Exhibit 4.21


 


EXECUTION COPY


 


This FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of December 17, 2008, is among Plains All American Pipeline,
L.P., a Delaware limited partnership (“Plains”), PAA Finance Corp., a Delaware
corporation formerly known as Pacific Energy Finance Corporation (“Finance Corp”),
each of the parties identified under the caption “Subsidiary Guarantors” on the
signature pages hereof (the “Guarantors”) and Wells Fargo Bank, National
Association, a national association, as Trustee.


 


RECITALS


 


WHEREAS, Pacific Energy Partners, L.P., a
Delaware limited partnership (“Pacific Energy”), Pacific Energy Finance Corporation,
the initial Guarantors and the Trustee entered into an Indenture, dated as of June 16,
2004 (the “Indenture”), pursuant to which Pacific Energy and Pacific Energy
Finance Corporation co-issued $250 million in aggregate principal amount of 7
1/8% Senior Notes due 2014 (the “Notes”), all of which are currently
outstanding;


 


WHEREAS, Pacific Energy, Pacific Energy
Finance Corporation, the initial Guarantors and the Trustee entered into a
First Supplemental Indenture, dated as of March 3, 2005;


 


WHEREAS, Pacific Energy, Pacific Energy
Finance Corporation, the initial Guarantors, Pacific Atlantic Terminals LLC and
the Trustee entered into a Second Supplemental Indenture, dated as of September 23,
2005, in order to add Pacific Atlantic Terminals LLC as a Guarantor;


 


WHEREAS, Pacific Energy merged with and into
Plains on November 15, 2006, with Plains being the survivor of such merger,
and in that connection Plains, Pacific Energy Finance Corporation, the
Guarantors named therein and the Trustee entered into the Third Supplemental
Indenture pursuant to which, among other things, Plains unconditionally assumed
all of the obligations of Pacific Energy under the Indenture and under the
Notes;


 


WHEREAS, Plains, Pacific Energy Finance
Corporation and the Guarantors named therein entered into a Fourth Supplemental
Indenture, dated as of January 1, 2008, in order to add such Guarantors to
the Indenture;


 


WHEREAS, on July 1, 2008, Pacific Energy
Finance Corporation merged with PAA Finance Corp., with Pacific Energy Finance
Corporation being the survivor of such merger, and in that connection Pacific
Energy Finance Corporation changed its corporate name to PAA Finance Corp.;


 


WHEREAS, Section 9.01(d) of the Indenture
provides that Plains, Finance Corp, the Guarantors and the Trustee may amend or
supplement the Indenture to make changes to conform the Indenture to the
Offering Memorandum relating to the Notes, without the consent of the Holders
of the Notes;


 


WHEREAS, Section 4.18 of the Indenture
does not conform to the Offering Memorandum due to the failure of such Section to
refer to Section 4.10 of the Indenture as being among those Sections of
the Indenture that are subject to covenant termination, a fact made clear by
the section of the Offering Memorandum captioned “Covenant Termination,” excerpts
from which Offering Memorandum are attached to this Supplemental Indenture as Exhibit A
for ready reference; and


 

















 


WHEREAS, all acts and things prescribed by the
Indenture, by law and by the Certificate of Incorporation and the Bylaws (or
comparable constituent documents) of Plains, Finance Corp, the Guarantors and
of the Trustee necessary to make this Supplemental Indenture a valid instrument
legally binding on Plains, Finance Corp, the Guarantors and the Trustee, in accordance
with its terms, have been duly done and performed;


 


NOW, THEREFORE, in consideration of the above
premises, Plains, Finance Corp, the Guarantors and the Trustee covenant and
agree for the equal and proportionate benefit of the respective Holders of the
Notes as follows:


 


ARTICLE I


 


Section 1.01.        This
Supplemental Indenture is supplemental to the Indenture and does and shall be
deemed to form a part of, and shall be construed in connection with and as part
of, the Indenture for any and all purposes.


 


Section 1.02.        This
Supplemental Indenture shall become effective immediately upon its execution
and delivery by each of Plains, Finance Corp, the Guarantors and the Trustee.


 


ARTICLE II


 


Section 2.01.        Section 4.18
of the Indenture is hereby amended by adding “4.10,” immediately after the
reference to “4.09,” in clause (b) of the first sentence of Section 4.18.


 


ARTICLE III


 


Section 3.01.        Except
as specifically modified herein, the Indenture and the Notes are in all
respects ratified and confirmed (mutatis mutandis)
and shall remain in full force and effect in accordance with their terms with
all capitalized terms used herein without definition having the same respective
meanings ascribed to them as in the Indenture.


 


Section 3.02.        Except
as otherwise expressly provided herein, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Supplemental Indenture. 
This Supplemental Indenture is executed and accepted by the Trustee
subject to all the terms and conditions set forth in the Indenture with the
same force and effect as if those terms and conditions were repeated at length
herein and made applicable to the Trustee with respect hereto.


 


Section 3.03.        The
Trustee makes no representation as to the validity or sufficiency of this
Supplemental Indenture.


 


Section 3.04.        THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


 


2

















 


Section 3.05.        The
parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but
all of such executed copies together shall represent the same agreement.


 


3

















 


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


 


	
   

  	
   

  	
  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:

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PAA FINANCE CORP.

  
	
   

  	
   

  	
  (f/k/a Pacific Energy Finance Corporation)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President
  and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SUBSIDIARY
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAINS MARKETING GP INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  



 


[Signature Page to Fifth Supplemental Indenture]


 

















 


	
   

  	
   

  	
  PLAINS MARKETING, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PLAINS
  MARKETING GP INC.

  
	
   

  	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Al
  Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAINS PIPELINE, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PLAINS MARKETING GP INC.

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PACIFIC ENERGY GROUP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PACIFIC LA MARINE TERMINAL LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PACIFIC
  ENERGY GROUP LLC

  
	
   

  	
   

  	
   

  	
  its Sole
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  



 


[Signature Page to Fifth Supplemental Indenture]


 

















 


	
   

  	
   

  	
  ROCKY MOUNTAIN PIPELINE SYSTEM LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PACIFIC ENERGY GROUP LLC

  
	
   

  	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Al
  Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PACIFIC
  ATLANTIC TERMINALS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PACIFIC
  ENERGY GROUP LLC

  
	
   

  	
   

  	
   

  	
  its Sole
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  



 


[Signature Page to Fifth Supplemental Indenture]


 

















 


	
   

  	
   

  	
  PLAINS
  MARKETING CANADA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PLAINS
  MARKETING, L.P.

  
	
   

  	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PLAINS MARKETING GP INC.

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PMC (NOVA SCOTIA) COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Vice President
  – Finance

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAINS MARKETING CANADA, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  PMC (NOVA SCOTIA) COMPANY

  
	
   

  	
   

  	
   

  	
     its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Vice
  President – Finance

  



 


[Signature Page to Fifth Supplemental Indenture]


 

















 


	
   

  	
   

  	
  PLAINS
  LPG SERVICES GP LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PLAINS MARKETING, L.P.

  
	
   

  	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PLAINS MARKETING GP INC.

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  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: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  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: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  



 


[Signature Page to Fifth
Supplemental Indenture]


 

















 


	
   

  	
   

  	
  PLAINS MIDSTREAM GP LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PLAINS
  MARKETING, L.P.

  
	
   

  	
   

  	
   

  	
  its Sole
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PLAINS MARKETING GP INC.

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  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: 

  	
   

  	
  /s/ Al
  Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PLAINS MIDSTREAM CANADA ULC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Vice
  President – Finance

  



 


[Signature Page to Fifth Supplemental Indenture]


 

















 


	
   

  	
   

  	
  AURORA PIPELINE COMPANY LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Al
  Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  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: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BASIN HOLDINGS GP LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PLAINS
  PIPELINE, L.P.

  
	
   

  	
   

  	
   

  	
  its Sole
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PLAINS
  MARKETING GP INC.

  
	
   

  	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Al
  Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  



 


[Signature Page to Fifth Supplemental Indenture]


 

















 


	
   

  	
   

  	
  BASIN PIPELINE HOLDINGS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  BASIN
  HOLDINGS GP LLC

  
	
   

  	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PLAINS
  PIPELINE, L.P.

  
	
   

  	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  PLAINS MARKETING GP INC.

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  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: 

  	
   

  	
  /s/ Al
  Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President and

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  



 


[Signature Page to Fifth Supplemental Indenture]


 

















 


	
   

  	
   

  	
  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: 

  	
   

  	
  /s/ Al
  Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Al Swanson

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President &

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRUSTEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WELLS FARGO BANK NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
   

  	
  /s/ Maddy Hall

  
	
   

  	
   

  	
   

  	
   

  	
  Name: 

  	
  Maddy Hall

  
	
   

  	
   

  	
   

  	
   

  	
  Title: 

  	
  Vice President

  



 


[Signature Page to Fifth Supplemental Indenture]