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Exhibit 10.1    
    






 

INTERIM 364-DAY CREDIT AGREEMENT  




PLAINS ALL AMERICAN PIPELINE, L.P., as Borrower, 


BANK
ONE, NA, as Administrative Agent, 


FLEET
NATIONAL BANK,

as Syndication Agent, 


WACHOVIA
BANK, NATIONAL ASSOCIATION,

as Documentation Agent, 


BANC
ONE CAPITAL MARKETS, INC. and FLEET SECURITIES, INC.,

as Co-Lead Arrangers 


and 


BANC
ONE CAPITAL MARKETS, INC., as Sole Book Manager, 


and
CERTAIN FINANCIAL INSTITUTIONS, as Lenders 




$200,000,000
364-Day Revolving Credit Facility 


April 1, 2004  


 



  







TABLE OF CONTENTS  



	 
	 	Page

	ARTICLE I—Definitions and References	 	1
	 	Section 1.1. Defined Terms	 	1
	 	Section 1.2. Exhibits and Schedules; Additional Definitions	 	12
	 	Section 1.3. Amendment of Defined Instruments	 	12
	 	Section 1.4. References and Titles	 	12
	 	Section 1.5. Calculations and Determinations	 	12
	

ARTICLE II—The Loans	
 	

13
	 	Section 2.1. Commitments to Lend; Notes	 	13
	 	Section 2.2. Requests for Loans	 	13
	 	Section 2.3. Continuations and Conversions of Existing Loans	 	14
	 	Section 2.4. Use of Proceeds	 	15
	 	Section 2.5. Interest Rates and Fees	 	15
	 	Section 2.6. Intentionally Omitted	 	16
	 	Section 2.7. Conversion to Term Loan	 	16
	 	Section 2.8. Optional Prepayments	 	16
	 	Section 2.9. Mandatory Commitment Reductions and Prepayments	 	16
	

ARTICLE III—Payments to Lenders	
 	

17
	 	Section 3.1. General Procedures	 	17
	 	Section 3.2. Capital Reimbursement	 	17
	 	Section 3.3. Increased Cost of LIBOR Loans	 	18
	 	Section 3.4. Notice; Change of Applicable Lending Office	 	18
	 	Section 3.5. Availability	 	18
	 	Section 3.6. Funding Losses	 	19
	 	Section 3.7. Reimbursable Taxes	 	19
	 	Section 3.8. Replacement of Lenders	 	20
	

ARTICLE IV—Conditions Precedent to Lending	
 	

20
	 	Section 4.1. Documents to be Delivered	 	20
	 	Section 4.2. Additional Conditions Precedent	 	22
	

ARTICLE V—Representations and Warranties	
 	

23
	 	Section 5.1. No Default	 	23
	 	Section 5.2. Organization and Good Standing	 	23
	 	Section 5.3. Authorization	 	23
	 	Section 5.4. No Conflicts or Consents	 	23
	 	Section 5.5. Enforceable Obligations	 	23
	 	Section 5.6. Initial Financial Statements	 	23
	 	Section 5.7. Other Obligations and Restrictions	 	23
	 	Section 5.8. Full Disclosure	 	24
	 	Section 5.9. Litigation	 	24
	 	Section 5.10. ERISA Plans and Liabilities	 	24
	 	Section 5.11. Compliance with Permits, Consents and Law	 	24
	 	Section 5.12. Environmental Laws	 	25
	 	Section 5.13. Borrower's Subsidiaries	 	25
	 	Section 5.14. Title to Properties	 	25
	 	Section 5.15. Government Regulation	 	25
	 	Section 5.16. Insider	 	25
	 	Section 5.17. Solvency	 	25
	 	Section 5.18. Not a "Reportable Transaction"	 	26
	 	 	 









	

ARTICLE VI—Affirmative Covenants	
 	

26
	 	Section 6.1. Payment and Performance	 	26
	 	Section 6.2. Books, Financial Statements and Reports	 	26
	 	Section 6.3. Other Information and Inspections	 	27
	 	Section 6.4. Notice of Material Events	 	28
	 	Section 6.5. Maintenance of Existence, Qualifications and Assets	 	28
	 	Section 6.6. Payment of Taxes, etc.	 	28
	 	Section 6.7. Insurance	 	28
	 	Section 6.8. Compliance with Agreements and Law	 	29
	 	Section 6.9. Guaranties of Subsidiaries	 	29
	

ARTICLE VII—Negative Covenants	
 	

29
	 	Section 7.1. Subsidiary Indebtedness	 	29
	 	Section 7.2. Limitation on Liens	 	30
	 	Section 7.3. Limitation on Mergers	 	31
	 	Section 7.4. Limitation on New Businesses	 	32
	 	Section 7.5. Transactions with Affiliates	 	32
	 	Section 7.6. Limitation on Distributions	 	32
	 	Section 7.7. Restricted Contracts	 	32
	 	Section 7.8. Debt Coverage Ratio	 	33
	 	Section 7.9. Interest Coverage Ratio	 	33
	 	Section 7.10. Unrestricted Subsidiaries	 	33
	 	Section 7.11. No Negative Pledges	 	34
	

ARTICLE VIII—Events of Default and Remedies	
 	

34
	 	Section 8.1. Events of Default	 	34
	 	Section 8.2. Remedies	 	36
	

ARTICLE IX—Administrative Agent	
 	

36
	 	Section 9.1. Appointment and Authority	 	36
	 	Section 9.2. Exculpation, Administrative Agent's Reliance, Etc.	 	36
	 	Section 9.3. Credit Decisions	 	37
	 	Section 9.4. Indemnification	 	37
	 	Section 9.5. Rights as Lender	 	38
	 	Section 9.6. Sharing of Set-Offs and Other Payments	 	38
	 	Section 9.7. Investments	 	38
	 	Section 9.8. Benefit of Article IX	 	38
	 	Section 9.9. Resignation	 	39
	 	Section 9.10. Other Agents	 	39
	

ARTICLE X—Miscellaneous	
 	

39
	 	Section 10.1. Waivers and Amendments; Acknowledgments	 	39
	 	Section 10.2. Survival of Agreements; Cumulative Nature	 	40
	 	Section 10.3. Notices	 	40
	 	Section 10.4. Payment of Expenses; Indemnity	 	41
	 	Section 10.5. Joint and Several Liability; Parties in Interest; Assignments; Replacement Notes	 	42
	 	Section 10.6. Confidentiality	 	44
	 	Section 10.7. Governing Law; Submission to Process	 	44
	 	Section 10.8. Limitation on Interest	 	45
	 	Section 10.9. Right of Offset	 	46
	 	Section 10.10. Termination; Limited Survival	 	46
	 	Section 10.11. Severability	 	46
	 	Section 10.12. Counterparts	 	46
	 	Section 10.13. Waiver of Jury Trial, Punitive Damages, etc.	 	46










Schedules and Exhibits:  


Schedule 1—Lender
Schedule

Schedule 2—Disclosure Schedule

Schedule 3—Pricing Grid 


Exhibit A—Note

Exhibit B—Borrowing Notice

Exhibit C—Continuation/Conversion Notice

Exhibit D—Certificate Accompanying Financial Statements

Exhibit E-1—Opinion of In-House Counsel for Restricted Persons

Exhibit E-2—Opinion of Fulbright & Jaworski L.L.P., Counsel for Restricted Persons

Exhibit E-3—Opinion of Bennett Jones, Canadian Counsel for Restricted Persons

Exhibit F—Assignment and Acceptance Agreement 









 
 

INTERIM 364-DAY CREDIT AGREEMENT    
    


        THIS INTERIM 364-DAY CREDIT AGREEMENT is made as of April 1, 2004, by and among PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited
partnership ("Borrower"), BANK ONE, NA, as administrative agent (in such capacity, "Administrative
Agent"), FLEET NATIONAL BANK, as syndication agent (in such capacity, "Syndication Agent"), WACHOVIA BANK, NATIONAL ASSOCIATION,
as documentation agent (in such capacity, "Documentation Agent"), BANC ONE CAPITAL MARKETS, INC. and FLEET SECURITIES INC., as
co-lead arrangers, BANC ONE CAPITAL MARKETS, INC. as sole book manager, and the Lenders referred to below. In consideration of the mutual covenants and agreements contained herein
the parties hereto agree as follows: 


W
I T N E S S E T H 


        In
consideration of the mutual covenants and agreements contained herein and in consideration of the loans which may hereafter by made by Lenders to Borrower, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 


ARTICLE
I—Definitions and References


        Section 1.1.    Defined Terms.    As used in this Agreement, each of the following terms has the meaning given
to such term in this Section 1.1 or in the sections and subsections referred to below: 



        "Acquisition Period" means the period beginning, at the election of Borrower, with the funding date of the purchase price for a Specified
Acquisition and ending on the earliest of (a) the third following Fiscal Quarter end, (b) Borrower's receipt of proceeds of a Specified Equity Offering; and (c) Borrower's
election in writing to terminate such Acquisition Period (provided, at the time of such election, the Debt Coverage Ratio shall not, on a pro forma
basis, exceed 4.50 to 1.00); provided, however, if the Debt Coverage Ratio exceeds 4.50 to 1.00 at the
end of the Fiscal Quarter ending next following such funding date, then the Acquisition Period shall be deemed to have commenced as of such funding date;  provided, further, during any Acquisition Period, no additional Acquisition Period shall commence, nor
shall such Acquisition Period be extended, by any subsequent Specified Acquisition until the current Acquisition Period shall have expired and Borrower shall be in compliance with
Section 7.8(ii). 


        "Administrative Agent" means Bank One, NA, as Administrative Agent hereunder, and its successors in such capacity. 


        "Affiliate" means, as to any Person, each other Person that directly or indirectly (through one or more intermediaries or otherwise)
controls, is controlled by, or is under common control with, such Person. A Person shall be deemed to be "controlled by" any other Person if such other Person possesses, directly or indirectly, power
to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. 


        "Agreement" means this Credit Agreement. 


        "Applicable Lending Office" means, for each Lender and for each Type of Loan, the "Lending Office" of such Lender (or of an Affiliate of
such Lender) designated for such Type of Loan on the Lender Schedule or such other office of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to Administrative
Agent and Borrower by written notice in accordance with the terms hereof as the office by which its Loans of such Type are to be made and maintained. 


        "Applicable Margin" means, as to any Type of Loan, the percent per annum set forth on the Pricing Grid as the "Applicable Margin" for such
Type of Loan, based on the Applicable Rating Level in effect on such date. Changes in the Applicable Margin will occur automatically without prior notice as changes in the Applicable Rating Level
occur. Administrative Agent will give notice promptly to Borrower and Lenders of changes in the Applicable Margin. 







 



        "Applicable Rating Level" means for any day, the level set forth below that corresponds to the PAA Debt Rating by the Ratings Agencies
applicable on such day; provided, in the event the PAA Debt Rating by the Ratings Agencies differs by one level, the higher PAA Debt Rating shall apply;  provided
further, in the event the PAA Debt Rating by the Ratings Agencies differs by more than one level, the PAA Debt Rating one level above the lower
PAA Debt Rating shall apply. As used in this definition, ">"means a rating equal to or more favorable than and "<" means a rating less favorable than. 



	Rating Level
 
	 	S&P
	 	Moody's

	Level I	 	> BBB+	 	> Baa1
	Level II	 	BBB	 	Baa2
	Level III	 	BBB-	 	Baa3
	Level IV	 	< BBB-	 	< Baa3






If
either of the Rating Agencies shall not have in effect a PAA Debt Rating or if the rating system of either of the Rating Agencies shall change, or if either of the Rating Agencies shall cease to be
in the business of rating corporate debt obligations, Borrower and Majority Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability
of ratings from such Rating Agency, but until such an agreement shall be reached, the Applicable Rating Level shall be based only upon the PAA Debt Rating by the remaining Rating Agency. 


        "Base Rate" means the higher of (i) the variable per annum rate of interest so designated from time to time by Administrative Agent
as its "prime rate", or (ii) the Federal Funds Rate plus one-half percent (0.5%) per annum. The "prime rate" is a reference rate and does not necessarily represent the lowest or
best rate being charged to any customer. Changes in the Base Rate resulting from changes in the "prime rate" shall take place immediately without notice or demand of any kind. 


        "Base Rate Loan" means a Loan to Borrower which does not bear interest at a rate based upon the LIBOR Rate. 


        "Borrower" means Plains All American Pipeline, L.P., a Delaware limited partnership. 



        "Borrowing" means a borrowing of new Loans of a single Type pursuant to Section 2.2 or a Continuation or Conversion of existing
Loans into a single Type (and, in the case of LIBOR Loans, with the same Interest Period) pursuant to Section 2.3. 


        "Borrowing Notice" means a written or telephonic request, or a written confirmation, made by a Borrower which meets the requirements of
Section 2.2. 


        "Business Day" means any day, other than a Saturday, Sunday or day which shall be in Chicago, Illinois a legal holiday or day on which
banking institutions are required or authorized to close. Any Business Day in any way relating to LIBOR Loans (such as the day on which an Interest Period begins or ends) must also be a day on which
commercial banks settle payments in London. 


        "Capital Lease" means a lease with respect to which the lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP. 


        "Capital Lease Obligation" means, with respect to any Person and a Capital Lease, the amount of the obligation of such Person as the
lessee under such Capital Lease which would, in accordance with GAAP, appear as a liability on a balance sheet of such Person. 



        "Cash and Carry Purchases" means purchases of Petroleum Products for physical storage or in storage or in transit in pipelines which has
been hedged by either a NYMEX contract, an OTC contract or a contract for physical delivery. 


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        "Cash Equivalents" means Investments in: 



        (a)   marketable
obligations, maturing within 12 months after acquisition thereof, issued or unconditionally guaranteed by the United States of America or the federal
government of Canada or an instrumentality or agency thereof and entitled to the full faith and credit of the United States of America or the federal government of Canada, as the case may be; 


        (b)   demand
deposits and time deposits (including certificates of deposit) maturing within 12 months from the date of deposit thereof, (i) with any office of
any Lender or (ii) with a domestic office of any national, state or provincial bank or trust company which is organized under the Laws of the United States of America or any state therein, or
the federal government of Canada or any province therein, which has capital, surplus and undivided profits of at least $500,000,000, and whose long term certificates of deposit are rated at least Aa3
by Moody's or AA- by S&P; 


        (c)   repurchase
obligations with a term of not more than seven days for underlying securities of the types described in subsection (a) above entered into with
(i) any Lender or (ii) any other commercial bank meeting the specifications of subsection (b) above; 


        (d)   open
market commercial paper, maturing within 270 days after acquisition thereof, which are rated at least P-1 by Moody's or A-1 by S&P;
and 


        (e)   money
market or other mutual funds substantially all of whose assets comprise securities of the types described in subsections (a) through (d) above. 


        "Change of Control" means the occurrence of any of the following events: 


          (i)  Qualifying
Directors cease for any reason to constitute collectively a majority of the members of the board of directors of GP LLC (the "Board") then in office; 


         (ii)  GP
LLC shall cease to be, directly or indirectly, the sole legal and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended) of all of the general partner interests (including all securities which are convertible into general partner interests) of General Partner. 


        (iii)  General
Partner shall cease to be, directly or indirectly, the sole legal and beneficial owner (as defined above) of all of the general partner interests (including
all securities which are convertible into general partner interests) of Borrower; or 


        (iv)  Neither
General Partner nor Borrower shall continue to be, directly or indirectly, the sole legal and beneficial owner of the general partner interest in Plains
Marketing and Plains Pipeline. 


As
used herein, "Qualifying Director" means (i) any Person designated by any Qualifying Owner as its representative on the Board, (ii) so
long as Qualifying Owners own a majority of the ownership interests
of GP LLC entitling the holders thereof to vote in elections for directors of GP LLC, any Person elected by a majority of such owners of GP LLC entitled to vote thereon, and (iii) the chief
executive officer of GP LLC, and "Qualifying Owner" means Plains Resources Inc., Kayne Anderson Investment Management, EnCap Investments LLC,
Sable Minerals, or any Affiliate of any of the foregoing. 


        "Co-Agent" shall have the meaning given that term in Section 9.10. 


        "Code" means the Internal Revenue Code of 1986, as amended from time to time, together with all rules and regulations promulgated with
respect thereto. 


        "Commitment" means $200,000,000, as may be reduced from time to time pursuant to Section 2.5 or Section 2.9. Each Lender's
Commitment shall be the amount set forth on the Lender Schedule. 


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        "Commitment Fee Rate" means, on any day, the rate per annum set forth on the Pricing Grid as the "Commitment Fee Rate" based on the
Applicable Rating Level on such date. Changes in the applicable Commitment Fee Rate will occur automatically without prior notice as changes in the Applicable Rating Level occur. Administrative Agent
will give notice promptly to Borrower and Lenders of changes in the Commitment Fee Rate. 



        "Commitment Period" means the period from and including the date hereof until the Conversion Date (or, if earlier, the day on which the
obligation of Lenders to make Loans to Borrower hereunder has been terminated or the day on which any of the Notes first becomes due and payable in full). 


        "Consolidated" refers to the consolidation of any Person, in accordance with GAAP, with its properly consolidated subsidiaries. References
herein to a Person's Consolidated financial statements, financial position, financial condition, liabilities, etc. refer to the consolidated financial statements, financial position, financial
condition, liabilities, etc. of such Person and its properly consolidated subsidiaries. 


        "Consolidated EBITDA" means, for any period, the sum of (1) the Consolidated Net Income during such period,  plus (2) all interest expense that was deducted in
determining such Consolidated Net Income for such period,  plus (3) all income taxes (including any franchise taxes to the extent based upon net income) that were deducted in determining such
Consolidated
Net Income, plus (4) all depreciation, amortization (including amortization of good will and debt issue costs) and other non-cash
charges (including any provision for the reduction in the carrying value of assets recorded in accordance with GAAP) which were deducted in determining such Consolidated Net
Income, plus (5) up to $20,000,000 of any cash payments and related payroll taxes made by Borrower prior to June 30, 2004 pursuant to the Plains All American GP LLC 1998
Long-Term Incentive Plan as in effect on the date hereof in lieu of delivery of units due certain holders of such Long-Term Incentive Plan,  minus (6) all non-cash items of income which were
included in determining such Consolidated Net Income. 


        "Consolidated Funded Indebtedness" means as of any date, the sum of the following (without duplication): (i) the outstanding
principal amount of all Indebtedness which is classified as "long-term indebtedness" on a consolidated balance sheet of Borrower and its Consolidated Subsidiaries (excluding Unrestricted
Subsidiaries) prepared as of such date in accordance with GAAP (subject to year-end audit adjustments with respect to non-year end periods) and any current maturities and other
principal amount in respect of such Indebtedness due within one year but which was classified as "long-term indebtedness" at the creation thereof; (ii) the outstanding principal
amount of Indebtedness for borrowed money of Borrower and its Consolidated Subsidiaries (excluding Unrestricted Subsidiaries) outstanding under a revolving credit, term or similar agreement (and
renewals and extensions thereof); and (iii) the outstanding principal amount of Indebtedness in respect of Capital Leases of Borrower and its Consolidated Subsidiaries (excluding Unrestricted
Subsidiaries); provided, however, Consolidated Funded Indebtedness shall not, if otherwise applicable,
include (x) Indebtedness in respect of letters of credit, (y) Indebtedness incurred to finance Cash and Carry Purchases or (z) margin deposits. 


        "Consolidated Net Income" means, for any period, Borrower's and its Subsidiaries' (excluding Unrestricted Subsidiaries) gross revenues for
such period, including any cash dividends or distributions actually received from any other Person during such period, minus Borrower's and its Subsidiaries' (excluding Unrestricted Subsidiaries)
expenses and other proper charges against income (including taxes on income, to the extent imposed), determined on a Consolidated basis after eliminating earnings or losses attributable to outstanding
minority interests and excluding the net earnings of any Person other than a Subsidiary in which Borrower or any of its Subsidiaries (excluding Unrestricted Subsidiaries) has an ownership interest.
Consolidated Net Income shall not include (i) any gain or loss from the sale of assets, (ii) any extraordinary gains or losses, or (iii) any non-cash gains or losses
resulting from mark to market activity as a result of the implementation of SFAS 133 or EITF 98-10. In addition, Consolidated 


4







 



Net
Income shall not include the cost or proceeds of purchasing or selling options which are used to hedge future activity, until the period in which such hedged future activity occurs. 


        "Consolidated Tangible Net Worth" means the remainder of (i) all Consolidated assets, as determined in accordance with GAAP, of
Borrower and its Subsidiaries (excluding Unrestricted Subsidiaries) minus (ii) the sum of (a) Borrower's Consolidated liabilities, as
determined in accordance with GAAP, (b) the book value of any equity interests in any of Borrower's Subsidiaries (excluding Unrestricted Subsidiaries) which equity interests are owned by a
Person other than Borrower or a Wholly Owned Subsidiary of Borrower; and (c) the net book value of all assets that would be treated as intangible under GAAP, including goodwill, trademarks,
trade names and service marks. The effect of any
increase or decrease of net worth in any period as a result of items of income or loss not reflected in the determination of net income but reflected in the determination of comprehensive income (to
the extent provided under GAAP as in effect on the date hereof) shall be excluded in determining Consolidated Tangible Net Worth. 


        "Contango Credit Agreement" means that certain Uncommitted Senior Secured Discretionary Contango Facility Credit Agreement dated
November 21, 2003 among Plains Marketing, Fleet National Bank, as administrative agent, and the lenders named therein. 



        "Continue", "Continuation" and "Continued"
shall refer to the continuation pursuant to Section 2.3 of a LIBOR Loan as a LIBOR Loan from one Interest Period to the next Interest Period. 


        "Continuation/Conversion Notice" means a written or telephonic request, or a written confirmation, made by Borrower which meets the
requirements of Section 2.3. 


        "Convert, "Conversion" and "Convert"
refers to a conversion pursuant to Section 2.3 of one Type of Loan into another Type of Loan. 


        "Conversion Date" means March 31, 2005. 


        "Debt Coverage Ratio" shall have the meaning given that term in Section 7.8. 



        "Default" means any Event of Default and any default, event or condition which would, with the giving of any requisite notices and the
passage of any requisite periods of time, constitute an Event of Default. 


        "Default Rate" means, at the time in question, two percent (2%) per annum plus: 



        (a)   the
LIBOR Rate plus the Applicable Margin then in effect for each LIBOR Loan (up to the end of the applicable Interest Period), 



        (b)   the
Base Rate plus the Applicable Margin then in effect for each Base Rate Loan, 




provided,
however, the Default Rate shall never exceed the Highest Lawful Rate. 


        "Default Rate Period" means (i) any period during which an Event of Default, other than pursuant to Section 8.1
(a) or (b), is continuing, provided that such period shall not begin until notice of the commencement of the Default Rate has been given to Borrower by Administrative Agent upon the instruction
by Majority Lenders and (ii) any period during which any Event of Default pursuant to Section 8.1 (a) or (b) is continuing unless Borrower has been notified otherwise by
Administrative Agent upon the instruction by Majority Lenders. 


        "Disclosure Schedule" means Schedule 2 hereto. 


        "Distribution" means (a) any dividend or other distribution (whether in cash or other property, but excluding dividends or other
distributions payable in equity interests in Borrower) with respect to any equity interest of Borrower, (b) any payment (whether in cash or other property, but excluding dividends or other
distributions payable in equity interests in Borrower), including any sinking fund or 


5







 



similar
deposit, on account of the retirement, redemption, purchase, cancellation, termination or other acquisition for value of any equity interest of Borrower or (c) any other payment by
Borrower to any holder of equity interests of Borrower with respect to such equity interests held thereby other than payments made with equity interests in Borrower. 



        "Dollars" and "$" means the lawful currency of the United States of America, except where
otherwise specified. 


        "Eligible Transferee" means a Person which either (a) is a Lender, or (b) is consented to as an Eligible Transferee by
Administrative Agent and, so long as no Default or Event of Default is continuing, by Borrower, which consents in each case will not be unreasonably withheld;  provided no Person organized outside the
United States may be an Eligible Transferee if Borrower (or, prior to the effectiveness of any such transfer,
Borrower notifies the Administrative Agent that any other Restricted Person) would be required to pay withholding taxes on interest or principal owed to such Person. 


        "Environmental Laws" means any and all Laws relating to the environment or to emissions, discharges, releases or threatened releases of
pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes into the environment including ambient air, surface water, ground water, or land, or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or wastes. 



        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, together with all rules and regulations
promulgated with respect thereto. 


        "ERISA Affiliate" means each Restricted Person and all members of a controlled group of corporations and all trades or businesses (whether
or not incorporated) under common control that, together with such Restricted Person, are treated as a single employer under Section 414 of the Code. 



        "ERISA Plan" means any employee pension benefit plan subject to Title IV of ERISA maintained by any ERISA Affiliate with respect to which
any Restricted Person has a fixed or contingent liability. 


        "Event of Default" has the meaning given to such term in Section 8.1.  


        "Federal Funds Rate" means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest
1/1000th of one percent) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (i) if the day for which such rate is to be determined is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if such rate is not so
published for any day, the Federal Funds Rate for such day shall be the average rate quoted to Administrative Agent on such day on such transactions as determined by Administrative Agent. 


        "Fiscal Quarter" means a three-month period ending on March 31, June 30, September 30 or December 31 of any
year. 


        "Fiscal Year" means a twelve-month period ending on December 31 of any year. 


        "GAAP" means those generally accepted accounting principles and practices which are recognized as such by the Financial Accounting
Standards Board (or any generally recognized successor) and which, in the case of Borrower and its Consolidated Subsidiaries, are applied for all periods after the date hereof in a manner consistent
with the manner in which such principles and practices were applied to the Initial Financial Statements. If any change in any accounting principle or practice is required by the Financial Accounting
Standards Board (or any such successor) in order for such principle or practice to continue as a generally accepted accounting principle or practice, all reports and financial 


6







 



statements
required hereunder with respect to Borrower or with respect to Borrower and its Consolidated Subsidiaries may be prepared in accordance with such change, but all calculations and
determinations to be made hereunder may be made in accordance with such change only after notice of such change is given to each Lender and Majority Lenders agree to such change insofar as it affects
the accounting of Borrower or of Borrower and its Consolidated Subsidiaries. 



        "General Partner" means Plains AAP, L.P., a Delaware limited partnership, in its capacity as the sole general partner of Borrower. 


        "GP LLC" means Plains All American GP LLC, a Delaware limited liability company. 


        "Guarantors" means, as of the date hereof, all of Borrower's Subsidiaries, other than 3794865 Canada Ltd., Plains LPG Services GP
LLC, Plains LPG Services, L.P. and Atchafalaya Pipeline, L.L.C. and any other Person who has guaranteed some or all of the Obligations and who has been accepted by Administrative Agent as a Guarantor
or any Subsidiary of Borrower which now or hereafter executes and delivers a guaranty to Administrative Agent pursuant to Section 6.9. 


        "Hazardous Materials" means any substances regulated under any Environmental Law, whether as pollutants, contaminants, or chemicals, or as
industrial, toxic or hazardous substances or wastes, or otherwise. 


        "Highest Lawful Rate" means, with respect to each Lender Party to whom Obligations are owed, the maximum nonusurious rate of interest that
such Lender Party is permitted under applicable Law to contract for, take, charge, or receive with respect to such Obligations. All determinations herein of the Highest Lawful Rate, or of any interest
rate determined by reference to the Highest Lawful Rate, shall be made separately for each Lender Party as appropriate to assure that the Loan Documents are not construed to obligate any Person to pay
interest to any Lender Party at a rate in excess of the Highest Lawful Rate applicable to such Lender Party. 


        "Indebtedness" of any Person means each of the following: 


        (a)   its
obligations for the repayment of borrowed money, 


        (b)   its
obligations to pay the deferred purchase price of property or services (excluding trade account payables arising in the ordinary course of business), other than
contingent purchase price or similar obligations incurred in connection with an acquisition and not yet earned or determinable, 


        (c)   its
obligations evidenced by a bond, debenture, note or similar instrument, 


        (d)   its
obligations, as lessee, constituting principal under Capital Leases, 


        (e)   its
direct or contingent reimbursement obligations with respect to the face amount of letters of credit pursuant to the applications or reimbursement agreements
therefor, 


        (f)    its
obligations for the repayment of outstanding banker's acceptances, whether matured or unmatured, 


        (g)   its
obligations under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing if the
obligation under such synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing is considered indebtedness for borrowed
money for tax purposes but is classified as an operating lease in accordance with GAAP (excluding, to the extent included herein, operating leases entered into in the ordinary course of business), or 



        (h)   its
obligations under guaranties of any obligations of any other Person described in the foregoing clauses (a) through (g). 


7







 



        "Initial Financial Statements" means the audited Consolidated financial statements of Borrower as of December 31, 2003. 


        "Interest Expense" means, with respect to any period, the sum (without duplication) of the following (in each case, eliminating all
offsetting debits and credits between Borrower and its Subsidiaries (excluding Unrestricted Subsidiaries) and all other items required to be eliminated in the course of the preparation of Consolidated
financial statements of Borrower and its Subsidiaries (excluding Unrestricted Subsidiaries) in accordance with GAAP): (a) all interest and commitment fees in respect of Indebtedness of Borrower
or any of its Subsidiaries (excluding Unrestricted Subsidiaries) (including imputed interest on Capital Lease Obligations) which are accrued during such period and whether expensed in such period or
capitalized; plus (b) all fees in respect of letters of credit issued for the account of Borrower or any of its Subsidiaries, which are accrued during such period and whether expensed in such
period or capitalized. 


        "Interest Payment Date" means (a) with respect to each Base Rate Loan, the last day of each March, June, September and December
beginning June 30, 2004, and (b) with respect to each LIBOR Loan, the last day of the Interest Period that is applicable thereto and, if such Interest Period is six or nine months in
length, the dates specified by Administrative Agent which are approximately three and six months (as appropriate) after such Interest Period begins; provided that the last Business Day of each
calendar month shall also be an Interest Payment Date for each such Loan so long as any Event of Default exists under Section 8.1(a) or (b). 



        "Interest Period" means, with respect to each particular LIBOR Loan in a Borrowing, the period specified in the Borrowing Notice or
Continuation/Conversion Notice applicable thereto, beginning on and including the date specified in such Borrowing Notice or Continuation/Conversion Notice (which must be a Business Day), and ending
one, two, three, six or nine months (if nine months is available for each Lender) thereafter (and, as to Loans, ending on a date less than 30 days thereafter as may be specified by Borrower, if
such lesser period is available for each Lender), as Borrower may elect in such notice; provided that: (a) any Interest Period which would otherwise end on a day which is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b) any Interest Period which begins on the last Business Day in a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day in a calendar month; and (c) notwithstanding the foregoing, no Interest Period may be selected for a Loan to Borrower that would end after
the Maturity Date. 


        "Investment" means any investment made, directly or indirectly in any Person, whether by acquisition of shares of capital stock,
indebtedness or other obligations or securities or by loan, advance, capital contribution or otherwise, and whether made in cash, by the transfer of property or by any other means. 


        "Law" means any statute, law, regulation, ordinance, rule, treaty, judgment, order, decree, permit, concession, franchise, license,
agreement or other governmental restriction of the United States or Canada or any state, province, or political subdivision thereof or of any foreign country or any department, state, province or
other political subdivision thereof. 


        "Lender Parties" means Administrative Agent and all Lenders. 



        "Lenders" means each signatory hereto designated as a Lender, and the successors and permitted assigns of each such party as holder of a
Note. 


        "Lender Schedule" means Schedule 1 hereto. 


8







 



        "Liabilities" means, as to any Person, all indebtedness, liabilities and obligations of such Person, whether matured or unmatured,
liquidated or unliquidated, primary or secondary, direct or indirect, absolute, fixed or contingent, and whether or not required to be considered pursuant to GAAP. 


        "LIBOR Loan" means a Loan that bears interest at a rate based upon the LIBOR Rate. 


        "LIBOR Rate" means, as applicable to any LIBOR Loan within a Borrowing and with respect to the related Interest Period therefor, the rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) as determined on the basis of offered rates for deposits in Dollars, for a period of time comparable to such Interest Period which
appears on Telerate Page 3750 (or any successor page) as of 11:00 a.m. London time on the day that is two Business Days preceding the first day of such LIBOR Loan; provided, however, if the
rate described above does not appear on the Telerate system on any applicable interest determination date, the LIBOR Rate shall be the rate (rounded upwards as described above, if necessary) for
deposits in dollars for a period substantially equal to such Interest Period on the Reuters Page "LIBOR" (or such other page as may replace the LIBOR Page on that service for the purpose of displaying
such rates), as of 11:00 a.m. (London time), on the date that is two Business Days prior to the beginning of such Interest Period; provided, however, if more than one rate is specified on
Reuters Screen LIBOR Page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/1000 of 1%). If both the Telerate and Reuters system are
unavailable, then the LIBOR Rate for that date will be determined on the basis of the offered rates for deposits in Dollars for a period of time comparable to such Interest Period which are offered by
four major banks in the London interbank market at approximately 11:00 a.m. London time, on the day that is two (2) Business Days preceding the first day of such LIBOR Loan as selected
by Administrative Agent. The principal London office of each of the four major London banks will be requested to provide a quotation of its Dollar deposit offered rate. If at least two such quotations
are provided, the rate for that date will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that date will be determined on the basis of
the rates quoted for loans in Dollars to leading European banks for a period of time comparable to such Interest Period offered by major banks in New York City at approximately 11:00 a.m. New
York City time, on the day that is two Business Days preceding the first day of such LIBOR Loan. In the event that Administrative Agent is unable to obtain any such quotation as provided above, it
will be deemed that the LIBOR Rate pursuant to such LIBOR Loan cannot be determined. In the event that the
Board of Governors of the Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR deposits of any Lender, then for any period during which such Reserve Percentage shall apply,
the LIBOR Rate shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage. "Reserve Percentage" means the maximum aggregate reserve requirement
(including all basic, supplemental, marginal, special, emergency and other reserves) which is imposed on member banks of the Federal Reserve System against "Euro-currency Liabilities" as
defined in Regulation D. Without limiting the effect of the foregoing, the Reserve Percentage shall reflect any other reserves required to be maintained by such member banks with respect to
(a) any category of liabilities which includes deposits by reference to which the LIBOR Rate is to be determined, or (b) any category of extensions of credit or other assets which
include LIBOR Loans. The LIBOR Rate for any LIBOR Loan shall change whenever the Reserve Percentage changes. 


        "Lien" means, with respect to any property or assets, any right or interest therein of a creditor to secure Liabilities owed to it or any
other arrangement with such creditor which provides for the payment of such Liabilities out of such property or assets or which allows such creditor to have such Liabilities satisfied out of such
property or assets prior to the general creditors of any owner thereof, including any lien, mortgage, security interest, pledge, deposit, production payment, rights of a vendor under any title
retention or conditional sale agreement or lease substantially equivalent thereto, tax lien, mechanic's or materialman's lien, or any other charge or encumbrance for security purposes, whether arising
by Law or agreement or otherwise, but excluding any right of offset which arises 


9







 



without
agreement in the ordinary course of business. "Lien" also means any filed financing statement, any registration of a pledge (such as with an issuer of uncertificated securities), or any other
arrangement or action which would serve to perfect a Lien described in the preceding sentence, regardless of whether such financing statement is filed, such registration is made, or such arrangement
or action is undertaken before or after such Lien exists. 


        "Link Acquisition" means the acquisition by any of Borrower and certain of its Subsidiaries of all or substantially all of the assets of
the subsidiaries of Link Energy LLC, pursuant to the Link Acquisition Documents. 


        "Link Acquisition Documents" means that certain Purchase and Sale Agreement dated March 31, 2004 by and among Link Energy LLC and
certain of its subsidiaries, and Borrower and certain of its subsidiaries, the Plan of Merger of even date herewith among Plains Pipeline, Plains Marketing, and certain subsidiaries of Link Energy
LLC, and all other agreements or instruments executed and delivered by Borrower or any of its Affiliates in connection therewith to consummate the Link Acquisition. 


        "Loan Documents" means this Agreement, the Notes, and all other agreements, certificates, documents, instruments and writings at any time
delivered in connection herewith or therewith (exclusive of term sheets and commitment letters). 


        "Loans" means loans by Lenders to Borrower pursuant to Section 2.1. 


        "Majority Lenders" means Lenders whose Percentage Shares exceed fifty percent (50%). 


        "Material Adverse Change" means a material and adverse change, from the state of affairs presented in the Initial Financial Statements or
as represented or warranted in any Loan Document, to (a) Borrower's Consolidated financial condition, (b) Borrower's Consolidated operations, properties or prospects, considered as a
whole, (c) Borrower's ability to timely pay its Obligations, or (d) the enforceability of the material terms of any Loan Document. 


        "Maturity Date" means March 31, 2006. 


        "Moody's" means Moody's Investor Service, Inc., or its successor. 


        "Notes" has the meaning given such term in Section 2.1 hereof. 


        "Obligations" means all Liabilities from time to time owing by any Restricted Person to any Lender Party under or pursuant to any of the
Notes or under or pursuant to any guaranty of the obligations of Borrower or under the Loan Documents. "Obligation" means any part of the Obligations. 


        "PAA Debt Rating" means the rating then in effect by a Rating Agency with respect to the long term senior unsecured non-credit
enhanced debt of Borrower. 


        "Percentage Share" means the percentage shown as each Lender's "Percentage Share" on the Lender Schedule, 


        "Permitted Lien" has the meaning given to such term in Section 7.2. 



        "Person" means an individual, corporation, partnership, limited liability company, association, joint stock company, trust or trustee
thereof, estate or executor thereof, unincorporated organization or joint venture, Tribunal, or any other legally recognizable entity. 


        "Petroleum Products" means crude oil, condensate, natural gas, natural gas liquids (NGL's), liquefied petroleum gases
(LPG's), refined petroleum products or any blend thereof. 


        "Plains Marketing" means Plains Marketing, L.P., a Texas limited partnership. 


10







 



        "Plains Pipeline" means Plains Pipeline, L.P. (f/k/a All American Pipeline, L.P.), a Texas limited partnership. 


        "Pricing Grid" means Schedule 3 attached hereto. 


        "Rating Agency" means either S&P or Moody's.  


        "Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as from time to
time in effect. 


        "Restricted Person" means any of Borrower and each Subsidiary of Borrower, including but not limited to Plains Marketing, Plains Pipeline,
PMC (Nova Scotia) Company, Plains Marketing Canada, L.P., and each Subsidiary of Plains Marketing, Plains Pipeline, PMC (Nova Scotia) Company and Plains Marketing Canada, L.P., but excluding, for the
avoidance of doubt, Unrestricted Subsidiaries. 


        "Restriction Exception" means (i) any applicable Law or any instrument governing Indebtedness or equity interests, or any
applicable Law or any other agreement relating to any property, assets or operations of a Person whose capital stock or other equity interests are acquired, in whole or part, by a Restricted Person
pursuant to an acquisition (whether by merger, consolidation, amalgamation or otherwise), as such instrument or agreement is in effect at the time of such acquisition (except with respect to
Indebtedness incurred in connection with, or in contemplation of, such acquisition), or such applicable Law is then or thereafter in effect (as applicable), which is not applicable to the acquiring
Restricted Person, or the property, assets or operations of the acquiring Restricted Person, other than the acquired Person, or the property, assets or operations of such acquired Person or such
acquired Person's Subsidiaries; provided that in the case of Indebtedness, the incurrence of such Indebtedness is not prohibited hereunder, or
(ii) provisions with respect to the disposition or distribution of assets in joint venture agreements or other similar agreements entered into in the ordinary course of business. 


        "S&P" means Standard & Poor's Ratings Group (a division of McGraw Hill, Inc.) or its successor. 



        "Significant Restricted Persons" means Borrower, PMC (Nova Scotia) Company, Plains Marketing Canada, L.P., Plains Marketing, Plains
Pipeline and Subsidiaries of Borrower that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant
to the Securities Exchange Act of 1934 and the Securities Act of 1933, each as amended. 


        "Specified Acquisition" means one or more acquisitions of assets or entities or operating lines or divisions in any rolling
12-month period for an aggregate purchase price of not less than $50,000,000. 



        "Specified Equity Offering" means one or more issuances of equity by Borrower for aggregate net cash proceeds of not less than fifty
percent (50%) of the aggregate purchase price of the Specified Acquisition. 


        "Subsidiary" means, with respect to any Person, any corporation, association, partnership, limited liability company, joint venture, or
other business or corporate entity, enterprise or organization which is directly or indirectly (through one or more intermediaries) controlled or owned more than fifty percent by such Person;  provided,
however, that no Unrestricted Subsidiary shall be deemed a "Subsidiary" of any Restricted
Person for purposes of any Loan Document except as provided in Section 7.10. 


        "Termination Event" means (a) the occurrence with respect to any ERISA Plan of (i) a reportable event described in Sections
4043(c)(5) or (6) of ERISA or (ii) any other reportable event described in Section 4043(c) of ERISA other than a reportable event not subject to the provision for
30-day notice to the Pension Benefit Guaranty Corporation pursuant to a waiver by such corporation under Section 4043(a) of ERISA, or (b) the withdrawal of any ERISA
Affiliate from an ERISA Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, or (c) the filing of a notice of intent to terminate
any ERISA Plan or the treatment of any ERISA Plan 


11







 



amendment
as a termination under Section 4041 of ERISA, or (d) the institution of proceedings to terminate any ERISA Plan by the Pension Benefit Guaranty Corporation under
Section 4042 of ERISA, or (e) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any ERISA Plan. 


        "364-Day Credit Agreement" means that certain 364-Day Credit Agreement dated November 21, 2003 among
Borrower, Fleet National Bank, as administrative agent, and the lenders named therein. 


        "Tribunal" means any government, any arbitration panel, any court or any governmental department, commission, board, bureau, agency or
instrumentality of the United States of America, the Dominion of Canada, or any state, province, commonwealth, nation, territory, possession, county, parish, town, township, village or municipality,
whether now or hereafter constituted or existing. 


        "Type" means, with respect to any Loans, the characterization of such Loans as Base Rate Loans or LIBOR Loans. 


        "Unrestricted Subsidiary" shall have the meaning given it in Section 7.10. 


        "US/Canada Credit Agreement" means that certain Credit Agreement [US/Canada] dated November 21, 2003 among
Borrower, PMC (Nova Scotia) Company, Plains Marketing Canada, L.P., Fleet National Bank, as administrative agent, The Bank of Nova Scotia, as Canadian administrative agent, and the lenders named
therein. 


        "Wholly Owned Subsidiary" means any Subsidiary of a Person, all of the issued and outstanding stock, limited liability company membership
interests, or partnership interests of which (including all rights or options to acquire such stock or interests) are directly or indirectly (through one or more Subsidiaries) owned by such Person. 


        Section 1.2.    Exhibits and Schedules; Additional Definitions.    All Exhibits and Schedules attached to this
Agreement are a part hereof for all purposes. 


        Section 1.3.    Amendment of Defined Instruments.    Unless the context otherwise requires or unless otherwise
provided herein the terms defined in this Agreement which refer to a particular agreement, instrument or document also refer to and include all renewals, extensions, modifications, amendments and
restatements of such agreement, instrument or document, provided that nothing contained in this section shall be construed to authorize any such renewal, extension, modification, amendment or
restatement. 


        Section 1.4.    References and Titles.    All references in this Agreement to Exhibits, Schedules, articles,
sections, subsections and other subdivisions refer to the Exhibits, Schedules, articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise. Titles
appearing at the beginning of any subdivisions are for convenience only and do not constitute any part
of such subdivisions and shall be disregarded in construing the language contained in such subdivisions. The words "this Agreement," "this instrument," "herein," "hereof," "hereby," "hereunder" and
words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The phrases "this section" and "this subsection" and similar phrases refer
only to the sections or subsections hereof in which such phrases occur. The word "or" is not exclusive, and the word "including" (in its various forms) means "including without limitation." Pronouns
in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context
otherwise requires. References to an "officer" or "officers" of the General Partner or any Restricted Person shall mean and include officers of such Person or the controlling management entity of such
Person as provided in such Person's organizational documents, as applicable. 


        Section 1.5.    Calculations and Determinations.    All calculations under the Loan Documents of interest
chargeable with respect to LIBOR Loans and of fees shall be made on the basis of actual days 


12







 



elapsed
(including the first day but excluding the last) and a year of 360 days. All other calculations of interest made under the Loan Documents shall be made on the basis of actual days
elapsed (including the first day but excluding the last) and a year of 365 or 366 days, as appropriate. Each determination by a Lender Party of amounts to be paid under Article III or
any other matters which are to be determined hereunder by a Lender Party (such as any LIBOR Rate, Business Day, Interest Period, or Reserve Percentage) shall, in the absence of manifest error, be
conclusive and binding. Unless otherwise expressly provided herein or unless Majority Lenders otherwise consent all financial statements and reports furnished to any Lender Party hereunder shall be
prepared and all financial computations and determinations pursuant hereto shall be made in accordance with GAAP. 


ARTICLE II—The Loans


        Section 2.1.    Commitments to Lend; Notes.    Subject to the terms and conditions hereof, each Lender agrees
to make Loans to Borrower upon Borrower's request from time to time during the Commitment Period, provided that (a) subject to Sections 3.3, 3.4 and 3.6, all Lenders are requested to make Loans
of the same Type in accordance with their respective Percentage Shares and as part of the same Borrowing, (b) after giving effect to such Loans, the aggregate outstanding principal amount of
the Loans does not exceed the Commitment determined as of the date on which the requested Loans are to be made, and (c) after giving effect to such Loans, the Loans by each Lender does not
exceed such Lender's Commitment. The aggregate amount of all Loans in any Borrowing must be equal to $2,000,000 or any higher integral multiple of $250,000. The obligation of Borrower to repay to each
Lender the aggregate amount of all Loans made by such Lender to Borrower, together with interest accruing in connection therewith, shall be evidenced by a single promissory note (herein called such
Lender's "Note") made by Borrower payable to the order of such Lender in the form of Exhibit A with appropriate insertions. The amount of
principal owing on any Lender's Note at any given time shall be the aggregate amount of all Loans theretofore made by such Lender to Borrower minus all payments of principal theretofore received by
such Lender on such Note. Interest on each Note shall accrue and
be due and payable as provided herein and therein. Each Note shall be due and payable as provided herein and therein, and shall be due and payable in full on the Maturity Date. Subject to the terms
and conditions of this Agreement, Borrower may borrow, repay, and reborrow under this Section 2.1. Borrower may have no more than seven Borrowings of LIBOR Loans outstanding at any time. All
payments of principal and interest on the Loans shall be made in Dollars. 



        Section 2.2.    Requests for Loans.    Borrower must give to Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) of any requested Borrowing. Each such notice constitutes a "Borrowing Notice" hereunder and must: 



        (a)   specify
(A) the aggregate amount of any such Borrowing and the date on which Base Rate Loans are to be advanced, or (B) the aggregate amount of any such
Borrowing of new LIBOR Loans, the date on which such LIBOR Loans are to be advanced (which shall be the first day of the Interest Period which is to apply thereto), and the length of the applicable
Interest Period; and 


        (b)   be
received by Administrative Agent not later than 11:00 a.m., New York City time, on (i) the day on which any such Base Rate Loans are to be made, or
(ii) the third Business Day preceding the day on which any such LIBOR Loans are to be made. 




Each
such written request or confirmation must be made in the form and substance of the "Borrowing Notice" attached hereto as Exhibit B, duly completed. Each such telephonic request shall be
deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such Borrowing Notice,
Administrative Agent shall give each Lender prompt notice of the terms thereof. If all conditions precedent to such new Loans have been met, each Lender will on the date requested promptly remit to 


13







 

Administrative
Agent at its office in Chicago, Illinois the amount of such Lender's new Loan in immediately available funds, and upon receipt of such funds, unless to its actual knowledge any
conditions precedent to such Loans have been neither met nor waived as provided herein, Administrative Agent shall promptly make such Loans available to Borrower. Unless Administrative Agent shall
have received prompt notice from a Lender that such Lender will not make available to Borrower such Lender's new Loan, Administrative Agent may in its discretion assume that such Lender has made such
Loan available to Administrative Agent in accordance with this section, and Administrative Agent may if it chooses, in reliance upon such assumption, make such Loan available to Borrower. If and to
the extent such Lender shall not so make its new Loan available to Administrative Agent, such Lender and Borrower severally agree to pay or repay to Administrative Agent within three days after demand
the amount of such Loan together with interest thereon, for each day from the date such amount was made available to Borrower until the date such amount is paid or repaid to Administrative Agent, with
interest at (i) the Federal Funds Rate, if such Lender is making such payment, and (ii) the interest rate applicable at the time to the other new Loans made on such date, if Borrower is
making such repayment. If neither such Lender nor Borrower pays or repays to Administrative Agent such amount within such three-day period, Administrative Agent shall be entitled to
recover from Borrower, on demand in lieu of the interest provided for in the preceding sentence, interest thereon at the Default Rate, calculated from the date such amount was made available to
Borrower. The failure of any Lender to make any new Loan to be made by it hereunder shall not relieve any other Lender of its obligation hereunder, if any, to make its new Loan, but no Lender shall be
responsible for the failure of any other Lender to make any new Loan to be made by such other Lender. All Borrowings of Loans shall be advanced in Dollars. 



        Section 2.3.    Continuations and Conversions of Existing Loans.    Borrower may make the following elections
with respect to Loans already outstanding: (i) to Convert, in whole or in part, Base Rate Loans to LIBOR Loans, (ii) to Convert, in whole or in part, LIBOR Loans to Base Rate Loans on
the last day of the Interest Period applicable thereto, and (iii) to Continue, in whole or in part, LIBOR Loans beyond the expiration of such Interest Period by designating a new Interest
Period to take effect at the time of such expiration. In making such elections, Borrower may combine existing Loans to Borrower made pursuant to separate Borrowings into one new Borrowing or divide
existing Loans to Borrower made pursuant to one Borrowing into separate new Borrowings, provided that Borrower may have no more than seven Borrowings of LIBOR Loans outstanding at any time. To make
any such election, Borrower must give to Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of any such Conversion or Continuation of existing Loans, with a
separate notice given for each new Borrowing. Each such notice constitutes a "Continuation/Conversion Notice" hereunder and must: 



          (i)  specify
the existing Loans which are to be Continued or Converted; 


         (ii)  specify
(A) the aggregate amount of any Borrowing of Base Rate Loans into which such existing Loans are to be Continued or Converted and the date on which such
Continuation or Conversion is to occur, or (B) the aggregate amount of any Borrowing of LIBOR Loans into which such existing Loans are to be Continued or Converted, the date on which such
Continuation or Conversion is to occur (which shall be the first day of the Interest Period which is to apply to such LIBOR Loans), and the length of the applicable Interest Period; and 


        (iii)  be
received by Administrative Agent not later than 11:00 a.m. New York City time, on (i) the day on which any such Continuation or Conversion to Base
Rate Loans is to occur, or (ii) the third Business Day preceding the day on which any such Continuation or Conversion to LIBOR Loans is to occur. 




Each
such written request or confirmation must be made in the form and substance of the "Continuation/Conversion Notice" attached hereto as Exhibit C, duly completed. Each such telephonic 


14







 

request
shall be deemed a representation, warranty, acknowledgment and agreement by Borrower as to the matters which are required to be set out in such written confirmation. Upon receipt of any such
Continuation/Conversion Notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. Each Continuation/Conversion Notice shall be irrevocable and binding on Borrower. During
the continuance of any Default, Borrower may not make any election to Convert existing Loans into LIBOR Loans or Continue existing Loans as LIBOR Loans beyond the expiration of their respective and
corresponding Interest Period then in effect. If (due to the existence of a Default or for any other reason) Borrower fails to timely and properly give any Continuation/Conversion Notice with respect
to a Borrowing of existing LIBOR Loans at least three days prior to the end of the Interest Period applicable to such LIBOR Loans, any such LIBOR Loans, to the extent not prepaid at the end of such
Interest Period, shall automatically be Converted into Base Rate Loans at the end of such Interest Period. No new funds shall be repaid by Borrower or advanced by any Lender in connection with any
Continuation or Conversion of existing Loans pursuant to this section, and no such Continuation or Conversion shall be deemed to be a new advance of funds for any purpose; such Continuations and
Conversions merely constitute a change in the interest rate applicable to such already outstanding Loans. 


        Section 2.4.    Use of Proceeds.    Borrower shall use all Loans to finance capital expenditures of any
Restricted Person, provide working capital for operations and for other general business purposes, including acquisitions. In no event shall the funds from any Loans be used directly or indirectly by
any Person for personal, family, household or agricultural purposes or for the purpose, whether immediate, incidental or ultimate, of purchasing, acquiring or carrying any "margin stock" (as such term
is defined in Regulation U promulgated by the Board of Governors of the Federal Reserve System) or to extend credit to others directly or indirectly for the purpose of purchasing or carrying
any such margin stock. Borrower represents and warrants that it is not engaged principally, or as one of its important activities, in the business of extending credit to others for the purpose of
purchasing or carrying such margin stock. 


        Section 2.5.    Interest Rates and Fees.    


        (a)   Interest Rates.



          (i)  Each
Loan shall bear interest as follows: (A) unless the Default Rate shall apply, each Base Rate Loan shall bear interest on each day outstanding at the Base
Rate plus the Applicable Margin in effect on such day, and each LIBOR Loan shall bear interest on each day during the related Interest Period at the related LIBOR Rate plus the Applicable Margin in
effect on such day, and (B) during a Default Rate Period, all Loans shall bear interest on each day outstanding at the applicable Default Rate. 


         (ii)  If
an Event of Default based upon Section 8.1(a), Section 8.1(b) or Section 8.1(h)(i), (h)(ii) or (h)(iii) exists and the Loans are
not bearing interest at the Default Rate, the past due principal and past due interest shall bear interest on each day outstanding at the applicable Default Rate. 


        (iii)  The
interest rate shall change whenever the applicable Base Rate, LIBOR Rate or Applicable Margin changes. In no event shall the interest rate on any Loan exceed the
Highest Lawful Rate. 




        (b)   Commitment Fee; Reduction of Commitment.    In consideration of each Lender's commitment to make Loans to
Borrower, Borrower will pay to Administrative Agent for the account of each Lender a commitment fee determined on a daily basis equal to the Commitment Fee Rate in effect on such day times such
Lender's Percentage Share of the unused portion of the Commitment on each day during the Commitment Period, determined for each such day by deducting from the amount of the Commitment at the end of
such day the aggregate outstanding principal amount of Loans. Such 


15







 

commitment
fee shall be due and payable in arrears on the last day of each Fiscal Quarter and at the end of the Commitment Period. Borrower shall have the right from time to time to permanently reduce
the Commitment, provided that (A) notice of such reduction is given not less than 2 Business Days prior to such reduction, (B) the resulting Commitment is not less than the aggregate
outstanding principal amount of the Loans, and (C) each partial reduction shall be in an amount at least equal to $500,000 and in multiples of $100,000 in excess thereof. 


        (c)   Continuation Fees.    In consideration of each Lender's commitment to make Loans to Borrower, Borrower will pay
to Administrative Agent for the account of each Lender a continuation fee in an amount equal to (i) 0.175% of each Lender's Commitment outstanding as of July 1, 2004, due and payable on
such date, (ii) 0.125% of each Lender's Commitment outstanding as of October 1, 2004, due and payable on such date, and (iii) 0.125% of each Lender's Commitment outstanding as of
January 1, 2005, due and payable on such date. 


        (d)   Administrative Agent's Fees.    In addition to all other amounts due to Administrative Agent under the Loan
Documents, Borrower will pay fees to Administrative Agent as described in the fee letter dated March 25, 2004 between Administrative Agent and Borrower. 


        Section 2.6.    Intentionally Omitted.    



        Section 2.7.    Conversion to Term Loan.    Effective at 11:59 p.m. Chicago, Illinois time on the day
immediately preceding the Conversion Date, and provided that no Event of Default shall have occurred and be continuing, (i) each Lender's obligation to make new Loans to Borrower shall be
canceled automatically, and (ii) each Lender's Loans shall become term loans maturing on the Maturity Date. 


        Section 2.8.    Optional Prepayments.    Borrower may, upon three Business Days' notice, as to LIBOR Loans, or
same Business Day's notice, as to Base Rate Loans, to Administrative Agent (and Administrative Agent will promptly give notice to the other Lenders) from time to time and without premium or penalty
prepay the Loans, in whole or in part, so long as the aggregate amounts of all partial prepayments of principal on the Loans equals $2,500,000 or any higher integral multiple of $250,000. Upon receipt
of any such notice, Administrative Agent shall give each Lender prompt notice of the terms thereof. Each prepayment of principal of a Loan under this section shall be accompanied by all interest then
accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under
the Loan Documents at the time of such prepayment. Following notice by Borrower pursuant to the foregoing, Borrower shall make such prepayment, and the prepayment amount specified in such notice shall
be due and payable, on the date specified in such notice. 


        Section 2.9.    Mandatory Commitment Reductions and Prepayments.    (a) Upon the consummation of any
public or private debt or equity offering or assets securitization by Borrower or any of its Subsidiaries, the Commitment shall be permanently reduced by an amount equal to the net proceeds of such
offering (excluding net proceeds of up to $100,000,000 from the equity offering referred to in Section 4.1(g)), and Borrower shall contemporaneously therewith make a mandatory prepayment
pursuant to subsection (c) below. 


        (b)   Upon
the consummation of a sale, lease or other disposition of property (other than in exchange for property of like kind or otherwise useful in Borrower's business) by
Borrower or any of its Subsidiaries that, together with all other previous sales, leases or other dispositions of property by Borrower or any of its Subsidiaries after the date hereof, result in net
cash proceeds in excess of $25,000,000, the Commitment shall be permanently reduced by an amount equal to such excess, and Borrower shall contemporaneously therewith make any mandatory prepayment as
may be required pursuant to subsection (c) below. 


        (c)   If
at any time the aggregate outstanding principal amount of the Loans exceeds the Commitment (whether due to a reduction in the Commitment in accordance with
Section 2.5(b), subsections (a) or (b) above, or otherwise), Borrower shall immediately upon demand prepay the principal of the Loans in an amount at least equal to such excess. 


        (d)   Each
prepayment of principal under this section shall be accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest
prepaid pursuant to this section shall be in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment. 


16








   ARTICLE III—Payments to Lenders  


        Section 3.1.    General Procedures.    Each Restricted Person shall pay all amounts owing by such Restricted
Person with respect to any Obligations (whether for principal, interest, fees, or otherwise) to Administrative Agent for the account of the Lender Party to whom such payment is owed in Dollars,
without set-off, deduction or counterclaim, and in immediately available funds. Each payment under the Loan Documents must be received by Administrative Agent not later than noon, New York
City time, on the date such payment becomes due and payable. Any payment received by Administrative Agent after such time will be deemed to have been made on the next following Business Day. Should
any such payment become due and payable on a day other than a Business Day, the maturity of such payment shall be extended to the next succeeding Business Day, and, in the case of a payment of
principal or past due interest, interest shall accrue and be payable thereon for the period of such extension as provided in the Loan Document under which such payment is due. Each payment under a
Loan Document to a Lender Party shall be due and payable at the place provided therein and, if no specific place of payment is provided, shall be due and payable at the place of payment of
Administrative Agent's Note. 


        (a)   When
Administrative Agent collects or receives money on account of the Obligations, Administrative Agent shall distribute all money so collected or received, and each
Lender Party shall apply all such money so distributed, as follows: 



          (i)  first,
for the payment of all Obligations which are then due (and if such money is insufficient to pay all such Obligations, first to any reimbursements due
Administrative Agent under Section 10.4 and then to the partial payment of all other Obligations then due in proportion to the amounts thereof, or as Lender Parties shall otherwise agree); 


         (ii)  then
for the prepayment of amounts owing under the Loan Documents (other than principal on the Notes) if so specified by Borrower; 


        (iii)  then
for the prepayment of principal on the Notes, together with accrued and unpaid interest on the principal so prepaid; and 


        (iv)  last,
for the payment or prepayment of any other Obligations. 




All
payments applied to principal or interest on any Note shall be applied first to any interest then due and payable, then to principal then due and payable, and last to any prepayment of principal
and accrued interest thereon in compliance with Sections 2.8 and 2.9, as applicable. All distributions of amounts described in any of subsections (ii), (iii), or (iv) above shall be made by
Administrative Agent pro rata to each Lender Party then owed Obligations described in such subsection in proportion to all amounts owed to all Lender Parties which are described in such subsection;
provided that if any Lender then owes payments to Administrative Agent under Section 9.4, any amounts otherwise distributable under this section to such Lender shall be deemed to belong to
Administrative Agent, to the extent of such unpaid payments, and Administrative Agent shall apply such amounts to make such unpaid payments rather than distribute such amounts to such Lender. 


        Section 3.2.    Capital Reimbursement.    If either (a) the introduction or implementation of or the
compliance with or any change in or in the interpretation of any Law, or (b) the introduction or implementation of or the compliance with any request, directive or guideline from any central
bank or other governmental authority (whether or not having the force of Law) affects or would affect the amount of capital required or expected to be maintained by any Lender Party or any corporation
controlling any Lender Party, then, within five Business Days after demand by such Lender Party, Borrower will pay to Administrative Agent for the benefit of such Lender Party, from time to time as
specified by such Lender Party, such additional amount or amounts which such Lender Party shall determine to be appropriate to compensate such Lender Party or any corporation controlling such Lender
Party in light of such circumstances, to the extent that such Lender Party reasonably determines 


17







 



that
the amount of any such capital would be increased or the rate of return on any such capital would be reduced by or in whole or in part based on the existence of the face amount of such Lender
Party's Loans or commitments under this Agreement. 


        Section 3.3.    Increased Cost of LIBOR Loans.    If any applicable Law (whether now in effect or hereinafter
enacted or promulgated, including Regulation D) or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof (whether
or not having the force of Law): 


        (a)   shall
change the basis of taxation of payments to any Lender Party of any principal, interest, or other amounts attributable to any LIBOR Loan or otherwise due under
this Agreement in respect of any LIBOR Loan (other than taxes imposed on, or measured by, the overall net income of such Lender Party or any Applicable Lending Office of such Lender Party by any
jurisdiction in which such Lender Party or any such Applicable Lending Office is located); or 


        (b)   shall
change, impose, modify, apply or deem applicable any reserve, special deposit or similar requirements in respect of any LIBOR Loan (excluding those for which such
Lender Party is fully compensated pursuant to adjustments made in the definition of LIBOR Rate) or against assets of, deposits with or for the account of, or credit extended by, such Lender Party; or 


        (c)   shall
impose on any Lender Party or the interbank Eurocurrency deposit market any other condition affecting any LIBOR Loan, the result of which is to increase the cost
to any Lender Party of funding or maintaining any LIBOR Loan or to reduce the amount of any sum receivable by any Lender Party in respect of any LIBOR Loan by an amount deemed by such Lender Party to
be material, then such Lender Party shall promptly notify Administrative Agent and Borrower in writing of the happening of such event and of the amount required to compensate such Lender Party for
such event (on an after-tax basis, taking into account any taxes on such compensation), whereupon (i) Borrower shall, within five Business Days after demand therefor by such Lender
Party, pay such amount to Administrative Agent for the account of such Lender Party and (ii) Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three
Business Days' notice, to Convert all (but not less than all) of any such LIBOR Loans into Base Rate Loans. 


        Section 3.4.    Notice; Change of Applicable Lending Office.    A Lender Party shall notify Borrower of any
event occurring after the date of this Agreement that will entitle such Lender Party to compensation under Section 3.2, 3.3, or 3.5 hereof as promptly as practicable, but in any event within
180 days, after such Lender Party obtains actual knowledge thereof; provided, that (i) if such Lender Party fails to give such notice
within 180 days after it obtains actual knowledge of such an event, such Lender Party shall, with respect to compensation payable pursuant to Section 3.2, 3.3, or 3.5 in respect of any
costs resulting from such event, only be entitled to payment under Section 3.2, 3.3, or 3.5 hereof for costs incurred from and after the date 180 days prior to the date that such Lender
Party does give such notice and (ii) such Lender Party will designate a different Applicable Lending Office for the Loans affected by such event if such designation will avoid the need for, or
reduce the amount of, such compensation and will not, in the sole opinion of such Lender Party, be disadvantageous to such Lender Party, except that such Lender Party shall have no obligation to
designate an Applicable Lending Office located in the United States of America. Each Lender Party will furnish to Borrower a certificate setting forth the basis and amount of each request by such
Lender Party for compensation under Section 3.2, 3.3, or 3.5 hereof. 


        Section 3.5.    Availability.    If (a) any change in applicable Laws, or in the interpretation or
administration thereof of or in any jurisdiction whatsoever, domestic or foreign, shall make it unlawful or impracticable for any Lender Party to fund or maintain LIBOR Loans, or shall materially
restrict the authority of any Lender Party to purchase or take offshore deposits of dollars (i.e., "Eurodollars"), or (b) any Lender Party determines that matching deposits appropriate to fund
or maintain any LIBOR Loan are not available to it, or (c) any Lender Party determines that the formula for calculating the 


18







 



LIBOR
Rate does not fairly reflect the cost to such Lender Party of making or maintaining loans based on such rate, with respect to the Commitment hereunder, then, upon notice by such Lender Party to
Borrower and Administrative Agent, Borrower's right to elect LIBOR Loans from such Lender Party shall be suspended to the extent and for the duration of such illegality, impracticability or
restriction and all LIBOR Loans of such Lender Party which are then outstanding or are then the subject of any Borrowing Notice and which cannot lawfully or practicably be maintained or funded shall
immediately become or remain, or shall be funded as, Base Rate Loans of such Lender Party. With respect to the Commitment, Borrower agrees to indemnify each Lender Party extending credit pursuant
thereto, and hold each such Lender Party harmless against all costs, expenses, claims, penalties, liabilities and damages which may result from any such change in Law, interpretation or
administration. Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. 


        Section 3.6.    Funding Losses.    In addition to its other obligations hereunder, with respect to the
Commitment, Borrower will indemnify each Lender Party extending credit pursuant thereto against, and reimburse each Lender Party on demand for, any loss or expense incurred or sustained by such Lender
Party (including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender Party to fund or maintain LIBOR Loans), as a result of
(a) any payment or prepayment (whether or not authorized or required hereunder) of all or a portion of a LIBOR Loan on a day other than the day on which the applicable Interest Period ends,
(b) any payment or prepayment, whether or not required hereunder, of a Loan made after the delivery, but before the effective date, of a Continuation/Conversion Notice, if such payment or
prepayment prevents such Continuation/Conversion Notice from becoming fully effective, (c) the failure of any Loan to be made or of any Continuation/Conversion Notice to become effective due to
any condition precedent not being satisfied or due to any other action or inaction of any Restricted Person, or (d) any Conversion (whether or not authorized or required hereunder) of all or
any portion of any LIBOR Loan into a Base Rate Loan or into a different LIBOR Loan on a day other than the day on which the applicable Interest Period ends. Such indemnification shall be on an
after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. 


        Section 3.7.    Reimbursable Taxes.    With respect to the Commitment, Borrower covenants and agrees with each
Lender Party extending credit pursuant thereto that: 


        (a)   Borrower
will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future stamp and other taxes, duties, levies, imposts,
deductions, charges, costs, and withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement, any LIBOR Loans (whether or not legally or correctly imposed,
assessed, levied or collected), excluding, however, any taxes imposed on or measured by the overall net income of Administrative Agent or such Lender Party or any Applicable Lending Office of such
Lender Party by any jurisdiction in which such Lender Party or any such Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively
called "Reimbursable Taxes" in this section). Such indemnification shall be on an after-tax basis, taking into account any taxes imposed on the amounts paid as indemnity. 


        (b)   All
payments on account of the principal of, and interest on, each such Lender Party's Loans and Note, and all other amounts payable by Borrower to any such Lender Party
hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable
Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to any such Lender Party, Borrower
shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding
to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should 


19







 



make
any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such
deduction or withholding. 


        (c)   If
Borrower is ever required to pay any Reimbursable Tax with respect to any LIBOR Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not
less than three Business Days' notice, to Convert all (but not less than all) of any such LIBOR Loan into a Base Rate Loan, but such election shall not diminish Borrower's obligation to pay all
Reimbursable Taxes. 


        (d)   Notwithstanding
the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to
make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America (other than any portion thereof attributable to a change in federal income tax Laws
effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of such Lender Party, other than such a Lender Party (i) who is a US person for Federal
income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to the relevant Borrower) for the applicable year to the extent deduction or
withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to
Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may
reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party
is subject to tax. As used in this section, "Prescribed Forms" means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which,
pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of such Lender Party providing the forms or statements, (y) the Code,
or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar
taxes. 


        Section 3.8.    Replacement of Lenders.    If any Lender Party seeks reimbursement for increased costs under
Sections 3.2 through 3.7, then within ninety days thereafter—provided no Event of Default then exists—Borrower shall have the right (unless such Lender Party withdraws its
request for additional compensation) to replace such Lender Party by requiring such Lender Party to assign its Loans and Note and its commitments hereunder to an Eligible Transferee reasonably
acceptable to Administrative Agent and to Borrower, provided that: (i) all Obligations of Borrower owing to such Lender Party being replaced (including such increased costs and any breakage
costs with respect to any outstanding LIBOR Loans, but excluding principal and accrued interest on the Note being assigned) shall be paid in full to such Lender Party concurrently with such
assignment, and (ii) the replacement Eligible Transferee shall purchase the Notes being assigned by paying to such Lender Party a price equal to the principal amount thereof plus accrued and
unpaid interest and accrued and unpaid commitment fees thereon. In connection with any such assignment Borrower, Administrative Agent, such Lender Party and the replacement Eligible Transferee shall
otherwise comply with Section 10.5. Notwithstanding the foregoing rights of Borrower under this section, however, Borrower may not replace any Lender Party which seeks reimbursement for
increased costs under Section 3.2 through 3.7 unless Borrower is at the same time replacing all Lender Parties which are then seeking such compensation. 


ARTICLE IV—Conditions Precedent to Lending  



        Section 4.1.    Documents to be Delivered.    No Lender has any obligation to make its first Loan unless
Administrative Agent shall have received all of the following, at Administrative Agent's office in 


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Houston,
Texas, duly executed and delivered and in form, substance and date satisfactory to Administrative Agent, each of which was so executed and delivered: 



        (a)   This
Agreement and any other document that Lenders are to execute in connection herewith. 


        (b)   Each
Note and the guaranty of each Guarantor. 


        (c)   Certain
certificates including: 



          (i)  An
"Omnibus Certificate" of the secretary or assistant secretary and any vice president of GP LLC, which shall contain the names and signatures of the officers of GP
LLC authorized to execute this Agreement and the other Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy
of resolutions duly adopted by the Board of Directors of GP LLC and in full force and effect at the time this Agreement is entered into, authorizing the execution of the Loan Documents delivered or to
be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of Borrower and all amendments thereto,
certified by the appropriate official of its jurisdiction of organization, and (3) a copy of the agreement of limited partnership of Borrower; 


         (ii)  An
"Omnibus Certificate" of the secretary or assistant secretary and any vice president of Plains Marketing GP Inc., which shall contain the names and signatures
of the officers of such company authorized to execute Loan Documents and which shall certify to the truth, correctness and completeness of the following exhibits attached thereto: (1) a copy of
resolutions duly adopted by the Board of Directors of such company and in full force and effect at the time this Agreement is entered into, authorizing the execution of the Loan Documents delivered or
to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein, (2) a copy of the charter documents of each Significant Restricted Person, other
than those Significant Restricted Persons whose charter documents are attached to the certificates described in Section 4.1(c)(i) above or Section 4.1(c)(iii) below and all
amendments thereto, certified by the appropriate official of its jurisdiction of organization, and (3) a copy of any bylaws or agreement of limited partnership of such Significant Restricted
Persons; 


        (iii)  An
"Omnibus Certificate" of the secretary or assistant secretary and any vice president of PMC (Nova Scotia) Company, which shall contain the names and signatures of
the officers of such company authorized to execute Loan Documents and which shall certify to the truth, correctness and
completeness of the following exhibits attached thereto: (1) a copy of resolutions duly adopted by the Board of Directors of such company and in full force and effect at the time this Agreement
is entered into, authorizing the execution of the Loan Documents delivered or to be delivered in connection herewith and the consummation of the transactions contemplated herein and therein,
(2) a copy of the charter documents of such company and Plains Marketing Canada, L.P. and all amendments thereto, certified by the appropriate official of its jurisdiction of organization, and
(3) a copy of the bylaws of such company and the agreement of limited partnership of Plains Marketing Canada, L.P.; and 


        (iv)  A
certificate of the chief financial officer of GP LLC, regarding satisfaction of Section 4.2. 




        (d)   A
certificate (or certificates) of the due formation, valid existence and good standing of each Significant Restricted Person in its respective jurisdiction of
organization, issued by the appropriate authorities of such jurisdiction. 



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        (e)   Favorable
opinions of Tim Moore, Esq., General Counsel for Restricted Persons, substantially in the form set forth in Exhibit E-1, Fulbright &
Jaworski L.L.P., special Texas and New York counsel to Restricted Persons, substantially in the form set forth in Exhibit E-2, and Bennett Jones LLP, special Canadian Counsel for
Restricted Persons, substantially in the form set forth in Exhibit E-3. 



        (f)    Administrative
Agent shall have received copies of the Link Acquisition Documents and any other related documents as Administrative Agent may reasonably request. 


        (g)   Administrative
Agent shall have received a copy of a binding commitment for the public or private purchase of equity securities of Borrower for not less than
$75,000,000. 


        (h)   A
certificate of chief executive officer, president, chief financial officer, treasurer or any vice president of GP LLC which shall certify that (i) all
conditions precedent to Borrower's obligations under the purchase and sale agreement included within the Link Acquisition Documents have been satisfied or waived, and (ii) substantially
contemporaneously with the initial funding of the Loans, the plan of merger included within the Link Acquisition Documents shall be filed and pursuant thereto the Link Acquisition shall be
consummated. 


        (i)    Consolidated
financial statements of Borrower and its Subsidiaries as of December 31, 2003, reflecting compliance with Sections 7.8 and 7.9, together with a
certificate by the chief financial officer of GP LLC certifying such financial statements. 


        (j)    After
giving effect to the consummation of the Link Acquisition, no Material Adverse Change shall have occurred since December 31, 2003. 



        (k)   Administrative
Agent shall have received all documents and instruments which Administrative Agent has then requested (including opinions of legal counsel for Restricted
Persons and Administrative Agent; corporate documents and records; documents evidencing governmental authorizations, consents, approvals, licenses and exemptions; and certificates of public officials
and of officers and representatives of Borrower and other Persons), as to (i) the accuracy and validity of or compliance with all representations, warranties and covenants made by any
Restricted Person in this Agreement and the other Loan Documents, (ii) the satisfaction of all conditions contained herein or therein, and (iii) all other matters pertaining hereto and
thereto. All such additional documents and instruments shall be satisfactory to Administrative Agent in form and substance. 



        (l)    Payment
of all commitment, facility, agency and other fees required to be paid to Administrative Agent or Lender pursuant to any Loan Documents or any commitment
agreement heretofore entered into. 




        Section 4.2.    Additional Conditions Precedent.    No Lender has any obligation to make any Loan (including
its first), unless the following conditions precedent have been satisfied: 



        (a)   All
representations and warranties made by any Restricted Person in any Loan Document shall be true on and as of the date of such Loan as if such representations and
warranties had been made as of the date of such Loan except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent
date with the consent of Majority Lenders, then in each such case, such other date. 


        (b)   No
Default shall exist at the date of such Loan or result from such Loan. 



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ARTICLE V—Representations and Warranties  



        To confirm each Lender's understanding concerning Restricted Persons and Restricted Persons' businesses, properties and obligations and to induce each Lender to
enter into this Agreement and to extend credit hereunder, Borrower represents and warrants to each Lender that: 


        Section 5.1.    No Default.    No event has occurred and is continuing which constitutes a Default, except as
has been waived in accordance with this Agreement. 


        Section 5.2.    Organization and Good Standing.    Each Significant Restricted Person is duly organized or
formed, validly existing and in good standing under the Laws of its jurisdiction of organization or formation, having all requisite corporate or similar powers required to carry on its business and
enter into and carry out the transactions contemplated hereby. Each Significant Restricted Person is duly qualified, in good standing, and authorized to do business in all other jurisdictions wherein
the character of the properties owned or held by it or the nature of the business transacted by it makes such qualification necessary except where the failure to so qualify would not reasonably be
expected to cause a Material Adverse Change. 


        Section 5.3.    Authorization.    Each Restricted Person has duly taken all action necessary to authorize the
execution and delivery by it of the Loan Documents to which it is a party and to authorize the consummation of the transactions contemplated thereby and the performance of its obligations thereunder.
Borrower is duly authorized to borrow funds hereunder. 


        Section 5.4.    No Conflicts or Consents.    The execution and delivery by each Restricted Person of the Loan
Documents to which it is a party, the performance by it of its obligations, and the consummation of the transactions contemplated thereby, do not and will not (i) violate any provision of
(1) Law applicable to it, (2) its organizational documents or (3) any judgment, order or material license or permit applicable to or binding upon it, (ii) result in the
acceleration of any Indebtedness owed by it or (iii) result in or require the creation of any consensual Lien upon any of its material assets or properties except as expressly contemplated in,
or permitted by, the Loan Documents. Except as expressly contemplated in or permitted by the Loan Documents, disclosed in the Disclosure Schedule or disclosed pursuant to Section 6.4, no
permit, consent, approval, authorization or order of, and no notice to or filing, registration or qualification with, any Tribunal is required on the part of any Restricted Person a party thereto
pursuant to the provisions of any material Law applicable to it as a condition to its execution, delivery or performance of any Loan Document or (ii) to consummate any transactions contemplated
by the Loan Documents. 


        Section 5.5.    Enforceable Obligations.    This Agreement is, and the other Loan Documents when duly executed
and delivered will be, legal, valid and binding obligations of each Restricted Person which is a party hereto or thereto, enforceable in accordance with their terms except as such enforcement may be
limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors' rights and general principles of equity. 


        Section 5.6.    Initial Financial Statements.    Borrower has heretofore delivered to each Lender true, correct
and complete copies of the Initial Financial Statements. The Initial Financial Statements fairly present Borrower's Consolidated financial position at the date thereof and the Consolidated results of
Borrower's operations for the periods thereof, and in the case of the annual Initial Financial Statements, Consolidated cash flows for the period thereof. Since the date of the annual Initial
Financial Statements, no Material Adverse Change has occurred. All Initial Financial Statements described in clause (i) of that defined term were prepared in accordance with GAAP. 


        Section 5.7.    Other Obligations and Restrictions.    As of the closing date hereof, no Restricted Person has
any outstanding payment obligations of any kind (including contingent obligations, tax assessments and unusual forward or long-term commitments) which are, in the aggregate, material to
Borrower or material with respect to Borrower's Consolidated financial condition and not reflected in 


23







 



the
Initial Financial Statements, disclosed in the Disclosure Schedule or otherwise permitted under Section 7.1. Except as reflected disclosed in the Disclosure Schedule, no Restricted Person
is subject to or restricted by any franchise, contract, deed, charter restriction, or other instrument or restriction which would reasonably be expected to cause a Material Adverse Change. 



        Section 5.8.    Full Disclosure.    No certificate, statement or other information delivered herewith or
heretofore by any Restricted Person to any Lender in connection with the negotiation of this Agreement or in connection with any transaction contemplated hereby contains any untrue statement of a
material fact or omits to state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading as of the date
made or deemed made (or if such information expressly relates or refers to an earlier date, as of such earlier date). All written information furnished after the date hereof by or on behalf of any
Restricted Person to Administrative Agent or any Lender Party in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby will be true, complete
and accurate in every material respect in light of the circumstances in which made or based on reasonable estimates, in each case as of the date on which such information is stated or certified (or if
such information expressly relates or refers to an earlier date, as of such earlier date). There is no fact known to any Restricted Person that has not been disclosed to each Lender in writing which
would reasonably be expected to cause a Material Adverse Change. 


        Section 5.9.    Litigation.    Except as disclosed in the Initial Financial Statements or in the Disclosure
Schedule: (i) there are no actions, suits or legal, equitable, arbitrative or administrative proceedings pending, or to the knowledge of any Restricted Person overtly threatened, against any
Restricted Person before any Tribunal which would reasonably be expected to cause a Material Adverse Change, and (ii) there are no outstanding judgments, injunctions, writs, rulings or orders
by any such Tribunal against any Restricted Person or, to the knowledge of Borrower, any Restricted Person's stockholders, partners, directors or officers which would reasonably be expected to cause a
Material Adverse Change. 


        Section 5.10.    ERISA Plans and Liabilities.    All currently existing ERISA Plans are listed in the
Disclosure Schedule or pursuant to Section 6.4. Except as disclosed in the Initial Financial Statements, in the Disclosure Schedule or pursuant to Section 6.4, no Termination Event has
occurred with respect to any ERISA Plan and all ERISA Affiliates are in compliance with ERISA in all material respects, to the extent that the non-compliance therewith would not be
reasonably expected to cause a Material Adverse Change. No ERISA Affiliate is required to contribute to, or has any other absolute or contingent liability in respect of, any "multiemployer plan" as
defined in Section 4001 of ERISA. Except as set forth in the Disclosure Schedule: (i) no "accumulated funding deficiency" (as defined in Section 412(a) of the Code) exists with
respect to any ERISA Plan, whether or not waived by the Secretary of the Treasury or his delegate, and (ii) the current value of each ERISA Plan's benefits does not exceed the current value of
such ERISA Plan's assets available for the payment of such benefits by more than $5,000,000. 


        Section 5.11.    Compliance with Permits, Consents and Law.    Except as set forth in the Disclosure Schedule
or pursuant to Section 6.4, each Restricted Person has all permits, licenses and authorizations required in connection with the conduct of its businesses, except to the extent failure to have
any such permit, license or authorization would not reasonably be expected to cause a Material Adverse Change. Each Restricted Person is in compliance with the terms and conditions of all such
permits, licenses and authorizations, and is also in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables
contained in any Law, including applicable Environmental Law, or in any regulation, code, plan, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved
thereunder, except to the extent that non-compliance therewith would not reasonably be expected to cause a Material Adverse Change or 


24







 



such
term, restriction or otherwise is being contested in good faith or a bona fide dispute exists with respect thereto. 



        Section 5.12.    Environmental Laws.    Except as set forth in the Disclosure Schedule or disclosed pursuant to
Section 6.4, (i) Borrower and its Subsidiaries are conducting their businesses in material compliance with all applicable Laws, including Environmental Laws, and have and are in
compliance with all licenses and permits required under any such Laws, unless failure to so comply or have such licenses and permits would not reasonably be expected to cause a Material Adverse
Change; (ii) none of the operations or properties of Borrower or any of its Subsidiaries is the subject of federal, provincial or local investigation evaluating whether any material remedial
action is needed to respond to a release of any Hazardous Materials into the environment or to the improper storage or disposal (including storage or disposal at offsite locations) of any Hazardous
Materials, unless such remedial action would not reasonably be expected to cause a Material Adverse Change; and (iii) neither Borrower nor any of its Subsidiaries (and to the actual knowledge
of Borrower, no other Person) has filed any notice under any Law indicating that any Restricted Person is responsible for the improper release into the environment, or the improper storage or
disposal, of any material amount of any Hazardous Materials or that any Hazardous Materials have been improperly released, or are improperly stored or disposed of, upon any property of any such
Person, other than of an alleged improper release, storage or disposal that would not reasonably be expected to cause a Material Adverse Change. 



        Section 5.13.    Borrower's Subsidiaries.    Borrower has no Subsidiary and owns no stock in any other
corporation or association except as listed in the Disclosure Schedule or disclosed after the closing date hereof to Administrative Agent in writing. No Restricted Person is a member of any general or
limited partnership, limited liability company, joint venture or association of any type whatsoever except those listed in the Disclosure Schedule or disclosed after the closing date hereof to
Administrative Agent in writing. Borrower owns, directly or indirectly, the equity interest in each of its Subsidiaries which is indicated in the Disclosure Schedule. 



        Section 5.14.    Title to Properties.    Each Restricted Person has good and defensible title to all of its
material properties and assets, free and clear of all Liens (other than Permitted Liens) and of all impediments to the use of such properties and assets in such Restricted Person's business, other
than such impediments that would not reasonably be expected to cause a Material Adverse Change. 


        Section 5.15.    Government Regulation.    Neither Borrower nor any other Restricted Person owing Obligations
is subject to regulation under the Public Utility Holding Company Act of 1935, the Investment Company Act of 1940 (as any of the preceding acts have been amended) or any other Law which regulates the
incurring by such Person of Indebtedness, including Laws relating to common contract carriers or the sale of electricity, gas, steam, water or other public utility services. Neither Borrower nor any
other Restricted Person is subject to regulation under the Federal Power Act which would violate, result in a default of, or prohibit the effectiveness or the performance of any of the provisions of
the Loan Documents. 


        Section 5.16.    Insider.    No Restricted Person, nor any Person having "control" (as that term is defined in
12 U.S.C. § 375b(9) or in regulations promulgated pursuant thereto) of any Restricted Person, is a "director" or an "executive officer" or "principal shareholder" (as those terms are
defined in 12 U.S.C. § 375b(8) or (9) or in regulations promulgated pursuant thereto) of any Lender, of a bank holding company of which any Lender is a Subsidiary or of any
Subsidiary of a bank holding company of which any Lender is a Subsidiary. 


        Section 5.17.    Solvency.    Upon giving effect to the issuance of the Notes, the execution of the Loan
Documents by Borrower and each Guarantor and the consummation of the transactions contemplated hereby, (i) Borrower and each Guarantor will be solvent (as such term is used in applicable
bankruptcy, liquidation, receivership, insolvency or similar Laws), and the sum of Borrower's 


25







 



and
each Guarantor's absolute and contingent liabilities, including the Obligations or guarantees thereof, shall not exceed the fair market value of such Restricted Person's assets, and
(ii) Borrower's and each Guarantor's capital should be adequate for the businesses in which such Restricted Person is engaged and intends to be engaged. Neither Borrower nor any other
Restricted Person has incurred (whether under the Loan Documents or otherwise), nor does any Restricted Person intend to incur or reasonably foreseeably believes that it will incur, debts which will
be beyond its ability to pay as such debts mature. 


        Section 5.18.    Not a "Reportable Transaction".    Borrower does not intend to treat the Borrowings and
related transactions as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6011-4). In the event Borrower determines to take any action
inconsistent with such intention, it will promptly notify the Administrative Agent thereof. If Borrower takes any action inconsistent with such intention, or if Borrower so notifies the Administrative
Agent, then Borrower acknowledges that, as a result of such action or notice, one or more of the Lenders may treat its Loans as part of a transaction that is subject to Treasury Regulation
Section 301.6112-1, and such Lender or Lenders will maintain the lists and other records required by such Treasury Regulation. 


ARTICLE VI—Affirmative Covenants  


        To conform with the terms and conditions under which each Lender is willing to have credit outstanding to Borrower, and to induce each Lender to enter into this
Agreement and extend credit hereunder, Borrower covenants and agrees that until the full and final payment of the Obligations and the termination of this Agreement, unless Majority Lenders, or all
Lenders as required under Section 10.1, have previously agreed otherwise: 


        Section 6.1.    Payment and Performance.    Each Restricted Person will pay all amounts due from it pursuant to
the provisions of the Loan Documents to which it is a party in accordance with the terms thereof and will observe, perform and comply with every covenant, term and condition imposed on it pursuant to
the provisions of such Loan Documents. 


        Section 6.2.    Books, Financial Statements and Reports.    Each Restricted Person will at all times maintain
full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the
following statements and reports to each Lender at Borrower's expense: 


        (a)   Promptly
upon the filing thereof, and in any event within ninety (90) days after the end of each Fiscal Year, a copy of Borrower's Form 10-K,
which report shall include Borrower's complete Consolidated financial statements together with all notes thereto, prepared in reasonable detail in accordance with GAAP, together with an opinion,
without material qualification, based on an audit using generally accepted auditing standards, by PricewaterhouseCoopers LLP, or other independent certified public accountants selected by General
Partner, stating that such Consolidated financial statements have been so prepared. These financial statements shall contain a Consolidated balance sheet as of the end of such Fiscal Year and
Consolidated statements of earnings for such Fiscal Year. Such Consolidated financial statements shall set forth in comparative form the corresponding figures for the preceding Fiscal Year. 



        (b)   Promptly
upon the filing thereof, and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a copy of
Borrower's Form 10-Q, which report shall include Borrower's unaudited Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated statements of Borrower's
earnings and cash flows for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter. In addition Borrower will, together with each
such set of financial statements and each set of financial statements furnished under subsection (a) of this section, furnish a certificate in the form of Exhibit D signed by the chief
financial officer, principal accounting officer or treasurer of General Partner stating 


26







 



that
such financial statements are accurate and complete in all material respects (subject to normal year-end adjustments), stating that he has reviewed the Loan Documents, containing
calculations showing compliance (or non-compliance) at the end of such Fiscal Quarter with the requirements of Sections 7.8 and 7.9 and stating that, to the best of his knowledge, no
Default exists at the end of such Fiscal Quarter or at the time of such certificate or specifying the nature and period of existence of any such Default. 



        (c)   Promptly
upon their becoming available, copies of all Form 8-K's filed by Borrower with any securities exchange, the Securities and Exchange
Commission or any similar governmental authority. 


        (d)   Promptly
upon their becoming available, copies of all financial statements, reports, notices and proxy statements sent by Borrower to its unit holders and all
registration statements filed by Borrower with any securities exchange, the Securities and Exchange Commission or any similar governmental authority. 


        (e)   Prompt
notice of any publicly announced change in PAA's Debt Rating by either Standard & Poor's or Moody's. 


Documents
required to be delivered pursuant to Section 6.2(a), (b), (c) or (d), (to the extent any such documents are included in materials otherwise filed with the Securities and
Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, on
the Borrower's website on the Internet at the website address listed in Section 10.3, and notifies Administrative Agent of such posting or link. 


        Section 6.3.    Other Information and Inspections.    In each case subject to the last sentence of this
Section 6.3, each Restricted Person will furnish to Administrative Agent any information which Administrative Agent or any Lender may from time to time reasonably request concerning any
covenant, provision or condition of the Loan Documents or any matter in connection with any Restricted Person's businesses and operations. In each case subject to the last sentence of this
Section 6.3, each Restricted Person will permit representatives appointed by Administrative Agent (including independent accountants, auditors, agents, attorneys, appraisers and any other
Persons), upon reasonable prior notice, to visit and inspect during normal business hours any of such Restricted Person's property, including its books of account, other books and records, and any
facilities or other business assets, and to make extra copies therefrom and photocopies and photographs thereof, and to write down and record any information such representatives obtain, and each
Restricted Person shall permit Administrative Agent or its representatives to investigate and verify the accuracy of the information furnished to Administrative Agent or any Lender in connection with
the Loan Documents and to discuss all such matters with its officers, employees and, upon reasonable prior notice to Borrower, its representatives. Each of the foregoing inspections and examinations
shall be made subject to compliance with applicable safety standards and the same conditions applicable to any Restricted Person in respect of property of that Restricted Person on the premises of
Persons other than a Restricted Person or an Affiliate of a Restricted Person, and all information, books and records furnished or requested to be made, all information to be investigated or verified
and all discussion conducted with any officer, employee or representative of any Restricted Person shall be subject to any applicable attorney-client privilege exceptions which the Restricted Person
determines is reasonably necessary and compliance with conditions to disclosures under non-disclosure agreements between any Restricted Person and Persons other than a Restricted Person or
an Affiliate of a Restricted Person and the express undertaking of each Person acting at the direction of or on behalf of any Lender Party to be bound by the confidentiality provisions of
Section 10.6 of this Agreement. 


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        Section 6.4.    Notice of Material Events.    Borrower will notify each Lender Party, not later than five
(5) Business Days after any executive officer of Borrower has knowledge thereof, stating that such notice is being given pursuant to this Agreement, of: 



        (a)   the
occurrence of any Material Adverse Change, 


        (b)   the
occurrence of any Default, 


        (c)   the
acceleration of the maturity of any Indebtedness owed by any Restricted Person or of any default by any Restricted Person under any indenture, mortgage, agreement,
contract or other instrument to which any of them is a party or by which any of them or any of their properties is bound, if such acceleration or default would reasonably be expected to cause a
Material Adverse Change, 


        (d)   the
occurrence of any Termination Event, 


        (e)   any
claim under any Environmental Law adverse to a Restricted Person or of potential liability with respect to such claim, or any other adverse claim asserted against
any Restricted Person or with respect to any Restricted Person's properties taken as a whole, in each case, which claim would reasonably be expected to cause a Material Adverse Change, and 



        (f)    the
filing of any suit or proceeding, or the assertion in writing of a claim against any Restricted Person or with respect to any Restricted Person's properties, which
would reasonably be expected to cause a Material Adverse Change. 




Upon
the occurrence of any of the foregoing the applicable Restricted Person will take all necessary or appropriate steps to remedy promptly, if applicable, any such Material Adverse Change, Default,
acceleration, default or Termination Event, to protect against any such adverse claim, to defend any such claim, suit or proceeding, and to resolve all controversies on account of any of the
foregoing. 


        Section 6.5.    Maintenance of Existence, Qualifications and Assets.    Each Significant Restricted Person
(i) will maintain and preserve its existence and its rights (including permits, licenses and other authorizations required under Environmental Laws) and franchises in full force and effect,
(ii) will qualify to do business in all states or jurisdictions where required by applicable Law, and (iii) keep all of its material assets that are useful in and necessary to its
business in good working order and condition (ordinary wear and tear and obsoleteness excepted) except, in each case (a) where the failure so to maintain, preserve, qualify or keep would not be
reasonably expected to cause a Material Adverse Change, (b) as permitted in Section 7.3 or as a result of statutory conversions or (c) as a result of a release permitted pursuant
to Section 6.9. Borrower will notify Administrative Agent in writing of any changes in its or any other Significant Restricted Person's name or the location of its or any other Significant
Restricted Person's chief executive office or principal place of business. 


        Section 6.6.    Payment of Taxes, etc.    Each Significant Restricted Person will (a) timely file all
required tax returns (including any extensions), (b) timely pay all taxes, assessments, and other governmental charges or levies imposed upon it or upon its income, profits or property, and
(c) maintain appropriate accruals and reserves for all of the foregoing as required by GAAP, except to the extent that (y) it is in good faith contesting the validity thereof by
appropriate proceedings, if necessary, and has set aside on its books adequate reserves therefor which are required by GAAP or (z) such non-filing, non-payment or
non-maintenance would not reasonably be expected to cause a Material Adverse Change. 


        Section 6.7.    Insurance.    In accordance with industry standards, each Significant Restricted Person will
keep insured (by responsible and reputable insurance companies or associations) or self-insured, at the option of Borrower or such Significant Restricted Person, in such amounts and
against such risks as are usually insured by Persons engaged in the same or similar businesses and owning similar properties. The insurance coverages and amounts will be reasonably determined by
Borrower, based on coverages 


28







 



carried
by prudent owners of similar property, and with respect to each Restricted Person, may be maintained by the Borrower. 


        Section 6.8.    Compliance with Agreements and Law.    Each Significant Restricted Person will perform all
material obligations it is required to perform under the terms of each indenture, mortgage, deed of trust, security agreement, lease, franchise and other material agreement, contract or other
instrument (including all contractual obligations and agreements with respect to environmental remediation or other environmental matters) to which it is a party or by which it or any of its
properties is bound to the extent that non-performance therewith would not reasonably be expected to cause a Material Adverse Change. Each Restricted Person will conduct its business and
affairs in compliance, in all material respects, with all Laws (including Environmental Laws) applicable thereto to the extent non-compliance therewith would not reasonably be expected to
cause a Material Adverse Change or such requirement of Law is being contested in good faith or a bona fide dispute exists with respect thereto. 



        Section 6.9.    Guaranties of Subsidiaries.    Each Significant Restricted Person that has outstanding
Indebtedness (other than guarantees hereunder) shall execute and deliver to Administrative Agent an absolute and unconditional guaranty of the timely repayment of the Obligations (in each case for
which such Person is not a borrower, account party or similar primary and direct obligor), which guaranty shall be reasonably satisfactory to Administrative Agent in form and substance;  provided, with
respect to any such Person that is not a Wholly Owned Subsidiary of Borrower, for which consent or approval of third parties is required
for the delivery of such guaranty, such Person shall not be required to deliver such guaranty, but shall use its commercially reasonable best efforts, as determined by Administrative Agent, to deliver
such guaranty. Notwithstanding any provision contained herein, in no event shall any Unrestricted Subsidiary be required to execute and deliver any guaranty for, or in respect of, the Obligations, or
any part thereof. Borrower will cause each of its Subsidiaries required to deliver a guaranty pursuant to this Section 6.9 to deliver to Administrative Agent, simultaneously with its delivery
of such a guaranty, written evidence satisfactory to Administrative Agent that such Subsidiary has taken all corporate, limited liability company or partnership action necessary to duly approve and
authorize its execution, delivery and performance of such guaranty. Borrower may at any time request the release of one or more Guarantors from their guaranty of the Obligations, and each such
Guarantor shall be so released upon such request, provided, no Default then exists and either (a) such Guarantor has no outstanding Indebtedness
or guaranties of Indebtedness (other than guaranties hereunder) or (b) the request is in contemplation of the sale or disposition of such Subsidiary (including all or substantially all of its
assets). Administrative Agent is authorized to execute and deliver to Borrower evidence of any such release, as reasonably requested by, and at the expense of, Borrower. 


ARTICLE VII—Negative Covenants  


        To conform with the terms and conditions under which each Lender is willing to have credit outstanding to Borrower and to induce each Lender to enter into this
Agreement and make the Loans, Borrower covenants and agrees that until the full and final payment of the Obligations and the termination of this Agreement, unless Majority Lenders, or all Lenders as
required under Section 10.1, have previously agreed otherwise: 


        Section 7.1.    Subsidiary Indebtedness.    No Subsidiary of Borrower will incur any Indebtedness other than: 


        (a)   the
Obligations; 


        (b)   Guaranties
by Guarantors of Indebtedness of any Restricted Person (i) arising under the US/Canada Credit Agreement and the 364-Day Credit Agreement,
or (ii) if arising under any other agreement, the incurrence of which did not result in a Default or an Event of Default; 


29







 



        (c)   Indebtedness
of (i) PMC (Nova Scotia) Company and Plains Marketing Canada, L.P. pursuant to the US/Canada Credit Agreement in an aggregate principal amount not to
exceed at any time outstanding $325,000,000, and (ii) Plains Marketing pursuant to the Contango Credit Agreement in an aggregate principal amount not to exceed at any time outstanding
$300,000,000; 


        (d)   Indebtedness
of any Restricted Person owing to another Restricted Person; 


        (e)   Indebtedness
of any Subsidiary described in clause (b) of the definition of "Indebtedness" that is determinable but not yet earned;  provided, Borrower reasonably contemplates that such Indebtedness will be
repaid from the proceeds of one or more advances made by Borrower to such
Subsidiary; 


        (f)    Indebtedness
of a Subsidiary acquired (including acquisition by merger, consolidation or amalgamation) on or after the date hereof by a Restricted Person, which
Indebtedness was incurred by such Subsidiary before the time of such acquisition, merger, consolidation or amalgamation, and was not created in contemplation thereof;  provided, that contemporaneously
with such acquisition, merger, consolidation or amalgamation, and so long as no adverse tax and/or regulatory
consequences are caused thereby, such Subsidiary shall be a Guarantor subject to the provisions of Section 6.9; and 



        (g)   Indebtedness
not otherwise described in the foregoing clauses (a) through (f) owing by any one or more Guarantors in an aggregate principal amount not to
exceed at any time outstanding the greater of (A) $100,000,000 and (B) fifteen percent (15%) of Consolidated Tangible Net Worth. 


        Section 7.2.    Limitation on Liens.    No Restricted Person will create, assume or permit to exist any Lien
upon any of the properties or assets which it now owns or hereafter acquires, except the following ("Permitted Liens"): 



        (a)   Liens
securing (i) on a pari passu basis, both (x) the Obligations and (y) the Liabilities of any
Restricted Person arising under the US/Canada Credit Agreement, and (ii) if required, any related interest hedge rate agreements; 


        (b)   Liens
securing Indebtedness of Plains Marketing under the Contango Credit Agreement at any one time outstanding not in excess of $300,000,000 on (i) Petroleum
Products subject to Cash and Carry Purchases financed pursuant to the Contango Credit Agreement, (ii) hedging contracts covering such Petroleum Products, (iii) contracts for the purchase
or sale of such Petroleum Products and accounts receivable arising therefrom, and (iv) all proceeds of the foregoing; 



        (c)   Liens
imposed by any governmental authority for taxes, assessments or charges not yet due or the validity of which is being contested in good faith and by appropriate
proceedings, if necessary, for which adequate reserves are maintained on the books of any Restricted Person in accordance with GAAP; 


        (d)   pledges
or deposits of cash or securities under worker's compensation, unemployment insurance or other social security legislation; 


        (e)   carriers',
warehousemen's, mechanics', materialmen's, repairmen's, landlord's, or other like Liens (including without limitation, Liens on property of any Restricted
Person in the possession of storage facilities, pipelines or barges) arising in the ordinary course of business for amounts which are not more than 60 days past due or the validity of which is
being contested in good faith and, if necessary, by appropriate proceedings, and for which adequate reserves are maintained on the books of any Restricted Person in accordance with GAAP; 


        (f)    Liens
on cash and Cash Equivalents under or with respect to accounts with brokers or counterparties with respect to hedging contracts consisting of cash, commodities or
futures contracts, options, securities, instruments, and other like assets securing only hedging contracts; 


30







 



        (g)   deposits
of cash or securities to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 


        (h)   easements,
rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business and encumbrances consisting of
zoning restrictions, easements, licenses, restrictions on the use of real property or minor imperfections in title thereto which, in the aggregate, are not material in amount, and which do not in any
case materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any Restricted Person; 


        (i)    Liens
in respect of operating leases; 


        (j)    Liens
upon any property or assets directly or indirectly acquired on or after the date hereof by a Restricted Person, each of which either (i) existed on such
property or asset before the time of its acquisition and was not created in anticipation thereof, or (ii) was created solely for the purpose of securing Indebtedness representing, or incurred
to finance, refinance or refund, the cost (including the cost of construction) of such property or asset; provided that no such Lien shall extend to or cover any property or asset of a Restricted
Person other than the property or asset so acquired (or constructed); and any extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or
replacements), in whole or part, of the foregoing, provided, however, that such Liens shall not cover or secure any additional Indebtedness, obligations, property or asset; 


        (k)   rights
reserved to or vested in any governmental authority by the terms of any right, power, franchise, grant, license or permit, or by any provision of law, to revoke
or terminate any such right, power, franchise, grant, license or permit or to condemn or acquire by eminent domain or similar process; 


        (l)    rights
reserved to or vested by Law in any governmental authority to in any manner, control or regulate in any manner any of the properties of any Restricted Person or
the use thereof or the rights and interests of any Restricted Person therein, in any manner under any and all Laws; 


        (m)  rights
reserved to the grantors of any properties of any Restricted Person, and the restrictions, conditions, restrictive covenants and limitations, in respect thereto,
pursuant to the terms, conditions and provisions of any rights-of-way agreements, contracts or other agreements therewith; 


        (n)   inchoate
Liens in respect of pending litigation or with respect to a judgment which has not resulted in an Event of Default under Section 8.1; 


        (o)   Liens
securing obligations in an aggregate principal amount not to exceed at any time outstanding 10% of Borrower's Consolidated Tangible Net Worth; and 



        (p)   Liens
related to the extension, renewal, refinancing, refunding or replacement (or successive extensions, renewals, refinancings, refundings or replacements), in whole
or in part, of clauses (a), (b) and (o) of this Section 7.2; provided, however, that such Liens shall not cover or secure any additional Indebtedness. 


        Section 7.3.    Limitation on Mergers.    Except as expressly provided in this section, no Significant
Restricted Person (other than (i) a Guarantor for whom a release has been requested pursuant to an event described in clause (b) of Section 6.9 and otherwise is so released, or
(ii) such other Significant Restricted Person, other than Borrower, that is the subject of any such event described in such clause (b) of Section 6.9) will (a) merge or
consolidate or amalgamate with any Person, or liquidate, wind up or dissolve or (b) sell, transfer, lease, exchange or otherwise dispose of, in one transaction or a series of related
transactions, all or substantially all of its business or property, whether now owned or hereafter acquired, to any Person; provided, any such
Significant Restricted Person, other than 


31







 



Borrower,
may (A) merge into or consolidate or amalgamate with, and such business and property may be disposed of to: 



          (i)  any
other Subsidiary of Borrower; provided, if such Significant Restricted Person or such Subsidiary is a Guarantor, a
Guarantor is the surviving or transferee (as applicable) business entity, 


         (ii)  Borrower,
so long as Borrower is the surviving or transferee (as applicable) business entity and after giving effect thereto, no Default exists, or 



        (iii)  any
other Person pursuant or incidental to, or in connection with, any contemporaneous or substantially contemporaneous acquisition,  provided that for purposes of this clause (iii) such merging,
amalgamating, consolidating or transferor Significant Restricted Person is not
Borrower, Guarantor or a Wholly Owned Subsidiary of Borrower, other than a Wholly Owned Subsidiary that was formed, acquired or created solely for purposes of such acquisition or otherwise conducted
no operations and owned no assets, other than of an inconsequential amount and 




(B)
dissolve, liquidate or wind up if such dissolution, liquidation and winding up results from dispositions not prohibited by this Agreement. 



        Section 7.4.    Limitation on New Businesses.    No Restricted Person will materially or substantially engage
directly or indirectly in any business or conduct any operations other than (i) marketing, gathering, transporting (by barge, pipeline, ship, truck or other modes of hydrocarbon
transportation), terminalling, storing, producing, acquiring, developing, exploring for, exploiting, producing, processing, dehydrating and otherwise handling hydrocarbons, including, without
limitation, constructing pipeline, platform, dehydration, processing and other energy-related facilities, (ii) any other business that generates gross income that constitutes "qualifying
income" under Section 7704(d) of the Internal Revenue Code of 1986, as amended, or (iii) activities or services reasonably related or ancillary thereto including entering into hedging
obligations to support those businesses. 


        Section 7.5.    Transactions with Affiliates.    No Restricted Person will engage in any material transaction
with any of its Affiliates except as follows: (a) transactions among Borrower and its Subsidiaries or between Subsidiaries of Borrower; (b) if and to the extent any of them constitute
transactions with Affiliates, transactions governed by the Crude Oil Marketing Agreement among Plains Resources Inc., Plains Illinois Inc., Stocker Resources, L.P., Arguello Inc.,
Calumet Florida Inc. (and successors of each) and Plains Marketing dated November 23, 1998 or the Omnibus Agreement between Plains Resources Inc., Borrower, Plains Marketing,
Plains Pipeline and Plains All American Inc. (and successors of each) dated November 23, 1998, as amended and in effect; (c) any employment, equity award, equity option or equity
appreciation agreement or plan entered into by Borrower or any of its Subsidiaries in the ordinary course of business of Borrower or such Subsidiary; (d) transactions effected in accordance
with the terms of agreements as in effect on the closing date hereof; (e) customary compensation, indemnification and other benefits made available to officers, directors or employees of
Borrower, any of its Subsidiaries or GP LLC, including reimbursement or advancement of out-of-pocket expenses and provisions of officers' and directors' liability insurance;
(f) transactions as contemplated by Borrower's agreement of limited partnership; and (g) transactions on terms which are no less favorable to such Restricted Person than those which
would have been obtainable at the time in arm's-length transactions with Persons other than such Affiliates. 


        Section 7.6.    Limitation on Distributions.    Borrower shall not declare or pay any Distribution so long as
any Default or Event of Default has occurred and is continuing or would result therefrom. 


        Section 7.7.    Restricted Contracts.    Except as expressly provided for in the Loan Documents and as
described in the Disclosure Schedule or pursuant to a Restriction Exception, the substance of which, in detail satisfactory to Administrative Agent, is promptly reported to Administrative Agent, no
Restricted Person will, directly or indirectly, enter into, create, or otherwise allow to exist any contract or other consensual restriction on the ability of any Subsidiary of Borrower to:
(a) pay dividends or 


32







 



make
other distributions to Borrower, (b) redeem equity interests held in it by Borrower, (c) repay loans and other indebtedness owing by it to Borrower, or (d) transfer any of
its assets to Borrower. 


        Section 7.8.    Debt Coverage Ratio.    At the end of any Fiscal Quarter, the Debt Coverage Ratio will not be
greater than the amount set forth below for the applicable time set forth below: 



	 	 	(i) During an Acquisition Period:	 	5.25 to 1.0
	

 	
 	

(ii) Other than an Acquisition Period:	
 	

4.50 to 1.0





As used herein, "Debt Coverage Ratio" means the ratio of (a) Consolidated Funded Indebtedness to (b) Consolidated
EBITDA, for the four Fiscal Quarter period (or other period specified below) most recently ended prior to the date of determination for which financial statements contemplated by Section 6.2(a)
or (b) are available to Borrower; provided, for purposes of this Section 7.8, if, since the beginning of the four Fiscal Quarter period
ending on the date for which Consolidated EBITDA is determined, any Restricted Person shall have made any asset disposition or acquisition, shall have consolidated or merged with or into any Person
(other than another Restricted Person), or shall have made any disposition or acquisition of a Restricted Person or disposition or acquisition of any partial ownership interest in any other Person,
Consolidated EBITDA shall be calculated giving pro forma effect thereto as if the disposition, acquisition, consolidation or merger had occurred on the first day of such period;  provided, with respect
to any Person not constituting a Subsidiary of Borrower, such pro forma calculation of Consolidated EBITDA, with respect to any
such Person, shall be limited to not more than 75% of (i) such Restricted Person's ownership interest in such Person times (ii) the
difference of such Person's (A) Consolidated EBITDA minus (B) Interest Expense and capital expenditures. Such pro forma calculations shall
be determined (i) in good faith by the chief financial officer of Borrower, and (ii) without giving effect to any anticipated or proposed change in operations, revenues, expenses or
other items included in the computation of Consolidated EBITDA, except cost reductions specifically identified at the time of disposition, acquisition, consolidation or merger that are attributable to
personnel reductions, non-recurring maintenance and environmental costs and allocated corporate overhead. 


        Section 7.9.    Interest Coverage Ratio.    The ratio of (a) Consolidated EBITDA to (b) Interest
Expense for each four Fiscal Quarter period ending on or after the date hereof will not be less than 2.75 to 1.0. 



        Section 7.10.    Unrestricted Subsidiaries.    So long as no Default or Event of Default has occurred and is
continuing, and after giving effect to such designation, no Default or Event of Default would result therefrom, Borrower or any Wholly Owned Subsidiary of Borrower may designate one or more
Subsidiaries that are not Guarantors (each such Subsidiary, and each of its Subsidiaries, each an "Unrestricted Subsidiary"), which Unrestricted
Subsidiaries shall be subject to the following: 


        (a)   No
Unrestricted Subsidiary shall be deemed to be a "Restricted Person" or a "Subsidiary" of Borrower for purposes of this Agreement or any other Loan Document, and no
Unrestricted Subsidiary shall be subject to or included within the scope of any provision herein or in any other Loan Document, including without limitation any representation, warranty, covenant or
Event of Default herein or in any other Loan Document, except as set forth in this Section 7.10. 


        (b)   No
Restricted Person shall guarantee or otherwise become liable in respect of any Indebtedness of, grant any Lien on any of its property to secure any Indebtedness of or
other obligation of, or provide any other form of credit support to, any Unrestricted Subsidiary, and no Restricted Person shall enter into any contract or agreement with any Unrestricted Subsidiary,
except on terms no less favorable to such Restricted Person, as applicable, than could be obtained in a comparable arm's length transaction with a non-Affiliate of such Restricted Person. 


33







 



        (c)   Borrower
shall at all times maintain, as between Restricted Persons and Unrestricted Subsidiaries, the separate existence of each Unrestricted Subsidiary. 


        (d)   Restricted
Persons shall notify each Lender Party, not later than five (5) Business Days after any executive officer of Restricted Persons has knowledge of, any
claim, including any claim under any Environmental Law, or any notice of potential liability under any Environmental Law, asserted against any Unrestricted Subsidiary or with respect to any
Unrestricted Subsidiary's properties that would be expected to result in a Material Adverse Change, stating that such notice is being given pursuant to this Section 7.10. 


        Borrower
may designate any Unrestricted Subsidiary to become a Restricted Person if a Default or Event of Default is not continuing, such designation would not result in a Default or an
Event of Default, and immediately thereafter such Subsidiary has no outstanding Indebtedness. Immediately thereafter, Borrower shall promptly notify the Administrative Agent of such designation and
provide to it an officer's certificate that such designation was made in compliance with this Section 7.10. 



        Section 7.11.    No Negative Pledges.    Except as described in the Disclosure Schedule or pursuant to a
Restriction Exception, the substance of which, in detail satisfactory to Administrative Agent, is promptly reported to Administrative Agent, no Restricted Person will, directly or indirectly, enter
into, create, or consent to be bound to any contract or other consensual restriction that restricts the ability of any Restricted Person to create or maintain Liens on its assets in favor of
Administrative Agent and Lenders to secure, in whole or part, the Obligations. 


ARTICLE VIII—Events of Default and Remedies  


        Section 8.1.    Events of Default.    Each of the following events constitutes an Event of Default under this
Agreement: 


        (a)   Borrower
fails to pay the principal component of any Loan when due and payable, whether at a date for the payment of a fixed installment or as a contingent or other
payment becomes due and payable or as a result of acceleration or otherwise; 



        (b)   Any
Restricted Person fails to pay any Obligation for which it is contractually liable (other than the Obligations in subsection (a) above) when due and payable,
whether at a date for the payment of a fixed installment or as a contingent or other payment becomes due and payable or as a result of acceleration or otherwise, within three Business Days after the
same becomes due; 


        (c)   Any
Restricted Person fails to duly observe, perform or comply with any covenant, agreement or provision of Section 6.4 or Article VII; 


        (d)   Any
Restricted Person fails (other than as referred to in subsections (a), (b) or (c) above) to duly observe, perform or comply with any of its obligations
under any covenant, agreement, condition or provision of any Loan Document to which it is a party, and such failure remains unremedied for a period of thirty (30) days after notice of such
failure is given by Administrative Agent to Borrower; 


        (e)   Any
representation or warranty previously, presently or hereafter made in writing by or on behalf of any Restricted Person in connection with any Loan Document shall
prove to have been false or incorrect in any material respect on any date on or as of which made, or any Loan Document at any time ceases to be valid, binding and enforceable as warranted in
Section 5.5 for any reason other than its release or subordination by Administrative Agent; 



        (f)    Any
Restricted Person shall default in the payment when due of any principal of or interest on any of its other Indebtedness, or any net hedging obligations in excess of
$15,000,000 in the aggregate (other than such Indebtedness or hedging obligations the validity of which is being contested in good faith, by appropriate proceedings (if necessary) and for which
adequate reserves with respect thereto are maintained on the books of such Restricted Person as required by GAAP), or any event 


34







 



specified
in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness or hedging obligations shall occur for a period beyond the applicable grace, cure
extension, forbearance or other similar period, if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such
Indebtedness or hedging obligations (or a trustee or agent on behalf of such holder or holders) to cause, as applicable, such Indebtedness to become due, or to be prepaid in full (whether by
redemption, purchase, offer to purchase or otherwise), prior to its stated maturity, or an early termination event or similar event to occur and such Restricted Person's related net hedging
obligations in excess of $15,000,000 to become due and payable; 


        (g)   Either
(i) any "accumulated funding deficiency" (as defined in Section 412(a) of the Code) in excess of $5,000,000 exists with respect to any ERISA Plan, whether
or not waived by the Secretary of the Treasury or his delegate, or (ii) any Termination Event occurs with respect to any ERISA Plan and the then current value of such ERISA Plan's benefit
liabilities exceeds the then current value of such ERISA Plan's assets available for the payment of such benefit liabilities by more than $5,000,000 (or in the case of a Termination Event involving
the withdrawal of a substantial employer, the withdrawing employer's proportionate share of such excess exceeds such amount); 


        (h)   GP
LLC, General Partner, or any Significant Restricted Person: 



          (i)  has
entered against it a judgment, decree or order for relief by a Tribunal of competent jurisdiction in an involuntary proceeding commenced under any applicable
bankruptcy, insolvency or other similar Law of any jurisdiction now or hereafter in effect, including the federal Bankruptcy Code, as from time to time amended, or has any such proceeding commenced
against it, in each case, which remains undismissed for a period of sixty days; or 



         (ii)  commences
a voluntary case under any applicable bankruptcy, insolvency or similar Law now or hereafter in effect, including the federal Bankruptcy Code, as from time to
time amended; or applies
for or consents to the entry of an order for relief in an involuntary case under any such Law; or makes a general assignment for the benefit of creditors; or is generally unable to pay (or admits in
writing its inability to so pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing; or 


        (iii)  has
entered against it the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of all or a
substantial part of its assets in a proceeding brought against or initiated by it, and such appointment or taking possession is neither made ineffective nor discharged within sixty days after the
making thereof, or such appointment or taking possession is at any time consented to, requested by, or acquiesced to by it; or 




        (i)    Any
Significant Restricted Person: 



          (i)  has
entered against it a final judgment for the payment of money in excess of $15,000,000 (in each case not covered by insurance satisfactory to Administrative Agent in
its discretion), unless the same is stayed or discharged within thirty days after the date of entry thereof (or longer period for which a stay of enforcement is allowed by applicable Law) or an appeal
or appropriate proceeding for review thereof is taken within such period and a stay of execution pending such appeal is obtained; or 


         (ii)  suffers
a writ or warrant of attachment or any similar process to be issued by any Tribunal against all or any substantial part of its assets, and such writ or warrant
of attachment or any similar process is not stayed or released within sixty days after the entry or levy thereof (or longer period for which a stay of enforcement is allowed by applicable Law) or
after any stay is vacated or set aside; 



35









   
        (j)    Any Change in Control occurs. 


Upon
the occurrence of an Event of Default described in subsection (h)(i), (h)(ii) or (h)(iii) of this section: all Obligations shall thereupon be immediately due and payable, without
demand, presentment, notice of demand or of dishonor and nonpayment, protest, notice of protest, notice of intention to accelerate, declaration or notice of acceleration, or any other notice or
declaration of any kind, all of which are hereby expressly waived by Borrower and each Restricted Person who at any time ratifies or approves this Agreement. Upon any such acceleration, any obligation
of any Lender to make any further Loans shall be permanently terminated. During the continuance of any other Event of Default, Administrative Agent at any time and from time to time may (and upon
written instructions from Majority Lenders, Administrative Agent shall), without notice to Borrower or any other Restricted Person, do either or both of the following: (1) terminate or suspend
any obligation of Lenders to make Loans hereunder, and (2) declare any or all of the Obligations immediately due and payable, and all such Obligations shall thereupon be immediately due and
payable, without demand, presentment, notice of demand or of dishonor and nonpayment, protest, notice of protest, notice of intention to accelerate, declaration or notice of acceleration, or any other
notice or declaration of any kind, all of which are hereby expressly waived by Borrower and each Restricted Person who at any time ratifies or approves this Agreement. 


        Section 8.2.    Remedies.    If any Default shall occur and be continuing, each Lender Party may protect and
enforce its rights under the Loan Documents by any appropriate proceedings, including proceedings for specific performance of any covenant or agreement contained in any Loan Document, and each Lender
Party may enforce the payment of any Obligations due it or enforce any other legal or equitable right which it may have. All rights, remedies and powers conferred upon Lender Parties under the Loan
Documents shall be deemed cumulative and not exclusive of any other rights, remedies or powers available under the Loan Documents or at Law or in equity. 


ARTICLE IX—Administrative Agent  


        Section 9.1.    Appointment and Authority.    Each Lender Party hereby irrevocably authorizes Administrative
Agent, and Administrative Agent hereby undertakes, to receive payments of principal, interest and other amounts due hereunder as specified herein and to take all other actions and to exercise such
powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms hereof or thereof, together with all other powers reasonably incidental thereto. The relationship of
Administrative Agent to the other Lender Parties is only that of one commercial lender acting as
administrative agent for others, and nothing in the Loan Documents shall be construed to constitute Administrative Agent a trustee or other fiduciary for any Lender Party or any holder of any
participation in a Note nor to impose on Administrative Agent duties and obligations other than those expressly provided for in the Loan Documents. With respect to any matters not expressly provided
for in the Loan Documents and any matters which the Loan Documents place within the discretion of Administrative Agent, Administrative Agent shall not be required to exercise any discretion or take
any action, and it may request instructions from Lenders with respect to any such matter, in which case it shall be required to act or to refrain from acting (and shall be fully protected and free
from liability to all Lender Parties in so acting or refraining from acting) upon the instructions of Majority Lenders (including itself), provided, however, that Administrative Agent shall not be
required to take any action which exposes it to a risk of personal liability that it considers unreasonable or which is contrary to the Loan Documents or to applicable Law. Upon receipt by
Administrative Agent from Borrower of any communication calling for action on the part of Lenders or upon notice from Borrower or any Lender to Administrative Agent of any Default or Event of Default,
Administrative Agent shall promptly notify each other Lender thereof. 



        Section 9.2.    Exculpation, Administrative Agent's Reliance, Etc.    Neither Administrative Agent nor any of
its directors, officers, agents, attorneys, or employees shall be liable for any action taken or 


36







 



omitted
to be taken by any of them under or in connection with the Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY KIND, except that each shall be
liable for its own gross negligence or willful misconduct. Without limiting the generality of the foregoing, Administrative Agent (a) may treat the payee of any Note as the holder thereof until
Administrative Agent receives written notice of the assignment or transfer thereof in accordance with this Agreement, signed by such payee and in form satisfactory to Administrative Agent;
(b) may consult with legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to
be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any other Lender Party and shall not be
responsible to any other Lender Party for any statements, warranties or representations made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire
as to the performance or observance of any of the terms, covenants or conditions of the Loan Documents on the part of any Restricted Person or to inspect the property (including the books and records)
of any Restricted Person; (e) shall not be responsible to any other Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan
Document or any instrument or document furnished in connection therewith; (f) may rely upon the representations and warranties of each Restricted Person or Lender Party in exercising its powers
hereunder; and (g) shall incur no liability under or in respect of the Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (including any facsimile,
telegram, cable or telex) believed by it to be genuine and signed or sent by the proper Person or Persons. 



        Section 9.3.    Credit Decisions.    Each Lender Party acknowledges that it has, independently and without
reliance upon any other Lender Party, made its own analysis of Borrower and the transactions contemplated hereby and its own independent decision to enter into this Agreement and the other Loan
Documents. Each Lender Party also acknowledges that it will, independently and without reliance upon any other Lender Party and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents. 



        Section 9.4.    INDEMNIFICATION.    EACH
LENDER AGREES TO INDEMNIFY ADMINISTRATIVE AGENT (TO THE EXTENT NOT REIMBURSED BY BORROWER WITHIN TEN (10) DAYS AFTER DEMAND) FROM AND AGAINST SUCH LENDER'S PERCENTAGE SHARE OF ANY AND ALL
LIABILITIES, OBLIGATIONS, CLAIMS, LOSSES, DAMAGES, PENALTIES, FINES, ACTIONS, JUDGMENTS, SUITS, SETTLEMENTS, COSTS, EXPENSES OR DISBURSEMENTS (INCLUDING REASONABLE FEES OF ATTORNEYS, ACCOUNTANTS,
EXPERTS AND ADVISORS) OF ANY KIND OR NATURE WHATSOEVER (IN THIS SECTION COLLECTIVELY CALLED "LIABILITIES AND COSTS") WHICH TO ANY EXTENT (IN WHOLE OR IN PART) MAY BE IMPOSED ON, INCURRED BY, OR
ASSERTED AGAINST ADMINISTRATIVE AGENT GROWING OUT OF, RESULTING FROM OR IN ANY OTHER WAY ASSOCIATED WITH THE LOAN DOCUMENTS AND THE TRANSACTIONS AND EVENTS (INCLUDING THE ENFORCEMENT THEREOF) AT ANY
TIME ASSOCIATED THEREWITH OR CONTEMPLATED THEREIN AND BORROWER'S USE OF LOAN PROCEEDS (WHETHER ARISING IN CONTRACT OR IN TORT OR OTHERWISE AND INCLUDING ANY VIOLATION OR NONCOMPLIANCE WITH ANY
ENVIRONMENTAL LAWS BY ANY PERSON OR ANY LIABILITIES OR DUTIES OF ANY PERSON WITH RESPECT TO HAZARDOUS MATERIALS FOUND IN OR RELEASED INTO THE ENVIRONMENT).


THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF
STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ADMINISTRATIVE AGENT, provided only that no Lender shall be obligated under
this section to indemnify Administrative Agent for that portion, if any, of any liabilities and costs which is proximately caused by 


37







 



Administrative
Agent's own individual gross negligence or willful misconduct, as determined in a final judgment. Cumulative of the foregoing, each Lender agrees to reimburse Administrative Agent
promptly upon demand for such Lender's Percentage Share of any costs and expenses to be paid to Administrative Agent by Borrower under Section 10.4(a) to the extent that Administrative Agent is
not timely reimbursed for such expenses by Borrower as provided in such section. As used in this section the term "Administrative Agent" shall refer not only to the Persons designated as such in
Section 1.1 but also to each director, officer, agent, attorney, employee, representative and Affiliate of such Person. 


        Section 9.5.    Rights as Lender.    In its capacity as a Lender, Administrative Agent shall have the same
rights and obligations as any Lender and may exercise such rights as though it were not Administrative Agent. Administrative Agent may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with any Restricted Person or their Affiliates, all as if it were not Administrative Agent hereunder and without any duty to account
therefor to any other Lender. 


        Section 9.6.    Sharing of Set-Offs and Other Payments.    Each Lender Party agrees that if it
shall, whether through the exercise of rights of banker's lien, set off, or counterclaim against Borrower or otherwise, obtain payment of a portion of the aggregate Obligations owed to it which,
taking into account all distributions made by Administrative Agent under Section 3.1, causes such Lender Party to have received more than it would have received had such payment been received
by Administrative Agent and distributed pursuant to Section 3.1, then (a) it shall be deemed to have simultaneously purchased and shall be obligated to purchase interests in the
Obligations as necessary to cause all Lender Parties to share all payments as provided for in Section 3.1, and (b) such other adjustments shall be made from time to time as shall be
equitable to ensure that Administrative Agent and all Lender Parties share all payments of Obligations as provided in Section 3.1; provided, however, that nothing herein contained shall in any
way affect the right of any Lender Party to obtain payment (whether by exercise of rights of banker's lien, set-off or counterclaim or otherwise) of indebtedness other than the
Obligations. Borrower expressly consents to the foregoing arrangements, subject to Section 10.9. If all or any part of any funds transferred pursuant to this section is thereafter recovered
from the seller under this section which received the same, the purchase provided for in this section shall be deemed to have been rescinded to the extent of such recovery, together with interest, if
any, if interest is required pursuant to the order of a Tribunal to be paid on account of the possession of such funds prior to such recovery. 


        Section 9.7.    Investments.    Whenever Administrative Agent in good faith determines that it is uncertain
about how to distribute to Lender Parties any funds which it has received, or whenever Administrative Agent in good faith determines that there is any dispute among Lender Parties about how such funds
should be distributed, Administrative Agent may choose to defer distribution of the funds which are the subject of such uncertainty or dispute. If Administrative Agent in good faith believes that the
uncertainty or dispute will not be promptly resolved, or if Administrative Agent is otherwise required to invest funds pending distribution to Lender Parties, Administrative Agent shall invest such
funds pending distribution; all interest on any such Investment shall be distributed upon the distribution of such Investment and in the same proportion and to the same Persons as such Investment. All
moneys received by Administrative Agent for distribution to Lender Parties (other than to the Person who is Administrative Agent in its separate capacity as a Lender Party) shall be held by
Administrative Agent pending such distribution solely as Administrative Agent for such Lender Parties, and Administrative Agent shall have no equitable title to any portion thereof. 



        Section 9.8.    Benefit of Article IX.    The provisions of this Article are intended solely for the
benefit of Lender Parties, and no Restricted Person shall be entitled to rely on any such provision or assert any such provision in a claim or defense against any Lender (other than contained in
Section 9.6 or the right to reasonably approve a successor Administrative Agent under Section 9.9). Lender Parties 


38








 



may
waive or amend such provisions as they desire without any notice to or consent of Borrower or any other Restricted Person. 


        Section 9.9.    Resignation.    Administrative Agent may resign at any time by giving written notice thereof to
Lenders and Borrower. Each such notice shall set forth the date of such resignation. Upon any such resignation Majority Lenders shall have the right to appoint a successor Administrative Agent,
subject
to the approval of Borrower, unless a Default has occurred and is continuing, which approval will not be unreasonably withheld. A successor must be appointed for any retiring Administrative Agent, and
such Administrative Agent's resignation shall become effective when such successor accepts such appointment. If, within thirty days after the date of the retiring Administrative Agent's resignation,
no successor Administrative Agent has been appointed and has accepted such appointment, then the retiring Administrative Agent may appoint a successor Administrative Agent, which shall be a commercial
bank organized or licensed to conduct a banking or trust business under the Laws of the United States of America or of any state thereof. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. After any
retiring Administrative Agent's resignation hereunder the provisions of this Article IX shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under the Loan Documents. 


        Section 9.10.    Other Agents.    Neither the Syndication Agent nor the Documentation Agent
("Co-Agents"), in such capacities, shall have any duties or responsibilities or incur any liabilities in such agency capacities (as opposed
to its capacity as a Lender) under or in connection with this Agreement or under any of the other Loan Documents. The relationship between Borrower on the one hand, and the Co-Agents and
the Agents, on the other hand, shall be solely that of borrower and lender. None of the Co-Agents shall have any fiduciary responsibilities to Borrower or any of their respective
Affiliates. None of the Co-Agents undertakes any responsibility to Borrower or any of their respective Affiliates to review or inform any such Person of any matter in connection with any
phase of such Person's or such Affiliate's business or operations. 


ARTICLE X—Miscellaneous  



        Section 10.1.    Waivers and Amendments; Acknowledgments.    



        (a)   Waivers and Amendments.    No failure or delay (whether by course of conduct or otherwise) by any Lender in
exercising any right, power or remedy which such Lender Party may have under any of the Loan Documents shall operate as a waiver thereof or of any other right, power or remedy, nor shall any single or
partial exercise by any Lender Party of any such right, power or remedy preclude any other or further exercise thereof or of any other right, power or remedy. No waiver of any provision of any Loan
Document and no consent to any departure therefrom shall ever be effective unless it is in writing and signed as provided below in this section, and then such waiver or consent shall be effective only
in the specific instances and for the purposes for which given and to the extent specified in such writing. This Agreement and the other Loan Documents set forth the entire understanding between the
parties hereto with respect to the transactions contemplated herein and therein and supersede all prior discussions and understandings with respect to the subject matter hereof and thereof, and no
waiver, consent, release, modification or amendment of or supplement to this Agreement or the other Loan Documents shall be valid or effective against any party hereto unless the same is in writing
and signed by (i) if such party is Borrower, by Borrower, (ii) if such party is Administrative Agent, by Administrative Agent, and (iii) if such party is a Lender, by such Lender
or by Administrative Agent on behalf of Lenders with the written consent of Majority Lenders (which consent has already been given as to the termination of the Loan Documents as provided in
Section 10.10). Notwithstanding the foregoing or anything to the contrary herein, Administrative Agent shall not, 



39







 

without
the prior consent of each individual Lender, execute and deliver on behalf of such Lender any waiver or amendment which would: (1) waive any of the conditions specified in
Article IV (provided that Administrative Agent may in its discretion withdraw any request it has made under Section 4.1(i)), (2) increase the maximum amount which such Lender is
committed hereunder to lend, or extend the termination date of such Lender's commitment to lend, (3) reduce any fees payable to such Lender hereunder, or the principal of, or interest on, such
Lender's Note, (4) change any date fixed for any payment of any such fees, principal or interest, or change Section 9.6 in a manner that would alter pro rata sharing of payments required
thereby, (5) amend the definition herein of "Majority Lenders" or otherwise change the Percentage Shares which are required for Administrative Agent, Lenders or any of them to take any
particular action under the Loan Documents, or (6) except as expressly provided herein or in any other Loan Document, release (i) Borrower from its obligation to pay such Lender's Note,
(ii) any Guarantor from its guaranty of such payment or (iii) any Restricted Person from the negative pledge covenant set forth in Section 7.11 hereof. 



        (b)   Acknowledgments and Admissions.    Borrower hereby represents, warrants, acknowledges and admits that
(i) it has been advised by counsel in the negotiation, execution and delivery of the Loan Documents to which it is a party, (ii) no Lender Party has any fiduciary obligation toward
Borrower with respect to any Loan Document or the transactions contemplated thereby, (iii) the relationship pursuant to the Loan Documents between Borrower and the other Restricted Persons, on
one hand, and each Lender Party, on the other hand, is and shall be solely that of debtor and creditor, respectively, and (iv) no partnership or joint venture exists with respect to the Loan
Documents between any Restricted Person and any Lender Party. 



        (c)   Representation by Lenders.    Each Lender hereby represents that it will acquire its Notes for its own account
in the ordinary course of its commercial lending or investing business; however, the disposition of such Lender's property shall at all times be and remain within its control and, in particular and
without limitation, such Lender may sell or otherwise transfer its Note, any participation interest or
other interest in its Note, or any of its other rights and obligations under the Loan Documents subject to compliance with Sections 10.5(b) through (f), inclusive, and applicable Law. 



        (d)   JOINT ACKNOWLEDGMENT.    THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.




        THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


        Section 10.2.    Survival of Agreements; Cumulative Nature.    All of Restricted Persons' various
representations, warranties, covenants and agreements in the Loan Documents shall survive the execution and delivery of this Agreement and the other Loan Documents and the performance hereof and
thereof, including the making or granting of the Loans and the delivery of the Notes and the other Loan Documents, and shall further survive until all of the Obligations are paid in full to each
Lender Party and all of Lender Parties' obligations to Borrower are terminated. The rights, powers, and privileges granted to Lender Parties in the Loan Documents, are cumulative, and, except for
expressly specified waivers and consents, no Loan Document shall be construed in the context of another to diminish, nullify, or otherwise reduce the benefit to any Lender Party of any such right,
power or privilege. 


        Section 10.3.    Notices.    All notices, requests, consents, demands and other communications required or
permitted under any Loan Document shall be in writing, unless otherwise specifically provided in such Loan Document (provided that Administrative Agent may give telephonic notices to the other Lender
Parties), and shall be deemed sufficiently given or furnished if delivered by personal 


40







 



delivery,
by facsimile or other electronic transmission, by delivery service with proof of delivery, or by registered or certified United States mail, postage prepaid, to Borrower and Restricted
Persons at the address of Borrower specified on the signature pages hereto and to each Lender Party at its address specified on the signature pages hereto (unless changed by similar notice in writing
given by the particular Person whose address is to be changed). Any such notice or communication shall be deemed to have been given (a) in the case of personal delivery or delivery service, as
of the date of first attempted delivery during normal business hours at the address provided herein, (b) in the case of facsimile or other electronic transmission, upon receipt, or
(c) in the case of registered or certified United States mail, three days after deposit in the mail; provided, however, that no Borrowing Notice or Continuation/Conversion Notice shall become
effective until actually received by Administrative Agent. 


        Section 10.4.    Payment of Expenses; Indemnity.    



        (a)   Payment of Expenses.    Whether or not the transactions contemplated by this Agreement are consummated,
Borrower will promptly (and in any event, within 30 days after any invoice or other statement or notice) pay: (i) all transfer, stamp, mortgage, documentary or other similar taxes,
assessments or charges levied by any governmental or revenue authority in respect of this Agreement or any of the other Loan Documents or any other document referred to herein or therein,
(ii) all reasonable costs and expenses incurred by or on behalf of Administrative Agent (including attorneys' fees, consultants' fees and engineering fees, travel costs and miscellaneous
expenses) in connection with (1) the negotiation, preparation, execution and delivery of the Loan Documents, and any and all consents, waivers or other documents or instruments relating
thereto, (2) the filing, recording, refiling and re-recording of any Loan Documents and any other documents or instruments or further assurances required to be filed or recorded or
refiled or re-recorded by the terms of any Loan Document, (3) the borrowings hereunder and other action reasonably required in the course of administration hereof,
(4) monitoring or confirming (or preparation or negotiation of any document related to) Borrower's compliance with any covenants or conditions contained in this Agreement or in any Loan
Document, and (iii) all reasonable costs and expenses incurred by or on behalf of any Lender Party (including attorneys' fees, consultants' fees and accounting fees) in connection with the
defense or enforcement of any of the Loan Documents (including this section) or the defense of any Lender Party's exercise of its rights thereunder. In addition to the foregoing, until all Obligations
have been paid in full, Borrower will also pay or reimburse Administrative Agent for all reasonable out-of-pocket costs and expenses of Administrative Agent or its agents or
employees in connection with the continuing administration of the Loans and the related due diligence of Administrative Agent, including travel and miscellaneous expenses and fees and expenses of
Administrative Agent's outside counsel and consultants engaged in connection with the Loan Documents. 


        (b)   Indemnity.    Borrower agrees to indemnify each Lender Party, upon demand, from and against any and all
liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits, settlements, costs, expenses or disbursements (including reasonable fees of attorneys, accountants,
experts and advisors) of any kind or nature whatsoever (in this section collectively called "liabilities and costs") which to any extent (in whole or in part) may be imposed on, incurred by, or
asserted against such Lender Party growing out of, resulting from or in any other way associated with the Loan Documents and the transactions and events (including the enforcement or defense thereof)
at any time associated therewith or contemplated therein and Borrower's use of Loan proceeds (whether arising in contract or in tort or otherwise and including any violation or noncompliance with any
Environmental Laws by any Lender Party or any other Person or any liabilities or duties of any Lender Party or any other Person with respect to Hazardous Materials found in or released into the
environment). 



41







 





THE FOREGOING INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF
STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY LENDER PARTY, provided only that no Lender Party shall be entitled under
this section to receive indemnification for that portion, if any, of any liabilities and costs which is proximately caused by its own individual gross negligence or willful misconduct, as determined
in a final judgment. If any Person (including Borrower or any of its Affiliates) ever alleges such gross negligence or willful misconduct by
any Lender Party, the indemnification provided for in this section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as a court of competent
jurisdiction enters a final judgment as to the extent and effect of the alleged gross negligence or willful misconduct. As used in this section the term "Lender Party" shall refer not only to each
Person designated as such in Section 1.1 but also to each director, officer, trustee, agent, attorney, employee, representative and Affiliate of such Persons. 


        (c)   Interest.    Borrower hereby promises to each Lender Party interest at the Default Rate on all Obligations to
pay fees or to reimburse or indemnify any Lender Party which Borrower has promised to pay to such Lender Party pursuant to this Section 10.4 and which are not paid when due. Such interest shall
accrue from the date such Obligations become due until they are paid. 



        Section 10.5.    Joint and Several Liability; Parties in Interest; Assignments; Replacement Notes.    


        (a)   All
Obligations which are incurred by two or more Restricted Persons shall be their joint and several obligations and liabilities of such Restricted Persons. All grants,
covenants and agreements contained in the Loan Documents shall bind and inure to the benefit of the parties thereto and their respective successors and permitted assigns; provided, however, that no
Restricted Person may assign or transfer any of its rights or delegate any of its duties or obligations under any Loan Document without the prior consent of all Lenders. Neither Borrower nor any
Affiliates of Borrower shall directly or indirectly purchase or otherwise retire any Obligations owed to any Lender nor will any Lender accept any offer to do so, unless each Lender shall have
received substantially the same offer with respect to the same Percentage Share of the Obligations owed to it. If Borrower or any Affiliate of Borrower at any time purchases some but less than all of
the Obligations owed to all Lender Parties, such purchaser shall not be entitled to any rights of any Lender under the Loan Documents unless and until Borrower or its Affiliates have purchased all of
the Obligations. 


        (b)   No
Lender shall sell any participation interest in its commitment hereunder or any of its rights under its Loans or under the Loan Documents to any Person unless the
agreement between such Lender and such participant at all times provides: (i) that such participation exists only as a result of the agreement between such participant and such Lender and that
such transfer does not give such participant any right to vote as a Lender or any other direct claims or rights against any Person other than such Lender, (ii) that such participant is not
entitled to payment from any Restricted Person under Sections 3.2 through 3.6 of amounts in excess of those payable to such Lender under such sections (determined without regard to the sale of such
participation), and (iii) unless such participant is an Affiliate of such Lender, that such participant shall not be entitled to require such Lender to take any action under any Loan Document
or to obtain the consent of such participant prior to taking any action under any Loan Document, except for actions which would require the consent of all Lenders under subsection (a) of
Section 10.1. No Lender selling such a participation shall, as between the other parties hereto and such Lender, be relieved of any of its obligations hereunder as a result of the sale of such
participation. Each Lender which sells any such participation to any Person (other than an Affiliate of such Lender) shall give prompt notice thereof to Administrative Agent and Borrower; provided,
however, that no liability shall arise if any such Lender fails to give such notice to Borrower. 


        (c)   Except
for sales of participations under the immediately preceding subsection, no Lender shall make any assignment or transfer of any kind of its commitments or any of
its rights under its Loans or 


42







 



under
the Loan Documents, except for assignments to an Eligible Transferee or, subject to the provisions of subsection (g) below, to an affiliate, and then only if such assignment is made in
accordance with the following requirements: 



          (i)  In
the case of an assignment by a Lender of less than all of its Loans and Commitment, each such assignment shall apply to a consistent percentage of all Loans owing to
the assignor Lender hereunder and to the same percentage of the unused portion of the assignor Lender's Commitment, so that after such assignment is made both the assignee Lender and the assignor
Lender shall have a fixed (and not a varying) Percentage Share in its Loans and be committed to make that Percentage Share of all future Loans, and the Percentage Share of such Commitment of each of
the assignor and assignee shall equal or exceed $5,000,000. 


         (ii)  The
parties to each such assignment shall execute and deliver to Administrative Agent, for its acceptance and recording in the "Register" (as defined below in this
section), an Assignment and Acceptance in the form of Exhibit F, appropriately completed, together with the Note subject to such assignment and a processing fee payable by such assignor Lender
(and not at Borrower's expense) to Administrative Agent of $3,500. Upon such execution, delivery, and payment and upon the satisfaction of the conditions set out in such Assignment and Acceptance,
then (i) Borrower shall issue new Notes to such assignor and assignee upon return of the old Notes to Borrower, and (ii) as of the "Settlement Date" specified in such Assignment and
Acceptance the assignee thereunder shall be a party hereto and a Lender hereunder and Administrative Agent shall thereupon deliver to Borrower and each Lender a revised Schedule 1 hereto
showing the revised Percentage Shares and total Percentage Shares of such assignor Lender and such assignee Lender and the revised Percentage Shares and total Percentage Shares of all other Lenders. 



        (iii)  Each
assignee Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, shall (to
the extent it has not already done so) provide Administrative Agent and Borrower with the "Prescribed Forms" referred to in Section 3.7(d). 




        (d)   Any
Lender may at any time pledge all or any portion of its Loan and Note (and related rights under the Loan Documents including any portion of its Note) to any of the
twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or enforcement thereof shall release any such Lender
from its obligations under any of the Loan Documents; provided that all related costs, fees and expenses in connection with any such pledge shall be for the sole account of such Lender. 


        (e)   By
executing and delivering an Assignment and Acceptance, each assignee Lender thereunder will be confirming to and agreeing with Borrower, Administrative Agent and each
other Lender Party that such assignee understands and agrees to the terms hereof, including Article IX hereof. 


        (f)    Administrative
Agent shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of Lenders and the Percentage
Shares of, and principal amount of the Loans owing to, each Lender from time to time (in this section called the "Register"). The entries in the Register shall be conclusive, in the absence of
manifest error, and Borrower and each Lender Party may treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes. The Register shall be available for
inspection by Borrower or any Lender Party at any reasonable time and from time to time upon reasonable prior notice. 


        (g)   Any
Lender may assign or transfer its commitment or its rights under its Loans or under the Loan Documents to (i) any Affiliate that is wholly-owned direct or
indirect subsidiary of such Lender or of any Person that wholly owns, directly or indirectly, such Lender, or (ii) if such Lender is a fund that makes or invests in bank loans, any other fund
that makes or invests in bank loans and is advised 


43







 



or
managed by (A) the same investment advisor as any Lender or (B) any Affiliate of such investment advisor that is a wholly-owned direct or indirect subsidiary of any Person that wholly
owns, directly or indirectly, such investment advisor, subject to the following additional conditions (x), (y) and (z), with respect to assignments pursuant to clause (i) above, and
subject to the following additional conditions (y) and (z) with respect to assignments pursuant to clause (ii) above: 



         (x)  any
right of such Lender assignor and such assignee to vote as a Lender, or any other direct claims or rights against any other Persons, shall be uniformly exercised by
both such assignor and assignee or pursued in the manner that such Lender assignor would have so exercised such vote, claim or right if it had not made such assignment or transfer; 



         (y)  such
assignee shall not be entitled to payment from any Restricted Person under Sections 3.2 through 3.7 of amounts in excess of those payable to such Lender assignor
under such sections (determined without regard to such assignment or transfer); and 


         (z)  if
such Lender assignor is a Lender that assigns or transfers to such assignee any of such Lender Commitment, assignee may become primarily liable for such Commitment,
but such assignment or transfer shall not relieve or release such Lender from such Commitment. 




        (h)   Upon
receipt of an affidavit reasonably satisfactory to Borrower of an officer of any Lender as to the loss, theft, destruction or mutilation of its Note which is not of
public record, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation of such Note, Borrower will execute and deliver, in lieu thereof, a replacement Note in the same
principal amount thereof and otherwise of like tenor. 


        Section 10.6.    Confidentiality.    Each Lender Party agrees (on behalf of itself and each of its Affiliates,
and each of its and their directors, officers, agents, attorneys, employees, and representatives) that it (and each of them) will take all reasonable steps to keep confidential any
non-public information supplied to it by or at the direction of any Restricted Person so identified when delivered, provided, however, that this restriction shall not apply to
(a) information which has at the time in question entered the public domain, other than as a result of a breach of this Section 10.6, (b) information which is required to be
disclosed by Law (whether valid or invalid) of any Tribunal, (c) any disclosure to any Lender Party's Affiliates, auditors, attorneys or agents (provided each such Person first agrees to hold
such information in confidence on the terms provided in this Section 10.6), (d) any disclosure to any other Lender Party or to any purchaser or prospective purchaser of participations or
other interests in any Loan or Loan Document (provided each such Person first agrees to hold such information in confidence on the terms provided in this section), or (e) any disclosure in the
course of enforcing its rights and remedies during the existence of an Event of Default. 


        Section 10.7.    Governing Law; Submission to Process.    EXCEPT TO THE EXTENT THAT THE
LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN DOCUMENT, THE LOAN DOCUMENTS SHALL BE DEEMED CONTRACTS AND INSTRUMENTS MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. BORROWER HEREBY AGREES
THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OF THE LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS LENDER PARTIES MAY ELECT, AND, BY EXECUTION AND DELIVERY HEREOF, BORROWER ACCEPTS AND CONSENTS FOR ITSELF AND IN RESPECT TO ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH BORROWER AGREES THAT SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO THE LOAN DOCUMENTS AND WAIVES ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON
CONVENIENS. IN FURTHERANCE OF THE FOREGOING, BORROWER HEREBY IRREVOCABLY DESIGNATES AND APPOINTS  


44







 



 CORPORATION SERVICE COMPANY, 80 STATE STREET, ALBANY, NEW YORK 12207, AS AGENT OF BORROWER TO RECEIVE SERVICE OF ALL PROCESS BROUGHT AGAINST BORROWER WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH
COURT IN NEW YORK, SUCH SERVICE BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO, IF PERMITTED BY LAW, BE
SENT BY REGISTERED MAIL TO BORROWER AT ITS ADDRESS SET FORTH BELOW, BUT THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER
SHALL FURNISH TO LENDER PARTIES A CONSENT OF CORPORATION SERVICE COMPANY AGREEING TO ACT HEREUNDER PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LENDER
PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. IF FOR ANY
REASON CORPORATION SERVICE COMPANY SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER'S AGENT, BORROWER HEREBY IRREVOCABLY AGREES TO (A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT ACCEPTABLE
TO ADMINISTRATIVE AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE DEEMED TO BE SUBSTITUTED FOR CORPORATION SERVICE COMPANY FOR ALL PURPOSES HEREOF AND (B) PROMPTLY
DELIVER TO ADMINISTRATIVE AGENT THE WRITTEN CONSENT (IN FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN SUCH CAPACITY.



        Section 10.8.    Limitation on Interest.    Lender Parties, Restricted Persons and any other parties to the
Loan Documents intend to contract in strict compliance with applicable usury Law from time to time in effect. In furtherance thereof such Persons stipulate and agree that none of the terms and
provisions contained in the Loan Documents shall ever be construed to create a contract to pay, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest
permitted to be contracted for, charged, or received by applicable Law from time to time in effect. Neither any Restricted Person nor any present or future guarantors, endorsers, or other Persons
hereafter becoming liable for payment of any Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be
lawfully contracted for, charged, or received under applicable Law from time to time in effect, and the provisions of this section shall control over all other provisions of the Loan Documents which
may be in conflict or apparent conflict herewith. Lender Parties expressly disavow any intention to contract for, charge, or receive excessive unearned interest or finance charges in the event the
maturity of any Obligation is accelerated. If (a) the maturity of any Obligation is accelerated for any reason, (b) any Obligation is prepaid and as a result any amounts held to
constitute interest are determined to be in excess of the legal maximum, or (c) any Lender or any other holder of any or all of the Obligations shall otherwise collect moneys which are
determined to constitute interest which would otherwise increase the interest on any or all of the Obligations to an amount in excess of that permitted to be contracted for, charged or received by
applicable Law then in effect, then all sums determined to constitute interest in excess of such legal limit shall, without penalty, be promptly applied to reduce the then outstanding principal of the
related Obligations or, at such Lender's or holder's option, promptly returned to Borrower or other payor thereof upon such determination. In determining whether or not the interest paid or payable,
under any specific circumstance, exceeds the maximum amount permitted under applicable Law, Lender Parties and Restricted Persons (and any other payors thereof) shall to the greatest extent permitted
under applicable Law, (i) characterize any non-principal payment as an expense, fee or premium rather than as interest, (ii) exclude voluntary prepayments and the effects
thereof, and (iii) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the instruments evidencing the Obligations in accordance with
the amounts outstanding from time to time thereunder and the maximum legal rate of interest from time to time in effect under applicable Law in order to lawfully charge the maximum amount of interest
permitted under applicable Law. In the event applicable Law provides for an interest ceiling under Chapter 303 of the Texas Finance Code (the "Texas Finance
Code") as amended, to the extent that the Texas 


45







 



Finance
Code is mandatorily applicable to any Lender, for that day, the ceiling shall be the "weekly ceiling" as defined in the Texas Finance Code, provided that if any applicable Law permits greater
interest, the Law permitting the greatest interest shall apply. In no event shall Chapter 346 of the Texas Finance Code apply to this Agreement or any other Loan Document, or any transactions or loan
arrangement provided or contemplated hereby or thereby. 


        Section 10.9.    Right of Offset.    At any time and from time to time during the continuance of any Event of
Default, each Lender is hereby authorized to offset against the Obligations then due and payable (without notice to any Restricted Person), (a) any and all moneys, securities or other property
(and the proceeds therefrom) of such Restricted Person now or hereafter held or received by or in transit to any Lender from or for the account of such Restricted Person, whether for safekeeping,
custody, pledge, transmission, collection or otherwise, (b) any and all deposits (general or special, time or demand, provisional or final) of such Restricted Person with any Lender, and
(c) any other credits and claims of such Restricted Person at any time existing against any Lender, including claims under certificates of deposit. 


        Section 10.10.    Termination; Limited Survival.    In its sole and absolute discretion Borrower may at any
time that no Obligations are owing or outstanding elect in a written notice delivered to Administrative Agent to terminate this Agreement. Upon receipt by Administrative Agent of such a notice, if no
Obligations are then owing or outstanding this Agreement and all other Loan Documents shall thereupon be terminated and the parties thereto released from all prospective obligations thereunder.
Notwithstanding the foregoing or anything herein to the contrary, any waivers or admissions made by any Restricted Person in any Loan Document, any Obligations under Sections 3.2 through 3.6, and any
obligations which any Person may have to indemnify or compensate any Lender Party shall survive any termination of this Agreement or any other Loan Document. At the request and expense of Borrower,
Administrative Agent shall prepare and execute all necessary instruments to reflect and effect such termination of the Loan Documents. Administrative Agent is hereby authorized to execute all such
instruments on behalf of all Lenders, without the joinder of or further action by any Lender. 


        Section 10.11.    Severability.    If any term or provision of any Loan Document shall be determined to be
illegal or unenforceable all other terms and provisions of the Loan Documents shall nevertheless remain effective and shall be enforced to the fullest extent permitted by applicable Law. 



        Section 10.12.    Counterparts.    This Agreement may be separately executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same Agreement. 


        Section 10.13.    Waiver of Jury Trial, Punitive Damages, etc.    RESTRICTED PERSONS
AND LENDER PARTIES MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.
THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR LENDERS TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND MAKE THE LOANS. BORROWER AND EACH LENDER PARTY HEREBY FURTHER
(A) IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY "SPECIAL DAMAGES," AS DEFINED BELOW,
(B) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (C) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION. AS  


46







 



 USED IN THIS SECTION, "SPECIAL DAMAGES" INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO
HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK.] 


47







 

        IN
WITNESS WHEREOF, this Agreement is executed as of the date first written above. 



	Borrower:	 	PLAINS ALL AMERICAN PIPELINE, L.P.
	

 	
 	
By:	

PLAINS AAP, L.P.,

its general partner
	

 	
 	

By:	

PLAINS ALL AMERICAN GP LLC,

its general partner
	

 	
 	

By:	

/s/  AL SWANSON      
 Al Swanson, Vice President and Treasurer
	

Address for Borrower and Guarantors:	
 	

333 Clay Street, Suite 1600

Houston, Texas 77002

Attention: Al Swanson

Telephone: (713) 646-4455

Fax: (713) 646-4564

Website: www.paalp.com




48







 


	

 	
 	

BANK ONE, NA,

Administrative Agent and a Lender
	

 	
 	

By:	

/s/  CHARLES KINGSWELL-SMITH      
 Charles Kingswell-Smith

Managing Director
	

 	
 	

FLEET NATIONAL BANK,

Syndication Agent and a Lender
	

 	
 	

By:	

/s/  TERRENCE RONAN      
 Terrence Ronan, Managing Director
	

 	
 	

WACHOVIA BANK,

NATIONAL ASSOCIATION,

Documentation Agent and a Lender
	

 	
 	

By:	

/s/  DAVID HUMPHREYS      
 David Humphreys, Director




49









SCHEDULE 1 


LENDER SCHEDULE  



	Lender
 
	 	Commitment
	 	Percentage

Share(1)
	 
	Bank One, NA	 	$	66,666,666.67	 	33.333333	%
	Fleet National Bank	 	$	66,666,666.67	 	33.333333	%
	Wachovia Bank, National Association	 	$	66,666,666.66	 	33.333333	%
	 	 	
	 	
	 
	TOTALS	 	$	200,000,000.00	 	100.000000	%




	(1)
	Rounded
to six decimal places 







LENDER INFORMATION  



	Lender
 
	 	Contact
	 	Domestic Lending Office
	 	LIBOR Lending Office

	Bank One, NA	 	910 Travis

Houston, Texas 77002

Attn: Charles Kingswell-Smith

Phone: 713-751-7803

Fax: 713-751-3544	 	910 Travis

Houston, Texas 77002	 	910 Travis

Houston, Texas 77002
	

Fleet National Bank	
 	

100 Federal Street

Energy & Utilities

MADE 10009H

Boston, Massachusetts 02110

Attn: Terrence Ronan

Phone: 617-434-5472

Fax: 617-434-3652	
 	

100 Federal Street

Boston, Massachusetts 02110	
 	

100 Federal Street

Boston, Massachusetts 02110
	

Wachovia Bank

National Association	
 	

1001 Fannin, Suite 2255

Houston, Texas 77002

Attn: David Humphreys

Phone: 713-650-9843

Fax: 713-650-6354	
 	

1001 Fannin, Suite 2255

Houston, Texas 77002	
 	

1001 Fannin, Suite 2255

Houston, Texas 77002









SCHEDULE
3 


PRICING GRID  



	Applicable

Rating Level
	 	Applicable Margin

Base Rate Loans
	 	Applicable Margin

LIBOR Loans
	 	Commitment

Fee Rate
	 
	Level I	 	0.000	%	0.625	%	0.125	%
	Level II	 	0.000	%	0.750	%	0.175	%
	Level III	 	0.000	%	1.000	%	0.200	%
	Level IV	 	0.000	%	1.250	%	0.225	%





During
any Acquisition Period, the Applicable Margin as set forth above shall be increased by (i) 0.125% per annum for Level I, and (ii) 0.25% per annum for Level II, Level III, and
Level IV. 


In
addition to the foregoing, on and after the Conversion Date, the Applicable Margin as set forth above shall be increased by (i) 0.250% per annum if any PAA Debt Rating from any Rating Agency
is included in any of Level I, Level II or Level III, and (ii) 0.500% per annum if no PAA Debt Rating from any Rating Agency is included in any of Level I, Level II or Level III. 








   
EXHIBIT A 


NOTE 



	$                  	 	New York, New York	 	            , 200    





        FOR VALUE RECEIVED, the undersigned, Plains All American Pipeline, L.P., a Delaware limited partnership (herein called "Borrower"), hereby promises to pay to the
order of                        (herein called "Lender"), the principal sum
of                        
($                        ), or, if greater or less, the aggregate unpaid principal amount of the Loans made under this
Note by Lender to Borrower pursuant to the terms of the Credit Agreement (as hereinafter defined), together with interest on the unpaid principal balance thereof as hereinafter set forth, both
principal and interest payable as herein provided in lawful money of the United States of America at the offices of Administrative Agent under the Credit Agreement, as from time to time may be
designated by the holder of this Note. 


        This
Note (a) is issued and delivered under that certain Interim 364-Day Credit Agreement dated April 1, 2004 among Borrower, Bank One, NA, as Administrative
Agent, and the lenders (including Lender) referred to therein (herein, as from time to time supplemented, amended or restated, called the "Credit Agreement"), and is a "Note" as defined therein,
(b) is subject to the terms and provisions of the Credit Agreement, which contains provisions for payments and prepayments hereunder and acceleration of the maturity hereof upon the happening
of certain stated events, and (c) is guaranteed by and entitled to the benefits of certain guaranties (as identified in the Credit Agreement). Payments on this Note shall be made and applied as
provided herein and in the Credit Agreement. Reference is hereby made to the Credit Agreement for a description of certain rights, limitations of rights, obligations and duties of the parties hereto
and for the meanings assigned to terms
used and not defined herein and to the guaranties for a description of the nature and extent of the guarantee thereby provided and the rights of the parties thereto. 



        The
principal amount of this Note shall bear interest and shall be due and payable from time to time as provided in the Credit Agreement with the remaining unpaid principal balance of
this Note being due and payable in full on or before the Maturity Date. Accrued and unpaid interest hereon shall be due and payable on each Interest Payment Date as provided in the Credit Agreement
and on the Maturity Date. 


        Notwithstanding
the foregoing paragraph and all other provisions of this Note, in no event shall the interest payable hereon, whether before or after maturity, exceed the maximum
interest which, under applicable Law, may be charged on this Note, and this Note is expressly made subject to the provisions of the Credit Agreement which more fully set out the limitations on how
interest accrues hereon. 


        If
this Note is placed in the hands of an attorney for collection after default, or if all or any part of the indebtedness represented hereby is proved, established or collected in any
court or in any bankruptcy, receivership, debtor relief, probate or other court proceedings, Borrower and all endorsers, sureties and guarantors of this Note jointly and severally agree to pay
reasonable attorneys' fees and collection costs to the holder hereof in addition to the principal and interest payable hereunder. 


        Borrower
and all endorsers, sureties and guarantors of this Note hereby severally waive demand, presentment, notice of demand and of dishonor and nonpayment of this Note, protest, notice
of protest, notice of intention to accelerate the maturity of this Note, declaration or notice of acceleration of the maturity of this Note, diligence in collecting, the bringing of any suit against
any party and any notice of or defense on account of any extensions, renewals, partial payments or changes in any manner of or in this Note or in any of its terms, provisions and covenants, or any
releases or substitutions of any security, or any delay, indulgence or other act of any trustee or any holder hereof, whether before or after maturity. 


1







 



        THIS NOTE AND THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW), EXCEPT TO THE EXTENT THE SAME ARE GOVERNED BY APPLICABLE FEDERAL LAW.



	 	 	PLAINS ALL AMERICAN PIPELINE, L.P.
	

 	
 	

By:	

PLAINS AAP, L.P.,

its general partner
	

 	
 	

By:	

PLAINS ALL AMERICAN GP LLC,

its general partner
	

 	
 	

By:	

 Name:

Title:




2








   
EXHIBIT B 


BORROWING NOTICE  


        Reference is made to that certain Interim 364-Day Credit Agreement dated April 1, 2004 among Plains All American Pipeline, L.P. ("Borrower"),
Bank One, NA, as Administrative Agent, and certain financial institutions ("Lenders"). Terms which are defined in the Agreement are used herein with the meanings given them in the Agreement. Pursuant
to the terms of the Agreement, Borrower hereby requests Lenders to make Loans to Borrower in the aggregate principal amount of
$                                         
 and specifies                        ,
            , as the date Borrower desires for Lenders to make such Loans and for Administrative Agent to deliver to Borrower the proceeds thereof. 



Type
of Loan: [LIBOR Loans] [Base Rate Loans] 


Length
of Interest Rate for LIBOR Loan (1, 2, 3, 6 or 9 months): _____________ 




        To
induce Lenders to make such Loans, Borrower hereby represents, warrants, acknowledges, and agrees to and with Administrative Agent and each Lender that: 



        (a)   The
officer or authorized agent of GP LLC signing this instrument is the duly elected, qualified and acting officer or authorized agent of GP LLC as indicated below such
officer's or authorized agent's signature hereto having all necessary authority to act for the Borrower. 


        (b)   The
representations and warranties of each Restricted Person set forth in the Agreement and the other Loan Documents are true and correct on and as of the date hereof
(except to the extent that such representation or warranty was made as of a specific date, or updated, modified or supplemented as of a subsequent date with the consent of Majority Lenders, then in
each such case, such other date),
with the same effect as though such representations and warranties had been made on and as of the date hereof. 


        (c)   There
does not exist on the date hereof any condition or event which constitutes a Default which has not been waived in writing as provided in Section 10.1(a) of
the Agreement; nor will any such Default exist upon receipt and application of the Loans requested hereby. Borrower will use the Loans hereby requested in compliance with Section 2.4 of the
Agreement. 


        (d)   The
aggregate outstanding principal amount of the Loans, after the making of the Loans requested hereby, will not be in excess of the Commitment on the date requested
for the making of such Loans. 


        (e)   The
Loan Documents have not been modified, amended or supplemented by any Restricted Person pursuant to any unwritten representations or promises, by any course of
dealing, or by any other means not provided for in Section 10.1(a) of the Agreement. The Agreement and the other Loan Documents are hereby ratified, approved, and confirmed in all respects. 




        The
officer or authorized agent of GP LLC signing this instrument hereby certifies that, to the best of his knowledge after due inquiry, the above representations, warranties,
acknowledgments, and agreements of General Partner and Borrower are true, correct and complete in all material respects. 


1







 

        IN
WITNESS WHEREOF, this instrument is executed as of                        ,
            . 



	 	 	PLAINS ALL AMERICAN PIPELINE, L.P.
	

 	
 	

By:	

PLAINS AAP, L.P.,

its general partner
	

 	
 	

By:	

PLAINS ALL AMERICAN GP LLC

its general partner
	

 	
 	

By:	

 Name:

Title:




2








   
EXHIBIT C 


CONTINUATION/CONVERSION NOTICE  


        Reference is made to that certain Interim 364-Day Credit Agreement dated April 1, 2004 among Plains All American Pipeline, L.P. ("Borrower"),
Bank One, NA, as Administrative Agent, and certain financial institutions ("Lenders"). Terms which are defined in the Agreement are used herein with the meanings given them in the Agreement. 



        Borrower
hereby requests a conversion or continuation of existing Loans into a new Borrowing pursuant to Section 2.3 of the Agreement as follows: 


        Existing
Borrowing(s) of Loans to be Continued or Converted: 



	 	 	$                   of LIBOR Loans with Interest Period ending
            	 	 	 	 	 
	 	 	
 $                   of Base Rate Loans	
 	
 	

 	
 	

 
	 	
 Aggregate amount of new Borrowing:	
 	
$	

                          	
 	

 
	 	
 Type of Loans in new Borrowing:	
 	
 	

                          	
 	

 
	 	
 Date of Continuation or Conversion:	
 	
 	

                          	
 	

 
	 	
 Length of Interest Period for LIBOR Loans

(1, 2, 3, 6, or 9 months):	
 	
 	

             months	
 	

 





        General Partner hereby represents, warrants, acknowledges, and agrees to and with each Lender that: 



        (a)   The
officer or authorized agent of GP LLC signing this instrument is the duly elected, qualified and acting officer or authorized agent of GP LLC as indicated below such
officer's or authorized agent's signature hereto having all necessary authority to act for the Borrower. 


        (b)   There
does not exist on the date hereof any condition or event which constitutes a Default which has not been waived in writing as provided in Section 10.1(a) of
the Agreement; nor will any such Default exist upon receipt and application of the Loans requested hereby. 


        (c)   The
Loan Documents have not been modified, amended or supplemented by any Restricted Person pursuant to any unwritten representations or promises, by any course of
dealing, or by any other means not provided for in Section 10.1(a) of the Agreement. The Agreement and the other Loan Documents are hereby ratified, approved, and confirmed in all respects. 




        The
officer or authorized agent of GP LLC signing this instrument hereby certifies that, to the best of his knowledge after due inquiry, the above representations, warranties,
acknowledgments, and agreements of General Partner are true, correct and complete in all material respects. 


1







 

        IN
WITNESS WHEREOF, this instrument is executed as of                        ,
            . 



	 	 	PLAINS ALL AMERICAN PIPELINE, L.P.
	

 	
 	

By:	

PLAINS AAP, L.P.,

its general partner
	

 	
 	

By:	

PLAINS ALL AMERICAN GP LLC

its general partner
	

 	
 	

By:	

 
	

 	
 	

 	

 Name:

Title:




2








   
EXHIBIT D 


CERTIFICATE ACCOMPANYING FINANCIAL STATEMENTS  


        Reference is made to that certain Interim 364-Day Credit Agreement dated April 1, 2004 among Plains All American Pipeline, L.P. ("Borrower"),
Bank One, NA, as Administrative Agent, and certain financial institutions ("Lenders"). Terms which are defined in the Agreement are used herein with the meanings given them in the Agreement. 



        This
Certificate is furnished pursuant to Section 6.2(b) of the Agreement. Pursuant to Section 6.2, Borrower has furnished to Administrative Agent and each Lender
Borrower's [audited/unaudited] financial statements (the "Financial Statements") as at                        (the "Reporting
Date"). General Partner hereby represents, warrants, and
acknowledges to Administrative Agent and each Lender that: 



        (a)   the
officer of GP LLC signing this instrument is the duly elected, qualified and acting                        of GP LLC and as such
is GP LLC's [chief financial
officer/principal accounting officer]; 


        (b)   the
Financial Statements are accurate and complete in all material respects [(subject, in the case of such unaudited financial statements, to normal year end
adjustments)] and satisfy the requirements of the Agreement; 


        (c)   attached
hereto is a schedule of calculations showing Borrower's compliance as of the Reporting Date with the requirements of Sections 7.8 and 7.9 of the Agreement
[and Borrower's non-compliance as of such date with the requirements of Section(s)                        of the Agreement];



        (d)   no
Default existed on the Reporting Date or otherwise exists on the date of this instrument [except for Default(s) under Section(s)
                        of the
Agreement, which
[is/are] more fully described on a schedule attached hereto]. 




        The
officer of GP LLC signing this instrument hereby certifies that he/she has reviewed the Loan Documents and the Financial Statements and has otherwise undertaken such inquiry as is in
his/her opinion necessary to enable him/her to express an informed opinion with respect to the above representations, warranties and acknowledgments of General Partner and Borrower and, to the best of
his/her knowledge, such representations, warranties, and acknowledgments are true, correct and complete in all material respects. 


1







 

        IN
WITNESS WHEREOF, this instrument is executed as of                        , 200    . 



	 	 	PLAINS ALL AMERICAN PIPELINE, L.P.
	

 	
 	

By:	

PLAINS AAP, L.P.,

its general partner
	

 	
 	

By:	

PLAINS ALL AMERICAN GP LLC

its general partner
	

 	
 	

By:	

 
	

 	
 	

 	

 Name:

Title:




2







 
EXHIBIT
E-1 


OPINION OF IN-HOUSE COUNSEL TO RESTRICTED PERSONS  


3







 
EXHIBIT
E-2 


OPINION OF FULBRIGHT & JAWORSKI, L.L.P., COUNSEL TO RESTRICTED PERSONS  


4







 
EXHIBIT
E-3 


OPINION OF BENNETT JONES LLP, CANADIAN COUNSEL TO RESTRICTED PERSONS  


5










   
EXHIBIT F 


ASSIGNMENT AND ACCEPTANCE  


        Reference is made to that certain Interim 364-Day Credit Agreement dated as of April 1, 2004 (as from time to time amended, the "Agreement"),
by and among Plains All American Pipeline, L.P. ("Borrower"), Bank One, NA, as Administrative Agent, and certain financial institutions ("Lenders"). Terms which are defined in the Agreement are used
herein with the meanings given them in the Agreement. 


        The
"Assignor" and the "Assignee" referred to on Schedule 1 agree as follows: 


        1.     The
Assignor hereby sells and assigns to the Assignee, without recourse and without representation or warranty except as expressly set forth herein, and the Assignee
hereby purchases and assumes from the Assignor, an interest in and to the Assignor's rights and obligations under the Agreement and the other Loan Documents as of the date hereof equal to the
percentage interest specified on Schedule 1 of all outstanding rights and obligations under the Agreement and the other Loan Documents with respect to the Commitment and Loans. After giving
effect to such sale and assignment, the Assignee's Commitment and the amount of the Loans owing to the Assignee will be as set forth on Schedule 1. 


        2.     The
Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free
and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection
with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto;
(iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Restricted Person or the performance or observance by any Restricted
Person of any of its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto; and (iv) attaches the Note held by the Assignor and requests that
Administrative Agent exchange such Note for [a new Note payable to the order of the Assignee] [new Notes in an amount equal to the Commitment assumed by the
Assignee pursuant hereto and to the Assignor in an amount equal to the Commitment retained by the Assignor, if any], as specified on Schedule 1. 



        3.     The
Assignee (i) confirms that it has received a copy of the Agreement, together with copies of the financial statements referred to in Section 6.2 thereof
and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon Administrative Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make
its own credit decisions in taking or not taking action under the Agreement; (iii) confirms that it is an Eligible Transferee, (iv) appoints and authorizes Administrative Agent to take
such action as agent on its behalf and to exercise such powers and discretion under the Agreement as are delegated to Administrative Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Agreement are required to be
performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service or other forms required under Section 10.5. 


        4.     Following
the execution of this Assignment and Acceptance, it will be delivered to Administrative Agent for acceptance and recording by Administrative Agent. The
effective date for this Assignment and Acceptance (the "Effective Date") shall be the date of acceptance hereof by Administrative Agent, unless
otherwise specified on Schedule 1. 


1







 



        5.     Upon
such acceptance and recording by Administrative Agent, as of the Effective Date, (i) the Assignee shall be a party to the Agreement and, to the extent
provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Agreement. 


        6.     Upon
such acceptance and recording by Administrative Agent, from and after the Effective Date, Administrative Agent shall make all payments under the Agreement and the
Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and
Assignee shall make all appropriate adjustments in payments under the Agreement and the Notes for periods prior to the Effective Date directly between themselves. 



        7.     This
Assignment and Acceptance shall be governed by, and construed in accordance with, the Laws of the State of New York. 


        8.     This
Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and
Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. 



        IN
WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the
date specified thereon. 


2








SCHEDULE 1 to ASSIGNMENT AND ACCEPTANCE 



	 	Assignee's Commitment:	 	$	            	 	 
	 	Assignee's Percentage Share:	 	 	              	%	 
	 	Aggregate outstanding principal amount of Loans assigned:	 	$	            	 	 
	 	Principal amount of Note payable to Assignee:	 	$	            	 	 
	 	Principal amount of Note payable to Assignor (if retained):	 	$	            	]	 
	Effective Date (if other than date of acceptance

by Administrative Agent:	 	*	            	 	, 200    





	 	 	[NAME OF ASSIGNOR], as Assignor
	

 	
 	

By:	

 
	

 	
 	

 	

 Title:
	

 	
 	

Dated:             , 200    
	

 	
 	

[NAME OF ASSIGNEE], as Assignee
	



 	

 	



By:	



 
	

 	
 	

 	

 Title:
	

 	
 	

Domestic Lending Office:

LIBOR Lending Office:




	*
	This
date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to Administrative Agent. 



Accepted
this            day of            , 200            



	BANK ONE, NA	 	 
	

By:	

 	
 	

 
	

 	

 Title:	
 	

 
	

[Approved this              day of             , 200    	
 	

 
	

[PLAINS ALL AMERICAN PIPELINE, L.P.	
 	

 
	By:	PLAINS AAP, L.P., its general partner	 	 
	By:	PLAINS ALL AMERICAN GP LLC, its general partner]	 	 
	

By:	

 	
 	

 
	

 	

 Name:

Title:	
 	

 













QuickLinks



Exhibit 10.1



INTERIM 364-DAY CREDIT AGREEMENT