THE OFFERING RESTRICTIONS REQUIREMENT OF REGULATION S. TERMS
USED IN THIS PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S.
(J)
THE ISSUERS WILL COOPERATE WITH AND
ASSIST THE INITIAL PURCHASERS TO PERMIT THE SECURITIES TO BE ELIGIBLE FOR
CLEARANCE AND SETTLEMENT THROUGH THE DEPOSITORY TRUST COMPANY.
(K)
THE PLAINS PARTIES WILL NOT, FOR A PERIOD
60 DAYS FOLLOWING THE EXECUTION TIME, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
INITIAL PURCHASERS, OFFER, SELL OR CONTRACT TO SELL, PLEDGE OR OTHERWISE DISPOSE
OF (OR ENTER INTO ANY TRANSACTION WHICH IS DESIGNED TO, OR MIGHT REASONABLY BE
EXPECTED TO, RESULT IN THE DISPOSITION (WHETHER BY ACTUAL DISPOSITION OR
EFFECTIVE ECONOMIC DISPOSITION DUE TO CASH SETTLEMENT OR OTHERWISE) BY ANY OF
THE PLAINS PARTIES OR ANY PERSON IN PRIVITY WITH THE PLAINS PARTIES), DIRECTLY
OR INDIRECTLY, OR ANNOUNCE THE OFFERING OF, ANY U.S. DOLLAR-DENOMINATED DEBT
SECURITIES REGISTERED UNDER THE ACT OR ELIGIBLE FOR TRADING PURSUANT TO RULE
144A ISSUED OR GUARANTEED BY THE PLAINS PARTIES (OTHER THAN THE SECURITIES),
EXCEPT THE ISSUANCE OF THE EXCHANGE SECURITIES OR BORROWINGS UNDER THE AMENDED
AND RESTATED CREDIT AGREEMENT [US/CANADA FACILITIES] DATED NOVEMBER 4, 2005 (AS
AMENDED, THE "REVOLVING AGREEMENT") AMONG THE PARTNERSHIP, PMC NS, PMC LP, AS
BORROWERS THEREUNDER, BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT THEREUNDER,
BANK OF AMERICA, N.A., ACTING THROUGH ITS CANADA BRANCH, AS CANADIAN
ADMINISTRATIVE AGENT THEREUNDER, AND VARIOUS OTHER AGENTS THEREUNDER AND LENDERS
FROM TIME TO TIME PARTY THERETO, AND/OR THE CONTANGO CREDIT AGREEMENT.
(L)
NONE OF THE PLAINS PARTIES, NOR ANY
PERSON ACTING ON ITS OR THEIR BEHALF, WILL TAKE, DIRECTLY OR INDIRECTLY, ANY
ACTION DESIGNED TO OR WHICH HAS CONSTITUTED OR WHICH MIGHT REASONABLY BE
EXPECTED TO CAUSE OR RESULT, UNDER THE EXCHANGE ACT OR OTHERWISE, IN
STABILIZATION OR MANIPULATION OF THE PRICE OF ANY SECURITY OF THE ISSUERS TO
FACILITATE THE SALE OR RESALE OF THE SECURITIES.
(M)
THE ISSUERS AGREE TO PAY THE COSTS AND
EXPENSES RELATING TO THE FOLLOWING MATTERS:
(I) THE ISSUANCE OF THE SECURITIES
AND THE FEES OF THE TRUSTEE; (II) THE PREPARATION, PRINTING OR REPRODUCTION OF
THE OFFERING MEMORANDUM AND EACH AMENDMENT OR SUPPLEMENT THERETO; (III) THE
PRINTING (OR REPRODUCTION) AND DELIVERY (INCLUDING POSTAGE,
16
AIR FREIGHT CHARGES AND CHARGES FOR COUNTING AND PACKAGING) OF SUCH COPIES OF
THE FINAL OFFERING MEMORANDUM, AND ALL AMENDMENTS OR SUPPLEMENTS THERETO, AS MAY
BE REASONABLY REQUESTED FOR USE IN CONNECTION WITH THE OFFERING AND SALE OF THE
SECURITIES; (IV) THE PREPARATION, PRINTING, AUTHENTICATION, ISSUANCE AND
DELIVERY OF CERTIFICATES FOR THE SECURITIES, INCLUDING ANY STAMP OR TRANSFER
TAXES IN CONNECTION WITH THE ORIGINAL ISSUANCE AND SALE OF THE SECURITIES; (V)
THE PRINTING (OR REPRODUCTION) AND DELIVERY OF THIS AGREEMENT, ANY BLUE SKY
MEMORANDUM AND ALL OTHER AGREEMENTS OR DOCUMENTS PRINTED (OR REPRODUCED) AND
DELIVERED IN CONNECTION WITH THE OFFERING OF THE SECURITIES (INCLUDING, WITHOUT
LIMITATION, THE INDENTURE AND THE REGISTRATION RIGHTS AGREEMENT); (VI) ANY
REGISTRATION OR QUALIFICATION OF THE SECURITIES FOR OFFER AND SALE UNDER THE
SECURITIES OR BLUE SKY LAWS OF THE SEVERAL STATES