exv4w1






Exhibit 4.1




 

 






PLAINS ALL AMERICAN PIPELINE, L.P.

PAA FINANCE CORP.

as Issuers




and




THE SUBSIDIARY GUARANTORS NAMED HEREIN

as Guarantors




$500,000,000




4.25% SENIOR NOTES DUE 2012




SIXTEENTH




SUPPLEMENTAL




INDENTURE




 






Dated as of July 23, 2009




 






U.S. BANK NATIONAL ASSOCIATION

as Trustee




 

 






 









 












TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	ARTICLE I	 	 	2	 
	 

	 	Section 1.01.
	 	Establishment
	 	 	2	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	2	 
	 

	 	Section 2.01.
	 	Definitions
	 	 	2	 
	 

	 	Section 2.02.
	 	Other Definitions
	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III THE NOTES	 	 	7	 
	 

	 	Section 3.01.
	 	Form
	 	 	7	 
	 

	 	Section 3.02.
	 	Issuance of Additional Notes
	 	 	7	 
	 

	 	Section 3.03.
	 	Global Security Legend
	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV REDEMPTION AND PREPAYMENT	 	 	8	 
	 

	 	Section 4.01.
	 	Optional Redemption
	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V COVENANTS	 	 	8	 
	 

	 	Section 5.01.
	 	Compliance Certificate
	 	 	8	 
	 

	 	Section 5.02.
	 	Limitations on Liens
	 	 	9	 
	 

	 	Section 5.03.
	 	Restriction of Sale-leaseback Transactions
	 	 	10	 
	 

	 	Section 5.04.
	 	SEC Reports; Financial Statements
	 	 	11	 
	 

	 	Section 5.05.
	 	Additional Subsidiary Guarantees
	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI SUCCESSORS	 	 	12	 
	 

	 	Section 6.01.
	 	Consolidation and Mergers of the Issuers
	 	 	12	 
	 

	 	Section 6.02.
	 	Rights and Duties of Successor
	 	 	12	 
	 

	 	Section 6.03.
	 	Supplemental Indenture
	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII DEFAULTS AND REMEDIES	 	 	13	 
	 

	 	Section 7.01.
	 	Events of Default
	 	 	13	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII LEGAL DEFEASANCE AND COVENANT DEFEASANCE	 	 	15	 
	 

	 	Section 8.01.
	 	Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	15	 
	 

	 	Section 8.02.
	 	Legal Defeasance and Discharge
	 	 	15	 
	 

	 	Section 8.03.
	 	Covenant Defeasance
	 	 	15	 
	 

	 	Section 8.04.
	 	Conditions to Legal or Covenant Defeasance
	 	 	16	 
	 

	 	Section 8.05.
	 	Deposited Money and U.S. Government Obligations to be
Held in Trust; Other Miscellaneous Provisions
	 	 	17	 
	 

	 	Section 8.06.
	 	Repayment to Issuers
	 	 	18	 
	 

	 	Section 8.07.
	 	Reinstatement
	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX SUBSIDIARY GUARANTEES	 	 	18	 
	 

	 	Section 9.01.
	 	Subsidiary Guarantees
	 	 	18	 
	 

	 	Section 9.02.
	 	Limitation on Liability
	 	 	20	 
	 

	 	Section 9.03.
	 	Successors and Assigns
	 	 	20	 






-i-









 






	 	 	 	 	 	 	 	 	 
	 

	 	Section 9.04.
	 	No Waiver
	 	 	20	 
	 

	 	Section 9.05.
	 	Modification
	 	 	20	 
	 

	 	Section 9.06.
	 	Execution of Supplemental Indenture for Future Subsidiary Guarantors
	 	 	21	 
	 

	 	Section 9.07.
	 	Release of Guarantee
	 	 	21	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE X MISCELLANEOUS	 	 	20	 
	 

	 	Section 10.01.
	 	Additional Amendments
	 	 	20	 
	 

	 	Section 10.02.
	 	Integral Part
	 	 	22	 
	 

	 	Section 10.03.
	 	Adoption, Ratification and Confirmation
	 	 	22	 
	 

	 	Section 10.04.
	 	Counterparts
	 	 	22	 
	 

	 	Section 10.05.
	 	Governing Law
	 	 	22	 






	 	 	 
	EXHIBIT A:

	 	Form of Note
	EXHIBIT B:

	 	Form of Supplemental Indenture






-ii-









 






          SIXTEENTH SUPPLEMENTAL INDENTURE dated as of July 23, 2009 (this “Supplemental Indenture”)
among PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (the “Partnership”), PAA
FINANCE CORP., a wholly owned subsidiary of the Partnership and a Delaware corporation (“PAA
Finance” and, together with the Partnership, the “Issuers”), and the subsidiary guarantors
signatory hereto (the “Subsidiary Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee (the
“Trustee”).




WITNESSETH:




          WHEREAS, the Issuers have heretofore entered into an Indenture, dated as of September 25, 2002
(the “Original Indenture”), with U.S. Bank National Association (successor to Wachovia Bank,
National Association), as trustee;




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




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




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




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




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




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




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




 









 








ARTICLE I




          Section 1.01. Establishment. (a) There is hereby established a new series of Debt Securities to be issued under the
Indenture, to be designated as the Issuers’ 4.25% Senior Notes due 2012 (the “Notes”).




          (b) There are to be authenticated and delivered $500,000,000 principal amount of Notes on the
Issue Date, and from time to time thereafter there may be authenticated and delivered an unlimited
principal amount of Additional Notes.




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




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




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




ARTICLE II

DEFINITIONS AND INCORPORATION BY REFERENCE




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




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




          “Attributable Indebtedness,” when used with respect to any Sale-leaseback Transaction, means,
as at the time of determination, the present value (discounted at the rate set forth or implicit in
the terms of the lease included in such transaction) of the total obligations of the lessee for
rental payments (other than amounts required to be paid on account of property taxes, maintenance,
repairs, insurance, assessments, utilities, operating and labor costs and other items that do not
constitute payments for property rights) during the remaining term of the lease included in such
Sale-leaseback Transaction (including any period for which such lease has been
extended). In the case of any lease that is terminable by the lessee upon the payment of a
penalty or other termination payment, such amount shall be the lesser of the amount determined
assuming termination upon the first date such lease may be terminated (in which case the amount




2









 







shall also include the amount of the penalty or termination payment, but no rent shall be
considered as required to be paid under such lease subsequent to the first date upon which it may
be so terminated) or the amount determined assuming no such termination.




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




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




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




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




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




          “General Partner” means PAA GP LLC, a Delaware limited liability company, and its successors
and permitted assigns as general partner of the Partnership.




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




          “Managing General Partner” means (i) Plains All American GP LLC, a Delaware limited liability
company, and its successors and permitted assigns as the general partner of the sole member of the
General Partner or (ii) the business entity with the ultimate authority to manage the business and
operations of the Partnership.




          “Notes” has the meaning assigned to it in Section 1.01(a) hereof, and includes both the Notes
issued on the Issue Date and any Additional Notes issued thereafter.




3









 








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




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




          “Partnership Agreement” means the Third Amended and Restated Agreement of Limited Partnership
of Plains All American Pipeline, L.P., amended and restated effective as of June 27, 2001, as
amended by Amendment No. 1 thereto dated as of April 15, 2004, Amendment No. 2 thereto dated as of
November 15, 2006, Amendment No. 3 thereto dated as of August 16, 2007, Amendment No. 4 thereto
dated April 14, 2008, to be effective as of January 1, 2007, Amendment No. 5 thereto dated as of
May 28, 2008 and as such may be otherwise amended, modified or supplemented from time to time.




          “Permitted Liens” means:





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




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




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




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




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




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




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



4









 






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




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




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




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




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




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




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




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




     (16) easements, exceptions or reservations in any property of the Partnership or any of
the Restricted Subsidiaries granted or reserved for the purpose of pipelines, roads, the
removal of oil, gas, coal or other minerals, and other like purposes for the joint or common
use of real property, facilities and equipment, which are incidental to, and do



5









 







not materially interfere with, the ordinary conduct of its business or the business of the
Partnership and its Subsidiaries, taken as a whole;



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



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



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




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




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




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




6









 








          “Subsidiary Guarantors” means each of:





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




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




     (3) their respective successors and assigns.


Notwithstanding anything in the Indenture to the contrary, PAA Finance, Pacific Pipeline System
LLC, Plains West Coast Terminals LLC, Pacific Energy Management LLC, Pacific Energy GP, LP, SLC
Pipeline LLC, Plains Marketing Bondholder, LLC and CDM Max, LLC shall not be Subsidiary Guarantors.




          Section 2.02. Other Definitions.




	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	“Additional Notes”
	 	 	3.02	 
	“Covenant Defeasance”
	 	 	8.03	 
	“Event of Default”
	 	 	7.01	 
	“Legal Defeasance”
	 	 	8.02	 
	“Note Obligations”
	 	 	9.01	 
	“Payment Default
	 	 	7.01	 
	“Required Filing Dates”
	 	 	5.04	 
	“Successor Company”
	 	 	6.01	 






ARTICLE III

THE NOTES




          Section 3.01. Form. The Notes shall be issued initially in the form of one or more Global Securities. The Notes and
Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto, the
terms of which are incorporated in and made a part of this Supplemental Indenture, and the Issuers
and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to
such terms and provisions and to be bound thereby.




          Section 3.02. Issuance of Additional Notes. The Issuers may, from time to time, issue an unlimited amount of additional Notes (“Additional
Notes”) under the Indenture, which shall be issued in the same form as the Notes issued on the
Issue Date and which shall have identical terms as the Notes issued on the Issue Date other than
with respect to the issue date, the date of first payment of interest, if applicable, and the
payment of interest accruing prior to the issue date. The Notes issued on the Issue Date shall be
limited in aggregate principal amount to $500,000,000. The Notes issued on the Issue Date and any
Additional Notes subsequently




7









 







issued shall be treated as a single series for all purposes under the
Indenture, including waivers, amendments, redemptions and offers to purchase.




          Section 3.03. Global Security Legend. Each of the Global Securities shall bear a legend in substantially the following form:




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




ARTICLE IV

REDEMPTION AND PREPAYMENT




          Section 4.01. Optional Redemption.




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




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




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




ARTICLE V

COVENANTS




          Section 5.01. Compliance Certificate. (a) In lieu of the Officers’ Certificate required by Section 4.05 of the Original Indenture,
the Issuers and Subsidiary Guarantors shall deliver to the Trustee, within 90 days after the end of
each fiscal year, an Officers’ Certificate stating that a review of the activities of the
Partnership and its Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers (one of whom shall be the principal executive, financial or
accounting officer of each Issuer and Subsidiary Guarantor)




8









 







with a view to determining whether the
Issuers have kept, observed, performed and fulfilled their obligations under the Indenture, and
further stating, as to each such person signing such certificate, that to the best of his or her
knowledge the Issuers have kept, observed, performed and fulfilled each and every covenant
contained in the Indenture and are not in default in the performance or observance of any of the
terms, provisions and conditions of the Indenture (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he or she may have knowledge
and what action the Issuers are taking or propose to take with respect thereto).




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




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




          (a) Permitted Liens;




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




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




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




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





9











 





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




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




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




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




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




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




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




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




10









 








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




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




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




          Section 5.04. SEC Reports; Financial Statements.




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




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




          (c) [Intentionally omitted.]




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




          (e) Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein,




11









 







including the
Partnership’s compliance with any of its covenants hereunder (as to which the Trustee is entitled
to rely exclusively on Officers’ Certificates).




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




ARTICLE VI

SUCCESSORS




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




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




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





12









 







disposition, such changes in phraseology and form (but not in
substance) may be made in the Notes thereafter to be issued as may be appropriate.




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




ARTICLE VII

DEFAULTS AND REMEDIES




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




          (a) An “Event of Default” occurs if:





     (i) the Issuers default for 60 days in the payment when due of interest on the
Notes;




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




     (iii) failure by an Issuer or any Subsidiary Guarantor for 90 days after
receipt of notice by the Issuers from the Trustee or to the Issuers and the Trustee
by the Holders of at least 25% in principal amount of the Notes then Outstanding to
comply with any other term, covenant or warranty in the Indenture or the Notes
(provided that notice need not be given, and an Event of Default shall
occur, 90 days after any breach of the provisions of Section 6.01 hereof);




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



13









 






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




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




     (A) commences a voluntary case,




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




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




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




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




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




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




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




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



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




          (b) In the case of an Event of Default arising from Section 7.01(a)(vi) or 7.01(a)(vii) hereof
involving an Issuer (and, for the avoidance of doubt, excluding any such Event of Default that
involves only one or more Subsidiary Guarantors), the principal amount of all Outstanding Notes and
interest thereon shall become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then Outstanding Notes may declare the principal amount of all the Notes
and interest thereon to be due and payable immediately by a notice in writing to the Issuers (and
to the Trustee if given by the Holders) and upon any such declaration such principal amount and
interest thereon shall be due and payable immediately.




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ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE




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




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




          (a) the rights of Holders of Outstanding Notes to receive solely from the trust fund described
in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the
principal of, premium on, if any, and interest on such Notes when such payments are due,




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




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




          (d) this Article VIII, and




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



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




          Section 8.03. Covenant Defeasance. Upon the Issuers’ exercise under Section 8.01 hereof of the option applicable to this Section
8.03, each of the Issuers shall, subject to the satisfaction of the conditions set forth in Section
8.04 hereof, be released from its obligations under the covenants contained in Sections 5.02, 5.03,
5.04 and 5.05 hereof with respect to the Outstanding Notes on and after the date the conditions set
forth in Section 8.04 are satisfied




15









 







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




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




          In order to exercise either Legal Defeasance or Covenant Defeasance:




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




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




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




          (d) no Default or Event of Default shall have occurred and be continuing either (i) on the
date of such deposit (other than a Default or Event of Default resulting from the incurrence of
Debt all or a portion of the proceeds of which shall be applied to such deposit) or




16









 







(ii) insofar as
Section 7.01(a)(vi) or 7.01(a)(vii) hereof is concerned, at any time in the period ending on the
91st day after the date of deposit;




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




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




          (g) the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the
deposit was not made by the Issuers with the intent of preferring the Holders over any other
creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any
other creditors of the Issuers; and




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




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




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




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




17









 








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




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




ARTICLE IX

SUBSIDIARY GUARANTEES




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




          (b) Each Subsidiary Guarantor waives presentation to, demand of, payment from and protest to
the Issuers of any of the Note Obligations and also waives notice of protest




18









 







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




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




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




          (e) Each Subsidiary Guarantor further agrees that its Guarantee herein shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of
principal, premium, if any, or interest with respect to any Note Obligation is rescinded or must
otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of either
of the Issuers or otherwise.




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




19









 







Obligations (but only to the extent not
prohibited by law) and (iii) all other monetary Note Obligations of the Issuers to the Holders and
the Trustee.




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




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




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




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




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




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




20









 







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




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




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




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




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




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




ARTICLE X

MISCELLANEOUS




          Section 10.01. Additional Amendments. With respect to the Notes, references to (A) “Section 6.01” in the Original Indenture shall be
deemed to be references to “Section 7.01 of this Supplemental Indenture; (B) “Section 11.02” in the
Original Indenture shall be deemed to be references to “Section 8.06” of this Supplemental
Indenture; (C) “Section 6.01(g) or (h)” in the Original Indenture shall be deemed to be references
to Section 7.01(a)(vi) or (a)(vii) of this Supplemental Indenture; and (D) “Article X” in the
Original Indenture shall be deemed to be a




21









 







reference to Article VI of this Supplemental Indenture.




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




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




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




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




[Signatures on following pages]




22









 








	 	 	 	 	 
	 	SIGNATURES




ISSUERS:



PLAINS ALL AMERICAN PIPELINE, L.P.




By: PAA GP LLC

        its General Partner



By: PLAINS AAP, L.P.

        its Sole Member



By: PLAINS ALL AMERICAN GP LLC

        its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 
	 	PAA FINANCE CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 



Signature Page to Sixteenth Supplemental Indenture



1 of 10









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUBSIDIARY GUARANTORS:



PLAINS MARKETING GP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 
	 	PLAINS MARKETING, L.P.




By: PLAINS MARKETING GP INC.

        its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 
	 	PLAINS PIPELINE, L.P.



By: PLAINS MARKETING GP INC.

        its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 



Signature Page to Sixteenth Supplemental Indenture


2 of 10









 






	 	 	 	 	 



	 	 	 	 	 
	 	PACIFIC ENERGY GROUP LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 
	 	PACIFIC L.A. MARINE TERMINAL LLC




By: PACIFIC ENERGY GROUP LLC

        its Sole Member

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	ROCKY MOUNTAIN PIPELINE SYSTEM LLC




By: PACIFIC ENERGY GROUP LLC

        its Sole Member

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 


 Signature Page to Sixteenth Supplemental Indenture


3 of 10









 






	 	 	 	 	 



	 	 	 	 	 
	 	PLAINS PRODUCTS TERMINALS LLC





By: PLAINS MARKETING, L.P.

        its Sole Member





By: PLAINS MARKETING GP INC.

        Its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 
	 	RANCHO LPG HOLDINGS LLC



By: PLAINS LPG SERVICES, L.P.

        its Sole Member



By: PLAINS LPG SERVICES GP, LLC

        its General Partner



By: PLAINS MARKETING, L.P.

        its Sole Member



By: PLAINS MARKETING GP INC.

        its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 



Signature Page to Sixteenth Supplemental Indenture


4 of 10









 






	 	 	 	 	 



	 	 	 	 	 
	 	PLAINS MARKETING CANADA LLC




By: PLAINS MARKETING, L.P.

        its Sole Member



By: PLAINS MARKETING GP INC.

        its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 
	 	PMC (NOVA SCOTIA) COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Vice President — Finance 	 
	 
	 	PLAINS MARKETING CANADA, L.P.




By: PMC (NOVA SCOTIA) COMPANY

        its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Vice President — Finance 	 




Signature Page to Sixteenth Supplemental Indenture


5 of 10









 






	 	 	 	 	 



	 	 	 	 	 
	 	PLAINS LPG SERVICES GP LLC




By: PLAINS MARKETING, L.P.

        its Sole Member



By: PLAINS MARKETING GP INC.

        its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 
	 	PLAINS TOWING LLC



By: PLAINS MARKETING, L.P.

        its Sole Member



By: PLAINS MARKETING GP INC.

        its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 
	 	PICSCO LLC



By: PLAINS MARKETING, L.P.

        its Sole Member



By: PLAINS MARKETING GP INC.

        its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 



Signature Page to Sixteenth Supplemental Indenture


6 of 10









 






	 	 	 	 	 



	 	 	 	 	 
	 	PLAINS MIDSTREAM GP LLC




By: PLAINS MARKETING, L.P.

        its Sole Member



By: PLAINS MARKETING GP INC.

        its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 
	 	PLAINS MIDSTREAM, L.P.




By: PLAINS MIDSTREAM GP LLC

        its General Partner



By: PLAINS MARKETING, L.P.

        its Sole Member



By: PLAINS MARKETING GP INC.

        its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 




Signature Page to Sixteenth Supplemental Indenture


7 of 10









 






	 	 	 	 	 



	 	 	 	 	 
	 	PLAINS MIDSTREAM CANADA ULC

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Vice President — Finance 	 
	 
	 	AURORA PIPELINE COMPANY LTD.

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Vice President — Finance 	 
	 
	 	PLAINS LPG SERVICES, L.P.




By: PLAINS LPG SERVICES GP LLC

        its General Partner



By: PLAINS MARKETING, L.P.

        its Sole Member



By: PLAINS MARKETING GP INC.

        its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 



Signature Page to Sixteenth Supplemental Indenture


8 of 10









 






	 	 	 	 	 



	 	 	 	 	 
	 	LONE STAR TRUCKING, LLC



By: PLAINS LPG SERVICES, L.P.

        its Sole Member



By: PLAINS LPG SERVICES GP LLC

        its General Partner



By: PLAINS MARKETING, L.P.

        its Sole Member



By: PLAINS MARKETING GP INC.

        its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and

Chief Financial Officer 	 



Signature Page to Sixteenth Supplemental Indenture


9 of 10









 






	 	 	 	 	 



	 	 	 	 	 
	 	TRUSTEE:


U.S. BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	Steven Finklea  	 
	 	 	Title:  	Vice President 	 




Signature Page to Sixteenth Supplemental Indenture


10 of 10









 






	 	 	 	 	 



EXHIBIT A




(Form of Face of Note)




			
	 	 	 
	CUSIP 72650RAV4
	 	No. ___
	ISIN US72650RAV42
	 	$                    






PLAINS ALL AMERICAN PIPELINE, L.P.

PAA FINANCE CORP.




4.25% Senior Notes due 2012



Plains All American Pipeline, L.P., a Delaware limited partnership, and PAA Finance Corp., a
Delaware corporation, jointly and severally promise to pay to                     , or registered assigns,
the principal sum of                      Dollars [or such greater or lesser amount as may be endorsed
on the Schedule attached hereto]1 on September 1, 2012.



Interest Payment Dates: March 1 and September 1

Record Dates: February 15 and August 15




	 	 	 	 	 
	 	PLAINS ALL AMERICAN PIPELINE, L.P.



By: PAA GP LLC, its General Partner



By: Plains AAP, L.P., its Sole Member



By: Plains All American GP LLC, its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PAA FINANCE CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



TRUSTEE’S CERTIFICATE OF

AUTHENTICATION



This is one of the Debt Securities of the series designated therein referred to in the
within-mentioned Indenture.




	 	 	 	 	 
	U.S. BANK NATIONAL ASSOCIATION,
as Trustee

 	 
	By:  	 	 
	 	Authorized Signatory 	 
	 	Dated: 	 
	 





 




			
	1	 	To be included only if the Note is issued in global
form.






A-1









 










(Form of Back of Note)




4.25% Senior Notes due 2012



[THIS GLOBAL SECURITY IS HELD BY OR ON BEHALF OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.08 OF THE ORIGINAL INDENTURE, (B) THIS
GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.15 OF THE ORIGINAL
INDENTURE, (C) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
SECTION 2.10 OF THE ORIGINAL INDENTURE AND (D) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY OR ITS NOMINEE WITH THE PRIOR WRITTEN CONSENT OF THE ISSUERS.]2




          Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.




          1. Interest. Plains All American Pipeline, L.P., a Delaware limited partnership (the
“Partnership”), and PAA Finance Corp., a Delaware corporation (“PAA Finance” and, together with the
Partnership, the “Issuers”), jointly and severally promise to pay interest on the principal amount
of this Note at 4.25% per annum from July 23, 2009 until maturity. The Issuers shall pay interest
semi-annually on March 1 and September 1 of each such year, or if any such day is not a Business
Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes
shall accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance. The first Interest Payment Date shall be March 1, 2010. The
Issuers shall pay interest (including post-petition interest in any proceeding under any Bankruptcy
Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per
annum in excess of the rate then in effect; and they shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without
regard to any applicable grace periods) from time to time on demand at the same rate to the extent
lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.




          2. Method of Payment. The Issuers shall pay interest on the Notes (except defaulted
interest) to the Persons who are registered Holders of Notes at the close of business on the
February 15 or August 15 next preceding the Interest Payment Date, even if such Notes are canceled
after such record date and on or before such Interest Payment Date, except as provided in Section
2.17 of the Original Indenture with respect to defaulted interest, and the Issuers shall pay
principal (and premium, if any) of the Notes upon surrender thereof to the Trustee or a paying
agent on or after the Stated Maturity thereof. The Notes shall be payable as to principal,






 




			
	2	 	To be included only if the Note is issued in global
form.




A-2









 









premium, if any, and interest at the office or agency of the Trustee maintained for such purpose
within or without The City and State of New York, or, at the option of the Issuers, payment of
interest may be made by check mailed to the Holders at their addresses set forth in the register of
Holders, and provided that payment by wire transfer of immediately available funds shall be
required with respect to principal of and interest and premium, if any, on, each Global Security
and all other Notes the Holders of which shall have provided wire transfer instructions to the
Issuers or the paying agent on or prior to the applicable record date. Such payment shall be in
such coin or currency of the United States of America as at the time of payment is legal tender for
payment of public and private debts.




          3. Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee
under the Indenture, shall act as paying agent and Registrar. The Issuers may change any paying
agent or Registrar without notice to any Holder. The Issuers or any of their Subsidiaries may act
in any such capacity.




          4. Indenture. The Issuers issued the Notes under an Indenture dated as of September
25, 2002 (the “Original Indenture”), as supplemented by the Sixteenth Supplemental Indenture dated
as of July 23, 2009 (the “Supplemental Indenture” and, together with the Original Indenture, the
“Indenture”) among the Issuers and the Trustee and, with respect to the Supplemental Indenture, the
subsidiary guarantors signatory thereto (the “Subsidiary Guarantors”). The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code §§ 77aaa-77bbbb). The Notes are subject to
all such terms, and Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are joint
and several obligations of the Issuers initially in aggregate principal amount of $500 million.
The Issuers may issue an unlimited aggregate principal amount of Additional Notes under the
Indenture. Any such Additional Notes that are actually issued shall be treated as issued and
outstanding Notes (and as the same series (with identical terms other than with respect to the
issue date, the date of first payment of interest, if applicable, and the payment of interest
accruing prior to the issue date) as the initial Notes) for all purposes of the Indenture,
including waivers, amendments, redemptions and offers to purchase. To secure the due and punctual
payment of the principal and interest on the Notes and all other amounts payable by the Issuers
under the Indenture and the Notes when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the
Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and
the Notes on a senior basis pursuant to the terms of the Indenture.




          5. Optional Redemption.






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



          (b) To redeem the Notes, the Issuers must pay a redemption price equal to the greater of (a)
100% of the principal amount of the Notes to be redeemed, and (b) as determined by the Quotation
Agent (as defined below), the sum of the present values of the remaining




A-3









 







scheduled payments of principal and interest on the Notes to be redeemed (not including any
portion of those payments of interest accrued as of the date of redemption) discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate (as defined below) plus 40 basis points, plus, in either case,
accrued and unpaid interest to the date of redemption (subject to the right of Holders on the
relevant record date to receive interest due on the relevant interest payment date).




          For purposes of determining any redemption price, the following definitions shall apply:




          “Adjusted Treasury Rate” means, with respect to any date of redemption, the rate per annum
equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for the date of redemption.




          “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the Notes.




          “Comparable Treasury Price” means, with respect to any date of redemption, (a) the average of
the Reference Treasury Dealer Quotations for the date of redemption, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than four
Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.




          “Quotation Agent” means J.P. Morgan Securities Inc. or another Reference Treasury Dealer
appointed by the Issuers.




          “Reference Treasury Dealer” means each of J.P. Morgan Securities Inc., BNP Paribas Securities
Corp., a Primary Treasury Dealer (as defined below) selected by Wells Fargo Securities, LLC, plus
one other dealer selected by the Trustee that is a Primary Treasury Dealer and each of their
successors; provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in the United States (a “Primary Treasury Dealer”), the Partnership
shall substitute another Primary Treasury Dealer.




          “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any date of redemption, the average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding that date of redemption.




          6. Notice of Redemption. Notice of redemption shall be mailed at least 30 days but
not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at
its registered address. Notes in denominations larger than $2,000 may be redeemed
in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to
be




A-4









 







redeemed. Unless the Issuers default in payment of the redemption price, on and after the
redemption date interest ceases to accrue on Notes or portions thereof called for redemption.




          7. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in minimum denominations of $2,000 and integral multiples of $1,000. The transfer of Notes
may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Issuers may require a Holder to pay any taxes or other governmental charges
required by law or permitted by the Indenture. The Issuers need not exchange or register the
transfer of any Note or portion of a Note selected for redemption or repurchase, except for the
unredeemed or unrepurchased portion of any Note being redeemed or repurchased in part. Also, the
Issuers need not exchange or register the transfer of any Notes for a period of 15 days before a
selection of Notes to be redeemed or repurchased or during the period between a record date and the
corresponding Interest Payment Date.




          8. Persons Deemed Owners. The registered Holder of a Note shall be treated as its
owner for all purposes.




          9. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or
the Notes may be amended or supplemented with the consent of the Holders of a majority in aggregate
principal amount of the then Outstanding Notes, and any existing default or compliance with any
provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority
in aggregate principal amount of the then Outstanding Notes. Without the consent of any Holder of
a Note, the Indenture or the Notes may be amended or supplemented for any of the purposes set forth
in Section 9.01 of the Original Indenture (as amended by the Supplemental Indenture), including to
cure any ambiguity, defect or inconsistency, to provide for the assumption of an Issuer’s
obligations to Holders of the Notes in case of a merger or consolidation of such Issuer or sale of
all or substantially all of such Issuer’s assets, to add or release Subsidiary Guarantors (or their
successors) pursuant to the terms of the Indenture, to make any change that would provide any
additional rights or benefits to the Holders of the Notes or that does not adversely affect the
legal rights under the Indenture of any Holder of the Notes, to comply with the requirements of the
Commission to permit the qualification of the Indenture under the Trust Indenture Act, to evidence
or provide for the acceptance of appointment under the Indenture of a successor Trustee, to add any
additional Events of Default, to secure the Notes or the Guarantees or to establish the form or
terms of any other series of Debt Securities.




          10. Defaults and Remedies. Events of Default with respect to the Notes include: (i)
default for 60 days in the payment when due of interest on the Notes; (ii) default in payment when
due of principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise,
(iii) failure by an Issuer or any Subsidiary Guarantor for 90 days after notice to comply with any
of the other agreements in the Indenture (provided that notice need not be given, and an
Event of Default shall occur, 90 days after any breach of the provisions of Section 6.01 of the
Supplemental Indenture); (iv) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Debt of an Issuer or any of the
Partnership’s Subsidiaries (or the payment of which is guaranteed by the





A-5









 







Partnership or
any of its Subsidiaries), whether such Debt or guarantee now exists or is created after the
Issue Date, if that default (a) is caused by a failure to pay principal of or premium, if any, or
interest on such Debt prior to the expiration of the grace period provided in such Debt (a “Payment
Default”) or (b) results in the acceleration of the maturity of such Debt to a date prior to its
original stated maturity, and, in each case described in clause (a) or (b), the principal amount of
any such Debt, together with the principal amount of any other such Debt under which there has been
a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or
more, subject to the proviso set forth in Section 7.01(a)(iv) of the Supplemental Indenture; (v)
except as permitted by the Indenture, any Guarantee shall cease for any reason to be in full force
and effect (except as otherwise provided in the Indenture) or is declared null and void in a
judicial proceeding or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary
Guarantor, shall deny or disaffirm its obligations under the Indenture or its Guarantee and (vi)
certain events of bankruptcy or insolvency with respect to an Issuer or any of the Subsidiary
Guarantors. If any Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the then Outstanding Notes may declare all the Notes to
be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency involving an Issuer, but not any Subsidiary Guarantor,
all Outstanding Notes shall become due and payable without further action or notice. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then Outstanding Notes may
direct the Trustee in its exercise of any trust or power. If and so long as the board of
directors, an executive committee of the board of directors or trust committee of Responsible
Officers of the Trustee in good faith so determines, the Trustee may withhold from Holders of the
Notes notice of any continuing Default (except a Default relating to the payment of principal,
premium, if any, or interest) if it determines that withholding notice is in their interests. The
Holders of a majority in aggregate principal amount of the Notes then Outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any past Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of Default in the
payment of interest on, the principal of, or premium, if any, on the Notes or any other Default
specified in Section 6.06 of the Original Indenture. The Issuers and the Subsidiary Guarantors are
required to deliver to the Trustee annually a statement regarding compliance with the Indenture,
and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to
the Trustee a statement specifying such Default or Event of Default.




          11. Trustee Dealings with Issuers. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Issuers or their
Affiliates, and may otherwise deal with the Issuers or their Affiliates, as if it were not the
Trustee.




          12. No Recourse Against Others. The General Partner and its directors, officers,
employees and members (in their capacities as such) shall not have any liability for any
obligations of the Issuers under the Notes. In addition, the Managing General Partner and its
directors, officers, employees and members shall not have any liability for any obligations of the
Issuers under the Notes. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Notes.




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          13. Authentication. This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.




          14. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).




          15. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Issuers have caused CUSIP and corresponding ISIN
numbers to be printed on the Notes, and the Trustee may use CUSIP and corresponding ISIN numbers in
notices of redemption as a convenience to Holders. No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers placed thereon.




          The Issuers shall furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:



Plains All American Pipeline, L.P.

333 Clay Street, Suite 1600

Houston, Texas 77002

Attention: Investor Relations




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Assignment Form



To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to




 
(Insert assignee’s soc. sec. or tax I.D. no.)




 





 





 





 





(Print or type assignee’s name, address and zip code)



and
irrevocably appoint 




agent to transfer this Note on the books of the Issuers. The agent may substitute another to act
for him.




Date:                     




	 	 	 	 	 
	 

	 	Your Signature:	 	 
	 

	 	 	 	 

	 

	 	 	 	(Sign exactly as your name appears on the face of this Note)






	 	 	 
	Signature Guarantee:
	 	 
	 

	 	 
	 

	 	(Signature must be guaranteed by a financial institution that is a member
of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock
Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc.
Medallion Signature Program (“MSP”) or such other signature guarantee
program as may be determined by the Registrar in addition to, or in
substitution for, STAMP, SEMP or MSP, all in accordance with the Securities
Exchange Act of 1934, as amended.)






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SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE3




          The original principal amount of this Global Note is $500,000,000. The following increases or
decreases in this Global Note have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal	 	 
	 	 	 	 	Amount of	 	Amount of	 	Amount of	 	Signature of
	 	 	 	 	decrease in	 	increase in	 	this Global Note	 	authorized
	 	 	 	 	Principal Amount	 	Principal Amount	 	following such	 	signatory of
	Date of	 	of	 	of	 	decrease	 	Trustee or Note
	Exchange	 	this Global Note	 	this Global Note	 	(or increase)	 	Custodian







 




			
	3	 	To be included only if the Note is issued in global
form.




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EXHIBIT B




FORM OF SUPPLEMENTAL INDENTURE




     SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), dated as of ____________, among
Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), PAA Finance
Corp., a Delaware corporation (“PAA Finance” and, together with the Partnership, the “Issuers”),
_______________
(the “Subsidiary Guarantor”), a direct or indirect subsidiary of Plains
All American Pipeline, L.P. (or its successor), a Delaware limited partnership (the “Partnership”),
and U.S. Bank National Association, as trustee under the indenture referred to below (the
“Trustee”).



WITNESSETH




          WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the
“Original Indenture”), dated as of September 25, 2002, as supplemented by the Sixteenth
Supplemental Indenture (the “Sixteenth Supplemental Indenture” and, together with the Original
Indenture, the “Indenture”) dated as of July 23, 2009, among the Issuers, the Subsidiary Guarantors
and the Trustee, providing for the issuance of the Issuers’ 4.25% Senior Notes due 2012 (the
“Notes”);




          WHEREAS, Section 5.05 of the Sixteenth Supplemental Indenture provides that under certain
circumstances the Partnership is required to cause the Subsidiary Guarantor to execute and deliver
to the Trustee a supplemental indenture pursuant to which the Subsidiary Guarantor shall
unconditionally guarantee all of the Issuers’ obligations under the Notes pursuant to a Guarantee
on the terms and conditions set forth herein; and




          WHEREAS, pursuant to Section 9.01 of the Original Indenture, the Issuers and the Trustee are
authorized to execute and deliver this Supplemental Indenture;




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




          1. Definitions.




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




          (b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly
provided or unless the context otherwise requires: (i) the terms and expressions used herein shall
have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the
words “herein,” “hereof” and “hereby” and other words of similar import




B-1









 







used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to
any particular section hereof.




          2. Agreement to Guarantee. The Subsidiary Guarantor hereby agrees, jointly and
severally with all other Subsidiary Guarantors under the Indenture, to guarantee the Issuers’
obligations under the Notes on the terms and subject to the conditions set forth in Article IX of
the Sixteenth Supplemental Indenture and to be bound by all other applicable provisions of the
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in full force and
effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every
holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.




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




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




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




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




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




	 	 	 	 	 
	 	PLAINS ALL AMERICAN PIPELINE, L.P.





By: PAA GP LLC, its General Partner





By: Plains AAP, L.P., its Sole Member





By: Plains All American GP LLC, its General Partner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PAA FINANCE CORP.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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	 	[SUBSIDIARY GUARANTOR],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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