed
 and in good standing as a foreign corporation in the State of California, the
 State of Arizona, the State of Texas and the State of New Mexico. There is no
 other jurisdiction in which the nature of its business or operations requires
 such qualification or licensing where the failure to be so qualified or
 licensed would materially and adversely affect the business, operations,
 properties or assets or the financial condition of the Celeron Companies taken
 as a whole. The copies of the Certificate of Incorporation and By-laws of CT&T,
 as amended to date, which have been delivered to Purchaser are complete and
 correct.

        (b) Capitalization of the Celeron Companies. (i) The authorized capital
 stock of AAPL consists of 10,000 shares of common stock, having a par value of
 $1.00 per share ("AAPL Common Stock"), of which 1,100 shares of AAPL Common
 Stock are issued and outstanding (the "AAPL Shares"). All of the AAPL Shares
 are validly issued, fully paid and nonassessable. AAPL holds no shares of its
 capital stock as treasury shares. There are no existing outstanding
 subscriptions, options, warrants, rights, puts, calls or commitments or other
 agreements of any character relating to unissued shares of AAPL Common Stock,
 no outstanding securities or other instruments convertible into or exchangeable
 for shares of capital stock of AAPL and no commitments to issue such securities
 or instruments. Other than the AAPL Shares, there are no equity securities of
 AAPL outstanding.

        (ii) The authorized capital stock of CGC consists of 1,000 shares of
 common stock, having a par value of $1.00 per share ("CGC Common Stock"), of
 which 1,000 shares of CGC Common Stock are issued and outstanding (the "CGC
 Shares"). All of the CGC Shares are validly issued, fully paid and
 nonassessable. CGC holds no shares of its capital stock as treasury shares.
 There are no existing outstanding subscriptions, options, warrants, rights,
 puts, calls or commitments or other agreements of any character relating to
 unissued shares of CGC Common Stock, no outstanding securities or other
 instruments convertible into or exchangeable for shares of capital stock of CGC
 and no commitments to issue such securities or instruments. Other than the CGC
 Shares, there are no equity securities of CGC outstanding.

        (iii) The authorized capital stock of CT&T consists of 1,000 shares of
 common stock, having a par value of $1.00 per share ("CT&T Common Stock"), of
 which one (1) share of

                                       21
<PAGE>
 
 CT&T Common Stock is issued and outstanding (the "CT&T Share"). The CT&T Share
 is validly issued, fully paid and nonassessable. CT&T holds no shares of its
 capital stock as treasury shares. There are no existing outstanding
 subscriptions, options, warrants, rights, puts, calls or commitments or other
 agreements of any character relating to unissued shares of CT&T Common Stock,
 no outstanding securities or other instruments convertible into or exchangeable
 for shares of capital stock of CT&T Common Stock, and no commitments to issue
 such securities or instruments. Other than the CT&T Share, there are no equity
 securities of CT&T outstanding.

        (c) Organization and Authority of Seller; No Governmental Approvals
 Required. (i) Seller is a corporation duly organized, validly existing and in
 good standing under the laws of the State of Delaware and has full corporate
 power and authority to carry on its business as it is now being conducted and
 to own or hold under lease the properties and assets which it owns or holds
 under lease. Seller has the corporate power and authority to enter into this
 Agreement and the Related Agreements and to carry out its obligations hereunder
 and thereunder. The execution and delivery of this Agreement and the Related
 Agreements by Seller, and the consummation of the transactions contemplated
 herein and therein by Seller, have been duly authorized by all necessary
 corporate action on the part of the Board of Directors of Seller and by the
 sole shareholder of Seller and no further corporate action on the part of
 Seller or the sole shareholder of Seller in respect of the approval of this
 Agreement, the Related Agreements, or the transactions contemplated hereby is
 required.

        (ii) Except as set forth in Part C of Schedule 3.1 to this Agreement, to
 the knowledge of Seller no authorization, consent or approval of, or filing
 with, any Governmental Body is required on the part of Seller or any of the
 Celeron Companies, in order to lawfully execute this Agreement or effect the
 consummation of the purchase and sale contemplated by this Agreement or for any
 other transaction contemplated hereby, except that such purchase and sale
 transaction requires appropriate filings, and the termination of the waiting
 period, under the HSR Act and the approval of the Public Utilities Commission
 of the State of California.

        (iii) Seller is a Wholly-Owned Subsidiary of Goodyear. No shareholder or
 other corporate proceeding on the part of Goodyear is necessary to authorize
 this Agreement and the Related Agreements and the purchase and sale
 contemplated thereby.

        (d) Validity of Agreement. This Agreement constitutes, and each Related
 Agreement and each of the other agreements, documents and instruments to be
 executed and delivered by Seller pursuant to this Agreement when executed and
 delivered by Seller will constitute, the legal, valid and binding obligation of
 Seller enforceable in accordance with their respective terms, except as
 enforcement may be limited by bankruptcy, insolvency, reorganization,
 moratorium or similar laws affecting the enforcement of creditors' rights
 generally and by the discretion of any court before which any enforcement
 proceeding may be brought to deny or limit any remedy (including any claim for
 specific performance or indemnification) sought, and subject to general
 principles of equity (regardless of whether considered in a proceeding at law
 or in equity) and the discretion of the court. Except as may be set forth in
 Part D of Schedule 3.1 to this Agreement, the execution and delivery of this
 Agreement or any other document to be executed, 

                                       22
<PAGE>
 
 delivered and performed in connection herewith, the undertaking of any actions
 on the part of Seller required to consummate the transactions contemplated by
 this Agreement, and the consummation of the transactions contemplated by this
 Agreement, will not: (i) violate or conflict with any provision of the
 Certificate of Incorporation or By-Laws of Seller, or of the governing
 instruments of the Celeron Companies, as each is amended and in effect on the
 date of this Agreement and on the Closing Date; (ii) to the knowledge of Seller
 or any Designated Celeron Officer, violate or conflict with any material
 provision of any law, rule or regulation to which Seller or any Celeron Company
 is subject; (iii) violate, or conflict with, any material order, permit,
 certificate, writ, judgment, injunction, decree, determination, award or other
 decision of any court, Governmental Body or arbitrator binding upon Seller or
 any Celeron Company or any of their respective properties and other assets;
 (iv) result in or constitute a breach of or a default under (or with notice or
 lapse of time or both result in a breach of or constitute a default under), or
 otherwise give any Person the right to terminate, any mortgage, indenture, loan
 or credit agreement or any other agreement or instrument evidencing
 indebtedness for money borrowed to which Seller, any Affiliate of Seller or any
 Celeron Company is a party or by which Seller or any Celeron Company, or any of
 their respective properties, is bound or affected, (v) to the knowledge of
 Seller or any Designated Celeron Officer, result in or constitute a material
 breach of, or a material default under (or with notice or the lapse of time or
 both would result in a breach of or constitute a default under) any Contract,
 Lease, Pipeline Right-of-Way Agreement or license to which Seller or any
 Celeron Company is a party or by which any of them or any of their respective
 properties is bound or affected; or (vi) result in, or require, the creation or
 imposition of any mortgage, deed of trust, pledge, lien, security interest or
 other charge or encumbrance of any nature upon or with respect to any of the
 properties owned by the Celeron Companies, other than Permitted Liens or
 Permitted Encumbrances, arising through Seller or any Celeron Company.

        (e) Title to the Shares and the CGC Shares. Seller is the owner,
 beneficially and of record, of all the Shares, free and clear of all Liens
 other than Permitted Liens and Permitted Encumbrances. AAPL is the owner,
 beneficially and of record, of all of the CGC Shares, free and clear of all
 Liens other than Permitted Liens and Permitted Encumbrances. The Shares and the
 CGC Shares constitute all of the issued and outstanding capital stock of the
 Celeron Companies. At the Closing, Purchaser will receive good and merchantable
 title to the Shares, free and clear of all Liens, other than any Liens arising
 through, or by reason or as a result of actions taken by or on behalf of,
 Purchaser, Plains or any other Affiliate of Purchaser.

        (f) Subsidiaries. Except for CGC, AAPL does not own or control, or have
 any obligation to acquire, any equity interest in any corporation or
 partnership. Neither CGC nor CT&T own or control, or have any obligation to
 acquire, any equity interest in any corporation or partnership. Except as and
 to the extent disclosed in Part F of Schedule 3.1 to this Agreement, the
 Celeron Companies do not own or control, or have any obligation to acquire, any
 equity interest in any other business entity.

        (g) Condition of Rights-of-Way; Leases. Except as set forth at Part G of
 Schedule 3.1 to this Agreement: (1) The documents listed at (i) Part I of
 Exhibit F to this Agreement are all of the AAPL Right-of-Way Agreements for the
 AAPL Rights-of-Way, and (ii) Part II of Exhibit F

                                       23
<PAGE>
 
 to this Agreement are all of the CGC Right-of-Way Agreements for the CGC 
 Rights-of-Way; (2) each Pipeline Right-of-Way Agreement is valid and in effect
 in accordance with its terms (except certain temporary permits which have
 expired in accordance with the terms thereof), (3) to the knowledge of Seller
 or any Designated Celeron Officer (i) neither AAPL nor CGC is in violation of
 any material term of any Pipeline Rights-of-Way Agreement, (ii) the All
 American System and the SJV System are installed only on the Pipeline 
 Rights-of-Way, and (iii) the Pipeline Right-of-Way Agreements, each of which 
 purports to be from the owner or owners of the land covered thereby and
 purports to grant (or have the effect of granting) to the applicable Celeron
 Company the right, easement, lease, permit or license to construct, operate and
 maintain the All American System or the SJV System, as the case may be, under
 or across such land, which, when appropriate, have been recorded, it being
 understood that Pipeline Rights-of-Way granted by Governmental Bodies have not
 been recorded; (4) there are no spatial gaps in the rights-of-way for the All
 American System or the SJV System as presently configured that could reasonably
 be expected to have a material adverse effect on the financial condition, or on
 business or operations as presently conducted, of the Celeron Companies, taken
 as a whole; (5) the Celeron Companies have not received from the owner of any
 land covered by a Pipeline Right-of-Way Agreement a written demand that the
 portion of the All American System or the SJV System, as the case may be,
 located on such owner's land be removed or relocated, or that all or any
 portion of such Right-of-Way Agreement be terminated, which demand has not been
 resolved and is currently and actively pending; and (6) each material Lease is
 valid and in effect in accordance with its terms and no Celeron Company is in
 default under any material term of any Lease.

        (h) Title to Properties. Except as set forth at Part H of Schedule 3.1
 to this Agreement, each of the Celeron Companies has title to its properties as
 follows:

                (1) Good and marketable title to all of the Celeron Real
     Property, free of any Liens other than Permitted Liens and Permitted
     Encumbrances.

                (2) Good and merchantable title to the AAPL Equipment, the SJV
     Equipment, Linefill and any other tangible personal property owned by the
     Celeron Companies (other than Rights-of-Way and the Celeron Leased
     Property), free of any Liens other than Permitted Liens and Permitted
     Encumbrances.

                (3) Good title to all of the Current Assets, tangible or
     intangible, reflected in the Statement of Net Assets Sold as owned
     property, or purported to have been acquired after the date thereof and
     reflected as owned property in the Closing Date Statement of Net Assets
     Sold, free of any Liens other than Permitted Liens and Permitted
     Encumbrances.

        (i)  Indebtedness for Moneys Borrowed.  Except as set forth at Part I of
 Schedule 3.1 to this Agreement: (1) at the date hereof there are no promissory
 notes, mortgages, indentures or other agreements or instruments for or relating
 to any indebtedness for moneys borrowed (including purchase money obligations
 or capital lease obligations), whether incurred, assumed or guaranteed, by
 AAPL, CGC or CT&T, or to which any of their respective properties or 

                                       24
<PAGE>
 
 assets will be subject other than the Prior Debt; and (2) immediately prior to
 the Closing there will be no promissory notes, mortgages, indentures or other
 agreements or instruments for or relating to any indebtedness for moneys
 borrowed (including purchase money obligations or capital lease obligations),
 whether incurred, assumed or guaranteed, by AAPL, CGC or CT&T, or to which any
 of their respective properties or assets will be subject, other than Permitted
 Debt.

  (j)  Disclosure Schedule.  Part J of Schedule 3.1 to this Agreement completely
 and accurately:

        (1) Lists at Subpart 1 all Contracts and all amendments thereto (except
     those listed in any other Schedule, or in any Appendix or Exhibit, to this
     Agreement) to which any of the Celeron Companies is a party affecting the
     assets, operations or financial condition of the Celeron Companies, other
     than (i) Right-of-Way Agreements; (ii) any Contract relating to the
     purchase, sale, storage, exchange or transportation of crude oil, natural
     gas or other hydrocarbons which will expire, is scheduled to expire, or is
     to be completely performed by the Celeron Companies, on or prior to June
     30, 1998; or (iii) any Contract which by its terms is not expected to
     require, or may be terminated at any time without requiring, the Celeron
     Companies to pay more than $250,000 during the remaining term thereof.

        (2) Lists at Subpart 2 all Leases, other than Leases where both the
     lessee and the lessor are Celeron Companies.

        (3) Lists at Subpart 3 all material franchises, licenses, permits,
     certificates or other authorizations issued by any Governmental Body and
     other material Governmental Approvals which have been obtained by the
     Celeron Companies and are currently in effect.

        (4) Lists at Subpart 4 all tariff filings by AAPL which are currently
     in effect.

        (5) Lists of Subpart 5 of all New York Mercantile Exchange or over-the-
     counter future contracts.

        (6) Lists of Subpart 6 all waste disposal sites which have been utilized
     by any of the Celeron Companies.

     (k) Contractual Obligations. Except as disclosed at Part K of Schedule 3.1
to this Agreement none of the Celeron Companies is a party to any written or, to
the knowledge of Seller or any Designated Celeron Officer, oral:

        (1) consulting agreement or contract for the employment (other than as
     may arise by operation of law) of any individual;

                                       25
<PAGE>
 
        (2)  contract with any labor union;

        (3) contract or other obligation (other than those listed at Part J of
     Schedule 3.1 to this Agreement) for the future sale, purchase, storage or
     transportation of crude oil providing for performance thereunder by any
     party thereto which expires or terminates after June 30, 1998;

        (4) guarantee of the debt or contractual obligation of any other Person;
     or

        (5) contract for the purchase of goods or services from, or to provide
     goods or services to, any Person which expires or terminates after June 30,
     1998.

     (l) Intellectual Property. Part L of Schedule 3.1 to this Agreement
 accurately and correctly lists all United States and foreign (i) patents,
 patent rights and patent applications owned, controlled or, licensed by any of
 the Celeron Companies, (ii) trademarks, trade names, service marks, copyrights
 and applications and registrations therefor owned, controlled or licensed by
 any of the Celeron Companies and (iii) agreements granting any rights or
 interests under any patents, trademarks, trade names, service marks,
 copyrights, trade secrets, know-how, inventions or other similar intangible
 property either by or to any of the Celeron Companies. Except as set forth in
 Part L to Schedule 3.1 to this Agreement, to the knowledge of Seller or any
 Designated Celeron Officer, the Celeron Companies have all right, title and
 interest to such property shown on said Part L to Schedule 3.1 free of any
 liens and have the right to use such property without any known conflict with
 the rights of others and no other Person (other than Goodyear and its
 Subsidiaries) has the right to use any of such property; and no such property
 of any of the Celeron Companies, if any, has been declared invalid or is the
 subject of a pending action for cancellation or declaration of invalidity.
 Except as set forth in Part L of Schedule 3.1 to this Agreement; to the
 knowledge of Seller or any Designated Celeron Officer: (a) none of the Celeron
 Companies has received any notice to the effect that it is in violation or
 infringement of any such property of any other Person; and (b) neither Seller
 nor any of the Celeron Companies have received any notice of the violation or
 infringement by any Person of the rights of any of the Celeron Companies in and
 to such property. The Celeron Companies have no interest in or right to use any
 trademarks, trade names, service marks or copyrights which use or include the
 word "Goodyear", the "Winged Foot design", the word "Wingfoot" or any
 combination of any of them, which are not and shall not be deemed to be assets
 of the Celeron Companies, notwithstanding any provision of this Agreement, any
 other agreement (whether written or oral, express or implied) or the law.

        (m) Absence of Undisclosed Liabilities. Except for liabilities (i)
 disclosed or referred to in Part M of Schedule 3.1 to this Agreement or
 otherwise disclosed, described or referred to in the Statement of Net Assets
 Sold or in this Agreement or any Annex, Appendix, Exhibit or Schedule to this
 Agreement, or (ii) reflected or reserved for or against in the Closing Date
 Statement of Net Assets Sold, the Celeron Companies do not have liabilities of
 a nature that would be required to be recorded on, or disclosed in a note to, a
 consolidated balance sheet of the Celeron Companies prepared in accordance with
 GAAP, and consistent with the Celeron 

                                       26
<PAGE>
 
 Accounting Practices, that would be material to the financial condition of the
 Celeron Companies taken as a whole.

        (n) Corporate Documents. The minute books of each of the Celeron
 Companies contain true and correct copies of all the proceedings, consents,
 actions and minutes of each meeting of the shareholders and of the Boards of
 Directors and each committee thereof of each of the Celeron Companies. The
 stock transfer books of the Celeron Companies are true and complete and reflect
 all transfers of shares of the capital stock of the Celeron Companies.

        (o) Contract Consents. Except for Governmental Approvals and except as
 listed at Part O of Schedule 3.1 to this Agreement, to the knowledge of Seller
 or any Designated Celeron Officer, no consent, approval or authorization of, or
 notification to, any Person is required in order to prevent the termination or
 cancellation of, any material change in the terms of, or the default or
 acceleration of any material Contract, material Lease or any Pipeline Right-of-
 Way, or the imposition of a new Lien (other than a Permitted Lien) or
 encumbrance (other than a Permitted Encumbrance) on any Pipeline Right-of-Way
 or Celeron Asset, as a result of execution and delivery of this Agreement, and
 the consummation of the transactions contemplated herein, by Seller.

        (p) Banking Arrangements. Part P of Schedule 3.1 to this Agreement lists
 (i) the name of each bank and other financial institution and each commodities
 broker with which any of the Celeron Companies has an account of any type or a
 safe deposit box and the numbers of such accounts and safe deposit boxes and
 (ii) the names of all persons having authorization to draw thereon or having
 access thereto.

        (q)  Litigation.  Except as set forth in Part Q of Schedule 3.1 to this
 Agreement, there are no claims, actions, suits or other legal proceedings
 (including administrative proceedings) pending or, to the knowledge of Seller
 or any Designated Celeron Officer, threatened against any of the Celeron
 Companies.  All injunctions, decrees, orders and final judgments of any court
 or material decrees or orders of any Governmental Body currently in effect to
 which any of the Celeron Companies are subject are listed at Part Q of Schedule
 3.1 to this Agreement.

        (r) Compliance with Laws and Regulations. Except as set forth in Part R
 of Schedule 3.1 to this Agreement and except with respect to any Environmental
 Law:

          (1)  None of the Celeron Companies has received notice of any
          violation of, and to the knowledge of Seller or any Designated Celeron
          Officer none of the Celeron Companies is in violation of, any material
          provision of any law, regulation, rule, ordinance, order or decree
          relating to it, the All American System or the SJV System which
          remains uncured or has not been withdrawn, canceled or dismissed,
          except for violations which are not reasonably likely to have a
          material adverse affect on the financial condition, business or
          operations of the Celeron Companies taken as a whole.

                                       27
<PAGE>
 
          (2)  To the knowledge of Seller or any Designated Celeron Officer,
          each of the Celeron Companies has all franchises, licenses, permits,
          certificates and other governmental approvals necessary to enable it
          to carry on its business as presently conducted; except that no
          representation or warranty is made with respect to tariffs of the All
          American System on file with the FERC or the Cal PUC or with respect
          to compliance by the Celeron Companies with the laws administered, and
          the rules and regulations promulgated, by the FERC or the Cal PUC.

          (3)  To the knowledge of any Designated Celeron Officer, all tariffs
          filed (and not withdrawn, amended or superceded by subsequent or
          supplemental filing) by AAPL with the FERC or the Cal PUC in respect
          of the All American System are believed not to be in conflict with the
          rules and regulations of the FERC or the Cal PUC, as the case may be.

        (s) No Condemnation. Except as set forth at Part S of Schedule 3.1, no
 Celeron Real Property is the subject of any condemnation or eminent domain
 proceeding by any Governmental Body nor, to the knowledge of Seller or any
 Designated Celeron Officer, has any such condemnation or taking by eminent
 domain been proposed.

        (t) Employee Benefit Plans; ERISA. The representations and warranties of
 Seller set forth in the Employee Agreement are, or at the Closing will be, true
 and correct and are incorporated herein by reference.

        (u) Environmental Matters. Except as listed at Part U of Schedule 3.1 to
 this Agreement or listed, described or otherwise disclosed in the Environmental
 Assessment Report or the Phase II Study, to the knowledge of Seller or any
 Designated Celeron Officer: (1) none of the Celeron Companies is the current
 subject of any enforcement proceeding under any Federal, State of California,
 State of Arizona, State of New Mexico, State of Texas or local Environmental
 Law; (2) the Celeron Companies have made all required disclosures under
 applicable Environmental Laws; (3) except for releases and discharges
 authorized under a Government Approval, no disposal, release, spill or leakage
 of Hazardous Materials, petroleum or other solid or liquid wastes to the soil
 or surface or ground water has occurred on any Celeron Real Property during the
 period owned by any of the Celeron Companies, or on any Pipeline Right-of-Way
 or Celeron Leased Property during the period any of the Celeron Companies has
 held such Pipeline Right-of-Way or been in possession of such Celeron Leased
 Property, which has not been reported (if such report is required by applicable
 law) and remediated as required by applicable Environmental Laws in effect at
 the date of this Agreement; and (4) except for releases and discharges
 authorized under a Government Approval, no release, spill, leakage or migration
 of Hazardous Materials, petroleum or other solid or liquid wastes has occurred
 as a result of the operations of the Celeron Companies onto, under or upon the
 property of any Person (other than property owned, leased or used by the
 Celeron Companies, including the Celeron Rights-of-Way) which has not been
 reported, if reporting of such event is required by applicable law, and
 remediated as required by applicable Environmental Laws in effect at the date
 of this Agreement. Seller and each of the Celeron Companies have made available
 to Purchaser and Plains all documents, files and records in their possession,
 or in the possession of 

                                       28
<PAGE>
 
 any environmental consultant retained by the Celeron Companies, Seller or
 Goodyear, relating to the environmental condition of the All American System
 and the SJV System, including bills of lading or other instruments relating to
 the disposal of waste materials generated at any of the properties owned or
 operated by the Celeron Companies. As used in this Section 3.1(u), the phrase
 "to the knowledge of Seller or any Designated Celeron Officer" shall mean to
 the actual knowledge of Bruce K Murchison, Michael J Latiolais, Jordan Janak,
 or Kevin Strege.

        (v) Contracts; No Material Defaults. Except as set forth at Part V of
 Schedule 3.1 to this Agreement, no event or condition has occurred, or to the
 knowledge of Seller or any Designated Celeron Officer is alleged to have
 occurred, which constitutes a material breach or default by a Celeron Company
 under any Contract, except for breaches and defaults which in the aggregate
 will not materially and adversely affect the financial condition, business or
 operations of the Celeron Companies taken as a whole. To the knowledge of
 Seller or any Designated Celeron Officer, no notice has been received by any
 Celeron Company claiming any material breach or default by any of the Celeron
 Companies under any material Contract. To the knowledge of Seller or any
 Designated Celeron Officer (having made no inquiry regarding the status of any
 Contract), no event or condition has occurred which constitutes a material
 breach or default under any Contract on the part of any counterparty thereto.

        (w)  Receivables.  Except as set forth at Part W of Schedule 3.1 to this
 Agreement, all accounts receivable included on the Statement of Net Assets Sold
 are, and all accounts receivable on the Closing Date Statement of Net Assets
 Sold will qualify at such time as, Accounts Receivable and will be, valid
 obligations of the account obligors thereunder, will have arisen out of
 transactions entered into in the ordinary course of business and each is or
 will be included in the Statement of Net Assets Sold and the Closing Date
 Statement of Net Assets Sold, as the case may be, at its par or face amount (on
 a net basis in accordance with GAAP, with the gross face amount stated at Note
 3 thereto).  The Accounts Receivable included in the Closing Date Statement of
 Net Assets Sold will not be past due by more than 60 days at the Closing Date.

        (x) Brokers. No broker, agent, finder or investment banker is entitled
 to receive from Purchaser, or from the Celeron Companies, any brokerage or
 finder's fee or other commission in respect of any of the transactions
 contemplated by this Agreement based on any agreement, arrangement or
 understanding made by or on behalf of Seller or Goodyear.

        (y) Officers and Directors. Part Y of Schedule 3.1 to this Agreement
 lists the officers and directors of each of the Celeron Companies and each
 unrevoked power of attorney, if any, granted by them pursuant to which any
 other individual has equivalent authority.

        (z) Certain Regulations. Seller is not a non-resident alien or foreign
 corporation (as those terms are defined in the Code). Neither Seller nor any
 Celeron Company is a "public-utility company" or a "holding company", or a
 "Subsidiary Company" of a "holding company", or an "affiliate" of a "holding
 company" within the meaning of the Public Utility Holding Company Act of 1935,
 as amended, or is otherwise subject to regulation under or the restrictions of
 such act. Neither Seller nor any Celeron Company is an "investment company" 

                                       29
<PAGE>
 
 or a company "controlled" by an "investment company" within the meaning of the
 Investment Company Act of 1940, as amended, or is otherwise subject to
 regulation under or the restrictions of such act.

        (aa) Absence of Unusual Liabilities or Expenses. During the period
     beginning January 1, 1998 and ending on the date of this Agreement, the
     Celeron Companies have not incurred any Liabilities (other than Ordinary
     Course Liabilities and Liabilities arising out of Permitted Debt, Permitted
     Payments, Permitted Transactions, Dividends or Capital Distributions) in
     excess of $500,000 in the aggregate.

        (bb) Linefill and Inventory Barrels. At December 31, 1997, Linefill
 consisted of at least 4,709,821 barrels of crude oil having various properties
 and Inventory consisted of at least 183,780 barrels of crude oil having various
 properties.

SECTION 3.2  REPRESENTATIONS AND WARRANTIES OF PURCHASER AND PLAINS.  Each of
 Purchaser and Plains represents and warrants to Seller that:

        (a) Organization and Qualification of Purchaser. Purchaser is a
 corporation duly organized, validly existing and in good standing under the
 laws of the State of Delaware and has full corporate power and authority to
 carry on its business as it is now being conducted, to own or hold under lease
 the properties and assets which it owns or holds under lease and to perform all
 its obligations under the agreements and instruments to which it is a party or
 by which it is bound. Purchaser is duly qualified or licensed and in good
 standing as a foreign corporation in each jurisdiction in which it owns or
 leases any facility or properties or in which the nature of its business or
 operations requires such qualification or licensing where the failure to be so
 qualified or licensed would have a material adverse affect on the business,
 operations, properties or assets or the financial condition of Purchaser.
 [Prior to the Closing, Purchaser will qualify as a foreign corporation, and
 maintain good standing as a foreign corporation, in the State of Texas.] The
 copies of the Certificate of Incorporation and By-Laws of Purchaser delivered
 to Seller are true, complete and correct.

        (b) Corporate Authority. Purchaser has all requisite corporate power and
 authority to enter into and perform its obligations under this Agreement and
 the Related Agreements and to carry out its obligations hereunder and
 thereunder. The execution and delivery of this Agreement and the Related
 Agreements by Purchaser, and the performance of the transactions contemplated
 herein and therein on the part of Purchaser, have been duly authorized by all
 necessary corporate actions on the part of Purchaser and each shareholder of
 Purchaser and no further corporate action on the part of Purchaser or any
 shareholder of Purchaser in respect of the approval of this Agreement, the
 Related Agreements or the transactions contemplated hereby is required.

        (c) No Violation; Consents and Approvals. Neither the execution and
 delivery of this Agreement nor the consummation of the transactions
 contemplated hereby nor compliance by Purchaser with any of the provisions
 hereof will: (i) conflict with or result in a breach of any provision of the
 Certificate of Incorporation or By-Laws of the Purchaser or the Certificate or

                                       30
<PAGE>
 
 Articles of Incorporation of any shareholder of Purchaser; or (ii) violate or
 conflict with the provisions of any statute, law, rule, regulation, permit,
 order or certificate or of any writ, judgment, stipulation, injunction, decree,
 determination, award or other decision of any court, government, governmental
 agency or arbitrator binding upon Purchaser or any of its properties and assets
 or any Affiliate or any of its properties and assets. Except as set forth at
 Part C of Schedule 3.2 to this Agreement, no consent by, approval of or filing
 with any Governmental Body is required in connection with the execution and
 delivery by Purchaser of the Agreement or the consummation by Purchaser of the
 transactions contemplated herein.

        (d) Valid and Binding Obligations. This Agreement constitutes, and each
 Related Agreement and each of the other agreements, documents and instruments
 to be executed by Purchaser and delivered to Seller or Goodyear, or both of
 them, pursuant to this Agreement, when so executed and delivered will
 constitute, the legal, valid and binding obligations of Purchaser, enforceable
 against Purchaser in accordance with their respective terms, except as
 enforcement may be limited by bankruptcy, insolvency, reorganization,
 moratorium or similar laws affecting the enforcement of creditors' rights
 generally and by the discretion of any court before which any enforcement
 proceeding may be brought to deny or limit any remedy (including any claim for
 specific performance or indemnification) sought, and subject to general
 principles of equity (regardless of whether considered in a proceeding at law
 or in equity) and subject to the discretion of the court. The execution and
 delivery of this Agreement, the Related Agreements and any other document to be
 executed, delivered and performed in connection herewith, the undertaking of
 any actions on the part of Purchaser required to consummate the transactions
 contemplated by this Agreement will not: (i) violate or conflict with any
 provision of the constituent instruments of the Purchaser, as each is amended
 and in effect on the due date of this Agreement and on the Closing Date; (ii)
 violate or conflict with any provision of any law, rule or regulation to which
 Purchaser is subject; (iii) violate or conflict with any order, permit,
 certificate, writ, judgment, injunction, decree, determination, award or other
 decision of any court or Governmental Body, domestic or foreign, or arbitrator
 binding upon Purchaser, its Affiliates or their respective properties and
 assets; (iv) result in or constitute a breach of, or a default (or with notice
 or lapse of time or both result in a breach of or constitute a default) under,
 or otherwise give any person the right to terminate (x) any mortgage,
 indenture, loan or credit agreement or any other agreement or instrument
 evidencing indebtedness for money borrowed to which Purchaser of any of its
 Affiliates is a party or by which Purchaser or any of its Affiliates, or any of
 their respective properties, is bound or affected, or (y) any material lease,
 license, contract or other agreement or instrument to which Purchaser or any of
 its Affiliates is a party or by which any of them or any of their respective
 properties is bound of affected; or (v) except as set forth at Part D of
 Schedule 3.2 to this Agreement, result in, or require, the creation or
 imposition of any mortgage, deed of trust, pledge, lien, security interest or
 other charge or encumbrance of any nature upon or with respect to any of the
 properties now or hereafter owned by Purchaser, any of its Affiliates or any of
 the Celeron Companies.

        (e) Organization and Qualification of Plains. Plains is a corporation
 duly organized, validly existing and in good standing under the laws of the
 State of Delaware and has full corporate power and authority to carry on its
 business as it is now being conducted, to own or hold under lease the
 properties and assets which it owns or holds under lease and to perform all 

                                       31
<PAGE>
 
 its obligations under the agreements and instruments to which it is a party or
 by which it is bound. Plains is duly qualified or licensed and in good standing
 as a foreign corporation in Texas and in each other jurisdiction in which it
 owns or leases any facility or properties or in which the nature of its
 business or operations requires such qualification or licensing where the
 failure to be so qualified or licensed would have a material adverse affect on
 the business, operations, properties or assets or the financial condition of
 Plains. The copies of the Certificate of Incorporation and By-Laws of Plains
 delivered to Seller are true, complete and correct.

        (f)  Corporate Authority.  Plains has all requisite corporate power and
 authority to enter into and perform its obligations under this Agreement and
 the Related Agreements and to carry out its obligations hereunder and
 thereunder.  The execution and delivery of this Agreement and the Related
 Agreements by Plains, and the performance of the transactions contemplated
 herein and therein on the part of Plains, have been duly authorized by all
 necessary corporate actions on the part of Plains and no further corporate
 action on the part of Plains or any shareholder or the shareholders of Plains
 in respect of the approval of this Agreement, the Related Agreements or the
 transactions contemplated hereby is required.

        (g) No Violation; Consents and Approvals. Neither the execution and
 delivery of this Agreement nor the consummation of the transactions
 contemplated hereby nor compliance by Plains with any of the provisions hereof
 will: (i) conflict with or result in a breach of any provision of the
 Certificate of Incorporation or By-Laws of the Plains; or (ii) violate or
 conflict with the provisions of any statute, law, rule, regulation, permit,
 order or certificate or of any writ, judgment, stipulation, injunction, decree,
 determination, award or other decision of any court, government, governmental
 agency or arbitrator binding upon Plains or any of its properties and assets or
 any Affiliate or any of its properties and assets. Except as set forth at Part
 C of Schedule 3.2 to this Agreement, no consent by, approval of or filing with
 any Governmental Body is required in connection with the execution and delivery
 by Plains of the Agreement or the consummation by Plains of the transactions
 contemplated herein.

(h)  Valid and Binding Obligations.  This Agreement constitutes, and each
 Related Agreement and each of the other agreements, documents and instruments
 to be executed by Plains and delivered to Seller or Goodyear, or both of them,
 pursuant to this Agreement, when so executed and delivered will constitute, the
 legal, valid and binding obligations of Plains, enforceable against Plains in
 accordance with their respective terms, except as enforcement may be limited by
 bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
 the enforcement of creditors' rights generally and by the discretion of any
 court before which any enforcement proceeding may be brought to deny or limit
 any remedy (including any claim for specific performance or indemnification)
 sought, and subject to general principles of equity (regardless of whether
 considered in a proceeding at law or in equity) and subject to the discretion
 of the court.  The execution and delivery of this Agreement, the Related
 Agreements and any other document to be executed, delivered and performed in
 connection herewith, the undertaking of any actions on the part of Plains
 required to consummate the transactions contemplated by this Agreement will
 not: (i) violate or conflict with any provision of the constituent instruments
 of the Plains, as each is amended and in effect on the due date of this
 Agreement and on the Closing Date; (ii) violate or conflict with any provision
 of any law, rule 

                                       32
<PAGE>
 
 or regulation to which Plains is subject; (iii) violate or conflict with any
 order, permit, certificate, writ, judgment, injunction, decree, determination,
 award or other decision of any court or Governmental Body, domestic or foreign,
 or arbitrator binding upon Plains, its Affiliates or their respective
 properties and assets; (iv) result in or constitute a breach of, or a default
 (or with notice or lapse of time or both result in a breach of or constitute a
 default) under, or otherwise give any person the right to terminate (x) any
 mortgage, indenture, loan or credit agreement or any other agreement or
 instrument evidencing indebtedness for money borrowed to which Plains of any of
 its Affiliates is a party or by which Plains or any of its Affiliates, or any
 of their respective properties, is bound or affected, or (y) any material
 lease, license, contract or other agreement or instrument to which Plains or
 any of its Affiliates is a party or by which any of them or any of their
 respective properties is bound of affected; or (v) except as set forth at Part
 H of Schedule 3.2 to this Agreement, result in, or require, the creation or
 imposition of any mortgage, deed of trust, pledge, lien, security interest or
 other charge or encumbrance of any nature upon or with respect to any of the
 properties now or hereafter owned by Plains, any of its Affiliates or any of
 the Celeron Companies.

        (i) Purchase for Investment. Purchaser is acquiring the Shares solely
 for its own account as an investment and not with a view to any distribution or
 resale thereof within the meaning of such terms under the Securities Act of
 1933, as amended. Neither Purchaser nor Plains, nor any of their respect
 Affiliates, will effect any disposition of the Shares in violation of United
 States Federal or any state securities or similar laws or in a manner which
 could subject Seller or any of its Affiliates (including Goodyear) or any of
 their respective directors, officers, employees or agents to any liability or
 sanction under any law.

        (j) Brokers. No broker, agent, finder or investment banker is entitled
 to receive from Seller or any Affiliate of Seller, or from any Celeron Company,
 any brokerage or finder's fee or other commission in respect of any of the
 transactions contemplated by this Agreement based on any agreement, arrangement
 or understanding made by or on behalf of Purchaser and/or Plains.

        (k) No Adverse Information. At the date of this Agreement neither
 Purchaser nor Plains has, and except as may be specified by Purchaser or Plains
 in a written notice delivered to Seller prior to the Closing, neither Purchaser
 nor Plains will, at the Effective Time, have, no knowledge of any material
 breach by Seller of its covenants, agreements or representations and warranties
 contained in this Agreement or any Related Agreement. As used in this Section
 3.2(g), Purchaser and/or Plains shall be deemed to have knowledge of a material
 breach if Greg L. Armstrong, Harry N. Pefanis or Troy Valenzuela have knowledge
 of facts or circumstances that would constitute the basis for such material
 breach.

        (l) Certain Regulations. Neither Purchaser nor Plains, nor any of their
 respective Subsidiaries or Affiliates, is a non-resident alien or foreign
 corporation (as those terms are defined in the Code). Neither Purchaser nor
 Plains, nor any of their respective Subsidiaries or Affiliates is a "public-
 utility company" or a "holding company", or a "Subsidiary Company" of a
 "holding company", or an "affiliate" of a "holding company" within the meaning
 of the Public Utility Holding Company Act of 1935, as amended, or is otherwise
 subject to regulation under or the restrictions of such act. Neither Purchaser
 nor Plains, nor any of their respective 

                                       33
<PAGE>
 
 Subsidiaries or Affiliates is an "investment company" or a company "controlled"
 by an "investment company" within the meaning of the Investment Company Act of
 1940, as amended, or is otherwise subject to regulation under or the
 restrictions of such act.

        (m) Other Matters. The capital structure of Purchaser is as set forth at
 Part M of Schedule 3.2 to this Agreement, the Purchaser has all financial
 resources necessary to perform its obligations under, and to complete the
 transactions contemplated by, this Agreement; except as set forth at Part M of
 Schedule 3.2 to this Agreement, the Purchaser has no obligations, commitments
 or liabilities, other than pursuant to this Agreement.

  SECTION 3.3  SPECIAL REPRESENTATIONS OF PURCHASER AND PLAINS.

        (a) Access to Information; Acknowledgement of Disclaimers. Each of
 Purchaser and Plains acknowledges that, prior to the execution of this
 Agreement, it has been afforded the opportunity to inspect the businesses and
 assets of the Celeron Companies and has been afforded access to all information
 relating to the Celeron Companies and their businesses and assets in the
 possession of the Celeron Companies or Seller. Each of Purchaser and Plains
 further acknowledges that, except as expressly provided in Article III, Seller
 and Goodyear and their respective officers, directors, employees,
 representatives and agents have made no (and Seller, Goodyear and their
 respective officers, directors, employes, representatives and agents hereby
 disclaim any) representation or warranties as to the accuracy or completeness
 of such information, as to rights and titles of the Celeron Companies to, or
 the condition of, any of the Celeron Assets, any of the Celeron Rights-of-Way,
 any Celeron Leased Property, or any of their other properties, assets, rights
 or interests, or as to any other information, data or other materials (written
 or oral) furnished to Purchaser or Plains or any of their respective
 Affiliates, or any of their respective employees, representatives or agents, by
 or on behalf of Seller or Goodyear.

        (b) Celeron Assets etc. As-Is, With All Faults. Seller will sell the
Shares on the basis that the Celeron Assets, the Celeron Rights-of-Way, the
Linefill, the Celeron Leased Property and the Current Assets are as-is, where-is
and with all faults. Except as expressly set forth in Section 3.1 of this
Agreement: (i) neither Seller nor any Affiliate of Seller has made or makes any
representation or express or implied warranties of any nature whatsoever with
respect to the Celeron Assets or the Current Assets, the Celeron Rights-of-Way,
the other assets or any other properties, rights, interests (including the
Celeron Leased Property), liabilities or obligations of the Celeron Companies;
and (ii) neither Seller nor any Affiliate of Seller has made or makes any
warranty or representations, express or implied, as to the accuracy or
completeness of any data, information or materials heretofore or hereafter
furnished to Purchaser and/or Plains in connection with the purchase of the
Shares and that any reliance thereon shall be at the sole risk of Purchaser and
Plains. Each of Purchaser and Plains expressly waives the benefits and
provisions of any applicable commercial or consumer protective statutes as and
to the extent that such provisions relate to the Shares or to the portions of
the Celeron Assets, Celeron Rights-of-Way or other properties and assets (and,
if applicable, Liabilities and obligations) of the Celeron Companies located
within each jurisdiction.

                                       34
<PAGE>
 
                                  ARTICLE IV

                CERTAIN OBLIGATIONS OF PARTIES PRIOR TO CLOSING

        SECTION 4.1 CONSENTS. Purchaser, Plains and Seller will each use
 reasonable efforts in good faith to obtain, prior to the Closing Date, any
 consent or approval of any Person required for the consummation of the
 transactions contemplated by this Agreement; provided, however, that neither
 Purchaser nor Plains, on the one hand, nor Seller, on the other hand, shall be
 required or have any obligation to (i) pay or otherwise provide any
 consideration, or to incur any cost or expense (other than costs incident to
 the making of necessary requests and responding to requests and inquiries, such
 as postage, telephone, preparation of documents and the like) or any
 contractual obligation, to obtain any such consent or approval, or (ii) make
 any concession or agreement that could reasonably be expected to materially and
 adversely affect the financial condition, business or operations of Plains,
 Seller or any of the Celeron Companies.

        SECTION 4.2 CONDUCT OF CELERON OPERATIONS. Except as otherwise
contemplated in this Agreement, Seller will not, prior to the Closing, permit,
without the written consent of Purchaser, any Celeron Company to:

     (a)  increase the rate or form of compensation payable to any employee or
     increase any employee benefits, except increases in compensation and
     benefit changes made in the ordinary course of business or in accordance
     with established policies or past practice;

     (b)  dispose of (without replacing) any Celeron Asset (other than Inventory
     or Linefill disposed of in the ordinary course of business for which fair
     value is received);

     (c)  amend its Articles or Certificate of Incorporation or By-laws other
     than in connection with the declaration and payments of Dividends or
     Capital Distributions;

     (d)  create, incur, assume, guarantee or otherwise become liable or
     obligated with respect to any indebtedness for monies borrowed, other than
     Permitted Debt, or obligations for the deferred purchase price of property
     (other than (i) obligations to pay for property purchased on open account
     under the vendor's then generally offered terms of sale and (ii) purchases
     of goods and services under existing contracts) owed to any Person (other
     than to Goodyear or any of its Subsidiaries), or make any loan or advance
     to, or any investment in, any Person;

     (e)  file any motions, orders, briefs, settlement agreements or other
     papers in any proceeding before any court or any Governmental Body or any
     arbitrators, except with respect to pending proceedings where positions
     advanced are substantially consistent with previous positions or where the
     failure to so file might, in the opinion of counsel to the Celeron
     Companies, Seller or Goodyear, prejudice a favorable outcome in any such
     proceeding;

                                       35
<PAGE>
 
     (f)  issue any securities relating to its capital stock; grant, or enter
     into any agreement to grant, any options, convertibility rights, other
     rights, warrants, calls or agreements relating to its capital stock;

     (g)  maintain its books of account other than in the usual, regular and
     ordinary manner in accordance with the Celeron Accounting Practices
     consistent with the principles, procedures and assumptions used in the
     preparation of the Statement of Net Assets Sold or make any change in the
     Celeron Accounting Practices or in any of its other accounting methods or
     practices;

     (h)  enter into any consulting agreement with any Person which cannot be
     terminated within 90 days by the Celeron Company that is a party thereto
     without further payment of any kind, including any severance or termination
     payment (other than as may arise by operation of law) or which provides for
     compensation to such Person in excess of $100,000 during such 90 day
     period;

     (i)  enter into any contract or other obligation (i) for the purchase and
     sale of crude oil for any period ending after July 31, 1998, or (ii) for
     the purchase of goods or services from any Person which expires or
     terminates after June 30, 1998 requiring the expenditure of more than
     $500,000;

     (j)   surrender without adequate consideration any Celeron Asset to any
     Person other than the payment of a Dividend or in connection with the
     making of a Capital Distribution permitted by Subsection (l) of this
     Section 4.2;

     (k)  make, or commit to make, capital expenditures exceeding an aggregate
     of $500,000, other than for (i) Expenditures for Capital Projects, (ii)
     expenditures necessary to comply with the requirements of any applicable
     law or the rules, regulations or orders of any Governmental Body (and of
     which expenditures, to the extent such expenditures exceed $100,000 in the
     aggregate, Purchaser and Plains will be apprised, but without any
     requirement to obtain the approval of Purchaser or Plains or to so apprise
     Purchaser or Plains prior to making such expenditures), or (iii)
     expenditures for emergency repairs (and of which expenditures, to the
     extent such expenditures exceed $100,000 in the aggregate, Purchaser and
     Plains will be apprised, but without any requirement to obtain the approval
     of Purchaser or Plains or to apprise Purchaser or Plains of such emergency
     repair prior to making such expenditures);

     (l)  issue, sell, purchase or redeem any shares of its capital stock;
     subdivide or in any way reclassify its capital stock; pay Dividends or make
     any Capital Distributions in excess of an aggregate of $25,104,000;

     (m)  other than the issuance or guarantee of Permitted Debt, issue or
     become obligated with respect to any notes, debentures, bonds or other debt
     securities by any Celeron Company or as the guarantor of the debt or
     contractual obligation of any other Person 

                                       36
<PAGE>
 
     (other than another Celeron Company); or

     (n)  incur, pay, discharge, settle or otherwise satisfy any claims,
     liabilities or expenses which exceed $500,000 in the aggregate other than
     Ordinary Course Liabilities.

     (o)  make any binding contractual commitment to take any action prohibited
     by this Section 4.2.

 Any breach of Subsections (a) through (m), inclusive, or Subsection (o) of this
 Section 4.2 shall constitute a breach of the covenant set forth therein
 notwithstanding that the Liability resulting from such breach is an Ordinary
 Course Liability.

        SECTION 4.3 MAINTAIN ASSETS. Prior to the Closing Date, Seller shall
 cause the Celeron Companies to operate the All American System and the SJV
 System and maintain the Celeron Assets and the Pipeline Rights-of-Way in
 accordance with past practices and to use reasonable efforts to preserve the
 goodwill of its suppliers, employees and customers.

        SECTION 4.4   HSR ACT AND OTHER GOVERNMENTAL FILINGS.

        (a) Seller and Purchaser will each promptly file, or cause to be filed,
 a Notification and Report under the HSR Act relating to the purchase and sale
 of the Celeron Companies contemplated by this Agreement with the United States
 Department of Justice and the Federal Trade Commission and promptly respond to
 governmental requests or inquiries.

        (b) Seller will promptly make, or cause to be made, any filings required
 to be made by Seller or the Celeron Companies in connection with the purchase
 and sale of the Celeron Companies contemplated by this Agreement under any
 other applicable law or regulation, and will promptly respond to any
 governmental requests or inquiries relating to such filings to the extent it is
 required to do so.

        (c) Purchaser and Plains will each promptly make any filings required to
 be made by Purchaser and/or Plains in order to complete the purchase and sale
 of the Celeron Companies contemplated by this Agreement under any other
 applicable law or regulation, and will promptly respond to any governmental
 requests or inquiries relating to such filings to the extent it is required to
 do so.

        SECTION 4.5 EMPLOYEE RELATIONS MATTERS. At the date hereof and at all
 times prior to the Closing Date, each Person employed by the Celeron Companies
 is and will be an "employee" of Cel Corp. Pursuant to the Service Agreements,
 Cel Corp provides various services to the Celeron Companies, including
 employment services. The Persons employed by the Celeron Companies in their
 operations (each an employee of Cel Corp) at March 15, 1998 are listed at
 Appendix F to this Agreement. At the Effective Time, each of the Persons listed
 at Appendix F will cease to be an "employee" of Cel Corp and will become an
 "employee" of one of the Celeron Companies. The covenants, agreements,
 representations and warranties of

                                       37
<PAGE>
 
 Seller, Purchaser, Plains, Cel Corp and the Celeron Companies relating to
 benefit plans, ERISA compliance and other employee relations matters are set
 forth in the Employee Agreement.

        SECTION 4.6 RIGHT TO INVESTIGATE. After the date hereof, Seller shall
 afford to representatives of Purchaser and Plains, and representatives of ING
 (U.S.) Capital Corporation reasonable access, during normal working hours, to
 the Celeron Assets, the Pipeline Rights-of-Way, the offices and other locations
 of the Celeron Companies, the Records and any other books and records of the
 Celeron Companies (which Purchaser may copy at its own expense), and shall be
 entitled during regular business hours and on a reasonable basis to communicate
 with the employees of the Celeron Companies and with the appropriate
 representatives of Price Waterhouse LLP, the independent accountants for Seller
 and each of the Celeron Companies, and the appropriate representatives of ENSR,
 to the extent such access is available to Seller (or to Goodyear) and relates
 to the Celeron Companies or the Celeron Assets or the Pipeline Rights-of-Way,
 in order that Purchaser and/or Plains may have an opportunity to make such
 investigations as it may reasonably desire of the assets, liabilities,
 businesses, operations and affairs of the Celeron Companies. In the event of
 termination of this Agreement prior to the consummation of the purchase and
 sale of the Shares as contemplated hereby, Purchaser and Plains shall deliver
 to Seller all documents, work papers and other materials obtained by Purchaser
 or Plains, or on behalf of Purchaser or Plains, from the Celeron Companies,
 Seller or any Affiliate of Seller and from Price Waterhouse LLP, ENSR, or any
 consultant or legal, financial or other advisor to or for Seller, Goodyear, any
 Celeron Company or any other Affiliate of Seller, together with any and all
 copies thereof so obtained or made on behalf of Purchaser and/or Plains,
 whether so obtained or made before or after the execution of this Agreement,
 and shall not disclose to any third party or itself use, directly or
 indirectly, or through any Affiliate, any information so obtained or otherwise
 obtained in connection herewith, and, except or as required by a court order or
 by law, shall keep all such information confidential, except for such
 information lawfully obtained from others and except to the extent that such
 information is then in the public domain (provided that neither Purchaser nor
 Plains was responsible for such information entering the public domain without
 the consent of Seller or Goodyear) or becomes publicly known without a breach
 of confidentiality.

        SECTION 4.7 SATISFACTION OF CONDITIONS. (a) Seller shall use reasonable
 efforts in good faith to cause all conditions precedent to Purchaser's
 obligations hereunder to be satisfied on or before the Closing Date; provided,
 however, that Seller shall not be required to (i) take any action to satisfy,
 or otherwise with respect to, the conditions precedent set forth at Section
 6.1(c) or Section 6.1(e) of this Agreement, (ii) to take any action to satisfy,
 or otherwise with respect to, the conditions precedent set forth at Section
 6.1(h) or Section 6.1(i) of this Agreement, except to the extent provided at
 Sections 4.1 and 4.4 of this Agreement, or (iii) to take any action that is not
 required to be taken by this Agreement.

        (b) Each of Purchaser and Plains shall use reasonable efforts in good
 faith to cause all conditions precedent to the obligations of Seller hereunder
 to be satisfied on or before the Closing Date.

                                       38
<PAGE>
 
        (c) From the date of this Agreement to the Closing Date, Seller will
 promptly notify Purchaser and Plains of the occurrence of any event or the
 existence of any fact or circumstance of which it has actual knowledge that
 could reasonably be expected to cause any of the conditions in Section 6.1 of
 this Agreement not to be satisfied by September 30, 1998.

        (d) From the date of the Agreement to the Closing Date, Purchaser and
 Plains will each promptly notify Seller of the occurrence of any event or the
 existence of any fact or circumstance of which either of them has actual
 knowledge that could reasonably be expected to cause any of the conditions in
 Section 6.2 of the Agreement not to be satisfied by September 30, 1998.

        SECTION 4.8 CONSULTATION WITH PURCHASER. From the date of this Agreement
 through the Closing Date, Seller shall cause each of the Celeron Companies to
 consult with Purchaser prior to entering into, amending or terminating any
 material Contract, Lease or other agreement having effect more than one year
 after the Closing Date, or amending or terminating any material provision of
 any tariff filed with the FERC or the Cal PUC, and to obtain Purchaser's
 consent to take such action, which consent shall not be unreasonably withheld;
 provided, however, that the matters described in Schedule 4.8 have been
 approved by Purchaser. Any breach of this Section 4.8 shall constitute a breach
 of the covenants set forth in this Section 4.8 notwithstanding that the
 Liability resulting from such breach is an Ordinary Course Liability.

        SECTION 4.9 RELATED AGREEMENTS. At or prior to the Closing, Purchaser
 and Seller will enter into, and, if applicable, cause their respective
 Subsidiaries and Affiliates to enter into, each of the Related Agreements.
 Plains agrees that it will enter into and be a party to the Tax Agreement, the
 Employee Agreement and the Indemnification Adoption Agreement.


                                   ARTICLE V

                      ADDITIONAL COVENANTS AND AGREEMENTS

        SECTION 5.1 TAX MATTERS; SECTION 338(h)(10) ELECTION. The obligations of
 Seller and Purchaser and Plains with respect to certain Tax matters are set
 forth in the Tax Agreement, the form of which is set forth at Exhibit P to this
 Agreement. As provided for in the form of Tax Agreement, Seller and Purchaser
 and Plains shall make, or cause to be made by their respective Affiliated
 Groups, a joint election under Sections 338(h)(10) of the Code and a similar
 election under all applicable state income tax laws for each of the Celeron
 Companies with respect to the sale of the Shares by Seller to Purchaser, and
 the purchase of the Shares by Purchaser from Seller, as contemplated herein
 (collectively herein, the "Section 338(h)(10) Elections"). The Purchase Price
 shall be allocated among the assets of the Celeron Companies as provided at
 Exhibit J.

        SECTION 5.2  PUBLICITY.  For a period of one year after the date of this
 Agreement, Seller and Purchaser and Plains shall consult and coordinate, and
 shall cause their respective 

                                       39
<PAGE>
 
 Affiliates to consult and coordinate, with each other with respect to any press
 release or other publicity or announcement concerning this Agreement or any of
 the transactions contemplated hereunder or under the Related Agreements by
 Seller or Purchaser and Plains or any of their respective Affiliates, except
 that such consultation and coordination shall not be required with respect to
 such announcements or filings as may be required by applicable law or the
 applicable rules or regulations of any Governmental Body or securities
 exchange.

        SECTION 5.3 CONFIDENTIALITY. Unless prior to the Closing this Agreement
 is terminated in accordance with Section 9.2 of this Agreement, Seller shall,
 for a period of one year after the Closing, keep confidential and not disclose
 to any Person (other than its employees, attorneys, accountants and advisers)
 or use (except (i) in connection with preparing Tax returns, (ii) conducting
 proceedings relating to Taxes, (iii) as may be necessary or required in
 connection with any outstanding agreement or commitment, (iv) in the conduct of
 legal proceeding, and (v) as otherwise required by applicable law) any non-
 public information relating to the Celeron Companies. Prior to the Closing, the
 provisions of that certain letter Confidentiality Agreement dated June 19, 1997
 between Purchaser and Goodyear shall remain in full force and effect. Prior to
 the Closing, and for a period of one year after the Closing (or, if this
 Agreement is terminated prior to the Closing, for a period of five years after
 the termination of this Agreement), neither Purchaser nor any of its
 Affiliates, nor any of their respective directors, officers, employees, agents
 or advisors, shall disclose or provide any information concerning this
 Agreement or any provision hereof or any aspect of the transactions
 contemplated hereby to any Person other than their respective officers,
 employees and representatives and any other Person to whom disclosure is
 required by law, without the prior written consent of Seller. Purchaser and
 Plains agree that, if this Agreement is terminated prior to the Closing for any
 reason whatsoever, Purchaser and Plains shall promptly deliver to Seller all
 information and data furnished or made available to Purchaser and Plains, their
 respective Affiliates and their respective officers, employees, representatives
 and agents in connection with Purchaser's investigation of the Celeron
 Companies and Purchaser agrees not to retain any copies thereof in such event.
 This Section 5.3 shall not be violated by any disclosure by Plains or Purchaser
 pursuant to court order or as otherwise required by any applicable law or the
 applicable law or the applicable rules or regulations of any Governmental Body
 or securities exchange.

        SECTION 5.4 BUSINESS RECORDS. On the Closing Date, the Celeron Companies
 shall retain possession of all of the Records and any other of their business
 records, and after the Closing Date Seller shall deliver or cause to be
 delivered to Purchaser (or its designee) all Records of the Celeron Companies
 in the possession of Seller or its Affiliates; provided, however, that Seller
 and its Affiliates may retain possession of all files, records or
 correspondence with respect to Taxes or other obligations which Seller or any
 of its Affiliates may have continuing obligations or which are required by
 Seller or any of its Affiliates in connection with the filing of Tax returns,
 it being understood that all of the foregoing materials, regardless of whether
 transferred to Purchaser or retained by Seller, shall be retained by the party
 having possession of same for not less than five years from the date hereof and
 during that time shall be made available to the other party hereto for
 inspection or copying as reasonably requested during normal working hours. At
 the end of such five year period, such Records or

                                       40
<PAGE>
 
 other documents may be disposed of by the party having possession thereof if
 such party first offers to surrender possession thereof to the other party at
 the expense of such other party.

        SECTION 5.5 ACCOUNTS RECEIVABLE. On the Settlement Date, Purchaser will
 cause the Celeron Companies to assign to Seller (or such other Person as Seller
 may designate to Purchaser in writing) the outstanding balance of any accounts
 receivable included in the Closing Date Statement that remain unpaid at the
 Settlement Date (the "Transferred Receivables") and Seller shall pay to
 Purchaser the aggregate amount of such unpaid balance at the amount at which
 they were included in the gross amount (determined without offsets or netting)
 of Accounts Receivable reported in Closing Date Statement. Purchaser or Plains
 will immediately remit in cash to Seller all amounts received by the Celeron
 Companies or Purchaser or Plains (whether in cash, crude oil or other property)
 from and after the Settlement Date in respect of the Transferred Receivables.

        SECTION 5.6 CORPORATE NAMES AND TRADEMARKS. Notwithstanding any
 inference of ownership rights of the Celeron Companies or any prior course of
 conduct, in no event shall Purchaser, or any Affiliate or Subsidiary of
 Purchaser (including the Celeron Companies after the Closing) or any other
 Person acquire or have any right to use any other right, title or interest in
 or to the corporate name of Seller, Goodyear or any of Goodyear's other
 Subsidiaries or Affiliates in any jurisdiction, or acquire any right or
 interest in or to any trademark, trade name, service mark or copyright, or any
 application or registration therefor owned, licensed or used by the Celeron
 Companies which includes in any form the word "Goodyear" or the "Winged Foot
 Design", the word "Wingfoot" or any combination of any of them, or any other
 identification that suggests, simulates or is confusing by similarity to the
 corporate name of Seller, Goodyear or any other Goodyear Subsidiary or other
 Affiliate, the "Winged Foot Design", the word "Wingfoot" or any combination of
 any of them.

        SECTION 5.7 RELEASE OF ENVIRONMENTAL CLAIMS. Purchaser and Plains
 severally hereby release and forever discharge Seller and its Affiliates
 (including Goodyear) from all claims for Loss which Plains, Purchaser or any of
 their respective Subsidiaries and other Affiliates (including the Celeron
 Companies), or any successors or assigns of Plains, Purchaser or any of their
 respective Affiliates may have or assert against Seller or any of its
 Affiliates (including Goodyear) under any Environmental Law or pursuant to this
 Agreement, resulting from any act or omission of the Celeron Companies or in
 respect of any Celeron Asset, any Celeron Right-of-Way, any Celeron Leased
 Property, any Linefill, any Current Asset or any other property owned or used
 by any Celeron Company, or in respect of any substance transported from any
 Celeron Asset, any Celeron Right-of-Way, any Celeron Leased Property or other
 property owned or controlled by the Celeron Companies or discharged, emitted or
 emanating therefrom, except as and to the extent expressly provided to the
 contrary in Section 8.3 of this Agreement.

        SECTION 5.8 CELERON INDEBTEDNESS. At or prior to the Closing, Seller
 shall cause all Prior Debt to be repaid, with the effect that immediately prior
 to the Effective Time the aggregate indebtedness of the Celeron Companies for
 money borrowed shall not exceed the maximum aggregate principal amount of
 Permitted Debt, plus accrued interest thereon.

                                       41
<PAGE>
 
        SECTION 5.9 ASSUMPTION OF GUARANTY AGREEMENTS AND LETTERS OF CREDIT.
 Appendix E to this Agreement lists guaranty agreements executed and delivered
 by Goodyear to counterparties to crude oil purchase and sale contracts with
 CT&T and CGC and certain letters of credit issued by banks at the request of
 Goodyear in respect of certain transactions engaged by the Celeron Companies.
 Purchaser and Plains understand and agree that at or prior to the Effective
 Time Goodyear will terminate (to the extent permitted by the terms thereof)
 such Guaranty Agreements. Purchaser agrees to assume all obligations of
 Goodyear under said Guaranty Agreements and in respect of such letters of
 credit (except with respect to obligations of the Celeron Companies which were
 due and payable prior to the Effective Time and were not included as accounts
 payable or other current liabilities on the Closing Date Statement) pursuant to
 the terms of the Guaranty Assumption Agreement.

        SECTION 5.10   TERMINATION OF CERTAIN AGREEMENTS.   Purchaser and Plains
understand and agree that Seller shall cause Cel Corp and the Celeron Companies
to terminate the Service Agreements, which terminations shall be effective
immediately prior to the Effective Time; provided, however, that such
terminations shall not affect the obligation of the Celeron Companies with
respect to the payment of amounts earned by Cel Corp for services rendered prior
to the Closing but not paid.  In addition, Plains, Purchaser and Seller hereby
agree that any other agreement (excluding this Agreement and the Related
Agreements) or understanding, whether written or oral, between Cel Corp, on the
one hand, and any one or more of the Celeron Companies, on the other hand, shall
automatically terminate at the Effective Time, except to the extent that payment
has not been made to Cel Corp for services rendered prior to the Closing.

        SECTION 5.11 TRANSFERRED ASSETS AND LIABILITIES. Purchaser and Plains
each acknowledge that neither Purchaser nor Plains, nor any of their respective
Affiliates, nor any of the Celeron Companies has any interest in any Transferred
Assets. Seller acknowledges that neither Plains nor Purchaser, nor any of their
respective Affiliates, nor any of the Celeron Companies shall have any liability
or obligation in respect of the Transferred Liabilities.

                                  ARTICLE VI

                        CONDITIONS PRECEDENT TO CLOSING

        SECTION 6.1 CONDITIONS PRECEDENT TO OBLIGATIONS OF PURCHASER. The
 obligations of Purchaser under this Agreement are subject to, and shall be
 conditioned upon, the satisfaction (or waiver in writing by Purchaser) at or
 prior to the Closing, of each of the following conditions:

        (a) Representations and Warranties Correct. Each representation and
 warranty of Seller made in this Agreement, in any Annex, Appendix, Exhibit or
 Schedule to this Agreement, or in any Related Agreement or instrument delivered
 by Seller pursuant to the terms and 

                                       42
<PAGE>
 
 conditions of this Agreement shall be true and correct in all material respects
 on and as of the Closing Date with the same force and effect as though made on
 and as of the Closing Date.

        (b) Covenants Performed. Seller shall have performed, satisfied and
 complied with all covenants, agreements and conditions required to be performed
 or complied with by it on or before the Closing Date pursuant to this Agreement
 or any Related Agreement, document or instrument delivered by Seller in
 connection with this Agreement.

        (c) No Material Changes. During the period beginning on the date of this
 Agreement and ending at the Effective Time: (i) there shall have occurred no
 material losses or damages to the Celeron Assets, whether or not insured, which
 would materially and adversely affect the operations of the All American System
 and the SJV System, taken as a whole; (ii) no Exxon Event shall have occurred;
 (iii) there shall have occurred no strike, work stoppage or labor dispute which
 could materially and adversely affect the financial condition, businesses or
 operations of the Celeron Companies, taken as a whole; (iv) except as listed at
 Schedule 3.1, no Lien, other than a Permitted Lien, or encumbrance, other than
 a Permitted Encumbrance, shall have been incurred in respect of or imposed on
 any Celeron Asset; or (v) there shall not have been sold or otherwise
 transferred any real or tangible personal property (other than Rejected Assets)
 owned by the Celeron Companies, other than in the ordinary course of business.

        (d) Opinion of Counsel. Purchaser shall have received an opinion from
 counsel to the Seller, dated the Closing Date, in substantially the form of
 Exhibit K to this Agreement.

        (e) Absence of Litigation. No action, suit, investigation or other
 proceeding or claim before any court or any government or governmental body,
 authority or instrumentality shall have been instituted or threatened on or
 before the Closing Date either (i) to restrain, prohibit or invalidate any
 transaction contemplated by this Agreement, (ii) to impose any restrictions,
 limitations, conditions or other burdens with respect to the transaction
 contemplated by this Agreement on Purchaser or any of the Celeron Companies, or
 (iii) to obtain damages or other relief from Purchaser or any of its Affiliates
 in connection with the transactions contemplated by this Agreement.

        (f) Officers' Certificate.  Seller shall have delivered to Purchaser a
 certificate, dated the Closing Date, signed by the President or any Vice
 President of Seller and by the President and the Vice President, Treasurer and
 Comptroller of AAPL, in substantially the form of Exhibit M to this Agreement.

        (g) Resignations. Seller shall have delivered to Purchaser, except as
 otherwise requested by Purchaser, the written resignations of all directors and
 officers of each of the Celeron Companies effective as of the Closing Date.

        (h) Governmental Approvals. All Governmental Approvals and other
 requirements of Governmental Bodies which, in the opinion of counsel for
 Purchaser, are necessary in order to consummate the transactions contemplated
 hereby shall have been made, obtained or satisfied on terms reasonably
 satisfactory to Purchaser. No action shall have been instituted or threatened
 by 

                                       43
<PAGE>
 
 any Governmental Body to prevent the consummation of the transactions herein
 contemplated. The waiting period under the HSR Act (including any extension
 there) shall have expired or been terminated and any and all necessary
 approvals of the FERC and the Cal PUC shall have been received.

        (i) Contract Consents. All consents, approvals and authorizations from
 any Person required as a result of the execution and delivery of this Agreement
 or any Related Agreement, or the consummation of the transactions contemplated
 herein or therein, shall have been obtained on terms reasonably (and consistent
 with Section 4.1 of this Agreement) acceptable to Purchaser, other than
 consents, approvals and authorizations that, if not obtained, would not have a
 material and adverse affect on the financial condition, business or operations
 of the Celeron Companies taken as a whole.

        The foregoing conditions of this Section 6.1 are for the sole benefit of
 Purchaser and may be asserted by Purchaser or may be waived by Purchaser in
 whole or in part in the sole discretion of Purchaser.

        SECTION 6.2 CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER. The
 obligation of Seller under this Agreement are subject to, and shall be
 conditioned upon, the satisfaction (or the waiver in writing by Seller) at or
 prior to the Closing, of each of the following conditions:

        (a) Representations and Warranties Correct. Each representation and
 warranty of Purchaser and/or Plains made in this Agreement, in any Annex,
 Appendix, Exhibit or Schedule to this Agreement, or in any Related Agreement or
 related document or instrument delivered by Purchaser and/or by Plains pursuant
 to this Agreement shall be true and correct in all material respects as of the
 date of this Agreement and as of the Closing Date with the same force and
 effect as though made on and as of the Closing Date.

        (b) Covenants Performed.  Purchaser and Plains shall have performed and
 satisfied, or caused to be performed and satisfied, all covenants and
 conditions required to be performed and satisfied on or prior to the Closing
 Date pursuant to this Agreement and any Related Agreement, document or
 instrument executed and delivered in connection with this Agreement.

        (c) Opinion of Counsel. Seller shall have received the opinion of
 counsel to the Purchaser and Plains, dated the Closing Date, in substantially
 the form of Exhibit L to this Agreement.

        (d) Absence of Litigation. No action, suit, investigation or other
 proceeding or claim before any court or Governmental Body shall have been
 instituted or threatened on or before the Closing Date either (i) to restrain,
 prohibit or invalidate any of the transactions contemplated by this Agreement,
 (ii) to impose any restrictions, limitations, conditions or other burdens with
 respect to any of the transactions contemplated by this Agreement on Seller or
 any Affiliate of Seller, (iii) to obtain damages or other relief from or in
 respect of Seller or any Affiliate of Seller in connection with the
 transactions contemplated by this Agreement.

                                       44
<PAGE>
 
        (e) Officers' Certificate. Each of Purchaser and Plains shall have
 delivered to Seller a certificate, each dated the Closing Date and signed by
 their respective Chief Executive Officer and by the Chief Financial Officer,
 and by all other necessary signatories, substantially in the forms,
 appropriately completed, of Part I (Purchaser) and Part II (Plains) of Exhibit
 N to this Agreement.

        (f) Governmental Approvals. All Governmental Approvals and other
 requirements of Governmental Bodies which, in the opinion of counsel for
 Seller, are necessary in order to consummate the transactions contemplated
 hereby shall have been made, obtained or satisfied on terms reasonably
 satisfactory to Seller. No action shall have been instituted or threatened by
 any Governmental Body to prevent the consummation of the transactions herein
 contemplated. The waiting period under the HSR Act (including any extension
 thereof) shall have expired or been terminated and any and all necessary
 approvals of the FERC and the Cal PUC shall have been received.

        (g) Consents. All consents, approvals and authorizations required from
 any Person as a result of the execution and delivery of this Agreement or any
 Related Agreement, or the consummation of the transactions contemplated herein
 or therein, shall have been obtained on terms reasonably (and consistent with
 Section 4.1 of this Agreement) acceptable to Seller, other than consents,
 approvals and authorizations that, if not obtained, would not have a material
 and adverse affect on the financial condition, business or operations of the
 Celeron Companies taken as a whole. Purchaser and Plains agree and understand
 that the failure to obtain any and all such consents, approvals and
 authorizations because they are not material to the financial condition,
 business or operations of the Celeron Companies shall not form the basis of any
 Loss for Purchaser, Plains or the Celeron Companies.

        (h) Certain Adverse Events. There shall have occurred no event described
 at Subsection (c)(i) or (c)(ii) of Section 6.1 of this Agreement.

        The foregoing conditions of this Section 6.2 are for the sole benefit of
 Seller and may be asserted by Seller or may be waived by Seller in whole or in
 part in the sole discretion of Seller.


                                  ARTICLE VII

                                  THE CLOSING

        SECTION 7.1 TIME AND PLACE OF CLOSING. The transfer of the Shares by
 Seller to Purchaser (the "Closing") shall take place at 1144 East Market
 Street, Akron, Ohio 44316-0001, on April 30, 1998, or, if all of the conditions
 set forth at Sections 6.1 and 6.2 have not been satisfied or waived on or prior
 to April 30, 1998, on the fifth business day after such conditions have been
 satisfied or waived, but in no event later than September 30, 1998. The date on
 which the Closing occurs is referred to in this Agreement as the "Closing
 Date". The Closing Date may be changed only by the mutual agreement of
 Purchaser and Seller.

                                       45
<PAGE>
 
        SECTION 7.2 SELLER'S DELIVERIES AT CLOSING. At the Closing, Seller shall
 deliver or cause to be delivered to Purchaser against delivery of the items
 specified in Section 7.3:

        (a) Certificates representing the Shares registered in the name of
     Seller, duly endorsed by Seller for transfer, and the certificate
     representing the CGC Shares (except that the CGC Shares shall not be
     endorsed for transfer, but shall remain issued in the name of AAPL);

        (b) The stock book or ledger, minute books and corporate seal of each of
     the Celeron Companies;

        (c) The opinion, dated the Closing Date, of counsel to Seller, as
     provided in Section 6.1;

        (d) The certificate, dated the Closing Date, of an officer of Seller, as
     provided in Section 6.1;

        (e) The written resignations (effective as of the Effective Time) of all
     the directors and officers of each of the Celeron Companies;

        (f) At least four copies of each of the Related Agreements duly executed
     by Seller and, if applicable, the Celeron Companies party thereto; and

        (g)  Certified copies of resolutions of the Board of Directors of Seller
     authorizing the execution, delivery and performance of this Agreement and
     the Related Agreements.

        SECTION 7.3 PURCHASER'S DELIVERIES AT CLOSING. At the Closing, Purchaser
 shall deliver to Seller the following against delivery of the items specified
 in Section 7.2:

        (a) An amount equal to the Closing Price, in immediately available
     funds, paid by wire transfer to the bank (located in New York City) account
     designated in writing by Seller;

        (b) The opinion, dated the Closing Date, of counsel to Purchaser and
     Plains, as provided in Section 6.2;

        (c) Certificate, dated the Closing Date, executed by an officer of
     Purchaser, as provided in Section 6.2;

        (d) At least four copies of each of the Related Agreements duly executed
     by Purchaser and each Affiliate of Purchaser (including Plains) party
     thereto;

                                       46
<PAGE>
 
        (e) Certified copies of resolutions duly adopted by the Board of
     Directors and the shareholders of Purchaser authorizing the execution,
     delivery and performance of this Agreement and the Related Agreements; and

        (f) Certified copies of resolutions duly adopted by the Board of
     Directors of Plains authorizing the execution, delivery and performance of
     this Agreement and the Related Agreements.


                                 ARTICLE VIII

                                INDEMNIFICATION

        SECTION 8.1 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Unless otherwise
 specifically set forth in this Agreement or in any of the Annexes, Appendices,
 Exhibits and Schedules to this Agreement, all representations and warranties
 contained in this Agreement or in any Annexes, Appendices, Exhibits or
 Schedules hereto shall survive the Closing Date and continue in full force and
 effect, subject to the applicable limitations contained in Section 8.2, 8.3 and
 8.4 of this Agreement. Unless otherwise specifically set forth herein or in any
 of the Annexes, Appendices, Exhibits and Schedules hereto, or in any Related
 Agreement, in the case of any breach of any representation, warranty, or
 covenant, or any breach of any covenant to be performed after the Closing Date,
 the exclusive remedy therefor shall be indemnification pursuant to this Article
 VIII of this Agreement.

        SECTION 8.2 INDEMNIFICATION. (a) Certain Definitions. (i) Losses. As
 used in this Section 8.2, "Losses" shall mean all claims, expenses,
 obligations, damages, costs, payments, liabilities, fines and penalties,
 including, without limitation, costs and expenses of litigation (including
 costs of investigation) and reasonable attorneys' fees, other than losses which
 were the subject matter of any Liability at the Closing and which was taken
 into consideration in determining the Purchase Price. Losses shall not include:
 (i) the loss of profits or anticipated profits; (ii) any cost or expense paid
 or incurred by Purchaser or Plains, or any of their respective Affiliates, on
 the one hand, or Seller or any Affiliate (including Goodyear) of Seller, on the
 other hand, at or prior to the Effective Time or in connection with the
 preparation, negotiation, execution or delivery of this Agreement or the
 consummation of the transactions contemplated hereby; (iii) indirect,
 incidental, consequential or punitive damages suffered or incurred by any of
 the Celeron Companies or by Purchaser, Plains, Seller, or any of their
 respective Affiliates, as the case may be; or (iv) the costs of defending or
 payment of damages or settlement of any actions brought by a shareholder,
 debtholder or other interest holder of Purchaser, Plains, or any of their
 respective successors or assigns or Affiliates, against Purchaser, Plains or
 any of their respective Affiliates or a shareholder, debtholder or other
 interest holder of Seller or any Affiliate of Seller against Seller or any
 Affiliate of Seller. Loss shall not include any claims, expenses, obligations,
 damages, costs, payments, liabilities, fines and penalties, including, without
 limitation, costs and expenses of litigation (including costs of investigation)
 and reasonable attorneys' fees incurred by Purchaser or Plains in order to
 comply with laws which are enacted, or rules or regulations of any Governmental
 Body which are

                                       47
<PAGE>
 
 promulgated, subsequent to the date of this Agreement or, if enacted or
 promulgated on or prior to the date of this Agreement, are not effective as to,
 or do not impose any effective requirements on the Celeron Companies, the
 Celeron Assets, the Celeron Rights-or-Way, the Celeron Lease Property, the
 Linefill, the Current Assets or any other property, right or interest of the
 Celeron Companies on or prior to the date of this Agreement. Loss shall not
 include any Liability which was the basis for any adjustment to the Purchase
 Price pursuant to Section 2.3 or Section 2.4 of this Agreement.

        (ii) Other Matters. For purposes of this Article VIII: (1) A claim
 pursuant to this Article VIII by the Purchaser against the Seller or by the
 Seller against the Purchaser and/or Plains, as the case may be, is herein
 referred to as an "Indemnification Claim"; (2) the party (the Seller
 Indemnified Party or the Purchaser Indemnified Party, as the case may be)
 asserting the Indemnification Claim is herein referred to as the "Indemnified
 Party"; (3) the party (the Seller or Purchaser, as the case may be) against
 whom an Indemnification Claim is made is herein referred to as the
 "Indemnifying Party"; (4) "Seller Indemnified Party" means Seller, Goodyear and
 other Affiliates of Seller or Goodyear (other than the Celeron Companies), and
 their respective directors, officers, employees and agents; and (5) "Purchaser
 Indemnified Party" means Purchaser and its Affiliates (including Plains, but
 excluding the Celeron Companies) and their respective directors, officers,
 employees and agents.

        (b) General Indemnity by Purchaser and Plains. Each of Purchaser, Plains
 and each of the Celeron Companies (each of which shall have joint and several
 liability as an Indemnifying Party) shall indemnify, defend and hold harmless
 each Seller Indemnified Party from and against all Losses (other than Losses or
 Taxes of the nature described in Sections 8.3 and 8.4 of this Agreement or
 Losses, Taxes, liabilities or obligations expressly assumed by Seller pursuant
 to this Agreement or the Employee Agreement) that are incurred by or imposed
 upon such Seller Indemnified Party which are caused by, arise out of or are
 attributable to:

                (i) any liability or other obligation which any Seller
     Indemnified Party incurs which is caused by, arises out of or is
     attributable to (1) events which occur after the Effective Time in respect
     of the Celeron Companies or the ownership, operation, use, misuse, non-use
     or disposition (whether by the Celeron Companies or otherwise) of the
     Celeron Assets, the Celeron Rights-of-Way, the Celeron Leased Property, the
     Linefill, the Current Assets, or any other property, asset, right or
     interest of the Celeron Companies, including the All American System and
     the SJV System, after the Effective Time, or (2) any other act or omission
     by Purchaser, Plains or any Celeron Company, or by any of their respective
     directors, officers, employees or agents, in respect of the Celeron
     Companies or the Celeron Assets, the Celeron Rights-of-Way, the Celeron
     Leased Property, the Linefill, the Current Assets or any other property,
     asset, right or interest of the Celeron Companies after the Effective Time;
     or

                (ii) the non-performance or other breach of any covenant,
     agreement or other obligation pursuant to this Agreement or any Related
     Agreement, or any other agreement, document or instrument delivered to
     Seller or Goodyear pursuant to this Agreement or any Related Agreement,
     required to be performed by Purchaser, Plains or any of their 

                                       48
<PAGE>
 
     respective Affiliates (including the Celeron Companies and their respective
     successors and assigns), at or at any time subsequent to the Effective
     Time; provided, however, that Plains shall not have any (and that Purchaser
     and the Celeron Companies shall have) liability in respect of a Loss due to
     the failure to pay the Added Settlement Price or the breach or non-
     performance of any of the obligations under Section 5.9 of this Agreement
     or under the Guaranty Assumption Agreement; or

                (iii) the failure of any of the representations or warranties
     made by Purchaser or Plains, or, if applicable, any of their respective
     Affiliates, in this Agreement or any Related Agreement, or in any other
     agreement, document or instrument delivered to Seller or Goodyear pursuant
     to this Agreement or any Related Agreement, or in any certificate or other
     instrument delivered pursuant to this Agreement or any Related Agreement,
     to be true and correct on and as of the Effective Time with the same force
     and effect as though made on and as of the Effective Time; or

                (iv) any other liability or obligation incurred by any Seller
     Indemnified Party after the Effective Time arising out of or in respect of
     any of the Celeron Companies, other than (a) any Loss Seller has agreed to
     indemnify Purchaser against pursuant to the provisions of this Article VIII
     or any Related Agreement or other instrument delivered by any Seller
     Indemnified Party pursuant to this Agreement or any Related Agreement or
     (b) any such other liability or obligation arising out of any act or
     omission of any Seller Indemnified Party when acting or failing to act for
     its own account (excluding, however, acts or omissions of any Seller
     Indemnified Party in respect of the Celeron Companies taken or omitted in
     its (or his or her) capacity as a debtholder, a director or an officer of
     one or more of the Celeron Companies); or

                (v) any claim in respect of this Agreement or the transactions
     contemplated by this Agreement asserted against any Seller Indemnified
     Party by any shareholder or debtholder of Purchaser or Plains or their
     respective Affiliates.

                (vi) any claim in respect of this Agreement or the transactions
     contemplated herein asserted against any Seller Indemnified Party by any
     Person claiming through or on behalf of Purchaser or Plains or any of their
     respective Affiliates or successors or assigns or any successor or assign
     of any Celeron Company.

     (c)  General Indemnity by Seller.  Seller shall indemnify, defend and hold
 harmless each Purchaser Indemnified Party from and against all Losses (other
 than (1) Losses or Taxes of the nature described in Sections 8.3 or 8.4 of this
 Agreement, or (2) Losses, Taxes, liabilities or obligations in respect of which
 Purchaser assumes liability or responsibility pursuant to the terms and
 conditions of this Agreement or any Related Agreement) that are incurred by or
 imposed upon such Purchaser Indemnified Party which are caused by, arise out of
 or are attributable to:

                (i) the failure of any of the representations or warranties made
     by Seller in this Agreement or any Related Agreement, or in any other
     agreement, document or instrument delivered to Purchaser by Seller pursuant
     to this Agreement or any Related Agreement, or 

                                       49
<PAGE>
 
     in any certificate or other instrument delivered pursuant to this Agreement
     (other than the representations made at Section 3.1(u) of this Agreement,
     or any other representations made elsewhere in this Agreement or in any
     instrument delivered pursuant to this Agreement relating to Environmental
     Laws or to any event or condition which is of the kind or nature that is
     the subject of, or could be covered by, Section 8.3 of this Agreement) to
     be true and correct on and as of the Effective Time with the same force and
     effect as though made on and as of the Effective Time; or

                (ii) the non-performance or other breach of any covenant,
     agreement or other obligation pursuant to this Agreement or any Related
     Agreement, or any other agreement, document or instrument delivered to
     Purchaser by Seller pursuant to this Agreement or any Related Agreement,
     required to be performed by Seller at or at any time subsequent to the
     Effective Time; or

                (iii) any claim in respect of this Agreement or the transactions
     contemplated by this Agreement asserted against any Purchaser Indemnified
     Party by any shareholder or debtholder of Seller or any Affiliate of
     Seller.

     (d) Duration of Indemnification Obligations. The indemnification provisions
 contained in this Section 8.2 shall remain in effect without limitation as to
 time; provided, however, that, notwithstanding the foregoing Seller shall not
 have any liability to any Purchaser Indemnified Party under any provision of
 this Agreement, including specifically, and without limitation, Subsection (c)
 of this Section 8.2 of this Agreement, after the second anniversary of the
 Effective Time with respect to any Loss (except with respect to Losses arising
 from the inaccuracy of representations made at Sections 3.1(a), 3.1(b), 3.1(c),
 3.1(d) and 3.1(e) of this Agreement and except as expressly provided to the
 contrary in Sections 8.3 and 8.4 of this Agreement); provided further, however,
 that the obligation of Seller shall not terminate at the time provided above
 if, prior to such time, such Loss shall have occurred, or shall have been
 specifically identified and alleged to have occurred, and a notice of claim
 relating to such Loss specifying in reasonable detail the nature thereof shall
 have been given to Seller in accordance with Subsection (g) of this Section
 8.2. No claim pursuant to subsection (b) or (c) of this Section 8.2 shall be
 made in respect of any Loss in respect of Taxes, any Environmental Law or any
 violation thereof, or any breach of the representations and warranties set
 forth at Section 3.1(u) of this Agreement, or any other Loss or liability,
 expense or obligation the subject matter of which is specifically addressed in
 Sections 8.3 and 8.4.

        (e) Limitation of Claims. Each party's right to indemnification
 hereunder shall not be limited in amount, except that: (1) Seller shall not
 have any liability in respect of any Loss which is described or referred to in
 clause (i) or (ii) of Section 8.2(c) of this Agreement until the aggregate
 amount of all such Losses exceeds $1,000,000, and then only in respect of such
 Losses in excess of $1,000,000 in aggregate amount; and (2) the aggregate
 liability of Seller in respect of all Losses described or referred to in
 Section 8.2(c) of this Agreement shall not in any event exceed $10,000,000 in
 aggregate amount, except that said limitation shall not apply to a Loss arising
 from (i) an inaccuracy in the representations set forth at Section 3.1(a),
 3.1(b), 3.1(c), 3.1(d) and 3.1(e) of this Agreement which results in the
 Purchaser not receiving title to

                                       50
<PAGE>
 
 the Shares (and, indirectly, the CGC Shares) as warranted in Section 3.1(e) of
 this Agreement, or (ii) any claim in respect of this Affiliate of Seller (which
 is subject to indemnification pursuant to Section 8.2(c)(iii)). Notwithstanding
 the foregoing, with respect to Losses which arise solely by reason of a breach
 of Sections 3.1(g), 3.1(m), 3.1(q) or 3.1(v) of this Agreement, Seller shall
 not have any liability with respect to any such Loss until the aggregate amount
 of all such Losses exceeds $1,000,000, and then only in respect of such Losses
 in excess of $1,000,000 in aggregate amount, and the aggregate amount of
 liability of Seller in respect of all such Losses shall not in any event exceed
 $21,500,000 in aggregate amount.

        (f)  Payment.  Any payment required to be made to any party entitled to
 indemnification hereunder shall be made within thirty (30) days after receipt
 of an invoice therefor from the party seeking indemnification.  In the event of
 any dispute with respect to a party's obligation to make any such payment, the
 parties shall use reasonable efforts to resolve such dispute as promptly as
 practicable; provided, that, nothing herein shall prevent or delay a party from
 seeking judicial resolution of such dispute.

        (g) Notice; Access and Cooperation. Purchaser and Plains and Seller
 shall each use all reasonable efforts to deliver or cause to be delivered as
 promptly as practicable to any party from which it may be entitled to seek
 indemnification hereunder a notice describing in reasonable detail facts or
 circumstances which may result in a claim of Loss (or which, but for the
 provisions of Section 8.2(e) hereof, might result in a claim of Loss) for which
 it may be entitled to indemnification under this Agreement. Such notice shall
 describe in reasonable detail the nature of the claim and the basis for
 indemnification hereunder and shall be accompanied, in the case of third party
 claims (or claims arising out of third party claims), by copies of documents
 and instruments received by the Indemnified Party with respect thereto;
 provided, however, that any failure to give such notice promptly shall not
 release the Indemnifying Party, in whole or in part, from its obligations under
 this Article except to the extent that (i) the amount of the Loss is increased
 thereby or (ii) the Indemnifying Party's ability to defend against such claim
 is prejudiced thereby. In case any such action shall be brought against an
 Indemnified Party and it shall give notice to the Indemnifying Party of the
 commencement thereof, the Indemnifying Party shall be entitled to participate
 therein, and, to the extent that it shall wish, to assume the defense thereof
 with counsel reasonably satisfactory to such Indemnified Party, and after
 notice from the Indemnifying Party to such Indemnified Party of its election so
 to assume the defense thereof, the Indemnifying Party shall not be liable to
 such Indemnified Party under such section for any fees of other counsel or any
 other expenses, in each case subsequently incurred by such Indemnified Party in
 connection with defense thereof, other than reasonable costs of investigation.
 If an Indemnifying Party assumes the defense of such an action, (a) no
 compromise or settlement thereof may be effected by the Indemnifying Party
 without the Indemnified Party's written consent unless (i) there is no finding
 or admission of any violation of law or any violation of the rights of any
 Person by or on the part of the Indemnified Party and no effect on any other
 claims that may be made against the Indemnified Party and (ii) the sole relief
 provided is monetary damages that are paid in full by the Indemnifying Party,
 and (b) the Indemnified Party shall have no liability with respect to any
 compromise or settlement thereof effected without its consent. If notice is
 given to an Indemnifying Party of the commencement

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<PAGE>
 
 of any action and it does not, within ten days after the Indemnified Party's
 notice is given, give notice to the Indemnified Party of its election to assume
 the defense thereof, the Indemnifying Party shall be bound by any determination
 made in such action or any compromise or settlement thereof effected by the
 Indemnified Party. In the event that the Indemnifying Party has assumed the
 defense of any action or claim and has obtained or received an offer to
 compromise or settle such action or claim on terms and conditions acceptable to
 such Indemnifying Party (which offer provided for a monetary settlement and any
 non-monetary terms or conditions are not material and adverse to the interests
 of the Indemnified Party) and the Indemnified Party refuses for any reason
 whatsoever to agree to the terms and conditions of such compromise or
 settlement, the Indemnifying Party may (1) continue to defend the action or
 claim or (2) tender the further defense of such action to the Indemnified
 Party, and, in either case, the Indemnifying Party's liability to the
 Indemnified Party shall not exceed the net cost to implement the terms of the
 compromise or settlement offered to and rejected by the Indemnified Party. In
 the event that the Indemnifying Party has assumed the defense of any action or
 claim and the Indemnified Party has obtained or received an offer to compromise
 or settle such action or claim, the Indemnified Party shall present such offer
 to the Indemnifying Party, and, if the terms of such offer are acceptable to
 the Indemnifying Party (and if any non-monetary terms and conditions are not
 materially adverse to the Indemnified Party), the Indemnified Party may (1)
 reject the offer and continue its defense of the action or claim, or (2) effect
 the compromise or settlement of such action or claim and, in either case, the
 Indemnifying Party's liability shall not exceed the net cost to implement the
 terms of such compromise or settlement. Notwithstanding the foregoing, if an
 Indemnified Party determines in good faith that there is a reasonable
 probability that an action may materially and adversely affect it or its
 Affiliates other than as a result of monetary damages, such Indemnified Party
 may, by notice to the Indemnifying Party, assume the exclusive right to defend,
 compromise or settle such action, but the Indemnifying Party shall not be bound
 by any determination of action so defended or any compromise or settlement
 thereof effected without its consent. After the Closing Date, the Indemnified
 Party and the Indemnifying Party shall each cooperate fully with the other
 (including affording the other an opportunity to assume or participate in the
 defense) as to all rights or claims asserted by any third party which may
 result in any such Loss, shall make available to the other as reasonably
 requested, and shall preserve, all such information, records and documents
 until the termination of any claim. The Purchaser and Plains and Seller shall
 each also make available to the other as reasonably requested, its personnel
 (including technical and scientific), agents and other representatives who are
 responsible for preparing or maintaining information, records or other
 documents, or who may have particular knowledge with respect to any such claim.

        (h) No Insurance. The indemnifications provided in this Section 8.2
 shall not be construed as a form of insurance for any regulatory purpose.

        (i) Single Claims. It is expressly agreed that, where the provisions of
 this Section 8.2 entitle more than one entity to indemnification in respect of
 the same Loss, the Indemnifying Party shall be liable only once under this
 Section 8.2 in relation to such Loss notwithstanding that more than one
 Indemnified Party might have sought indemnification in respect of such Loss.

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<PAGE>
 
        (j) Insured Losses; Subrogation. To the extent that any Loss was covered
 by insurance maintained by or on behalf of the Celeron Companies prior to the
 Effective Time, Seller and its Affiliates shall be fully subrogated to the
 rights of the Celeron Companies thereunder. Purchaser and Plains agree to
 satisfy, or to cause each of the Celeron Companies to satisfy, any notice
 provision under any such insurance policy of which Purchaser and/or Plains
 shall have actual notice by reason of its receipt of written advice of such
 notice requirement from Seller.

        (k) No Transfer-Resales. The indemnifications provided in this Article
 VIII shall be binding upon and inure to the benefit of the Seller, Goodyear and
 any other Seller Indemnified Party, and their successors and permitted assigns,
 and Purchaser, Plains and any other Purchaser Indemnified Party, and their
 successors and permitted assigns. Notwithstanding any other provision of this
 Agreement, Seller's obligation to indemnify any Person (including any Purchaser
 Indemnified Party) shall automatically terminate at such time as substantially
 all of the Shares (or substantially all of the capital stock of any one or more
 of the Celeron Companies or any successor company or companies) or a major
 portion of the Celeron Assets are sold or transferred by Purchaser to, or any
 of the Celeron Companies are merged into or consolidated with, any other Person
 (any such event a "Transfer"), other than any Wholly-Owned Subsidiary of
 Purchaser or Plains or any partnership of which Plains or one of its Wholly-
 Owned Subsidiaries is a general partner; it being understood that, in the event
 of any Transfer by Purchaser to any Wholly-Owned Subsidiary of Purchaser or
 Plains or to any partnership of which Plains or one of its Wholly-Owned
 Subsidiaries is a general partner, if (i) the Wholly-Owned Subsidiary or
 partnership to which such Transfer was made incurs or suffers an event that
 would constitute a Loss that would be entitled to indemnification pursuant to
 Section 8.2, Section 8.3 or Section 8.4 of this Agreement (after giving effect
 to the limitations on duration and amount set forth in Sections 8.2 and 8.3) if
 such Transfer had not been made, and (ii) Purchaser has entered into a binding
 contract with such Wholly-Owned Subsidiary or partnership (to which the
 Transfer was made) whereunder Purchaser is obligated to indemnify such Wholly-
 Owned Subsidiary or partnership for such Loss, then Seller will indemnify
 Purchaser to the extent of the lesser of (1) the amount of Seller's obligation
 to Purchaser under Sections 8.2, 8.3 or 8.4 of this Agreement had such Transfer
 not been made, and (2) the amount of Purchaser's payment in satisfaction of its
 indemnification obligation in respect of such Loss made in accordance with its
 agreement with such Wholly-Owned Subsidiary or partnership. In no event shall
 any other Person other than Seller Indemnified Parties and Purchaser
 Indemnified Parties and their respective successors have, obtain or acquire any
 right of Purchaser, Plains or Seller, as the case may be, or any other right,
 to indemnification pursuant to this Article VIII.

        (l) No Gross-Up. All Losses shall be determined before giving effect to
 any Taxes payable as a result of the receipt by the Indemnified Party of any
 indemnification payment made by Purchaser and/or Plains to a Seller Indemnified
 Party or by Seller to a Purchaser Indemnified Party pursuant to this Agreement
 or any Related Agreement.

        SECTION 8.3  INDEMNIFICATION FOR ENVIRONMENTAL MATTERS.

        (a) Pre-Closing Environmental Review and Disclosures. Any Losses
 incurred by the Celeron Companies or the Purchaser (or any of their respective
 successors or assigns or

                                       53
<PAGE>
 
 Affiliates, including Plains) caused by, arising out of or attributable to (1)
 any violation by any of the Celeron Companies of any Environmental Law, (2) the
 disposal by any of the Celeron Companies of any Hazardous Materials, petroleum
 or other solid or liquid wastes on any Celeron Real Property, Celeron Leased
 Property or Celeron Right-of-Way or onto any land or into any surface or ground
 waters of any other Person, (3) the Migration of any Hazardous Materials,
 petroleum or other solids or liquids from any Celeron Real Property, Celeron
 Leased Property or Celeron Right-of-Way or from the All American System or the
 SJV System onto the land or into the surface or ground water of any other
 Person, (4) the presence of any Hazardous Materials, petroleum or other liquid
 or solid wastes on any Celeron Real Property or Celeron Right-of-Way or on the
 land or in the surface or ground water of any other Person, or (5) the emission
 of any gases or solids into the atmosphere by any of the Celeron Companies, in
 each case whenever the event occurred (whether before or after the Effective
 Time), which is disclosed in the Environmental Assessment Report, the Phase II
 Study or Part U of Schedule 3.1 to this Agreement shall be the responsibility
 of the Purchaser and its Subsidiaries, including the Celeron Companies; and
 Plains, Purchaser, their respective Affiliates and their respective successors
 and assigns, including the Celeron Companies, shall indemnify, defend and hold
 harmless each Seller Indemnified Party from and against any such Losses. In no
 event shall any Loss of a nature described in this Section 8.3(a) constitute a
 Loss under Section 8.2(b), 8.2(c), 8.3(b) or 8.3(c).

  (b)  Unknown Environmental Liabilities.

  (i) Seller shall indemnify, defend and hold harmless each Purchaser
 Indemnified Party and each Celeron Company from and against Losses that are
 caused by, arise out of or are attributable to:

        (1) Hazardous Materials or petroleum or other solid or liquid wastes
     (other than naturally occurring substances) that are demonstrated to have
     been present (other than petroleum and corrosion inhibiting chemicals in
     the All American System, in the SJV System or in other containment devices
     or facilities which comply with applicable Environmental Laws as in effect
     on the date of this Agreement) on any Celeron Real Property, Celeron Leased
     Property or Pipeline Right-of-Way at the Effective Time, the presence of
     which is not disclosed in the Environmental Assessment Report, the Phase II
     Study or Part U of Schedule 3.1 to this Agreement; or

        (2) the inaccuracy of any representation and warranty set forth in
     Section 3.1(u) of this Agreement at the Effective Time, if and to the
     extent such inaccurate representation and warranty failed to disclose a
     violation at the Effective Time of an applicable Environmental Law in
     effect on the date of this Agreement; or

        (3) Hazardous Materials or petroleum or other solid or liquid wastes
     that are demonstrated to have migrated or leached onto, under or upon the
     property of any Person (other than property of the Celeron Companies,
     Purchaser or any of their respective Affiliates) prior to the Effective
     Time from any Celeron Real 

                                       54
<PAGE>
 
     Property, Celeron Leased Property or Pipeline Right-of-Way, the occurrence
     of which is not disclosed in the Environmental Assessment Report, the Phase
     II Study or Part U of Schedule 3.1 to this Agreement; or

        (4) any emission of any gases or solids into the atmosphere from the All
     American System or the SJV System by any of the Celeron Companies that is
     demonstrated to have occurred prior to the Effective Time in violation of
     any applicable Environmental Law then in effect, the occurrence of which is
     not disclosed in the Environmental Assessment Report, the Phase II Study or
     Part U of Schedule 3.1 to the Agreement.

     (ii) Seller shall have no liability under clause (i) of this Section 8.3(b)
 for claims made after the third anniversary of the Effective Time. Seller shall
 not have any liability in respect of any Losses covered by this Section 8.3(b)
 until the aggregate amount of all such Losses exceeds $1,000,000, and then only
 in respect of such Losses in excess of $1,000,000 in aggregate amount; and the
 aggregate liability of Seller in respect of all such Losses shall in no event
 exceed $30,000,000 in aggregate amount; provided, however, that subject to the
 $30,000,000 limitation on the aggregate liability of Seller pursuant to this
 Section 8.3(b), Seller and Purchaser shall share the aggregate liabilities in
 respect of Losses covered by this Section 8.3(b) as follows:

      (1) the first $1,000,000 of Losses covered by this Section 8.3(b) shall be
 borne solely by Purchaser;

      (2) In respect of Losses incurred pursuant to claims made during the
 period beginning at the Effective Time and ending on the first anniversary of
 the Effective Time:

          (a) the cumulative aggregate amount of all Losses covered by this
     Section 8.3(b) in excess of $1,000,000 but not in excess of $20,000,000
     shall be borne 80% by Seller and 20% by Purchaser;

          (b) the cumulative aggregate amount of all Losses covered by this
     Section 8.3(b) in excess of $20,000,000 but not in excess of $45,000,000
     shall be borne 60% by Seller and 40% by Purchaser.

          (c) the cumulative aggregate amount of all Losses covered by this
     Section 8.3(b) in excess of $45,000,000 shall be borne 100% by Purchaser;
     and

     (3) In respect of Losses incurred pursuant to claims made during the period
 beginning on the day following the first anniversary of the Effective Time and
 ending on the second anniversary of the Effective Time:

          (a) the cumulative aggregate amount of all Losses covered by this
     Section 8.3(b) in excess of $1,000,000 (on a cumulative basis) but not in
     excess of $20,000,000 (if any) shall be borne 60% by Seller and 40% by
     Purchaser;

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<PAGE>
 
          (b) the cumulative aggregate amount of all Losses covered by this
     Section 8.3(b) in excess of $20,000,000 but not in excess of $30,000,000
     (if any) shall be borne 50% by Seller and 50% by Purchaser;

          (c) the cumulative aggregate amount of all Losses covered by this
     Section 8.3(b) in excess of $30,000,000 but not in excess of $50,000,000
     shall be borne 40% by Seller and 60% by Purchaser;

          (d) the cumulative aggregate amount of all Losses in respect of this
     Section 8.3(b) in excess of $50,000,000 shall be borne 100% by Purchaser;
     and

     (4) In respect of Losses incurred pursuant to claims made during the period
 beginning on the day following the second anniversary of the Effective Time and
 ending on the third anniversary of the Effective Time:

          (a) the cumulative aggregate amount of all Losses covered by this
     Section 8.3(b) in excess of $1,000,000 (on a cumulative basis) but not in
     excess of $20,000,000 (if any) shall be borne 50% by Seller and 50% by
     Purchaser; and

          (b) the cumulative aggregate amount of all Losses covered by this
     Section 8.3(b) in excess of $20,000,000 shall be borne 100% by Purchaser.

 Seller's maximum aggregate liability for Losses in respect of this Section
 8.3(b) shall be $30,000,000.  In no event shall any Loss (whether or not barred
 by the provisions of this Section 8.3(b)(ii)) of the nature described in this
 Section 8.3 constitute a Loss under Section 8.2(c) or any other provision of
 this Agreement.

        (c) Pre-Effective Time Off-Site Disposal. Seller shall indemnify, defend
 and hold harmless each Purchaser Indemnified Party and each Celeron Company
 from and against Losses claimed by any Person (other than the Celeron Companies
 or any Purchaser Indemnified Party) that are caused by, arise out of or are
 attributable to Hazardous Materials or petroleum or other solid or liquid
 wastes disposed of or dumped as waste material at any time prior to the
 Effective Time by the Celeron Companies at any waste disposal site other than
 (i) any waste disposal site located on any Celeron Real Property, any Celeron
 Right-of-Way, any Celeron Leased Property, (ii) any waste disposal site located
 on any property owned, leased or used by any Purchaser Indemnified Party, or
 (iii) any waste disposal site used (whether before or after the Effective Time)
 by any Purchaser Indemnified Party, or (iv) any waste disposal site used by any
 of the Celeron Companies after the Effective Time.

        (d) Post-Effective Time Off-Site Disposal. Each of Plains and Purchaser
 shall indemnify, defend and hold harmless each Seller Indemnified Party from
 and against Losses claimed by any Person that are caused by, arise out of or
 are attributable to Hazardous Materials or petroleum or other solid or liquid
 wastes disposed of or dumped as waste material (i) at any waste disposal site
 at any time on or after the Effective Time, if disposed of or dumped by or on
 behalf of any

                                       56
<PAGE>
 
 of the Celeron Companies, Plains, Purchaser or any of their respective
 Subsidiaries or Affiliates (including the Celeron Companies after the Effective
 Time), or any of their respective successors and assigns, or (ii) on any
 property owned, leased or used by any Purchaser Indemnified Party, if disposed
 of or dumped by or for Celeron Company at any time (whether before or after the
 Effective Time).

        (e)  Participation In Negotiations.  Plains, Purchaser and the Celeron
 Companies, and any of their respective successors and assigns, agree to allow
 Seller and Goodyear to participate in any negotiations or dealings with any
 Governmental Body with respect to any remediation of contaminated soil or
 groundwater or any alleged violation of any Environmental Law which may result
 in an obligation on the part of any Seller Indemnifying Party to indemnify any
 Purchaser Indemnified Party pursuant to this Section 8.3.

        (f) Incorporations by Reference. The provisions of Subsections (f), (g),
 (h), (i), (j), (k) and (l) of Section 8.2 shall also apply to this Section 8.3
 and are hereby incorporated herein in their entirety and made a part hereof.

        SECTION 8.4 INDEMNIFICATION FOR TAXES. (a) As set forth in Exhibit P to
 this Agreement, Seller shall be responsible for, and shall indemnify and hold
 each Purchaser Indemnified Party and each Celeron Company harmless from and
 against (i) all Taxes on the Celeron Companies for periods ended on or before
 December 31, 1997, (ii) all Income Taxes (as defined in Exhibit P) for periods
 ended on or before the Closing Date, and (iii) all Other Taxes (as defined in
 Exhibit P) for that portion of any tax year or period beginning prior to, and
 ending subsequent to, December 31, 1997 which commences on the first day of
 such period and ends on December 31, 1997. As set forth in Exhibit P, Purchaser
 and Plains shall be responsible for, and shall indemnify and hold each Seller
 Indemnified Party harmless from and against (a) all Income Taxes on the Celeron
 Companies for all tax years or periods ending after the Closing Date, (b) all
 Other Taxes on the Celeron Companies for all tax years beginning after December
 31, 1997, and (c) all Other Taxes for that portion of any tax year or period
 beginning prior to, and ending subsequent to, December 31, 1997 which commences
 the day after December 31, 1997 and ends on the last day of such tax year or
 period. The sole remedy for any breach of the Tax Agreement will be the
 indemnifications set forth therein and in no event shall a Loss pursuant to
 this Section 8.4 constitute a Loss under Section 8.2 or any other provision of
 this Agreement.

        (b) The provisions of Subsections (f), (g), (h), (i), (j), (k) and (l)
 of Section 8.2 shall also apply to this Section 8.4 and are hereby incorporated
 herein in their entirety and made a part hereof.

                                       57
<PAGE>
 
                                 ARTICLE IX

                         MODIFICATION AND TERMINATION

        SECTION 9.1 AMENDMENT. Purchaser, Plains and Seller may at any time
 amend, modify or supplement this Agreement in such manner as may be agreed upon
 by them in writing.

        SECTION  9.2  TERMINATION.  This Agreement may be terminated and the
 transactions contemplated by this Agreement abandoned at any time prior to the
 Closing:

                (a)  by mutual written consent of Purchaser, Plains and Seller;

                (b) by Purchaser and Plains, on the one hand, or by Seller, on
 the other hand, if the purchase and sale of the Shares shall not have been
 consummated on or before September 30, 1998 other than by reason of the breach
 of this Agreement by the party (Seller, on the one hand, or Purchaser and
 Plains, on the other hand, as the case may be) terminating this Agreement;

                (c) by Purchaser and Plains if any condition specified in
 Section 6.1 of this Agreement has not been satisfied (or waived by Purchaser
 and Plains) at such time as such condition can no longer be satisfied; or

                (d) by Seller if any condition specified in Section 6.2 of this
 Agreement has not been satisfied (or waived by Seller) at such time as such
 condition can no longer be satisfied.

        SECTION 9.3 EFFECT OF TERMINATION. In the event of any termination of
 this Agreement in accordance with Section 9.2 hereof, this Agreement shall
 forthwith become void (except as may be otherwise expressly provided herein)
 and there shall be no liability under this Agreement on the part of Purchaser
 and Plains, on the one hand, or Seller, on the other hand, or their respective
 Affiliates, officers, directors, employees or agents by virtue of such
 termination. Neither Seller nor its shareholders, directors, officers,
 employees or agents, on the one hand, nor Purchaser and Plains, nor their
 respective Affiliates, directors, officers, employees or agents, on the other
 hand, shall have any liability to the other for costs, expenses, loss of
 anticipated profits or otherwise if this Agreement is terminated in accordance
 with Section 9.2 hereof and the transactions contemplated herein abandoned.

        SECTION  9.4   NON-PERFORMANCE.

        (a)  In the event Seller has not properly terminated this Agreement in
 accordance with Section 9.2 of this Agreement and shall refuse to complete the
 transaction contemplated by this Agreement to occur on the Closing Date, and,
 at September 30, 1998 (1) Purchaser shall have completed all of the actions it
 is required to complete pursuant to this Agreement prior to the Closing Date,
 (2) Purchaser shall have performed or tendered performance of all of its

                                       58
<PAGE>
 
 obligations to deliver instruments and moneys at the Closing as provided at
 Article II and Section 7.3 of this Agreement, and (3) all of the conditions
 precedent to the obligations of Seller pursuant to Section 6.2 of this
 Agreement shall have been satisfied or waived, then Seller agrees to pay to
 Purchaser the sum of $10,000,000 as liquidated damages and as the sole and
 exclusive remedy for non-performance by Seller of its obligations under or in
 respect of this Agreement; provided, however, that in the event (i) Seller
 either (x) has not properly terminated this Agreement in accordance with
 Section 9.2 of this Agreement and at September 30, 1998 the conditions
 specified in clauses (1), (2) and (3) of this sentence shall have been
 satisfied, or (y) the Seller shall fail to observe its undertakings set forth
 in Subsection 9.4(c), and (ii) Seller shall sell, or shall have agreed to sell,
 the Celeron Companies to any other Person on or before 18 months following the
 earlier of September 30, 1998 or any prior termination of this Agreement by
 Seller, then Seller shall pay to Purchaser an additional sum of $40,000,000
 within ten (10) days following receipt of notice demanding payment thereof from
 Purchaser, as liquidated damages and as of the sole and exclusive remedy for
 non-performance or other breach of Seller's obligations under or in respect of
 this Agreement.  Except as provided in the preceding sentence, Seller shall not
 have any liability to Purchaser or Plains for any failure to complete the
 transaction contemplated by this Agreement.

        (b) In the event Purchaser has not properly terminated this Agreement in
 accordance with Section 9.2 of this Agreement and shall refuse to complete the
 transaction contemplated by this Agreement to occur on the Closing Date, and,
 at September 30, 1998 (1) Seller shall have completed all of the actions it is
 required to complete pursuant to this Agreement prior to the Closing Date, (2)
 Seller shall have performed or tendered performance of all of its obligations
 to deliver the Shares and other instruments at the Closing as provided at
 Section 7.2 of this Agreement, and (3) all of the conditions precedent to the
 obligation of Purchaser set forth at Section 6.1 of this Agreement have been
 satisfied or waived by Seller, then Purchaser shall pay to Seller the sum of
 $10,000,000 as liquidated damages and as the sole and exclusive remedy for non-
 performance or other breach by Purchaser or Plains of their obligations under
 or in respect of this Agreement. Except as provided in the preceding sentence,
 neither Purchaser nor Plains shall have any liability to Seller for any failure
 to complete the transaction contemplated by this Agreement.

        (c) Seller agrees that upon the execution of this Agreement, Seller
 shall terminate, and shall cause Goodyear to terminate, any and all discussions
 and negotiations with third persons regarding a sale or other transaction
 involving (a) the Shares, (b) the assets and businesses of the Celeron
 Companies, or (c) any other transaction substantially similar to the
 transaction contemplated by this Agreement (collectively, the "Possible
 Alternatives"), and thereafter so long as this Agreement remains in effect
 Seller will not, and will not permit or authorize Goodyear, directly or
 indirectly, nor shall Seller authorize or permit any officer, director or
 employee, or authorize any investment banker, financial advisor, attorney,
 accountant or other representative retained by Seller or Goodyear (i) to
 solicit, initiate, encourage (including by way of furnishing information or
 assistance), conduct discussions or engage in negotiations with any other
 Person may reasonably be expected to lead to a Possible Alternative, (ii) to
 enter into an agreement with any Person, other than Plains or Purchaser,
 providing for a Possible Alternative, or (iii) subject to the fiduciary duties
 of Seller and Goodyear, and their Boards of Directors 

                                       59
<PAGE>
 
 under applicable law, to withdraw or qualify the recommendation of the
 transactions contemplated by this Agreement by the Boards of Directors of
 Seller and Goodyear. Notwithstanding the foregoing, Seller and Goodyear shall
 be entitled to take any action otherwise prohibited in respect to any third
 party inquiry, contact or proposal received by them if (a) the initial inquiry,
 contact or proposal from any third party was not received in violation of the
 preceding sentence, (b) the Boards of Directors of Seller and Goodyear shall
 have determined, in their good faith judgment, that any such otherwise
 prohibited action may lead to the negotiation and consummation of a Possible
 Alternative that in the opinion of such Boards of Directors may be more
 beneficial than the transactions contemplated by this Agreement, taken as a
 whole, to their respective shareholders (a "Superior Transaction") and (c) such
 Boards of Directors shall have determined, after consultation with and based on
 the advice of its legal counsel, that the failure to take such action would be
 inconsistent with their fiduciary duties to their respective shareholders under
 applicable law; provided, that, if a Superior Transaction is entered into by
 Seller or Goodyear prior to March 31, 2000, clause (i) (y) of Section 9.4(a)
 shall be deemed to have occurred. Seller agrees that it will notify Purchaser
 immediately if any such discussions or negotiations are initiated.


                                   ARTICLE X

                                 GENERAL PROVISIONS

        SECTION 10.1 NOTICES. All notices, requests, consents, demands, waivers,
 instructions, advices, confirmations, certificates, required deliveries and
 other communications and instruments required or permitted to be given or
 delivered ("Notices") to or by, or made upon, either party hereto (and, in
 accordance with the provisions of this Agreement, upon any other Person) shall
 be in writing and shall be deemed to have been duly given, made or delivered
 (i) when delivered in person, upon the receipt thereof by each Person entitled
 to such Notice, (ii) in the case of any Notice sent by Priority Mail or Courier
 Service, upon the receipt thereof by each Person entitled to such Notice, and
 (iii) in the case of any Notice sent by telecopier or other facsimile
 transmission device ("fax"), two hours after oral confirmation of the receipt
 thereof by each Person entitled to such Notice. Unless otherwise specified in a
 Notice sent or delivered in accordance with the foregoing provision of this
 Section 10.1, Notices shall be given to or made upon the parties entitled to
 the receipt thereof at their respective street and post office box addresses,
 or to their respective fax numbers, set forth on Annex A to this Agreement.

        SECTION 10.2   INCORPORATION BY REFERENCE OF ATTACHMENTS.

        (a) Three complete sets of the Exhibits, Schedules, Annexes and
 Appendixes to this Agreement (the "Agreement Attachments") have been marked for
 identification and delivered by each party hereto to the other party hereto at
 the execution and delivery of this Agreement.

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<PAGE>
 
        (b) The Agreement Attachments, together with any and all annexes,
 appendices, riders and schedules thereto, are hereby incorporated herein by
 specific reference and made a part of this Agreement as and to the same extent
 as if set forth herein in their entirety.

        SECTION 10.3 ENTIRE AGREEMENT. This Agreement and all other agreements
 and instruments referred to herein set forth and constitute the entire
 understanding and agreement among Purchaser, Plains and Seller pertaining to
 the subject matter hereof and supersede all prior agreements, negotiations,
 correspondence, memoranda, representations and understandings of the parties in
 respect of the subject matter hereof. There are no promises, representations,
 agreements, conditions, covenants or understandings, written or oral, between
 the parties hereto in respect of the subject matter hereof other than as set
 forth or referred to herein. Except as expressly set forth herein, no
 representation or warranty has been made by or on behalf of any party to this
 Agreement, the Celeron Companies, or by any of their respective Affiliates,
 directors, officers, employees, agents or other representatives, to induce the
 other party to enter into this Agreement or to consummate any of the
 transactions contemplated by any term of this Agreement or any other agreement
 delivered pursuant to this Agreement. This Agreement may not be supplemented,
 altered, modified or amended except by a written instrument executed by
 Purchaser, Plains and Seller.

        SECTION 10.4 INTERPRETATION. It is acknowledged by Purchaser, Plains and
 Seller that this Agreement has undergone several drafts with the negotiated
 suggestions of each and, therefore, no presumptions shall arise favoring any
 party by virtue of the authorship of any provision of this Agreement. Any
 representation or warranty herein contained made by or on behalf of a party to
 the knowledge of such party shall be deemed to mean and be limited to actual
 knowledge of an elected officer of such party of the matter in question after
 having made a reasonable inquiry, or actual knowledge of such facts as would
 charge such officer of such party with knowledge of the matter in question
 after having made a reasonable inquiry.

        SECTION 10.5 WAIVER. No waiver by any party to this Agreement of any
 term or provision contained in this Agreement shall be effective unless it is
 in writing and signed by the party or parties against whom such waiver is
 sought to be enforced. Except as otherwise provided herein, neither the failure
 nor any delay on the part of any party to this Agreement in exercising any
 right, power or remedy hereunder shall operate as a waiver thereof, or of any
 other right, power or remedy; nor shall any single or partial exercise of any
 right, power or remedy preclude any further or other exercise thereof, or the
 exercise of any other right, power or remedy.

        SECTION 10.6 SUCCESSORS; NO ASSIGNMENT. This Agreement shall inure to
 the exclusive benefit of and be binding upon Purchaser, Plains and Seller and
 their respective successors and permitted assigns; provided, however, that this
 Agreement, or any interest, right or obligation hereunder, shall be assignable
 by any party hereto only after receipt of the express written consent of the
 other parties hereto to such assignment. In no event may any party hereto
 assign its rights or obligations under Article VIII of this Agreement to any
 other Person.

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<PAGE>
 
        SECTION 10.7 FURTHER ASSURANCES. Purchaser, Plains and Seller each agree
 to, from time to time after the Closing, upon the reasonable request of the
 other party, execute, acknowledge and deliver, or cause to be executed,
 acknowledged or delivered, such other documents or instruments as may be
 reasonably required for the carrying out of the provisions of this Agreement or
 any agreement or other instrument entered in accordance with the terms of this
 Agreement.

        SECTION 10.8 NO RIGHTS IN THIRD PARTIES. This Agreement is not intended
 to, nor shall it be construed to, create in, confer upon or give any Person,
 other than the parties hereto and their respective successors and permitted
 assigns, any claim, cause of action, remedy or right of any kind or nature.

        SECTION 10.9   NO PARTNERSHIP.  In no event shall this Agreement or any
 provision hereof (or of any agreement entered into pursuant to the terms
 hereof) be deemed or construed by any Person to create the relationship of
 principal and agent, a partnership or a joint venture among Purchaser, Plains
 and Seller.

        SECTION 10.10 COSTS AND EXPENSES. Each party hereto shall bear and pay
 all costs and expenses incurred by such party in connection with the
 negotiation, preparation and consummation of this Agreement and its performance
 of and compliance with all agreements and conditions contained herein and the
 transactions contemplated herein on its part to be performed or complied with,
 including, without limitation, all fees, expenses and disbursements for legal
 counsel, independent accountants, consultants, experts and other out-of-pocket
 costs and expenses.

        SECTION 10.11  SEVERABILITY.  Any provision of this Agreement which is
 prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
 be ineffective to the extent of such prohibition or unenforceability without
 invalidating the remaining provisions hereof or affecting the validity or
 enforceability of such provisions in any other jurisdiction.

        SECTION 10.12 TABLE OF CONTENTS AND HEADINGS. The Table of Contents and
 the Article, Section and Subsection headings used in this Agreement are for
 convenience of reference only and shall not form a part of, or affect the
 interpretation or construction of, this Agreement.

        SECTION 10.13 COUNTERPARTS. This Agreement may be executed in any number
 of counterparts and by the parties hereto on separate counterparts, each of
 which counterparts, when so executed and delivered, shall be deemed to be an
 original and all of which counterparts, taken together, shall constitute but
 one and the same instrument.

        SECTION 10.14 GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A
 CONTRACT MADE UNDER THE LAWS OF THE STATE OF OHIO AND FOR ALL PURPOSES SHALL BE
 CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
 OHIO, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

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<PAGE>
 
        SECTION 10.15 JURISDICTION. ANY SUIT, ACTION OR PROCEEDING
 ("PROCEEDINGS") ARISING OUT OF OR UNDER, OR SEEKING TO ENFORCE ANY PROVISION
 OF, THIS AGREEMENT OR ANY RELATED AGREEMENT OR OTHER INSTRUMENT ENTERED INTO
 PURSUANT TO THIS AGREEMENT MAY BE BROUGHT BY ANY PARTY TO THIS AGREEMENT
 AGAINST ANY OTHER PARTY TO THIS AGREEMENT IN ANY STATE OF OHIO OR UNITED STATES
 FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN THE CITY OF CLEVELAND OR
 AKRON, OHIO, AND EACH OF THE PARTIES HERETO HEREBY SUBMITS TO THE NON-EXCLUSIVE
 JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS) IN ANY
 SUCH PROCEEDINGS AND WAIVES ANY OBJECTION TO VENUE BEING LAID THEREIN. NOTHING
 CONTAINED IN THIS SECTION 10.15 SHALL LIMIT THE RIGHT OF ANY PARTY HERETO TO
 INSTITUTE PROCEEDINGS IN ANY COURT OF COMPETENT JURISDICTION, NOR SHALL THE
 INSTITUTION OF PROCEEDINGS IN ONE OR MORE JURISDICTION PRECLUDE THE TAKING OF
 PROCEEDINGS IN ANY OTHER JURISDICTION, WHETHER CONCURRENTLY OR OTHERWISE.

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


                                       PLAINS ALL AMERICAN INC.
                                            ("Purchaser")

                                       By:/s/
                                          -------------------------------    
                                          Harry N. Pefanis,
                                          President


                                        PLAINS RESOURCES INC.
                                                ("Plains")

                                        By:  /s/
                                           --------------------------------
                                           Greg L. Armstrong,
                                           President and Chief Executive Officer


                                        WINGFOOT VENTURES SEVEN INC     
                                                  ("Seller")

                                        By: /s/
                                           ---------------------------------
                                           Richard W. Hauman, Vice President

                                       63