AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1998
                                                      REGISTRATION NO. 333-
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                ---------------
 
                                   FORM S-1
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
 
                                ---------------
 
                      PLAINS ALL AMERICAN PIPELINE, L.P.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
                                ---------------
 
         DELAWARE                   486110                   76-0582150
     (STATE OR OTHER     (PRIMARY STANDARD INDUSTRIAL     (I.R.S. EMPLOYER
       JURISDICTION       CLASSIFICATION CODE NUMBER)    IDENTIFICATION NO.)
   OF INCORPORATION OR
      ORGANIZATION)
 
                                ---------------
 
                             500 DALLAS, SUITE 700
                             HOUSTON, TEXAS 77002
                                (713) 654-1414
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                                ---------------
 
                             MICHAEL R. PATTERSON
                            SENIOR VICE PRESIDENT,
                         GENERAL COUNSEL AND SECRETARY
                           PLAINS ALL AMERICAN INC.
                             500 DALLAS, SUITE 700
                             HOUSTON, TEXAS 77002
                                (713) 654-1414
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                             OF AGENT FOR SERVICE)
 
                                ---------------
 
                                  Copies to:
 
  ANDREWS & KURTH L.L.P.                           BAKER & BOTTS, L.L.P.
  600 TRAVIS, SUITE 4200                            3000 ONE SHELL PLAZA
   HOUSTON, TEXAS 77002                                910 LOUISIANA
      (713) 220-4200                                HOUSTON, TEXAS 77002
  ATTN: DAVID P. OELMAN                                (713) 229-1234
     DAN A. FLECKMAN                               ATTN: JOSHUA DAVIDSON
 
                                ---------------
 
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
 
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [_]
 
  If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
 
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
 
                                ---------------
 
                        CALCULATION OF REGISTRATION FEE
 
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                                             PROPOSED MAXIMUM
     TITLE OF EACH CLASS OF SECURITIES      AGGREGATE OFFERING    AMOUNT OF
             TO BE REGISTERED                  PRICE (1)(2)    REGISTRATION FEE
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Common Units representing limited partner
 interests.................................    $312,375,000        $92,151

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(1) Includes Common Units issuable upon exercise of the Underwriters' over-
    allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o).
 
                                ---------------
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
 
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A         +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE   +
+SECURITIES AND EXCHANGE COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THESE    +
+SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE     +
+TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT  +
+CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL  +
+THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,       +
+SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION +
+UNDER THE SECURITIES LAWS OF ANY SUCH STATE.                                  +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                SUBJECT TO COMPLETION, DATED SEPTEMBER 23, 1998
PROSPECTUS
 
                            12,782,609 COMMON UNITS
[LOGO]
                       PLAINS ALL AMERICAN PIPELINE, L.P.
 
                     REPRESENTING LIMITED PARTNER INTERESTS
 
                                   --------
 
  The Common Units offered hereby represent limited partner interests in Plains
All American Pipeline, L.P., a Delaware limited partnership (the
"Partnership"). The Partnership was recently formed to acquire and operate the
midstream crude oil business and assets of Plains Resources Inc. ("Plains
Resources"). The Partnership is engaged in interstate and intrastate crude oil
pipeline transportation and crude oil terminalling and storage activities and
gathering and marketing activities.
 
  The Partnership will distribute to its partners, on a quarterly basis, all of
its Available Cash, which is generally all cash on hand at the end of a
quarter, as adjusted for reserves. Plains All American Inc., a wholly owned
subsidiary of Plains Resources, will serve as general partner (the "General
Partner") of the Partnership and has broad discretion in making cash
distributions and in establishing reserves. The Partnership intends, to the
extent there is sufficient Available Cash from Operating Surplus, to distribute
to each holder of Common Units at least $0.45 per Common Unit per quarter (the
"Minimum Quarterly Distribution") or $1.80 per Common Unit on an annualized
basis.
 
  LIMITED PARTNER INTERESTS ARE INHERENTLY DIFFERENT FROM CAPITAL STOCK OF A
CORPORATION. PURCHASERS OF COMMON UNITS SHOULD CONSIDER EACH OF THE FACTORS
DESCRIBED UNDER "RISK FACTORS," STARTING ON PAGE 25 OF THIS PROSPECTUS, IN
EVALUATING AN INVESTMENT IN THE PARTNERSHIP, INCLUDING BUT NOT LIMITED TO, THE
FOLLOWING:
 
  . THE MINIMUM QUARTERLY DISTRIBUTION IS NOT GUARANTEED, AND THE ACTUAL
    AMOUNT OF CASH DISTRIBUTIONS WILL DEPEND ON THE PARTNERSHIP'S FUTURE
    OPERATING PERFORMANCE, THE TERMS OF THE PARTNERSHIP'S INDEBTEDNESS, THE
    FUNDING OF RESERVES, THE LEVEL OF OPERATING AND CAPITAL EXPENDITURES AND
    OTHER MATTERS WITHIN THE DISCRETION OF THE GENERAL PARTNER.
 
  . HOLDERS OF COMMON UNITS WILL HAVE ONLY LIMITED VOTING RIGHTS, AND THE
    GENERAL PARTNER WILL MANAGE AND OPERATE THE PARTNERSHIP. THE GENERAL
    PARTNER AND ITS AFFILIATES WILL OWN SUFFICIENT COMMON UNITS AND
    SUBORDINATED UNITS TO PREVENT ITS REMOVAL AS GENERAL PARTNER.
 
  . THE PARTNERSHIP'S REVENUES AND PROFITABILITY ARE AFFECTED BY VARIOUS
    FACTORS, INCLUDING THE VOLUME OF CRUDE OIL DISCOVERED AND PRODUCED FROM
    OFFSHORE AND ONSHORE CALIFORNIA FIELDS, DEMAND FOR SUPPLIES OF CRUDE OIL
    BY REFINERIES IN THE MIDWEST, THE EFFECTS OF COMPETITION FROM OTHER
    SOURCES OF CRUDE OIL, AND THE VOLUME OF CRUDE OIL TERMINALLED, STORED,
    GATHERED AND MARKETED BY THE PARTNERSHIP. THE VOLUME OF CRUDE OIL PRODUCED
    FROM OFFSHORE CALIFORNIA HAS DECLINED IN RECENT YEARS.
                                                         (Continued on page iii)
 
  Prior to this offering, there has been no public market for the Common Units.
It is currently estimated that the initial public offering price will be
between $    and $    per Common Unit. See "Underwriting" for information
relating to the factors to be considered in determining the initial public
offering price. The Partnership has applied to list the Common Units for
trading on the New York Stock Exchange under the symbol "PAA."
 
                                   --------
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
       EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
     SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
             REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
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                           UNDERWRITING
                 PRICE TO DISCOUNTS AND   PROCEEDS TO
                  PUBLIC  COMMISSIONS(1) PARTNERSHIP(2)
- -------------------------------------------------------
                                
Per Common Unit    $           $              $
- -------------------------------------------------------
Total(3)         $           $              $

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 (1) For information regarding indemnification of the Underwriters, see
     "Underwriting."
 (2) Before deducting expenses estimated at $      payable by the Partnership.
 (3) The Partnership has granted the Underwriters a 30-day option to purchase
     up to 1,917,391 additional Common Units on the same terms and conditions
     as set forth above, solely to cover over-allotments, if any. To the
     extent such option is exercised by the Underwriters, the Partnership will
     use such net proceeds to redeem Common Units from the General Partner. If
     such option is exercised in full, the total Price to Public, Underwriting
     Discounts and Commissions and Proceeds to Partnership will be $    ,
     $     and $    , respectively. See "Underwriting."
 
                                   --------
 
  The Common Units are being offered by the several Underwriters named herein,
subject to prior sale, when, as and if accepted by them and subject to certain
conditions. It is expected that certificates for the Common Units offered
hereby will be available for delivery on or about       , 1998, at the office
of Salomon Smith Barney Inc., 333 West 34th Street, New York, New York 10001.
 
                                   --------
 
SALOMON SMITH BARNEY                                    PAINEWEBBER INCORPORATED
     A.G. EDWARDS & SONS, INC.
             DONALDSON, LUFKIN & JENRETTE
                     GOLDMAN, SACHS & CO.
                              DAIN RAUSCHER WESSELS
                               a division of Dain Rauscher Incorporated
                                                      ING BARING FURMAN SELZ LLC
 
        , 1998

 

[MAP ILLUSTRATING LOCATION OF PARTNERSHIP'S ASSETS, INCLUDING THE ALL AMERICAN
         PIPELINE, THE SJV GATHERING SYSTEM AND THE CUSHING TERMINAL]

 
  CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON UNITS,
INCLUDING OVER-ALLOTMENT, ENTERING STABILIZING BIDS, EFFECTING SYNDICATE-
COVERING TRANSACTIONS, AND IMPOSING PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."
 
                                     (ii)

  (continued from cover page)

  . CONFLICTS OF INTEREST MAY ARISE BETWEEN (I) THE GENERAL PARTNER AND ITS
    AFFILIATES AND (II) THE PARTNERSHIP AND THE UNITHOLDERS. UNDER CERTAIN
    CIRCUMSTANCES, THE GENERAL PARTNER'S AFFILIATES, INCLUDING PLAINS
    RESOURCES, ARE PERMITTED TO COMPETE WITH THE PARTNERSHIP. THE PARTNERSHIP
    AGREEMENT LIMITS THE LIABILITY AND REDUCES THE FIDUCIARY DUTIES OF THE
    GENERAL PARTNER.
 
  . THE FEDERAL INCOME TAX BENEFITS OF AN INVESTMENT IN THE PARTNERSHIP
    DEPEND ON THE CLASSIFICATION OF THE PARTNERSHIP AS A PARTNERSHIP FOR
    FEDERAL INCOME TAX PURPOSES. THE PARTNERSHIP WILL NOT OBTAIN A RULING
    FROM THE INTERNAL REVENUE SERVICE ON THAT ISSUE.
 
  To enhance the Partnership's ability to pay the Minimum Quarterly
Distribution on the Common Units during the Subordination Period, which will
generally extend from the closing of this offering through at least December
31, 2003, each holder of Common Units will be entitled to receive the Minimum
Quarterly Distribution, plus any arrearages thereon, before any distributions
are made on the outstanding subordinated limited partner interests of the
Partnership (the "Subordinated Units"). Upon expiration of the Subordination
Period, all Subordinated Units will convert into Common Units on a one-for-one
basis and will thereafter participate pro rata with the other Common Units in
distributions of Available Cash. Under certain circumstances, up to 50% of the
Subordinated Units may convert into Common Units prior to the expiration of
the Subordination Period. See "Cash Distribution Policy."
 
  The Common Units offered hereby will represent an aggregate 42.6% interest
(49.0% if the Underwriters' over-allotment option is exercised in full) in the
Partnership and its subsidiary operating partnerships, Plains Operating, L.P.
and All American, L.P., which will hold all of the Partnership's operating
assets and which are collectively referred to herein as the "Operating
Partnership." The General Partner and its affiliates will own an aggregate 2%
general partner interest in the Partnership and the Operating Partnership and
the right to receive certain Incentive Distributions. In addition, the General
Partner and its affiliates will own 6,817,391 Common Units and 9,800,000
Subordinated Units, representing an aggregate 55.4% limited partner interest
in the Partnership and the Operating Partnership (4,900,000 Common Units and
9,800,000 Subordinated Units representing an aggregate 49.0% limited partner
interest in the Partnership and the Operating Partnership if the Underwriters'
over-allotment option is exercised in full). The Common Units and the
Subordinated Units are collectively referred to herein as the "Units." Holders
of the Common Units and the Subordinated Units are collectively referred to
herein as "Unitholders."
 
  The sale of the Common Units offered hereby is subject to, among other
things, the concurrent completion of the refinancing of certain indebtedness
of the General Partner. See "The Transactions."
 
  The Partnership will furnish or make available to record holders of Common
Units (i) within 120 days after the close of each fiscal year of the
Partnership an annual report containing audited financial statements and a
report thereon by its independent public accountants and (ii) within 90 days
after the close of each quarter (other than the fourth quarter), certain
summary financial information. The Partnership will also furnish each
Unitholder with tax information within 90 days after the close of each
calendar year.
 
                                     (iii)

                               TABLE OF CONTENTS

PROSPECTUS SUMMARY.........................................................   1
 Plains All American Pipeline, L.P.........................................   1
 The Transactions..........................................................   5
 Summary Selected Pro Forma Financial and Operating Data...................   7
 Summary of Risk Factors...................................................   9
 Cash Available for Distribution...........................................  13
 Partnership Structure and Management......................................  15
 The Offering..............................................................  17
 Summary of Tax Considerations.............................................  22
FORWARD-LOOKING STATEMENTS.................................................  25
RISK FACTORS...............................................................  25
 Risks Inherent in an Investment in the Partnership........................  25
 Risks Inherent in the Partnership's Business..............................  29
 Conflicts of Interest and Fiduciary Responsibilities......................  33
 Tax Risks.................................................................  35
THE TRANSACTIONS...........................................................  38
USE OF PROCEEDS............................................................  39
CAPITALIZATION.............................................................  40
DILUTION...................................................................  41
CASH DISTRIBUTION POLICY...................................................  42
 General...................................................................  42
 Quarterly Distributions of Available Cash.................................  43
 Distributions from Operating Surplus during Subordination Period..........  43
 Distributions from Operating Surplus after Subordination Period...........  45
 Incentive Distributions--Hypothetical Annualized Yield....................  45
 Distributions from Capital Surplus........................................  46
 Adjustment of Minimum Quarterly Distribution and Target Distribution
  Levels...................................................................  47
 Distributions of Cash Upon Liquidation....................................  47
CASH AVAILABLE FOR DISTRIBUTION............................................  50
SELECTED PRO FORMA FINANCIAL AND OPERATING DATA............................  51
SELECTED HISTORICAL FINANCIAL AND OPERATING DATA...........................  53
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
 OPERATIONS................................................................  56
 General...................................................................  56
 The Partnership...........................................................  57
   Analysis of Pro Forma Results of Operations.............................  57
   Capital Resources, Liquidity and Financial Condition....................  59
   Year 2000...............................................................  60
 Wingfoot..................................................................  62
   Results of Operations...................................................  62
   Credit Arrangements with Goodyear.......................................  65
 Plains Midstream Subsidiaries.............................................  66
   Results of Operations...................................................  66
BUSINESS...................................................................  69
 General...................................................................  69
 Market Overview...........................................................  70
 Business Strategy and Competitive Strengths...............................  71
 Crude Oil Pipeline Operations.............................................  72
 Terminalling and Storage Activities and Gathering and Marketing
  Activities...............................................................  77
 Customers.................................................................  82
 Competition...............................................................  82
 Regulation................................................................  83

                                                                          
 Environmental Regulation..................................................   85
 Environmental Remediation.................................................   87
 Operational Hazards and Insurance.........................................   87
 Title to Properties.......................................................   88
 Employees.................................................................   89
 Legal Proceedings.........................................................   89
MANAGEMENT.................................................................   90
 Partnership Management....................................................   90
 Directors and Executive Officers of the General Partner...................   90
 Reimbursement of Expenses of the General Partner and its Affiliates.......   91
 Executive Compensation....................................................   91
 Employment Agreement......................................................   92
 Long-Term Incentive Plan..................................................   92
 Management Incentive Plan.................................................   93
 Compensation of Directors.................................................   93
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.............   94
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............................   95
 Rights of the General Partner.............................................   95
 Agreements Governing the Transactions.....................................   95
 Relationship with Plains Resources........................................   95
CONFLICTS OF INTEREST AND FIDUCIARY RESPONSIBILITIES.......................   96
 Conflicts of Interest.....................................................   96
 Fiduciary and Other Duties................................................   99
DESCRIPTION OF THE COMMON UNITS............................................  102
 The Units.................................................................  102
 Transfer Agent and Registrar..............................................  102
 Resignation or Removal....................................................  102
 Transfer of Common Units..................................................  102
THE PARTNERSHIP AGREEMENT..................................................  104
 Organization and Duration.................................................  104
 Purpose...................................................................  104
 Power of Attorney.........................................................  104
 Capital Contributions.....................................................  105
 Limited Liability.........................................................  105
 Issuance of Additional Securities.........................................  105
 Amendment of Partnership Agreement........................................  106
 Merger, Sale or Other Disposition of Assets...............................  108
 Termination and Dissolution...............................................  108
 Liquidation and Distribution of Proceeds..................................  108
 Withdrawal or Removal of the General Partner..............................  109
 Transfer of General Partner Interest and Incentive Distribution Rights....  110
 Change of Management Provisions...........................................  110
 Limited Call Right........................................................  110
 Meetings; Voting..........................................................  111
 Status as Limited Partner or Assignee.....................................  112
 Non-citizen Assignees; Redemption.........................................  112
 Indemnification...........................................................  112
 Books and Reports.........................................................  113
 Right to Inspect Partnership Books and Records............................  113
 Registration Rights.......................................................  113
UNITS ELIGIBLE FOR FUTURE SALE.............................................  114
TAX CONSIDERATIONS.........................................................  115
 Legal Opinions and Advice.................................................  115
 Tax Rates.................................................................  116
 Partnership Status........................................................  116
 Limited Partner Status....................................................  117

                                      (iv)

                                                                          
 Tax Consequences of Unit Ownership........................................  118
 Allocation of Partnership Income, Gain, Loss and Deduction................  120
 Tax Treatment of Operations...............................................  121
 Disposition of Common Units...............................................  123
 Uniformity of Units.......................................................  126
 Tax-Exempt Organizations and Certain Other Investors......................  126
 Administrative Matters....................................................  127
 State, Local and Other Tax Considerations.................................  129
INVESTMENT IN THE PARTNERSHIP BY EMPLOYEE BENEFIT PLANS....................  130
UNDERWRITING...............................................................  132
VALIDITY OF THE COMMON UNITS...............................................  134
EXPERTS....................................................................  134
AVAILABLE INFORMATION......................................................  134
INDEX TO FINANCIAL STATEMENTS..............................................  F-1
Appendix A--Form of Amended and Restated Partnership Agreement.............  A-1
Appendix B--Form of Application for Transfer of Common Units...............  B-1
Appendix C--Glossary of Certain Terms......................................  C-1
Appendix D--Pro Forma Available Cash from Operating Surplus................  D-1

                                      (v)

 
                               PROSPECTUS SUMMARY
 
  The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and historical and pro forma
financial data appearing elsewhere in this Prospectus. Except as the context
otherwise requires, references to and descriptions of the assets, business,
operations and financial results of the Partnership include the All American
crude oil pipeline and other assets which were recently purchased by the
General Partner from The Goodyear Tire & Rubber Company ("Goodyear"), and the
terminalling and storage and gathering and marketing assets, business and
operations formerly owned by certain subsidiaries of Plains Resources. The
transactions related to the formation of the Partnership, this offering and the
other transactions to occur in connection with this offering are referred to in
this Prospectus as the "Transactions." Unless otherwise specified, the
information in this Prospectus assumes that the Underwriters' over-allotment
option is not exercised. A glossary of certain terms used in this Prospectus is
included as Appendix C to this Prospectus. Capitalized terms not otherwise
defined herein have the meanings given in the glossary.
 
                       PLAINS ALL AMERICAN PIPELINE, L.P.
 
THE PARTNERSHIP
 
  Plains All American Pipeline, L.P. (the "Partnership") was recently formed to
acquire and operate the midstream crude oil business and assets of Plains
Resources Inc. ("Plains Resources"). The Partnership is engaged in interstate
and intrastate crude oil pipeline transportation and crude oil terminalling and
storage activities and gathering and marketing activities. The Partnership's
operations are concentrated in California, Texas, Oklahoma, Louisiana and the
Gulf of Mexico.
 
  The Partnership owns and operates a 1,233-mile seasonally heated, 30-inch,
common carrier crude oil pipeline extending from California to West Texas (the
"All American Pipeline") and a 45-mile, 16-inch, crude oil gathering system in
the San Joaquin Valley of California (the "SJV Gathering System"), both of
which it purchased from Goodyear in July 1998 for approximately $400 million.
The All American Pipeline is one of the newest interstate crude oil pipelines
in the United States, having been constructed by Goodyear between 1985 and 1987
at a cost of approximately $1.6 billion, and is the largest capacity crude oil
pipeline connecting California and Texas, with a design capacity of 300,000
barrels per day of heavy crude oil. In West Texas, the All American Pipeline
interconnects with other crude oil pipelines that serve the Gulf Coast and
Cushing, Oklahoma, the largest crude oil trading hub in the United States and
the designated delivery point for New York Mercantile Exchange ("NYMEX") crude
oil futures contracts (the "Cushing Interchange").
 
  Production currently transported on the All American Pipeline originates from
the Santa Ynez field operated by Exxon and the Point Arguello field operated by
Chevron, both offshore California, and from the San Joaquin Valley. Exxon and
Chevron, as well as Texaco and Oryx, which are other working interest owners,
are contractually obligated to ship all of their production from these offshore
fields on the All American Pipeline through August 2007. The SJV Gathering
System is used primarily to transport crude oil from fields in the San Joaquin
Valley to the All American Pipeline and to intrastate pipelines owned by third
parties. The capacity of the SJV Gathering System is approximately 140,000
barrels per day. In addition to transporting third-party volumes for a tariff,
the Partnership is engaged in certain merchant activities designed to capture
price differentials between the cost to purchase and transport crude oil to a
sales point and the price received for such crude oil at the sales point.
 
  At the Cushing Interchange, the Partnership owns and operates a two million
barrel, above-ground crude oil terminalling and storage facility (the "Cushing
Terminal") that has an estimated daily throughput capacity of approximately
800,000 barrels per day. The Cushing Terminal was completed in 1993, making it
the most modern facility in the area, and includes state-of-the-art design
features. The Partnership has initiated an expansion project that will add one
million barrels of storage capacity at an aggregate cost of approximately $10
 
                                       1

million. The expansion project is expected to be completed by mid-1999. Upon
completion of the expansion project, the Cushing Terminal will be the third
largest facility at the Cushing Interchange (and the largest not owned by a
major oil company) with an estimated 12% of that area's storage capacity. The
Partnership also owns 586,000 barrels of tank capacity along the SJV Gathering
System, 955,000 barrels of tank capacity along the All American Pipeline and
360,000 barrels of tank capacity at Ingleside, Texas on the Gulf Coast (the
"Ingleside Terminal").
 
  The Partnership's terminalling and storage operations generate revenue from
the Cushing Terminal through a combination of storage and throughput fees from
(i) refiners and gatherers seeking to segregate or custom blend crude oil for
refining feedstocks, (ii) pipelines, refiners and traders requiring segregated
tankage for foreign crude oil, (iii) traders who make or take delivery under
NYMEX contracts and (iv) producers seeking to increase their marketing
alternatives. The Cushing Terminal and the Partnership's other storage
facilities also facilitate the Partnership's merchant activities by enabling
the Partnership to buy and store crude oil when the price of crude oil in a
given month is less than the price of crude oil in a subsequent month (a
"contango" market) and to simultaneously sell crude oil futures contracts for
delivery of the crude oil in such subsequent month at the higher futures price,
thereby locking in a profit.
 
  The Partnership's gathering and marketing operations include the purchase of
crude oil at the wellhead and the bulk purchase of crude oil at pipeline and
terminal facilities, the transportation of the crude oil on trucks, barges or
pipelines, and the subsequent resale or exchange of the crude oil at various
points along the crude oil distribution chain. The crude oil distribution chain
extends from the wellhead where crude oil moves by truck and gathering systems
to terminal and pipeline injection stations and major pipelines and is
transported to major crude oil trading locations for ultimate consumption by
refineries. In many cases, the Partnership matches supply and demand needs by
performing a merchant function--generating gathering and marketing margins by
buying crude oil at competitive prices, efficiently transporting or exchanging
the crude oil along the distribution chain and marketing the crude oil to
refineries or other customers. When there is a higher demand than supply of
crude oil in the near term, the price of crude oil in a given month exceeds the
price of crude in a subsequent month (a "backward" market). A backward market
has a positive impact on marketing margins because crude oil gatherers can
continue to purchase crude oil from producers at a fixed premium to posted
prices while selling crude oil at a higher premium to such prices.
 
  For the year ended December 31, 1997, the Partnership's pro forma gross
margin, EBITDA and net income totaled $83.3 million, $77.0 million and $52.4
million, respectively. For the six months ended June 30, 1998, the
Partnership's pro forma gross margin, EBITDA and net income totaled $40.3
million, $36.8 million and $24.5 million, respectively. On a pro forma basis,
the All American Pipeline and the SJV Gathering System accounted for
approximately 75% of the Partnership's gross margin for the six-month period
ended June 30, 1998, while the terminalling and storage activities and
gathering and marketing activities accounted for approximately 25%.
 
MARKET OVERVIEW
 
  The Department of Energy segregates the United States into five Petroleum
Administration Defense Districts ("PADDs") to facilitate continued crude oil
supply to key refining areas in the event of a national emergency. The oil
industry utilizes these districts in reporting statistics regarding crude oil
supply and demand. The All American Pipeline serves, directly or through
connecting lines, PADD V, which consists of seven western states, including
Alaska and Hawaii, PADD II, which consists of 15 states in the Midwest, and
PADD III, which consists of six states located in the South, principally
bordering the Gulf of Mexico.
 
  Based on 1997 information provided by the Energy Information Administration,
only 17% of the total refinery demand for crude oil in PADD II can be supplied
with crude oil produced in PADD II, with the remainder (approximately 2.8
million barrels per day) provided by intra-U.S. transfers of domestic crude oil
production and imports from Canada and other foreign sources. Conversely, crude
oil production in California,
 
                                       2

together with crude oil supplies from Alaska and foreign sources, currently
exceeds demand by California refineries. Furthermore, the Partnership believes
that, based on public announcements by a number of major and independent oil
companies, production levels in California and Alaska may increase over the
next several years as a result of which excess supply would be available for
shipment to PADD II.
 
BUSINESS STRATEGY AND COMPETITIVE STRENGTHS
 
  The Partnership's strategy is to capitalize on demand driven opportunities in
the Midwest refining markets in PADD II and supply driven opportunities in the
oil producing regions of California by combining the strategic location and
unique capabilities of its asset base with its extensive marketing and
distribution expertise to enhance and optimize its operating margins.
 
  The Partnership intends to execute its business strategy by (i) increasing
throughput on the All American Pipeline through an aggressive lease gathering
program in the San Joaquin Valley and through additional connections with other
California crude pipelines and producers, (ii) realizing cost efficiencies
through operational improvements and potential strategic alliances, (iii)
utilizing the Cushing Terminal in conjunction with the Partnership's other
assets to profit from merchant activities that take advantage of crude oil
pricing and quality differentials and (iv) pursuing strategic and accretive
acquisitions of crude oil pipeline assets, gathering systems and terminalling
and storage facilities which complement the Partnership's existing asset base
and distribution capabilities.
 
  The Partnership believes it is well positioned to capitalize on such
opportunities due to the following competitive strengths:
 
  . Strategically Located, but Underutilized Pipeline Assets. The All
    American Pipeline is the largest crude oil pipeline connecting California
    to West Texas and, depending on the pipeline segment, is operating at
    approximately 20% to 35% of its designed 300,000 barrel per day capacity.
    If plans announced by a competing interstate crude oil pipeline to
    convert to a gas transmission pipeline are implemented, the All American
    Pipeline will be the only crude oil pipeline available to transport crude
    oil from California to West Texas. The SJV Gathering System is one of the
    largest crude oil gathering systems in the San Joaquin Valley of
    California, one of the most prolific crude oil producing regions in the
    lower 48 states. The SJV Gathering System is operating at approximately
    65% of its total 140,000 barrel per day capacity. Because a major portion
    of the All American Pipeline and the SJV Gathering System's operating
    costs are fixed, any increased utilization should result in incremental
    gross margin. In addition, because the All American Pipeline and the SJV
    Gathering System are relatively new, the Partnership expects that the
    maintenance capital expenditures required for these assets will be
    modest.
 
  . Versatility of Cushing Terminal. Completed in 1993, the Cushing Terminal
    is the most modern terminalling and storage facility at the Cushing
    Interchange, incorporating state-of-the-art environmental safeguards and
    operational enhancements designed to safely and efficiently terminal,
    store, blend and segregate large volumes and multiple varieties of both
    foreign and domestic crude oil. The Cushing Terminal has the ability to
    (i) sequentially store sweet and sour crude oil in the same tank without
    compromising crude integrity, (ii) segregate up to 18 different varieties
    of crude oil, (iii) receive and deliver crude oil at the connecting
    pipelines' maximum operating capacities and (iv) operate with fewer
    employees than its competitors due to its high level of automation. Due
    to the Partnership's ownership of a significant portion of the
    undeveloped land within the Cushing Interchange and its large manifold
    and pumping system, the Cushing Terminal can be readily expanded, should
    market conditions warrant, to support up to ten million barrels of tank
    capacity.
 
  . Specialized Crude Oil Market Knowledge. The marketing of crude oil is
    complex and requires detailed current knowledge of crude oil sources and
    end markets and a familiarity with a number of factors
 
                                       3

    including grades of crude oil, individual refinery demand for specific
    grades of crude oil, area market price structures for the different
    grades of crude oil, location of customers, availability of
    transportation facilities and timing and costs (including storage)
    involved in delivering crude oil to the appropriate customer. The
    Partnership believes that its business relationships with participants in
    all phases of the crude oil distribution chain, from crude oil producers
    to refiners, as well as its own industry expertise, provide the
    Partnership a comprehensive understanding of the U.S. crude oil markets.
    The Partnership has existing business relationships with crude oil
    producers representing over 80% of California production and
    substantially all of the Midwest refiners. The Partnership believes that
    its specialized crude oil market knowledge, in conjunction with its
    unique asset base, will enable the Partnership to exploit inefficiencies
    throughout the crude oil distribution chain.
 
  . Counter-Cyclical Balance Among the Partnership's Business Activities. The
    Partnership believes that the counter-cyclical nature of its terminalling
    and storage assets, which typically prosper in contango crude oil
    markets, and its gathering and marketing assets, which typically prosper
    in backward crude oil markets, combined with the long-term nature of the
    contracts on its All American Pipeline, will have a stabilizing effect on
    the Partnership's cash flow from operations.
 
  . Flexibility to Pursue Expansion and Acquisition Opportunities. The
    Partnership will enter into a $225 million bank credit agreement
    comprised of a $175 million term loan facility and a $50 million
    revolving credit facility. Upon closing of this offering, the Partnership
    will have total debt outstanding of $175 million and unused borrowing
    capacity of $50 million. In combination with its ability to issue new
    Units, the Partnership has significant resources to finance strategic
    expansion and acquisition opportunities.
 
  . Experienced Management Team. The Partnership's senior management team has
    an average of more than 15 years industry experience, with an average of
    over 10 years with the Partnership or its predecessors and affiliates. In
    order to incentivize management and employees, the Partnership has
    adopted a Long-Term Incentive Plan pursuant to which Common Units will be
    awarded to employees of the General Partner in order to align their
    economic interests with those of Common Unitholders. In addition, the
    Partnership's Management Incentive Plan provides for cash bonuses to
    operating personnel based on the financial performance of the
    Partnership.
 
PLAINS RESOURCES
 
  Plains Resources owns all of the capital stock of the General Partner. The
Partnership and Plains Resources have entered into an agreement (the
"Marketing Agreement") pursuant to which the Partnership will market all of
Plains Resources' crude oil production for a fee of $0.20 per barrel. This fee
will be adjusted every three years based upon then existing market conditions.
Plains Resources is an independent energy company specializing in crude oil in
both its upstream and midstream segments. For the first six months of 1998,
Plains Resources produced approximately 24,900 barrels per day which would be
subject to the Marketing Agreement. Over 70% of Plains Resources' proved oil
reserves are located in California where the company is the second largest
independent oil producer. Plains Resources' total year end proved reserves
have grown from 13.7 million barrels of oil equivalent at January 1, 1992 to
161.7 million barrels of oil equivalent at January 1, 1998.
 
                                       4

 
                                THE TRANSACTIONS
 
  Concurrently with the closing of this offering, the Plains Midstream
Subsidiaries will be merged into Plains Resources, which will convey the assets
of the Plains Midstream Subsidiaries to the Partnership in exchange for cash,
the assumption of related indebtedness and Units. The General Partner will
convey all of its interests in the All American Pipeline and the SJV Gathering
System to the Partnership in exchange for Units. Following these conveyances,
the General Partner and its affiliates will hold, in the aggregate, 6,817,391
Common Units, 9,800,000 Subordinated Units and the right to receive Incentive
Distributions. In addition, the Operating Partnership will assume approximately
$49.0 million in debt from Plains Resources associated with the operations of
the Plains Midstream Subsidiaries and approximately $175.0 million in debt from
the General Partner incurred in connection with the purchase of the All
American Pipeline and the SJV Gathering System.
 
  The net proceeds to the Partnership from the sale of Common Units offered
hereby is expected to be approximately $245.0 million (after deducting
underwriting discounts and commissions but before deducting expenses incurred
in connection with this offering). The Partnership will contribute
approximately $70.1 million of such proceeds to the Operating Partnership,
which will use such funds to purchase certain assets from Plains Resources for
approximately $35.0 million, to retire approximately $31.1 million of the
indebtedness assumed from the Plains Midstream Subsidiaries and to pay
approximately $4 million in expenses incurred in connection with the
Transactions. The Partnership will distribute the balance of such proceeds,
approximately $174.9 million, to the General Partner.
 
  The General Partner will use $125 million of the cash distributed to it to
retire the remaining indebtedness incurred in connection with the acquisition
of the All American Pipeline and the SJV Gathering System and the balance
($49.9 million) will be distributed or loaned to Plains Resources which will
use the cash to repay indebtedness and for other general corporate purposes.
 
  In addition, concurrently with the closing of this offering, the Operating
Partnership will enter into a $225 million bank credit agreement (the "Bank
Credit Agreement") that will include a $175 million term loan facility (the
"Term Loan Facility") and a $50 million revolving credit facility (the
"Revolving Credit Facility"). The Partnership may borrow up to $50 million
under the Revolving Credit Facility for acquisitions, capital improvements and
working capital purposes. At closing, the Operating Partnership will have $175
million outstanding under the Term Loan Facility, representing indebtedness
assumed from the General Partner.
 
  The Partnership will use the net proceeds from any exercise of the
Underwriters' over-allotment option to redeem Common Units from the General
Partner or its affiliates, on a pro rata basis, equal to the number of Common
Units issued upon the exercise of such option.
 
  The following table sets forth an estimated breakdown of the sources and uses
of funds contemplated by the Transactions:

                                                                      AMOUNTS
                                                                   -------------
                                                                   (IN MILLIONS)
                                                                
Sources of Funds
  Net Proceeds from Common Units offering (a).....................    $245.0
                                                                      ======
Uses of Funds
  Purchase of assets from Plains Resources........................    $ 35.0
  Repayment of indebtedness.......................................      31.1
  Payment of expenses of the Transactions.........................       4.0
  Distributions to General Partner (b)............................     174.9
                                                                      ------
    Total.........................................................    $245.0
                                                                      ======

                                       5

- --------
(a) After deducting underwriting discounts and commissions but before deducting
    expenses incurred in connection with this offering.
(b) Includes reimbursement of capital expenditures to the General Partner.
 
  The transactions referred to above and the others to occur in connection with
this offering are referred to herein as the "Transactions."
 
                                       6

            SUMMARY SELECTED PRO FORMA FINANCIAL AND OPERATING DATA
 
  The following unaudited Summary Selected Pro Forma Financial and Operating
Data are derived from the historical financial statements of Wingfoot Ventures
Seven, Inc. ("Wingfoot") (a wholly-owned subsidiary of Goodyear and the former
owner of the All American Pipeline and the SJV Gathering System) and the Plains
Midstream Subsidiaries (which reflect the historical operating results of the
Partnership's terminalling and storage activities and gathering and marketing
activities) as adjusted for the Transactions. For a discussion of the
assumptions used in preparing the Summary Selected Pro Forma Financial and
Operating Data, see "Plains All American Pipeline, L.P. Pro Forma Consolidated
Financial Statements." The following information should not be deemed
indicative of future operating results for the Partnership.

                                                             SIX MONTHS ENDED
                                                YEAR ENDED       JUNE 30,
                                               DECEMBER 31, -------------------
                                                   1997       1997      1998
                                               ------------ --------- ---------
                                                (IN THOUSANDS, EXCEPT PER UNIT
                                                     AND BARREL AMOUNTS)
                                                             
INCOME STATEMENT DATA:
 Revenues..................................... $ 1,746,491  $ 885,503 $ 706,239
 Cost of sales and operations.................   1,663,214    840,607   665,988
                                               -----------  --------- ---------
 Gross margin.................................      83,277     44,896    40,251
 General and administrative expenses..........       6,379      3,415     3,544
 Depreciation and amortization................      10,325      5,159     5,202
                                               -----------  --------- ---------
 Operating income.............................      66,573     36,322    31,505
 Interest expense.............................      14,334      6,776     7,048
 Other income ................................         138         66        52
                                               -----------  --------- ---------
 Net income................................... $    52,377  $  29,612 $  24,509
                                               ===========  ========= =========
 Net income per Unit(1)....................... $      1.75  $    0.99 $    0.82
OTHER DATA:
 Gross margins:
   Pipeline................................... $    69,146  $  38,575 $  30,149
   Terminalling and storage and gathering and
    marketing.................................      14,131      6,321    10,102
 EBITDA(2)....................................      77,036     41,547    36,759
 Maintenance capital expenditures(3)..........       1,433        686     1,002
BALANCE SHEET DATA (AT END OF PERIOD):
 Working capital..............................                        $   8,000
 Total assets.................................                          617,542
 Total long-term debt.........................                          175,000
 Partners' capital............................                          262,485
OPERATING DATA:
 Volumes (barrels per day):
  Pipeline:
   Tariff(4)..................................     164,600    181,600   143,000
   Margin(5)..................................      30,500     25,100    35,400
                                               -----------  --------- ---------
    Total pipeline............................     195,100    206,700   178,400
                                               ===========  ========= =========
  Lease gathering(6)..........................      94,000     89,000   106,900
  Bulk purchases(7)...........................      48,500     43,100   102,100
  Terminal throughput(8)......................      76,700     83,700    74,500

                                       7

- --------
(1) Net income per Unit is computed by dividing the limited partners' 98%
    interest in net income by the number of Common and Subordinated Units
    expected to be outstanding at the closing of this offering.
(2) EBITDA means earnings before interest expense, income taxes, depreciation
    and amortization. EBITDA provides additional information for evaluating the
    Partnership's ability to make the Minimum Quarterly Distribution and is
    presented solely as a supplemental measure. EBITDA is not a measurement
    presented in accordance with generally accepted accounting principles
    ("GAAP") and is not intended to be used in lieu of GAAP presentations of
    results of operations and cash provided by operating activities. The
    Partnership's EBITDA may not be comparable to EBITDA of other entities as
    other entities may not calculate EBITDA in the same manner as the
    Partnership.
(3) Maintenance capital expenditures are capital expenditures made to maintain
    the operating capacity of existing assets and not to acquire new assets or
    expand the operating capacity of existing assets.
(4) Represents crude oil deliveries on the All American Pipeline for the
    account of third parties.
(5) Represents crude oil deliveries on the All American Pipeline and the SJV
    Gathering System for the account of affiliated entities.
(6) Represents barrels of crude oil purchased at the wellhead, including
    volumes which would have been purchased under the Marketing Agreement.
(7) Represents barrels of crude oil purchased at collection points, terminals
    and pipelines.
(8) Represents total crude oil barrels delivered from the Cushing Terminal and
    the Ingleside Terminal.
 
                                       8

                            SUMMARY OF RISK FACTORS
 
  Limited partner interests are inherently different from capital stock of a
corporation, although many of the business risks to which the Partnership will
be subject are similar to those that would be faced by a corporation engaged in
a similar business. Prospective purchasers of the Common Units should consider
the following risk factors in evaluating an investment in the Common Units.
 
RISKS INHERENT IN AN INVESTMENT IN THE PARTNERSHIP
 
  . The Minimum Quarterly Distribution is not guaranteed. The actual amount
    of cash distributions may fluctuate and will depend on the Partnership's
    future results of operations. Cash distributions are dependent primarily
    on cash flow, including cash flow from reserves and working capital
    borrowings, and not solely on profitability, which is affected by non-
    cash items. Therefore, cash distributions might be made during periods
    when the Partnership records losses and might not be made during periods
    when the Partnership records profits. Decisions of the General Partner
    with respect to the amount and timing of asset purchases and sales, cash
    expenditures, borrowings, issuances of additional Units and the creation,
    reduction or increase of reserves will affect the amount of Available
    Cash. Because the Partnership's terminalling and storage activities and
    gathering and marketing activities are cyclical, it is likely that the
    General Partner will make additions to reserves during certain quarters
    in order to fund operating expenses, interest and principal payments and
    cash distributions to Unitholders in future quarters.
 
  . On a pro forma basis as of June 30, 1998, the Partnership's total long-
    term indebtedness would have been $175 million, representing
    approximately 40% of the Partnership's total capitalization. The
    Partnership's leverage may adversely affect the ability of the
    Partnership to finance its future operations and capital needs, limit its
    ability to pursue acquisitions and other business opportunities and make
    its results of operations more susceptible to adverse economic or
    operating conditions. In addition, the Partnership will have $50 million
    of unused borrowing capacity under the Revolving Credit Facility at the
    closing of this offering. Future borrowings could result in a significant
    increase in the Partnership's leverage.
 
  . The terms of the Partnership's indebtedness will prohibit the Partnership
    from making distributions to Unitholders during an event of default and
    will contain various limitations on the Partnership's ability to incur
    indebtedness and to engage in certain transactions that could reduce the
    ability of the Partnership to capitalize on business opportunities that
    arise in the course of its business.
 
  . In establishing the terms of this offering, including the number and
    initial offering price of the Common Units, the number of Common Units
    and Subordinated Units to be received by the General Partner and its
    affiliates and the Minimum Quarterly Distribution, the Partnership has
    relied on certain assumptions concerning its future operations. Although
    the Partnership believes its assumptions are within a range of
    reasonableness, whether the assumptions are realized is not, in many
    cases, within the control of the Partnership or the General Partner and
    cannot be predicted with any degree of certainty. If the Partnership's
    assumptions are not realized, the actual Available Cash from Operating
    Surplus generated by the Partnership could be substantially less than
    that currently expected and may be less in any quarter than that required
    to make the Minimum Quarterly Distribution.
 
  . The General Partner will manage and operate the Partnership. Holders of
    Common Units will have no right to elect the General Partner on an annual
    or other continuing basis, and will have only limited voting rights on
    matters affecting the Partnership's business. The General Partner may not
    be removed except upon the vote of the holders of at least 66 2/3% of the
    outstanding Units (including Units owned by the General Partner and its
    affiliates) and upon the election of a successor general partner by the
    holders of a Unit Majority. The ownership of an aggregate of 56.5% of the
    combined Common Units
 
                                       9

    and Subordinated Units by the General Partner and its affiliates gives
    the General Partner the ability to prevent its removal. As a result,
    holders of Common Units will have limited influence on matters affecting
    the operations of the Partnership.
 
  . Subject to certain limitations, the Partnership may issue additional
    Common Units and other interests in the Partnership, the effect of which
    may be to dilute the value of the interests of the then-existing holders
    of Common Units in the net assets of the Partnership, dilute the
    interests of holders of Common Units in distributions by the Partnership
    and reduce the support provided by the subordination feature of the
    Subordinated Units.
 
  . The Partnership's Amended and Restated Agreement of Limited Partnership
    (the "Partnership Agreement") contains certain provisions that may have
    the effect of discouraging a person or group from attempting to remove
    the General Partner or otherwise change the management of the
    Partnership. The effect of these provisions may be to diminish the price
    at which the Common Units will trade under certain circumstances.
 
  . Prior to making any distribution on the Common Units, the Partnership
    will reimburse the General Partner and its affiliates (including officers
    and directors of the General Partner) for all expenses incurred by the
    General Partner and its affiliates on behalf of the Partnership
    (including wages, salaries, incentive compensation and the cost of
    employee benefit plans paid or provided to employees, officers and
    directors of the General Partner), which expenses will be determined by
    the General Partner in its sole discretion. In addition, the General
    Partner and its affiliates may provide services to the Partnership for
    which the Partnership will be charged reasonable fees as determined by
    the General Partner. The reimbursement of such expenses and the payment
    of any such fees could adversely affect the ability of the Partnership to
    make distributions.
 
  . Prior to this offering, there has been no public market for the Common
    Units. The initial public offering price for the Common Units will be
    determined through negotiations between the General Partner and the
    representatives of the Underwriters. No assurance can be given as to the
    market prices at which the Common Units will trade.
 
  . If at any time not more than 20% of the outstanding Common Units are held
    by persons other than the General Partner and its affiliates, the General
    Partner will have the right, which it may assign to any of its affiliates
    or the Partnership, to acquire all, but not less than all, of the
    remaining Common Units held by such unaffiliated persons at a price
    generally equal to the then-current market price of Common Units. As a
    consequence, a holder of Common Units may be required to sell his Common
    Units at a time when he may not desire to sell them or at a price that is
    less than the price he would desire to receive upon such sale. A holder
    may also incur a tax liability upon such sale.
 
  . Under certain circumstances, holders of the Common Units could lose their
    limited liability and could become liable for amounts improperly
    distributed to them by the Partnership.
 
  . Holders of the Common Units have not been represented by counsel in
    connection with this offering, including the preparation of the
    Partnership Agreement or the other agreements referred to herein or in
    establishing the terms of this offering.
 
RISKS INHERENT IN THE PARTNERSHIP'S BUSINESS
 
  . The All American Pipeline is dependent upon an adequate supply of crude
    oil from fields located offshore and onshore California. A significant
    portion of the Partnership's gross margin is derived from the Santa Ynez
    and Point Arguello fields located offshore California. Volumes received
    from these two fields have declined from a daily average of 152,000
    barrels in 1995 to 97,000 barrels for the first six months of 1998. The
    Partnership expects that there will continue to be natural declines in
    production from each of these fields. In addition, as a result of the
    mid-1996 repeal of the export ban on crude oil
 
                                      10

    produced from the Alaskan North Slope, the volume of Alaskan North Slope
    crude oil shipped to California has declined and such crude oil is no
    longer transported on the All American Pipeline. The Partnership believes
    it is unlikely that there will be future shipments of Alaskan North Slope
    crude oil on the All American Pipeline.
 
  . The success of the Partnership's business strategy to increase
    utilization on its pipelines is dependent upon the Partnership's
    obtaining additional supply from increased production from California
    producers, an aggressive lease gathering program in the San Joaquin
    Valley and additional connections with other California crude oil
    pipelines. There can be no assurance that production of crude oil in
    California will rise to sufficient levels, or that the Partnership will
    be successful in increasing volumes gathered at the wellhead or the
    number of connections with other pipelines, to cause a material increase
    in utilization rates on the Partnership's pipelines.
 
  . A portion of the Partnership's operations are dependent upon demand for
    crude oil by refiners in the Midwest and on the Gulf Coast and any
    decrease in this demand could adversely affect the Partnership.
 
  . The All American Pipeline encounters competition from foreign oil imports
    and other pipelines that serve the California market and the refining
    centers in the Midwest and on the Gulf Coast. The Partnership also faces
    intense competition in its terminalling and storage activities and
    gathering and marketing activities.
 
  . The profitability of the Partnership's gathering and marketing activities
    depends primarily on the volumes of crude oil it purchases and gathers.
    The Partnership must continue to contract for new supplies of crude oil
    to offset volumes lost due to declines in production.
 
  . Generally, as the Partnership purchases crude oil, it establishes a
    margin by selling crude oil for physical delivery to third parties, or by
    entering into a future delivery obligation with respect to futures
    contracts on the NYMEX. Through these transactions, the Partnership seeks
    to maintain a position that is substantially balanced between crude oil
    purchases, on the one hand, and sales or future delivery obligations, on
    the other hand and not to speculate on price changes. These price risk
    management strategies cannot, however, eliminate all price risks. Any
    event that disrupts the Partnership's anticipated physical supplies of
    crude oil, such as the shut-in of production or other supply
    interruptions, may expose it to risk of loss resulting from price
    changes.
 
  . The Partnership's operations are subject to federal and state
    environmental laws. Compliance with these laws could result in
    substantial costs and liabilities to the Partnership. The transportation
    and storage of crude oil results in a risk that crude oil and other
    hydrocarbons may suddenly or gradually be released into the environment,
    potentially causing substantial expenditures for a response action,
    significant government penalties, liability for natural resource damages
    to government agencies, personal injury or property damages to private
    parties and significant business interruption.
 
CONFLICTS OF INTEREST AND FIDUCIARY RESPONSIBILITIES
 
  . The General Partner and its affiliates may have conflicts of interest
    with the Partnership and its limited partners. The Partnership Agreement
    contains certain provisions that limit the liability and reduce the
    fiduciary duties of the General Partner to the Unitholders, as well as
    provisions that may restrict the remedies available to Unitholders for
    actions that might, without such limitations, constitute breaches of
    fiduciary duty. Holders of Common Units are deemed to have consented to
    certain actions and conflicts of interest that might otherwise be deemed
    a breach of fiduciary or other duties under applicable state law.
 
  . Decisions of the General Partner with respect to the amount and timing of
    asset purchases and sales, cash expenditures, borrowings, issuances of
    additional Units and the creation, reduction or increase of
 
                                      11

    reserves in any quarter will affect whether, or the extent to which,
    there is sufficient Available Cash from Operating Surplus to meet the
    Minimum Quarterly Distribution and Target Distribution Levels on all
    Units in a given quarter or in subsequent quarters. In addition, actions
    by the General Partner may have the effect of enabling the General
    Partner to receive distributions on the Subordinated Units or Incentive
    Distributions or hastening the expiration of the Subordination Period or
    the conversion of Subordinated Units into Common Units.
 
  . Except for the restrictions set forth in an agreement (the "Omnibus
    Agreement") to be entered into at closing between the Partnership and
    Plains Resources, Plains Resources and its affiliates (other than the
    General Partner) will not be prohibited from engaging in other businesses
    or activities, including those that might be in direct competition with
    the Partnership. There can be no assurance that there will not be
    competition between the Partnership and affiliates of the General
    Partner, including Plains Resources.
 
  . Certain of the officers of the General Partner, who will provide services
    to the Partnership, will not be required to work full time on the affairs
    of the Partnership. Such officers may devote significant time to the
    affairs of the General Partner's affiliates and will be compensated by
    these affiliates for the services rendered to them. There may be
    significant conflicts between the Partnership and affiliates of the
    General Partner regarding the availability of such officers of the
    General Partner to manage the Partnership.
 
TAX RISKS
 
  . The availability to a holder of Common Units of the federal income tax
    benefits of an investment in the Partnership depends, in large part, on
    the classification of the Partnership as a partnership for federal income
    tax purposes. Assuming the accuracy of certain factual matters as to
    which the General Partner and the Partnership have made representations,
    Andrews & Kurth L.L.P., special counsel to the General Partner and the
    Partnership, is of the opinion that, under current law, the Partnership
    will be classified as a partnership for federal income tax purposes.
 
  . No ruling has been requested from the Internal Revenue Service (the
    "IRS") with respect to the classification of the Partnership as a
    partnership for federal income tax purposes or any other matter affecting
    the Partnership.
 
  . A Unitholder will be required to pay income taxes on his allocable share
    of the Partnership's income, whether or not he receives cash
    distributions from the Partnership.
 
  . It is anticipated that through December 31,     , a Unitholder may
    receive substantial distributions that would reduce such holder's tax
    basis, with the result that such holder may recognize substantial taxable
    gain upon a sale of such holder's Units, even if the sale price is less
    than the original cost. Some part of that gain will likely be ordinary
    income.
 
  . Investment in Common Units by certain tax-exempt entities, regulated
    investment companies and foreign persons raises issues unique to such
    persons. For example, virtually all of the taxable income derived by most
    organizations exempt from federal income tax (including individual
    retirement accounts ("IRAs") and other retirement plans) from the
    ownership of a Common Unit will be unrelated business taxable income and
    thus will be taxable to such a Unitholder.
 
  . In the case of taxpayers subject to the passive loss rules (generally,
    individuals and closely held corporations), any losses generated by the
    Partnership will generally only be available to offset future income
    generated by the Partnership and cannot be used to offset income from
    other activities, including other passive activities or investments.
    Passive losses which are not deductible because they exceed the
    Unitholder's income generated by the Partnership may be deducted in full
    when the Unitholder disposes of his entire investment in the Partnership
    in a fully taxable transaction to an unrelated party.
 
                                      12

 
  . The General Partner has applied to register the Partnership as a "tax
    shelter" with the Secretary of the Treasury. No assurance can be given
    that the Partnership will not be audited by the IRS or that tax
    adjustments will not be made. Any adjustments in the Partnership's tax
    returns will lead to adjustments in the Unitholders' tax returns and may
    lead to audits of the Unitholders' tax returns and adjustments of items
    unrelated to the Partnership.
 
  . The Partnership will adopt certain depreciation and amortization
    conventions that do not conform with all aspects of certain proposed and
    final Treasury regulations. A successful challenge to those conventions
    by the IRS could adversely affect the amount of tax benefits available to
    a purchaser of Common Units or could affect the timing of such tax
    benefits or the amount of gain from the sale of Common Units and could
    have a negative impact on the value of the Common Units or result in
    audit adjustments to the tax returns of Unitholders.
 
  . A Unitholder will likely be required to file state and local income tax
    returns and pay state and local income taxes in some or all of the
    various jurisdictions in which the Partnership does business or owns
    property. The Partnership will initially own property and conduct
    business in Arizona, California, Oklahoma, Kansas, New Mexico, Illinois,
    Texas, Louisiana, Alabama, Mississippi and Florida. Of those, only Texas
    and Florida do not currently impose a personal income tax.
 
  See "Risk Factors," "Cash Distribution Policy," "Cash Available for
Distribution," "Conflicts of Interest and Fiduciary Responsibilities," "The
Partnership Agreement" and "Tax Considerations" for a more detailed description
of these and other risk factors and conflicts of interest that should be
considered in evaluating an investment in the Common Units.
 
                        CASH AVAILABLE FOR DISTRIBUTION
 
  Based on the amount of working capital that the Partnership is expected to
have at the time it commences operations and the ability to make working
capital borrowings under the Revolving Credit Facility, the Partnership
believes that, if its assumptions about operating conditions are realized, the
Partnership should have sufficient Available Cash from Operating Surplus to
enable the Partnership to distribute the Minimum Quarterly Distribution on the
Common Units and Subordinated Units to be outstanding immediately after the
consummation of this offering, and the related distribution on the combined 2%
general partner interest, with respect to each of its quarters at least through
the quarter ending December 31, 1999. The Partnership's belief is based on a
number of assumptions, including the assumptions that (i) the average daily
volume of crude oil transported on the All American Pipeline and SJV Gathering
System will not be less than the average daily volume transported during the
six months ended June 30, 1998, (ii) the tariffs charged by the Partnership
will not decline from current levels, (iii) the gross margins from the
Partnership's terminalling and storage activities and gathering and marketing
activities in the aggregate will continue at not less than the same levels
experienced during the six months ended June 30, 1998 on an annualized basis,
(iv) any loss of gross margin from a reduction in storage activities due to a
change in the market from contango to backward will be offset by an increase in
marketing margins, (v) no material accidents or other events will occur that
disrupt the All American Pipeline, the SJV Gathering System, the Partnership's
terminalling or storage facilities, or pipelines with which they have
significant interconnections, and (vi) market, regulatory and overall economic
conditions will not change substantially. Although the Partnership believes
such assumptions are within a range of reasonableness, whether the assumptions
are realized is not, in a number of cases, within the control of the
Partnership and cannot be predicted with any degree of certainty. In the event
that the Partnership's assumptions are not realized, the actual Available Cash
from Operating Surplus generated by the Partnership could be substantially less
than that currently expected and could, therefore, be insufficient to permit
the Partnership to make cash distributions at the levels described above. See
"Risk Factors--Risks Inherent in an Investment in the Partnership--Partnership
Assumptions Concerning Future Operations May Not Be Realized." In addition, the
terms of the Partnership's
 
                                       13

indebtedness will restrict the ability of the Partnership to distribute cash to
Unitholders in the event of a default under the terms of such indebtedness.
Accordingly, no assurance can be given that distributions of the Minimum
Quarterly Distribution or any other amounts will be made. See "Cash
Distribution Policy," "Cash Available for Distribution" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
Partnership does not intend to update the expression of belief set forth above.
 
  The amount of Available Cash from Operating Surplus needed to distribute the
Minimum Quarterly Distribution for four quarters on the Common Units and
Subordinated Units to be outstanding immediately after this offering and on the
combined 2% general partner interest is approximately $54.0 million ($35.3
million for the Common Units, $17.6 million for the Subordinated Units and $1.1
million for the combined 2% general partner interest). The amount of pro forma
Available Cash from Operating Surplus generated during 1997 and for the twelve
months ended June 30, 1998 was approximately $61.3 million and $55.9 million,
respectively. Such amounts would have been sufficient to cover the Minimum
Quarterly Distribution during such periods on all of the Common Units,
Subordinated Units and the related distribution on the general partner
interest. The amounts of pro forma Available Cash from Operating Surplus set
forth above were derived from the pro forma and historical financial statements
of the Partnership in the manner set forth in Appendix D. The pro forma
adjustments are based upon currently available information and certain
estimates and assumptions. The pro forma financial statements do not purport to
present the results of operations of the Partnership had the Transactions
actually been completed as of the dates indicated. Furthermore, Available Cash
from Operating Surplus as defined in the Partnership Agreement is a cash
accounting concept, while the Partnership's historical and pro forma financial
statements have been prepared on an accrual basis. As a consequence, the amount
of pro forma Available Cash from Operating Surplus shown above should only be
viewed as a general indication of the amount of Available Cash from Operating
Surplus that might in fact have been generated by the Partnership had it been
formed in earlier periods. For definitions of Available Cash and Operating
Surplus, see the Glossary.
 
                                       14

                      PARTNERSHIP STRUCTURE AND MANAGEMENT
 
  The operations of the Partnership will be conducted through, and the
operating assets will be owned by, the Operating Partnership. Upon consummation
of the Transactions, the Partnership will own a 98.9899% limited partner
interest in the Operating Partnership and the General Partner will own a 1%
general partner interest in the Partnership and a 1.0101% general partner
interest in the Operating Partnership. The General Partner, therefore, will own
an aggregate 2% general partner interest in the Partnership and the Operating
Partnership on a combined basis.
 
  Following this offering, the senior executives who currently manage the
Partnership's business will manage and operate the Partnership's business as
the senior executives of the General Partner. The General Partner will not
receive any management fee or other compensation in connection with its
management of the Partnership, but will be reimbursed for all direct and
indirect expenses incurred on behalf of the Partnership (including wages,
salaries, incentive compensation and the cost of employee benefit plans paid or
provided to employees, officers and directors of the General Partner) and all
other necessary or appropriate expenses allocable to the Partnership or
otherwise reasonably incurred by the General Partner and its affiliates in
connection with the operation of the Partnership's business.
 
  Conflicts of interest may arise between the General Partner and its
affiliates, on the one hand, and the Partnership, the Operating Partnership and
the Unitholders, on the other, including conflicts relating to the compensation
of the directors, officers and employees of the General Partner and the
determination of fees and expenses that are allocable to the Partnership. The
General Partner will have a conflicts committee (the "Conflicts Committee"),
consisting of two independent members of its Board of Directors, that will be
available at the General Partner's discretion to review matters involving
conflicts of interest. See "Management" and "Conflicts of Interest and
Fiduciary Responsibilities."
 
  The Partnership's principal executive offices are located at 500 Dallas,
Suite 700, Houston, Texas 77002 and its phone number is (713) 654-1414.
 
  The following charts depict the organization and ownership of the Partnership
and the Operating Partnership after giving effect to the consummation of the
Transactions, including the sale of the Common Units offered hereby, and
assuming that the Underwriters' over-allotment option is not exercised. The
percentages reflected in the organization chart represent the approximate
ownership interest in each of the Partnership and the Operating Partnership
individually and not on an aggregate basis. Except for the organization chart,
the ownership percentages referred to in this Prospectus reflect the
approximate effective ownership interest of the Unitholders in the Partnership
and the Operating Partnership on a combined basis. The 2% ownership of the
General Partner referred to in this Prospectus reflects the approximate
effective ownership interest of the General Partner in the Partnership and the
Operating Partnership on a combined basis.
 
                                       15

 

 

                 [CHART DEPICTING OWNERSHIP STRUCTURE OF THE 
         PARTNERSHIP AND THE OPERATING PARTNERSHIP AFTER THE OFFERING]
 
                                       16

                                  THE OFFERING
 
Securities Offered..........  12,782,609 Common Units (14,700,000 Common Units
                              if the Underwriters' over-allotment option is
                              exercised in full).
 
Units to be Outstanding
 After This Offering........  19,600,000 Common Units and 9,800,000            
                              Subordinated Units, representing an aggregate     
                              65.3% and 32.7% limited partner interest in the   
                              Partnership, respectively. If the Underwriters'   
                              over-allotment option is exercised in full,       
                              1,917,391 additional Common Units will be issued  
                              by the Partnership. The net proceeds from any     
                              exercise of the Underwriters' over-allotment      
                              option will be used to redeem Common Units from   
                              the General Partner or its affiliates.            

Distributions of Available    
 Cash.......................  Available Cash will generally be distributed 98%  
                              to Unitholders and 2% to the General Partner      
                              within 45 days after the end of each quarter. If  
                              distributions of Available Cash from Operating    
                              Surplus exceed the Minimum Quarterly Distribution 
                              and certain other specified target levels         
                              ("Target Distribution Levels"), the General       
                              Partner will receive a percentage of such excess  
                              distributions that will increase to up to 50% of  
                              the excess distributions above the highest Target 
                              Distribution Level. See "Cash Distribution        
                              Policy--Incentive Distributions--Hypothetical    
                              Annualized Yield."                                

Distributions to Common and 
 Subordinated Unitholders...  The Partnership intends, to the extent there is
                              sufficient Available Cash from Operating Surplus,
                              to distribute to each holder of Common Units at
                              least the Minimum Quarterly Distribution of $0.45
                              per Common Unit per quarter. The Minimum
                              Quarterly Distribution is not guaranteed and is
                              subject to adjustment as described under "Cash
                              Distribution Policy--Adjustment of Minimum
                              Quarterly Distribution and Target Distribution
                              Levels."
 
                              The first distribution to the Unitholders will be
                              made within 45 days after the quarter ending
                              December 31, 1998. The Minimum Quarterly
                              Distribution for the period from the closing of
                              this offering through December 31, 1998 will be
                              adjusted downward based on the actual length of
                              such period.
 
                              With respect to each quarter during the
                              Subordination Period, which will generally not
                              end prior to December 31, 2003, the Common
                              Unitholders will generally have the right to
                              receive the Minimum Quarterly Distribution, plus
                              any arrearages thereon ("Common Unit
                              Arrearages"), and the General Partner will have
                              the right to receive the related distribution on
                              its general partner interest, before any
                              distribution of Available Cash from Operating
                              Surplus is made to the Subordinated Unitholders.
                              This subordination feature will enhance the
                              Partnership's ability to distribute the Minimum
                              Quarterly Distribution on the Common Units during
                              the Subordination Period. Subordinated Units will
                              not accrue distribution arrearages. Upon
                              expiration of the Subordination Period, Common
                              Units will no longer accrue distribution
                              arrearages. See "Cash Distribution Policy."
 
                                       17

 
Subordination Period........   The Subordination Period will generally extend
                               from the closing of this offering until the
                               first day of any quarter beginning after
                               December 31, 2003 provided that certain
                               financial tests have been satisfied. Generally,
                               these tests will have been satisfied when the
                               Partnership has paid from Operating Surplus,
                               and generated from Adjusted Operating Surplus,
                               the Minimum Quarterly Distribution on all Units
                               and the general partner interest for the three
                               preceding four-quarter periods. Upon expiration
                               of the Subordination Period, all remaining
                               Subordinated Units will convert into Common
                               Units on a one-for-one basis and will
                               thereafter participate pro rata with the other
                               Common Units in distributions of Available
                               Cash. See "Cash Distribution Policy--
                               Distributions from Operating Surplus during
                               Subordination Period."
 
Early Conversion of
 Subordinated Units.........   If the tests for conversion set forth above    
                               have been met for any quarter ending on or      
                               after December 31, 2001, 25% of the             
                               Subordinated Units will convert into Common     
                               Units. If the Conversion Test has been met for  
                               any quarter ending on or after December 31,     
                               2002, an additional 25% of the Subordinated     
                               Units will convert into Common Units.           
                                                                               
                               The early conversion of the second 25% of
                               Subordinated Units may not occur until at least
                               one year following the early conversion of the
                               first 25% of Subordinated Units. See "Cash
                               Distribution Policy--Distributions from
                               Operating Surplus during Subordination Period."
 
Incentive Distributions.....   If quarterly distributions of Available Cash
                               exceed the Minimum Quarterly Distribution or
                               the Target Distribution Levels, the General
                               Partner will receive distributions which are
                               generally equal to 15%, then 25% and then 50%
                               of the distributions of Available Cash that
                               exceed the Minimum Quarterly Distribution or
                               such Target Distribution Levels. The Target
                               Distribution Levels are based on the amounts of
                               Available Cash from Operating Surplus
                               distributed with respect to a given quarter
                               that exceed distributions made with respect to
                               the Minimum Quarterly Distribution and Common
                               Unit Arrearages, if any. See "Cash Distribution
                               Policy--Incentive Distributions--Hypothetical
                               Annualized Yield." The distributions to the
                               General Partner described above that are in
                               excess of its combined 2% interest are referred
                               to herein as the "Incentive Distributions."
                              
Adjustment of Minimum        
 Quarterly Distribution and  
 Target Distribution         
 Levels.....................   The Minimum Quarterly Distribution and the
                               Target Distribution Levels are subject to
                               downward adjustments in the event that the
                               Unitholders receive distributions of Available
                               Cash from Capital Surplus (generally, cash
                               generated by certain borrowings or sales of
                               assets) or legislation is enacted or existing
                               law is modified or interpreted by the relevant
                               governmental authority in a manner
 
                                       18

                              that causes the Partnership to be treated as an
                              association taxable as a corporation or otherwise
                              taxable as an entity for federal, state or local
                              income tax purposes. If, as a result of
                              distributions of Available Cash from Capital
                              Surplus, the Unitholders receive a full return of
                              the initial public offering price of the Common
                              Units and any unpaid Common Unit Arrearages, the
                              distributions of Available Cash payable to the
                              General Partner will increase to 50% of all
                              amounts distributed thereafter. See "Cash
                              Distribution Policy--General," "--Distributions
                              from Capital Surplus" and "--Adjustment of
                              Minimum Quarterly Distribution and Target
                              Distribution Levels."
                              
Partnership's Ability to     
 Issue Additional Units.....  The Partnership Agreement generally authorizes
                              the Partnership to issue an unlimited number of
                              additional limited partner interests of the
                              Partnership for such consideration and on such
                              terms and conditions as shall be established by
                              the General Partner in its sole discretion
                              without the approval of the Unitholders. During
                              the Subordination Period, however, the
                              Partnership may not issue equity securities
                              ranking prior or senior to the Common Units or an
                              aggregate of more than 9,800,000 Common Units
                              (which number excludes Common Units issued upon
                              exercise of the over-allotment option, conversion
                              of Subordinated Units, pursuant to employee
                              benefit plans, to repay certain indebtedness, or
                              in connection with the making of certain
                              acquisitions or capital improvements that are
                              accretive on a per Unit basis) or an equivalent
                              number of securities ranking on a parity with the
                              Common Units, without the approval of the holders
                              of a Unit Majority. A Unit Majority means, during
                              the Subordination Period, at least a majority of
                              the outstanding Common Units (excluding Common
                              Units held by the General Partner and its
                              affiliates), voting as a class, and at least a
                              majority of the outstanding Subordinated Units,
                              voting as a class, and, after the Subordination
                              Period, at least a majority of the outstanding
                              Units. See "The Partnership Agreement--Issuance
                              of Additional Securities."
 
Limited Call Right..........  If at any time not more than 20% of the
                              outstanding Common Units are held by persons
                              other than the General Partner and its
                              affiliates, the General Partner may purchase all
                              of the remaining Common Units at a price
                              generally equal to the then current market price
                              of the Common Units. See "The Partnership
                              Agreement--Limited Call Right."
 
Limited Voting Rights.......  Unitholders will not have voting rights except
                              with respect to the following matters, for which
                              the Partnership Agreement in most cases requires
                              the approval of a Unit Majority: (i) a sale or
                              exchange of all or substantially all of the
                              Partnership's assets, (ii) the removal or the
                              withdrawal of the General Partner, (iii) the
                              election of a successor General Partner, (iv) a
                              dissolution or reconstitution of the Partnership,
                              (v) a merger of the Partnership, (vi) issuance of
                              limited partner interests in certain
                              circumstances, (vii) approval of certain actions
                              of the General Partner (including the transfer by
                              the General
 
                                       19

                              Partner of its general partner interest or
                              Incentive Distribution Rights under certain
                              circumstances) and (viii) certain amendments to
                              the Partnership Agreement, including any
                              amendment that would cause the Partnership to be
                              treated as an association taxable as a
                              corporation. Holders of Subordinated Units will
                              generally vote as a class separate from the
                              holders of Common Units. Under the Partnership
                              Agreement, the General Partner generally will be
                              permitted to effect amendments to the Partnership
                              Agreement that do not materially adversely affect
                              Unitholders. See "The Partnership Agreement."
                              
Loss of Voting Rights in     
 Certain Circumstances......  Any person or group (other than the General
                              Partner and its affiliates) that acquires
                              beneficial ownership of 20% or more of the Common
                              Units will lose its voting rights with respect to
                              all of its Common Units. See "The Partnership
                              Agreement--Change of Management Provisions."
                              
Removal and Withdrawal of    
 the General Partner........  Subject to certain conditions, the General
                              Partner may be removed upon the approval of the
                              holders of at least 66 2/3% of the outstanding
                              Units (including Units held by the General
                              Partner and its affiliates) and the election of a
                              successor general partner by the vote of the
                              holders of a Unit Majority. A meeting of holders
                              of the Common Units may be called only by the
                              General Partner or by the holders of 20% or more
                              of the outstanding Common Units. The ownership of
                              an aggregate of 56.5% of the combined Common
                              Units and the Subordinated Units by the General
                              Partner and its affiliates gives the General
                              Partner the ability to prevent its removal. The
                              General Partner has agreed not to voluntarily
                              withdraw as general partner of the Partnership
                              and the Operating Partnership prior to December
                              31, 2008, subject to limited exceptions, without
                              obtaining the approval of at least a majority of
                              the outstanding Common Units (excluding Common
                              Units held by the General Partner and its
                              affiliates) and furnishing an Opinion of Counsel
                              (as defined in the Glossary). See "The
                              Partnership Agreement--Withdrawal or Removal of
                              the General Partner" and "--Meetings; Voting."
                              
Consequences of Removal of   
 General Partner in Certain  
 Circumstances..............  If the General Partner is removed other than for
                              Cause, (i) the Subordination Period will end and
                              all outstanding Subordinated Units will
                              immediately convert into Common Units on a one-
                              for-one basis, (ii) any existing Common Unit
                              Arrearages will be extinguished and (iii) the
                              General Partner will have the right to convert
                              its general partner interest (and its right to
                              receive Incentive Distributions) into Common
                              Units or to receive cash in exchange for such
                              interests. See "The Partnership Agreement--Change
                              of Management Provisions."

Distributions Upon           
 Liquidation................  If the Partnership liquidates during the
                              Subordination Period, under certain circumstances
                              holders of outstanding Common Units will be
                              entitled to receive more per Unit in liquidating
                              distributions than
 
                                       20

                              holders of outstanding Subordinated Units. The
                              per Unit difference will be dependent upon the
                              amount of gain or loss recognized by the
                              Partnership in liquidating its assets and will be
                              limited to the Unrecovered Capital of a Common
                              Unit and any Common Unit Arrearages thereon.
                              Under certain circumstances there may be
                              insufficient gain for the holders of Common Units
                              to fully recover all such amounts, even though
                              there may be cash available for distribution to
                              holders of Subordinated Units. Following
                              conversion of the Subordinated Units into Common
                              Units, all Units will be treated the same upon
                              liquidation of the Partnership. See "Cash
                              Distribution Policy--Distributions of Cash Upon
                              Liquidation."
 
Use of Proceeds.............  The net proceeds to the Partnership from the sale
                              of Common Units offered hereby will be
                              approximately $245.0 million, after deducting
                              underwriting discounts and commissions but before
                              deducting expenses incurred in connection with
                              this offering. The net proceeds of this offering
                              will be applied to (i) purchase certain of the
                              Plains Midstream Subsidiaries' assets from Plains
                              Resources for $35.0 million, (ii) repay
                              approximately $31.1 million of indebtedness
                              assumed from Plains Resources, (iii) pay
                              approximately $4.0 million of expenses of the
                              Transactions and (iv) make a distribution of
                              approximately $174.9 million to the General
                              Partner. The Partnership will use the net
                              proceeds from any exercise of the Underwriters'
                              over-allotment option to redeem Common Units from
                              the General Partner. See "Use of Proceeds."
 
Listing.....................  The Partnership has applied to list the Common
                              Units on the New York Stock Exchange (the
                              "NYSE").
 
Proposed NYSE Symbol........  "PAA".
 
                                       21

                         SUMMARY OF TAX CONSIDERATIONS
 
  The tax consequences of an investment in the Partnership to a particular
investor will depend in part on the investor's own tax circumstances. Each
prospective investor should consult his own tax advisor about the U.S. federal,
state and local tax consequences of an investment in Common Units.
 
  The following is a brief summary of certain expected tax consequences of
owning and disposing of Common Units. The following discussion, insofar as it
relates to U.S. federal income tax laws, is based upon the opinion of Andrews &
Kurth L.L.P., special counsel to the General Partner and the Partnership
("Counsel"), described in "Tax Considerations." This summary is qualified by
the discussion in "Tax Considerations," particularly the qualifications on the
opinions of Counsel described therein.
 
PARTNERSHIP STATUS; CASH DISTRIBUTIONS
 
  In the opinion of Counsel, the Partnership will be classified for federal
income tax purposes as a partnership, and the beneficial owners of Common Units
will generally be considered partners in the Partnership. Accordingly, the
Partnership will pay no federal income taxes, and a Common Unitholder will be
required to report on his federal income tax return his share of the
Partnership's income, gains, losses and deductions. In general, cash
distributions to a Common Unitholder will be taxable only if, and to the extent
that, they exceed the tax basis in his Common Units.
 
PARTNERSHIP ALLOCATIONS
 
  In general, income and loss of the Partnership will be allocated to the
General Partner and the Unitholders for each taxable year in accordance with
their respective percentage interests in the Partnership, as determined
annually and prorated on a monthly basis and subsequently apportioned among the
General Partner and the Unitholders of record as of the opening of the first
business day of the month to which they relate, even though Unitholders may
dispose of their Units during the month in question. At any time and to the
extent that distributions are made on the Common Units and not on the
Subordinated Units, or that Incentive Distributions are made to the General
Partner, gross income will be allocated to the recipients to the extent of such
distributions. A Unitholder will be required to take into account, in
determining his federal income tax liability, his share of income generated by
the Partnership for each taxable year of the Partnership ending within or with
the Unitholder's taxable year even if cash distributions are not made to him.
As a consequence, a Unitholder's share of taxable income of the Partnership
(and possibly the income tax payable by him with respect to such income) may
exceed the cash actually distributed to him.
 
RATIO OF TAXABLE INCOME TO DISTRIBUTIONS
 
  The Partnership estimates that a purchaser of Common Units in this offering
who owns them through       , will be allocated, on a cumulative basis, an
amount of federal taxable income for such period that will be approximately  %
of the cash distributed with respect to that period. The Partnership further
estimates that for taxable years after the taxable year ending December 31,
    , the taxable income allocable to them will represent a significantly
higher percentage (and could under certain circumstances exceed the amount) of
cash distributed to the Unitholders. These estimates are based upon the
assumption that the gross income from operations will approximate the amount
required to make the Minimum Quarterly Distribution with respect to all Units
and other assumptions with respect to capital expenditures, cash flow and
anticipated cash distributions. These estimates and assumptions are subject to,
among other things, numerous business, economic, regulatory, competitive and
political uncertainties which are beyond the control of the Partnership.
Further, the estimates are based on current tax law and certain tax reporting
positions that the Partnership intends to adopt and with which the IRS could
disagree. Accordingly, no assurance can be given that the estimates will prove
to be correct. The actual percentages could be higher or lower than as
described above and any differences could be material. See "Tax
Considerations--Tax Consequences of Unit Ownership--Ratio of Taxable Income to
Distributions," and "--Tax Treatment of Operations."
 
                                       22

 
BASIS OF COMMON UNITS
 
  A Unitholder's initial tax basis for a Common Unit purchased in this offering
will generally be the amount paid for the Common Unit. A Unitholder's basis
will generally be increased by his share of Partnership income and decreased by
his share of Partnership losses and distributions.
 
LIMITATIONS ON DEDUCTIBILITY OF PARTNERSHIP LOSSES
 
  In the case of taxpayers subject to the passive loss rules (generally,
individuals and closely held corporations), any Partnership losses will only be
available to offset future income generated by the Partnership and cannot be
used to offset income from other activities, including passive activities or
investments. Any losses unused by virtue of the passive loss rules may be fully
deducted when the Unitholder disposes of all of his Common Units in a taxable
transaction with an unrelated party.
 
SECTION 754 ELECTION
 
  The Partnership intends to make the election provided for by Section 754 of
the Internal Revenue Code of 1986 (the "Code"), which will generally result in
a Unitholder being allocated income and deductions calculated by reference to
the portion of his purchase price attributable to each asset of the
Partnership.
 
DISPOSITION OF COMMON UNITS
 
  A Unitholder who sells Common Units will recognize gain or loss equal to the
difference between the amount realized and the adjusted tax basis of those
Common Units. Thus, distributions of cash from the Partnership to a Unitholder
in excess of the income allocated to him will, in effect, become taxable income
if he sells the Common Units at a price greater than his adjusted tax basis
even if the price is less than his original cost. A portion of the amount
realized (whether or not representing gain) may be ordinary income.
 
STATE, LOCAL AND OTHER TAX CONSIDERATIONS
 
  In addition to federal income taxes, Unitholders will likely be subject to
other taxes, such as state and local income taxes, unincorporated business
taxes, and estate, inheritance or intangible taxes that are imposed by the
various jurisdictions in which a Unitholder resides or in which the Partnership
does business or owns property. Although an analysis of those various taxes is
not presented here, each prospective Unitholder should consider their potential
impact on his investment in the Partnership. The Partnership will initially own
property and conduct business in Arizona, California, Oklahoma, Kansas, New
Mexico, Illinois, Texas, Louisiana, Alabama, Mississippi and Florida. Of those,
only Texas and Florida do not currently impose a personal income tax. In
certain states, tax losses may not produce a tax benefit in the year incurred
(if, for example, the Partnership has no income from sources within that state)
and also may not be available to offset income in subsequent taxable years.
Some states may require the Partnership, or the Partnership may elect, to
withhold a percentage of income from amounts to be distributed to a Unitholder.
Withholding, the amount of which may be more or less than a particular
Unitholder's income tax liability owed to the state, may not relieve the
nonresident Unitholder from the obligation to file an income tax return.
Amounts withheld may be treated as if distributed to Unitholders for purposes
of determining the amounts distributed by the Partnership. Based on current law
and its estimate of future Partnership operations, the Partnership anticipates
that any amounts required to be withheld will not be material.
 
  It is the responsibility of each prospective Unitholder to investigate the
legal and tax consequences, under the laws of pertinent states and localities,
of his investment in the Partnership. Accordingly, each prospective Unitholder
should consult, and must depend upon, his own tax counsel or other advisor with
regard to those matters. Further, it is the responsibility of each Unitholder
to file all U.S. federal, state and local tax returns that may be required of
such Unitholder. Counsel has not rendered an opinion on the state or local tax
consequences of an investment in the Partnership.
 
                                       23

 
OWNERSHIP OF COMMON UNITS BY TAX-EXEMPT ORGANIZATIONS AND CERTAIN OTHER
INVESTORS
 
  An investment in Common Units by tax-exempt organizations (including IRAs and
other retirement plans), regulated investment companies (mutual funds) and
foreign persons raises issues unique to such persons. Virtually all of the
Partnership income allocated to a Unitholder which is a tax-exempt organization
will be unrelated business taxable income and, thus will be taxable to such
Unitholder. Furthermore, no significant amount of the Partnership's gross
income will be qualifying income for purposes of determining whether a
Unitholder will qualify as a regulated investment company, and a Unitholder who
is a nonresident alien, foreign corporation or other foreign person will be
regarded as being engaged in a trade or business in the U.S. as a result of
ownership of a Common Unit and, thus, will be required to file federal income
tax returns and to pay tax on such Unitholder's share of Partnership taxable
income. Furthermore, distributions to foreign Unitholders will be subject to
federal income tax withholding. See "Tax Considerations--Tax-Exempt
Organizations and Certain Other Investors."
 
TAX SHELTER REGISTRATION
 
  The Code generally requires that "tax shelters" be registered with the
Secretary of the Treasury. It is arguable that the Partnership is not subject
to this registration requirement. Nevertheless, the Partnership will be
registered as a tax shelter with the Secretary of the Treasury. ISSUANCE OF THE
REGISTRATION NUMBER DOES NOT INDICATE THAT AN INVESTMENT IN THE PARTNERSHIP OR
THE CLAIMED TAX BENEFITS HAS BEEN REVIEWED, EXAMINED OR APPROVED BY THE IRS.
See "Tax Considerations--Administrative Matters--Registration as a Tax
Shelter."
 
                                       24

                          FORWARD-LOOKING STATEMENTS
 
  This Prospectus contains forward-looking statements and information that are
based on the beliefs of the Partnership and the General Partner, as well as
assumptions made by, and information currently available to, the Partnership
and the General Partner. All statements, other than statements of historical
fact, included in this Prospectus are forward-looking statements, including,
but not limited to, statements identified by the words "anticipate,"
"believe," "estimate," "expect," "plan," "intend" and "forecast" and similar
expressions and statements regarding the Partnership's business strategy,
plans and objectives of management of the Partnership for future operations.
Such statements reflect the current views of the Partnership and the General
Partner with respect to future events, based on what they believe are
reasonable assumptions. These statements, however, are subject to certain
risks, uncertainties and assumptions, including, but not limited to, the risk
factors described in this Prospectus. If one or more of these risks or
uncertainties materialize, or if underlying assumptions prove incorrect,
actual results may vary materially from those in the forward-looking
statements. The Partnership does not intend to update these forward-looking
statements and information.
 
                                 RISK FACTORS
 
  Limited partner interests are inherently different from capital stock of a
corporation, although many of the business risks to which the Partnership will
be subject are similar to those that would be faced by a corporation engaged
in a similar business. Prospective purchasers of the Common Units should
consider the following risk factors in evaluating an investment in the Common
Units.
 
RISKS INHERENT IN AN INVESTMENT IN THE PARTNERSHIP
 
 Cash Distributions Are Not Guaranteed and May Fluctuate with Partnership
Performance
 
  Although the Partnership will distribute all of its Available Cash, there
can be no assurance regarding the amounts of Available Cash to be generated by
the Partnership and the Partnership cannot guarantee that the Minimum
Quarterly Distribution will be paid. The actual amounts of cash distributions
may fluctuate and will depend upon numerous factors, including cash flow
generated by operations, required principal and interest payments on the
Partnership's debt, the costs of acquisitions (including related debt service
payments), restrictions contained in the Partnership's debt instruments,
issuances of debt and equity securities by the Partnership, fluctuations in
working capital, capital expenditures, adjustments in reserves, prevailing
economic conditions and financial, business and other factors, a number of
which will be beyond the control of the Partnership and the General Partner.
Cash distributions are dependent primarily on cash flow, including cash flow
from reserves and working capital borrowings, and not solely on profitability,
which is affected by non-cash items. Therefore, cash distributions might be
made during periods when the Partnership records losses and might not be made
during periods when the Partnership records profits.
 
  The amount of Available Cash from Operating Surplus required to distribute
the Minimum Quarterly Distribution for four quarters on the Common Units and
Subordinated Units to be outstanding immediately after this offering and on
the combined 2% general partner interest is approximately $54.0 million ($35.3
million for the Common Units, $17.6 million for the Subordinated Units and
$1.1 million for the combined 2% general partner interest). The amount of pro
forma Available Cash from Operating Surplus generated during fiscal 1997 and
for the twelve month period ended June 30, 1998 (as calculated in Appendix D)
was approximately $61.3 million and $55.9 million, respectively. Such amounts
would have been sufficient to cover the Minimum Quarterly Distribution for
such periods on all of the Common Units and Subordinated Units and the related
distribution on the general partner interest. For the calculation of pro forma
Available Cash from Operating Surplus, see "Cash Available for Distribution"
and Appendix D.
 
  The Partnership Agreement gives the General Partner broad discretion in
establishing reserves for the proper conduct of the Partnership's business
that will affect the amount of Available Cash. Because the Partnership's
 
                                      25

terminalling and storage activities and gathering and marketing activities are
cyclical, it is likely that the General Partner will make additions to
reserves during certain quarters in order to fund operating expenses, interest
and principal payments and cash distributions to Unitholders in future
quarters. The effect of the establishment of such operating reserves is to
increase the likelihood that the Minimum Quarterly Distribution will be paid
in any given quarter but to decrease the likelihood that any amount in excess
of the Minimum Quarterly Distribution will be paid in such quarter. As a
result of these and other factors, there can be no assurance regarding the
actual levels of cash distributions to Unitholders by the Partnership.
 
 The Partnership's Indebtedness May Limit the Partnership's Ability to Make
 Distributions and May Affect its Operations
 
  On a pro forma basis at June 30, 1998, the Partnership's total long-term
indebtedness would have been $175 million, representing approximately 40% of
the Partnership's total capitalization. The Partnership's leverage may (i)
adversely affect the ability of the Partnership to finance its future
operations and capital needs, (ii) limit its ability to pursue acquisitions
and other business opportunities and (iii) make its results of operations more
susceptible to adverse economic or operating conditions. Furthermore, the
payment of principal and interest on the Partnership's indebtedness will
reduce the cash available for distribution on the Units. Future borrowings,
whether under the Bank Credit Agreement or otherwise, could result in a
significant increase in the Partnership's leverage.
 
  In addition, the Partnership will be prohibited from making cash
distributions during an event of default under the Bank Credit Agreement.
Furthermore, various limitations in the Bank Credit Agreement on the
Partnership's ability to incur indebtedness and to engage in certain
transactions could reduce the ability of the Partnership to capitalize on
business opportunities that arise in the course of its business. Any
subsequent refinancing of the Bank Credit Agreement or any new indebtedness
could have similar or greater restrictions. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--The Partnership--
Capital Resources, Liquidity and Financial Condition."
 
 Partnership Assumptions Concerning Future Operations May Not Be Realized
 
  In establishing the terms of this offering, including the number and initial
offering price of the Common Units, the number of Common Units and
Subordinated Units to be received by the General Partner and its affiliates
and the Minimum Quarterly Distribution, the Partnership has relied on certain
assumptions concerning its future operations, including the assumptions that
(i) the average daily volume of crude oil transported on the All American
Pipeline and the SJV Gathering System will not be less than the average daily
volume transported during the six months ended June 30, 1998, (ii) the tariffs
charged by the Partnership will not decline from current levels, (iii) the
gross margins from the Partnership's terminalling and storage activities and
gathering and marketing activities in the aggregate will continue at not less
than the same levels experienced during the six months ended June 30, 1998 on
an annualized basis, (iv) any loss of gross margin from a reduction in storage
activities due to a change in the market from contango to backward will be
offset by an increase in marketing margins, (v) no material accidents or other
events will occur that disrupt the All American Pipeline, the SJV Gathering
System, the Partnership's terminalling or storage facilities, or pipelines
with which they have significant interconnections, and (vi) market, regulatory
and overall economic conditions will not change substantially. Although the
Partnership believes its assumptions are within a range of reasonableness,
whether the assumptions are realized is not, in many cases, within the control
of the Partnership or the General Partner and cannot be predicted with any
degree of certainty. In the event that the Partnership's assumptions are not
realized, the actual Available Cash from Operating Surplus generated by the
Partnership could be substantially less than that currently expected and may
be less in any quarter than that required to make the Minimum Quarterly
Distribution. See "Cash Available for Distribution."
 
                                      26

 Unitholders Will Have Limited Voting Rights
 
  The General Partner will manage and operate the Partnership. Unlike the
holders of common stock in a corporation, holders of Common Units will have
only limited voting rights on matters affecting the Partnership's business.
Holders of Common Units will have no right to elect the General Partner on an
annual or other continuing basis, and the General Partner may not be removed
except pursuant to the vote of the holders of at least 66 2/3% of the
outstanding Units (including Units owned by the General Partner and its
affiliates) and upon the election of a successor general partner by the vote
of the holders of a Unit Majority. The ownership of an aggregate of 56.5% of
the combined Common Units and Subordinated Units by the General Partner and
its affiliates gives the General Partner the ability to prevent its removal.
In addition, all of the other matters requiring the approval of the Common
Unitholders during the Subordination Period must first be proposed by the
General Partner and submitted to the Unitholders for a vote. The Partnership
Agreement also contains provisions limiting the ability of Unitholders to call
meetings of Unitholders or to acquire information about the Partnership's
operations as well as other provisions limiting the Unitholders' ability to
influence the manner or direction of management. As a result, holders of
Common Units will have limited influence on matters affecting the operation of
the Partnership, and third parties may find it difficult to attempt to gain
control, or influence the activities, of the Partnership. See "The Partnership
Agreement."
 
 The Partnership May Issue Additional Common Units Thereby Diluting Existing
Unitholders' Interests
 
  During the Subordination Period, the General Partner has broad discretion,
without the approval of Unitholders, to cause the Partnership to issue up to
an additional 9,800,000 Common Units (in addition to Common Units issued upon
the exercise of the Underwriters' over-allotment option, upon conversion of
Subordinated Units, pursuant to employee benefit plans, to repay certain
indebtedness, upon the conversion of the general partner interests and
Incentive Distribution Rights as a result of the withdrawal of the General
Partner or in connection with the making of certain acquisitions or capital
improvements that are accretive on a per Unit basis) or an equivalent number
of securities ranking on a parity with the Common Units. After the end of the
Subordination Period, the Partnership may issue an unlimited number of limited
partner interests of any type without the approval of the Unitholders. Based
on the circumstances of each case, the issuance of additional Common Units or
securities ranking senior to or on a parity with the Common Units may dilute
the value of the interests of the then-existing holders of Common Units in the
net assets of the Partnership, dilute the interests of holders of Common Units
in distributions by the Partnership and reduce the benefits to the holders of
the Common Units provided by the subordination feature of the Subordinated
Units. The Partnership Agreement does not give the holders of Common Units the
right to approve the issuance by the Partnership of equity securities ranking
junior to the Common Units at any time.
 
 Issuance of Additional Common Units, Including Upon Conversion of
 Subordinated Units, Will Increase Risk that the Partnership Will Be Unable to
 Pay the Full Minimum Quarterly Distribution on All Common Units
 
  The ability of the Partnership to pay the full Minimum Quarterly
Distribution on all the Common Units may be reduced by any increase in the
number of outstanding Common Units, whether as a result of the conversion of
Subordinated Units, upon the conversion of the general partner interests and
Incentive Distribution Rights or as a result of the withdrawal of the General
Partner or future issuances of Common Units. Any of these actions will
increase the percentage of the aggregate Minimum Quarterly Distribution
payable to the Common Unitholders and decrease the percentage of the aggregate
Minimum Quarterly Distribution payable to the Subordinated Unitholders, which
will in turn have the effect of (i) reducing the amount of support provided by
the subordination feature of the Subordinated Units and (ii) increasing the
risk that the Partnership will be unable to pay the Minimum Quarterly
Distribution in full on all the Common Units.
 
 No Removal of the General Partner Without its Consent
 
  Following this offering, the ownership of approximately 56.5% of the
combined Common Units and Subordinated Units by the General Partner and its
affiliates will effectively preclude the removal of the General
 
                                      27

Partner without its consent. In addition, the Partnership Agreement contains
certain provisions that may have the effect of discouraging a person or group
from attempting to remove the General Partner or otherwise change the
management of the Partnership. If the General Partner is removed as general
partner of the Partnership under circumstances where Cause does not exist and
Units held by the General Partner and its affiliates are not voted in favor of
such removal, (i) the Subordination Period will end and all outstanding
Subordinated Units will immediately convert into Common Units on a one-for-one
basis, (ii) any existing Common Unit Arrearages will be extinguished and (iii)
the General Partner will have the right to convert its general partner
interest (and its rights to receive Incentive Distributions) into Common Units
or to receive cash in exchange for such interests. Further, if any person or
group (other than the General Partner or its affiliates) acquires beneficial
ownership of 20% or more of any class of Units then outstanding, such person
or group will lose voting rights with respect to all of its Units. The effect
of these provisions may be to diminish the price at which the Common Units
will trade under certain circumstances. See "The Partnership Agreement--
Withdrawal or Removal of the General Partner" and "--Change of Management
Provisions."
 
 Purchasers of Common Units Will Experience Dilution
 
  Purchasers of Common Units in this offering will experience immediate and
substantial dilution in net tangible book value of $   per Common Unit from
the initial public offering price (assuming an initial public offering price
of $  ). See "Dilution."
 
 Cost Reimbursements and Fees Due to the General Partner May Be Substantial
 
  Prior to making any distribution on the Common Units, the Partnership will
reimburse the General Partner and its affiliates (including officers and
directors of the General Partner) for all expenses incurred by the General
Partner and its affiliates on behalf of the Partnership (including wages,
salaries, incentive compensation and the cost of employee benefit plans paid
or provided to employees, officers and directors of the General Partner),
which expenses will be determined by the General Partner in its sole
discretion. In addition, the General Partner and its affiliates may provide
services to the Partnership for which the Partnership will be charged
reasonable fees as determined by the General Partner. The reimbursement of
such expenses and the payment of any such fees could adversely affect the
ability of the Partnership to make distributions.
 
 No Prior Public Market for Common Units
 
  Prior to this offering, there has been no public market for the Common
Units. The initial public offering price for the Common Units will be
determined through negotiations between the General Partner and the
representatives of the Underwriters. For a description of the factors to be
considered in determining the initial public offering price, see
"Underwriting." No assurance can be given as to the market prices at which the
Common Units will trade. The Partnership has applied to list the Common Units
for trading on the New York Stock Exchange under the symbol "PAA."
 
 The General Partner Will Have a Limited Call Right with Respect to the Common
Units
 
  If at any time not more than 20% of the issued and outstanding Common Units
are held by persons other than the General Partner and its affiliates, the
General Partner will have the right, which it may assign to any of its
affiliates or the Partnership, to acquire all, but not less than all, of the
remaining Common Units held by such unaffiliated persons at a price generally
equal to the then-current market price of the Common Units. As a consequence,
a holder of Common Units may be required to sell his Common Units at a time
when he may not desire to sell them or at a price that is less than the price
he would desire to receive upon such sale. A holder may also incur a tax
liability upon such sale. See "The Partnership Agreement--Limited Call Right."
 
                                      28

 Unitholders May Not Have Limited Liability in Certain Circumstances;
 Liability for Return of Certain Distributions
 
  The limitations on the liability of holders of limited partner interests for
the obligations of a limited partnership have not been clearly established in
some states. If it were to be determined that the Partnership had been
conducting business in any state without compliance with the applicable
limited partnership statute, or that the right or the exercise of the right by
the Unitholders as a group to remove or replace the General Partner, to
approve certain amendments to the Partnership Agreement or to take other
action pursuant to the Partnership Agreement constituted participation in the
"control" of the Partnership's business, then the Unitholders could be held
liable in certain circumstances for the Partnership's obligations to the same
extent as a general partner. In addition, under certain circumstances a
Unitholder may be liable to the Partnership for the amount of a distribution
for a period of three years from the date of the distribution. See "The
Partnership Agreement--Limited Liability" for a discussion of the limitations
on liability and the implications thereof to a Unitholder.
 
 Holders of Common Units Have Not Been Represented by Counsel
 
  The holders of Common Units have not been represented by counsel in
connection with this offering, including the preparation of the Partnership
Agreement or the other agreements referred to herein or in establishing the
terms of this offering.
 
 Possible Inability to Obtain Consents and Title Documents to Asset Transfers
 
  The Plains Midstream Subsidiaries will be merged into Plains Resources and,
concurrently with the closing of this offering, Plains Resources will convey
the Plains Midstream Subsidiaries' assets to the Partnership. In addition, the
General Partner will convey all its interests in the All American Pipeline and
the SJV Gathering System to the Partnership. Certain of the transferors'
rights-of-way, leasehold interests in real and personal property and certain
of the transferors' permits, licenses and other rights are transferable to the
Partnership only with the consent of the lessor or other third party. The
failure by the Partnership to obtain any such consents could have a material
adverse effect on the Partnership. See "Business--Title to Properties."
 
RISKS INHERENT IN THE PARTNERSHIP'S BUSINESS
 
 Dependence of Pipeline Upon California Crude Oil Supply
 
  The profitability of the All American Pipeline is dependent upon an adequate
supply of crude oil from fields located offshore and onshore California. A
significant portion of the Partnership's gross margin is derived from the
Santa Ynez and Point Arguello fields located offshore California. During the
first six months of 1998, approximately $17 million, or 43%, of the
Partnership's gross margin was attributable to the Santa Ynez field and
approximately $7 million, or 18%, was attributable to the Point Arguello
field. Although the producers of most of the production from these fields have
entered into contracts with the Partnership pursuant to which they have agreed
to ship all of their production from these fields on the All American Pipeline
through August 2007, they are not obligated to produce or ship any minimum
volumes. Volumes received from the Santa Ynez and Point Arguello fields have
declined from 92,000 and 60,000 average daily barrels, respectively, in 1995
to 69,000 and 28,000 average daily barrels for the first six months in 1998.
The Partnership expects that there will continue to be natural production
declines from each of these fields. In addition, any production disruption
from these fields due to production problems, transportation problems or other
reasons would have a material adverse effect on the Partnership.
 
  As a result of the mid-1996 repeal of the export ban on crude oil produced
from the Alaskan North Slope, Alaskan North Slope crude oil transported on the
All American Pipeline declined to 2,000 barrels per day in 1997 compared to
16,000 barrels per day in 1996 and 26,000 barrels per day in 1995.
Furthermore, in July 1998, the owner of the only pipeline capable of
delivering Alaskan North Slope crude oil to the All American Pipeline
 
                                      29

announced the proposed sale of the pipeline to a purchaser that has publicly
stated its intention to convert the pipeline to a natural gas pipeline. As a
result, the Partnership believes it is unlikely that there will be future
shipments of Alaskan North Slope crude oil on the All American Pipeline. See
"Business--Crude Oil Pipeline Operations."
 
  The success of the Partnership's business strategy to increase utilization
on its pipelines is dependent upon the Partnership's obtaining additional
supply from increased production from California producers, an aggressive
lease gathering program in the San Joaquin Valley and additional connections
with other California crude oil pipelines. The ability of California producers
to increase production is dependent on the prevailing market price of oil, the
exploration and production budgets of the major and independent oil companies,
the depletion rate of existing reservoirs, the success of new wells drilled,
environmental concerns, regulatory initiatives and other matters beyond the
control of the General Partner. There can be no assurance that production of
crude oil in California will rise to sufficient levels to cause an increase in
the utilization rate of the Partnership's pipelines. In addition, the
Partnership's efforts to increase volumes gathered at the wellhead or the
number of connections with other pipelines may not result in a material
increase in the utilization rate on the Partnership's pipelines. The
Partnership may be unable to execute its strategy of increasing volumes on the
All American Pipeline if additional production in California does not
materialize due to economic, regulatory or other conditions which are beyond
the Partnership's control.
 
 Reduced Demand Could Affect Shipments on the All American Pipeline
 
  The Partnership's business depends in part on demand for crude oil (in
particular, California crude oil) in the geographic areas in which deliveries
are made by the All American Pipeline and on the ability and willingness of
shippers having access to the All American Pipeline to satisfy such demand by
deliveries through the All American Pipeline. Demand for crude oil is
dependent upon the impact of future economic conditions, fuel conservation
measures, alternative fuel requirements, governmental regulation or
technological advances in fuel economy and energy generation devices, all of
which could reduce such demand.
 
 Competition
 
  The All American Pipeline encounters competition from foreign oil imports
and other pipelines that serve the California market and the refining centers
in the Midwest and on the Gulf Coast. A new pipeline connecting the San
Joaquin Valley to refinery markets in the Los Angeles Basin area is currently
under construction by a third party with an anticipated completion date in
1999. The Partnership expects that certain volumes currently transported east
on the All American Pipeline may be redirected to Los Angeles on such
pipeline.
 
  The Partnership faces intense competition in its terminalling and storage
activities and gathering and marketing activities. Its competitors include
other crude oil pipelines, the major integrated oil companies, their marketing
affiliates and independent gatherers, brokers and marketers of widely varying
sizes, financial resources and experience. Some of these competitors have
capital resources many times greater than the Partnership's and control
substantially greater supplies of crude oil. See "Business--Competition."
 
 Dependence of Volumes of Crude Oil For Gathering and Marketing Activities
 
  The Partnership's profitability from its gathering and marketing activities
will depend in large part on the volumes of crude oil it purchases in bulk at
major pipeline terminal points and the amount it gathers at the wellhead. To
maintain its volumes of crude oil purchased, the Partnership must continually
contract for new supplies of crude oil in amounts sufficient to offset volumes
lost because of natural declines in crude oil production from depleting wells
or volumes lost to competitors. Replacement of lost volumes of crude oil is
particularly difficult in an environment where production is low and
competition to gather available production is intense. Generally, because
producers experience inconveniences in switching crude oil purchasers (such as
delays in receipt of proceeds while awaiting the preparation of new division
orders), producers typically do not change purchasers on the basis of minor
variations in price. Thus, the Partnership may experience difficulty
 
                                      30

acquiring crude oil at the wellhead in areas where there are existing
relationships between producers and other gatherers and purchasers of crude
oil.
 
  Sustained low crude oil prices could lead to a decline in drilling activity
and production levels or the shutting-in or abandonment of marginal wells. To
the extent that low crude oil prices result in lower volumes of crude oil
available for purchase at the wellhead, the Partnership may experience lower
margins as competition for available crude oil intensifies. In addition, a
sustained depression in crude oil prices could result in the bankruptcy of
certain producers. Although bankruptcy proceedings are not likely to terminate
production from oil wells, they may disrupt purchasing arrangements and have
other adverse consequences. Alternatively, sustained high crude oil prices can
limit the volume of crude oil purchases by the Partnership if sufficient
credit support for its activities is unavailable.
 
 Certain of the Partnership's Price Risks Are Not Hedged
 
  Generally, as the Partnership purchases crude oil, it establishes a margin
by selling crude oil for physical delivery to third party users, such as
independent refiners or major oil companies, or by entering into a future
delivery obligation with respect to futures contracts on the NYMEX. Through
these transactions, the Partnership seeks to maintain a position that is
substantially balanced between crude oil purchases, on the one hand, and sales
or future delivery obligations, on the other hand. It is the Partnership's
policy not to acquire and hold crude oil, futures contracts or derivative
products for the purpose of speculating on price changes. These price risk
management strategies cannot, however, eliminate all price risks. Any event
that disrupts the Partnership's anticipated physical supplies of crude oil may
expose it to risk of loss resulting from price changes. For example, if the
General Partner inaccurately forecasts the shut-in of production or other
supply interruptions as the result of depressed oil prices, mechanical
interruptions, abrupt production declines or apportionment of pipeline space
on common carrier pipelines, the Partnership might be unable to meet its
supply commitments with the barrels purchased at the wellhead. The Partnership
would be forced to make purchases elsewhere in order to meet its commitments,
and in the event prices change adversely, the Partnership's margins also may
be adversely affected. Moreover, the Partnership will be exposed to some risks
that are not hedged, including certain basis risks (the risk that price
differentials between delivery points, delivery periods or types of crude oil
will change) and price risks on certain portions of its inventory. For
accounting purposes, the Partnership may record losses on a portion of the
unhedged inventory due to market price declines, although such losses would
have no impact on cash flow as long as the Partnership is not forced to
liquidate such inventory.
 
 The Partnership May Not Be Successful in Integrating its Operations
 
  The General Partner acquired the All American Pipeline and the SJV Gathering
System in July 1998 and has operated it since that time. Although most of the
persons responsible for managing and operating the respective crude oil
terminalling and storage activities and gathering and marketing activities and
pipeline operations of the Plains Midstream Subsidiaries and the General
Partner prior to the formation of the Partnership will continue to be
responsible for managing and operating the Partnership's operations after the
offering, there can be no assurance that the Partnership will be able to
successfully integrate the All American Pipeline and the SJV Gathering System
with the Partnership's terminalling and storage activities and gathering and
marketing activities or institute the necessary systems and procedures to
successfully manage the combined enterprise on a profitable basis. The
inability of the Partnership to successfully integrate these operations would
have a material adverse effect on the Partnership's business, financial
condition and results of operations.
 
 Risks of Acquisition Strategy
 
  The Partnership intends to pursue acquisitions as one means of increasing
both the value of the Partnership's Units and its cash flow. The Partnership
cannot predict whether it will be successful in consummating any such
acquisitions or what the consequences of any such acquisitions would be.
Moreover, there can be no assurance that general economic or industry
conditions will be conducive to the Partnership's acquisition strategy, that
the
 
                                      31

Partnership will be able to identify and acquire any such assets or businesses
on economically acceptable terms, that any acquisitions will not be dilutive
to earnings and distributions to Unitholders or that any additional debt
incurred to finance an acquisition will not affect the ability of the
Partnership to make distributions to Unitholders. The Partnership is subject
to certain covenants in its Letter of Credit Facility and Bank Credit
Agreement that might restrict the ability of the Partnership to incur
indebtedness to finance acquisitions. The Partnership currently has no
commitments to acquire any material assets.
 
  The Partnership's acquisition strategy involves numerous risks, including
difficulties inherent in the integration of operations and systems, the
diversion of management's attention from other business concerns and the
potential loss of key employees of acquired businesses. In addition, future
acquisitions also may involve the expenditure of significant funds. Depending
upon the nature, size and timing of future acquisitions, the Partnership may
be required to secure additional financing. There is no assurance that such
additional financing will be available to the Partnership on acceptable terms.
 
 Credit Risks
 
  The Partnership extends credit to customers in the ordinary course of its
gathering and marketing activities. In those cases where the Partnership
provides division order services for crude oil purchased at the wellhead, the
Partnership may be responsible for distribution of proceeds to all parties. In
other cases, the Partnership pays a portion of the production proceeds to an
operator who distributes these proceeds to the various interest owners. These
arrangements expose the Partnership to operator credit risk, and therefore it
must determine that operators have sufficient financial resources to make such
payments and distributions and to indemnify and defend the Partnership in case
of a protest, action or complaint. Even if the Partnership's credit review and
analysis mechanisms work properly, there can be no assurance that the
Partnership will not experience losses in dealings with other parties.
 
 Risk of Environmental and Safety Costs and Liabilities
 
  The operations of the Partnership are subject to federal and state laws and
regulations relating to environmental protection and operational safety.
Although the Partnership believes its operations are in substantial compliance
with applicable environmental and safety regulations, risks of substantial
costs and liabilities are inherent in pipeline, gathering, storage and
terminalling facilities operations, and there can be no assurance that such
costs and liabilities will not be incurred. Moreover, it is possible that
other developments, such as increasingly strict environmental and safety laws,
regulations and enforcement policies thereunder, and claims for damages to
property or persons resulting from the Partnership's operations, could result
in substantial costs and liabilities to the Partnership. If the Partnership
were not able to recover such resulting costs through insurance or increased
tariffs and revenues, cash distributions to Unitholders could be adversely
affected.
 
  The transportation and storage of crude oil results in a risk that crude oil
and other hydrocarbons may be suddenly or gradually released into the
environment, potentially causing substantial expenditures for a response
action, significant government penalties, liability for natural resources
damages to government agencies, personal injury or property damages to private
parties and significant business interruption.
 
  During 1997, the All American Pipeline experienced a leak in a segment of
its pipeline in California which resulted in an estimated 12,000 barrels of
crude oil being released into the soil. Immediate action was taken to repair
the pipeline leak, contain the spill and recover the released crude oil.
Approximately 43% of the volume was recovered and the Partnership has received
conditional approval from the Mojave District Regional Water Quality Board
(the "Water Board") to backfill the affected area and to enable natural
degradation to remedy the remaining volume in place. The Partnership has been
informed by the Water Board that if testing confirms natural degradation is
occurring to the satisfaction of the Water Board, final approval for the
Partnership's remediation plan should be granted. Agency approval or
disapproval is expected in the first quarter of 1999. If the Partnership's
plan is disapproved, a government mandated remediation of the spill could
require more significant expenditures, currently estimated to approximate
$350,000, although no assurance can be given that the actual cost could not
exceed such estimate.

                                      32

  Prior to being acquired by the Partnership's predecessors in 1996, the
Ingleside Terminal experienced releases of refined petroleum products into the
soil and ground water underlying the site due to activities on the property.
The Partnership is undertaking a voluntary state-administered remediation of
the contamination on the property, and to determine whether the contamination
extends outside the property boundaries. Costs associated with the remediation
of the Ingleside Terminal are not expected to exceed $250,000, although there
can be no assurance in that regard.
 
 Dependence on Connections with Other Pipelines
 
  The All American Pipeline is dependent upon its interconnections with other
crude oil pipelines to reach markets in the Midwest and the Gulf Coast.
Reduced throughput on these pipelines as a result of testing, line repair,
reduced operating pressures or other causes could result in reduced throughput
on the All American Pipeline which would adversely affect the Partnership's
profitability.
 
 The Partnership's Activities Will Be Subject to Certain Operational Hazards
and Unforeseen Interruptions
 
  The Partnership's operations are subject to certain operational hazards and
unforeseen interruptions, such as natural disasters, adverse weather,
accidents or other events beyond the General Partner's control. A casualty
occurrence might result in a loss of equipment or life, as well as injury and
extensive property or environmental damage. The Partnership will carry
insurance with respect to some, but not all, casualty occurrences and
disruptions.
 
 The Partnership Will Be Dependent Upon Key Personnel
 
  The Partnership's management group includes certain key employees. The
failure of the Partnership to retain these key employees could adversely
affect its operations.
 
CONFLICTS OF INTEREST AND FIDUCIARY RESPONSIBILITIES
 
  Conflicts of interest exist and may arise as a result of the relationships
between the General Partner and Plains Resources, its sole stockholder, and
its affiliates on the one hand, and the Partnership and its limited partners,
on the other. The directors and officers of the General Partner have fiduciary
duties to manage the General Partner, including its investments in its
subsidiaries and affiliates, in a manner beneficial to Plains Resources. At
the same time, the General Partner has fiduciary duties to manage the
Partnership in a manner beneficial to the Partnership and the Unitholders. The
Partnership Agreement contains certain provisions that allow the General
Partner to take into account the interests of parties in addition to the
Partnership in resolving conflicts of interest, thereby limiting its fiduciary
duty to the Unitholders, as well as provisions that may restrict the remedies
available to Unitholders for actions taken that might, without such
limitations, constitute breaches of fiduciary duty. The duty of the directors
and officers of the General Partner to Plains Resources may, therefore, come
into conflict with the duties of the General Partner to the Partnership and
the Unitholders. Conflicts of interest may arise with respect to the following
matters, among others:
 
    (i) Decisions of the General Partner with respect to the amount and
  timing of asset purchases and sales, cash expenditures, borrowings,
  issuances of additional Units and the creation, reduction or increase of
  reserves in any quarter will affect whether, or the extent to which, there
  is sufficient Available Cash from Operating Surplus to meet the Minimum
  Quarterly Distribution and Target Distribution Levels on all Units in a
  given quarter or in subsequent quarters. In addition, actions by the
  General Partner may have the effect of enabling the General Partner and its
  affiliates to receive distributions on the Subordinated Units or Incentive
  Distributions or hastening the expiration of the Subordination Period or
  the conversion of Subordinated Units into Common Units.
 
    (ii) The Partnership Agreement provides that the General Partner will be
  restricted from engaging in any business activities other than those
  incidental to its ownership of interests in the Partnership. Except as
  provided in the Partnership Agreement and an agreement (the "Omnibus
  Agreement") to be entered into
 
                                      33

  among the Partnership, the Operating Partnership, the General Partner and
  Plains Resources, affiliates of the General Partner will be free to engage
  in any type of business activity whatsoever, including certain activities
  that may be in direct competition with the Partnership. The Omnibus
  Agreement provides that, so long as the General Partner is an affiliate of
  Plains Resources, neither Plains Resources nor any of its affiliates (other
  than the General Partner and the Partnership) (a "Plains Entity") will
  engage in or acquire any business engaged in the following activities (a
  "Restricted Business"): (a) crude oil storage, terminalling and gathering
  activities in the lower 48 states for any party other than a Plains Entity,
  (b) marketing activities, other than marketing activities a Plains Entity
  is permitted to engage in under the Marketing Agreement, and (c)
  transportation of crude oil by pipeline in the lower 48 states for any
  party other than a Plains Entity. Notwithstanding the foregoing, a Plains
  Entity may engage in a Restricted Business if:
 
      (i) The Restricted Business was engaged in by the Plains Entity at
    the closing of this offering.
 
      (ii) The Restricted Business is acquired as part of an acquisition of
    other assets and the value of the assets associated with the Restricted
    Business does not exceed $10 million.
 
      (iii) The Restricted Business is acquired as part of an acquisition
    of other assets and the value of the assets associated with the
    Restricted Business exceeds $10 million and the General Partner (with
    the concurrence of the Conflicts Committee) has elected not to cause
    the Partnership to pursue such opportunity.
 
    Except as provided in the Omnibus Agreement, a Plains Entity will be free
  to engage in any type of business activity whatsoever, including those that
  may be in direct competition with the Partnership. The Omnibus Agreement
  may not be amended without the concurrence of the Conflicts Committee.
 
  The Omnibus Agreement may be terminated by Plains Resources upon a "change
of control" of Plains Resources. A "change of control" will be deemed to occur
upon (i) the acquisition of more than 50% of the outstanding common equity of
Plains Resources by any entity or (ii) the consummation of a merger following
which the holders of Plains Resources' voting securities hold less than 50% of
the voting securities of the surviving entity. Accordingly, in the event of a
"change of control" of Plains Resources, the owner of the General Partner will
not be restricted from engaging in businesses which compete directly with the
Partnership. A sale or transfer of the general partner interest or capital
stock of the General Partner will result in the purchaser or transferee being
bound by the noncompetition provisions of the Omnibus Agreement.
 
  Unless provided for otherwise in a partnership agreement, Delaware law
generally requires a general partner of a Delaware limited partnership to
adhere to fiduciary duty standards under which it owes its limited partners
the highest duties of good faith, fairness and loyalty and which generally
prohibit such general partner from taking any action or engaging in any
transaction as to which it has a conflict of interest. The Partnership
Agreement expressly permits the General Partner to resolve conflicts of
interest between itself or its affiliates, on the one hand, and the
Partnership or the Unitholders, on the other, and to consider, in resolving
such conflicts of interest, the interests of other parties in addition to the
interests of the Unitholders. In addition, the Partnership Agreement provides
that a purchaser of Common Units is deemed to have consented to certain
conflicts of interest and actions of the General Partner and its affiliates
that might otherwise be prohibited, including those described in clauses (i)-
(iii) above, and to have agreed that such conflicts of interest and actions do
not constitute a breach by the General Partner of any duty stated or implied
by law or equity. The General Partner will not be in breach of its obligations
under the Partnership Agreement or its duties to the Partnership or the
Unitholders if the resolution of such conflict is fair and reasonable to the
Partnership. The latitude given in the Partnership Agreement to the General
Partner in resolving conflicts of interest may significantly limit the ability
of a Unitholder to challenge what might otherwise be a breach of fiduciary
duty.
 
  The Partnership Agreement expressly limits the liability of the General
Partner by providing that the General Partner, its affiliates and its officers
and directors will not be liable for monetary damages to the Partnership, the
limited partners or assignees for errors of judgment or for any acts or
omissions if the General Partner and such
 
                                      34

other persons acted in good faith. In addition, the Partnership is required to
indemnify the General Partner, its affiliates and their respective officers,
directors, employees, agents and trustees to the fullest extent permitted by
law against liabilities, costs and expenses incurred by the General Partner or
such other persons, if the General Partner or such persons acted in good faith
and in a manner they reasonably believed to be in, or (in the case of a person
other than a General Partner) not opposed to, the best interests of the
Partnership and, with respect to any criminal proceedings, had no reasonable
cause to believe the conduct was unlawful.
 
  The provisions of Delaware law that allow the common law fiduciary duties of
a general partner to be modified by a partnership agreement have not been
tested in a court of law, and the General Partner has not obtained an opinion
of counsel covering the provisions set forth in the Partnership Agreement that
purport to waive or restrict the fiduciary duties of the General Partner that
would be in effect under common law were it not for the Partnership Agreement.
See "Conflicts of Interest and Fiduciary Responsibilities--Conflicts of
Interest."
 
TAX RISKS
 
  For a general discussion of the expected federal income tax consequences of
owning and disposing of Common Units, see "Tax Considerations."
 
 Tax Treatment is Dependent on Partnership Status
 
  The availability to a holder of Common Units of the federal income tax
benefits of an investment in the Partnership depends on the classification of
the Partnership as a partnership for federal income tax purposes. Assuming the
accuracy of certain factual matters as to which the General Partner and the
Partnership have made representations, Counsel is of the opinion that, under
current law, the Partnership will be classified as a partnership for federal
income tax purposes. The IRS has made no determination with respect to
classification of the Partnership as a partnership for federal income tax
purposes. Instead, the Partnership intends to rely on such opinion of Counsel
(which is not binding on the IRS). Based upon the representations of the
Partnership and the General Partner and a review of the applicable legal
authorities, Counsel is of the opinion that at least 90% of the Partnership's
gross income will constitute "qualifying income." Whether the Partnership will
continue to be classified as a partnership in part depends, therefore, on the
Partnership's ability to meet this qualifying income test in the future. See
"Tax Considerations--Partnership Status."
 
  If the Partnership were classified as an association taxable as a
corporation for federal income tax purposes, the Partnership would pay tax on
its income at corporate rates (currently a 35% federal rate), distributions
would generally be taxed again to the Unitholders as corporate distributions,
and no income, gains, losses or deductions would flow through to the
Unitholders. Because a tax would be imposed upon the Partnership as an entity,
the cash available for distribution to the holders of Common Units would be
substantially reduced. Treatment of the Partnership as an association taxable
as a corporation or otherwise as a taxable entity would result in a material
reduction in the anticipated cash flow and after-tax return to the holders of
Common Units and thus would likely result in a substantial reduction in the
value of the Common Units. See "Tax Considerations--Partnership Status."
 
  There can be no assurance that the law will not be changed so as to cause
the Partnership to be treated as an association taxable as a corporation for
federal income tax purposes or otherwise to be subject to entity-level
taxation. The Partnership Agreement provides that, if a law is enacted or
existing law is modified or interpreted in a manner that subjects the
Partnership to taxation as a corporation or otherwise subjects the Partnership
to entity-level taxation for federal, state or local income tax purposes,
certain provisions of the Partnership Agreement will be subject to change,
including a decrease in the Minimum Quarterly Distribution and the Target
Distribution Levels to reflect the impact of such law on the Partnership. See
"Cash Distribution Policy--Adjustment of Minimum Quarterly Distribution and
Target Distribution Levels."

                                      35

 No IRS Ruling With Respect to Tax Consequences
 
  No ruling has been requested from the IRS with respect to classification of
the Partnership as a partnership for federal income tax purposes or any other
matter affecting the Partnership. Accordingly, the IRS may adopt positions
that differ from Counsel's conclusions expressed herein. It may be necessary
to resort to administrative or court proceedings in an effort to sustain some
or all of Counsel's conclusions, and some or all of such conclusions
ultimately may not be sustained. Any such contest with the IRS may materially
and adversely impact the market for the Common Units and the price at which
the Common Units trade. In addition, the costs of any contest with the IRS
will be borne directly or indirectly by some or all of the Unitholders and the
General Partner.
 
 Tax Liability Exceeding Cash Distributions
 
  A Unitholder will be required to pay federal income taxes and, in certain
cases, state and local income taxes on his allocable share of the
Partnership's income, whether or not he receives cash distributions from the
Partnership. There is no assurance that a Unitholder will receive cash
distributions equal to his allocable share of taxable income from the
Partnership or even the tax liability to him resulting from that income.
Further, a holder of Common Units may incur a tax liability, in excess of the
amount of cash received, upon the sale of his Common Units. See "Tax
Considerations--Tax Consequences of Unit Ownership" and "--Disposition of
Common Units."
 
 Tax Gain or Loss On Disposition of Common Units
 
  A Unitholder who sells Common Units will recognize gain or loss equal to the
difference between the amount realized and his adjusted tax basis in such
Common Units. Thus, prior Partnership distributions in excess of cumulative
net taxable income in respect of a Common Unit which decreased a Unitholder's
tax basis in such Common Unit will, in effect, become taxable income if the
Common Unit is sold at a price greater than the Unitholder's tax basis in such
Common Units, even if the price is less than his original cost. A portion of
the amount realized (whether or not representing gain) may be ordinary income.
Furthermore, should the IRS successfully contest certain conventions to be
used by the Partnership, a Unitholder could realize more gain on the sale of
Units than would be the case under such conventions without the benefit of
decreased income in prior years.
 
 Ownership of Common Units by Tax-Exempt Organizations and Certain Other
Investors
 
  Investment in Common Units by certain tax-exempt entities, regulated
investment companies (mutual funds) and foreign persons raises issues unique
to such persons. For example, virtually all of the taxable income derived by
most organizations exempt from federal income tax (including IRAs and other
retirement plans) from the ownership of a Common Unit will be unrelated
business taxable income and thus will be taxable to such a Unitholder. Very
little of the partnership's income will be qualifying income to a regulated
investment company. Distributions to foreign persons will be subject to
withholding. See "Tax Considerations--Tax-Exempt Organizations and Certain
Other Investors."
 
 Limitations on Deductibility of Losses
 
  In the case of taxpayers subject to the passive loss rules (generally,
individuals and closely held corporations), any losses generated by the
Partnership will generally only be available to offset future income generated
by the Partnership and cannot be used to offset income from other activities,
including other passive activities or investments. Passive losses which are
not deductible because they exceed the Unitholder's income generated by the
Partnership may be deducted in full when the Unitholder disposes of his entire
investment in the Partnership in a fully taxable transaction to an unrelated
party. Net passive income from the Partnership may be offset by unused
Partnership losses carried over from prior years, but not by losses from other
passive activities, including losses from other publicly traded partnerships.
See "Tax Considerations--Tax Consequences of Unit Ownership--Limitations on
Deductibility of Partnership Losses."
 
                                      36

 Tax Shelter Registration; Potential IRS Audit
 
  The General Partner has applied to register the Partnership as a "tax
shelter" with the Secretary of the Treasury. No assurance can be given that
the Partnership will not be audited by the IRS or that tax adjustments will
not be made. The rights of a Unitholder owning less than a 1% interest in the
Partnership to participate in the income tax audit process are very limited.
Further, any adjustments in the Partnership's tax returns will lead to
adjustments in the Unitholders' tax returns and may lead to audits of
Unitholders' tax returns and adjustments of items unrelated to the
Partnership. Each Unitholder would bear the cost of any expenses incurred in
connection with an examination of such Unitholder's personal tax return.
 
 Possible Loss of Tax Benefits Relating to Non-uniformity of Common Units and
 Nonconforming Depreciation Conventions
 
  Because the Partnership cannot match transferors and transferees of Common
Units, uniformity of the economic and tax characteristics of the Common Units
to a purchaser of Common Units must be maintained. To maintain uniformity and
for other reasons, the Partnership will adopt certain depreciation and
amortization conventions that do not conform with all aspects of certain
proposed and final Treasury regulations. A successful challenge to those
conventions by the IRS could adversely affect the amount of tax benefits
available to a purchaser of Common Units or could affect the timing of such
tax benefits or the amount of gain from the sale of Common Units and could
have a negative impact on the value of the Common Units or result in audit
adjustments to the tax returns of Unitholders. See "Tax Considerations--
Uniformity of Units."
 
 State, Local and Other Tax Considerations
 
  In addition to federal income taxes, Unitholders will likely be subject to
other taxes, such as state and local taxes, unincorporated business taxes and
estate, inheritance or intangible taxes that are imposed by the various
jurisdictions in which the Partnership does business or owns property. A
Unitholder will likely be required to file state and local income tax returns
and pay state and local income taxes in some or all of the various
jurisdictions in which the Partnership does business or owns property and may
be subject to penalties for failure to comply with those requirements. The
Partnership will initially own property and conduct business in Arizona,
California, Oklahoma, Kansas, New Mexico, Illinois, Texas, Louisiana, Alabama,
Mississippi and Florida. Of those, only Texas and Florida do not currently
impose a personal income tax. It is the responsibility of each Unitholder to
file all U.S. federal, state and local tax returns that may be required of
such Unitholder. Counsel has not rendered an opinion on the state or local tax
consequences of an investment in the Partnership. See "Tax Considerations--
State, Local and Other Tax Considerations."
 
 Reporting of Partnership Tax Information and Risk of Audits
 
  The Partnership will furnish each holder of Common Units with a Schedule K-1
that sets forth his share of Partnership income, gains, losses and deductions.
In preparing these schedules, the Partnership will use various accounting and
reporting conventions and adopt various depreciation and amortization methods.
There is no assurance that these schedules will yield a result that conforms
to statutory or regulatory requirements or to administrative pronouncements of
the IRS. Further, the Partnership's tax return may be audited, and any such
audit could result in an audit of a Unitholder's individual tax return as well
as increased liabilities for taxes because of adjustments resulting from the
audit.
 
                                      37

                               THE TRANSACTIONS
 
  Concurrently with the closing of this offering, the Plains Midstream
Subsidiaries will be merged into Plains Resources, which will convey the
assets of the Plains Midstream Subsidiaries to the Partnership in exchange for
cash, the assumption of related indebtedness and Units. The General Partner
will convey all of its interests in the All American Pipeline and the SJV
Gathering System to the Partnership in exchange for Units. Following these
conveyances, the General Partner and its affiliates will hold, in the
aggregate, 6,817,391 Common Units, 9,800,000 Subordinated Units and the right
to receive Incentive Distributions. In addition, the Operating Partnership
will assume approximately $49.0 million in debt from Plains Resources
associated with the operations of the Plains Midstream Subsidiaries and
approximately $175.0 million in debt from the General Partner incurred in
connection with the purchase of the All American Pipeline and the SJV
Gathering System.
 
  The net proceeds to the Partnership from the sale of Common Units offered
hereby is expected to be approximately $245.0 million (after deducting
underwriting discounts and commissions but before deducting expenses incurred
in connection with this offering). The Partnership will contribute
approximately $70.1 million of such proceeds to the Operating Partnership,
which will use such funds to purchase certain assets from Plains Resources for
approximately $35.0 million, to retire approximately $31.1 million of the
indebtedness assumed from the Plains Midstream Subsidiaries and to pay
approximately $4 million in expenses incurred in connection with the
Transactions. The Partnership will distribute the balance of such proceeds,
approximately $174.9 million, to the General Partner.
 
  The General Partner will use $125 million of the cash distributed to it to
retire the remaining indebtedness incurred in connection with the acquisition
of the All American Pipeline and the SJV Gathering System and the balance
($49.9 million) will be distributed or loaned to Plains Resources which will
use the cash to repay indebtedness and for other general corporate purposes.
 
  In addition, concurrently with the closing of this offering, the Operating
Partnership will enter into the $225 million Bank Credit Agreement that will
include the $175 million Term Loan Facility and the $50 million Revolving
Credit Facility. The Partnership may borrow up to $50 million under the
Revolving Credit Facility for acquisitions, capital improvements and working
capital purposes. At closing, the Operating Partnership will have $175 million
outstanding under the Term Loan Facility, representing indebtedness assumed
from the General Partner.
 
  The Partnership will use the net proceeds from any exercise of the
Underwriters' over-allotment option to redeem Common Units from the General
Partner or its affiliates, on a pro rata basis, equal to the number of Common
Units issued upon the exercise of such option.
 
                                      38

                                USE OF PROCEEDS
 
  The net proceeds to the Partnership from the sale of Common Units offered
hereby will be approximately $245.0 million, after deducting underwriting
discounts and commissions but before deducting expenses incurred in connection
with this offering. The net proceeds of this offering will be applied to (i)
purchase certain of the Plains Midstream Subsidiaries' assets from Plains
Resources for $35.0 million, (ii) repay approximately $31.1 million of
indebtedness assumed from Plains Resources, (iii) pay approximately $4.0
million of expenses of the Transactions and (iv) make a distribution of
approximately $174.9 million to the General Partner.
 
  The indebtedness to be repaid consists of approximately $31.1 million,
including interest, owed by the Plains Midstream Subsidiaries to Plains
Resources and affiliated entities. Such amounts are due in July 1999 and bear
interest at 10 1/4%. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--The Partnership--Capital Resources,
Liquidity and Financial Condition."
 
  The Partnership will use the net proceeds from any exercise of the
Underwriters' over-allotment option to redeem Common Units from the General
Partner or its affiliates, on a pro rata basis, equal to the number of Common
Units issued upon the exercise of such option.

                                      39

                                CAPITALIZATION
 
  The following table sets forth (i) the pro forma combined capitalization of
the General Partner and the Plains Midstream Subsidiaries as of June 30, 1998,
(ii) the pro forma adjustments required to reflect the Transactions, including
the sale of the Common Units offered hereby and the application of the net
proceeds therefrom as described in "Use of Proceeds," and (iii) the pro forma
capitalization of the Partnership as of June 30, 1998. The table is derived
from, should be read in conjunction with, and is qualified in its entirety by
reference to the historical and pro forma financial statements and notes
thereto included elsewhere in this Prospectus.

                                                  AS OF JUNE 30, 1998
                                          ------------------------------------
                                                                        PRO
                                           PRO FORMA   TRANSACTION   FORMA, AS
                                          COMBINED(1) ADJUSTMENTS(2) ADJUSTED
                                          ----------- -------------- ---------
                                                      (UNAUDITED)
                                                     (IN THOUSANDS)
                                                            
Long-term debt:
  Bank Credit Agreement(3)...............  $300,000     $(125,000)   $ 175,000
  Long-term debt due to affiliates.......    31,143       (31,143)          --
                                           --------     ---------    ---------
    Total Long-term debt.................   331,143      (156,143)     175,000
                                           --------     ---------    ---------
Stockholders' equity.....................   123,148      (123,148)          --
Partners' capital:
  Common Unitholders(4)..................        --       318,773      318,773
  Subordinated Unitholders...............        --       111,770      111,770
  General Partner........................        --      (168,058)    (168,058)
                                           --------     ---------    ---------
    Total stockholders' equity/partners'
     capital.............................   123,148       139,337      262,485
                                           --------     ---------    ---------
    Total capitalization.................  $454,291     $ (16,806)   $ 437,485
                                           ========     =========    =========

- --------
(1) Pro forma for the acquisition of the All American Pipeline and the SJV
    Gathering System was consummated as of June 30, 1998.
(2) See Notes to Pro Forma Condensed Consolidated Financial Statements of
    Plains All American Pipeline, L.P. for a discussion of the pro forma
    adjustments.
(3) In connection with the Transactions, the Operating Partnership will assume
    $175 million of the $300 million of indebtedness incurred by the General
    Partner in conjunction with the acquisition of the All American Pipeline
    and the SJV Gathering System. The Bank Credit Agreement is an amendment
    and restatement of the bank credit agreement pursuant to which such
    acquisition was financed.
(4) Includes Common Units offered hereby, as well as Common Units retained by
    the General Partner and its affiliates.
 
                                      40

                                   DILUTION
 
  On a pro forma basis as of June 30, 1998 after giving effect to the
Transactions, the net tangible book value was $   million or $   per Common
Unit (assuming an initial public offering price of $   per Common Unit).
Purchasers of Common Units in this offering will experience substantial and
immediate dilution in net tangible book value per Common Unit for financial
accounting purposes, as illustrated in the following table:

                                                                  
Assumed initial public offering price per Common Unit........           $
Net tangible book value per Common Unit before the Offering
 (1)(2)......................................................  $
Increase in net tangible book value per Common Unit
 attributable to new investors...............................
                                                               --------
Less: Pro forma net tangible book value per Common Unit after
 the Offering (1)(3).........................................
                                                                        --------
Immediate dilution in net tangible book value per Common Unit
 to new investors............................................           $
                                                                        ========

- --------
(1) Determined by dividing the number of Units (6,817,391 Common Units and
    9,800,000 Subordinated Units and the 2% general partner interest having
    dilutive effect equivalent to 600,000 Units) to be issued to the General
    Partner for its contribution of assets and liabilities to the Partnership
    into the net tangible book value of the contributed assets and
    liabilities.
(2) The net tangible book value does not include intangible assets contributed
    to the Partnership with a book value of $    million ($    per Unit).
(3) Determined by dividing the total number of Units (6,817,391 Common Units,
    9,800,000 Subordinated Units and the 2% general partner interest having
    dilutive effect equivalent to 600,000 Units) to be outstanding after the
    offering made hereby into the pro forma net tangible book value of the
    Partnership, after giving effect to the application of the net proceeds of
    this offering.
 
  The following table sets forth the number of Units that will be issued by
the Partnership and the total consideration to the Partnership contributed by
the General Partner and its affiliates in respect of their Units and by the
purchasers of Common Units in this offering upon the consummation of the
Transactions:

                                                                      TOTAL
                                                UNITS ACQUIRED    CONSIDERATION
                                              ------------------ ---------------
                                                NUMBER   PERCENT NUMBER  PERCENT
                                              ---------- ------- ------- -------
                                                             
General Partner and its affiliates(1)(2)..... 17,217,391  57.4%  $            %
New Investors................................ 12,782,609  42.6
                                              ----------  ----   -------   ---
  Total...................................... 30,000,000   100%            100%
                                              ==========  ====   =======   ===

- --------
(1) Upon the consummation of the Transactions, the General Partner and its
    affiliates will own an aggregate of 6,817,391 Common Units and 9,800,000
    Subordinated Units and a 2% general partner interest in the Partnership
    having a dilutive effect equivalent to 600,000 Units.
(2) Total consideration for the General Partner and its affiliates represents
    the book value at June 30, 1998 of the net assets and liabilities
    contributed to the General Partner. These assets and liabilities will be
    recorded at historical costs rather than fair value by the Partnership in
    accordance with generally accepted accounting principles. These assets
    include $   million of intangible assets.
 
                                      41

                           CASH DISTRIBUTION POLICY
 
GENERAL
 
  The Partnership will distribute to its partners, on a quarterly basis, all
of its Available Cash in the manner described herein. Available Cash is
defined in the Glossary and generally means, with respect to any quarter of
the Partnership, all cash on hand at the end of such quarter less the amount
of cash reserves that is necessary or appropriate in the reasonable discretion
of the General Partner to (i) provide for the proper conduct of the
Partnership's business, (ii) comply with applicable law or any Partnership
debt instrument or other agreement, or (iii) provide funds for distributions
to Unitholders and the General Partner in respect of any one or more of the
next four quarters.
 
  Cash distributions will be characterized as distributions from either
Operating Surplus or Capital Surplus. This distinction affects the amounts
distributed to Unitholders relative to the General Partner, and under certain
circumstances it determines whether holders of Subordinated Units receive any
distributions. See "--Quarterly Distributions of Available Cash."
 
  Operating Surplus is defined in the Glossary and refers generally to (i) the
cash balance of the Partnership on the date the Partnership commences
operations, plus $25 million, plus all cash receipts of the Partnership from
its operations since the closing of the Transactions (excluding cash
constituting Capital Surplus), less (ii) all Partnership operating expenses,
debt service payments (including reserves therefor but not including payments
required in connection with the sale of assets or any refinancing with the
proceeds of new indebtedness or an equity offering), maintenance capital
expenditures and reserves established for future Partnership operations, in
each case since the closing of the Transactions.
 
  Capital Surplus is also defined in the Glossary and will generally be
generated only by borrowings (other than for working capital purposes), sales
of debt and equity securities and sales or other dispositions of assets for
cash (other than inventory, accounts receivable and other assets all as
disposed of in the ordinary course of business).
 
  To avoid the difficulty of trying to determine whether Available Cash
distributed by the Partnership is from Operating Surplus or from Capital
Surplus, all Available Cash distributed by the Partnership from any source
will be treated as distributed from Operating Surplus until the sum of all
Available Cash distributed since the commencement of the Partnership equals
the Operating Surplus as of the end of the quarter prior to such distribution.
Any Available Cash in excess of such amount (irrespective of its source) will
be deemed to be from Capital Surplus and distributed accordingly.
 
  If Available Cash from Capital Surplus is distributed in respect of each
Common Unit in an aggregate amount per Common Unit equal to the initial public
offering price of the Common Units (the "Initial Unit Price"), plus any Common
Unit Arrearages, the distinction between Operating Surplus and Capital Surplus
will cease, and all distributions of Available Cash will be treated as if they
were from Operating Surplus. The Partnership does not anticipate that there
will be significant distributions from Capital Surplus.
 
  The Subordinated Units are a separate class of interests in the Partnership,
and the rights of holders of such interests to participate in distributions to
partners differ from the rights of the holders of Common Units. For any given
quarter, any Available Cash will be distributed to the General Partner and to
the holders of Common Units, and may also be distributed to the holders of
Subordinated Units depending upon the amount of Available Cash for the
quarter, the amount of Common Unit Arrearages, if any, and other factors
discussed below.
 
  The Incentive Distributions represent the right to receive an increasing
percentage of quarterly distributions of Available Cash from Operating Surplus
after the Minimum Quarterly Distribution and the Target Distribution Levels
have been achieved. The Target Distribution Levels are based on the amounts of
Available Cash from Operating Surplus distributed in excess of the payments
made with respect to the Minimum Quarterly Distribution and Common Unit
Arrearages, if any, and the related 2% distribution to the General Partner.
 
                                      42

  Subject to the limitations described under "The Partnership Agreement--
Issuance of Additional Securities," the Partnership has the authority to issue
additional Common Units or other equity securities of the Partnership for such
consideration and on such terms and conditions as are established by the
General Partner in its sole discretion and without the approval of the
Unitholders. It is possible that the Partnership will fund acquisitions
through the issuance of additional Common Units or other equity securities of
the Partnership. Holders of any additional Common Units issued by the
Partnership will be entitled to share equally with the then-existing holders
of Common Units in distributions of Available Cash by the Partnership. In
addition, the issuance of additional Partnership Interests may dilute the
value of the interests of the then-existing holders of Common Units in the net
assets of the Partnership. The General Partner will be required to make an
additional capital contribution to the Partnership or the Operating
Partnership (other than in connection with the exercise of the over-allotment
option) in connection with the issuance of additional Partnership Interests.
 
  The discussion in the sections below indicates the percentages of cash
distributions required to be made to the General Partner and the holders of
Common Units and the circumstances under which holders of Subordinated Units
are entitled to cash distributions and the amounts thereof. For a discussion
of Available Cash from Operating Surplus available for distributions with
respect to the Common Units on a pro forma basis, see "Cash Available for
Distribution."
 
QUARTERLY DISTRIBUTIONS OF AVAILABLE CASH
 
  The Partnership will make distributions to its partners with respect to each
quarter of the Partnership prior to its liquidation in an amount equal to 100%
of its Available Cash for such quarter. The Partnership expects to make
distributions of all Available Cash within approximately 45 days after the end
of each quarter, commencing with the quarter ending December 31, 1998, to
holders of record on the applicable record date. The Minimum Quarterly
Distribution and the Target Distribution Levels for the period from the
closing of this offering through December 31, 1998 will be adjusted downward
based on the actual length of such period. The Minimum Quarterly Distribution
and the Target Distribution Levels are also subject to certain other
adjustments as described below under "--Distributions from Capital Surplus"
and "--Adjustment of Minimum Quarterly Distribution and Target Distribution
Levels."
 
  With respect to each quarter during the Subordination Period, to the extent
there is sufficient Available Cash, the holders of Common Units will have the
right to receive the Minimum Quarterly Distribution, plus any Common Unit
Arrearages, prior to any distribution of Available Cash to the holders of
Subordinated Units. This subordination feature will enhance the Partnership's
ability to distribute the Minimum Quarterly Distribution on the Common Units
during the Subordination Period. There is no guarantee, however, that the
Minimum Quarterly Distribution will be made on the Common Units. Upon
expiration of the Subordination Period, all Subordinated Units will be
converted on a one-for-one basis into Common Units and will participate pro
rata with all other Common Units in future distributions of Available Cash.
Under certain circumstances, up to 50% of the Subordinated Units may convert
into Common Units prior to the expiration of the Subordination Period. Common
Units will not accrue arrearages with respect to distributions for any quarter
after the Subordination Period and Subordinated Units will not accrue any
arrearages with respect to distributions for any quarter.
 
DISTRIBUTIONS FROM OPERATING SURPLUS DURING SUBORDINATION PERIOD
 
  The Subordination Period will generally extend from the closing of this
offering until the first day of any quarter beginning after December 31, 2003
in respect of which (i) distributions of Available Cash from Operating Surplus
on the Common Units and the Subordinated Units with respect to each of the
three consecutive four-quarter periods immediately preceding such date equaled
or exceeded the sum of the Minimum Quarterly Distribution on all of the
outstanding Common Units and Subordinated Units during such periods, (ii) the
Adjusted Operating Surplus generated during each of the three consecutive
four-quarter periods immediately preceding such date equaled or exceeded the
sum of the Minimum Quarterly Distribution on all of the Common Units and
Subordinated Units that were outstanding on a fully diluted basis and the
related distribution on the
 
                                      43

general partner interests in the Partnership and the Operating Partnership
during such periods, and (iii) there are no outstanding Common Unit
Arrearages.
 
  Prior to the end of the Subordination Period, a portion of the Subordinated
Units will convert into Common Units on a one-for-one basis on the first day
after the record date established for the distribution in respect of any
quarter ending on or after (a) December 31, 2001 with respect to one-quarter
of the Subordinated Units (2,450,000 Subordinated Units) and (b) December 31,
2002 with respect to one-quarter of the Subordinated Units (2,450,000
Subordinated Units) in respect of which (i) distributions of Available Cash
from Operating Surplus on the Common Units and the Subordinated Units with
respect to each of the three consecutive four-quarter periods immediately
preceding such date equaled or exceeded the sum of the Minimum Quarterly
Distribution on all of the outstanding Common Units and Subordinated Units
during such periods, (ii) the Adjusted Operating Surplus generated during each
of the three consecutive four-quarter periods immediately preceding such date
equaled or exceeded the sum of the Minimum Quarterly Distribution on all of
the Common Units and Subordinated Units that were outstanding on a fully
diluted basis and the related distribution on the general partner interests in
the Partnership during such periods, and (iii) there are no outstanding Common
Unit Arrearages; provided, however, that the early conversion of the second
one-quarter of Subordinated Units may not occur until at least one year
following the early conversion of the first one-quarter of Subordinated Units.
 
  Upon expiration of the Subordination Period, all remaining Subordinated
Units will convert into Common Units on a one-for-one basis and will
thereafter participate, pro rata, with the other Common Units in distributions
of Available Cash. In addition, if the General Partner is removed as general
partner of the Partnership under circumstances where Cause does not exist and
Units held by the General Partner and its affiliates are not voted in favor of
such removal, (i) the Subordination Period will end and all outstanding
Subordinated Units will immediately convert into Common Units on a one-for-one
basis, (ii) any existing Common Unit Arrearages will be extinguished and (iii)
the General Partner will have the right to convert its general partner
interests (and the right to receive Incentive Distributions) into Common Units
or to receive cash in exchange for such interests.
 
  "Adjusted Operating Surplus" for any period generally means Operating
Surplus generated during such period, less (a) any net increase in working
capital borrowings during such period and (b) any net reduction in cash
reserves for Operating Expenditures during such period not relating to an
Operating Expenditure made during such period; and plus (x) any net decrease
in working capital borrowings during such period and (y) any net increase in
cash reserves for Operating Expenditures during such period required by any
debt instrument for the repayment of principal, interest or premium. Operating
Surplus generated during a period is equal to the difference between (i) the
Operating Surplus determined at the end of such period and (ii) the Operating
Surplus determined at the beginning of such period.
 
  Distributions by the Partnership of Available Cash from Operating Surplus
with respect to any quarter during the Subordination Period will be made in
the following manner:
 
    First, 98% to the Common Unitholders, pro rata, and 2% to the General
  Partner, until there has been distributed in respect of each outstanding
  Common Unit an amount equal to the Minimum Quarterly Distribution for such
  quarter;
 
    Second, 98% to the Common Unitholders, pro rata, and 2% to the General
  Partner, until there has been distributed in respect of each outstanding
  Common Unit an amount equal to any Common Unit Arrearages accrued and
  unpaid with respect to any prior quarters during the Subordination Period;
 
    Third, 98% to the Subordinated Unitholders, pro rata, and 2% to the
  General Partner, until there has been distributed in respect of each
  outstanding Subordinated Unit an amount equal to the Minimum Quarterly
  Distribution for such quarter; and
 
    Thereafter, in the manner described in "--Incentive Distributions--
  Hypothetical Annualized Yield" below.

                                      44

  The above references to the 2% of Available Cash from Operating Surplus
distributed to the General Partner are references to the amount of the
percentage interest in distributions from the Partnership and the Operating
Partnership of the General Partner on a combined basis (exclusive of its or
any of its affiliates' interest as holders of the Units). The General Partner
will own a 1% general partner interest in the Partnership and a 1.0101%
general partner interest in the Operating Partnership. With respect to any
Common Unit, the term "Common Unit Arrearages" refers to the amount by which
the Minimum Quarterly Distribution in any quarter during the Subordination
Period exceeds the distribution of Available Cash from Operating Surplus
actually made for such quarter on a Common Unit issued in this offering,
cumulative for such quarter and all prior quarters during the Subordination
Period. Common Unit Arrearages will not accrue interest.
 
DISTRIBUTIONS FROM OPERATING SURPLUS AFTER SUBORDINATION PERIOD
 
  Distributions by the Partnership of Available Cash from Operating Surplus
with respect to any quarter after the Subordination Period will be made in the
following manner:
 
    First, 98% to all Unitholders, pro rata, and 2% to the General Partner,
  until there has been distributed in respect of each Unit an amount equal to
  the Minimum Quarterly Distribution for such quarter; and
 
    Thereafter, in the manner described in "--Incentive Distributions--
  Hypothetical Annualized Yield" below.
 
INCENTIVE DISTRIBUTIONS--HYPOTHETICAL ANNUALIZED YIELD
 
  For any quarter for which Available Cash from Operating Surplus is
distributed to the Common and Subordinated Unitholders in an amount equal to
the Minimum Quarterly Distribution on all Units and to the Common Unitholders
in an amount equal to any unpaid Common Unit Arrearages, then any additional
Available Cash from Operating Surplus in respect of such quarter will be
distributed among the Unitholders and the General Partner in the following
manner:
 
    First, 85% to all Unitholders, pro rata, and 15% to the General Partner,
  until the Unitholders have received (in addition to any distributions to
  Common Unitholders to eliminate Common Unit Arrearages) a total of $0.495
  for such quarter in respect of each outstanding Unit (the "First Target
  Distribution");
 
    Second, 75% to all Unitholders, pro rata, and 25% to the General Partner,
  until the Unitholders have received (in addition to any distributions to
  Common Unitholders to eliminate Common Unit Arrearages) a total of $0.675
  for such quarter in respect of each outstanding Unit (the "Second Target
  Distribution"); and
 
    Thereafter, 50% to all Unitholders, pro rata, and 50% to the General
  Partner.
 
The distributions to the General Partner set forth above (other than in its
capacity as holders of Units) that are in excess of its aggregate 2% general
partner interest represent the Incentive Distributions. The right to receive
Incentive Distributions is not part of the general partner interest and may be
transferred separately from such interests, subject to certain restrictions.
See "The Partnership Agreement--Transfer of General Partner Interest and
Incentive Distribution Rights."
 
                                      45

  The following table illustrates the percentage allocation of the additional
Available Cash from Operating Surplus between the Unitholders and the General
Partner up to the various Target Distribution Levels and a hypothetical
annualized percentage yield to be realized by a Unitholder at each Target
Distribution Level. For purposes of the following table, the annualized
percentage yield is calculated on a pretax basis assuming that (i) the Common
Unit was purchased at an amount equal to the initial public offering price of
$   per Common Unit and (ii) the Partnership distributed each quarter during
the first year following the investment the amount set forth under the column
"Total Quarterly Distribution Target Amount." The calculations are also based
on the assumption that the quarterly distribution amounts shown do not include
any Common Unit Arrearages. The amounts set forth under "Marginal Percentage
Interest in Distributions" are the percentage interests of the General Partner
and the Unitholders in any Available Cash from Operating Surplus distributed
up to and including the corresponding amount in the column "Total Quarterly
Distribution Target Amount," until Available Cash distributed reaches the next
Target Distribution Level, if any. The percentage interests shown for the
Unitholders and the General Partner for the Minimum Quarterly Distribution are
also applicable to quarterly distribution amounts that are less than the
Minimum Quarterly Distribution.

                                                            MARGINAL PERCENTAGE
                                     TOTAL                      INTEREST IN
                                   QUARTERLY                   DISTRIBUTIONS
                                  DISTRIBUTION HYPOTHETICAL -------------------
                                     TARGET     ANNUALIZED              GENERAL
                                     AMOUNT       YIELD     UNITHOLDERS PARTNER
                                  ------------ ------------ ----------- -------
                                                            
      Minimum Quarterly
       Distribution.............        $0.450          %        98%        2%
      First Target Distribution.        $0.495          %        85%       15%
      Second Target
       Distribution.............        $0.675          %        75%       25%
      Thereafter................  above $0.675   above  %        50%       50%

DISTRIBUTIONS FROM CAPITAL SURPLUS
 
  Distributions by the Partnership of Available Cash from Capital Surplus will
be made in the following manner:
 
    First, 98% to all Unitholders, pro rata, and 2% to the General Partner,
  until the Partnership has distributed, in respect of each outstanding
  Common Unit issued in this offering, Available Cash from Capital Surplus in
  an aggregate amount per Common Unit equal to the Initial Unit Price;
 
    Second, 98% to the holders of Common Units, pro rata, and 2% to the
  General Partner, until the Partnership has distributed, in respect of each
  outstanding Common Unit, Available Cash from Capital Surplus in an
  aggregate amount equal to any unpaid Common Unit Arrearages with respect to
  such Common Unit; and
 
    Thereafter, all distributions of Available Cash from Capital Surplus will
  be distributed as if they were from Operating Surplus.
 
  As a distribution of Available Cash from Capital Surplus is made, it is
treated as if it were a repayment of the Initial Unit Price. To reflect such
repayment, the Minimum Quarterly Distribution and the Target Distribution
Levels will be adjusted downward by multiplying each such amount by a
fraction, the numerator of which is the Unrecovered Capital of the Common
Units immediately after giving effect to such repayment and the denominator of
which is the Unrecovered Capital of the Common Units immediately prior to such
repayment. This adjustment to the Minimum Quarterly Distribution may make it
more likely that Subordinated Units will be converted into Common Units
(whether pursuant to the termination of the Subordination Period or to the
provisions permitting early conversion of some Subordinated Units) and may
accelerate the dates at which such conversions occur.
 
  When "payback" of the Initial Unit Price has occurred, i.e., when the
Unrecovered Capital of the Common Units is zero (and any accrued Common Unit
Arrearages have been paid), then in effect the Minimum Quarterly Distribution
and each of the Target Distribution Levels will have been reduced to zero for
subsequent quarters.
 
                                      46

Thereafter, all distributions of Available Cash from all sources will be
treated as if they were from Operating Surplus. Because the Minimum Quarterly
Distribution and the Target Distribution Levels will have been reduced to
zero, the General Partner will be entitled thereafter to receive 50% of all
distributions of Available Cash in its capacities as General Partner and as
holder of the Incentive Distribution Rights (in addition to any distributions
to which they may be entitled as holders of Units).
 
  Distributions of Available Cash from Capital Surplus will not reduce the
Minimum Quarterly Distribution or Target Distribution Levels for the quarter
with respect to which they are distributed.
 
ADJUSTMENT OF MINIMUM QUARTERLY DISTRIBUTION AND TARGET DISTRIBUTION LEVELS
 
  In addition to reductions of the Minimum Quarterly Distribution and Target
Distribution Levels made upon a distribution of Available Cash from Capital
Surplus, the Minimum Quarterly Distribution, the Target Distribution Levels,
the Unrecovered Capital, the number of additional Common Units issuable during
the Subordination Period without a Unitholder vote, the number of Common Units
issuable upon conversion of the Subordinated Units and other amounts
calculated on a per Unit basis will be proportionately adjusted upward or
downward, as appropriate, in the event of any combination or subdivision of
Common Units (whether effected by a distribution payable in Common Units or
otherwise), but not by reason of the issuance of additional Common Units for
cash or property. For example, in the event of a two-for-one split of the
Common Units (assuming no prior adjustments), the Minimum Quarterly
Distribution, each of the Target Distribution Levels and the Unrecovered
Capital of the Common Units would each be reduced to 50% of its initial level.
 
  The Minimum Quarterly Distribution and the Target Distribution Levels may
also be adjusted if legislation is enacted or if existing law is modified or
interpreted by the relevant governmental authority in a manner that causes the
Partnership to become taxable as a corporation or otherwise subjects the
Partnership to taxation as an entity for federal, state or local income tax
purposes. In such event, the Minimum Quarterly Distribution and the Target
Distribution Levels would be reduced to an amount equal to the product of (i)
the Minimum Quarterly Distribution and each of the Target Distribution Levels,
respectively, multiplied by (ii) one minus the sum of (x) the maximum
effective federal income tax rate to which the Partnership is then subject as
an entity plus (y) any increase that results from such legislation in the
effective overall state and local income tax rate to which the Partnership is
subject as an entity for the taxable year in which such event occurs (after
taking into account the benefit of any deduction allowable for federal income
tax purposes with respect to the payment of state and local income taxes). For
example, assuming the Partnership was not previously subject to state and
local income tax, if the Partnership were to become taxable as an entity for
federal income tax purposes and the Partnership became subject to a maximum
marginal federal, and effective state and local, income tax rate of 38%, then
the Minimum Quarterly Distribution and the Target Distribution Levels would
each be reduced to 62% of the amount thereof immediately prior to such
adjustment.
 
DISTRIBUTIONS OF CASH UPON LIQUIDATION
 
  Following the commencement of the dissolution and liquidation of the
Partnership, assets will be sold or otherwise disposed of from time to time
and the partners' capital account balances will be adjusted to reflect any
resulting gain or loss. The proceeds of such liquidation will, first, be
applied to the payment of creditors of the Partnership in the order of
priority provided in the Partnership Agreement and by law and, thereafter, be
distributed to the Unitholders and the General Partner in accordance with
their respective capital account balances as so adjusted.
 
  Partners are entitled to liquidating distributions in accordance with
capital account balances. The allocations of gains and losses upon liquidation
are intended, to the extent possible, to entitle the holders of outstanding
Common Units to a preference over the holders of outstanding Subordinated
Units upon the liquidation of the Partnership, to the extent required to
permit Common Unitholders to receive their Unrecovered Capital plus any unpaid
Common Unit Arrearages. Thus, net losses recognized upon liquidation of the
Partnership will be allocated to the holders of the Subordinated Units to the
extent of their capital account balances before any loss
 
                                      47

is allocated to the holders of the Common Units, and net gains recognized upon
liquidation will be allocated first to restore negative balances in the
capital account of the General Partner and any Unitholders and then to the
Common Unitholders until their capital account balances equal their
Unrecovered Capital plus unpaid Common Unit Arrearages. However, no assurance
can be given that there will be sufficient gain upon liquidation of the
Partnership to enable the holders of Common Units to fully recover all of such
amounts, even though there may be cash available for distribution to the
holders of Subordinated Units.
 
  The manner of such adjustment is as provided in the Partnership Agreement,
the form of which is included as Appendix A to this Prospectus. If the
liquidation of the Partnership occurs before the end of the Subordination
Period, any net gain (or unrealized gain attributable to assets distributed in
kind) will be allocated to the partners as follows:
 
    First, to the General Partner and the holders of Units having negative
  balances in their capital accounts to the extent of and in proportion to
  such negative balances;
 
    Second, 98% to the holders of Common Units, pro rata, and 2% to the
  General Partner, until the capital account for each Common Unit is equal to
  the sum of (i) the Unrecovered Capital in respect of such Common Unit, (ii)
  the amount of the Minimum Quarterly Distribution for the quarter during
  which liquidation of the Partnership occurs and (iii) any unpaid Common
  Unit Arrearages in respect of such Common Unit;
 
    Third, 98% to the holders of Subordinated Units, pro rata, and 2% to the
  General Partner, until the capital account for each Subordinated Unit is
  equal to the sum of (i) the Unrecovered Capital in respect of such
  Subordinated Unit and (ii) the amount of the Minimum Quarterly Distribution
  for the quarter during which the liquidation of the Partnership occurs;
 
    Fourth, 85% to the Unitholders, pro rata, and 15% to the General Partner,
  until there has been allocated under this paragraph fourth an amount per
  Unit equal to (a) the sum of the excess of the First Target Distribution
  per Unit over the Minimum Quarterly Distribution per Unit for each quarter
  of the Partnership's existence, less (b) the cumulative amount per Unit of
  any distributions of Available Cash from Operating Surplus in excess of the
  Minimum Quarterly Distribution per Unit that was distributed 85% to the
  Unitholders, pro rata, and 15% to the General Partner for each quarter of
  the Partnership's existence;
 
    Fifth, 75% to all Unitholders, pro rata, and 25% to the General Partner,
  until there has been allocated under this paragraph fifth an amount per
  Unit equal to (a) the sum of the excess of the Second Target Distribution
  per Unit over the First Target Distribution per Unit for each quarter of
  the Partnership's existence, less (b) the cumulative amount per Unit of any
  distributions of Available Cash from Operating Surplus in excess of the
  First Target Distribution per Unit that was distributed 75% to the
  Unitholders, pro rata, and 25% to the General Partner for each quarter of
  the Partnership's existence; and
 
    Thereafter, 50% to all Unitholders, pro rata, and 50% to the General
  Partner.
 
  If the liquidation occurs after the Subordination Period, the distinction
between Common Units and Subordinated Units will disappear, so that clauses
(ii) and (iii) of paragraph second above and all of paragraph third above will
no longer be applicable.
 
  Upon liquidation of the Partnership, any loss will generally be allocated to
the General Partner and the Unitholders as follows:
 
    First, 98% to holders of Subordinated Units in proportion to the positive
  balances in their respective capital accounts and 2% to the General
  Partner, until the capital accounts of the holders of the Subordinated
  Units have been reduced to zero;
 
    Second, 98% to the holders of Common Units in proportion to the positive
  balances in their respective capital accounts and 2% to the General
  Partner, until the capital accounts of the Common Unitholders have been
  reduced to zero; and
 
    Thereafter, 100% to the General Partner.
 
                                      48

  If the liquidation occurs after the Subordination Period, the distinction
between Common Units and Subordinated Units will disappear, so that all of
paragraph first above will no longer be applicable.
 
  In addition, interim adjustments to capital accounts will be made at the
time the Partnership issues additional interests in the Partnership or makes
distributions of property. Such adjustments will be based on the fair market
value of the interests or the property distributed and any gain or loss
resulting therefrom will be allocated to the Unitholders and the General
Partner in the same manner as gain or loss is allocated upon liquidation. In
the event that positive interim adjustments are made to the capital accounts,
any subsequent negative adjustments to the capital accounts resulting from the
issuance of additional interests in the Partnership, distributions of property
by the Partnership, or upon liquidation of the Partnership, will be allocated
in a manner which results, to the extent possible, in the capital account
balances of the General Partner equaling the amount which would have been the
General Partner's capital account balances if no prior positive adjustments to
the capital accounts had been made.
 
                                      49

                        CASH AVAILABLE FOR DISTRIBUTION
 
  Based on the amount of working capital that the Partnership is expected to
have at the time it commences operations and the ability to make working
capital borrowings under the Revolving Credit Facility, the Partnership
believes that, if its assumptions about operating conditions are realized, the
Partnership should have sufficient Available Cash from Operating Surplus to
enable the Partnership to distribute the Minimum Quarterly Distribution on the
Common Units and Subordinated Units to be outstanding immediately after the
consummation of this offering, and the related distribution on the combined 2%
interest of the General Partner, with respect to each of its quarters at least
through the quarter ending December 31, 1999. The Partnership's belief is
based on a number of assumptions, including the assumptions that (i) the
average daily volume of crude oil transported on the All American Pipeline and
SJV Gathering System will not be less than the average daily volume
transported during the six months ended June 30, 1998, (ii) the tariffs
charged by the Partnership will not decline from current levels, (iii) the
gross margins from the Partnership's terminalling and storage activities and
gathering and marketing activities in the aggregate will continue at not less
than the same levels experienced during the six months ended June 30, 1998 on
an annualized basis, (iv) any loss of gross margin from a reduction in storage
activities due to a change in the market from contango to backward will be
offset by an increase in marketing margins, (v) no material accidents or other
events will occur that disrupt the All American Pipeline, the SJV Gathering
System, the Partnership's terminalling or storage facilities, or pipelines
with which they have significant interconnections, and (vi) market, regulatory
and overall economic conditions will not change substantially. Although the
Partnership believes such assumptions are within a range of reasonableness,
whether the assumptions are realized is not, in a number of cases, within the
control of the Partnership and cannot be predicted with any degree of
certainty. In the event that the Partnership's assumptions are not realized,
the actual Available Cash from Operating Surplus generated by the Partnership
could be substantially less than that currently expected and could, therefore,
be insufficient to permit the Partnership to make cash distributions at the
levels described above. See "Risk Factors--Risks Inherent in an Investment in
the Partnership--Partnership Assumptions Concerning Future Operations May Not
Be Realized." In addition, the terms of the Partnership's indebtedness will
restrict the ability of the Partnership to distribute cash to Unitholders in
the event of a default under the terms of such indebtedness. Accordingly, no
assurance can be given that distributions of the Minimum Quarterly
Distribution or any other amounts will be made. See "Cash Distribution
Policy," "Cash Available for Distribution" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations." The Partnership
does not intend to update the expression of belief set forth above.
 
  The amount of Available Cash from Operating Surplus needed to distribute the
Minimum Quarterly Distribution for four quarters on the Common Units and
Subordinated Units to be outstanding immediately after this offering and on
the combined 2% general partner interest is approximately $54.0 million ($35.3
million for the Common Units, $17.6 million for the Subordinated Units and
$1.1 million for the combined 2% general partner interest). The amount of pro
forma Available Cash from Operating Surplus generated during 1997 and for the
twelve months ended June 30, 1998 was approximately $61.3 million and $55.9
million, respectively. Such amounts would have been sufficient to cover the
Minimum Quarterly Distribution during such periods on all of the Common Units,
Subordinated Units and the related distribution on the general partner
interest. The amounts of pro forma Available Cash from Operating Surplus set
forth above were derived from the pro forma and historical financial
statements of the Partnership in the manner set forth in Appendix D. The pro
forma adjustments are based upon currently available information and certain
estimates and assumptions. The pro forma financial statements do not purport
to present the results of operations of the Partnership had the Transactions
actually been completed as of the dates indicated. Furthermore, Available Cash
from Operating Surplus as defined in the Partnership Agreement is a cash
accounting concept, while the Partnership's historical and pro forma financial
statements have been prepared on an accrual basis. As a consequence, the
amount of pro forma Available Cash from Operating Surplus shown above should
only be viewed as a general indication of the amount of Available Cash from
Operating Surplus that might in fact have been generated by the Partnership
had it been formed in earlier periods. For definitions of Available Cash and
Operating Surplus, see the Glossary.
 
                                      50

                SELECTED PRO FORMA FINANCIAL AND OPERATING DATA
 
  The following unaudited Selected Pro Forma Financial and Operating Data are
derived from the historical financial statements of Wingfoot (which reflect
the historical operating results of the All American Pipeline and the SJV
Gathering System) and the Plains Midstream Subsidiaries (which reflect the
historical operating results of the Partnership's terminalling and storage
activities and gathering and marketing activities) as adjusted for the
Transactions. For a discussion of the assumptions used in preparing the
Selected Pro Forma Financial and Operating Data, see "Plains All American
Pipeline, L.P. Pro Forma Consolidated Financial Statements." The following
information should not be deemed indicative of future operating results for
the Partnership.

                                                              SIX MONTHS ENDED
                                                  YEAR ENDED      JUNE 30,
                                                 DECEMBER 31, -----------------
                                                     1997       1997     1998
                                                 ------------ -------- --------
                                                 (IN THOUSANDS, EXCEPT PER UNIT
                                                      AND BARREL AMOUNTS)
                                                              
INCOME STATEMENT DATA:
 Revenues.......................................  $1,746,491  $885,503 $706,239
 Cost of sales and operations...................   1,663,214   840,607  665,988
                                                  ----------  -------- --------
 Gross margin...................................      83,277    44,896   40,251
 General and administrative expenses............       6,379     3,415    3,544
 Depreciation and amortization..................      10,325     5,159    5,202
                                                  ----------  -------- --------
 Operating income...............................      66,573    36,322   31,505
 Interest expense...............................      14,334     6,776    7,048
 Other income...................................         138        66       52
                                                  ----------  -------- --------
 Net income.....................................  $   52,377  $ 29,612 $ 24,509
                                                  ==========  ======== ========
 Net income per Unit(1).........................  $     1.75  $   0.99 $   0.82
OTHER DATA:
 Gross margins:
  Pipeline......................................  $   69,146  $ 38,575 $ 30,149
  Terminalling and storage and gathering and
   marketing....................................      14,131     6,321   10,102
 EBITDA(2)......................................      77,036    41,547   36,759
 Maintenance capital expenditures(3)............       1,433       686    1,002
BALANCE SHEET DATA (AT END OF PERIOD):
 Working capital................................                       $  8,000
 Total assets...................................                        617,542
 Total long-term debt...........................                        175,000
 Partners' capital..............................                        262,485
OPERATING DATA:
 Volumes (barrels per day):
 Pipeline:
  Tariff(4).....................................     164,600   181,600  143,000
  Margin(5).....................................      30,500    25,100   35,400
                                                  ----------  -------- --------
   Total pipeline...............................     195,100   206,700  178,400
                                                  ==========  ======== ========
  Lease gathering(6)............................      94,000    89,000  106,900
  Bulk purchases(7).............................      48,500    43,100  102,100
  Terminal throughput(8)........................      76,700    83,700   74,500

                                      51

- --------
(1) Net income per Unit is computed by dividing the limited partners' 98%
    interest in net income by the number of Common and Subordinated Units
    expected to be outstanding at the closing of this offering.
(2) EBITDA means earnings before interest expense, income taxes, depreciation
    and amortization. EBITDA provides additional information for evaluating
    the Partnership's ability to make the Minimum Quarterly Distribution and
    is presented solely as a supplemental measure. EBITDA is not a measurement
    presented in accordance with GAAP and is not intended to be used in lieu
    of GAAP presentations of results of operations and cash provided by
    operating activities. The Partnership's EBITDA may not be comparable to
    EBITDA of other entities as other entities may not calculate EBITDA in the
    same manner as the Partnership.
(3) Maintenance capital expenditures are capital expenditures made to maintain
    the operating capacity of existing assets and not to acquire new assets or
    expand the operating capacity of existing assets.
(4) Represents crude oil deliveries on the All American Pipeline for the
    account of third parties.
(5) Represents crude oil deliveries on the All American Pipeline and the SJV
    Gathering System for the account of affiliated entities.
(6) Represents barrels of crude oil purchased at the wellhead, including
    volumes which would have been purchased under the Marketing Agreement.
(7) Represents barrels of crude oil purchased at collection points, terminals
    and pipelines.
(8) Represents total crude oil barrels delivered from the Cushing Terminal and
    the Ingleside Terminal.
 
                                      52

               SELECTED HISTORICAL FINANCIAL AND OPERATING DATA
 
  The financial information below for Wingfoot for the years ended December
31, 1993 and 1994 and as of December 31, 1993, 1994 and 1995 is derived from
the unaudited financial statements of Wingfoot. The financial information
below for Wingfoot for the years ended December 31, 1995, 1996, and 1997 and
as of December 31, 1996 and 1997 is derived from the audited financial
statements of Wingfoot. The financial information below for Plains Midstream
Subsidiaries as of and for the years ended December 31, 1993, 1994, 1995, 1996
and 1997 is derived from the audited financial statements of the Plains
Midstream Subsidiaries. The operating data for all periods presented is
derived from the records of Wingfoot and the Plains Midstream Subsidiaries. In
the Partnership's opinion, each of the unaudited financial statements include
all adjustments, consisting of normal recurring adjustments, necessary for a
fair statement of the results of the unaudited periods. The Selected
Historical Financial and Operating Data below should be read in conjunction
with the financial statements of Wingfoot and the Plains Midstream
Subsidiaries, included elsewhere in this Prospectus, and with "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

                                                         WINGFOOT
                          -----------------------------------------------------------------------------------
                                                                                           SIX MONTHS ENDED
                                        YEAR ENDED DECEMBER 31,                                JUNE 30,
                          -----------------------------------------------------------     -------------------
                             1993        1994        1995       1996          1997          1997       1998
                          ----------  ----------  ----------  ---------     ---------     ---------  --------
                                         (IN THOUSANDS, EXCEPT FOR OPERATING DATA)
                                                                                
INCOME STATEMENT DATA:
 Revenues...............  $  699,124  $  664,835  $  619,277  $ 929,299     $ 992,318     $ 541,698  $374,654
 Cost of sales and
  operations............     661,275     610,570     517,803    826,041       923,152       503,085   344,538
                          ----------  ----------  ----------  ---------     ---------     ---------  --------
 Gross margin...........      37,849      54,265     101,474    103,258        69,166        38,613    30,116
 General and
  administrative
  expenses..............       6,690       4,285       4,834      2,961         2,767         1,603     1,053
 Depreciation and
  amortization..........      43,596      38,744      39,276    894,638(1)     80,463(2)      8,145     6,808
 Loss on sale of
  pipeline assets.......          --       2,544       5,000         --            --            --        --
                          ----------  ----------  ----------  ---------     ---------     ---------  --------
 Operating income
  (loss)................     (12,437)      8,692      52,364   (794,341)(1)   (14,064)(2)    28,865    22,255
 Interest expense.......      52,634      45,765      50,869     49,000        52,745        25,112    21,929
 Other expense..........         112          --          --         --            --            --        --
                          ----------  ----------  ----------  ---------     ---------     ---------  --------
 Net income (loss)
  before income taxes...     (65,183)    (37,073)      1,495   (843,341)(1)   (66,809)(2)     3,753       326
 Charge (benefit) in
  lieu of income taxes..      (3,678)     (1,837)       (324)     4,227           276           572        84
                          ----------  ----------  ----------  ---------     ---------     ---------  --------
 Net income (loss)......  $  (61,505) $  (35,236) $    1,819  $(847,568)(1) $ (67,085)(2) $   3,181  $    242
                          ==========  ==========  ==========  =========     =========     =========  ========
OTHER DATA:
 EBITDA(3)..............  $   31,047  $   49,980  $   96,640  $ 100,297     $  66,399     $  37,010  $ 29,063
 Cash flows from
  operating activities..     (21,255)     57,544      50,231     58,372         3,739       (31,887)  (56,785)
 Cash flows from
  investing activities..      (5,626)     10,563      28,866     (6,728)      (50,941)       (4,474)   (1,618)
 Cash flows from
  financing activities..      27,527     (60,347)    (84,060)   (51,024)       45,858        35,417    58,449
 Maintenance capital
  expenditures(4).......       4,767       6,501       4,600      3,783           755           120       547
BALANCE SHEET DATA (AT
 END OF PERIOD):
 Working capital
  (deficit)(5)..........  $   (1,676) $   12,412  $    5,976  $  (3,796)    $   7,369     $  (7,987) $ 36,607(6)
 Total assets...........   1,513,087   1,457,681   1,366,965    508,980       472,526       513,512   487,848
 Related party debt:
 Short-term.............     356,441     146,975      67,752     86,863       136,560        99,012        --
 Long-term..............     575,000     748,400     748,400    705,243       705,243       705,243        --(7)
 Stockholder's equity
  (deficit).............     479,462     468,107     469,925   (381,524)(1)  (448,609)(2)  (378,343)  417,764(6)(7)
OPERATING DATA:
 Volumes (barrels per
  day):
 Tariff(8)..............     167,200     164,200     207,300    180,900       164,600       181,600   143,000
 Margin(9)..............      17,300      21,300       9,800     26,300        30,500        25,100    35,400
                          ----------  ----------  ----------  ---------     ---------     ---------  --------
  Total pipeline........     184,500     185,500     217,100    207,200       195,100       206,700   178,400
                          ==========  ==========  ==========  =========     =========     =========  ========

- --------
(1) Includes an $851.9 million impairment charge to reduce the carrying value
    of the All American Pipeline in accordance with the FASB Statement of
    Financial Accounting Standards No. 121 ("SFAS 121"). See "Management's
    Discussion and Analysis of Financial Condition and Results of Operations--
    Wingfoot--Results of Operations."
 
                                      53

(2) Includes a $64.2 million impairment charge determined using the discounted
    before-tax expected future cash flows to Wingfoot from the All American
    Pipeline. See "Management's Discussion and Analysis of Financial Condition
    and Results of Operations--Wingfoot--Results of Operations."
(3) EBITDA means earnings before interest expense, income taxes, depreciation
    and amortization. EBITDA is not a measurement presented in accordance with
    GAAP and is not intended to be used in lieu of GAAP presentations of
    results of operations and cash provided by operating activities.
    Wingfoot's EBITDA may not be comparable to EBITDA of other entities as
    other entities may not calculate EBITDA in the same manner. EBITDA for
    1994 and 1995 excludes loss on sale of pipeline assets of $2.5 million and
    $5.0 million, respectively.
(4) Maintenance capital expenditures are capital expenditures made to
    maintain the operating capacity of existing assets and not to acquire new
    assets or expand the operating capacity of existing assets.
(5) Excludes related party debt.
(6) Working capital includes a $26.3 million receivable from an affiliate of
    Goodyear. In July 1998, the affiliate of Goodyear repaid such amount to
    Wingfoot and Wingfoot concurrently paid a distribution of $25.1 million to
    Goodyear.
(7) Includes Goodyear capital contributions of approximately $866.1 million
    made in June 1998 in anticipation of the sale of Wingfoot to the General
    Partner. Such amounts were used to repay related party debt owed from
    Wingfoot to Goodyear.
(8) Represents crude oil deliveries on the All American Pipeline for the
    account of third parties.
(9) Represents crude oil deliveries on the All American Pipeline and the SJV
    Gathering System for the account of affiliated entities.

                                      54

                                          PLAINS MIDSTREAM SUBSIDIARIES
                          --------------------------------------------------------------------------
                                                                               SIX MONTHS ENDED
                                    YEAR ENDED DECEMBER 31,                        JUNE 30,
                          ------------------------------------------------     ---------------------
                            1993      1994      1995      1996      1997         1997         1998
                          --------  --------  --------  --------  --------     --------     --------
                                    (IN THOUSANDS, EXCEPT FOR OPERATING DATA)
                                                                       
INCOME STATEMENT DATA:
 Revenues...............  $130,058  $199,239  $339,825  $531,698  $752,522     $343,014     $330,683
 Cost of sales and
  operations............   126,262   193,050   333,459   522,167   740,042      337,484      321,483
                          --------  --------  --------  --------  --------     --------     --------
 Gross margin...........     3,796     6,189     6,366     9,531    12,480        5,530        9,200
 General and
  administrative
  expenses..............     2,027     2,376     2,415     2,974     3,529        1,706        2,041
 Depreciation and
  amortization..........       416       906       944     1,140     1,165          579          622
                          --------  --------  --------  --------  --------     --------     --------
 Operating income
  (loss)................     1,353     2,907     3,007     5,417     7,786        3,245        6,537
 Interest expense.......       873     3,550     3,460     3,559     4,516        1,559        1,828
 Other income...........        38       115       115        90       138           66           52
                          --------  --------  --------  --------  --------     --------     --------
 Net income (loss)
  before income taxes...       518      (528)     (338)    1,948     3,408        1,752        4,761
 Provision (benefit) in
  lieu of income taxes..       182      (151)      (93)      726     1,268          634        1,817
                          --------  --------  --------  --------  --------     --------     --------
 Net income (loss)......  $    336  $   (377) $   (245) $  1,222  $  2,140     $  1,118     $  2,944
                          ========  ========  ========  ========  ========     ========     ========
OTHER DATA:
 EBITDA(1)..............  $  1,807  $  3,928  $  4,066  $  6,647  $  9,089     $  3,890     $  7,211
 Cash flows from
  operating activities..    (7,398)    4,763    (5,800)      733   (12,869)(7)  (17,551)(7)   (3,377)(7)
 Cash flows from
  investing activities..   (22,043)     (485)     (721)   (3,285)   (1,854)        (511)        (506)
 Cash flows from
  financing activities..    28,883    (4,723)    6,457     2,759    14,321 (7)   17,771 (7)    3,881 (7)
 Maintenance capital
  expenditures(2).......       186       274       571     1,063       678          566          455
BALANCE SHEET DATA (AT
 END OF PERIOD):
 Working capital
  (deficit)(3)..........  $   (617) $  4,734  $  9,579  $ 12,087  $ 10,962     $ 15,091     $ 18,752
 Total assets...........    56,985    62,847    82,076   122,557   149,619      132,411      151,438
 Intercompany debt:
 Short-term.............        --        --     6,524     9,501     8,945        8,004       10,003
 Long-term..............    29,558    35,854    32,095    31,811    28,531       34,590       31,143
 Total debt(3)..........     9,638        --        --        --    18,000       16,490       17,900
 Combined equity........     2,335     2,858     2,613     3,835     5,975        4,953        8,919
OPERATING DATA:
 Volumes (barrels per
  day):
 Lease gathering(4).....    18,800    29,600    45,900    58,500    71,400       67,100       81,900
 Bulk purchases(5)......        --        --    10,200    31,700    48,500       43,100      102,100
 Terminal throughput(6).     6,000    28,900    42,500    59,800    76,700       83,700       74,500

- --------
(1) EBITDA means earnings before interest expense, income taxes, depreciation
    and amortization. EBITDA is not a measurement presented in accordance with
    GAAP and is not intended to be used in lieu of GAAP presentations of
    results of operations and cash provided by operating activities. The
    Plains Midstream Subsidiaries' EBITDA may not be comparable to EBITDA of
    other entities as other entities may not calculate EBITDA in the same
    manner.
(2) Maintenance capital expenditures are capital expenditures made to maintain
    the operating capacity of existing assets and not to acquire new assets or
    expand the operating capacity of existing assets.
(3) Excludes intercompany debt.
(4) Represents barrels of crude oil purchased at the wellhead from non-
    affiliated third parties.
(5) Represents barrels of crude oil purchased at collection points, terminals
    and pipelines.
(6) Represents total crude oil barrels delivered from the Cushing Terminal and
    the Ingleside Terminal.
(7) Includes purchases of crude oil inventory, primarily acquired as a result
    of arbitrage opportunities existing from a contango market. The cost of
    such inventory was financed through borrowings under the Letter of Credit
    Facility. Increases in inventory result in a use of cash flow from
    operating activities, whereas borrowings to finance the purchase of such
    inventory result in a source of cash flow from financing activities.
 
                                      55

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
 
  The following discussion of the financial condition and results of
operations for the Partnership and its predecessor entities should be read in
conjunction with the historical and pro forma consolidated financial
statements and notes thereto included elsewhere in this Prospectus. For more
detailed information regarding the basis of presentation for the following
financial information, see the notes to the pro forma and historical financial
statements.
 
GENERAL
 
  The Partnership is a limited partnership recently formed to acquire and
operate the midstream crude oil business and assets of Plains Resources. The
Partnership is engaged in interstate and intrastate crude oil pipeline
transportation and crude oil terminalling and storage activities and gathering
and marketing activities. The Partnership's operations are primarily
concentrated in California, Texas, Oklahoma, Louisiana and the Gulf of Mexico.
The historical results of operations discussed below are derived from the
historical financial statements of Wingfoot and the Plains Midstream
Subsidiaries included elsewhere herein.
 
  Pipeline Operations. The activities from pipeline operations generally
consist of transporting third-party volumes of crude oil for a tariff ("Tariff
Activities") and merchant activities designed to capture price differentials
between the cost to purchase and transport crude oil to a sales point and the
price received for such crude oil at the sales point ("Margin Activities").
Tariffs on the All American Pipeline vary by receipt point and delivery point.
Tariffs for Outer Continental Shelf ("OCS") crude oil delivered to California
markets currently average $1.40 per barrel and tariffs for OCS volumes
delivered to West Texas currently average $2.96 per barrel. Tariffs for San
Joaquin Valley crude oil delivered to West Texas currently average $1.25 per
barrel. The gross margin generated by Tariff Activities depends on the volumes
transported on the pipeline and the level of the tariff charged, as well as
the fixed and variable costs of operating the pipeline. As is common with most
merchant activities, the ability of the Partnership to generate a profit on
Margin Activities is not tied to the absolute level of crude oil prices but is
generated by the difference between the price paid and other costs incurred in
the purchase of crude oil and the price at which it sells crude oil. The
Partnership is well positioned to take advantage of these price differentials
due to its ability to move purchased volumes on the All American Pipeline. The
Partnership combines reporting of gross margin for Tariff Activities and
Margin Activities due to the sharing of fixed costs between the two
activities.
 
  Terminalling and Storage Activities and Gathering and Marketing
Activities. Gross margin from terminalling and storage activities is dependent
on the throughput volume of crude oil stored and the level of fees generated
at the Cushing Terminal. Gross margin from the Partnership's gathering and
marketing activities is dependent on the Partnership's ability to sell crude
oil at a price in excess of the cost. These operations are not directly
affected by the absolute level of crude oil prices, but are affected by
overall levels of supply and demand for crude oil.
 
  During periods when the demand for crude oil is weak (as has been the case
in 1998 and late 1997), the market for crude oil is often in contango, meaning
that the price of crude oil in a given month is less than the price of crude
oil in a subsequent month. A contango market has a generally negative impact
on marketing margins, but is favorable to the storage business, because
storage owners at major trading locations (such as the Cushing Interchange)
can simultaneously purchase production at low current prices for storage and
sell at higher prices for future delivery. When there is a higher demand than
supply of crude oil in the near term, the market is backward, meaning that the
price of crude oil in a given month exceeds the price of crude oil in a
subsequent month. A backward market has a positive impact on marketing margins
because crude oil gatherers can continue to purchase crude oil from producers
at a fixed premium to posted prices while selling crude oil at a higher
premium to such prices. The Partnership believes that the combination of its
terminalling and storage activities and gathering and marketing activities
provides a counter-cyclical balance which has a stabilizing effect on the
Partnership's cash flow.
 
                                      56

  As the Partnership purchases crude oil, it establishes a margin by selling
crude oil for physical delivery to third party users, such as independent
refiners or major oil companies, or by entering into a future delivery
obligation with respect to futures contracts on the NYMEX. Through these
transactions, the Partnership seeks to maintain a position that is
substantially balanced between crude oil purchases and sales and future
delivery obligations. The Partnership purchases crude oil on both a fixed and
floating price basis. As fixed price barrels are purchased, the Partnership
enters into sales arrangements with refiners, trade partners or on the NYMEX,
which establishes a margin and protects it against future price fluctuations.
When floating price barrels are purchased, the Partnership matches those
contracts with similar type sales agreements with its customers, or likewise
establishes a hedge position using the NYMEX futures market. From time to
time, the Partnership will enter into arrangements which will expose it to
basis risk. Basis risk occurs when crude oil is purchased based on a crude oil
specification and location which is different from the countervailing sales
arrangement. The Partnership's policy is only to purchase crude oil for which
it has a market and to structure its sales contracts so that crude oil price
fluctuations do not materially affect the gross margin which it receives. The
Partnership does not acquire and hold crude oil futures contracts or other
derivative products for the purpose of speculating on crude oil price changes
that might expose the Partnership to indeterminable losses.
 
                                THE PARTNERSHIP
 
ANALYSIS OF PRO FORMA RESULTS OF OPERATIONS
 
  The pro forma consolidated financial statements of the Partnership reflect
the historical operating results of Wingfoot (which reflect the historical
operating results of the All American Pipeline and the SJV Gathering System)
and the Plains Midstream Subsidiaries (which reflect the historical operating
results of the Plains Midstream Subsidiaries' terminalling and storage
activities and gathering and marketing activities) as adjusted for the
Transactions. See "Plains All American Pipeline, L.P. Pro Forma Consolidated
Financial Statements" for a discussion of the assumptions used in preparing
the pro forma financial information. The following analysis compares the pro
forma results of the Partnership for the six months ended June 30, 1998 and
1997. Income taxes were eliminated from the pro forma consolidated results, as
income taxes will be borne by the partners and not the Partnership.
 
 Six Months Ended June 30, 1998 and 1997
 
  For the six months ended June 30, 1998, the Partnership reported net income
of $24.5 million on total revenue of $706.2 million compared to net income for
the six months ended June 30, 1997 of $29.6 million on total revenue of $885.5
million. The Partnership reported gross margin (revenues less direct expenses
of purchases, transportation, terminalling and storage and other operating and
maintenance expenses) of $40.3 million for the six months ended June 30, 1998,
reflecting a 10% decrease from the $44.9 million reported for the same period
in 1997. Gross profit (gross margin less general and administrative expense)
decreased 12% to $36.7 million for the six months ended June 30, 1998 as
compared to $41.5 million for the same period in 1997.
 
                                      57

  The following table sets forth certain operating information of the
Partnership for the periods presented.

                                     SIX MONTHS
                                        ENDED
                                      JUNE 30,
                                   ----------------
                                    1997     1998
                                   -------  -------
                                   (IN THOUSANDS)
                                      
      Operating Results:
       Gross margin:
        Pipeline transportation
         service.................  $38,575  $30,149
        Terminalling and storage
         and gathering and
         marketing...............    6,321   10,102
                                   -------  -------
         Total...................   44,896   40,251
       General and administrative
        expense..................   (3,415)  (3,544)
                                   -------  -------
       Gross profit..............  $41,481  $36,707
                                   =======  =======
      Average Daily Volumes
       (barrels):
       Pipeline Tariff
        Activities...............      182      143
       Pipeline Margin
        Activities...............       25       35
                                   -------  -------
         Total...................      207      178
                                   =======  =======
       Terminal throughput.......       84       75
       Lease gathering...........       89      107
       Bulk purchases............       43      102

  Pipeline Operations. Tariff revenues were $33.9 million for the six months
ended June 30, 1998, a 26% decline from the $47.1 million reported for the
same period in 1997. This decrease in tariff revenues resulted primarily from
a 21% decrease in tariff transport volumes from 89,000 barrels per day for the
six months ended June 30, 1997 to 69,000 barrels per day for the same period
in 1998 due to a decline in average daily production from the Santa Ynez
field. Exxon is currently making certain facility modifications to the Santa
Ynez field that should result in increased production from this field by the
end of 1998. Accordingly, the Partnership believes that average production
from the Santa Ynez field for 1999 will equal or exceed the average daily
volumes received during the first six months of 1998, although there can be no
assurances in that regard. Most of the production loss from the Santa Ynez
field was of volumes that had been previously transported to West Texas at an
average tariff of $2.83 per barrel. Volumes related to Margin Activities
increased by 40% to an average of approximately 35,000 barrels per day. The
margin between revenue and direct cost of crude purchased increased from $8.8
million for the six months ended June 30, 1997 to $10.2 million for the same
period in 1998.
 
  The following table sets forth All American Pipeline average deliveries per
day within and outside California for the periods presented.

                                                               SIX MONTHS ENDED
                                                                   JUNE 30,
                                                               -----------------
                                                                 1997     1998
                                                               -------- --------
                                                                (IN THOUSANDS)
                                                                  
      Deliveries:
       Average daily volumes (barrels):
        Within California.....................................      123      117
        Outside California....................................       84       61
                                                               -------- --------
                                                                    207      178
                                                               ======== ========

  Terminalling and Storage Activities and Gathering and Marketing Activities.
The Partnership reported gross margin of $10.1 million from its terminalling
and storage activities and gathering and marketing activities for the six
months ended June 30, 1998, reflecting a 60% increase over the $6.3 million
reported for the same period in 1997. Net of interest expense associated with
contango inventory transactions, gross margin and gross profit for the six
months ended June 30, 1998 were $9.8 million and $7.7 million, respectively,
representing increases of approximately 56% and 70% over the 1997 amounts. The
increase in gross margin was primarily attributable
 
                                      58

to an increase in the volumes gathered and marketed, principally in West
Texas, Louisiana and the Gulf of Mexico of approximately 20% to 107,000
barrels per day for the six months ended June 30, 1998 from 89,000 barrels per
day during the same period in 1997. The balance of the increase in gross
margin was a result of an increase in bulk purchases and profits created by
arbitrage opportunities associated with a contango market. Because of higher
use of storage in a contango market, the average volumes terminalled through
the Cushing Terminal decreased about 11,000 barrels per day to 64,000 barrels
during the six months ended June 30, 1998 from 75,000 barrels per day in the
same period in 1997.
 
  Expenses. Operations and maintenance expenses included in cost of sales and
operations (generally property taxes, electricity, fuel, labor, repairs and
certain other expenses) decreased to $14.4 million for the six months ended
June 30, 1998 from $17.9 million for the comparable period in 1997. This
decrease was a function both of variable costs that decline with reduced
transportation volumes and average miles transported per barrel. Operations
and maintenance expenses are included in the determination of gross margin.
General and administrative expenses increased approximately $0.1 million to
$3.5 million for the six months ended June 30, 1998 compared to $3.4 million
for the same period in 1997. Such increase was primarily related to additional
personnel hired to further expand marketing activities. Depreciation and
amortization expense was $5.2 million in both periods. Interest expense was
$7.0 million for the six months ended June 30, 1998, up slightly over the $6.8
million for the same period of 1997 due primarily to higher short-term
borrowings associated with contango crude oil inventory transactions.
 
CAPITAL RESOURCES, LIQUIDITY AND FINANCIAL CONDITION
 
  Letter of Credit Facility. The Partnership's merchant activities involve the
purchase of crude oil for resale and require significant extensions of credit
by the Partnership's suppliers of crude oil. In order to assure the
Partnership's ability to perform its obligations under crude oil purchase
agreements, various credit arrangements are negotiated with the Partnership's
crude oil suppliers. Such arrangements include open lines of credit directly
with the Partnership and standby letters of credit issued under the
Partnership's letter of credit facility discussed below. The following is a
summary of the anticipated terms of the Letter of Credit Facility. This
summary is qualified in its entirety by reference to the Letter of Credit
Facility, the form of which has been filed as an exhibit to this Registration
Statement.
 
  In connection with the Transactions, the Operating Partnership will enter
into a $175 million, secured letter of credit facility with BankBoston, N.A.,
ING (U.S.) Capital Corporation and certain other lenders (the "Letter of
Credit Facility"). The purpose of the Letter of Credit Facility is to provide
(i) standby letters of credit to support the purchase of crude oil for resale
and (ii) borrowings to finance crude oil inventory which has been hedged
against future price risk. The Letter of Credit Facility will be secured by
certain assets of the Partnership, primarily accounts receivable and crude oil
inventory and will be non-recourse to the General Partner. Aggregate
availability under the Letter of Credit Facility for direct borrowings and
letters of credit will be limited to a borrowing base which will be determined
monthly based on certain current assets and current liabilities of the
Partnership, primarily crude oil inventory and accounts receivable and
accounts payable related to the purchase and sale of crude oil. At July 31,
1998, on a pro forma basis, the borrowing base under the Letter of Credit
Facility was $164.8 million.
 
  The Letter of Credit Facility will have a $40 million sublimit for
borrowings to finance crude oil purchased in connection with operations at the
Partnership's crude oil terminal and storage facilities. All purchases of
crude oil inventory financed will be required to be hedged against future
price risk on terms acceptable to the lenders.
 
  Letters of credit under the Letter of Credit Facility will generally be
issued for up to 70 day periods. Borrowings will bear interest at the
Operating Partnership's option at either (i) the base rate, as defined, or
(ii) LIBOR plus the applicable margin. The Partnership will incur a commitment
fee on the unused portion of the Letter of Credit Facility. The Letter of
Credit Facility will expire July 30, 2001.

                                      59

  In connection with the Transactions, the Operating Partnership will enter
into the Bank Credit Agreement. The following is a summary of the anticipated
terms of the Bank Credit Agreement. This summary is qualified in its entirety
by reference to the Bank Credit Agreement, the form of which has been filed as
an exhibit to this Registration Statement.
 
  Bank Credit Agreement. The Bank Credit Agreement will be an amendment and
restatement of the General Partner's existing bank credit facility and will
consist of the $175 million Term Loan Facility and the $50 million Revolving
Credit Facility. The $50 million Revolving Credit Facility will be used for
acquisitions, capital improvements and working capital purposes. The Operating
Partnership's obligations under the Bank Credit Agreement will be secured by
certain assets of the Operating Partnership, will be nonrecourse to the
General Partner and will bear interest at the Partnership's option at either
(i) the base prime rate or (ii) LIBOR plus an applicable margin (initially
1.5%). At closing, the Operating Partnership will have $175 million
outstanding under the Term Loan Facility, which amount represents indebtedness
assumed from the General Partner. The Partnership will assume a series of 10-
year interest rate swaps aggregating approximately $175 million which fixes
the LIBOR portion of the interest rate at a weighted average rate of
approximately 5.96%. The Term Loan will mature in seven years and no principal
payments will be required prior to maturity. The Term Loan may be prepaid at
any time without penalty. The Revolving Credit Facility will expire in two
years. All borrowings for working capital purposes outstanding under the
Revolving Credit Facility must be reduced to zero for at least 15 consecutive
days during each fiscal year.
 
  Both the Letter of Credit Facility and the Bank Credit Agreement are
expected to contain a prohibition on distributions on, or purchases or
redemptions of, Units if any Event of Default (as defined) is continuing. In
addition, both facilities will contain various covenants limiting the ability
of the Operating Partnership to (i) incur indebtedness, (ii) grant certain
liens, (iii) sell assets in excess of certain limitations, (iv) engage in
transactions with affiliates, (v) make investments and (vi) enter into a
merger, consolidation or sale of substantially all of its assets. In addition,
the terms of the Bank Credit Agreement will require the Operating Partnership
to maintain certain financial ratios, including ratios of indebtedness to
EBITDA, EBITDA to interest expense and indebtedness to total capital.
 
 Commitments
 
  Historically, capital expenditures for the Partnership have not been
significant. Due to the relatively recent construction of the All American
Pipeline, the SJV Gathering System and the Cushing Terminal, material
maintenance capital expenditures have not been required, and the majority of
capital expenditures have been associated with expansion opportunities. While
the actual level of maintenance capital expenditures will vary from year to
year, the Partnership expects such expenditures to average approximately $2
million to $4 million for the next several years. It is anticipated that such
maintenance capital expenditures will be funded from cash flow generated by
operating activities.
 
  The Partnership has entered into a turnkey contract to construct an
additional one million barrels of tankage at the Cushing Terminal, expanding
its existing tank capacity by 50% to three million barrels. Construction of
the expansion project began in September 1998 and is expected to be completed
in mid-1999 at a total cost of approximately $10 million. It is anticipated
that expenditures for the expansion will be funded from borrowings under the
Revolving Credit Facility. The Partnership has not entered into any other
commitments which require capital expenditures.
 
YEAR 2000
 
  Year 2000 Issue. Many software applications, hardware and equipment and
embedded chip systems identify dates using only the last two digits of the
year. These products may be unable to distinguish between dates in the Year
2000 and dates in the year 1900. That inability (referred to as the "Year
2000" issue), if not addressed, could cause applications, equipment or systems
to fail or provide incorrect information after December 31, 1999, or when
using dates after December 31, 1999. This in turn could have an adverse effect
on the Partnership, due
 
                                      60

to the Partnership's direct dependence on its own applications, equipment and
systems and indirect dependence on those of other entities with which the
Partnership must interact.
 
  Compliance Program. In order to address the Year 2000 issue, the Partnership
is participating in the Year 2000 project which Plains Resources has
implemented for all of its business units. A project team has been established
to coordinate the five phases of this Year 2000 project to assure that key
automated systems and related processes will remain functional through year
2000. Those phases include: (i) awareness, (ii) assessment, (iii) remediation,
(iv) testing and (v) implementation of the necessary modifications. The key
automated systems consist of (a) financial systems applications, (b) hardware
and equipment, (c) embedded chip systems and (d) third-party developed
software. The evaluation of the Year 2000 issue includes the evaluation of the
Year 2000 exposure of third parties material to the operations of Plains
Resources or any of its business units (including the Partnership). Plains
retained a Year 2000 consulting firm to review the operations of all of its
business units and to assess the impact of the Year 2000 issue on such
operations. Such review has been completed and the consultant's
recommendations are being utilized in the Year 2000 project.
 
  Partnership's State of Readiness. The awareness phase of the Year 2000
project has begun with a corporate-wide awareness program which will continue
to be updated throughout the life of the project. The portion of the
assessment phase related to financial systems applications has been
substantially completed and the necessary modifications and conversions are
underway. The portion of the assessment phase which will determine the nature
and impact of the Year 2000 issue for hardware and equipment, embedded chip
systems, and third-party developed software is continuing. The assessment
phase of the project involves, among other things, efforts to obtain
representations and assurances from third parties, including third party
vendors, that their hardware and equipment, embedded chip systems, and
software being used by or impacting Plains Resources or any of its business
units (including the Partnership) are or will be modified to be Year 2000
compliant. To date, the responses from such third parties are inconclusive. As
a result, management cannot predict the potential consequences if these or
other third parties are not Year 2000 compliant. The exposure associated with
the Partnership's interaction with third parties is currently being evaluated.
 
  Management expects that the remediation, testing and implementation phases
will be substantially completed by mid-1999.
 
  Costs to Address Year 2000 Compliance Issues. While the total cost to the
Partnership of the Year 2000 project is still being evaluated, management
currently estimates that the costs to be incurred by the Partnership in the
remainder of 1998, 1999 and 2000 associated with assessing, testing, modifying
or replacing financial system applications, hardware and equipment, embedded
chip systems, and third party developed software is between $100,000 and
$150,000. The Partnership expects to fund these expenditures with cash from
operations or borrowings. To date, the Partnership has expended approximately
$230,000.
 
  Risk of Non-Compliance and Contingency Plans. The major applications which
pose the greatest Year 2000 risks for the Partnership if implementation of the
Year 2000 compliance program is not successful are the Partnership's financial
systems applications and the Partnership's supervisory control and data
acquisition ("SCADA") computer system and embedded chip systems in field
equipment. The potential problems if the Year 2000 compliance program is not
successful are disruptions of the Partnership's revenue gathering from and
distribution to its customers and vendors and the inability to perform its
other financial and accounting functions. Failures of embedded chip systems in
field equipment of the Partnership or its customers could disrupt the
Partnership's crude oil transportation, terminalling and storage activities
and gathering and marketing activities.
 
  The goal of the Year 2000 project is to ensure that all of the critical
systems and processes which are under the direct control of Plains Resources
and its business units remain functional. However, because certain systems and
processes may be interrelated with systems outside of the control of Plains
Resources and its business units, there can be no assurance that all
implementations will be successful. Accordingly, as part of the Year 2000
project, contingency and business plans will be developed to respond to any
failures as they may occur. Such contingency and business plans are scheduled
to be completed by mid-year 1999. Management does not expect
 
                                      61

the costs to the Partnership of the Year 2000 project to have a material
adverse effect on the Partnership's financial position, results of operations
or cash flows. Based on information available at this time, however, the
Partnership cannot conclude that any failure of the Partnership or third
parties to achieve Year 2000 compliance will not adversely affect the
Partnership.
 
                                   WINGFOOT
 
RESULTS OF OPERATIONS
 
 Six Months Ended June 30, 1998 and 1997
 
  For the six months ended June 30, 1998, Wingfoot reported net income of $0.2
million on total revenue of $374.7 million compared to net income for the six
months ended June 30, 1997 of $3.2 million on total revenue of $541.7 million.
Wingfoot reported gross margin of $30.1 million for the six months ended June
30, 1998, reflecting a 22% decrease from the $38.6 million reported for the
same period in 1997. Gross profit decreased 22% to $29.1 million for the six
months ended June 30, 1998 as compared to $37.0 million for the same period in
1997.
 
  The following table sets forth certain operating information of Wingfoot for
the periods presented.

                                                                 SIX MONTHS
                                                               ENDED JUNE 30,
                                                               ----------------
                                                                1997     1998
                                                               -------  -------
                                                               (IN THOUSANDS)
                                                                  
      Operating Results:
        Gross margin.......................................... $38,613  $30,116
        General and administrative expense....................  (1,603)  (1,053)
                                                               -------  -------
        Gross profit.......................................... $37,010  $29,063
                                                               =======  =======
      Average Daily Volumes (barrels):
        Tariff Activities.....................................     182      143
        Margin Activities.....................................      25       35
                                                               -------  -------
          Total...............................................     207      178
                                                               =======  =======
 
  The following table sets forth All American Pipeline average deliveries per
day within and outside California for the periods presented.

                                                                 SIX MONTHS
                                                               ENDED JUNE 30,
                                                               ----------------
                                                                1997     1998
                                                               -------  -------
                                                               (IN THOUSANDS)
                                                                  
      Deliveries:
       Average daily volumes (barrels):
       Within California......................................     123      117
       Outside California.....................................      84       61
                                                               -------  -------
                                                                   207      178
                                                               =======  =======

  Tariff revenues were $33.9 million for the six months ended June 30, 1998, a
26% decline from the $47.1 million reported for the same period in 1997. This
decrease in tariff revenues resulted from a 21% decrease in tariff transport
volumes due to a decline in average daily production from the Santa Ynez
field. from 89,000 barrels for the six months ended June 30, 1997 to 69,000
barrels for the same period in 1998. Exxon is currently making certain
facility modifications to the Santa Ynez field that should result in increased
production from this field by the end of 1998. Accordingly, the Partnership
believes that average production from the Santa Ynez field for 1999 will
approximate the average daily volumes received during the first six months of
1998, although
 
                                      62

there can be no assurances in that regard. Most of the production loss from
the Santa Ynez field was of volumes that had been previously transported to
West Texas at an average tariff of $2.83 per barrel. Pipeline volumes related
to Margin Activities increased by 40% to an average of approximately 35,000
barrels per day. The margin between revenue and direct cost of crude oil
purchased increased from $8.8 million for the six months ended June 30, 1997
to $10.2 million for the same period in 1998.
 
  Operations and maintenance expenses (including property taxes) decreased to
$13.9 million for the six months ended June 30, 1998 from $17.3 million for
the comparable period in 1997. This decrease was a function of variable costs
that decrease with reduced transportation volumes and average miles
transported per barrel. General and administrative expenses decreased from
$1.6 million for the six months ended June 30, 1997 to $1.1 million in the
current year period. Such decrease was related to a reduction in expenses
associated with financial consulting fees. Depreciation and amortization
expense was $6.8 million for the six months ended June 30, 1998 compared to
$8.1 million reported for the same period of 1997. The reduction in
depreciation and amortization expense was largely the result of the $64.2
million impairment charge taken at the end of 1997. Interest expense was $21.9
million for the six months ended June 30, 1998, approximately 13% below the
$25.1 million recorded for the same period of 1997, as a result of the
termination of interest charges by Goodyear on May 29, 1998.
 
  Wingfoot recorded pre-tax income for the six months ended June 30, 1998 and
1997 of $0.3 million and $3.8 million, respectively. Variations between
Wingfoot's effective income tax rate and the U.S. federal income tax rate of
35% between the two periods were attributable to state taxes and the valuation
allowance recorded to offset net deferred tax assets.
 
 Three Years Ended December 31, 1997
 
  Wingfoot reported a net loss of $67.1 million for 1997 on total revenues of
$992.3 million compared to a net loss of $847.6 million on total revenues of
$929.3 million for 1996 and net income of $1.8 million on total revenues of
$619.3 million for 1995. Tariff revenues were $82.1 million in 1997, a 26%
decline from the $111.2 million reported in 1996 and a 36% decrease from the
$127.8 million recorded in 1995. Wingfoot reported gross margin of $69.2
million for the year ended December 31, 1997, reflecting an approximate 33%
decrease from the $103.3 million reported for 1996 and an approximate 32%
decrease from 1995. Gross profit totaled $66.4 million for 1997, approximately
34% and 31% below the amounts reported for 1996 and 1995, respectively.
 
  The following table sets forth certain operating information of Wingfoot for
the periods presented.

                                                           YEAR ENDED
                                                          DECEMBER 31,
                                                    ---------------------------
                                                      1995      1996     1997
                                                    --------  --------  -------
                                                         (IN THOUSANDS)
                                                               
Operating Results:
  Gross margin..................................... $101,474  $103,258  $69,166
  General and administrative expense...............   (4,834)   (2,961)  (2,767)
                                                    --------  --------  -------
  Gross profit..................................... $ 96,640  $100,297  $66,399
                                                    ========  ========  =======
Average Daily Volumes (barrels):
  Tariff Activities................................      207       181      165
  Margin Activities................................       10        26       30
                                                    --------  --------  -------
    Total..........................................      217       207      195
                                                    ========  ========  =======

                                      63

  The following table sets forth All American Pipeline average deliveries per
day within and outside California for each of the years in the periods
presented.

                                                                    YEAR ENDED
                                                                   DECEMBER 31,
                                                                  --------------
                                                                  1995 1996 1997
                                                                  ---- ---- ----
                                                                  (IN THOUSANDS)
                                                                   
      Deliveries:
      Average daily volumes (barrels):
        Within California........................................   76   94  127
        Outside California.......................................  141  113   68
                                                                  ---- ---- ----
                                                                   217  207  195
                                                                  ==== ==== ====

  A number of developments over the last three years combined to adversely
affect Wingfoot's operating and financial results. Such developments included:
 
    (i) declines in volumes received from the Santa Ynez and Point Arguello
  fields from 92,000 and 60,000 average daily barrels in 1995 to 85,000 and
  30,000 average daily barrels in 1997;
 
    (ii) a decline in Alaskan North Slope volumes transported on the All
  American Pipeline from an average of 26,000 barrels per day in 1995 to
  16,000 barrels per day in 1996 and 2,000 barrels per day in 1997 as a
  result of the mid-1996 repeal of the ban on the export of Alaskan North
  Slope crude; and
 
    (iii) a reduction in OCS volumes transported to West Texas on the All
  American Pipeline from an average of 73,000 barrels per day in 1995 to
  52,000 barrels per day in 1996 and 16,000 barrels per day in 1997 due to
  overall declines in OCS production volumes, increases in delivery capacity
  to California refineries as well as modifications to California refineries
  which allowed those refineries to process more OCS crude oil.
 
  During 1996, the lower gross margin derived from pipeline Tariff Activities
were more than offset by Wingfoot's Margin Activities. During most of 1996,
U.S. crude oil inventories were at low levels based on historical averages
while refinery demand for prompt month delivery was unusually strong,
resulting in a substantial backward market in crude oil prices. Primarily as a
result of these favorable market conditions, margin between revenues and
direct costs of crude oil purchased was $17 million higher in 1996 as compared
to 1995 and $9 million higher in 1996 as compared to 1997.
 
  Operations and maintenance expense, including property taxes, for 1997
totaled $30.5 million, an 11% decline from 1996's level of $34.3 million and
15% below 1995's level of $35.7 million. Such trend of declining operating and
maintenance costs was a function of variable costs that decrease with reduced
transportation volumes and average miles transported per barrel and Wingfoot's
efforts to reduce its overall cost structure in recognition of the adverse
developments affecting its business activities in 1996.
 
  Total general and administrative expenses were $2.8 million for the year
ended December 31, 1997, compared to $3.0 million and $4.8 million for 1996
and 1995, respectively. Such trend of declining general and administrative
expenses was related to Wingfoot's efforts to reduce its overall cost
structure in recognition of the adverse developments affecting its business
activities.
 
  Depreciation and amortization expense was $80.5 million in 1997, $894.6
million in 1996 and $39.3 million in 1995. Depreciation and amortization
expense for 1997 included an approximate $64.2 million impairment charge
determined using the discounted before-tax expected future cash flows to
Wingfoot from the All American Pipeline. As a result of the adverse industry
developments affecting its business activities discussed above Wingfoot's
management determined that the future cash flows expected to be generated by
the All American Pipeline would be less than its carrying value. In accordance
with SFAS 121, Wingfoot reduced the carrying value of the All American
Pipeline to its then estimated fair value. Accordingly, depreciation and
amortization expense for 1996 includes an $851.9 million impairment charge.

                                      64

  Interest expense is comprised of interest on $705.2 million of long-term
loans from Goodyear and its subsidiaries. Such amounts bear interest annually
at a variable rate, generally tied to LIBOR and other factors relating to the
borrowing capacity of Goodyear and its subsidiaries. Interest expense was
$52.7 million in 1997, $49.0 million in 1996 and $50.9 million in 1995.
 
  Wingfoot recorded pre-tax losses in 1997 and 1996 and recorded $1.5 million
in pre-tax income for 1995. Variations between Wingfoot's effective income tax
rate and the U.S. federal income tax rate of 35% among each of the three years
is attributable to state taxes and the valuation allowance recorded to offset
net deferred tax assets.
 
CREDIT ARRANGEMENTS WITH GOODYEAR
 
  Wingfoot relied heavily upon Goodyear and its subsidiaries for long-term
capital, working capital and credit support. Wingfoot's cash management
program utilized zero-balance accounts, which were funded on a daily basis by
Goodyear and its subsidiaries. Wingfoot's merchant activities involve the
purchase of crude oil for resale and require significant extensions of credit
by Wingfoot's suppliers of crude oil. In order to assure Wingfoot's ability to
perform its obligations under crude purchase agreements, various credit
arrangements were negotiated with Wingfoot's crude suppliers. Such
arrangements included open lines of credit directly with Wingfoot, credit
extensions by Wingfoot's customers that were guaranteed by Goodyear and
standby letters of credit issued under Wingfoot's letter of credit facility.
 
  On April 25, 1994, Wingfoot entered into a term loan with Goodyear and its
subsidiaries under which Wingfoot was permitted to borrow up to $825.0
million. Interest on the loan accrued at a variable rate, generally tied to
LIBOR and other factors relating to the borrowing capacity of Goodyear and its
subsidiaries. At December 31, 1997 and 1996, Wingfoot had $705.2 million
outstanding under this facility. The facility provided for annual mandatory
principal payments of $100.0 million beginning April 30, 1999, $100.0 million
in 2000, $125.0 million in 2001, $150.0 million in 2002, $150.0 million in
2003 and $80.2 million in 2004.
 
  In addition, in 1994 Wingfoot entered into a credit arrangement with an
affiliate of Goodyear under which Wingfoot could borrow up to $250.0 million.
The arrangement provided for a 0.1% annual commitment fee on the daily average
unused amount of the facility and interest on outstanding balances at a
variable rate based on LIBOR. No balances were outstanding at December 31,
1997 and 1996.
 
  At December 31, 1997 and 1996, Wingfoot had short-term debt of $102.4
million and $56.6 million, respectively, resulting from advances by Goodyear
and its subsidiaries to fund working capital. Such advances did not accrue
interest and were payable on demand.
 
  In connection with the acquisition of the All American Pipeline and the SJV
Gathering System, Wingfoot committed to repay the outstanding related party
debt with Goodyear and its subsidiaries (including all accrued interest) prior
to closing. On June 15, 1998, Goodyear made a capital contribution of $866.1
million and a cash payment of $15.5 million for repayments to Wingfoot. Upon
receipt of the aggregate $881.6 million, Wingfoot paid Goodyear $865.2 million
($843.3 million for repayment of certain outstanding related party debt and
accrued interest at December 31, 1997 and $22.0 million for repayment of
related party accrued interest from January 1, 1998 to May 29, 1998) and
remitted the remaining $16.4 million to Goodyear for payment of certain other
liabilities to be assumed by Goodyear following the sale of the All American
Pipeline and SJV Gathering System to the General Partner.
 
  At December 31, 1997 and 1996, Wingfoot had a short-term uncommitted credit
arrangement totaling $3.0 million and $1.5 million, respectively, of which
$2.9 million and $1.2 million, respectively was unused. This arrangement
provided for interest at LIBOR plus 0.75%. There were no commitment fees or
compensating balances associated with this arrangement.

                                      65

                         PLAINS MIDSTREAM SUBSIDIARIES
 
RESULTS OF OPERATIONS
 
 Six Months Ended June 30, 1998 and 1997
 
  For the six months ended June 30, 1998, the Plains Midstream Subsidiaries
reported net income of $2.9 million on total revenue of $330.7 million
compared to net income for the same period of 1997 of $1.1 million on total
revenue of $343.0 million.
 
  The following table sets forth certain operating information of the Plains
Midstream Subsidiaries for the periods presented.

                                                                 SIX MONTHS
                                                               ENDED JUNE 30,
                                                               ----------------
                                                                1997     1998
                                                               -------  -------
                                                               (IN THOUSANDS)
                                                                  
      Operating Results:
        Gross margin.......................................... $ 5,530  $ 9,200
        General and administrative expense....................  (1,706)  (2,041)
                                                               -------  -------
        Gross profit.......................................... $ 3,824  $ 7,159
                                                               =======  =======
      Average Daily Volumes (barrels):
        Lease gathering.......................................      67       82
        Bulk purchases........................................      43      102
        Terminal throughput...................................      84       75

  The Plains Midstream Subsidiaries reported gross margin of $9.2 million for
the six months ended June 30, 1998, reflecting a 66% increase over the $5.5
million reported for the same period in 1997. Net of interest expense
associated with contango inventory transactions, gross margin and gross profit
for the six months ended June 30, 1998 were $8.9 million and $6.8 million,
respectively, representing increases of approximately 62% and 81% over the
1997 amounts. The increase in gross margin was primarily attributable to an
increase in the volumes gathered and marketed in West Texas, Louisiana and the
Gulf of Mexico of approximately 22% to 82,000 barrels per day for the six
months ended June 30, 1998 from 67,000 barrels per day during the same period
in 1997. The balance of the increase in gross margin was a result of an
increase in bulk purchases and profits created by arbitrage opportunities
associated with a contango market. Because of higher use of storage in a
contango market, the average volumes terminalled through the Cushing Terminal
decreased about 11,000 barrels per day to 64,000 barrels during the six months
ended June 30, 1998 from 75,000 barrels per day in the same period in 1997.
 
  General and administrative expenses increased from $1.7 million for the six
months ended June 30, 1997 to $2.0 million for the same period in 1998
primarily as a result of additional personnel hired to further expand
marketing activities. Depreciation and amortization was $0.6 million for the
six months ended June 30, 1998 as well as for the first six months of 1997.
Interest expense was $1.8 million for the six months ended June 30, 1998,
approximately 17% higher than the $1.6 million recorded in the same period of
1997 due to interest associated with contango inventory transactions.
 
  The Plains Midstream Subsidiaries are included in the consolidated federal
income tax return of Plains Resources. Federal income taxes are calculated as
if the Plains Midstream Subsidiaries had filed its return on a separate
company basis utilizing a statutory rate of 35%. Such amounts calculated are
payable to Plains Resources under the tax sharing agreement between the Plains
Midstream Subsidiaries and Plains Resources. For the six months ended June 30,
1998, the Plains Midstream Subsidiaries recognized a current tax provision of
$1.1 million and a deferred tax provision of $0.7 million. For the comparative
1997 period, the Plains Midstream Subsidiaries reported a current tax
provision of $0.1 million and a deferred tax provision of $0.5 million. The
increase in tax expense is due to the increase in income before taxes between
the two periods and an increase in the effective tax rate.
 
                                      66

 Three Years Ended December 31, 1997
 
  For 1997, the Plains Midstream Subsidiaries reported net income of $2.1
million on total revenue of $752.5 million compared to net income for 1996 of
$1.2 million on total revenue of $531.7 million. The Plains Midstream
Subsidiaries reported a net loss of $0.2 million for 1995 on total revenue of
$339.8 million.
 
  The following table sets forth certain operating information of the Plains
Midstream Subsidiaries for the periods presented.

                                                            YEAR ENDED
                                                           DECEMBER 31,
                                                      -------------------------
                                                       1995     1996     1997
                                                      -------  -------  -------
                                                          (IN THOUSANDS)
                                                               
      Operating Results:
        Gross margin................................. $ 6,366  $ 9,531  $12,480
        General and administrative expense...........  (2,415)  (2,974)  (3,529)
                                                      -------  -------  -------
        Gross profit................................. $ 3,951  $ 6,557  $ 8,951
                                                      =======  =======  =======
      Average Daily Volumes (barrels):
        Lease gathering..............................      46       59       71
        Bulk purchases...............................      10       32       49
        Terminal throughput..........................      43       59       77

  The Plains Midstream Subsidiaries reported gross margin of $12.5 million for
the year ended December 31, 1997, reflecting a 31% increase over the $9.5
million reported for the 1996 period and an approximate 96% increase over
1995. Gross profit totaled $9.0 million for 1997, approximately 37% and 127%
over the amounts reported for 1996 and 1995, respectively. Net of interest
expense associated with contango inventory transactions, gross margin and
gross profit for 1997 were $11.6 million and $8.1 million, respectively,
representing increases of approximately 22% and 23% over the 1996 respective
amounts. The Plains Midstream Subsidiaries did not have any material contango
inventory transactions in 1996 or 1995.
 
  The increases in revenues and profitability are primarily due to increased
lease gathering and bulk purchases in West Texas, Louisiana and the Gulf of
Mexico and activities at the Cushing Terminal. Profitability attributable to
the Plains Midstream Subsidiaries' terminalling and storage activities is
generally counter cyclical to their crude oil gathering and marketing
activities. Terminalling and storage margins were generally stronger in 1997
during a contango market, and marketing margins were stronger in 1996 and 1995
during a predominantly backward market.
 
  Total general and administrative expenses were $3.5 million for the year
ended December 31, 1997, compared to $3.0 million and $2.4 million for 1996
and 1995, respectively. Such increases were primarily attributable to
increased personnel as a result of the continued expansion of the Plains
Midstream Subsidiaries' terminalling and storage activities and gathering and
marketing activities. Depreciation and amortization was $1.2 million in 1997,
$1.1 million in 1996 and $0.9 million in 1995. The increase during 1996 and
1997 was attributable to normal additions and retirements of equipment, and
the addition of the Ingleside Terminal which was acquired during the first
quarter of 1996.
 
  Interest expense is comprised principally of interest charged to the Plains
Midstream Subsidiaries by Plains Resources for amounts borrowed to construct
the Cushing Terminal in 1993 and subsequent capital additions, including the
Ingleside Terminal. The interest rate on the Cushing Terminal construction
loan is 10 1/4%. Interest expense also includes interest incurred in
connection with contango inventory transactions of $0.9 million in 1997.
Aggregate interest expense was $4.5 million in 1997, $3.6 million in 1996 and
$3.5 million in 1995. The increase in 1997 was primarily due to higher short-
term borrowings associated with contango crude oil inventory transactions.
 
                                      67

  The Plains Midstream Subsidiaries reported a total tax provision of
approximately $1.3 million and $0.7 million for 1997 and 1996, respectively
and a tax benefit of $0.1 million for 1995. The increase in tax expense is due
primarily to the increase in income before taxes. For 1997, approximately $1.1
million of the tax provision was deferred and the remainder was currently
payable. In 1995 and 1996, substantially all of the Plains Midstream
Subsidiaries' tax provision was deferred.
 
                                      68

                                   BUSINESS
 
GENERAL
 
  The Partnership was recently formed to acquire and operate the midstream
crude oil business and assets of Plains Resources. The Partnership is engaged
in interstate and intrastate crude oil pipeline transportation and crude oil
terminalling and storage activities and gathering and marketing activities.
The Partnership's operations are concentrated in California, Texas, Oklahoma,
Louisiana and the Gulf of Mexico.
 
  The Partnership owns and operates the All American Pipeline, a 1,233-mile
seasonally heated, 30-inch, common carrier crude oil pipeline extending from
California to West Texas, and the SJV Gathering System, a 45-mile, 16-inch,
crude oil gathering system in the San Joaquin Valley of California, both of
which it purchased from Goodyear in July 1998 for approximately $400 million.
The All American Pipeline is one of the newest interstate crude oil pipelines
in the United States, having been constructed by Goodyear between 1985 and
1987 at a cost of approximately $1.6 billion, and is the largest capacity
crude oil pipeline connecting California and Texas, with a design capacity of
300,000 barrels per day of heavy crude oil. In West Texas, the All American
Pipeline interconnects with other crude oil pipelines that serve the Gulf
Coast and the Cushing Interchange, the largest crude oil trading hub in the
United States and the designated delivery point for NYMEX crude oil futures
contracts.
 
  Production currently transported on the All American Pipeline originates
from the Santa Ynez field operated by Exxon and the Point Arguello field
operated by Chevron, both offshore California, and from the San Joaquin
Valley. Exxon and Chevron, as well as Texaco and Oryx, which are other working
interest owners, are contractually obligated to ship all of their production
from these offshore fields on the All American Pipeline through August 2007.
The SJV Gathering System is used primarily to transport crude oil from fields
in the San Joaquin Valley to the All American Pipeline and to intrastate
pipelines owned by third parties. The capacity of the SJV Gathering System is
approximately 140,000 barrels per day. In addition to transporting third-party
volumes for a tariff, the Partnership is engaged in certain merchant
activities designed to capture price differentials between the cost to
purchase and transport crude oil to a sales point and the price received for
such crude oil at the sales point.
 
  At the Cushing Interchange, the Partnership owns and operates the Cushing
Terminal, a two million barrel, above-ground crude oil terminalling and
storage facility that has an estimated daily throughput capacity of
approximately 800,000 barrels per day. The Cushing Terminal was completed in
1993, making it the most modern facility in the area, and includes state-of-
the-art design features. The Partnership has initiated an expansion project
that will add one million barrels of storage capacity at an aggregate cost of
approximately $10 million. The expansion project is expected to be completed
by mid-1999. Upon completion of the expansion project, the Cushing Terminal
will be the third largest facility at the Cushing Interchange (and the largest
not owned by a major oil company) with an estimated 12% of that area's storage
capacity. The Partnership also owns 586,000 barrels of tank capacity along the
SJV Gathering System, 955,000 barrels of tank capacity along the All American
Pipeline and 360,000 barrels of tank capacity at the Ingleside Terminal on the
Gulf Coast.
 
  The Partnership's terminalling and storage operations generate revenue from
the Cushing Terminal through a combination of storage and throughput fees from
(i) refiners and gatherers seeking to segregate or custom blend crude oil for
refining feedstocks, (ii) pipelines, refiners and traders requiring segregated
tankage for foreign crude oil, (iii) traders who make or take delivery under
NYMEX contracts and (iv) producers seeking to increase their marketing
alternatives. The Cushing Terminal and the Partnership's other storage
facilities also facilitate the Partnership's merchant activities by enabling
the Partnership to buy and store crude oil when the price of crude oil in a
given month is less than the price of crude oil in a subsequent month (a
"contango" market) and to simultaneously sell crude oil futures contracts for
delivery of the crude oil in such subsequent month at the higher futures
price, thereby locking in a profit.
 
  The Partnership's gathering and marketing operations include the purchase of
crude oil at the wellhead and the bulk purchase of crude oil at pipeline and
terminal facilities, the transportation of the crude oil on trucks,
 
                                      69

barges or pipelines, and the subsequent resale or exchange of the crude oil at
various points along the crude oil distribution chain. The crude oil
distribution chain extends from the wellhead where crude oil moves by truck
and gathering systems to terminal and pipeline injection stations and major
pipelines and is transported to major crude oil trading locations for ultimate
consumption by refineries. In many cases, the Partnership matches supply and
demand needs by performing a merchant function--generating gathering and
marketing margins by buying crude oil at competitive prices, efficiently
transporting or exchanging the crude oil along the distribution chain and
marketing the crude oil to refineries or other customers. When there is a
higher demand than supply of crude oil in the near term, the price of crude
oil in a given month exceeds the price of crude oil in a subsequent month (a
"backward" market). A backward market has a positive impact on marketing
margins because crude oil gatherers can continue to purchase crude oil from
producers at a fixed premium to posted prices while selling crude oil at a
higher premium to such prices. Likewise, since a premium is paid for prompt
deliveries, storage opportunities are generally not profitable.
 
  For the year ended December 31, 1997, the Partnership's pro forma gross
margin, EBITDA and net income totaled $83.3 million, $77.0 million and $52.4
million, respectively. For the six months ended June 30, 1998, the
Partnership's pro forma gross margin, EBITDA and net income totaled $40.3
million, $36.8 million and $24.5 million, respectively. On a pro forma basis,
the All American Pipeline and the SJV Gathering System accounted for
approximately 75% of the Partnership's gross margin for the six-month period
ended June 30, 1998, while the terminalling and storage activities and
gathering and marketing activities accounted for approximately 25%.
 
MARKET OVERVIEW
 
  The Department of Energy segregates the United States into five PADDs to
facilitate continued crude oil supply to key refining areas in the event of a
national emergency. The oil industry utilizes these districts in reporting
statistics regarding crude oil supply and demand. The All American Pipeline
serves, directly or through connecting lines, PADD V, which consists of seven
western states, including Alaska and Hawaii, PADD II, which consists of 15
states in the Midwest, and PADD III, which consists of six states located in
the South, principally bordering the Gulf of Mexico. The table below sets
forth supply, demand and shortfall information for each PADD for 1997 and is
derived from information published by the Energy Information Administration.

                                                   REFINERY REGIONAL  SUPPLY
       PETROLEUM ADMINISTRATION DEFENSE DISTRICT    DEMAND   SUPPLY  SHORTFALL
       -----------------------------------------   -------- -------- ---------
                                                    (MILLIONS OF BARRELS PER
                                                              DAY)
                                                            
      PADD I (East Coast).........................    1.5     0.0       1.5
      PADD II (Midwest)...........................    3.4     0.6       2.8
      PADD III (South)............................    6.8     3.3       3.5
      PADD IV (Rockies)...........................    0.5     0.4       0.1
      PADD V (West Coast).........................    2.5     2.2       0.3
                                                     ----     ---       ---
        Total.....................................   14.7     6.5       8.2
                                                     ====     ===       ===

  As reflected in the table above, only 17% of the total refinery demand for
crude oil in PADD II can be supplied with crude oil produced in PADD II, with
the remainder (approximately 2.8 million barrels per day) provided by intra-
U.S. transfers of domestic crude oil production and imports from Canada and
foreign sources. In the 14-year period ending December 31, 1997, production
from PADD II has fallen approximately 48%, declining from approximately 1.1
million barrels per day in 1984 to approximately 560,000 barrels per day in
1997. Over this same time period, refinery demand for crude oil in this area
has risen approximately 21%, increasing from approximately 2.8 million barrels
per day in 1984 to approximately 3.4 million barrels per day in 1997.
Accordingly, over the last 14 years PADD II's reliance on sources outside the
region has increased by approximately 1.1 million barrels per day.
Historically, PADD II refiners have relied on California crude oil production
to meet a portion of their refinery input requirements.
 
  Within PADD V, the supply/demand trend is quite different. Despite
significant population growth, PADD V refinery inputs (crude oil demand) have
decreased from a high of approximately 2.6 million barrels per
 
                                      70

day in 1989 to an average of approximately 2.5 million barrels per day over
the last four years. This net decrease in refinery inputs is primarily due to
(i) a reduction in the number of operating refineries and (ii) an increase in
the conversion capacity of California refineries (which represent
approximately 70% of the total PADD V refinery inputs). Between 1985 and 1997,
the number of operating California refineries has declined from 34 (at
approximately 79% of total capacity) to 23 (at approximately 94% of total
capacity). A portion of the refining capacity lost due to these refinery shut
downs has been replaced as the remaining refineries in operation have
increased their capacity while upgrading their facilities to produce
legislatively mandated cleaner burning gasolines. As California refineries
have become more efficient, producing greater volumes of higher value products
such as gasoline from a lesser quantity of crude oil, overall refinery demand
for crude oil in PADD V has decreased. Excluding Hawaii, which imports
approximately 80,000 barrels per day of foreign crude oil, and taking into
account geographically captive Canadian volumes that are transported to the
Washington state area, PADD V supply currently exceeds demand. Furthermore,
the Partnership believes that, based on public announcements by a number of
major and independent oil companies, production levels in California and
Alaska may increase over the next several years. Accordingly, the Partnership
believes that the All American Pipeline will continue to be used to transport
California crude oil to connections with pipelines in Texas that will deliver
such crude oil to the Cushing Interchange in PADD II as well as the Gulf Coast
areas in PADD III.
 
BUSINESS STRATEGY AND COMPETITIVE STRENGTHS
 
  The Partnership's strategy is to capitalize on demand driven opportunities
in the Midwest refining markets in PADD II and supply driven opportunities in
the oil producing regions of California by combining the strategic location
and unique capabilities of its asset base with its extensive marketing and
distribution expertise to enhance and optimize its operating margins.
 
  The Partnership intends to execute its business strategy by (i) increasing
throughput on the All American Pipeline through an aggressive lease gathering
program in the San Joaquin Valley and through additional connections with
other California crude pipelines and producers, (ii) realizing cost
efficiencies through operational improvements and potential strategic
alliances, (iii) utilizing the Cushing Terminal in conjunction with the
Partnership's other assets to profit from merchant activities that take
advantage of crude oil pricing and quality differentials and (iv) pursuing
strategic and accretive acquisitions of crude oil pipeline assets, gathering
systems and terminalling and storage facilities which complement the
Partnership's existing asset base and distribution capabilities.
 
  The Partnership believes it is well positioned to capitalize on such
opportunities due to the following competitive strengths:
 
  . Strategically Located, but Underutilized Pipeline Assets. The All
    American Pipeline is the largest crude oil pipeline connecting California
    to West Texas and, depending on the pipeline segment, is operating at
    approximately 20% to 35% of its designed 300,000 barrel per day capacity.
    If plans announced by a competing interstate crude oil pipeline to
    convert to a gas transmission pipeline are implemented, the All American
    Pipeline will be the only crude oil pipeline available to transport crude
    oil from California to West Texas. The SJV Gathering System is one of the
    largest crude oil gathering systems in the San Joaquin Valley of
    California, one of the most prolific crude oil producing regions in the
    lower 48 states. The SJV Gathering System is operating at approximately
    65% of its total 140,000 barrel per day capacity. Because a major portion
    of the All American Pipeline and the SJV Gathering System's operating
    costs are fixed, any increased utilization should result in incremental
    gross margin. In addition, because the All American Pipeline and the SJV
    Gathering System are relatively new, the Partnership expects that the
    maintenance capital expenditures required for these assets will be
    modest.
 
  . Versatility of Cushing Terminal. Completed in 1993, the Cushing Terminal
    is the most modern terminalling and storage facility at the Cushing
    Interchange, incorporating state-of-the-art environmental safeguards and
    operational enhancements designed to safely and efficiently terminal,
    store, blend and
 
                                      71

    segregate large volumes and multiple varieties of both foreign and
    domestic crude oil. The Cushing Terminal has the ability to (i)
    sequentially store sweet and sour crude oil in the same tank without
    compromising crude integrity, (ii) segregate up to 18 different varieties
    of crude oil, (iii) receive and deliver crude oil at the connecting
    pipelines' maximum operating capacities and (iv) operate with fewer
    employees than its competitors due to its high level of automation. Due
    to the Partnership's ownership of a significant portion of the
    undeveloped land within the Cushing Interchange and its large manifold
    and pumping system, the Cushing Terminal can be readily expanded, should
    market conditions warrant, to support up to ten million barrels of tank
    capacity.
 
  . Specialized Crude Oil Market Knowledge. The marketing of crude oil is
    complex and requires detailed current knowledge of crude oil sources and
    end markets and a familiarity with a number of factors including grades
    of crude oil, individual refinery demand for specific grades of crude
    oil, area market price structures for the different grades of crude oil,
    location of customers, availability of transportation facilities and
    timing and costs (including storage) involved in delivering crude oil to
    the appropriate customer. The Partnership believes that its business
    relationships with participants in all phases of the crude oil
    distribution chain, from crude oil producers to refiners, as well as its
    own industry expertise, provide the Partnership a comprehensive
    understanding of the U.S. crude oil markets. The Partnership has existing
    business relationships with crude oil producers representing over 80% of
    California production and substantially all of the Midwest refiners. The
    Partnership believes that its specialized crude oil market knowledge, in
    conjunction with its unique asset base, will enable the Partnership to
    exploit inefficiencies throughout the crude oil distribution chain.
 
  . Counter-Cyclical Balance Among the Partnership's Business Activities. The
    Partnership believes that the counter-cyclical nature of its terminalling
    and storage assets, which typically prosper in contango crude oil
    markets, and its gathering and marketing assets, which typically prosper
    in backward crude oil markets, combined with the long-term nature of the
    contracts on its All American Pipeline, will have a stabilizing effect on
    the Partnership's cash flow from operations.
 
  . Flexibility to Pursue Expansion and Acquisition Opportunities. The
    Partnership will enter into the $225 million Bank Credit Agreement
    comprised of the $175 million Term Loan Facility and the $50 million
    Revolving Credit Facility. Upon closing of this offering, the Partnership
    will have total debt outstanding of $175 million and unused borrowing
    capacity of $50 million. In combination with its ability to issue new
    Units, the Partnership has significant resources to finance strategic
    expansion and acquisition opportunities.
 
  . Experienced Management Team. The Partnership's senior management team has
    an average of more than 15 years industry experience, with an average of
    over 10 years with the Partnership or its predecessors and affiliates. In
    order to incentivize management and employees, the Partnership has
    adopted a Long-Term Incentive Plan pursuant to which Common Units will be
    awarded to employees of the General Partner in order to align their
    economic interests with those of Common Unitholders. In addition, the
    Partnership's Management Incentive Plan provides for cash bonuses to
    operating personnel based on the financial performance of the
    Partnership.
 
CRUDE OIL PIPELINE OPERATIONS
 
 All American Pipeline
 
  The All American Pipeline is a common carrier crude oil pipeline system that
transports crude oil produced from fields offshore and onshore California to
locations in California and West Texas pursuant to tariff rates regulated by
the FERC. As a common carrier, the All American Pipeline offers transportation
services to any shipper of crude oil, provided that the crude oil tendered for
transportation satisfies the conditions and specifications contained in the
applicable tariff. The All American Pipeline transports crude oil for third
parties as well as for the Partnership.

                                       72

  The All American Pipeline is comprised of a heated pipeline system which
extends approximately 10 miles from Exxon's onshore facilities at Las Flores
on the California coast to Chevron's onshore facilities at Gaviota, California
(24-inch diameter pipe) and continues from Gaviota approximately 1,223 miles
through Arizona and New Mexico to West Texas (30-inch diameter pipe) where it
interconnects with other pipelines. These interconnecting common carrier
pipelines transport crude oil to the refineries located along the Gulf Coast
and to the Cushing Interchange. At the Cushing Interchange, these pipelines
connect with other pipelines that deliver crude oil to Midwest refiners. The
All American Pipeline also includes various pumping and heating stations, as
well as approximately one million barrels of crude oil storage tank capacity
to facilitate the transportation of crude oil. The tank capacity is located at
stations in Sisquoc, Pentland and Cadiz, California, and at the station in
Wink, Texas. In addition to facilitating transportation, the Partnership
believes that such tankage will offer arbitrage opportunities for the
Partnership. Unlike many common carrier pipelines, the Partnership owns
approximately 5.0 million barrels of crude oil that is used to maintain the
All American Pipeline's linefill requirements.
 
  The All American Pipeline has a designed throughput capacity of 300,000
barrels per day of heavy crude oil and larger volumes of lighter crude oils.
As currently configured, the pipeline's daily throughput capacity is
approximately 216,000 barrels of heavy oil. In order to achieve designed
capacity, certain nominal capital expenditures would be required. The All
American Pipeline is operated from a control room in Bakersfield, California
with a SCADA computer system designed to continuously monitor quantities of
crude oil injected in and delivered through the All American Pipeline as well
as pressure and temperature variations. This technology also allows for the
batching of several different types of crude oil with varying gravities. The
SCADA system is designed to enhance leak detection capabilities and provides
for remote-controlled shut-down at every pump station on the All American
Pipeline. Pumping stations are linked by telephone and microwave communication
systems for remote-control operation of the All American Pipeline which allows
most of the pump stations to operate without full time site personnel.
 
  The Partnership performs scheduled maintenance on the pipeline and makes
repairs and replacements when necessary or appropriate. As one of the most
recently constructed major crude oil pipeline systems in the United States,
the All American Pipeline requires a relatively low level of maintenance
capital expenditures. The Partnership attempts to control corrosion of the
pipeline through the use of corrosion inhibiting chemicals injected into the
crude stream, external pipe coatings and an anode bed based cathodic
protection system. The Partnership monitors the structural integrity of the
All American Pipeline through a program of periodic internal inspections using
electronic "smart pig" instruments. The Partnership conducts a weekly aerial
surveillance of the entire pipeline and right-of-way to monitor activities or
encroachments on rights-of-way. Maintenance facilities containing equipment
for pipe repair, digging and light equipment maintenance are strategically
located along the pipeline. The Partnership believes that the All American
Pipeline has been constructed and is maintained in all material respects in
accordance with applicable federal, state and local laws and regulations,
standards prescribed by the American Petroleum Institute and accepted industry
practice.
 
  Following the acquisition of the All American Pipeline and SJV Gathering
System, the Partnership has taken certain actions to improve operating
efficiencies, including implementing a reorganization to reduce personnel
costs, initiating a renegotiation of certain electrical contracts and seeking
reductions in property taxes.
 
 System Supply
 
  The All American Pipeline transports several different types of crude oil,
including (i) OCS crude oil received at the onshore facilities of the Santa
Ynez field at Las Flores, California and the onshore facilities of the Point
Arguello field located at Gaviota, California, (ii) Elk Hills crude oil,
received at Pentland, California from a connection with the SJV Gathering
System and (iii) various crude oil blends received at Pentland from the SJV
Gathering System, including West Coast Heavy and Mojave Blend.
 
  OCS Supply. Exxon, which owns all of the Santa Ynez production, and Chevron,
Texaco and Oryx, which own approximately one-half of the Point Arguello
production, have entered into transportation agreements
 
                                      73

committing to transport all of their production from these fields on the All
American Pipeline. These agreements, which expire in August 2007, provide for
a minimum tariff with annual escalations. Currently, the tariffs average $1.40
per barrel for deliveries to connecting pipelines in California and $2.96 per
barrel for deliveries to connecting pipelines in West Texas. The agreements do
not require these owners to transport a minimum volume. The producers from the
Point Arguello field who do not have contracts with the Partnership have no
other means of transporting their production and, therefore, ship their
volumes on the All American Pipeline at the posted tariffs. During the first
six months of 1998, approximately $17 million, or 43%, of the Partnership's
gross margin was attributable to volumes received from the Santa Ynez field
and approximately $7 million, or 18%, was attributable to volumes received
from the Point Arguello field. Transportation of volumes from the Point
Arguello field on the All American Pipeline commenced in 1991 and from the
Santa Ynez field in 1994. The table below sets forth the historical volumes
received from both of these fields.

                                                                        SIX
                                                                      MONTHS
                                                                       ENDED
                                       YEAR ENDED DECEMBER 31,       JUNE 30,
                                  ---------------------------------- ---------
                                  1991 1992 1993 1994 1995 1996 1997 1997 1998
                                  ---- ---- ---- ---- ---- ---- ---- ---- ----
                                          (BARRELS IN THOUSANDS)
                                               
Average Daily Volumes Received
 From:
  Point Arguello (at Gaviota)....  29   47   63   73   60   41   30   31   28
  Santa Ynez (at Las Flores).....   -    -    -   34   92   95   85   89   69
                                  ---  ---  ---  ---  ---  ---  ---  ---  ---
    Total........................  29   47   63  107  152  136  115  120   97
                                  ===  ===  ===  ===  ===  ===  ===  ===  ===

  The Partnership anticipates that production from the Point Arguello field
will continue to decline at percentage rates which approximate historical
decline rates, but that average production received from the Santa Ynez field
for 1999 will approximate the average production received during the first six
months of 1998, once certain facility modifications are completed by Exxon.
Although the Partnership anticipates that these modifications will be
completed prior to January 1, 1999, there can be no assurance with respect to
such completion or to the volumes ultimately produced.
 
  According to information published by the Minerals Management Service
("MMS"), significant additional proved, undeveloped reserves have been
identified offshore California which have the potential to be delivered on the
All American Pipeline. Deliveries on the All American Pipeline depend on a
number of factors beyond the Partnership's control, including (i) the economic
feasibility of developing the reserves, (ii) the economic feasibility of
connecting such reserves to the All American Pipeline and (iii) the ability of
the owners of such reserves to obtain the necessary governmental approvals to
develop such reserves. The owners of these reserves are currently
participating in a study (California Offshore Oil and Gas Energy Resources,
"COOGER") with various private organizations and regulatory agencies to
determine the best sites to locate onshore facilities that will be required to
handle and process potential production from these undeveloped fields as well
as the best methods of controlling potential environmental dangers associated
with offshore drilling and production. These owners have also agreed to
suspend drilling on the undeveloped leases until the COOGER study is
completed. The COOGER study is anticipated to be completed by March 31, 1999,
at which time owners of these undeveloped reserves are required to submit
their development plans to the MMS. There can be no assurance that the owners
will develop such reserves, that the MMS will approve development plans or
that future regulations or litigation will not prevent or retard their
ultimate development and production. There also can be no assurance that if
such reserves were to be developed, a competing pipeline might not be built to
transport the production. In addition, a June 12, 1998 Executive Order of the
President of the United States extends until the year 2012 a statutory
moratorium on new leasing of offshore California fields. Existing fields are
authorized to continue production, but federal, state and local agencies may
restrict permits and authorizations for their development, and may restrict
new onshore facilities designed to serve offshore production of crude oil. Any
such restrictions, should they be imposed, could adversely affect the future
delivery of crude oil to the All American Pipeline.
 
                                      74

  San Joaquin Valley Supply. In addition to OCS production, crude oil from
fields in the San Joaquin Valley is delivered into the All American Pipeline
at Pentland through connections with the SJV Gathering System and pipelines
operated by Koch and ARCO. The San Joaquin Valley is one of the most prolific
oil producing regions in the continental United States, producing
approximately 591,000 barrels per day of crude oil during the first six months
of 1998 that accounted for approximately 65% of total California production
and 11% of the total production in the lower 48 states. The following table
reflects the historical production for the San Joaquin Valley as well as total
California production (excluding OCS volumes) as reported by the California
Division of Oil and Gas.

                                                                                SIX MONTHS
                                        YEAR ENDED DECEMBER 31,                    ENDED
                         ------------------------------------------------------  JUNE 30,
                         1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997    1998
                         ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- -----------
                                         (BARRELS IN THOUSANDS)
                                            
Average Daily Volumes:
  San Joaquin
   production........... 700  689  646  629  634  609  588  578  569  579  584          591
  Total California
   production (excluding
   OCS volumes)......... 999  969  907  879  875  835  803  784  764  772  781          781

  Drilling and exploitation activities have increased in the San Joaquin
Valley over the last few years, primarily due to the change in ownership of
several large fields, technological advances in horizontal drilling and steam
assisted recovery methods that have improved the overall economics of field
development and reductions in the operating costs of these fields. Based on
public statements by a number of oil companies, the Partnership believes that
the outlook for increased production levels in California is favorable. For
example, the Partnership believes that the February 1998 purchase by
Occidental from the U.S. government of the Elk Hills field, the former
strategic petroleum Naval Reserve, may result in increased production as
Occidental exploits these crude oil reserves. The Partnership also believes
that the All American Pipeline is well positioned to transport any additional
crude oil production resulting from these projects.
 
  Alaskan North Slope Supply. Historically, the All American Pipeline had also
transported volumes of Alaskan North Slope crude oil. In 1996, the U.S.
government repealed the export ban on crude oil produced from the Alaskan
North Slope which had effectively prohibited the sale of Alaskan North Slope
crude oil to sources outside the U.S. Prior to its repeal, this ban had the
impact of increasing volumes of crude oil delivered into the California
market. Shipments of Alaskan North Slope crude oil on the All American
Pipeline ceased in February 1997, shortly after the repeal of the export ban.
In addition, in August 1998, ARCO announced that the only pipeline which had
the ability to bring Alaskan North Slope crude oil to the All American
Pipeline will be sold and converted to natural gas service. Upon such
conversion, Alaskan North Slope crude oil will no longer be physically capable
of being delivered into the All American Pipeline. While the Partnership does
not expect to transport any volumes of Alaskan North Slope crude oil on the
All American Pipeline in the near term, it does believe, based on public
disclosures by the major producers of Alaskan North Slope crude oil, that the
outlook for increased Alaskan North Slope production is favorable. To the
extent additional Alaskan North Slope production is realized and shipped to
the West Coast, the supply/demand balance on the West Coast would be favorably
impacted for the Partnership.
 
 System Demand
 
  Deliveries from the All American Pipeline are made to refineries within
California, along the Gulf Coast or in the Midwest through connecting
pipelines of other companies. Demand for crude oil shipped on the All American
Pipeline in each of these markets is affected by numerous factors, including
refinery utilization and crude oil slate requirements, regional crude oil
production, foreign imports, intra-U.S. transfers of crude oil and the price
differential (net of transportation cost) between the California and Midwest
markets.
 
  Deliveries are made to California refineries through connections with third
party pipelines at Sisquoc, Pentland and Mojave. The deliveries at Sisquoc and
Pentland are OCS crude oil while the deliveries at Mojave are primarily Mojave
Blend. Crude oil transported to West Texas is primarily West Coast Heavy and
is delivered
 
                                      75

to third party pipelines at Wink and McCamey, Texas. At Wink, West Coast Heavy
crude is blended with Domestic Sweet Crude to increase the gravity (the blend
is commonly referred to as West Coast Sour), permitting delivery into third
party pipelines that can transport the crude to the Cushing Interchange. At
McCamey, West Coast Heavy and OCS crude oil are delivered to a third party
pipeline that supplies refiners on the Gulf Coast.
 
  The following table sets forth All American Pipeline average deliveries per
day within and outside California for each of the years in the five-year
period ended December 31, 1997 and for the six months ended June 30, 1997 and
1998.

                                                                         SIX
                                                                       MONTHS
                                                                        ENDED
                                             YEAR ENDED DECEMBER 31,  JUNE 30,
                                             ------------------------ ---------
                                             1993 1994 1995 1996 1997 1997 1998
                                             ---- ---- ---- ---- ---- ---- ----
                                                   (BARRELS IN THOUSANDS)
                                                      
Average Daily Volumes Delivered To:
 California
  Sisquoc...................................   4   21   11   17   21   14   23
  Pentland..................................  58   56   65   71   74   71   72
  Mojave....................................   -    -    -    6   32   38   22
                                             ---  ---  ---  ---  ---  ---  ---
    Total California........................  62   77   76   94  127  123  117
 Texas...................................... 122  108  141  113   68   84   61
                                             ---  ---  ---  ---  ---  ---  ---
    Total................................... 184  185  217  207  195  207  178
                                             ===  ===  ===  ===  ===  ===  ===

 SJV Gathering System
 
  The SJV Gathering System is a proprietary pipeline system that only
transports crude oil purchased by entities owned by the Partnership. As a
proprietary pipeline, the SJV Gathering System is not subject to common
carrier regulations and does not transport crude oil for third parties. The
primary purpose of the pipeline is to gather crude oil from various sources in
the San Joaquin Valley and to blend such crude oil along the pipeline system
in order to deliver either West Coast Heavy or Mojave Blend into the All
American Pipeline. Certain crude streams are segregated and delivered into
either the All American Pipeline or to third party pipelines connected to the
SJV Gathering System.
 
  The SJV Gathering System was constructed in 1987 with a design capacity of
approximately 140,000 barrels per day. The system consists of a 16-inch
pipeline that originates at the Belridge station and extends 45 miles south to
a connection with the All American Pipeline at the Pentland station. The SJV
Gathering System is connected to several fields, including the South Belridge,
Elk Hills and Midway Sunset fields, three of the seven largest producing
fields in the lower 48 states. The SJV Gathering System also includes
approximately 586,000 barrels of tank capacity, which has historically been
used to facilitate movements along the system. The Partnership believes that
such tankage may offer additional opportunities to support the Partnership's
activities.
 
  The SJV Gathering System is operated in conjunction with, and with the same
SCADA system used in the operations of the All American Pipeline. The
Partnership also takes measures to protect the pipeline from corrosion and
routinely inspects the pipeline using the same procedures and practices
employed in the operation of the All American Pipeline. Like the All American
Pipeline, the SJV Gathering System was constructed and is maintained in all
material respects in accordance with applicable federal, state and local laws
and regulations, standards prescribed by the American Petroleum Institute and
accepted industry practice.
 
                                      76

  The SJV Gathering System is supplied with the crude oil production primarily
from major oil companies' equity production from the South Belridge, Cymeric,
Midway Sunset and Elk Hills fields. The table below sets forth the historical
volumes received into the SJV Gathering System.

                                                                          SIX
                                                                        MONTHS
                                                                         ENDED
                                              YEAR ENDED DECEMBER 31,  JUNE 30,
                                              ------------------------ ---------
                                              1993 1994 1995 1996 1997 1997 1998
                                              ---- ---- ---- ---- ---- ---- ----
                                                    (BARRELS IN THOUSANDS)
                                                       
Total Average Daily Volumes..................  67   54   50   67   91   49   91

  In order to increase utilization and margins relating to the SJV Gathering
System, the Partnership has initiated a wellhead gathering, transportation and
marketing program in the San Joaquin Valley. The new program is similar to a
program to purchase crude oil from independent producers successfully
implemented by the Plains Midstream Subsidiaries in Texas, Oklahoma, Kansas
and Louisiana under which volumes increased from 1,300 barrels per day in 1990
to 71,000 barrels per day in 1997. The Partnership has committed resources to
its new gathering program by hiring an additional lease buyer, activating an
existing truck unloading station and arranging to make additional connections
with other pipeline systems in the San Joaquin Valley, including access into
the Pacific Pipeline. In addition, the Partnership has entered into an
arrangement with various parties whereby the Partnership has reserved up to
40,000 barrels per day of capacity for movements into the Pacific Pipeline,
and all crude oil sourced by one such party from the Midway Sunset field will
be delivered by the Partnership into the Pacific Pipeline via the SJV
Gathering System.
 
TERMINALLING AND STORAGE ACTIVITIES AND GATHERING AND MARKETING ACTIVITIES
 
 Terminalling and Storage
 
  The Cushing Terminal was constructed in 1993 to capitalize on the crude oil
supply and demand imbalance in the Midwest caused by the continued decline of
regional production supplies, increasing imports and an inadequate pipeline
and terminal infrastructure. The Cushing Terminal is also used to support and
enhance the margins associated with the Partnership's merchant activities
relating to its lease gathering and bulk trading activities. The Ingleside
Terminal was constructed in 1979 and purchased by the Plains Midstream
Subsidiaries in 1996 to enhance its lease gathering activities in South Texas.
 
  The Cushing Terminal has a total storage capacity of two million barrels,
comprised of fourteen 100,000 barrel tanks and four 150,000 barrel tanks used
to store and terminal crude oil. The Cushing Terminal also includes a pipeline
manifold and pumping system that has an estimated daily throughput capacity of
approximately 800,000 barrels per day. The pipeline manifold and pumping
system is designed to support up to ten million barrels of tank capacity. The
Cushing Terminal is connected to the major pipelines and terminals in the
Cushing Interchange through pipelines that range in size from 10 inches to 24
inches in diameter. A one million barrel expansion project to add four 250,000
barrel tanks is currently underway at the Cushing Terminal with completion
targeted for mid-1999.
 
  The Cushing Terminal is a state-of-the-art facility designed to serve the
needs of refiners in the Midwest. In order to service an expected increase in
the volumes as well as the varieties of foreign and domestic crude oil
projected to be transported through the Cushing Interchange, the Partnership
incorporated certain attributes into the design of the Cushing Terminal
including (i) multiple, smaller tanks to facilitate simultaneous handling of
multiple crude varieties in accordance with normal pipeline batch sizes, (ii)
dual header systems connecting each tank to the main manifold system to
facilitate efficient switching between crude grades with minimal
contamination, (iii) bottom drawn sump pumps that enable each tank to be
efficiently drained down to minimal remaining volumes to minimize crude
contamination and maintain crude integrity, (iv) a mixer on each tank to
facilitate blending crude grades to refinery specifications, and (v) a
manifold and pump system that allows for receipts and deliveries with
connecting carriers at their maximum operating capacity. As a result of
incorporating these attributes into the design of the Cushing Terminal, the
Partnership believes it is favorably positioned to
 
                                      77

serve the needs of Midwest refiners to handle an increase in varieties of
crude transported through the Cushing Interchange.
 
  The Cushing Terminal also incorporates numerous environmental and
operational safeguards. The Partnership believes that its terminal is the only
one at the Cushing Interchange in which each tank has a secondary liner (the
equivalent of double bottoms), leak detection devices and secondary seals. The
Cushing Terminal is the only terminal at the Cushing Interchange equipped with
above ground pipelines. Like the All American Pipeline and the SJV Gathering
System, the Cushing Terminal is operated by a SCADA system and each tank is
cathodically protected. In addition, each tank is equipped with an audible and
visual high level alarm system to prevent overflows; a floating roof that
minimizes air emissions and prevents the possible accumulation of potentially
flammable gases between fluid levels and the roof of the tank; and a foam line
that, in the event of a fire, is connected to the automated fire water
distribution system.
 
  The Cushing Interchange is the largest wet barrel trading hub in the U.S.
and the delivery point for crude oil futures contracts traded on the NYMEX.
The Cushing Terminal has been designated by the NYMEX as an approved delivery
location for crude oil delivered under the NYMEX light sweet crude oil futures
contract. As a NYMEX delivery point and a cash market hub, the Cushing
Interchange serves as the primary source of refinery feedstock for the Midwest
refiners and plays an integral role in establishing and maintaining markets
for many varieties of foreign and domestic crude oil. The following
illustration details the major pipeline systems and terminals that can receive
crude oil from, or deliver crude oil to the Cushing Terminal.
 
 [Graphic depicting incoming and outgoing pipelines from the Cushing Terminal]
 
                                      78

  The Ingleside Terminal was constructed in 1979 and purchased by the Plains
Midstream Subsidiaries in 1996 to enhance its lease gathering activities in
South Texas. The Ingleside Terminal is located near the Gulf Coast port of
Corpus Christi, Texas. The Ingleside Terminal is comprised of 11 tanks ranging
in size from a minimum of 15,000 barrels to a maximum of 50,000 barrels. Three
of these tanks are heated, which allows for storage of heavier products. The
terminal has access to the receipt of crude oil and refined petroleum products
from trucks and barges. Likewise, the terminal can deliver crude oil and
refined petroleum products to barges and trucks. The Partnership leases a
barge dock approximately one mile from the Ingleside Terminal and is connected
to the dock by four pipelines ranging in size from 8 inches to 12 inches in
diameter. The dock lease can be extended in five year intervals through 2021.
 
  The Partnership's terminalling and storage operations generate revenue
through terminalling and storage fees paid by third parties as well as by
utilizing the tankage in conjunction with its merchant activities. Storage
fees are generated when the Partnership leases tank capacity to third parties.
Terminalling fees, also referred to as throughput fees, are generated when the
Partnership receives crude oil from one connecting pipeline (generally
received in batch sizes of 25,000 to 400,000 barrels) and redelivers such
crude oil to another connecting carrier in volumes that allow the refinery to
receive its crude oil on a ratable basis throughout a delivery period (which
is generally three to ten days). Both terminalling and storage fees are
generally earned from (i) refiners and gatherers that segregate or custom
blend crudes for refining feedstocks, (ii) pipelines operators, refiners or
traders that need segregated tankage for foreign cargoes, (iii) traders who
make or take delivery under NYMEX contracts and (iv) producers and resellers
that seek to increase their marketing alternatives. The tankage that is used
to support the Partnership's arbitrage activities position the Partnership to
capture margins in a contango market or when the market switches from contango
to backwardation. The following table sets forth the throughput volumes for
the Partnership's terminalling and storage operations, and quantity of tankage
leased to third parties during the last five years.

                                                                         SIX
                                                                       MONTHS
                                                                        ENDED
                                          YEAR ENDED DECEMBER 31,     JUNE 30,
                                          --------------------------- ---------
                                          1993    1994 1995 1996 1997 1997 1998
                                          ----    ---- ---- ---- ---- ---- ----
                                                (BARRELS IN THOUSANDS)
                                                      
Throughput Volumes (average daily vol-
 umes):
  Cushing Terminal......................    6(1)   29   43   56   69   75   64
  Ingleside Terminal....................    -       -    -    3    8    9   11
                                          ---     ---  ---  ---  ---  ---  ---
    Total...............................    6      29   43   59   77   84   75
                                          ===     ===  ===  ===  ===  ===  ===
Storage Leased to Third Parties (monthly
 average volumes):
  Cushing Terminal......................  113(1)  464  208  203  414  556  675
  Ingleside Terminal....................    -       -    -  211  254  248  260
                                          ---     ---  ---  ---  ---  ---  ---
    Total...............................  113     464  208  414  668  804  935
                                          ===     ===  ===  ===  ===  ===  ===

- --------
(1) Reflects eight months of partial operation during construction.
 
  The Partnership expects to use a portion of the new tankage under
construction to support the marketing of its West Coast Sour to Midwest
refiners. With access to the Cushing Terminal tankage, the Partnership will be
able to ensure ratable deliveries throughout the month, thus providing a
logistical advantage to foreign crude oils which are delivered by vessel. The
Partnership has committed 750,000 barrels of its capacity at the Cushing
Terminal to storage arrangements with third parties through mid-1999.
 
 Gathering and Marketing Activities
 
  The Partnership's gathering and marketing activities are primarily conducted
in Louisiana, Texas, Oklahoma and Kansas and include (i) purchasing crude oil
from producers at the wellhead and in bulk from aggregators at major pipeline
interconnects and trading locations, (ii) transporting such crude oil on its
own proprietary
 
                                      79

gathering assets or assets owned and operated by third parties when necessary
or cost effective, (iii) exchanging such crude oil for another grade of crude
oil or at a different geographic location, as appropriate, in order to
maximize margins or meet contract delivery requirements and (iv) marketing
crude oil to refiners or other resellers. The Partnership purchases crude oil
from many independent producers and believes that it has established broad-
based relationships with crude oil producers in its areas of operations. In
the first half of 1998, the Partnership purchased approximately 82,000 barrels
per day of crude oil directly at the wellhead from more than 370 producers
from approximately 2,000 leases. The Partnership purchases crude oil from
producers under contracts that range in term from a thirty-day evergreen to
two years. Gathering and marketing activities are characterized by large
volumes of transactions with lower margins relative to pipeline and
terminalling and storage operations.
 
  The following table shows the average daily volume of the Partnership's
lease gathering and bulk purchases from 1995 through the six months ended June
30, 1998.

                                                              SIX MONTHS ENDED
                                   YEAR ENDED DECEMBER 31,        JUNE 30,
                                   -------------------------  ------------------
                                    1995     1996     1997      1997      1998
                                   -------  -------  -------  --------  --------
                                            (BARRELS IN THOUSANDS)
                                                         
   Lease gathering................      46       59       71        67        82
   Bulk purchases.................      10       32       49        43       102
                                   -------  -------  -------  --------  --------
     Total volumes................      56       91      120       110       184
                                   =======  =======  =======  ========  ========

  Crude Oil Purchases. In a typical producer's operation, crude oil flows from
the wellhead to a separator where the petroleum gases are removed. After
separation, the crude oil is treated to remove water, sand and other
contaminants and is then moved into the producer's on-site storage tanks. When
the tank is full, the producer contacts the Partnership's field personnel to
purchase and transport the crude oil to market. The Partnership utilizes
pipelines, trucks and barges owned and operated by third parties and the
Partnership's truck fleet and gathering pipelines to transport the crude oil
to market. The Partnership owns approximately 25 trucks, 29 tractor-trailers
and 14 injection stations.
 
  Pursuant to the Marketing Agreement, the Partnership is the exclusive
marketer/purchaser for all of Plains Resources' equity crude oil production.
The Marketing Agreement provides that the Partnership will market all of
Plains Resources' crude oil production for a fee of $0.20 per barrel. In the
alternative, the Marketing Agreement will permit the Partnership to purchase
crude for resale on a proprietary basis. This fee will be adjusted every three
years based upon then existing market conditions. The Marketing Agreement will
terminate upon a "change of control" of Plains Resources or the General
Partner. On a pro forma basis, revenues generated under the Marketing
Agreement for the six months ended June 30, 1998 would have been approximately
$900,000. For the first six months of 1998, Plains Resources produced
approximately 24,900 barrels per day which would be subject to the Marketing
Agreement. Plains Resources owns an approximate 100% working interest in each
of its fields.
 
  Bulk Purchases. In addition to purchasing crude oil at the wellhead from
producers, the Partnership purchases crude oil in bulk at major pipeline
terminal points. This production is transported from the wellhead to the
pipeline by major oil companies, large independent producers or other
gathering and marketing companies. The Partnership purchases crude oil in bulk
when it believes additional opportunities exist to realize margins further
downstream in the crude oil distribution chain. The opportunities to earn
additional margins vary over time with changing market conditions.
Accordingly, the margins associated with the Partnership's bulk purchases will
fluctuate from period to period. The Partnership's bulk purchasing activities
are concentrated in California, Texas, Louisiana and at the Cushing
Interchange.
 
  Crude Oil Sales. The marketing of crude oil is complex and requires detailed
current knowledge of crude oil sources and end markets and a familiarity with
a number of factors including grades of crude oil, individual refinery demand
for specific grades of crude oil, area market price structures for the
different grades of crude oil,
 
                                      80

location of customers, availability of transportation facilities and timing
and costs (including storage) involved in delivering crude oil to the
appropriate customer. The Partnership sells its crude oil to major integrated
oil companies and independent refiners in various types of sale and exchange
transactions, generally at market-responsive prices for terms ranging from one
month to three years.
 
  As the Partnership purchases crude oil, it establishes a margin by selling
crude oil for physical delivery to third party users, such as independent
refiners or major oil companies, or by entering into a future delivery
obligation with respect to futures contracts on the NYMEX. Through these
transactions, the Partnership seeks to maintain a position that is
substantially balanced between crude oil purchases and sales and future
delivery obligations. The Partnership from time to time enters into fixed
price delivery contracts, floating price collar arrangements, financial swaps
and oil futures contracts as hedging devices. To ensure a fixed price for
future production, the Partnership may sell a futures contract and thereafter
either (i) make physical delivery of its product to comply with such contract
or (ii) buy a matching futures contract to unwind its futures position and
sell its production to a customer. The Partnership's policy is generally to
purchase only crude oil for which it has a market and to structure its sales
contracts so that crude oil price fluctuations do not materially affect the
gross margin which it receives. The Partnership does not acquire and hold
crude oil, futures contracts or other derivative products for the purpose of
speculating on crude oil price changes that might expose the Partnership to
indeterminable losses.
 
  Risk management strategies, including those involving price hedges using
NYMEX futures contracts, have become increasingly important in creating and
maintaining margins. Such hedging techniques require significant resources
dedicated to managing futures positions. The Partnership is able to monitor
crude oil volumes, grades, locations and delivery schedules and to coordinate
marketing and exchange opportunities, as well as NYMEX hedging positions. This
coordination ensures that the Partnership's NYMEX hedging activities are
successfully implemented.
 
  Crude Oil Exchanges. The Partnership pursues exchange opportunities to
enhance margins throughout the gathering and marketing process. When
opportunities arise to increase its margin or to acquire a grade of crude oil
that more nearly matches its delivery requirement or the preferences of its
refinery customers, the Partnership exchanges physical crude oil with third
parties. These exchanges are effected through contracts called exchange or
buy-sell agreements. Through an exchange agreement, the Partnership agrees to
buy crude oil that differs in terms of geographic location, grade of crude oil
or delivery schedule from crude oil it has available for sale. Generally, the
Partnership enters into exchanges to acquire crude oil at locations that are
closer to its end markets, thereby reducing transportation costs and
increasing its margin. The Partnership also exchanges its crude oil to be
delivered at an earlier or later date, if the exchange is expected to result
in a higher margin net of storage costs, and enters into exchanges based on
the grade of crude oil (which includes such factors as sulfur content and
specific gravity) in order to meet the quality specifications of its delivery
contracts.
 
  Producer Services. Crude oil purchasers who buy from producers compete on
the basis of competitive prices and highly responsive services. Through its
team of crude oil purchasing representatives, the Partnership maintains
ongoing relationships with more than 370 producers. The Partnership believes
that its ability to offer high-quality field and administrative services to
producers will be a key factor in its ability to maintain volumes of purchased
crude oil and to obtain new volumes. High-quality field services include
efficient gathering capabilities, availability of trucks, willingness to
construct gathering pipelines where economically justified, timely pickup of
crude oil from tank batteries at the lease or production point, accurate
measurement of crude oil volumes received, avoidance of spills and effective
management of pipeline deliveries. Accounting and other administrative
services include securing division orders (statements from interest owners
affirming the division of ownership in crude oil purchased by the
Partnership), providing statements of the crude oil purchased each month,
disbursing production proceeds to interest owners and calculation and payment
of ad valorem and production taxes on behalf of interest owners. In order to
compete effectively, the Partnership must maintain records of title and
division order interests in an accurate and timely manner for purposes of
making prompt and correct payment of crude oil production proceeds, together
with the correct payment of all severance and
 
                                      81

production taxes associated with such proceeds. In the first six months of
1998, the Partnership distributed monthly payments to approximately 4,800
interest owners.
 
  Credit. The Partnership's merchant activities involve the purchase of crude
oil for resale and require significant extensions of credit by the
Partnership's suppliers of crude oil. In order to assure the Partnership's
ability to perform its obligations under crude purchase agreements, various
credit arrangements are negotiated with the Partnership's crude suppliers.
Such arrangements include open lines of credit directly with the Partnership
and standby letters of credit issued under the Letter of Credit Facility. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--The Partnership--Capital Resources, Liquidity and Financial
Condition."
 
  When the Partnership markets crude oil, it must determine the amount, if
any, of the line of credit to be extended to any given customer. If the
Partnership determines that a customer should receive a credit line, it must
then decide on the amount of credit that should be extended. Since typical
Partnership sales transactions can involve tens of thousands of barrels of
crude oil, the risk of nonpayment and nonperformance by customers is a major
consideration in the Partnership's business. The Partnership believes its
sales are made to creditworthy entities or entities with adequate credit
support.
 
  Credit review and analysis are also integral to the Partnership's leasehold
purchases. Payment for all or substantially all of the monthly leasehold
production is sometimes made to the operator of the lease. The operator, in
turn, is responsible for the correct payment and distribution of such
production proceeds to the proper parties. In these situations, the
Partnership must determine whether the operator has sufficient financial
resources to make such payments and distributions and to indemnify and defend
the Partnership in the event any third party should bring a protest, action or
complaint in connection with the ultimate distribution of production proceeds
by the operator.
 
CUSTOMERS
 
  Koch Oil Company accounted for 23% of the Partnership's pro forma 1997
revenues. In addition, shipments of crude oil from the Santa Ynez and Point
Arguello fields accounted for approximately $69.1 million, or 84%, of tariff
revenues for 1997.
 
COMPETITION
 
  The All American Pipeline encounters competition from foreign oil imports
and other pipelines that serve the California market and the refining centers
in the Midwest and on the Gulf Coast.
 
  A new pipeline connecting the San Joaquin Valley to refinery markets in the
Los Angeles Basin area is currently under construction by a third party with
an anticipated completion date in 1999. The Partnership expects that certain
volumes currently transported on the All American Pipeline may be redirected
to Los Angeles on such pipeline.
 
  Competition among common carrier pipelines is based primarily on
transportation charges, access to producing areas and demand for the crude oil
by end users. The Partnership believes that high capital requirements,
environmental considerations and the difficulty in acquiring rights of way and
related permits make it unlikely that a competing pipeline system comparable
in size and scope to the All American Pipeline will be built in the
foreseeable future.
 
  The Partnership faces intense competition in its terminalling and storage
activities and gathering and marketing activities. Its competitors include
other crude oil pipelines, the major integrated oil companies, their marketing
affiliates and independent gatherers, brokers and marketers of widely varying
sizes, financial resources and experience. Some of these competitors have
capital resources many times greater than the Partnership's and control
substantially greater supplies of crude oil.
 
                                      82

REGULATION
 
  The Partnership's operations are subject to extensive regulation. Many
departments and agencies, both federal and state, are authorized by statute to
issue and have issued rules and regulations binding on the oil industry and
its individual participants. The failure to comply with such rules and
regulations can result in substantial penalties. The regulatory burden on the
oil industry increases the Partnership's cost of doing business and,
consequently, affects its profitability. However, the Partnership does not
believe that it is affected in a significantly different manner by these
regulations than are its competitors. Due to the myriad and complex federal
and state statutes and regulations which may affect the Partnership, directly
or indirectly, the following discussion of certain statutes and regulations
should not be relied upon as an exhaustive review of all regulatory
considerations affecting the Partnership's operations.
 
 Pipeline Regulation
 
  The Partnership's pipelines are subject to regulation by the Department of
Transportation ("DOT") under the Hazardous Liquids Pipeline Safety Act of
1979, as amended ("HLPSA") relating to the design, installation, testing,
construction, operation, replacement and management of pipeline facilities.
The HLPSA requires the Partnership and other pipeline operators to comply with
regulations issued pursuant to HLPSA, to permit access to and allow copying of
records and to make certain reports and provide information as required by the
Secretary of Transportation.
 
  The Pipeline Safety Act of 1992 (the "Pipeline Safety Act") amends the HLPSA
in several important respects. It requires the Research and Special Programs
Administration ("RSPA") of DOT to consider environmental impacts, as well as
its traditional public safety mandate, when developing pipeline safety
regulations. In addition, the Pipeline Safety Act mandates the establishment
by DOT of pipeline operator qualification rules requiring minimum training
requirements for operators, and requires that pipeline operators provide maps
and records to RSPA. It also authorizes RSPA to require that pipelines be
modified to accommodate internal inspection devices, to mandate the
installation of emergency flow restricting devices for pipelines in populated
or sensitive areas, and to order other changes to the operation and
maintenance of petroleum pipelines. The Partnership believes that its pipeline
operations are in substantial compliance with applicable HLPSA and Pipeline
Safety Act requirements. Nevertheless, significant expenses could be incurred
in the future if additional safety measures are required or if safety
standards are raised and exceed the current pipeline control system
capabilities.
 
  States are largely preempted by federal law from regulating pipeline safety
but may assume responsibility for enforcing federal intrastate pipeline
regulations and inspection of intrastate pipelines. In practice, states vary
considerably in their authority and capacity to address pipeline safety. The
Partnership does not anticipate any significant problems in complying with
applicable state laws and regulations in those states in which it operates.
 
 Transportation and Sale of Crude Oil
 
  In October 1992 Congress passed the Energy Policy Act of 1992 ("Energy
Policy Act"). The Energy Policy Act deemed petroleum pipeline rates in effect
for the 365-day period ending on the date of enactment of the Energy Policy
Act or that were in effect on the 365th day preceding enactment and had not
been subject to complaint, protest or investigation during the 365-day period
to be just and reasonable under the Interstate Commerce Act. The Energy Policy
Act also provides that complaints against such rates may only be filed under
the following limited circumstances: (i) a substantial change has occurred
since enactment in either the economic circumstances or the nature of the
services which were a basis for the rate; (ii) the complainant was
contractually barred from challenging the rate prior to enactment; or (iii) a
provision of the tariff is unduly discriminatory or preferential.
 
  The Energy Policy Act further required the FERC to issue rules establishing
a simplified and generally applicable ratemaking methodology for petroleum
pipelines, and to streamline procedures in petroleum pipeline
 
                                      83

proceedings. On October 22, 1993, the FERC responded to the Energy Policy Act
directive by issuing Order No. 561, which adopts a new indexing rate
methodology for petroleum pipelines. Under the new regulations, which were
effective January 1, 1995, petroleum pipelines are able to change their rates
within prescribed ceiling levels that are tied to the Producer Price Index for
Finished Goods, minus one percent. Rate increases made pursuant to the index
will be subject to protest, but such protests must show that the portion of
the rate increase resulting from application of the index is substantially in
excess of the pipeline's increase in costs. The new indexing methodology can
be applied to any existing rate, even if the rate is under investigation. If
such rate is subsequently adjusted, the ceiling level established under the
index must be likewise adjusted.
 
  In Order No. 561, the FERC said that as a general rule pipelines must
utilize the indexing methodology to change their rates. The FERC indicated,
however, that it was retaining cost-of-service ratemaking, market-based rates,
and settlements as alternatives to the indexing approach. A pipeline can
follow a cost-of-service approach when seeking to increase its rates above
index levels for uncontrollable circumstances. A pipeline can seek to charge
market-based rates if it can establish that it lacks market power. In
addition, a pipeline can establish rates pursuant to settlement if agreed upon
by all current shippers. Initial rates for new services can be established
through a cost-of-service proceeding or through an uncontested agreement
between the pipeline and at least one shipper not affiliated with the
pipeline.
 
  On May 10, 1996, the Court of Appeals for the District of Columbia Circuit
affirmed Order No. 561. The Court held that by establishing a general indexing
methodology along with limited exceptions to indexed rates, FERC had
reasonably balanced its dual responsibilities of ensuring just and reasonable
rates and streamlining ratemaking through generally applicable procedures.
 
  In a recent proceeding involving Lakehead Pipe Line Company, Limited
Partnership (Opinion No. 397), FERC concluded that there should not be a
corporate income tax allowance built into a petroleum pipeline's rates to
reflect income attributable to noncorporate partners since noncorporate
partners, unlike corporate partners, do not pay a corporate income tax. This
result comports with the principle that, although a regulated entity is
entitled to an allowance to cover its incurred costs, including income taxes,
there should not be an element included in the cost of service to cover costs
not incurred. Opinion No. 397 was affirmed on rehearing in May 1996. Appeals
of the Lakehead opinions were taken, but the parties to the Lakehead
proceeding subsequently settled the case, with the result that appellate
review of the tax and other issues never took place.
 
  There is also pending at the FERC a proceeding involving another publicly
traded limited partnership engaged in the common carrier transportation of
crude oil (the "Santa Fe Proceeding") in which the FERC could further limit
its current position related to the tax allowance permitted in the rates of
publicly traded partnerships, as well as possibly altering the FERC's current
application of the FERC oil pipeline ratemaking methodology. On September 25,
1997, the administrative law judge in the Santa Fe Proceeding issued an
initial decision addressing various aspects of the tax allowance issue as it
affects publicly traded partnerships, as well as various technical issues
involving the application of the FERC oil pipeline ratemaking methodology. The
administrative law judge's initial decision in the Santa Fe Proceeding is
currently pending review by the FERC. In such review, it is possible that the
FERC could alter its current rulings on the tax allowance issue or on the
application of the FERC oil pipeline ratemaking methodology.
 
  The FERC generally has not investigated rates, such as those currently
charged by the Partnership, which have been mutually agreed to by the pipeline
and the shippers or which are significantly below cost of service rates that
might otherwise be justified by the pipeline under the FERC's cost-based
ratemaking methods. Substantially all of the Partnership's gross margins on
transportation are produced by rates that are either grandfathered or set by
agreement of the parties. The rates for substantially all of the crude oil
transported from California to West Texas are grandfathered and not subject to
decreases through the application of indexing. These rates have not been
decreased through application of the indexing method. Rates for OCS crude are
set by transportation agreements with shippers that do not expire until 2007
and provide for a minimum tariff with annual escalation. The FERC has twice
approved the agreed OCS rates, although application of the PPFIG-1 index
method would have required their reduction. When these OCS agreements expire
in 2007, they will be
 
                                      84

subject to renegotiation or to any of the other methods for establishing rates
under Order No. 561. As a result, the Partnership believes that the rates now
in effect can be sustained, although no assurance can be given that the rates
currently charged by the Partnership would ultimately be upheld if challenged.
In addition, the Partnership does not believe that an adverse determination on
the tax allowance issue in the Santa Fe Proceeding would have a detrimental
impact upon the current rates charged by the Partnership.
 
ENVIRONMENTAL REGULATION
 
 General
 
  Various federal, state and local laws and regulations governing the
discharge of materials into the environment, or otherwise relating to the
protection of the environment, affect the Partnership's operations and costs.
In particular, the Partnership's activities in connection with storage and
transportation of crude oil and other liquid hydrocarbons and its use of
facilities for treating, processing or otherwise handling hydrocarbons and
wastes therefrom are subject to stringent environmental regulation. As with
the industry generally, compliance with existing and anticipated regulations
increases the Partnership's overall cost of business. Such areas affected
include capital costs to construct, maintain and upgrade equipment and
facilities. While these regulations affect the Partnership's capital
expenditures and earnings, the Partnership believes that such regulations do
not affect its competitive position in that the operations of its competitors
that comply with such regulations are similarly affected. Environmental
regulations have historically been subject to frequent change by regulatory
authorities, and the Partnership is unable to predict the ongoing cost to it
of complying with these laws and regulations or the future impact of such
regulations on its operation. Violation of federal or state environmental
laws, regulations and permits can result in the imposition of significant
civil and criminal penalties, injunctions and construction bans or delays. A
discharge of hydrocarbons or hazardous substances into the environment could,
to the extent such event is not insured, subject the Partnership to
substantial expense, including both the cost to comply with applicable
regulations and claims by neighboring landowners and other third parties for
personal injury and property damage.
 
 Water
 
  The Oil Pollution Act ("OPA") was enacted in 1990 and amends provisions of
the Federal Water Pollution Control Act of 1972 ("FWPCA") and other statutes
as they pertain to prevention and response to oil spills. The OPA subjects
owners of facilities to strict, joint and potentially unlimited liability for
removal costs and certain other consequences of an oil spill, where such spill
is into navigable waters, along shorelines or in the exclusive economic zone
of the U.S. In the event of an oil spill into such waters, substantial
liabilities could be imposed upon the Partnership. States in which the
Partnership operates have also enacted similar laws. Regulations are currently
being developed under OPA and state laws that may also impose additional
regulatory burdens on the Partnership.
 
  The FWPCA imposes restrictions and strict controls regarding the discharge
of pollutants into navigable waters. Permits must be obtained to discharge
pollutants to state and federal waters. The FWPCA imposes substantial
potential liability for the costs of removal, remediation and damages. The
Partnership believes that compliance with existing permits and compliance with
foreseeable new permit requirements will not have a material adverse effect on
the Partnership's financial condition or results of operations.
 
  Some states maintain groundwater protection programs that require permits
for discharges or operations that may impact groundwater conditions. The
Partnership believes that it is in substantial compliance with these state
requirements.
 
 Air Emissions
 
  The operations of the Partnership are subject to the Federal Clean Air Act
and comparable state and local statutes. The Partnership believes that its
operations are in substantial compliance with such statutes in all states in
which they operate.
 
                                      85

  Amendments to the Federal Clean Air Act enacted in late 1990 (the "1990
Federal Clean Air Act Amendments") require or will require most industrial
operations in the U.S. to incur capital expenditures in order to meet air
emission control standards developed by the Environmental Protection Agency
(the "EPA") and state environmental agencies. In addition, the 1990 Federal
Clean Air Act Amendments include a new operating permit for major sources
("Title V permits"), which applies to some of the Partnership's facilities.
Although no assurances can be given, the Partnership believes implementation
of the 1990 Federal Clean Air Act Amendments will not have a material adverse
effect on the Partnership's financial condition or results of operations.
 
 Solid Waste
 
  The Partnership generates non-hazardous solid wastes that are subject to the
requirements of the Federal Resource Conservation and Recovery Act ("RCRA")
and comparable state statutes. The EPA is considering the adoption of stricter
disposal standards for non-hazardous wastes, including oil and gas wastes.
RCRA also governs the disposal of hazardous wastes. At present, the
Partnership is not required to comply with a substantial portion of the RCRA
requirements because the Partnership's operations generate minimal quantities
of hazardous wastes. However, it is possible that additional wastes, which
could include wastes currently generated during operations, will in the future
be designated as "hazardous wastes." Hazardous wastes are subject to more
rigorous and costly disposal requirements than are non-hazardous wastes. Such
changes in the regulations could result in additional capital expenditures or
operating expenses by the Partnership.
 
 Hazardous Substances
 
  The Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), also known as "Superfund," imposes liability, without regard to
fault or the legality of the original act, on certain classes of persons that
contributed to the release of a "hazardous substance" into the environment.
These persons include the owner or operator of the site and companies that
disposed or arranged for the disposal of the hazardous substances found at the
site. CERCLA also authorizes the EPA and, in some instances, third parties to
act in response to threats to the public health or the environment and to seek
to recover from the responsible classes of persons the costs they incur. In
the course of its ordinary operations, the Partnership may generate waste that
may fall within CERCLA's definition of a "hazardous substance." The
Partnership may be jointly and severally liable under CERCLA for all or part
of the costs required to clean up sites at which such hazardous substances
have been disposed or released into the environment.
 
  The Partnership currently owns or leases, and has in the past owned or
leased, properties where hydrocarbons are being or have been handled. Although
the Partnership has utilized operating and disposal practices that were
standard in the industry at the time, hydrocarbons or other wastes may have
been disposed of or released on or under the properties owned or leased by the
Partnership or on or under other locations where such wastes have been taken
for disposal. In addition, many of these properties have been operated by
third parties whose treatment and disposal or release of hydrocarbons or other
wastes was not under the Partnership's control. These properties and wastes
disposed thereon may be subject to CERCLA, RCRA and analogous state laws.
Under such laws, the Partnership could be required to remove or remediate
previously disposed wastes (including wastes disposed of or released by prior
owners or operators), to clean up contaminated property (including
contaminated groundwater) or to perform remedial plugging operations to
prevent future contamination.
 
 OSHA
 
  The Partnership is also subject to the requirements of the Federal
Occupational Safety and Health Act ("OSHA") and comparable state statutes that
regulate the protection of the health and safety of workers. In addition, the
OSHA hazard communication standard requires that certain information be
maintained about hazardous materials used or produced in operations and that
this information be provided to employees, state and local government
authorities and citizens. The Partnership believes that its operations are in
substantial
 
                                      86

compliance with OSHA requirements, including general industry standards,
record keeping requirements and monitoring of occupational exposure to
regulated substances.
 
 Endangered Species Act
 
  The Endangered Species Act ("ESA") restricts activities that may affect
endangered species or their habitats. While certain facilities of the
Partnership are in areas that may be designated as habitat for endangered
species, the Partnership believes that it is in substantial compliance with
the ESA. However, the discovery of previously unidentified endangered species
could cause the Partnership to incur additional costs or operation
restrictions or bans in the affected area.
 
 Hazardous Materials Transportation Requirements
 
  The DOT regulations affecting pipeline safety require pipeline operators to
implement measures designed to reduce the environmental impact of oil
discharge from onshore oil pipelines. These regulations require operators to
maintain comprehensive spill response plans, including extensive spill
response training for pipeline personnel. In addition, DOT regulations contain
detailed specifications for pipeline operation and maintenance. The
Partnership believes that its operations are in substantial compliance with
such regulations.
 
ENVIRONMENTAL REMEDIATION
 
  During 1997, the All American Pipeline experienced a leak in a segment of
its pipeline in California which resulted in an estimated 12,000 barrels of
crude oil being released into the soil. Immediate action was taken to repair
the pipeline leak, contain the spill and to recover the released crude oil.
The Partnership has submitted a remediation plan. Agency approval or
disapproval is expected in the first quarter of 1999. If the Partnership's
plan is disapproved, a government mandated remediation of the spill could
require significant expenditures, currently estimated to approximate $350,000,
although no assurance can be given that the actual cost could not exceed such
estimate.
 
  Prior to being acquired by the Partnership's predecessors in 1996, the
Ingleside Terminal experienced releases of refined petroleum products into the
soil and ground water underlying the site due to activities on the property.
The Partnership has proposed a voluntary state-administered remediation of the
contamination on the property, and to determine whether the contamination
extends outside the property boundaries. If the Partnership's plan is
disapproved, a government mandated remediation of the spill could require more
significant expenditures, currently estimated to approximate $250,000,
although no assurance can be given that the actual cost could not exceed such
estimate. In addition, a portion of any such costs may be reimbursed to the
Partnership from Plains Resources. See "Certain Relationships and Related
Party Transactions--Relationship with Plains Resources--Indemnity from the
General Partner."
 
  The Partnership may experience future releases of crude oil into the
environment from its pipeline and storage operations, or discover releases
that were previously unidentified. While the Partnership maintains an
extensive inspection program designed to prevent and, as applicable, to detect
and address such releases promptly, damages and liabilities incurred due to
any future environmental releases from the All American Pipeline, the SJV
Gathering System, the Cushing Terminal, the Ingleside Terminal or other
Partnership assets may substantially affect the Partnership's business.
 
OPERATIONAL HAZARDS AND INSURANCE
 
  A pipeline may experience damage as a result of an accident or other natural
disaster. These hazards can cause personal injury and loss of life, severe
damage to and destruction of property and equipment, pollution or
environmental damages and suspension of operations. The Partnership maintains
insurance of various types that
it considers to be adequate to cover its operations and properties. The
insurance covers all of the Partnership's assets in amounts considered
reasonable. The insurance policies are subject to deductibles that the
Partnership considers reasonable and not excessive. The Partnership's
insurance does not cover every potential risk
 
                                      87

associated with operating pipelines, including the potential loss of
significant revenues. Consistent with insurance coverage generally available
to the industry, the Partnership's insurance policies provide limited coverage
for losses or liabilities relating to pollution, with broader coverage for
sudden and accidental occurrences.
 
  The occurrence of a significant event not fully insured or indemnified
against, or the failure of a party to meet its indemnification obligations,
could materially and adversely affect the Partnership's operations and
financial condition. The Partnership believes that it is adequately insured
for public liability and property damage to others with respect to its
operations. With respect to all of its coverage, no assurance can be given
that the Partnership will be able to maintain adequate insurance in the future
at rates it considers reasonable.
 
TITLE TO PROPERTIES
 
  The Plains Midstream Subsidiaries will be merged into Plains Resources and
Plains Resources will transfer substantially all of the real and personal
property formerly owned by the Plains Midstream Subsidiaries to the
Partnership without warranty at the same time as the Transactions are
consummated. Substantially all of the Partnership's pipelines are constructed
on rights-of-way granted by the apparent record owners of such property and in
some instances such rights-of-way are revocable at the election of the
grantor. In many instances, lands over which rights-of-way have been obtained
are subject to prior liens which have not been subordinated to the right-of-
way grants. In some cases, not all of the apparent record owners have joined
in the right-of-way grants, but in substantially all such cases, signatures of
the owners of majority interests have been obtained. Permits have been
obtained from public authorities to cross over or under, or to lay facilities
in or along water courses, county roads, municipal streets and state highways,
and in some instances, such permits are revocable at the election of the
grantor. Permits have also been obtained from railroad companies to cross over
or under lands or rights-of-way, many of which are also revocable at the
grantor's election. In some cases, property for pipeline purposes was
purchased in fee. All of the pump stations are located on property owned in
fee or property under long term leases.
 
  Some of the leases, easements, rights-of-way, permits and licenses to be
transferred to the Partnership require the consent of the grantor of such
rights, which in certain instances is a governmental entity. Plains Resources
expects to obtain, prior to the closing of this offering, third-party
consents, permits and authorizations that will be sufficient to enable them to
transfer to the Partnership the assets necessary to enable the Partnership to
operate its business in all material respects as described in this Prospectus.
With respect to any material consents, permits or authorizations which have
not been obtained prior to the closing of this offering, the closing of this
offering will not occur unless reasonable bases exist for the General Partner
to conclude that such consents, permits or authorizations will be obtained
within a reasonable period following the closing, or the failure to obtain
such consents, permits or authorizations will have no material adverse effect
on the operation of the Partnership's business. If any such consents are not
so obtained, Plains Resources will enter into other agreements, or take such
other action as may be necessary, in order to ensure that the Partnership has
the assets and concomitant rights necessary to enable it to operate the
Partnership's business in all material respects as described in this
Prospectus.
 
  Plains Resources initially may continue to hold record title to portions of
certain assets as nominee for the benefit of the Partnership until the
Partnership has had time to make the appropriate filings and obtain necessary
licenses, permits, registrations and rights in the jurisdictions in which such
assets are located, and to obtain any consents and approvals that are not
obtained prior to the consummation of this offering. Such consents and
approvals would include those required by federal and state agencies or
political subdivisions. Additionally, in some cases, Plains Resources may, on
the basis of expense and difficulty associated with the conveyance of title,
retain title, as nominees for the benefit of the Partnership, until a future
date. The General Partner believes that there will be no material adverse
effect on the business of the Partnership as a result of any of the foregoing
circumstances. In none of such circumstances is it anticipated that there will
be any material change in the tax treatment of the Partnership or the Common
Units resulting from the holding by Plains Resources of title as nominee for
the benefit of the Partnership.
 
                                      88

  The instruments of transfer from Plains Resources to the Partnership may not
be recorded initially and therefore the real property records in various
jurisdictions may reflect record title in Plains Resources. Plains Resources
expects to complete the transfer of record title to real property to the
Partnership as soon as practicable after the consummation of this offering.
Properties acquired by the Partnership after the consummation of this offering
generally will be acquired and held of record in the Partnership's name.
 
  The books and records of the Partnership and Plains Resources will at all
times reflect the Partnership's ownership of or beneficial interest in the
properties conveyed to if, or held nominally for it, by Plains Resources.
However, until record title is held by the Partnership it is possible that real
property owned by the Partnership, or by Plains Resources for the benefit of
the Partnership, could in some jurisdictions be subject to the claims of Plains
Resources creditors. Plains Resources is of the opinion, however, that this
presents little, if any, risk for the Partnership.
 
  In certain states and under certain circumstances, the Partnership has the
right of eminent domain to acquire rights-of-way and lands necessary for the
operations of the All American Pipeline, a common carrier pipeline.
 
  The General Partner believes that upon consummation of the Transactions the
Partnership will have satisfactory title to all of its assets. Although title
to such properties will be subject to encumbrances in certain cases, such as
customary interests generally retained in connection with acquisition of real
property, liens related to environmental liabilities associated with historical
operations, liens for current taxes and other burdens and minor easements,
restrictions and other encumbrances to which the underlying properties were
subject at the time of acquisition by the Plains Midstream Subsidiaries or the
Partnership, the General Partner believes that none of such burdens will
materially detract from the value of such properties or from the Partnership's
interest therein or will materially interfere with their use in the operation
of the Partnership's business.
 
EMPLOYEES
 
  To carry out the operations of the Partnership, the General Partner or its
affiliates will employ approximately 200 employees. None of such employees of
the General Partner is represented by labor unions and the General Partner
considers its employee relations to be good.
 
LEGAL PROCEEDINGS
 
  The Partnership is a party to various legal actions that have arisen in the
ordinary course of its business. The Partnership does not believe that the
resolution of these matters will have a material adverse effect on its
financial condition or results of operations.
 
                                       89

                                  MANAGEMENT
 
PARTNERSHIP MANAGEMENT
 
  The General Partner will manage and operate the activities of the
Partnership. The Unitholders will not directly or indirectly participate in
the management or operation of the Partnership or have actual or apparent
authority to enter into contracts on behalf of, or to otherwise bind, the
Partnership. Notwithstanding any limitation on its obligations or duties, the
General Partner will be liable, as general partner of the Partnership, for all
debts of the Partnership (to the extent not paid by the Partnership), except
to the extent that indebtedness or other obligations incurred by the
Partnership are made specifically non-recourse to the General Partner.
Whenever possible, the General Partner intends to make any such indebtedness
or other obligations non-recourse to the General Partner.
 
  At least two of the members of the Board of Directors of the General Partner
who are neither officers or employees of the General Partner nor directors,
officers or employees of any affiliate of the General Partner will serve on
the Conflicts Committee, which will have the authority to review specific
matters as to which the Board of Directors believes there may be a conflict of
interest in order to determine if the resolution of such conflict proposed by
the General Partner is fair and reasonable to the Partnership. Any matters
approved by the Conflicts Committee will be conclusively deemed to be fair and
reasonable to the Partnership, approved by all partners of the Partnership and
not a breach by the General Partner or its Board of Directors of any duties
they may owe the Partnership or the Unitholders. See "Conflicts of Interest
and Fiduciary Responsibilities--Fiduciary and Other Duties." In addition, the
members of the Conflicts Committee will also constitute an Audit Committee
which will review the external financial reporting of the Partnership, will
recommend engagement of the Partnership's independent public accountants and
will review the Partnership's procedures for internal auditing and the
adequacy of the Partnership's internal accounting controls. The members of the
Conflicts Committee will also serve on the Compensation Committee, which will
oversee compensation decisions for the officers of the General Partner as well
as the compensation plans described below. See "--Long Term Incentive Plan"
and "--Management Incentive Plan."
 
  As is commonly the case with publicly traded limited partnerships, the
Partnership will not directly employ any of the persons responsible for
managing or operating the Partnership. In general, the current management of
Plains Resources will manage and operate the Partnership's business as
officers and employees of the General Partner and its affiliates.
 
  Certain officers of the General Partner may spend a substantial amount of
time managing the business and affairs of Plains Resources and its other
affiliates and may face a conflict regarding the allocation of their time
between the Partnership and Plains Resources' other business interests. The
General Partner intends to cause its officers to devote as much time to the
management of the Partnership as is necessary for the proper conduct of its
business and affairs.
 
DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
 
  The following table sets forth certain information with respect to the
executive officers and members of the Board of Directors of the General
Partner. Executive officers and directors are elected for one-year terms.

            NAME             AGE          POSITION WITH GENERAL PARTNER
            ----             ---          -----------------------------
                           
Greg L. Armstrong...........  40 Chairman of the Board, Chief Executive Officer
                                  and Director
Harry N. Pefanis............  41 President, Chief Operating Officer and Director
Phillip D. Kramer...........  42 Executive Vice President and Chief Financial
                                  Officer
George R. Coiner............  47 Senior Vice President
Michael R. Patterson........  50 Senior Vice President, General Counsel and
                                  Secretary
Cynthia A. Feeback..........  41 Treasurer
Robert V. Sinnott...........  49 Director

 
                                      90

  Greg L. Armstrong has been President, Chief Executive Officer and Director
of Plains Resources since 1992. He previously served Plains Resources as:
President and Chief Operating Officer from October to December 1992; Executive
Vice President and Chief Financial Officer from June to October 1992; Senior
Vice President and Chief Financial Officer from 1991 to 1992; Vice President
and Chief Financial Officer from 1984 to 1991; Corporate Secretary from 1981
to 1988; and Treasurer from 1984 to 1987.
 
  Harry N. Pefanis has been Executive Vice President--Midstream of Plains
Resources since May 1998. He previously served Plains Resources as: Senior
Vice President from February 1996 until May 1998; Vice President--Products
Marketing from 1988 to February 1996; Manager of Products Marketing from 1987
to 1988; and Special Assistant for Corporate Planning from 1983 to 1987. Mr.
Pefanis is also President of the Plains Midstream Subsidiaries.
 
  Phillip D. Kramer has been Executive Vice President, Chief Financial Officer
and Treasurer of Plains Resources since May 1998. He previously served Plains
Resources as: Senior Vice President, Chief Financial Officer and Treasurer
from May 1997 until May 1998; Vice President, Chief Financial Officer and
Treasurer from 1992 to 1997; Vice President and Treasurer from 1988 to 1992;
Treasurer from 1987 to 1988; and Controller from 1983 to 1987.
 
  George R. Coiner has been Vice President of Plains Marketing &
Transportation Inc., a Plains Midstream Subsidiary, since November 1995. Prior
to joining Plains Marketing & Transportation Inc. he was Senior Vice
President, Marketing with Scurlock Permian Corp.
 
  Michael R. Patterson has been Vice President, General Counsel and Secretary
of Plains Resources since 1988. He previously served Plains Resources as Vice
President and General Counsel from 1985 to 1988.
 
  Cynthia A. Feeback has been Assistant Treasurer and Controller of Plains
Resources since May 1998. She previously served Plains Resources as Controller
and Principal Accounting Officer from 1993 to 1998, Controller from 1990 to
1993 and Accounting Manager from 1988 to 1990.
 
  Robert V. Sinnott has been Senior Vice President of Kayne Anderson
Investment Management, Inc. (an investment management firm) since 1992. He was
Vice President and Senior Securities Officer of the Investment Banking
Division of Citibank from 1986 to 1992. He is also a director of Plains
Resources and Glacier Water Services, Inc. (a vended water company).
 
  Shortly after the consummation of the transactions, the General Partner will
add two directors, who will be neither owners, officers, nor employees of the
General Partner nor officers, directors or employees, of any affiliate of the
General Partner. These two additional directors will be appointed to the
Conflicts Committee, Audit Committee and Compensation Committee.
 
REIMBURSEMENT OF EXPENSES OF THE GENERAL PARTNER AND ITS AFFILIATES
 
  The General Partner will not receive any management fee or other
compensation in connection with its management of the Partnership. The General
Partner and its affiliates, including Plains Resources, performing services
for the Partnership will be reimbursed for all expenses incurred on behalf of
the Partnership, including the costs of employee, officer and director
compensation and benefits properly allocable to the Partnership, and all other
expenses necessary or appropriate to the conduct of the business of, and
allocable to, the Partnership. The Partnership Agreement provides that the
General Partner will determine the expenses that are allocable to the
Partnership in any reasonable manner determined by the General Partner in its
sole discretion.
 
EXECUTIVE COMPENSATION
 
  The Partnership and the General Partner were formed in September and
February of 1998, respectively. Accordingly, the General Partner paid no
compensation to its directors and officers with respect to fiscal 1997,
 
                                      91

nor did any obligations accrue in respect of management incentive or
retirement benefits for the directors and officers with respect to such year.
Officers and employees of the General Partner may participate in employee
benefit plans and arrangements sponsored by the General Partner or its
affiliates, including plans which may be established by the General Partner or
its affiliates in the future.
 
  In addition to the grants made under the Restricted Unit Plan described
below, the General Partner has agreed to transfer up to       thousand of the
General Partner's Common Units to certain key employees of the General
Partner. Common Units transferred will vest ratably over a three year period.
The compensation expense incurred in connection with these grants will not be
allocated the Partnership.
 
EMPLOYMENT AGREEMENT
 
  In connection with the consummation of the Transactions, Mr. Pefanis will
enter into an employment agreement with the General Partner. The employment
agreement will have a term of    years and will include confidentiality
provisions and noncompete provisions. The confidentiality provisions will
continue for    months following Mr. Pefanis' termination of employment and
the noncompete provisions will continue for a period of    months after the
termination of such employment.
 
  The agreement will provide for an annual base salary of $       , subject to
such increases as the Board of Directors of the General Partner may authorize
from time to time. In addition, Mr. Pefanis will be eligible to receive an
annual cash bonus to be determined by the Compensation Committee. Mr. Pefanis
will participate in the Long-Term Incentive Plan of the General Partner as
described below. Mr. Pefanis will also be entitled to participate in such
other benefit plans and programs as the General Partner may provide for its
employees in general.
 
LONG-TERM INCENTIVE PLAN
 
  The General Partner has adopted the Plains All American Pipeline, L.P. 1998
Long-Term Incentive Plan (the "Long-Term Incentive Plan") for employees and
directors of the General Partner and its affiliates who perform services for
the Partnership. The summary of the Long-Term Incentive Plan contained herein
does not purport to be complete and is qualified in its entirety by reference
to the Long-Term Incentive Plan, which has been filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The Long-Term
Incentive Plan consists of two components, a restricted unit plan (the
"Restricted Unit Plan") and a unit option plan (the "Unit Option Plan"). The
Long-Term Incentive Plan currently permits the grant of Restricted Units and
Unit Options covering an aggregate of 975,000 Common Units. The plan will be
administered by the Compensation Committee of the General Partner's Board of
Directors.
 
  Restricted Unit Plan. A Restricted Unit is a "phantom" unit that entitles
the grantee to receive a Common Unit upon the vesting of the phantom unit.
Management currently estimates that an aggregate of approximately 600,000
Restricted Units will be granted upon consummation of the Transactions to
employees of the General Partner. The Compensation Committee may, in the
future, determine to make additional grants under such plan to employees and
directors containing such terms as the Committee shall determine. Restricted
Units granted during the Subordination Period will vest automatically upon,
and in the same proportions as, the conversion of the Subordinated Units to
Common Units. If a grantee's employment or membership on the Board of
Directors is terminated by reason of his death, disability or retirement, the
grantee's Restricted Units will become immediately exercisable. In addition, a
grantee's Restricted Units will become immediately exercisable in the event of
a "change of control" of the General Partner or Partnership (as defined in the
Long-Term Incentive Plan). Common Units to be delivered upon the "vesting" of
rights may be Common Units acquired by the General Partner in the open market,
Common Units already owned by the General Partner, Common Units acquired by
the General Partner directly from the Partnership or any other person, or any
combination of the foregoing. The General Partner will be entitled to
reimbursement by the Partnership for the cost incurred in acquiring such
Common Units. If the Partnership issues new Common Units upon vesting of the
Restricted Units, the total number of Common Units outstanding will increase.
 
  The issuance of the Common Units pursuant to the Restricted Unit Plan is
intended to serve as a means of incentive compensation for performance and not
primarily as an opportunity to participate in the equity
 
                                      92

appreciation in respect of the Common Units. Therefore, no consideration will
be payable by the plan participants upon receipt of the Common Units and the
Partnership will receive no remuneration for such Units.
 
  Unit Option Plan. The Unit Option Plan currently permits the grant of
options ("Unit Options") covering Common Units. No grants will initially be
made under the Unit Option Plan. The Compensation Committee may, in the
future, determine to make grants under such plan to employees and directors
containing such terms as the Committee shall determine.
 
  Unit Options will have an exercise price equal to fair market value on the
date of grant. Unit Options granted during the Subordination Period will
become exercisable automatically upon, and in the same proportions as, the
conversion of the Subordinated Units to Common Units. If a grantee's
employment or membership on the Board of Directors is terminated by reason of
his death, disability or retirement, the grantee's Unit Options will become
immediately exercisable. In addition, a grantee's Unit Options will become
immediately exercisable in the event of a "change of control" of the General
Partner or Partnership (as defined in the Long-Term Incentive Plan).
 
  Upon exercise of a Unit Option, the General Partner will acquire Common
Units in the open market at a price equal to the then-prevailing price on the
principal national securities exchange upon which the Common Units are then
traded, or directly from the Partnership or any other person, or use Common
Units already owned by the General Partner, or any combination of the
foregoing. The General Partner will be entitled to reimbursement by the
Partnership for the difference between the cost incurred by the General
Partner in acquiring such Common Units and the proceeds received by the
General Partner from an optionee at the time of exercise. Thus, the cost of
the Unit Options will be borne by the Partnership. If the Partnership issues
new Common Units upon exercise of the Unit Options, the total number of Common
Units outstanding will increase and the General Partner will remit the
proceeds it received from the optionee upon exercise of the Unit Option to the
Partnership.
 
  The Unit Option Plan has been designed to furnish additional compensation to
key executives and directors and to align their economic interests with those
of Common Unitholders.
 
  The General Partner's Board of Directors in its discretion may terminate the
Long-Term Incentive Plan at any time with respect to any Common Units for
which a grant has not theretofore been made. The General Partner's Board of
Directors will also have the right to alter or amend the Long-Term Incentive
Plan or any part thereof from time to time; provided, however, that no change
in any outstanding grant may be made that would materially impair the rights
of the participant without the consent of such participant.
 
MANAGEMENT INCENTIVE PLAN
 
  The General Partner has adopted the Plains All American Pipeline, L.P.
Management Incentive Plan (the "Management Incentive Plan"). The Management
Incentive Plan is designed to enhance the financial performance of the General
Partner's key employees by rewarding them with cash awards for achieving
quarterly and/or annual financial performance objectives. The Management
Incentive Plan will be administered by the Compensation Committee. Individual
participants and payments, if any, for each fiscal quarter and year will be
determined by and in the discretion of the Compensation Committee. Any
incentive payments will be at the discretion of the Compensation Committee,
and the General Partner will be able to amend or change the Management
Incentive Plan at any time. The General Partner will be entitled to
reimbursement by the Partnership for payments and costs incurred under the
plan.
 
COMPENSATION OF DIRECTORS
 
  No additional remuneration will be paid to officers or employees of the
General Partner who also serve as directors. The General Partner anticipates
that each independent director will receive a combination of cash and Units
for attending meetings of the Board of Directors as well as committee
meetings. In addition, each independent director will be reimbursed for his
out-of-pocket expenses in connection with attending meetings of the Board of
Directors or committees thereof. Each director will be fully indemnified by
the Partnership for his actions associated with being a director to the extent
permitted under Delaware law.
 
                                      93

        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
  The following table sets forth the beneficial ownership of Units that will
be issued upon the consummation of the Transactions and held by beneficial
owners of 5% or more of the Units, by directors of the General Partner and by
all directors and executive officers of the General Partner as a group.

                                         PERCENTAGE OF              PERCENTAGE OF  PERCENTAGE
                             COMMON         COMMON     SUBORDINATED SUBORDINATED    OF TOTAL
                          UNITS TO BE     UNITS TO BE  UNITS TO BE   UNITS TO BE  UNITS TO BE
                          BENEFICIALLY   BENEFICIALLY  BENEFICIALLY BENEFICIALLY  BENEFICIALLY
NAME OF BENEFICIAL OWNER     OWNED           OWNED        OWNED         OWNED        OWNED
- ------------------------  ------------   ------------- ------------ ------------- ------------
                                                                   
Plains Resources
 Inc.(1)................   6,817,391         34.8%      9,800,000        100%         56.5%
Plains All American
 Inc.(2)................   6,817,391(3)      34.8%      9,800,000        100%         56.5%
Greg L. Armstrong.......          --           --              --         --            --
Harry N. Pefanis........          --           --              --         --            --
Phillip D. Kramer.......          --           --              --         --            --
George R. Coiner........          --           --              --         --            --
Michael R. Patterson....          --           --              --         --            --
Cynthia A. Feeback......          --           --              --         --            --
Robert V. Sinnott.......          --           --              --         --            --
All directors and
 executive officers as a
 group (7 persons)......          --           --              --         --            --

- --------
(1) Plains Resources Inc. is the sole stockholder of Plains All American Inc.,
    the General Partner. The address of Plains Resources Inc. is 500 Dallas,
    Suite 700, Houston, Texas 77002.
(2) The address of Plains All American Inc. is 500 Dallas, Suite 700, Houston,
    Texas 77002. If the over-allotment option is exercised, the General
    Partner and its affiliates will own 4,900,000 Common Units, representing
    25% of the outstanding Common Units and, together with its Subordinated
    Units, 50% of the total outstanding Units.
(3) Includes Common Units to be transferred to certain employees of the
    General Partner upon consummation of the Transactions.
 
  The following table sets forth the beneficial ownership of Plains Resources
common stock, par value $.10 per share (the "Plains Resources Common Stock"),
held by directors and executive officers of the General Partner.

                                                               SHARES    PERCENT
                                                            BENEFICIALLY   OF
NAME OF BENEFICIAL OWNER                                      OWNED(1)    CLASS
- ------------------------                                    ------------ -------
                                                                   
Greg L. Armstrong..........................................   227,901      1.3%
Phillip D. Kramer..........................................   118,352        *
Harry N. Pefanis...........................................   107,947        *
George R. Coiner...........................................     9,637        *
Michael R. Patterson.......................................   121,504        *
Cynthia A. Feeback.........................................    35,182        *
Robert V. Sinnott(2).......................................    67,510        *
Directors and Executive Officers as a group (7 persons)....   688,033      3.9%

- --------
*  Less than one percent.
(1) Includes both outstanding shares of Plains Resources Common Stock and
    shares of Plains Resources Common Stock such person has the right to
    acquire within 60 days after the date of this Prospectus by exercise of
    outstanding stock options. Shares subject to exercisable stock options
    include 224,250 for Mr. Armstrong; 8,750 for Mr. Coiner; 113,250 for Mr.
    Kramer; 34,250 for Ms. Feeback; 114,000 for Mr. Patterson; 106,500 for Mr.
    Pefanis; and 35,000 for Mr. Sinnott.
(2) Includes 27,777 shares of Plains Resources Common Stock issuable upon the
    conversion of 1,000 shares of Plains Resources Series E Cumulative
    Convertible Preferred Stock.
 
                                      94

                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
RIGHTS OF THE GENERAL PARTNER
 
  After this offering, the General Partner and its affiliates will own
6,817,391 Common Units and 9,800,000 Subordinated Units, representing an
aggregate 55.4% limited partner interest in the Partnership (49.0% if the
Underwriters' over-allotment option is exercised in full). In addition, the
General Partner will own an aggregate 2% general partner interest in the
Partnership and the Operating Partnership on a combined basis. Through the
General Partner's ability, as general partner, to manage and operate the
Partnership and the ownership of 6,817,391 Common Units and all of the
outstanding Subordinated Units by the General Partner and its affiliates
(effectively giving the General Partner the ability to veto certain actions of
the Partnership), the General Partner will have the ability to control the
management of the Partnership.
 
AGREEMENTS GOVERNING THE TRANSACTIONS
 
  In connection with the Transactions, the Partnership, the Operating
Partnership, the General Partner and certain other parties will enter into the
various documents and agreements that will effect the Transactions, including
the vesting of assets in, and the assumption of liabilities by, the Operating
Partnership, and the application of the proceeds of this offering. These
agreements will not be the result of arm's-length negotiations, and there can
be no assurance that they, or that any of the transactions provided for
therein, will be effected on terms at least as favorable to the parties to
such agreements as could have been obtained from unaffiliated third parties.
All of the transaction expenses incurred in connection with the Transactions,
including the expenses associated with vesting assets into the Operating
Partnership, will be paid from the proceeds of this offering. See "Business--
Title to Properties."
 
RELATIONSHIP WITH PLAINS RESOURCES
 
 General
 
  The Partnership will have extensive ongoing relationships with Plains
Resources. These relationships will include (i) Plains Resources' wholly owned
subsidiary, Plains All American Inc., serving as General Partner of the
Partnership, (ii) the Omnibus Agreement, providing for the resolution of
certain conflicts arising from the conduct of the Partnership and Plains
Resources of related businesses (see "Conflicts of Interest and Fiduciary
Responsibilities--Conflicts of Interest--The General Partner's Affiliates May
Compete with the Partnership Under Certain Circumstances") and for the General
Partner's indemnification of the Partnership for certain matters and (iii) the
Marketing Agreement with Plains Resources, providing for the marketing of
Plains Resources' crude oil production. See "Business--Terminalling and
Storage Activities and Gathering and Marketing Activities."
 
 Transactions with Affiliates
 
  The Plains Midstream Subsidiaries have marketed crude oil production of
Plains Resources, its subsidiaries and its royalty owners. The Plains
Midstream Subsidiaries paid approximately $101.2 million, $100.5 million and
$43.8 million for the purchase of these products for the years ended December
31, 1997, 1996 and 1995, respectively. In management's opinion, such purchases
were made at prevailing market rates. The Plains Midstream Subsidiaries did
not recognize a profit on the sale of the crude oil purchased from Plains
Resources.
 
  Plains Resources allocated certain general and administrative expenses to
the Plains Midstream Subsidiaries during 1997, 1996 and 1995. The types of
indirect expenses allocated to the Plains Midstream Subsidiaries during this
period were office rent, utilities, telephone services, data processing
services, office supplies and equipment maintenance. Direct expenses allocated
by Plains Resources were primarily salaries and benefits of employees engaged
in the business activities of the Plains Midstream Subsidiaries.

                                      95

 Indemnity from the General Partner
 
  In connection with the acquisition of the All American Pipeline and the SJV
Gathering System, Wingfoot agreed to indemnify the General Partner for certain
environmental and other liabilities. The indemnity is subject to limits of (i)
$10 million with respect to matters of corporate authorization and title to
shares, (ii) $21.5 million with respect to condition of rights of way, lease
rights and undisclosed liabilities and litigation and (iii) $30 million with
respect to environmental liabilities resulting from certain undisclosed and
pre-existing conditions. Wingfoot has no liability, however, until the
aggregate amount of losses, with respect to each such limit, is in excess of
$1 million. The indemnities will remain in effect for a two year period after
the date of the acquisition, with the exception of the environmental
indemnity, which will remain in effect for a period of three years after the
date of the Acquisition. The environmental indemnity is also subject to
certain sharing ratios which change based on whether the claim is made in the
first, second or third year of the indemnity as well as the amount of such
claim. The Partnership has also agreed to be solely responsible for the
cumulative aggregate amount of losses resulting from the oil leak from the All
American Pipeline to the extent such losses do not exceed $350,000. Any costs
in excess of $350,000 will be applied to the $1 million deductible for the
Wingfoot environmental indemnity. The General Partner has agreed to indemnify
the Partnership for environmental and other liabilities to the extent it is
indemnified by Wingfoot.
 
  Plains Resources has agreed to indemnify the Partnership for environmental
liabilities related to the assets of the Plains Midstream Subsidiaries
transferred to the Partnership that arose prior to closing and are discovered
within three years after closing (excluding liabilities resulting from a
change in law after closing). Plains Resources' indemnification obligation is
capped at $3 million (including up to $500,000 of reserves included in the
Partnership's working capital at closing).
 
             CONFLICTS OF INTEREST AND FIDUCIARY RESPONSIBILITIES
 
CONFLICTS OF INTEREST
 
  Certain conflicts of interest exist and may arise in the future as a result
of the relationships between the General Partner and Plains Resources, its
sole stockholder, and its other affiliates, on the one hand, and the
Partnership and its limited partners, on the other hand. The directors and
officers of the General Partner have fiduciary duties to manage the General
Partner, including its investments in its subsidiaries and affiliates, in a
manner beneficial to Plains Resources. At the same time, the General Partner
has a fiduciary duty to manage the Partnership in a manner beneficial to the
Partnership and the Unitholders. The Partnership Agreement contains certain
provisions that allow the General Partner to take into account the interests
of parties in addition to the Partnership in resolving conflicts of interest,
thereby limiting its fiduciary duty to the Unitholders, as well as provisions
that may restrict the remedies available to Unitholders for actions taken that
might, without such limitations, constitute breaches of fiduciary duty. The
duty of the directors and officers of the General Partner to Plains Resources
may, therefore, come into conflict with the duties of the General Partner to
the Partnership and the Unitholders. The Conflicts Committee of the Board of
Directors of the General Partner will, at the request of the General Partner,
review conflicts of interest that may arise between the General Partner,
Plains Resources or its other affiliates, on the one hand, and the
Partnership, on the other. See "--Fiduciary and Other Duties" and
"Management--Partnership Management."
 
  The fiduciary obligations of general partners is a developing area of law.
The provisions of the Delaware Act that allow the fiduciary duties of a
general partner to be waived or restricted by a partnership agreement have not
been resolved in a court of law, and the General Partner has not obtained an
opinion of counsel covering the provisions set forth in the Partnership
Agreement that purport to waive or restrict fiduciary duties of the General
Partner. Unitholders should consult their own legal counsel concerning the
fiduciary responsibilities of the General Partner and its officers and
directors and the remedies available to the Unitholders.
 
                                      96

  Conflicts of interest could arise with respect to the situations described
below, among others:
 
 Certain Actions Taken by the General Partner May Affect the Amount of Cash
 Available for Distribution to Unitholders or Accelerate the Conversion of
 Subordinated Units
 
  Decisions of the General Partner with respect to the amount and timing of
asset purchases and sales, cash expenditures, borrowings, issuances of
additional Units and the creation, reduction or increase of reserves in any
quarter will affect whether, or the extent to which, there is sufficient
Available Cash from Operating Surplus to meet the Minimum Quarterly
Distribution and Target Distributions Levels on all Units in a given quarter
or in subsequent quarters. The Partnership Agreement provides that any
borrowings by the Partnership or the approval thereof by the General Partner
shall not constitute a breach of any duty owed by the General Partner to the
Partnership or the Unitholders, including borrowings that have the purpose or
effect, directly or indirectly, of enabling the General Partner and its
affiliates to receive distributions on any Units held by them or the Incentive
Distributions or hasten the expiration of the Subordination Period or the
conversion of the Subordinated Units into Common Units. The Partnership
Agreement provides that the Partnership and the Operating Partnership may
borrow funds from the General Partner and its affiliates. The General Partner
and its affiliates may not borrow funds from the Partnership or the Operating
Partnership. Furthermore, any actions taken by the General Partner consistent
with the standards of reasonable discretion set forth in the definitions of
Available Cash, Operating Surplus and Capital Surplus will be deemed not to
constitute a breach of any duty of the General Partner to the Partnership or
the Unitholders.
 
 The Partnership Will Not Have Any Employees and Will Rely on the Employees of
 the General Partner and Its Affiliates
 
  The Partnership will not have any officers or employees and will rely solely
on officers and employees of the General Partner and its affiliates.
Affiliates of the General Partner will conduct business and activities of
their own in which the Partnership will have no economic interest. If such
separate activities of the affiliates of the General Partner are significantly
greater than the activities of the Partnership, there could be material
competition between the Partnership and General Partner for the time and
effort of the officers and employees who provide services to the General
Partner. Although it is anticipated that certain officers and employees of the
General Partner will be devoting a substantial part of their time towards the
business of the Partnership, such officers and employees will not be required
to spend any specified percentage or amount of their time on the business of
the Partnership and will be free to spend time on business of the General
Partner's affiliates unrelated to the business of the Partnership.
 
 The Partnership Will Reimburse the General Partner and Its Affiliates for
Certain Expenses
 
  Under the terms of the Partnership Agreement, the General Partner and its
affiliates will be reimbursed by the Partnership for certain expenses incurred
on behalf of the Partnership, including costs incurred in providing corporate
staff and support services to the Partnership. The Partnership Agreement
provides that the General Partner will determine the expenses that are
allocable to the Partnership in any reasonable manner determined by the
General Partner in its sole discretion. See "Management--Reimbursement of
Expenses of the General Partner and its Affiliates."
 
 The General Partner Intends to Limit its Liability With Respect to the
Partnership's Obligations
 
  Whenever possible, the General Partner intends to limit the Partnership's
liability under contractual arrangements to all or particular assets of the
Partnership, with the other party thereto having no recourse against the
General Partner or its assets. The Partnership Agreement provides that any
action by the General Partner in so limiting the liability of the General
Partner or that of the Partnership will not be deemed to be a breach of the
General Partner's fiduciary duties, even if the Partnership could have
obtained more favorable terms without such limitation on liability.
 
                                      97

 Common Unitholders Will Have No Right to Enforce Obligations of the General
 Partner and Its Affiliates Under Agreements with the Partnership
 
  Any agreements between the Partnership, on the one hand, and the General
Partner and its affiliates, on the other, will not grant to the Unitholders,
separate and apart from the Partnership, the right to enforce the obligations
of the General Partner and such affiliates in favor of the Partnership.
Therefore, the General Partner, in its capacity as the general partner of the
Partnership, will be primarily responsible for enforcing such obligations.
 
 Contracts Between the Partnership, on the One Hand, and the General Partner
 and Its Affiliates, on the Other, Will Not be the Result of Arm's-Length
 Negotiations
 
  Under the terms of the Partnership Agreement, the General Partner is not
restricted from causing the Partnership to pay the General Partner or its
affiliates for any services rendered or entering into additional contractual
arrangements with any of such entities on behalf of the Partnership, provided
such services or contractual agreements are on terms fair and reasonable to
the Partnership. See "--Fiduciary and Other Duties." Neither the Partnership
Agreement nor any of the other agreements, contracts and arrangements between
the Partnership, on the one hand, and the General Partner and its affiliates,
on the other, are or will be the result of arm's-length negotiations. All of
such transactions entered into after the sale of the Common Units offered in
this offering are to be on terms which are fair and reasonable to the
Partnership, provided that any transaction shall be deemed fair and reasonable
if (i) such transaction is approved by the Conflicts Committee, (ii) its terms
are no less favorable to the Partnership than those generally being provided
to or available from unrelated third parties or (iii) taking into account the
totality of the relationships between the parties involved (including other
transactions that may be particularly favorable or advantageous to the
Partnership), the transaction is fair to the Partnership. The General Partner
and its affiliates will have no obligation to permit the Partnership to use
any facilities or assets of the General Partner and such affiliates, except as
may be provided in contracts entered into from time to time specifically
dealing with such use, nor shall there be any obligation of the General
Partner and its affiliates to enter into any such contracts.
 
 Common Units are Subject to the General Partner's Limited Call Right
 
  The General Partner may exercise its right to call and purchase Common Units
as provided in the Partnership Agreement or assign such right to one of its
affiliates or to the Partnership. The General Partner may use its own
discretion, free of fiduciary duty restrictions, in determining whether to
exercise such right. As a consequence, a Common Unitholder may have his Common
Units purchased from him even though he may not desire to sell them, and the
price paid may be less than the amount the holder would desire to receive upon
sale of his Common Units. For a description of such right, see "The
Partnership Agreement--Limited Call Right."
 
 The Partnership May Retain Separate Counsel for Itself or for the Holders of
 Common Units; Advisors Retained by the Partnership for this Offering Have Not
 Been Retained to Act for Holders of Common Units
 
  The Common Unitholders have not been represented by counsel in connection
with the preparation of the Partnership Agreement or other agreements referred
to herein or in establishing the terms of this offering. The attorneys,
independent public accountants and others who have performed services for the
Partnership in connection with this offering have been retained by the General
Partner, its affiliates and the Partnership and may continue to be retained by
the General Partner, its affiliates and the Partnership after this offering.
Attorneys, independent public accountants and others who will perform services
for the Partnership in the future will be selected by the General Partner or
the Conflicts Committee and may also perform services for the General Partner
and its affiliates. The Partnership may retain separate counsel for itself or
the holders of Common Units in the event of a conflict of interest arising
between the General Partner and its affiliates, on the one hand, and the
Partnership or the holders of Common Units, on the other, after the sale of
the Common Units offered hereby, depending on the nature of such conflict, but
it does not intend to do so in most cases.
 
                                      98

 The General Partner's Affiliates May Compete with the Partnership Under
Certain Circumstances
 
  The Partnership Agreement provides that the General Partner will be
restricted from engaging in any business activities other than those
incidental to its ownership of interests in the Partnership. Except as
provided in the Partnership Agreement and the "Omnibus Agreement" to be
entered into among the Partnership, the Operating Partnership, the General
Partner and Plains Resources, affiliates of the General Partner will be free
to engage in any type of business activity whatsoever, including certain
activities that may be in direct competition with the Partnership. The Omnibus
Agreement provides that, so long as the General Partner is an affiliate of
Plains Resources, neither Plains Resources nor any of its affiliates (other
than the General Partner and the Partnership) (a "Plains Entity") will engage
in or acquire any business engaged in the following activities (a "Restricted
Business"): (a) crude oil storage, terminalling and gathering activities in
the lower 48 states for any party other than a Plains Entity, (b) marketing
activities, other than marketing activities a Plains Entity is permitted to
engage under the Marketing Agreement, and (c) transportation of crude oil by
pipeline in the lower 48 states for any party other than a Plains Entity.
Notwithstanding the foregoing, a Plains Entity may engage in a Restricted
Business if:
 
      (i) The Restricted Business was engaged in by the Plains Entity at
    the closing of this offering.
 
      (ii) The Restricted Business is acquired as part of an acquisition of
    other assets and the value of the assets associated with the Restricted
    Business does not exceed $10 million.
 
      (iii) The Restricted Business is acquired as part of an acquisition
    of other assets and the value of the assets associated with the
    Restricted Business exceeds $10 million and the General Partner (with
    the concurrence of the Conflicts Committee) has elected not to cause
    the Partnership to pursue such opportunity.
 
  Except as provided in the Omnibus Agreement, a Plains Entity will be free to
engage in any type of business activity whatsoever, including those that may
be in direct competition with the Partnership. The Omnibus Agreement may not
be amended without the concurrence of the Conflicts Committee.
 
  The Omnibus Agreement may be terminated by Plains Resources upon a "change
of control" of Plains Resources. A "change of control" will be deemed to occur
upon (i) the acquisition of more than 50% of the outstanding common equity of
Plains Resources by any entity or (ii) the consummation of a merger in which
the holders of Plains Resources' voting securities hold less than 50% of the
voting securities of the surviving entity. Accordingly, in the event of a
"change of control" of Plains Resources, the owner of the General Partner will
not be restricted from engaging in businesses which compete directly with the
Partnership. A sale or transfer of the general partner interest or capital
stock of the General Partner will result in the purchaser or transferee being
bound by the noncompetition provisions of the Omnibus Agreement.
 
FIDUCIARY AND OTHER DUTIES
 
  The General Partner will be accountable to the Partnership and the
Unitholders as a fiduciary. Consequently, the General Partner must exercise
good faith and integrity in handling the assets and affairs of the
Partnership. In contrast to the relatively well-developed law concerning
fiduciary duties owed by officers and directors to the shareholders of a
corporation, the law concerning the duties owed by a general partner to other
partners and to partnerships is relatively undeveloped. Neither the Delaware
Revised Uniform Limited Partnership Act (the "Delaware Act") nor case law
defines with particularity the fiduciary duties owed by a general partner to
limited partners or a limited partnership, but the Delaware Act provides that
Delaware limited partnerships may, in their partnership agreements, restrict
or expand the fiduciary duties that might otherwise be applied by a court in
analyzing the standard of duty owed by a general partner to limited partners
and the partnership.
 
  Fiduciary duties are generally considered to include an obligation to act
with the highest good faith, fairness and loyalty. Such duty of loyalty, in
the absence of a provision in a partnership agreement providing otherwise,
would generally prohibit a general partner of a Delaware limited partnership
from taking any action or engaging
 
                                      99

in any transaction as to which it has a conflict of interest. In order to
induce the General Partner to manage the business of the Partnership, the
Partnership Agreement, as permitted by the Delaware Act, contains various
provisions intended to have the effect of restricting the fiduciary duties
that might otherwise be owed by the General Partner to the Partnership and its
partners and waiving or consenting to conduct by the General Partner and its
affiliates that might otherwise raise issues as to compliance with fiduciary
duties or applicable law.
 
  The Partnership Agreement provides that in order to become a limited partner
of the Partnership, a holder of Common Units is required to agree to be bound
by the provisions thereof, including the provisions discussed above. This is
in accordance with the policy of the Delaware Act favoring the principle of
freedom of contract and the enforceability of partnership agreements. The
failure of a limited partner or assignee to sign a partnership agreement does
not render the partnership agreement unenforceable against such person.
 
  The Partnership Agreement provides that whenever a conflict arises between
the General Partner or its affiliates, on the one hand, and the Partnership or
any other partner, on the other, the General Partner shall resolve such
conflict. The General Partner in general shall not be in breach of its
obligations under the Partnership Agreement or its duties to the Partnership
or the Unitholders if the resolution of such conflict is fair and reasonable
to the Partnership, and any resolution shall conclusively be deemed to be fair
and reasonable to the Partnership if such resolution is (i) approved by the
Conflicts Committee (although no party is obligated to seek such approval and
the General Partner may adopt a resolution or course of action that has not
received such approval), (ii) on terms no less favorable to the Partnership
than those generally being provided to or available from unrelated third
parties or (iii) fair to the Partnership, taking into account the totality of
the relationships between the parties involved (including other transactions
that may be particularly favorable or advantageous to the Partnership). In
resolving such conflict, the General Partner may (unless the resolution is
specifically provided for in the Partnership Agreement) consider the relative
interests of the parties involved in such conflict or affected by such action,
any customary or accepted industry practices or historical dealings with a
particular person or entity and, if applicable, generally accepted accounting
practices or principles and such other factors as its deems relevant. Thus,
unlike the strict duty of a fiduciary who must act solely in the best
interests of his beneficiary, the Partnership Agreement permits the General
Partner to consider the interests of all parties to a conflict of interest,
including the interests of the General Partner. In connection with the
resolution of any conflict that arises, unless the General Partner has acted
in bad faith, the action taken by the General Partner shall not constitute a
breach of the Partnership Agreement, any other agreement or any standard of
care or duty imposed by the Delaware Act or other applicable law. The
Partnership Agreement also provides that in certain circumstances the General
Partner may act in its sole discretion, in good faith or pursuant to other
appropriate standards.
 
  The Delaware Act provides that a limited partner may institute legal action
on behalf of the partnership (a partnership derivative action) to recover
damages from a third party where the general partner has refused to institute
the action or where an effort to cause the general partner to do so is not
likely to succeed. In addition, the statutory or case law of certain
jurisdictions may permit a limited partner to institute legal action on behalf
of himself and all other similarly situated limited partners (a class action)
to recover damages from a general partner for violations of its fiduciary
duties to the limited partners.
 
  The Partnership Agreement also provides that any standard of care and duty
imposed thereby or under the Delaware Act or any applicable law, rule or
regulation will be modified, waived or limited, to the extent permitted by
law, as required to permit the General Partner and its officers and directors
to act under the Partnership Agreement or any other agreement contemplated
therein and to make any decisions pursuant to the authority prescribed in the
Partnership Agreement, so long as such action is reasonably believed by the
General Partner to be in, or not inconsistent with, the best interests of the
Partnership. Further, the Partnership Agreement provides that the General
Partner and its officers and directors will not be liable for monetary damages
to the Partnership, the limited partners or assignees for errors of judgment
or for any acts or omissions if the General Partner and such other persons
acted in good faith.
 
                                      100

  In addition, under the terms of the Partnership Agreement, the Partnership
is required to indemnify the General Partner and its officers, directors,
employees, affiliates, partners, members, agents and trustees, to the fullest
extent permitted by law, against liabilities, costs and expenses incurred by
the General Partner or such other persons, if the General Partner or such
persons acted in good faith and in a manner they reasonably believed to be in,
or not opposed to, the best interests of the Partnership and, with respect to
any criminal proceedings, had no reasonable cause to believe their conduct was
unlawful. See "The Partnership Agreement--Indemnification." Thus, the General
Partner could be indemnified for its negligent acts if it met such
requirements concerning good faith and the best interests of the Partnership.
 
                                      101

                        DESCRIPTION OF THE COMMON UNITS
 
  Upon consummation of this offering, the Common Units will be registered
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations promulgated thereunder, and the Partnership will
be subject to the reporting and certain other requirements of the Exchange
Act. The Partnership will be required to file periodic reports containing
financial and other information with the Securities and Exchange Commission
(the "Commission").
 
  Purchasers of Common Units in this offering and subsequent transferees of
Common Units (or their brokers, agents or nominees on their behalf) who wish
to become Unitholders of record will be required to execute Transfer
Applications, the form of which is included as Appendix B to this Prospectus,
before the purchase or transfer of such Common Units will be registered on the
records of the Transfer Agent and before cash distributions or federal income
tax allocations can be made to the purchaser or transferee. The Partnership
will be entitled to treat the nominee holder of a Common Unit as the absolute
owner thereof, and the beneficial owner's rights will be limited solely to
those that it has against the nominee holder as a result of or by reason of
any understanding or agreement between such beneficial owner and nominee
holder.
 
THE UNITS
 
  The Common Units and the Subordinated Units represent limited partner
interests in the Partnership, which entitle the holders thereof to participate
in Partnership distributions and exercise the rights or privileges available
to limited partners under the Partnership Agreement. For a description of the
relative rights and preferences of holders of Common Units and Subordinated
Units in and to Partnership distributions, together with a description of the
circumstances under which Subordinated Units may convert into Common Units,
see "Cash Distribution Policy." For a description of the rights and privileges
of limited partners under the Partnership Agreement, see "The Partnership
Agreement."
 
TRANSFER AGENT AND REGISTRAR
 
  Duties.       will serve as registrar and transfer agent (the "Transfer
Agent") for the Common Units and will receive a fee from the Partnership for
serving in such capacities. All fees charged by the Transfer Agent for
transfers of Common Units will be borne by the Partnership and not by the
holders of Common Units, except that fees similar to those customarily paid by
stockholders for surety bond premiums to replace lost or stolen certificates,
taxes and other governmental charges, special charges for services requested
by a holder of a Common Unit and other similar fees or charges will be borne
by the affected holder. There will be no charge to holders for disbursements
of the Partnership's cash distributions. The Partnership will indemnify the
Transfer Agent, its agents and each of their respective shareholders,
directors, officers and employees against all claims and losses that may arise
out of acts performed or omitted in respect of its activities as such, except
for any liability due to any negligence, gross negligence, bad faith or
intentional misconduct of the indemnified person or entity.
 
RESIGNATION OR REMOVAL
 
  The Transfer Agent may at any time resign, by notice to the Partnership, or
be removed by the Partnership, such resignation or removal to become effective
upon the appointment by the Partnership of a successor transfer agent and
registrar and its acceptance of such appointment. If no successor has been
appointed and accepted such appointment within 30 days after notice of such
resignation or removal, the General Partner is authorized to act as the
transfer agent and registrar until a successor is appointed.
 
TRANSFER OF COMMON UNITS
 
  Until a Common Unit has been transferred on the books of the Partnership,
the Partnership and the Transfer Agent, notwithstanding any notice to the
contrary, may treat the record holder thereof as the absolute owner for
 
                                      102

all purposes, except as otherwise required by law or stock exchange
regulations. The transfer of the Common Units to persons that purchase
directly from the Underwriters will be accomplished through the completion,
execution and delivery of a Transfer Application by such investor in
connection with such Common Units. Any subsequent transfers of a Common Unit
will not be recorded by the Transfer Agent or recognized by the Partnership
unless the transferee executes and delivers a Transfer Application. By
executing and delivering a Transfer Application (the form of which is set
forth as Appendix B to this Prospectus and which is also set forth on the
reverse side of the certificates representing the Common Units), the
transferee of Common Units (i) becomes the record holder of such Common Units
and shall constitute an assignee until admitted into the Partnership as a
substitute limited partner, (ii) automatically requests admission as a
substituted limited partner in the Partnership, (iii) agrees to be bound by
the terms and conditions of, and executes, the Partnership Agreement, (iv)
represents that such transferee has the capacity, power and authority to enter
into the Partnership Agreement, (v) grants powers of attorney to officers of
the General Partner and any liquidator of the Partnership as specified in the
Partnership Agreement and (vi) makes the consents and waivers contained in the
Partnership Agreement. An assignee will become a substituted limited partner
of the Partnership in respect of the transferred Common Units upon the consent
of the General Partner and the recordation of the name of the assignee on the
books and records of the Partnership. Such consent may be withheld in the sole
discretion of the General Partner.
 
  Common Units are securities and are transferable according to the laws
governing transfer of securities. In addition to other rights acquired upon
transfer, the transferor gives the transferee the right to request admission
as a substituted limited partner in the Partnership in respect of the
transferred Common Units. A purchaser or transferee of Common Units who does
not execute and deliver a Transfer Application obtains only (a) the right to
assign the Common Units to a purchaser or other transferee and (b) the right
to transfer the right to seek admission as a substituted limited partner in
the Partnership with respect to the transferred Common Units. Thus, a
purchaser or transferee of Common Units who does not execute and deliver a
Transfer Application will not receive cash distributions or federal income tax
allocations unless the Common Units are held in a nominee or "street name"
account and the nominee or broker has executed and delivered a Transfer
Application with respect to such Common Units, and may not receive certain
federal income tax information or reports furnished to record holders of
Common Units. The transferor of Common Units will have a duty to provide such
transferee with all information that may be necessary to obtain registration
of the transfer of the Common Units, but a transferee agrees, by acceptance of
the certificate representing Common Units, that the transferor will not have a
duty to insure the execution of the Transfer Application by the transferee and
will have no liability or responsibility if such transferee neglects to or
chooses not to execute and forward the Transfer Application to the Transfer
Agent. See "The Partnership Agreement--Status as Limited Partner or Assignee."
 
                                      103

                           THE PARTNERSHIP AGREEMENT
 
  The following paragraphs are a summary of the material provisions of the
Partnership Agreement. The form of the Partnership Agreement for the
Partnership is included in this Prospectus as Appendix A. The form of
Partnership Agreement for each of Plains Operating, L.P. and All American
Pipeline, L.P. (the "Operating Partnership Agreements") is included as an
exhibit to the Registration Statement of which this Prospectus constitutes a
part. The Partnership will provide prospective investors with a copy of the
form of the Operating Partnership Agreements upon request at no charge. The
discussions presented herein and below of the material provisions of the
Partnership Agreement are qualified in their entirety by reference to the
Partnership Agreement and the Operating Partnership Agreements. The
Partnership will be the sole limited partner of the Operating Partnership,
which will own, manage and operate the Partnership's business. The General
Partner will serve as the general partner of the Partnership and of the
Operating Partnership, owning an aggregate 2% general partner interest in the
Partnership and the Operating Partnership on a combined basis. The General
Partner will manage and operate the Partnership. Unless the context otherwise
requires, references herein to the "Partnership Agreement" constitute
references to the Partnership Agreement and the Operating Partnership
Agreements, collectively.
 
  Certain provisions of the Partnership Agreement are summarized elsewhere in
this Prospectus under various headings. With regard to the transfer of Common
Units, see "Description of the Common Units--Transfer of Common Units." With
regard to distributions of Available Cash, see "Cash Distribution Policy."
With regard to allocations of taxable income and taxable loss, see "Tax
Considerations." Prospective investors are urged to review these sections of
this Prospectus and the Partnership Agreement carefully.
 
ORGANIZATION AND DURATION
 
  The Partnership was organized in September 1998. The Partnership will
dissolve on December 31, 2088, unless sooner dissolved pursuant to the terms
of the Partnership Agreement.
 
PURPOSE
 
  The purpose of the Partnership under the Partnership Agreement is limited to
serving as the limited partner of the Operating Partnership and engaging in
any business activity that may be engaged in by the Operating Partnership. The
Operating Partnership Agreement provides that the Operating Partnership may,
directly or indirectly, engage in (i) the operations as conducted immediately
prior to this offering, (ii) any other activity approved by the General
Partner but only to the extent that the General Partner reasonably determines
that, as of the date of the acquisition or commencement of such activity, such
activity will not result in the Partnership being treated as an association
taxable as a corporation for federal income tax purposes or (iii) any activity
that enhances the operations of an activity that is described in (i) or (ii)
above. Although the General Partner has the ability under the Partnership
Agreement to cause the Partnership and the Operating Partnership to engage in
activities other than the transportation, terminalling and storage and
gathering and marketing of crude oil, the General Partner has no current
intention of doing so. The General Partner is authorized in general to perform
all acts deemed necessary to carry out such purposes and to conduct the
business of the Partnership.
 
POWER OF ATTORNEY
 
  Each Limited Partner, and each person who acquires a Unit from a Unitholder
and executes and delivers a Transfer Application with respect thereto, grants
to the General Partner and, if a liquidator of the Partnership has been
appointed, such liquidator, a power of attorney to, among other things,
execute and file certain documents required in connection with the
qualification, continuance or dissolution of the Partnership or the amendment
of the Partnership Agreement in accordance with the terms thereof and to make
consents and waivers contained in the Partnership Agreement.

                                      104

CAPITAL CONTRIBUTIONS
 
  For a description of the initial capital contributions to be made to the
Partnership, see "The Transactions." The Unitholders are not obligated to make
additional capital contributions to the Partnership, except as described below
under "--Limited Liability."
 
LIMITED LIABILITY
 
  Assuming that a Limited Partner does not participate in the control of the
business of the Partnership within the meaning of the Delaware Act and that he
otherwise acts in conformity with the provisions of the Partnership Agreement,
his liability under the Delaware Act will be limited, subject to certain
possible exceptions, to the amount of capital he is obligated to contribute to
the Partnership in respect of his Common Units plus his share of any
undistributed profits and assets of the Partnership. If it were determined,
however, that the right or exercise of the right by the Limited Partners as a
group to remove or replace the General Partner, to approve certain amendments
to the Partnership Agreement or to take other action pursuant to the
Partnership Agreement constituted "participation in the control" of the
Partnership's business for the purposes of the Delaware Act, then the Limited
Partners could be held personally liable for the Partnership's obligations
under the laws of Delaware to the same extent as the General Partner with
respect to persons who transact business with the Partnership reasonably
believing, based on the Limited Partner's conduct, that the Limited Partner is
a general partner.
 
  Under the Delaware Act, a limited partnership may not make a distribution to
a partner to the extent that at the time of the distribution, after giving
effect to the distribution, all liabilities of the partnership, other than
liabilities to partners on account of their partnership interests and
liabilities for which the recourse of creditors is limited to specific
property of the partnership, exceed the fair value of the assets of the
limited partnership. For the purpose of determining the fair value of the
assets of a limited partnership, the Delaware Act provides that the fair value
of property subject to liability for which recourse of creditors is limited
shall be included in the assets of the limited partnership only to the extent
that the fair value of that property exceeds that nonrecourse liability. The
Delaware Act provides that a limited partner who receives such a distribution
and knew at the time of the distribution that the distribution was in
violation of the Delaware Act shall be liable to the limited partnership for
the amount of the distribution for three years from the date of the
distribution. Under the Delaware Act, an assignee who becomes a substituted
limited partner of a limited partnership is liable for the obligations of his
assignor to make contributions to the partnership, except the assignee is not
obligated for liabilities unknown to him at the time he became a limited
partner and which could not be ascertained from the partnership agreement.
 
  The Operating Partnership will initially conduct business in at least eleven
states. Maintenance of limited liability may require compliance with legal
requirements in such jurisdictions in which the Operating Partnership conducts
business, including qualifying the Operating Partnership to do business there.
Limitations on the liability of limited partners for the obligations of a
limited partner have not been clearly established in many jurisdictions. If it
were determined that the Partnership was, by virtue of its limited partner
interest in the Operating Partnership or otherwise, conducting business in any
state without compliance with the applicable limited partnership statute, or
that the right or exercise of the right by the Limited Partners as a group to
remove or replace the General Partner, to approve certain amendments to the
Partnership Agreement, or to take other action pursuant to the Partnership
Agreement constituted "participation in the control" of the Partnership's
business for the purposes of the statutes of any relevant jurisdiction, then
the Limited Partners could be held personally liable for the Partnership's
obligations under the law of such jurisdiction to the same extent as the
General Partner under certain circumstances. The Partnership will operate in
such manner as the General Partner deems reasonable and necessary or
appropriate to preserve the limited liability of the Limited Partners.
 
ISSUANCE OF ADDITIONAL SECURITIES
 
  The Partnership Agreement authorizes the Partnership to issue an unlimited
number of additional limited partner interests and other equity securities of
the Partnership for such consideration and on such terms and
 
                                      105

conditions as are established by the General Partner in its sole discretion
without the approval of any limited partners; provided that, during the
Subordination Period, except as provided in clauses (i) and (ii) below, the
Partnership may not issue equity securities of the Partnership ranking prior
or senior to the Common Units or an aggregate of more than 9,800,000
additional Common Units (which number shall be subject to adjustment in the
event of a combination or subdivision of Common Units and shall exclude Common
Units issued upon the exercise of the Underwriters' over-allotment option),
upon conversion of Subordinated Units, pursuant to employee benefit plans or
upon conversion of the general partner interests and Incentive Distribution
Rights as a result of a withdrawal of the General Partner or an equivalent
number of securities ranking on a parity with the Common Units without the
approval of the holders of at least a Unit Majority. During the Subordination
Period, the Partnership may also issue an unlimited number of additional
Common Units or parity securities without the approval of the Unitholders (i)
if such issuance occurs (A) in connection with an Acquisition or a Capital
Improvement or (B) within 365 days of, and the net proceeds from such issuance
are used to repay debt incurred in connection with, an Acquisition or a
Capital Improvement, in each case where such Acquisition or Capital
Improvement involves assets that, if acquired by the Partnership as of the
date that is one year prior to the first day of the quarter in which such
transaction is to be effected, would have resulted in an increase in (1) the
amount of Adjusted Operating Surplus generated by the Partnership on a per-
Unit basis (for all outstanding Units) with respect to each of the four most
recently completed quarters (on a pro forma basis) as compared to (2) the
actual amount of Adjusted Operating Surplus generated by the Partnership on a
per-Unit basis (for all outstanding Units) (excluding Adjusted Operating
Surplus attributable to the Acquisition or Capital Improvement) with respect
to each of such four most recently completed quarters or (ii) if the proceeds
from such issuance are used exclusively to repay up to $40 million in
indebtedness of a member of the Partnership Group, only where the aggregate
amount of distributions that would have been paid with respect to such newly
issued Units and the related additional distributions that would have been
made to the General Partner in respect of the (actual or pro forma) four-
quarter period ending prior to the first day of the quarter in which the
issuance is to be consummated (assuming such additional Units had been
outstanding throughout such period and that distributions equal to the
distributions that were actually paid on the outstanding Units during the
period were paid on such additional Units) did not exceed the interest costs
actually incurred during such period on the indebtedness that is to be repaid
(or, if such indebtedness was not outstanding throughout the entire period,
would have been incurred had such indebtedness been outstanding for the entire
period). In accordance with Delaware law and the provisions of the Partnership
Agreement, the Partnership may also issue additional Partnership interests
that, in the sole discretion of the General Partner, may have special voting
rights to which the Common Units are not entitled.
 
  Upon issuance of additional Partnership Securities (other than upon exercise
of the over-allotment option), the General Partner will be required to make
additional capital contributions to the extent necessary to maintain its 2%
general partner interest in the Partnership and Operating Partnership.
Moreover, the General Partner will have the right, which it may from time to
time assign in whole or in part to any of its affiliates, to purchase Common
Units, Subordinated Units or other equity securities of the Partnership from
the Partnership whenever, and on the same terms that, the Partnership issues
such securities or rights to persons other than the General Partner and its
affiliates, to the extent necessary to maintain the percentage interest of the
General Partner and its affiliates in the Partnership (including their
interest represented by Common Units and Subordinated Units) that existed
immediately prior to each such issuance. The holders of Common Units will not
have preemptive rights to acquire additional Common Units or other partnership
interests that may be issued by the Partnership.
 
AMENDMENT OF PARTNERSHIP AGREEMENT
 
  Amendments to the Partnership Agreement may be proposed only by or with the
consent of the General Partner, which consent may be given or withheld in its
sole discretion. In order to adopt a proposed amendment (other than certain
amendments discussed below), the General Partner is required to seek written
approval of the holders of the number of Units required to approve such
amendment or call a meeting of the Limited Partners to consider and vote upon
the proposed amendment. In general, proposed amendments must be approved by
holders of a Unit Majority, except that no amendment may be made which would
(i) enlarge the obligations of any Limited Partner without its consent, unless
approved by at least a majority of the type or class of Units so
 
                                      106

affected, (ii) enlarge the obligations of, restrict in any way any action by
or rights of, or reduce in any way the amounts distributable, reimbursable or
otherwise payable by the Partnership to the General Partner or any of its
affiliates without its consent, which may be given or withheld in its sole
discretion, (iii) change the term of the Partnership, (iv) provide that the
Partnership is not dissolved upon the expiration of its term or upon an
election to dissolve the Partnership by the General Partner that is approved
by holders of a Unit Majority or (v) give any person the right to dissolve the
Partnership other than the General Partner's right to dissolve the Partnership
with the approval of holders of a Unit Majority. The provision of the
Partnership Agreement preventing the amendments having the effects described
in clauses (i)-(v) above can be amended upon the approval of the holders of at
least 90% of the Common Units and Subordinated Units voting together as a
single class.
 
  The General Partner may generally make amendments to the Partnership
Agreement without the approval of any Limited Partner or assignee to reflect
(i) a change in the name of the Partnership, the location of the principal
place of business of the Partnership, the registered agent or the registered
office of the Partnership, (ii) the admission, substitution, withdrawal or
removal of partners in accordance with the Partnership Agreement, (iii) a
change that, in the discretion of the General Partner, is necessary or
advisable to qualify or continue the qualification of the Partnership as a
limited partnership or a partnership in which the Limited Partners have
limited liability under the laws of any state or to ensure that neither the
Partnership nor the Operating Partnership will be treated as an association
taxable as a corporation or otherwise taxed as an entity for federal income
tax purposes, (iv) an amendment that is necessary, in the opinion of counsel
to the Partnership, to prevent the Partnership, or the General Partner or its
directors, officers, agents or trustees, from in any manner being subjected to
the provisions of the Investment Company Act of 1940, as amended, the
Investment Advisors Act of 1940, as amended, or "plan asset" regulations
adopted under the Employee Retirement Income Security Act of 1974, as amended,
whether or not substantially similar to plan asset regulations currently
applied or proposed, (v) subject to the limitations on the issuance of
additional Common Units or other limited or general partner interests
described above, an amendment that in the discretion of the General Partner is
necessary or advisable in connection with the authorization of additional
limited or general partner interests, (vi) any amendment expressly permitted
in the Partnership Agreement to be made by the General Partner acting alone,
(vii) an amendment effected, necessitated or contemplated by a merger
agreement that has been approved pursuant to the terms of the Partnership
Agreement, (viii) any amendment that, in the discretion of the General
Partner, is necessary or advisable in connection with the formation by the
Partnership of, or its investment in, any corporation, partnership or other
entity (other than the Operating Partnership) as otherwise permitted by the
Partnership Agreement, (ix) a change in the fiscal year and/or taxable year of
the Partnership and changes related thereto, and (x) any other amendments
substantially similar to any of the foregoing.
 
  In addition to the General Partner's right to amend the Partnership
Agreement as described above, the General Partner may make amendments to the
Partnership Agreement without the approval of any Limited Partner or assignee
if such amendments, in the discretion of the General Partner, (i) do not
adversely affect the Limited Partners in any material respect, (ii) are
necessary or advisable to satisfy any requirements, conditions or guidelines
contained in any opinion, directive, order, ruling or regulation of any
federal or state agency or judicial authority or contained in any federal or
state statute, (iii) are necessary or advisable to facilitate the trading of
the Common Units (including the division of any class or classes of
outstanding Partnership Securities into different classes to facilitate
uniformity of tax consequences within such classes of Partnership Securities)
or to comply with any rule, regulation, guideline or requirement of any
securities exchange on which the Common Units are or will be listed for
trading, compliance with any of which the General Partner deems to be in the
best interests of the Partnership and the Limited Partners, (iv) are necessary
or advisable in connection with any action taken by the General Partner
relating to splits or combinations of Units pursuant to the provisions of the
Partnership Agreement or (v) are required to effect the intent expressed in
this Prospectus or the intent of the Partnership Agreement or contemplated by
the Partnership Agreement.
 
  The General Partner will not be required to obtain an Opinion of Counsel (as
defined below) in the event of the amendments described in the two immediately
preceding paragraphs. No other amendments to the Partnership Agreement will
become effective without the approval of holders of at least 90% of the Units
unless the
 
                                      107

Partnership obtains an Opinion of Counsel to the effect that such amendment
will not affect the limited liability under applicable law of any limited
partner in the Partnership or the limited partner of the Operating
Partnership.
 
  Any amendment that would have a material adverse effect on the rights or
preferences of any type or class of outstanding Units in relation to other
classes of Units will require the approval of at least a majority of the type
or class of Units so affected. Any amendment that reduces the voting
percentage required to take any action is required to be approved by the
affirmative vote of limited partners constituting not less than the voting
requirement sought to be reduced.
 
MERGER, SALE OR OTHER DISPOSITION OF ASSETS
 
  The General Partner is generally prohibited, without the prior approval of
holders of a Unit Majority, from causing the Partnership to, among other
things, sell, exchange or otherwise dispose of all or substantially all of its
assets in a single transaction or a series of related transactions (including
by way of merger, consolidation or other combination) or approving on behalf
of the Partnership the sale, exchange or other disposition of all or
substantially all of the assets of the Operating Partnership; provided that
the General Partner may mortgage, pledge, hypothecate or grant a security
interest in all or substantially all of the Partnership's assets without such
approval. The General Partner may also sell all or substantially all of the
Partnership's assets pursuant to a foreclosure or other realization upon the
foregoing encumbrances without such approval. Furthermore, provided that
certain conditions are satisfied, the General Partner may merge the
Partnership or any member of the Partnership Group into, or convey some or all
of the Partnership Group's assets to, a newly formed entity if the sole
purpose of such merger or conveyance is to effect a mere change in the legal
form of the Partnership into another limited liability entity. The Unitholders
are not entitled to dissenters' rights of appraisal under the Partnership
Agreement or applicable Delaware law in the event of a merger or consolidation
of the Partnership, a sale of substantially all of the Partnership's assets or
any other transaction or event.
 
TERMINATION AND DISSOLUTION
 
  The Partnership will continue until December 31, 2088, unless sooner
terminated pursuant to the Partnership Agreement. The Partnership will be
dissolved upon (i) the election of the General Partner to dissolve the
Partnership, if approved by the holders of a Unit Majority, (ii) the sale,
exchange or other disposition of all or substantially all of the assets and
properties of the Partnership and the Operating Partnership, (iii) the entry
of a decree of judicial dissolution of the Partnership or (iv) the withdrawal
or removal of the General Partner or any other event that results in its
ceasing to be the General Partner (other than by reason of a transfer of its
general partner interest in accordance with the Partnership Agreement or
withdrawal or removal following approval and admission of a successor). Upon a
dissolution pursuant to clause (iv), the holders of a Unit Majority may also
elect, within certain time limitations, to reconstitute the Partnership and
continue its business on the same terms and conditions set forth in the
Partnership Agreement by forming a new limited partnership on terms identical
to those set forth in the Partnership Agreement and having as general partner
an entity approved by the holders of a Unit Majority subject to receipt by the
Partnership of an opinion of counsel to the effect that (x) such action would
not result in the loss of limited liability of any Limited Partner and (y)
neither the Partnership, the reconstituted limited partnership nor the
Operating Partnership would be treated as an association taxable as a
corporation or otherwise be taxable as an entity for federal income tax
purposes upon the exercise of such right to continue (hereinafter, an "Opinion
of Counsel").
 
LIQUIDATION AND DISTRIBUTION OF PROCEEDS
 
  Upon dissolution of the Partnership, unless the Partnership is reconstituted
and continued as a new limited partnership, the person authorized to wind up
the affairs of the Partnership (the "Liquidator") will, acting with all of the
powers of the General Partner that such Liquidator deems necessary or
desirable in its good faith judgment in connection therewith, liquidate the
Partnership's assets and apply the proceeds of the liquidation as provided in
"Cash Distribution Policy--Distributions of Cash Upon Liquidation." Under
certain circumstances and subject to certain limitations, the Liquidator may
defer liquidation or distribution of the Partnership's assets
 
                                      108

for a reasonable period of time or distribute assets to partners in kind if it
determines that a sale would be impractical or would cause undue loss to the
partners.
 
WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER
 
  The General Partner has agreed not to withdraw voluntarily as a general
partner of the Partnership and the Operating Partnership prior to December 31,
2008 (with limited exceptions described below), without obtaining the approval
of the holders of at least a majority of the outstanding Common Units
(excluding Common Units held by the General Partner and its affiliates) and
furnishing an Opinion of Counsel. On or after December 31, 2008, the General
Partner may withdraw as the General Partner (without first obtaining approval
from any Unitholder) by giving 90 days' written notice, and such withdrawal
will not constitute a violation of the Partnership Agreement. Notwithstanding
the foregoing, the General Partner may withdraw without Unitholder approval
upon 90 days' notice to the Limited Partners if at least 50% of the
outstanding Common Units are held or controlled by one person and its
affiliates (other than the General Partner and its affiliates). In addition,
the Partnership Agreement permits the General Partner (in certain limited
instances) to sell or otherwise transfer all of its general partner interests
in the Partnership without the approval of the Unitholders. See "--Transfer of
General Partner Interest and Incentive Distribution Rights."
 
  Upon the withdrawal of the General Partner under any circumstances (other
than as a result of a transfer by the General Partner of all or a part of its
general partner interests in the Partnership), the holders of a Unit Majority
may select a successor to such withdrawing General Partner. If such a
successor is not elected, or is elected but an Opinion of Counsel cannot be
obtained, the Partnership will be dissolved, wound up and liquidated, unless
within 180 days after such withdrawal the holders of a Unit Majority agree in
writing to continue the business of the Partnership and to appoint a successor
General Partner. See "--Termination and Dissolution."
 
  The General Partner may not be removed unless such removal is approved by
the vote of the holders of not less than 66 2/3% of the outstanding Units
(including Units held by the General Partner and its affiliates) and the
Partnership receives an Opinion of Counsel. The ownership of Units by the
General Partner and its affiliates effectively gives the General Partner the
ability to prevent its removal. Any such removal is also subject to the
approval of a successor general partner by the vote of the holders of a Unit
Majority. The Partnership Agreement also provides that if the General Partner
is removed as general partner of the Partnership under circumstances where
Cause does not exist and Units held by the General Partner and its affiliates
are not voted in favor of such removal (i) the Subordination Period will end
and all outstanding Subordinated Units will immediately convert into Common
Units on a one-for-one basis, (ii) any existing Common Unit Arrearages will be
extinguished and (iii) the General Partner will have the right to convert its
partner interests (and all the Incentive Distribution Rights) into Common
Units or to receive cash in exchange for such interests.
 
  Withdrawal or removal of the General Partner as a general partner of the
Partnership also constitutes withdrawal or removal, as the case may be, of the
General Partner as a general partner of the Operating Partnership.
 
  In the event of removal of the General Partner under circumstances where
Cause exists or withdrawal of the General Partner where such withdrawal
violates the Partnership Agreement, a successor general partner will have the
option to purchase the general partner interests and Incentive Distribution
Rights of the departing General Partner (the "Departing Partner") in the
Partnership and the Operating Partnership for a cash payment equal to the fair
market value of such interests. Under all other circumstances where the
General Partner withdraws or is removed by the Limited Partners, the Departing
Partner will have the option to require the successor general partner to
purchase such general partner interest of the Departing Partner and its
Incentive Distribution Rights for such amount. In each case, such fair market
value will be determined by agreement between the Departing Partner and the
successor general partner, or if no agreement is reached, by an independent
investment banking firm or other independent expert selected by the Departing
Partner and the
 
                                      109

successor general partner (or if no expert can be agreed upon, by an expert
chosen by agreement of the experts selected by each of them). In addition, the
Partnership will be required to reimburse the Departing Partner for all
amounts due the Departing Partner, including, without limitation, all
employee-related liabilities, including severance liabilities, incurred in
connection with the termination of any employees employed by the Departing
Partner for the benefit of the Partnership.
 
  If the above-described option is not exercised by either the Departing
Partner or the successor general partner, as applicable, the Departing
Partner's general partner interests in the Partnership and the Operating
Partnership and its Incentive Distribution Rights will automatically convert
into Common Units equal to the fair market value of such interests as
determined by an investment banking firm or other independent expert selected
in the manner described in the preceding paragraph.
 
TRANSFER OF GENERAL PARTNER INTEREST AND INCENTIVE DISTRIBUTION RIGHTS
 
  Except for a transfer by a General Partner of all, but not less than all, of
its general partner interest in the Partnership and the Operating Partnership
to (a) an affiliate of the General Partner or (b) another person in connection
with the merger or consolidation of the General Partner with or into another
person or the transfer by the General Partner of all or substantially all of
its assets to another person, the General Partner may not transfer all or any
part of its general partner interest in the Partnership and the Operating
Partnership to another person prior to December 31, 2008, without the approval
of the holders of a Unit Majority; provided that, in each case, such
transferee assumes the rights and duties of the General Partner to whose
interest such transferee has succeeded, agrees to be bound by the provisions
of the Partnership Agreement, furnishes an Opinion of Counsel and agrees to
acquire all (or the appropriate portion thereof, as applicable) of the General
Partner's interest in the Operating Partnership and agrees to be bound by the
provisions of the Operating Partnership Agreement. The General Partner shall
have the right at any time, however, to transfer its Common Units and
Subordinated Units to one or more persons (other than the Partnership) without
Unitholder approval. At any time, the stockholders of the General Partner may
sell or transfer all or part of their interest in the General Partner to an
affiliate or a third party without the approval of the Unitholders. The
General Partner or its affiliates or a subsequent holder may transfer its
Incentive Distribution Rights to an affiliate or another person in connection
with its merger or consolidation with or into, or sale of all or substantially
all of its assets to, such person without the prior approval of the
Unitholders; provided that, in each case, such transferee agrees to be bound
by the provisions of the Partnership Agreement. Prior to December 31, 2008,
other transfers of the Incentive Distribution Rights will require the
affirmative vote of holders of a Unit Majority. On or after December 31, 2008,
the Incentive Distribution Rights will be freely transferable.
 
CHANGE OF MANAGEMENT PROVISIONS
 
  The Partnership Agreement contains certain provisions that are intended to
discourage a person or group from attempting to remove the General Partner as
general partner of the Partnership or otherwise change the management of the
Partnership. If any person or group other than the General Partner and its
affiliates acquires beneficial ownership of 20% or more of any class of Units,
such person or group loses voting rights with respect to all of its Units. The
Partnership Agreement also provides that if the General Partner is removed as
a general partner of the Partnership under circumstances where Cause does not
exist and Units held by the General Partner and its affiliates are not voted
in favor of such removal, (i) the Subordination Period will end and all
outstanding Subordinated Units will immediately convert into Common Units on a
one-for-one basis, (ii) any existing Common Unit Arrearages will be
extinguished and (iii) the General Partner will have the right to convert its
partner interests (and all of its Incentive Distribution Rights) into Common
Units or to receive cash in exchange for such interests.
 
LIMITED CALL RIGHT
 
  If at any time not more than 20% of the then-issued and outstanding limited
partner interests of any class (including Common Units) are held by persons
other than the General Partner and its affiliates, the General
 
                                      110

Partner will have the right, which it may assign in whole or in part to any of
its affiliates or to the Partnership, to acquire all, but not less than all,
of the remaining limited partner interests of such class held by such
unaffiliated persons as of a record date to be selected by the General
Partner, on at least 10 but not more than 60 days' notice. The purchase price
in the event of such a purchase shall be the greater of (i) the highest price
paid by the General Partner or any of its affiliates for any limited partner
interests of such class purchased within the 90 days preceding the date on
which the General Partner first mails notice of its election to purchase such
limited partner interests, and (ii) the Current Market Price (as defined in
the Glossary) as of the date three days prior to the date such notice is
mailed. As a consequence of the General Partner's right to purchase
outstanding limited partner interests, a holder of limited partner interests
may have his limited partner interests purchased even though he may not desire
to sell them, or the price paid may be less than the amount the holder would
desire to receive upon the sale of his limited partner interests. The tax
consequences to a Unitholder of the exercise of this call right are the same
as a sale by such Unitholder of his Common Units in the market. See "Tax
Considerations--Disposition of Common Units."
 
MEETINGS; VOTING
 
  Except as described below with respect to a Person or group owning 20% or
more of all Units, Unitholders or assignees who are record holders of Units on
the record date set pursuant to the Partnership Agreement will be entitled to
notice of, and to vote at, meetings of limited partners of the Partnership and
to act with respect to matters as to which approvals may be solicited. With
respect to voting rights attributable to Common Units that are owned by an
assignee who is a record holder but who has not yet been admitted as a limited
partner, the General Partner shall be deemed to be the limited partner with
respect thereto and shall, in exercising the voting rights in respect of such
Common Units on any matter, vote such Common Units at the written direction of
such record holder. Absent such direction, such Common Units will not be voted
(except that, in the case of Common Units held by the General Partner on
behalf of Non-citizen Assignees (as defined below), the General Partner shall
distribute the votes in respect of such Common Units in the same ratios as the
votes of limited partners in respect of other Units are cast).
 
  The General Partner does not anticipate that any meeting of Unitholders will
be called in the foreseeable future. Any action that is required or permitted
to be taken by the Unitholders may be taken either at a meeting of the
Unitholders or without a meeting if consents in writing setting forth the
action so taken are signed by holders of such number of Units as would be
necessary to authorize or take such action at a meeting of all of the
Unitholders. Meetings of the Unitholders of the Partnership may be called by
the General Partner or by Unitholders owning at least 20% of the outstanding
Units of the class for which a meeting is proposed. Unitholders may vote
either in person or by proxy at meetings. The holders of a majority of the
outstanding Units of the class or classes for which a meeting has been called
represented in person or by proxy shall constitute a quorum at a meeting of
Unitholders of such class or classes, unless any such action by the
Unitholders requires approval by holders of a greater percentage of such
Units, in which case the quorum shall be such greater percentage.
 
  Each record holder of a Unit has a vote according to his percentage interest
in the Partnership, although additional limited partner interests having
special voting rights could be issued by the Partnership. See "--Issuance of
Additional Securities." However, if at any time any person or group (other
than the General Partner and its affiliates) acquires, in the aggregate,
beneficial ownership of 20% or more of any class of Units then outstanding,
such person or group will lose voting rights with respect to all of its Units
and such Units may not be voted on any matter and will not be considered to be
outstanding when sending notices of a meeting of Unitholders, calculating
required votes, determining the presence of a quorum or for other similar
Partnership purposes. The Partnership Agreement provides that Common Units
held in nominee or street name account will be voted by the broker (or other
nominee) pursuant to the instruction of the beneficial owner unless the
arrangement between the beneficial owner and his nominee provides otherwise.
Except as otherwise provided in the Partnership Agreement, Subordinated Units
will vote together with Common Units as a single class.
 
                                      111

  Any notice, demand, request, report or proxy material required or permitted
to be given or made to record holders of Common Units (whether or not such
record holder has been admitted as a limited partner) under the terms of the
Partnership Agreement will be delivered to the record holder by the
Partnership or by the Transfer Agent at the request of the Partnership.
 
STATUS AS LIMITED PARTNER OR ASSIGNEE
 
  Except as described above under "--Limited Liability," the Common Units will
be fully paid, and Unitholders will not be required to make additional
contributions to the Partnership.
 
  An assignee of a Common Unit, subsequent to executing and delivering a
Transfer Application, but pending its admission as a substituted Limited
Partner in the Partnership, is entitled to an interest in the Partnership
equivalent to that of a Limited Partner with respect to the right to share in
allocations and distributions from the Partnership, including liquidating
distributions. The General Partner will vote and exercise other powers
attributable to Common Units owned by an assignee who has not become a
substitute Limited Partner at the written direction of such assignee. See "--
Meetings; Voting." Transferees who do not execute and deliver a Transfer
Application will be treated neither as assignees nor as record holders of
Common Units, and will not receive cash distributions, federal income tax
allocations or reports furnished to record holders of Common Units. See
"Description of the Common Units--Transfer of Common Units."
 
NON-CITIZEN ASSIGNEES; REDEMPTION
 
  If the Partnership is or becomes subject to federal, state or local laws or
regulations that, in the reasonable determination of the General Partner,
create a substantial risk of cancellation or forfeiture of any property in
which the Partnership has an interest because of the nationality, citizenship
or other related status of any Limited Partner or assignee, the Partnership
may redeem the Units held by such Limited Partner or assignee at their Current
Market Price. In order to avoid any such cancellation or forfeiture, the
General Partner may require each Limited Partner or assignee to furnish
information about his nationality, citizenship or related status. If a Limited
Partner or assignee fails to furnish information about such nationality,
citizenship or other related status within 30 days after a request for such
information or the General Partner determines after receipt of such
information that the Limited Partner or assignee is not an eligible citizen,
such Limited Partner or assignee may be treated as a non-citizen assignee
("Non-citizen Assignee"). In addition to other limitations on the rights of an
assignee who is not a substituted Limited Partner, a Non-citizen Assignee does
not have the right to direct the voting of his Units and may not receive
distributions in kind upon liquidation of the Partnership.
 
INDEMNIFICATION
 
  The Partnership Agreement provides that the Partnership will indemnify (i)
the General Partner, (ii) any Departing Partner, (iii) any Person who is or
was an affiliate of a General Partner or any Departing Partner, (iv) any
Person who is or was a member, partner, officer, director, employee, agent or
trustee of a General Partner or any Departing Partner or any affiliate of a
General Partner or any Departing Partner, or (v) any Person who is or was
serving at the request of a General Partner or any Departing Partner or any
affiliate of a General Partner or any Departing Partner as an officer,
director, employee, member, partner, agent, fiduciary or trustee of another
Person ("Indemnitees"), to the fullest extent permitted by law, from and
against any and all losses, claims, damages, liabilities (joint or several),
expenses (including, without limitation, legal fees and expenses), judgments,
fines, penalties, interest, settlements and other amounts arising from any and
all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnitee may be involved, or
is threatened to be involved, as a party or otherwise, by reason of its status
as an Indemnitee; provided that in each case the Indemnitee acted in good
faith and in a manner that such Indemnitee reasonably believed to be in or not
opposed to the best interests of the Partnership and, with respect to any
criminal proceeding, had no reasonable cause to believe its conduct was
unlawful. Any indemnification under these provisions will be only out of the
assets of the Partnership, and the General Partner shall not be personally
liable
 
                                      112

for, or have any obligation to contribute or loan funds or assets to the
Partnership to enable it to effectuate, such indemnification. The Partnership
is authorized to purchase (or to reimburse the General Partner or its
affiliates for the cost of) insurance against liabilities asserted against and
expenses incurred by such persons in connection with the Partnership's
activities, regardless of whether the Partnership would have the power to
indemnify such person against such liabilities under the provisions described
above.
 
BOOKS AND REPORTS
 
  The General Partner is required to keep appropriate books of the business of
the Partnership at the principal offices of the Partnership. The books will be
maintained for both tax and financial reporting purposes on an accrual basis.
For tax and financial reporting purposes, the fiscal year of the Partnership
is the calendar year.
 
  The Partnership will furnish or make available to record holders of Common
Units (i) within 120 days after the close of each fiscal year of the
Partnership an annual report containing audited financial statements and a
report thereon by its independent public accountants and (ii) within 90 days
after the close of each quarter (other than the fourth quarter), certain
summary financial information.
 
  The Partnership will furnish each record holder of a Unit information
reasonably required for tax reporting purposes within 90 days after the close
of each calendar year. Such information is expected to be furnished in summary
form so that certain complex calculations normally required of partners can be
avoided. The Partnership's ability to furnish such summary information to
Unitholders will depend on the cooperation of such Unitholders in supplying
certain information to the Partnership. Every Unitholder (without regard to
whether he supplies such information to the Partnership) will receive
information to assist him in determining his federal and state tax liability
and filing his federal and state income tax returns.
 
RIGHT TO INSPECT PARTNERSHIP BOOKS AND RECORDS
 
  The Partnership Agreement provides that a Limited Partner can for a purpose
reasonably related to such Limited Partner's interest as a limited partner,
upon reasonable demand and at his own expense, have furnished to him (i) a
current list of the name and last known address of each partner, (ii) a copy
of the Partnership's tax returns, (iii) information as to the amount of cash,
and a description and statement of the agreed value of any other property or
services, contributed or to be contributed by each partner and the date on
which each became a partner, (iv) copies of the Partnership Agreement, the
certificate of limited partnership of the Partnership, amendments thereto and
powers of attorney pursuant to which the same have been executed, (v)
information regarding the status of the Partnership's business and financial
condition, and (vi) such other information regarding the affairs of the
Partnership as is just and reasonable. The Partnership may, and intends to,
keep confidential from the Limited Partners trade secrets or other information
the disclosure of which the Partnership believes in good faith is not in the
best interests of the Partnership or which the Partnership is required by law
or by agreements with third parties to keep confidential.
 
REGISTRATION RIGHTS
 
  Pursuant to the terms of the Partnership Agreement and subject to certain
limitations described therein, the Partnership has agreed to register for
resale under the Securities Act and applicable state securities laws any
Common Units or other securities of the Partnership (including Subordinated
Units) proposed to be sold by the General Partner or any of their affiliates
if an exemption from such registration requirements is not otherwise available
for such proposed transaction. The Partnership is obligated to pay all
expenses incidental to such registration, excluding underwriting discounts and
commissions. See "Units Eligible for Future Sale."

                                      113

                        UNITS ELIGIBLE FOR FUTURE SALE
 
  After the sale of the Common Units offered hereby, the General Partner will
hold 6,817,391 Common Units and 9,800,000 Subordinated Units (all of which
will convert into Common Units at the end of the Subordination Period and some
of which may convert earlier). The sale of these Units could have an adverse
impact on the price of the Common Units or on any trading market that may
develop.
 
  The Common Units sold in this offering will generally be freely transferable
without restriction or further registration under the Securities Act, except
that any Common Units owned by an "affiliate" of the Partnership (as that term
is defined in the rules and regulations under the Securities Act) may not be
resold publicly except in compliance with the registration requirements of the
Securities Act or pursuant to an exemption therefrom under Rule 144 thereunder
("Rule 144") or otherwise. Rule 144 permits securities acquired by an
affiliate of the issuer to be sold into the market in an amount that does not
exceed, during any three-month period, the greater of (i) 1% of the total
number of such securities outstanding or (ii) the average weekly reported
trading volume of the Common Units for the four calendar weeks prior to such
sale. Sales under Rule 144 are also subject to certain manner of sale
provisions, notice requirements and the availability of current public
information about the Partnership. A person who is not deemed to have been an
affiliate of the Partnership at any time during the three months preceding a
sale, and who has beneficially owned his Common Units for at least two years,
would be entitled to sell such Common Units under Rule 144 without regard to
the public information requirements, volume limitations, manner of sale
provisions or notice requirements of Rule 144.
 
  Prior to the end of the Subordination Period, the Partnership may not issue
equity securities of the Partnership ranking prior or senior to the Common
Units or an aggregate of more than 9,800,000 additional Common Units (which
number shall be subject to adjustment in the event of a combination or
subdivision of Common Units and shall exclude Common Units issued upon
exercise of the Underwriters' over-allotment option, upon conversion of
Subordinated Units, upon conversion of the General Partner interest as a
result of a withdrawal of the General Partner, pursuant to an employee benefit
plan, in connection with certain acquisitions or capital improvements or upon
the repayment of certain indebtedness), or an equivalent amount of securities
ranking on a parity with the Common Units, without the approval of the holders
of a Unit Majority. The Partnership Agreement provides that, after the
Subordination Period, the Partnership may issue an unlimited number of limited
partner interests of any type without a vote of the Unitholders. The
Partnership Agreement does not impose any restriction on the Partnership's
ability to issue equity securities ranking junior to the Common Units at any
time. Any issuance of additional Common Units or certain other equity
securities would result in a corresponding decrease in the proportionate
ownership interest in the Partnership represented by, and could adversely
affect the cash distributions to and market price of, Common Units then
outstanding. See "The Partnership Agreement--Issuance of Additional
Securities."
 
  Pursuant to the Partnership Agreement, the General Partner and its
affiliates will have the right, upon the terms and subject to the conditions
therein, to cause the Partnership to register under the Securities Act and
state laws the offer and sale of any Units that they hold. Subject to the
terms and conditions of the Partnership Agreement, such registration rights
allow the General Partner and its affiliates or their assignees holding any
Units to require registration of any such Units and to include any such Units
in a registration by the Partnership of other Units, including Units offered
by the Partnership or by any Unitholder. Such registration rights will
continue in effect for two years following any withdrawal or removal of the
General Partner as a general partner of the Partnership. In connection with
any such registration, the Partnership will indemnify each Unitholder
participating in such registration and its officers, directors and controlling
persons from and against any liabilities under the Securities Act or any state
securities laws arising from the registration statement or prospectus. The
Partnership will bear all costs and expenses of any such registration. In
addition, the General Partner and its affiliates may sell their Units in
private transactions at any time, subject to compliance with applicable laws.
 
  Each of the Partnership, the Operating Partnership, the General Partner,
Plains Resources and the officers and directors of the General Partner have
agreed not to (i) offer, sell, contract to sell, or otherwise dispose of any
Common Units or Subordinated Units, any securities convertible into, or
exercisable or exchangeable for, or that
 
                                      114

represent the right to receive, Common Units or Subordinated Units or any
securities that are senior to or pari passu with the Common Units or (ii)
grant any options or warrants to purchase Common Units or Subordinated Units
(other than the grant of Unit Options or Restricted Units pursuant to the
Long-Term Incentive Plan), for a period of 180 days after the date of this
Prospectus, without the prior written consent of Salomon Smith Barney Inc.,
except for issuances of Common Units in connection with certain Acquisitions
or Capital Improvements that are accretive on a per Unit basis.
 
                              TAX CONSIDERATIONS
 
  This section is a summary of material tax considerations that may be
relevant to prospective Unitholders and, to the extent set forth below under
"--Legal Opinions and Advice," expresses the opinion of Andrews & Kurth
L.L.P., special counsel to the General Partner and the Partnership
("Counsel"), insofar as it relates to matters of law and legal conclusions.
This section is based upon current provisions of the Internal Revenue Code of
1986, as amended (the "Code"), existing and proposed regulations thereunder
and current administrative rulings and court decisions, all of which are
subject to change. Subsequent changes in such authorities may cause the tax
consequences to vary substantially from the consequences described below.
Unless the context otherwise requires, references in this section to the
Partnership are references to both the Partnership and the Operating
Partnership.
 
  No attempt has been made in the following discussion to comment on all
federal income tax matters affecting the Partnership or the Unitholders.
Moreover, the discussion focuses on Unitholders who are individual citizens or
residents of the U.S. and has only limited application to corporations,
estates, trusts, non-resident aliens or other Unitholders subject to
specialized tax treatment (such as tax-exempt institutions, foreign persons,
individual retirement accounts, REITs or mutual funds). Accordingly, each
prospective Unitholder should consult, and should depend on, his own tax
advisor in analyzing the federal, state, local and foreign tax consequences
peculiar to him of the ownership or disposition of Common Units.
 
LEGAL OPINIONS AND ADVICE
 
  Counsel is of the opinion that, based on the accuracy of the representations
and subject to the qualifications set forth in the detailed discussion that
follows, for federal income tax purposes (i) the Partnership and the Operating
Partnership will each be treated as a partnership, and (ii) owners of Common
Units (with certain exceptions, as described in "--Limited Partner Status"
below) will be treated as partners of the Partnership (but not the Operating
Partnership). In addition, all statements as to matters of law and legal
conclusions contained in this section, unless otherwise noted, reflect the
opinion of Counsel.
 
  No ruling has been or will be requested from the IRS and the IRS has made no
determination with respect to the foregoing issues or any other matter
affecting the Partnership or prospective Unitholders. An opinion of counsel
represents only that counsel's best legal judgment and does not bind the IRS
or the courts. Thus, no assurance can be provided that the opinions and
statements set forth herein would be sustained by a court if contested by the
IRS. Any such contest with the IRS may materially and adversely impact the
market for the Common Units and the prices at which Common Units trade. In
addition, the costs of any contest with the IRS will be borne directly or
indirectly by the Unitholders and the General Partner. Furthermore, no
assurance can be given that the treatment of the Partnership or an investment
therein will not be significantly modified by future legislative or
administrative changes or court decisions. Any such modification may or may
not be retroactively applied.
 
  For the reasons hereinafter described, Counsel has not rendered an opinion
with respect to the following specific federal income tax issues: (i) the
treatment of a Unitholder whose Common Units are loaned to a short seller to
cover a short sale of Common Units (see "--Tax Treatment of Operations--
Treatment of Short Sales"), (ii) whether a Unitholder acquiring Common Units
in separate transactions must maintain a single aggregate adjusted tax basis
in his Common Units (see "--Disposition of Common Units--Recognition of Gain
or Loss"),
 
                                      115

(iii) whether the Partnership's monthly convention for allocating taxable
income and losses is permitted by existing Treasury Regulations (see "--
Disposition of Common Units--Allocations Between Transferors and
Transferees"), and (iv) whether the Partnership's method for depreciating
Section 743 adjustments is sustainable (see "--Tax Treatment of Operations--
Section 754 Election").
 
TAX RATES
 
  The top marginal income tax rate for individuals for 1998 is 39.6%. In
general, net capital gains of an individual are subject to a maximum 20% tax
rate if the asset was held for more than 12 months at the time of disposition.
 
PARTNERSHIP STATUS
 
  A partnership is not a taxable entity and incurs no federal income tax
liability. Instead, each partner of a partnership is required to take into
account his allocable share of items of income, gain, loss and deduction of
the partnership in computing his federal income tax liability, regardless of
whether cash distributions are made. Distributions by a partnership to a
partner are generally not taxable unless the amount of cash distributed is in
excess of the partner's adjusted basis in his partnership interest.
 
  No ruling has been or will be sought from the IRS and the IRS has made no
determination as to the status of the Partnership or the Operating Partnership
as a partnership for federal income tax purposes. Instead the Partnership has
relied on the opinion of Counsel that, based upon the Code, the regulations
thereunder, published revenue rulings and court decisions, the Partnership and
the Operating Partnership will each be classified as a partnership for federal
income tax purposes.
 
  In rendering its opinion, Counsel has relied on certain factual
representations made by the Partnership and the General Partner. Such factual
matters are as follows:
 
    (a) Neither the Partnership nor the Operating Partnership will elect to
  be treated as an association or corporation;
 
    (b) The Partnership will be operated in accordance with (i) all
  applicable partnership statutes, (ii) the Partnership Agreement, and (iii)
  the description thereof in this Prospectus;
 
    (c) The Operating Partnership will be operated in accordance with (i) all
  applicable partnership statutes, (ii) the Operating Partnership Agreement,
  and (iii) the description thereof in this Prospectus;
 
    (d) For each taxable year, more than 90% of the gross income of the
  Partnership will be income from sources that Counsel has opined or may
  opine is "qualifying income" within the meaning of Section 7704(d) of the
  Code;
 
    (e) Each futures contract entered into by the Operating Partnership for
  the purchase or sale of crude oil will be identified as a hedging
  transaction pursuant to Treasury Regulation Section 1.1221-2(e)(1); and
 
    (f) Gain or loss resulting from future transactions entered into by the
  Operating Partnership will be treated as an adjustment in the computation
  of cost of goods sold with respect to sales of crude oil for federal income
  tax purposes.
 
  Section 7704 of the Code provides that publicly-traded partnerships will, as
a general rule, be taxed as corporations. However, an exception (the
"Qualifying Income Exception") exists with respect to publicly-traded
partnerships of which 90% or more of the gross income for every taxable year
consists of "qualifying income." Qualifying income includes income and gains
derived from the transportation and marketing of crude oil. Other types of
qualifying income include interest (from other than a financial business),
dividends, gains from the sale of real property and gains from the sale or
other disposition of capital assets held for the production of income that
otherwise constitutes qualifying income. Based upon the representations of the
Partnership and the General Partner and a review of the applicable legal
authorities, Counsel is of the opinion that at least 90% of the
 
                                      116

Partnership's gross income will constitute qualifying income. The Partnership
estimates that less than 1% of its gross income for each taxable year will not
constitute qualifying income.
 
  If the Partnership fails to meet the Qualifying Income Exception (other than
a failure which is determined by the IRS to be inadvertent and which is cured
within a reasonable time after discovery), the Partnership will be treated as
if it had transferred all of its assets (subject to liabilities) to a newly
formed corporation (on the first day of the year in which it fails to meet the
Qualifying Income Exception) in return for stock in that corporation, and then
distributed that stock to the partners in liquidation of their interests in
the Partnership. This contribution and liquidation should be tax-free to
Unitholders and the Partnership, so long as the Partnership, at that time,
does not have liabilities in excess of the tax basis of its assets.
Thereafter, the Partnership would be treated as a corporation for federal
income tax purposes.
 
  If the Partnership or the Operating Partnership were treated as an
association taxable as a corporation in any taxable year, either as a result
of a failure to meet the Qualifying Income Exception or otherwise, its items
of income, gain, loss and deduction would be reflected only on its tax return
rather than being passed through to the Unitholders, and its net income would
be taxed to the Partnership or the Operating Partnership at corporate rates.
In addition, any distribution made to a Unitholder would be treated as either
taxable dividend income (to the extent of the Partnership's current or
accumulated earnings and profits) or (in the absence of earnings and profits)
a nontaxable return of capital (to the extent of the Unitholder's tax basis in
his Common Units) or taxable capital gain (after the Unitholder's tax basis in
his Common Units is reduced to zero). Accordingly, treatment of either the
Partnership or the Operating Partnership as an association taxable as a
corporation would result in a material reduction in a Unitholder's cash flow
and after-tax return and thus would likely result in a substantial reduction
of the value of the Units.
 
  The discussion below is based on the assumption that the Partnership will be
classified as a partnership for federal income tax purposes.
 
LIMITED PARTNER STATUS
 
  Unitholders who have become limited partners of the Partnership will be
treated as partners of the Partnership for federal income tax purposes.
Counsel is also of the opinion that (a) assignees who have executed and
delivered Transfer Applications, and are awaiting admission as limited
partners and (b) Unitholders whose Common Units are held in street name or by
a nominee and who have the right to direct the nominee in the exercise of all
substantive rights attendant to the ownership of their Common Units will be
treated as partners of the Partnership for federal income tax purposes. As
there is no direct authority addressing assignees of Common Units who are
entitled to execute and deliver Transfer Applications and thereby become
entitled to direct the exercise of attendant rights, but who fail to execute
and deliver Transfer Applications, Counsel's opinion does not extend to these
persons. Furthermore, a purchaser or other transferee of Common Units who does
not execute and deliver a Transfer Application may not receive certain federal
income tax information or reports furnished to record holders of Common Units
unless the Common Units are held in a nominee or street name account and the
nominee or broker has executed and delivered a Transfer Application with
respect to such Common Units.
 
  A beneficial owner of Common Units whose Common Units have been transferred
to a short seller to complete a short sale would appear to lose his status as
a partner with respect to such Common Units for federal income tax purposes.
See "--Tax Treatment of Operations--Treatment of Short Sales."
 
  Income, gain, deductions or losses would not appear to be reportable by a
Unitholder who is not a partner for federal income tax purposes, and any cash
distributions received by such a Unitholder would therefore be fully taxable
as ordinary income. These holders should consult their own tax advisors with
respect to their status as partners in the Partnership for federal income tax
purposes.

                                      117

TAX CONSEQUENCES OF UNIT OWNERSHIP
 
Flow-through of Taxable Income
 
  No federal income tax will be paid by the Partnership. Instead, each
Unitholder will be required to report on his income tax return his allocable
share of the income, gains, losses and deductions of the Partnership without
regard to whether corresponding cash distributions are received by such
Unitholder. Consequently, a Unitholder may be allocated income from the
Partnership even if he has not received a cash distribution. Each Unitholder
will be required to include in income his allocable share of Partnership
income, gain, loss and deduction for the taxable year of the Partnership
ending with or within the taxable year of the Unitholder.
 
 Treatment of Partnership Distributions
 
  Distributions by the Partnership to a Unitholder generally will not be
taxable to the Unitholder for federal income tax purposes to the extent of his
tax basis in his Common Units immediately before the distribution. Cash
distributions in excess of a Unitholder's tax basis generally will be
considered to be gain from the sale or exchange of the Common Units, taxable
in accordance with the rules described under "--Disposition of Common Units"
below. Any reduction in a Unitholder's share of the Partnership's liabilities
for which no partner, including the General Partner, bears the economic risk
of loss ("nonrecourse liabilities") will be treated as a distribution of cash
to that Unitholder. To the extent that Partnership distributions cause a
Unitholder's "at risk" amount to be less than zero at the end of any taxable
year, he must recapture any losses deducted in previous years. See "--
Limitations on Deductibility of Partnership Losses."
 
  A decrease in a Unitholder's percentage interest in the Partnership because
of the issuance by the Partnership of additional Common Units will decrease
such Unitholder's share of nonrecourse liabilities of the Partnership, and
thus will result in a corresponding deemed distribution of cash. A non-pro
rata distribution of money or property may result in ordinary income to a
Unitholder, regardless of his tax basis in his Common Units, if such
distribution reduces the Unitholder's share of the Partnership's "unrealized
receivables" (including depreciation recapture) and/or substantially
appreciated "inventory items" (both as defined in Section 751 of the Code)
(collectively, "Section 751 Assets"). To that extent, the Unitholder will be
treated as having been distributed his proportionate share of the Section 751
Assets and having exchanged such assets with the Partnership in return for the
non-pro rata portion of the actual distribution made to him. This latter
deemed exchange will generally result in the Unitholder's realization of
ordinary income under Section 751(b) of the Code. Such income will equal the
excess of (1) the non-pro rata portion of such distribution over (2) the
Unitholder's tax basis for the share of such Section 751 Assets deemed
relinquished in the exchange.
 
 Ratio of Taxable Income to Distributions
 
  The Partnership estimates that a purchaser of Common Units in this offering
who holds such Common Units from the date of the closing of this offering
through                      , will be allocated, on a cumulative basis, an
amount of federal taxable income for such period that will be approximately
   % of the cash distributed with respect to that period. The Partnership
further estimates that for taxable years after the taxable year ending
                     the taxable income allocable to the Unitholders will
constitute a significantly higher percentage of cash distributed to
Unitholders. The foregoing estimates are based upon the assumption that gross
income from operations will approximate the amount required to make the
Minimum Quarterly Distribution with respect to all Units and other assumptions
with respect to capital expenditures, cash flow and anticipated cash
distributions. These estimates and assumptions are subject to, among other
things, numerous business, economic, regulatory, competitive and political
uncertainties beyond the control of the Partnership. Further, the estimates
are based on current tax law and certain tax reporting positions that the
Partnership intends to adopt and with which the IRS could disagree.
Accordingly, no assurance can be given that the estimates will prove to be
correct. The actual percentage could be higher or lower, and any such
differences could be material and could materially affect the value of the
Common Units.

                                      118

 Basis of Common Units
 
  A Unitholder's initial tax basis for his Common Units will be the amount he
paid for the Common Units plus his share of the Partnership's nonrecourse
liabilities. That basis will be increased by his share of Partnership income
and by any increases in his share of Partnership nonrecourse liabilities. That
basis will be decreased (but not below zero) by distributions from the
Partnership, by the Unitholder's share of Partnership losses, by any decrease
in his share of Partnership nonrecourse liabilities and by his share of
expenditures of the Partnership that are not deductible in computing its
taxable income and are not required to be capitalized. A limited partner will
have no share of Partnership debt which is recourse to the General Partner,
but will have a share, generally based on his share of profits, of Partnership
nonrecourse liabilities. See "--Disposition of Common Units--Recognition of
Gain or Loss."
 
 Limitations on Deductibility of Partnership Losses
 
  The deduction by a Unitholder of his share of Partnership losses will be
limited to the tax basis in his Units and, in the case of an individual
Unitholder or a corporate Unitholder (if more than 50% of the value of its
stock is owned directly or indirectly by five or fewer individuals or certain
tax-exempt organizations), to the amount for which the Unitholder is
considered to be "at risk" with respect to the Partnership's activities, if
that is less than the Unitholder's tax basis. A Unitholder must recapture
losses deducted in previous years to the extent that Partnership distributions
cause the Unitholder's at risk amount to be less than zero at the end of any
taxable year. Losses disallowed to a Unitholder or recaptured as a result of
these limitations will carry forward and will be allowable to the extent that
the Unitholder's tax basis or at risk amount (whichever is the limiting
factor) is subsequently increased. Upon the taxable disposition of a Unit, any
gain recognized by a Unitholder can be offset by losses that were previously
suspended by the at risk limitation but may not be offset by losses suspended
by the basis limitation. Any excess loss (above such gain) previously
suspended by the at risk or basis limitations is no longer utilizable.
 
  In general, a Unitholder will be at risk to the extent of the tax basis of
his Units, excluding any portion of that basis attributable to his share of
Partnership nonrecourse liabilities, reduced by any amount of money the
Unitholder borrows to acquire or hold his Units if the lender of such borrowed
funds owns an interest in the Partnership, is related to such a person or can
look only to Units for repayment. A Unitholder's at risk amount will increase
or decrease as the tax basis of the Unitholder's Units increases or decreases
(other than tax basis increases or decreases attributable to increases or
decreases in his share of Partnership nonrecourse liabilities).
 
  The passive loss limitations generally provide that individuals, estates,
trusts and certain closely-held corporations and personal service corporations
can deduct losses from passive activities (generally, activities in which the
taxpayer does not materially participate) only to the extent of the taxpayer's
income from those passive activities. The passive loss limitations are applied
separately with respect to each publicly-traded partnership. Consequently, any
passive losses generated by the Partnership will only be available to offset
future income generated by the Partnership and will not be available to offset
income from other passive activities or investments (including other publicly-
traded partnerships) or salary or active business income. Passive losses which
are not deductible because they exceed a Unitholder's income generated by the
Partnership may be deducted in full when he disposes of his entire investment
in the Partnership in a fully taxable transaction to an unrelated party. The
passive activity loss rules are applied after other applicable limitations on
deductions such as the at risk rules and the basis limitation.
 
  A Unitholder's share of net income from the Partnership may be offset by any
suspended passive losses from the Partnership, but it may not be offset by any
other current or carryover losses from other passive activities, including
those attributable to other publicly-traded partnerships. The IRS has
announced that Treasury Regulations will be issued which characterize net
passive income from a publicly-traded partnership as investment income for
purposes of the limitations on the deductibility of investment interest.

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 Limitations on Interest Deductions
 
  The deductibility of a non-corporate taxpayer's "investment interest
expense" is generally limited to the amount of such taxpayer's "net investment
income." As noted, a Unitholder's net passive income from the Partnership will
be treated as investment income for this purpose. In addition, the
Unitholder's share of the Partnership's portfolio income will be treated as
investment income. Investment interest expense includes (i) interest on
indebtedness properly allocable to property held for investment, (ii) the
Partnership's interest expense attributed to portfolio income, and (iii) the
portion of interest expense incurred to purchase or carry an interest in a
passive activity to the extent attributable to portfolio income. The
computation of a Unitholder's investment interest expense will take into
account interest on any margin account borrowing or other loan incurred to
purchase or carry a Unit. Net investment income includes gross income from
property held for investment and amounts treated as portfolio income pursuant
to the passive loss rules less deductible expenses (other than interest)
directly connected with the production of investment income, but generally
does not include gains attributable to the disposition of property held for
investment.
 
ALLOCATION OF PARTNERSHIP INCOME, GAIN, LOSS AND DEDUCTION
 
  In general, if the Partnership has a net profit, items of income, gain, loss
and deduction will be allocated among the General Partner and the Unitholders
in accordance with their respective percentage interests in the Partnership.
At any time that distributions are made to the Common Units and not to the
Subordinated Units, or that Incentive Distributions are made to the General
Partner, gross income will be allocated to the recipients to the extent of
such distribution. If the Partnership has a net loss, items of income, gain,
loss and deduction will generally be allocated first, to the General Partner
and the Unitholders in accordance with their respective Percentage Interests
to the extent of their positive capital accounts (as maintained under the
Partnership Agreement) and, second, to the General Partner.
 
  As required by Section 704(c) of the Code and as permitted by Regulations
thereunder, certain items of Partnership income, deduction, gain and loss will
be allocated to account for the difference between the tax basis and fair
market value of property contributed to the Partnership by the General Partner
("Contributed Property"). The effect of these allocations to a Unitholder will
be essentially the same as if the tax basis of the Contributed Property were
equal to their fair market value at the time of contribution. In addition,
certain items of recapture income will be allocated to the extent possible to
the partner allocated the deduction giving rise to the treatment of such gain
as recapture income in order to minimize the recognition of ordinary income by
some Unitholders. Finally, although the Partnership does not expect that its
operations will result in the creation of negative capital accounts, if
negative capital accounts nevertheless result, items of Partnership income and
gain will be allocated in an amount and manner sufficient to eliminate the
negative balance as quickly as possible.
 
  Regulations provide that an allocation of items of partnership income, gain,
loss or deduction, other than an allocation required by Section 704(c) of the
Code to eliminate the difference between a partner's "book" capital account
(credited with the fair market value of Contributed Property) and "tax"
capital account (credited with the tax basis of Contributed Property) (the
"Book-Tax Disparity"), will generally be given effect for federal income tax
purposes in determining a partner's distributive share of an item of income,
gain, loss or deduction only if the allocation has substantial economic
effect. In any other case, a partner's distributive share of an item will be
determined on the basis of the partner's interest in the partnership, which
will be determined by taking into account all the facts and circumstances,
including the partners' relative contributions to the partnership, the
interests of the partners in economic profits and losses, the interest of the
partners in cash flow and other nonliquidating distributions and rights of the
partners to distributions of capital upon liquidation.
 
  Counsel is of the opinion that allocations under the Partnership Agreement
will be given effect for federal income tax purposes in determining a
Unitholder's distributive share of an item of income, gain, loss or deduction.

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TAX TREATMENT OF OPERATIONS
 
 Accounting Method and Taxable Year
 
  The Partnership will use the year ending December 31 as its taxable year and
will adopt the accrual method of accounting for federal income tax purposes.
Each Unitholder will be required to include in income his allocable share of
Partnership income, gain, loss and deduction for the taxable year of the
Partnership ending within or with the taxable year of the Unitholder. In
addition, a Unitholder who has a taxable year ending on a date other than
December 31 and who disposes of all of his Units following the close of the
Partnership's taxable year but before the close of his taxable year must
include his allocable share of Partnership income, gain, loss and deduction in
income for his taxable year with the result that he will be required to report
in income for his taxable year his distributive share of more than one year of
Partnership income, gain, loss and deduction. See "--Disposition of Common
Units--Allocations Between Transferors and Transferees."
 
 Initial Tax Basis, Depreciation and Amortization
 
  The tax basis of the various assets of the Partnership will be used for
purposes of computing depreciation and cost recovery deductions and,
ultimately, gain or loss on the disposition of such assets. The Partnership
assets will initially have an aggregate tax basis equal to the tax basis of
the assets in the possession of the General Partner immediately prior to the
formation of the Partnership. The federal income tax burden associated with
the difference between the fair market value of property contributed by the
General Partner and the tax basis established for such property will be borne
by the General Partner. See "--Allocation of Partnership Income, Gain, Loss
and Deduction."
 
  To the extent allowable, the Partnership may elect to use the depletion,
depreciation and cost recovery methods that will result in the largest
deductions in the early years of the Partnership. The Partnership will not be
entitled to any amortization deductions with respect to any goodwill conveyed
to the Partnership on formation. Property subsequently acquired or constructed
by the Partnership may be depreciated using accelerated methods permitted by
the Code.
 
  If the Partnership disposes of depreciable property by sale, foreclosure, or
otherwise, all or a portion of any gain (determined by reference to the amount
of depreciation previously deducted and the nature of the property) may be
subject to the recapture rules and taxed as ordinary income rather than
capital gain. Similarly, a partner who has taken cost recovery or depreciation
deductions with respect to property owned by the Partnership may be required
to recapture such deductions as ordinary income upon a sale of his interest in
the Partnership. See "--Allocation of Partnership Income, Gain, Loss and
Deduction" and "--Disposition of Common Units--Recognition of Gain or Loss."
 
  Costs incurred in organizing the Partnership may be amortized over any
period selected by the Partnership not shorter than 60 months. The costs
incurred in promoting the issuance of Units (i.e. syndication expenses) must
be capitalized and cannot be deducted currently, ratably or upon termination
of the Partnership. There are uncertainties regarding the classification of
costs as organization expenses, which may be amortized, and as syndication
expenses, which may not be amortized. Under recently adopted regulations, the
underwriting discounts and commissions would be treated as a syndication cost.
 
 Section 754 Election
 
  The Partnership intends to make the election permitted by Section 754 of the
Code. That election is irrevocable without the consent of the IRS. The
election will generally permit the Partnership to adjust a Common Unit
purchaser's (other than a Common Unit purchaser that purchases Common Units
from the Partnership) tax basis in the Partnership's assets ("inside basis")
pursuant to Section 743(b) of the Code to reflect his purchase price. The
Section 743(b) adjustment belongs to the purchaser and not to other partners.
(For purposes of this discussion, a partner's inside basis in the
Partnership's assets will be considered to have two
 
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components: (1) his share of the Partnership's tax basis in such assets
("common basis") and (2) his Section 743(b) adjustment to that basis.)
 
  Proposed Treasury regulations under Section 743 of the Code require, if the
remedial allocation method is adopted (which the Partnership intends to do), a
portion of the Section 743(b) adjustment attributable recovery property to be
depreciated over the remaining cost recovery period for the Section 704(c)
built-in gain. Nevertheless, the proposed regulations under Section 197
indicate that the Section 743(b) adjustment attributable to an amortizable
Section 197 intangible should be treated as a newly-acquired asset placed in
service in the month when the purchaser acquires the Unit. Under Treasury
Regulation Section 1.167(c)-1(a)(6), a Section 743(b) adjustment attributable
to property subject to depreciation under Section 167 of the Code rather than
cost recovery deductions under Section 168 is generally required to be
depreciated using either the straight-line method or the 150% declining
balance method. Although the proposed regulations under Section 743 will
likely eliminate many of the problems if finalized in their current form, the
depreciation and amortization methods and useful lives associated with the
Section 743(b) adjustment may differ from the methods and useful lives
generally used to depreciate the common basis in such properties. Pursuant to
the Partnership Agreement, the Partnership is authorized to adopt a convention
to preserve the uniformity of Units even if such convention is not consistent
with Treasury Regulation Section 1.167(c)-1(a)(6) and Proposed Treasury
Regulation Section 1.197-2(g)(3). See "--Uniformity of Units."
 
  Although Counsel is unable to opine as to the validity of such an approach,
the Partnership intends to depreciate the portion of a Section 743(b)
adjustment attributable to unrealized appreciation in the value of Contributed
Property (to the extent of any unamortized Book-Tax Disparity) using a rate of
depreciation or amortization derived from the depreciation or amortization
method and useful life applied to the common basis of such property, or treat
that portion as non-amortizable to the extent attributable to property the
common basis of which is not amortizable. This method is consistent with the
proposed regulations under Section 743 but is arguably inconsistent with
Treasury Regulation Section 1.167(c)-1(a)(6) and Proposed Treasury Regulation
Section 1.197-2(g)(3) (neither of which is expected to directly apply to a
material portion of the Partnership's assets). To the extent such Section
743(b) adjustment is attributable to appreciation in value in excess of the
unamortized Book-Tax Disparity, the Partnership will apply the rules described
in the Regulations and legislative history. If the Partnership determines that
such position cannot reasonably be taken, the Partnership may adopt a
depreciation or amortization convention under which all purchasers acquiring
Units in the same month would receive depreciation or amortization, whether
attributable to common basis or Section 743(b) adjustment, based upon the same
applicable rate as if they had purchased a direct interest in the
Partnership's assets. Such an aggregate approach may result in lower annual
depreciation or amortization deductions than would otherwise be allowable to
certain Unitholders. See "--Uniformity of Units."
 
  The allocation of the Section 743(b) adjustment must be made in accordance
with the Code. The IRS may seek to reallocate some or all of any Section
743(b) adjustment not so allocated by the Partnership to goodwill which, as an
intangible asset, would be amortizable over a longer period of time than some
of the Partnership's tangible assets.
 
  A Section 754 election is advantageous if the transferee's tax basis in his
Units is higher than such Units' share of the aggregate tax basis of the
Partnership's assets immediately prior to the transfer. In such a case, as a
result of the election, the transferee would have a higher tax basis in his
share of the Partnership's assets for purposes of calculating, among other
items, his depreciation and depletion deductions and his share of any gain or
loss on a sale of the Partnership's assets. Conversely, a Section 754 election
is disadvantageous if the transferee's tax basis in such Units is lower than
such Unit's share of the aggregate tax basis of the Partnership's assets
immediately prior to the transfer. Thus, the fair market value of the Units
may be affected either favorably or adversely by the election.
 
  The calculations involved in the Section 754 election are complex and will
be made by the Partnership on the basis of certain assumptions as to the value
of Partnership assets and other matters. There is no assurance that the
determinations made by the Partnership will not be successfully challenged by
the IRS and that the
 
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deductions resulting from them will not be reduced or disallowed altogether.
Should the IRS require a different basis adjustment to be made, and should, in
the Partnership's opinion, the expense of compliance exceed the benefit of the
election, the Partnership may seek permission from the IRS to revoke the
Section 754 election for the Partnership. If such permission is granted, a
subsequent purchaser of Units may be allocated more income than he would have
been allocated had the election not been revoked.
 
 Alternative Minimum Tax
 
  Although it is not expected that the Partnership will generate significant
tax preference items or adjustments, each Unitholder will be required to take
into account his distributive share of any items of Partnership income, gain,
deduction or loss for purposes of the alternative minimum tax. The minimum tax
rate for noncorporate taxpayers is 26% on the first $175,000 of alternative
minimum taxable income in excess of the exemption amount and 28% on any
additional alternative minimum taxable income. Prospective Unitholders should
consult with their tax advisors as to the impact of an investment in Units on
their liability for the alternative minimum tax.
 
 Valuation of Partnership Property and Basis of Properties
 
  The federal income tax consequences of the ownership and disposition of
Units will depend in part on estimates by the Partnership of the relative fair
market values, and determinations of the initial tax bases, of the assets of
the Partnership. Although the Partnership may from time to time consult with
professional appraisers with respect to valuation matters, many of the
relative fair market value estimates will be made by the Partnership. These
estimates and determinations of basis are subject to challenge and will not be
binding on the IRS or the courts. If the estimates of fair market value or
determinations of basis are subsequently found to be incorrect, the character
and amount of items of income, gain, loss or deductions previously reported by
Unitholders might change, and Unitholders might be required to adjust their
tax liability for prior years.
 
 Treatment of Short Sales
 
  A Unitholder whose Units are loaned to a "short seller" to cover a short
sale of Units may be considered as having disposed of ownership of those
Units. If so, he would no longer be a partner with respect to those Units
during the period of the loan and may recognize gain or loss from the
disposition. As a result, during this period, any Partnership income, gain,
deduction or loss with respect to those Units would not be reportable by the
Unitholder, any cash distributions received by the Unitholder with respect to
those Units would be fully taxable and all of such distributions would appear
to be treated as ordinary income. Unitholders desiring to assure their status
as partners and avoid the risk of gain recognition should modify any
applicable brokerage account agreements to prohibit their brokers from
borrowing their Units. The IRS has announced that it is actively studying
issues relating to the tax treatment of short sales of partnership interests.
See also "--Disposition of Common Units--Recognition of Gain or Loss."
 
DISPOSITION OF COMMON UNITS
 
 Recognition of Gain or Loss
 
  Gain or loss will be recognized on a sale of Units equal to the difference
between the amount realized and the Unitholder's tax basis for the Units sold.
A Unitholder's amount realized will be measured by the sum of the cash or the
fair market value of other property received plus his share of Partnership
nonrecourse liabilities. Because the amount realized includes a Unitholder's
share of Partnership nonrecourse liabilities, the gain recognized on the sale
of Units could result in a tax liability in excess of any cash received from
such sale.
 
  Prior Partnership distributions in excess of cumulative net taxable income
in respect of a Common Unit which decreased a Unitholder's tax basis in such
Common Unit will, in effect, become taxable income if the Common Unit is sold
at a price greater than the Unitholder's tax basis in such Common Unit, even
if the price is less than his original cost.
 
                                      123

  Should the IRS successfully contest the convention used by the Partnership
to amortize only a portion of the Section 743(b) adjustment (described under
"--Tax Treatment of Operations--Section 754 Election") attributable to an
amortizable Section 197 intangible after a sale by the General Partner of
Units, a Unitholder could realize additional gain from the sale of Units than
had such convention been respected. In that case, the Unitholder may have been
entitled to additional deductions against income in prior years but may be
unable to claim them, with the result to him of greater overall taxable income
than appropriate. Counsel is unable to opine as to the validity of the
convention but believes such a contest by the IRS to be unlikely because a
successful contest could result in substantial additional deductions to other
Unitholders.
 
  Gain or loss recognized by a Unitholder (other than a "dealer" in Units) on
the sale or exchange of a Unit held for more than one year will generally be
taxable as capital gain or loss. Capital gain recognized on the sale of Units
held for more than 12 months will generally be taxed at a maximum rate of 20%.
A portion of this gain or loss (which could be substantial), however, will be
separately computed and taxed as ordinary income or loss under Section 751 of
the Code to the extent attributable to assets giving rise to depreciation
recapture or other "unrealized receivables" or to "inventory items" owned by
the Partnership. The term "unrealized receivables" includes potential
recapture items, including depreciation recapture. Ordinary income
attributable to unrealized receivables, inventory items and depreciation
recapture may exceed net taxable gain realized upon the sale of the Unit and
may be recognized even if there is a net taxable loss realized on the sale of
the Unit. Thus, a Unitholder may recognize both ordinary income and a capital
loss upon a disposition of Units. Net capital loss may offset no more than
$3,000 of ordinary income in the case of individuals and may only be used to
offset capital gain in the case of corporations.
 
  The IRS has ruled that a partner who acquires interests in a partnership in
separate transactions must combine those interests and maintain a single
adjusted tax basis. Upon a sale or other disposition of less than all of such
interests, a portion of that tax basis must be allocated to the interests sold
using an "equitable apportionment" method. The ruling is unclear as to how the
holding period of these interests is determined once they are combined. If
this ruling is applicable to the holders of Common Units, a Common Unitholder
will be unable to select high or low basis Common Units to sell as would be
the case with corporate stock. It is not clear whether the ruling applies to
the Partnership because, similar to corporate stock, interests in the
Partnership are evidenced by separate certificates. Accordingly, Counsel is
unable to opine as to the effect such ruling will have on the Unitholders. A
Unitholder considering the purchase of additional Common Units or a sale of
Common Units purchased in separate transactions should consult his tax advisor
as to the possible consequences of such ruling.
 
  Certain provisions of the Code affect the taxation of certain financial
products and securities, including partnership interests, by treating a
taxpayer as having sold an "appreciated" partnership interest (one in which
gain would be recognized if it were sold, assigned or terminated at its fair
market value) if the taxpayer or related persons enters into a short sale, an
offsetting notional principal contract, or a futures or forward contract with
respect to the partnership interest or substantially identical property.
Moreover, if a taxpayer has previously entered into a short sale, an
offsetting notional principal contract or a futures or forward contract with
respect to the partnership interest, the taxpayer will be treated as having
sold such position if the taxpayer or related person then acquires the
partnership interest or substantially identical property. The Secretary of
Treasury is also authorized to issue regulations that treat a taxpayer that
enters into transactions or positions that have substantially the same effect
as the preceding transactions as having constructively sold the financial
position.
 
 Allocations Between Transferors and Transferees
 
  In general, the Partnership's taxable income and losses will be determined
annually, will be prorated on a monthly basis and will be subsequently
apportioned among the Unitholders in proportion to the number of Units owned
by each of them as of the opening of the NYSE on the first business day of the
month (the "Allocation Date"). However, gain or loss realized on a sale or
other disposition of Partnership assets other than in the ordinary course of
business will be allocated among the Unitholders on the Allocation Date in the
month in
 
                                      124

which that gain or loss is recognized. As a result, a Unitholder transferring
Common Units in the open market may be allocated income, gain, loss and
deduction accrued after the date of transfer.
 
  The use of this method may not be permitted under existing Treasury
Regulations. Accordingly, Counsel is unable to opine on the validity of this
method of allocating income and deductions between the transferors and the
transferees of Units. If this method is not allowed under the Treasury
Regulations (or only applies to transfers of less than all of the Unitholder's
interest), taxable income or losses of the Partnership might be reallocated
among the Unitholders. The Partnership is authorized to revise its method of
allocation between transferors and transferees (as well as among partners
whose interests otherwise vary during a taxable period) to conform to a method
permitted under future Treasury Regulations.
 
  A Unitholder who owns Units at any time during a quarter and who disposes of
such Units prior to the record date set for a cash distribution with respect
to such quarter will be allocated items of Partnership income, gain, loss and
deductions attributable to such quarter but will not be entitled to receive
that cash distribution.
 
 Notification Requirements
 
  A Unitholder who sells or exchanges Units is required to notify the
Partnership in writing of that sale or exchange within 30 days after the sale
or exchange and in any event by no later than January 15 of the year following
the calendar year in which the sale or exchange occurred. The Partnership is
required to notify the IRS of that transaction and to furnish certain
information to the transferor and transferee. However, these reporting
requirements do not apply with respect to a sale by an individual who is a
citizen of the U.S. and who effects the sale or exchange through a broker.
Additionally, a transferor and a transferee of a Unit will be required to
furnish statements to the IRS, filed with their income tax returns for the
taxable year in which the sale or exchange occurred, that set forth the amount
of the consideration received for the Unit that is allocated to goodwill or
going concern value of the Partnership. Failure to satisfy these reporting
obligations may lead to the imposition of substantial penalties.
 
 Constructive Termination
 
  The Partnership and the Operating Partnership will be considered to have
been terminated if there is a sale or exchange of 50% or more of the total
interests in Partnership capital and profits within a 12-month period. If the
Partnership elects to be treated as a large partnership, it will not terminate
by reason of the sale or exchange of interests in the Partnership. A
termination of the Partnership will cause a termination of the Operating
Partnership. A termination of the Partnership will result in the closing of
the Partnership's taxable year for all Unitholders. In the case of a
Unitholder reporting on a taxable year other than a fiscal year ending
December 31, the closing of the Partnership's taxable year may result in more
than 12 months' taxable income or loss of the Partnership being includable in
his taxable income for the year of termination. New tax elections required to
be made by the Partnership, including a new election under Section 754 of the
Code, must be made subsequent to a termination, and a termination could result
in a deferral of Partnership deductions for depreciation. A termination could
also result in penalties if the Partnership were unable to determine that the
termination had occurred. Moreover, a termination might either accelerate the
application of, or subject the Partnership to, any tax legislation enacted
prior to the termination.
 
 Entity-Level Collections
 
  If the Partnership is required or elects under applicable law to pay any
federal, state or local income tax on behalf of any Unitholder or any General
Partner or any former Unitholder, the Partnership is authorized to pay those
taxes from Partnership funds. Such payment, if made, will be treated as a
distribution of cash to the partner on whose behalf the payment was made. If
the payment is made on behalf of a person whose identity cannot be determined,
the Partnership is authorized to treat the payment as a distribution to
current Unitholders. The Partnership is authorized to amend the Partnership
Agreement in the manner necessary to maintain uniformity of intrinsic tax
characteristics of Units and to adjust subsequent distributions, so that after
giving effect to such
 
                                      125

distributions, the priority and characterization of distributions otherwise
applicable under the Partnership Agreement is maintained as nearly as is
practicable. Payments by the Partnership as described above could give rise to
an overpayment of tax on behalf of an individual partner in which event the
partner could file a claim for credit or refund.
 
UNIFORMITY OF UNITS
 
  Because the Partnership cannot match transferors and transferees of Units,
uniformity of the economic and tax characteristics of the Units to a purchaser
of such Units must be maintained. In the absence of uniformity, compliance
with a number of federal income tax requirements, both statutory and
regulatory, could be substantially diminished. A lack of uniformity can result
from a literal application of Treasury Regulation Section 1.167(c)-1(a)(6) and
Proposed Treasury Regulation Section 1.197-2(g)(3). Any non-uniformity could
have a negative impact on the value of the Units. See "--Tax Treatment of
Operations--Section 754 Election."
 
  The Partnership intends to depreciate the portion of a Section 743(b)
adjustment attributable to unrealized appreciation in the value of contributed
property or adjusted property (to the extent of any unamortized Book-Tax
Disparity) using a rate of depreciation or amortization derived from the
depreciation or amortization method and useful life applied to the Common
Basis of such property, or treat that portion as nonamortizable, to the extent
attributable to property the Common Basis of which is not amortizable,
consistent with the proposed regulations under Section 743 but despite its
inconsistency with Treasury Regulation Section 1.167(c)-1(a)(6) and Proposed
Treasury Regulation Section 1.197-2(g)(3) (neither of which is expected to
directly apply to a material portion of the Partnership's assets). See "--Tax
Treatment of Operations--Section 754 Election." To the extent such Section
743(b) adjustment is attributable to appreciation in value in excess of the
unamortized Book-Tax Disparity, the Partnership will apply the rules described
in the Regulations and legislative history. If the Partnership determines that
such a position cannot reasonably be taken, the Partnership may adopt a
depreciation and amortization convention under which all purchasers acquiring
Units in the same month would receive depreciation and amortization
deductions, whether attributable to Common Basis or Section 743(b) basis,
based upon the same applicable rate as if they had purchased a direct interest
in the Partnership's property. If such an aggregate approach is adopted, it
may result in lower annual depreciation and amortization deductions than would
otherwise be allowable to certain Unitholders and risk the loss of
depreciation and amortization deductions not taken in the year that such
deductions are otherwise allowable. This convention will not be adopted if the
Partnership determines that the loss of depreciation and amortization
deductions will have a material adverse effect on the Unitholders. If the
Partnership chooses not to utilize this aggregate method, the Partnership may
use any other reasonable depreciation and amortization convention to preserve
the uniformity of the intrinsic tax characteristics of any Units that would
not have a material adverse effect on the Unitholders. The IRS may challenge
any method of depreciating the Section 743(b) adjustment described in this
paragraph. If such a challenge were sustained, the uniformity of Units might
be affected, and the gain from the sale of Units might be increased without
the benefit of additional deductions. See "--Disposition of Common Units--
Recognition of Gain or Loss."
 
TAX-EXEMPT ORGANIZATIONS AND CERTAIN OTHER INVESTORS
 
  Ownership of Units by employee benefit plans, other tax-exempt
organizations, nonresident aliens, foreign corporations, other foreign persons
and regulated investment companies raises issues unique to such persons and,
as described below, may have substantially adverse tax consequences. Employee
benefit plans and most other organizations exempt from federal income tax
(including individual retirement accounts ("IRAs") and other retirement plans)
are subject to federal income tax on unrelated business taxable income.
Virtually all of the taxable income derived by such an organization from the
ownership of a Unit will be unrelated business taxable income and thus will be
taxable to such a Unitholder.
 
  A regulated investment partnership or "mutual fund" is required to derive
90% or more of its gross income from interest, dividends, gains from the sale
of stocks or securities or foreign currency or certain related sources.
 
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It is not anticipated that any significant amount of the Partnership's gross
income will include that type of income.
 
  Non-resident aliens and foreign corporations, trusts or estates which hold
Units will be considered to be engaged in business in the U.S. on account of
ownership of Units. As a consequence they will be required to file federal tax
returns in respect of their share of Partnership income, gain, loss or
deduction and pay federal income tax at regular rates on any net income or
gain. Generally, a partnership is required to pay a withholding tax on the
portion of the partnership's income which is effectively connected with the
conduct of a U.S. trade or business and which is allocable to the foreign
partners, regardless of whether any actual distributions have been made to
such partners. However, under rules applicable to publicly-traded
partnerships, the Partnership will withhold (currently at the rate of 39.6%)
on actual cash distributions made quarterly to foreign Unitholders. Each
foreign Unitholder must obtain a taxpayer identification number from the IRS
and submit that number to the Transfer Agent of the Partnership on a Form W-8
in order to obtain credit for the taxes withheld. A change in applicable law
may require the Partnership to change these procedures.
 
  Because a foreign corporation which owns Units will be treated as engaged in
a U.S. trade or business, such a corporation may be subject to U.S. branch
profits tax at a rate of 30%, in addition to regular federal income tax, on
its allocable share of the Partnership's income and gain (as adjusted for
changes in the foreign corporation's "U.S. net equity") which are effectively
connected with the conduct of a U.S. trade or business. That tax may be
reduced or eliminated by an income tax treaty between the U.S. and the country
with respect to which the foreign corporate Unitholder is a "qualified
resident." In addition, such a Unitholder is subject to special information
reporting requirements under Section 6038C of the Code.
 
  Under a ruling of the IRS a foreign Unitholder who sells or otherwise
disposes of a Unit will be subject to federal income tax on gain realized on
the disposition of such Unit to the extent that such gain is effectively
connected with a U.S. trade or business of the foreign Unitholder. Apart from
the ruling, a foreign Unitholder will not be taxed or subject to withholding
upon the disposition of a Unit if that foreign Unitholder has held less than
5% in value of the Units during the five-year period ending on the date of the
disposition and if the Units are regularly traded on an established securities
market at the time of the disposition.
 
ADMINISTRATIVE MATTERS
 
 Partnership Information Returns and Audit Procedures
 
  The Partnership intends to furnish to each Unitholder, within 90 days after
the close of each calendar year, certain tax information, including a Schedule
K-1, which sets forth each Unitholder's share of the Partnership's income,
gain, loss and deduction for the preceding Partnership taxable year. In
preparing this information, which will generally not be reviewed by counsel,
the Partnership will use various accounting and reporting conventions, some of
which have been mentioned in the previous discussion, to determine the
Unitholder's share of income, gain, loss and deduction. There is no assurance
that any of those conventions will yield a result which conforms to the
requirements of the Code, regulations or administrative interpretations of the
IRS. The Partnership cannot assure prospective Unitholders that the IRS will
not successfully contend in court that such accounting and reporting
conventions are impermissible. Any such challenge by the IRS could negatively
affect the value of the Units.
 
  The federal income tax information returns filed by the Partnership may be
audited by the IRS. Adjustments resulting from any such audit may require each
Unitholder to adjust a prior year's tax liability, and possibly may result in
an audit of the Unitholder's own return. Any audit of a Unitholder's return
could result in adjustments of non-Partnership as well as Partnership items.
 
  Partnerships generally are treated as separate entities for purposes of
federal tax audits, judicial review of administrative adjustments by the IRS
and tax settlement proceedings. The tax treatment of partnership items of
income, gain, loss and deduction are determined in a partnership proceeding
rather than in separate proceedings
 
                                      127

with the partners. The Code provides for one partner to be designated as the
"Tax Matters Partner" for these purposes. The Partnership Agreement appoints
the General Partner as the Tax Matters Partner of the Partnership.
 
  The Tax Matters Partner will make certain elections on behalf of the
Partnership and Unitholders and can extend the statute of limitations for
assessment of tax deficiencies against Unitholders with respect to Partnership
items. The Tax Matters Partner may bind a Unitholder with less than a 1%
profits interest in the Partnership to a settlement with the IRS unless that
Unitholder elects, by filing a statement with the IRS, not to give such
authority to the Tax Matters Partner. The Tax Matters Partner may seek
judicial review (by which all the Unitholders are bound) of a final
partnership administrative adjustment and, if the Tax Matters Partner fails to
seek judicial review, such review may be sought by any Unitholder having at
least a 1% interest in the profits of the Partnership and by the Unitholders
having in the aggregate at least a 5% profits interest. However, only one
action for judicial review will go forward, and each Unitholder with an
interest in the outcome may participate. However, if the Partnership elects to
be treated as a large partnership, a partner will not have the right to
participate in settlement conferences with the IRS or to seek a refund.
 
  A Unitholder must file a statement with the IRS identifying the treatment of
any item on his federal income tax return that is not consistent with the
treatment of the item on the Partnership's return. Intentional or negligent
disregard of the consistency requirement may subject a Unitholder to
substantial penalties. However, if the Partnership elects to be treated as a
large partnership, its partners would be required to treat all Partnership
items in a manner consistent with the Partnership return.
 
  If the Partnership elects to be treated as a large partnership, each partner
would take into account separately his share of the following items,
determined at the partnership level: (1) taxable income or loss from passive
loss limitation activities; (2) taxable income or loss from other activities
(such as portfolio income or loss); (3) net capital gains to the extent
allocable to passive loss limitation activities and other activities; (4) tax
exempt interest; (5) a net alternative minimum tax adjustment separately
computed for passive loss limitation activities and other activities; (6)
general credits; (7) low-income housing credit; (8) rehabilitation credit; (9)
foreign income taxes; (10) credit for producing fuel from a nonconventional
source; and (11) any other items the Secretary of Treasury deems appropriate.
Moreover, miscellaneous itemized deductions would not be passed through to the
partners and 30% of such deductions would be used at the partnership level.
 
  A number of other changes to the tax compliance and administrative rules
relating to electing large partnerships have been made. One provision requires
that each partner in a large partnership, such as the Partnership, take into
account his share of any adjustments to partnership items in the year such
adjustments are made. Under prior law, adjustments relating to partnership
items for a previous taxable year were taken into account by those persons who
were partners in the previous taxable year. Alternatively, a partnership could
elect to or, in some circumstances, could be required to directly pay the tax
resulting from any such adjustments. In either case, therefore, Unitholders
could bear significant economic burdens associated with tax adjustments
relating to periods predating their acquisition of Units. It is not expected
that the Partnership will elect to have the large partnership provisions apply
because of the cost of their application.
 
 Nominee Reporting
 
  Persons who hold an interest in the Partnership as a nominee for another
person are required to furnish to the Partnership (a) the name, address and
taxpayer identification number of the beneficial owner and the nominee; (b)
whether the beneficial owner is (i) a person that is not a U.S. person, (ii) a
foreign government, an international organization or any wholly-owned agency
or instrumentality of either of the foregoing, or (iii) a tax-exempt entity;
(c) the amount and description of Units held, acquired or transferred for the
beneficial owner; and (d) certain information including the dates of
acquisitions and transfers, means of acquisitions and transfers, and
acquisition cost for purchases, as well as the amount of net proceeds from
sales. Brokers and financial institutions are required to furnish additional
information, including whether they are U.S. persons and certain information
on Units they acquire, hold or transfer for their own account. A penalty of
$50 per failure (up to a maximum of $100,000 per calendar year) is imposed by
the Code for failure to report such information to the
 
                                      128

Partnership. The nominee is required to supply the beneficial owner of the
Units with the information furnished to the Partnership.
 
 Registration as a Tax Shelter
 
  The Code requires that "tax shelters" be registered with the Secretary of
the Treasury. The temporary Treasury Regulations interpreting the tax shelter
registration provisions of the Code are extremely broad. It is arguable that
the Partnership is not subject to the registration requirement on the basis
that it will not constitute a tax shelter. However, the General Partner, as a
principal organizer of the Partnership, will register the Partnership as a tax
shelter with the Secretary of the Treasury in the absence of assurance that
the Partnership will not be subject to tax shelter registration and in light
of the substantial penalties which might be imposed if registration is
required and not undertaken. ISSUANCE OF THE REGISTRATION NUMBER DOES NOT
INDICATE THAT AN INVESTMENT IN THE PARTNERSHIP OR THE CLAIMED TAX BENEFITS
HAVE BEEN REVIEWED, EXAMINED OR APPROVED BY THE IRS. The Partnership must
furnish the registration number to the Unitholders, and a Unitholder who sells
or otherwise transfers a Unit in a subsequent transaction must furnish the
registration number to the transferee. The penalty for failure of the
transferor of a Unit to furnish the registration number to the transferee is
$100 for each such failure. The Unitholders must disclose the tax shelter
registration number of the Partnership on Form 8271 to be attached to the tax
return on which any deduction, loss or other benefit generated by the
Partnership is claimed or income of the Partnership is included. A Unitholder
who fails to disclose the tax shelter registration number on his return,
without reasonable cause for that failure, will be subject to a $250 penalty
for each failure. Any penalties discussed herein are not deductible for
federal income tax purposes.
 
 Accuracy-Related Penalties
 
  An additional tax equal to 20% of the amount of any portion of an
underpayment of tax which is attributable to one or more of certain listed
causes, including negligence or disregard of rules or regulations, substantial
understatements of income tax and substantial valuation misstatements, is
imposed by the Code. No penalty will be imposed, however, with respect to any
portion of an underpayment if it is shown that there was a reasonable cause
for that portion and that the taxpayer acted in good faith with respect to
that portion.
 
  A substantial understatement of income tax in any taxable year exists if the
amount of the understatement exceeds the greater of 10% of the tax required to
be shown on the return for the taxable year or $5,000 ($10,000 for most
corporations). The amount of any understatement subject to penalty generally
is reduced if any portion is attributable to a position adopted on the return
(i) with respect to which there is, or was, "substantial authority" or (ii) as
to which there is a reasonable basis and the pertinent facts of such position
are disclosed on the return. Certain more stringent rules apply to "tax
shelters," a term that in this context does not appear to include the
Partnership. If any Partnership item of income, gain, loss or deduction
included in the distributive shares of Unitholders might result in such an
"understatement" of income for which no "substantial authority" exists, the
Partnership must disclose the pertinent facts on its return. In addition, the
Partnership will make a reasonable effort to furnish sufficient information
for Unitholders to make adequate disclosure on their returns to avoid
liability for this penalty.
 
  A substantial valuation misstatement exists if the value of any property (or
the adjusted basis of any property) claimed on a tax return is 200% or more of
the amount determined to be the correct amount of such valuation or adjusted
basis. No penalty is imposed unless the portion of the underpayment
attributable to a substantial valuation misstatement exceeds $5,000 ($10,000
for most corporations). If the valuation claimed on a return is 400% or more
than the correct valuation, the penalty imposed increases to 40%.
 
STATE, LOCAL AND OTHER TAX CONSIDERATIONS
 
  In addition to federal income taxes, Unitholders will be subject to other
taxes, such as state and local income taxes, unincorporated business taxes,
and estate, inheritance or intangible taxes that may be imposed by the
 
                                      129

various jurisdictions in which the Partnership does business or owns property.
Although an analysis of those various taxes is not presented here, each
prospective Unitholder should consider their potential impact on his
investment in the Partnership. The Partnership will initially own property and
conduct business in Arizona, California, Oklahoma, Kansas, New Mexico,
Illinois, Texas, Louisiana, Alabama, Mississippi and Florida. Of those, only
Texas and Florida do not currently impose a personal income tax. A Unitholder
will be required to file state income tax returns and to pay state income
taxes in some or all of the states in which the Partnership does business or
owns property and may be subject to penalties for failure to comply with those
requirements. In certain states, tax losses may not produce a tax benefit in
the year incurred (if, for example, the Partnership has no income from sources
within that state) and also may not be available to offset income in
subsequent taxable years. Some of the states may require the Partnership, or
the Partnership may elect, to withhold a percentage of income from amounts to
be distributed to a Unitholder who is not a resident of the state.
Withholding, the amount of which may be greater or less than a particular
Unitholder's income tax liability to the state, generally does not relieve the
non-resident Unitholder from the obligation to file an income tax return.
Amounts withheld may be treated as if distributed to Unitholders for purposes
of determining the amounts distributed by the Partnership. See "--Disposition
of Common Units--Entity-Level Collections." Based on current law and its
estimate of future Partnership operations, the General Partner anticipates
that any amounts required to be withheld will not be material.
 
  It is the responsibility of each Unitholder to investigate the legal and tax
consequences, under the laws of pertinent states and localities, of his
investment in the Partnership. Accordingly, each prospective Unitholder should
consult, and must depend upon, his own tax counsel or other advisor with
regard to those matters. Further, it is the responsibility of each Unitholder
to file all state and local, as well as U.S. federal, tax returns that may be
required of such Unitholder. Counsel has not rendered an opinion on the state
or local tax consequences of an investment in the Partnership.
 
            INVESTMENT IN THE PARTNERSHIP BY EMPLOYEE BENEFIT PLANS
 
  An investment in the Partnership by an employee benefit plan is subject to
certain additional considerations because the investments of such plans are
subject to the fiduciary responsibility and prohibited transaction provisions
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and restrictions imposed by Section 4975 of the Code. As used herein, the term
"employee benefit plan" includes, but is not limited to, qualified pension,
profit-sharing and stock bonus plans, Keogh plans, simplified employee pension
plans and tax deferred annuities or IRAs established or maintained by an
employer or employee organization. Among other things, consideration should be
given to (a) whether such investment is prudent under Section 404(a)(1)(B) of
ERISA; (b) whether in making such investment, such plan will satisfy the
diversification requirement of Section 404(a)(1)(C) of ERISA; and (c) whether
such investment will result in recognition of unrelated business taxable
income by such plan and, if so, the potential after-tax investment return. See
"Tax Considerations--Uniformity of Units--Tax-Exempt Organizations and Certain
Other Investors." The person with investment discretion with respect to the
assets of an employee benefit plan (a "fiduciary") should determine whether an
investment in the Partnership is authorized by the appropriate governing
instrument and is a proper investment for such plan.
 
  Section 406 of ERISA and Section 4975 of the Code (which also applies to
IRAs that are not considered part of an employee benefit plan) prohibit an
employee benefit plan from engaging in certain transactions involving "plan
assets" with parties that are "parties in interest" under ERISA or
"disqualified persons" under the Code with respect to the plan.
 
  In addition to considering whether the purchase of Common Units is a
prohibited transaction, a fiduciary of an employee benefit plan should
consider whether such plan will, by investing in the Partnership, be deemed to
own an undivided interest in the assets of the Partnership, with the result
that the General Partner also would be a fiduciary of such plan and the
operations of the Partnership would be subject to the regulatory restrictions
of ERISA, including its prohibited transaction rules, as well as the
prohibited transaction rules of the Code.
 
                                      130

  The Department of Labor regulations provide guidance with respect to whether
the assets of an entity in which employee benefit plans acquire equity
interests would be deemed "plan assets" under certain circumstances. Pursuant
to these regulations, an entity's assets would not be considered to be "plan
assets" if, among other things, (a) the equity interest acquired by employee
benefit plans are publicly offered securities-- i.e., the equity interests are
widely held by 100 or more investors independent of the issuer and each other,
freely transferable and registered pursuant to certain provisions of the
federal securities laws, (b) the entity is an "Operating Partnership"--i.e.,
it is primarily engaged in the production or sale of a product or service
other than the investment of capital either directly or through a majority
owned subsidiary or subsidiaries, or (c) there is no significant investment by
benefit plan investors, which is defined to mean that less than 25% of the
value of each class of equity interest (disregarding certain interests held by
the General Partner, its affiliates, and certain other persons) is held by the
employee benefit plans referred to above, IRAs and other employee benefit
plans not subject to ERISA (such as governmental plans). The Partnership's
assets should not be considered "plan assets" under these regulations because
it is expected that the investment will satisfy the requirements in (a) and
(b) above and may also satisfy the requirements in (c).
 
  Plan fiduciaries contemplating a purchase of Common Units should consult
with their own counsel regarding the consequences under ERISA and the Code in
light of the serious penalties imposed on persons who engage in prohibited
transactions or other violations.
 
                                      131

                                 UNDERWRITING
 
  Upon the terms and subject to the conditions stated in the Underwriting
Agreement dated the date hereof (the "Underwriting Agreement"), the
Partnership has agreed to sell to each of the Underwriters named below, and
each of the Underwriters has severally agreed to purchase from the
Partnership, the number of Common Units set forth opposite its name below:

                                                                     NUMBER OF
                               UNDERWRITER                          COMMON UNITS
                               -----------                          ------------
                                                                 
      Salomon Smith Barney Inc. ...................................
      PaineWebber Incorporated.....................................
      A.G. Edwards & Sons, Inc. ...................................
      Donaldson, Lufkin & Jenrette Securities Corporation..........
      Goldman, Sachs & Co. ........................................
      Dain Rauscher Wessels
       a division of Dain Rauscher Incorporated....................
      ING Baring Furman Selz LLC...................................
                                                                     ----------
        Total......................................................  12,782,609
                                                                     ==========

  The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Common Units offered hereby
are subject to approval of certain legal matters by their counsel and to
certain other conditions. The Underwriters are obligated to take and pay for
all Common Units offered hereby (other than those covered by the Underwriters'
over-allotment option described below) if any such Common Units are taken.
 
  The Underwriters, for whom Salomon Smith Barney Inc., PaineWebber
Incorporated, A.G. Edwards & Sons, Inc., Donaldson, Lufkin & Jenrette
Securities Corporation, Goldman, Sachs & Co., Dain Rauscher Wessels, a
division of Dain Rauscher Incorporated, and ING Baring Furman Selz LLC are
acting as Representatives (the "Representatives"), propose to offer part of
the Common Units directly to the public at the offering price set forth on the
cover page of this Prospectus and part of such Common Units to certain dealers
at such price less a concession not in excess of $       per Common Unit. The
Underwriters may allow, and such dealers may reallow, a concession not in
excess of $       per Common Unit to other Underwriters or to certain other
dealers. After the initial offering of the Common Units to the public, the
offering price and other selling terms may from time to time be varied by the
Representatives. The Representatives have informed the Partnership that the
Underwriters do not intend to confirm sales to accounts over which they
exercise discretionary authority without the prior written approval of the
transaction by the customer.
 
  The Partnership has granted to the Underwriters an option, exercisable for
30 days from the date of this Prospectus, to purchase up to 1,917,391
additional Common Units at the Price to Public set forth on the cover page of
this Prospectus, minus the underwriting discounts and commissions. To the
extent such option is exercised by the Underwriters, the Partnership will use
the net proceeds received therefrom to redeem Common Units from the General
Partner and its affiliates. The Underwriters may exercise such option solely
for the purpose of covering over-allotments, if any, made in connection with
the offering of the Common Units offered hereby. To the extent such option is
exercised, each Underwriter will be obligated, subject to certain conditions,
to purchase approximately the same percentage of such additional Common Units
as the number of Common Units set forth opposite such Underwriter's name in
the preceding table bears to the total number of Common Units listed in such
table.
 
  In connection with this offering and in compliance with applicable law, the
Underwriters may overallot (i.e., sell more Common Units than the total amount
shown on the list of Underwriters that appears above) and may effect
transactions that stabilize, maintain or otherwise affect the market price of
the Common Units at levels above those that might otherwise prevail in the
open market. Such transactions may include placing bids for the
 
                                      132

Common Units or effecting purchases of the Common Units for the purposes of
pegging, fixing or maintaining the price of the Common Units or for the
purpose of reducing a syndicate short position created in connection with the
offering. In addition, the contractual arrangements among the Underwriters
include a provision whereby, if the Representatives purchase Common Units in
the open market for the account of the underwriting syndicate and the Common
Units purchased can be traced to a particular Underwriter or member of the
selling group, the underwriting syndicate may impose a "penalty bid" whereby
it may require the Underwriter or selling group member in question to purchase
the Common Units in question at the cost price to the syndicate or may recover
from (or decline to pay to) the Underwriter or selling group member in
question the selling concession applicable to the Common Units in question.
The Underwriters are not required to engage in any of these activities and any
such activities, if commenced, may be discontinued at any time.
 
  The Partnership, the Operating Partnership, the General Partner, Plains
Resources and the officers and directors of the General Partner have agreed
not to (i) offer, sell, contract to sell or otherwise dispose of any Common
Units or Subordinated Units, any securities that are convertible into, or
exercisable or exchangeable for, or that represent the right to receive,
Common Units or Subordinated Units or any securities that are senior to or
pari passu with Common Units, or (ii) grant any options or warrants to
purchase Common Units or Subordinated Units (other than the grant of Unit
Options or Restricted Units pursuant to the Long-Term Incentive Plan), for a
period of 180 days after the date of this Prospectus without the prior written
consent of Salomon Smith Barney Inc., except for issuances of Common Units in
connection with certain Acquisitions or Capital Improvements that are
accretive on a per Unit basis.
 
  Prior to this offering, there has been no public market for the Common Units
of the Partnership. Consequently, the initial public offering price has been
determined by negotiations between the General Partner and the
Representatives. Among the factors considered in determining the initial
public offering price were the history of and prospects for the Partnership's
business and the industry in which it competes, an assessment of the
Partnership's management and the present state of the Partnership's
development, the past and present revenues, earnings and cash flows of the
Partnership, the prospects for growth of the Partnership's revenues, earnings
and cash flows, the current state of the economy in the United States and the
current level of economic activity in the industry in which the Partnership
competes and in related or comparable industries, and currently prevailing
conditions in the securities markets, including current market valuations of
publicly traded companies which are comparable to the Partnership.
 
  The Common Units have been approved for listing on the NYSE, under the
symbol "PAA".
 
  Because the National Association for Securities Dealers, Inc. ("NASD") views
the Common Units offered hereby as interests in a direct participation
program, the offering is being made in compliance with Rule 2810 of the NASD's
Conduct Rules. Investor suitability with respect to the Common Units should be
judged similarly to the suitability with respect to other securities that are
listed for trading on a national securities exchange.
 
  The Partnership, the Operating Partnership, the General Partner and Plains
Resources have agreed to indemnify the Underwriters against certain civil
liabilities, including liabilities under the Securities Act.
 
                                      133

                         VALIDITY OF THE COMMON UNITS
 
  The validity of the Common Units will be passed upon for the Partnership by
Andrews & Kurth L.L.P., Houston, Texas. Certain legal matters in connection
with the Common Units offered hereby are being passed upon for the
Underwriters by Baker & Botts, L.L.P., Houston, Texas.
 
                                    EXPERTS
 
  The combined financial statements of the Plains Midstream Subsidiaries as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997 included in this Prospectus have been so included in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
 
  The consolidated financial statements of Wingfoot Ventures Seven, Inc. as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997 included in this Prospectus have been so included in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
 
  The balance sheet of Plains All American Inc. as of June 30, 1998 included
in this Prospectus has been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
 
  The balance sheet of the Partnership as of September 17, 1998 included in
this Prospectus has been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
 
                             AVAILABLE INFORMATION
 
  The Partnership has not previously been subject to the informational
requirements of the Exchange Act. The Partnership has filed with the
Commission a Registration Statement on Form S-1 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Units offered hereby. This Prospectus, which constitutes
a part of the Registration Statement, does not contain all of the information
set forth in the Registration Statement, certain items of which are contained
in exhibits and schedules to the Registration Statement as permitted by the
rules and regulations of the Commission. For further information with respect
to the Partnership and the Common Units offered hereby, reference is made to
the Registration Statement, including the exhibits and schedules thereto.
Statements made in this Prospectus concerning the contents of any contract,
agreement or other document are not necessarily complete; with respect to each
such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement is qualified in
its entirety by such reference. The Registration Statement and the exhibits
and schedules thereto filed with the Commission by the Partnership may be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the Commission located at 7 World Trade Center,
Suite 1300, New York, New York 10048 and 500 West Madison Street, Chicago,
Illinois 60661. Copies of such material can also be obtained upon written
request from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates or
from the Commission's Web site on the Internet at http://www.sec.gov.
 
                                      134

                         INDEX TO FINANCIAL STATEMENTS

                                                                           PAGE
                                                                           ----
                                                                        
PLAINS ALL AMERICAN PIPELINE, L.P.
 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS:
   Introduction...........................................................  F-2
   Pro Forma Consolidated Balance Sheet as of June 30, 1998...............  F-3
   Pro Forma Consolidated Income Statement for the six months ended June
    30, 1998..............................................................  F-4
   Pro Forma Consolidated Income Statement for the six months ended June
    30, 1997..............................................................  F-5
   Pro Forma Consolidated Income Statement for the year ended December 31,
    1997..................................................................  F-6
   Notes to Pro Forma Consolidated Financial Statements...................  F-7
PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 UNAUDITED COMBINED INTERIM FINANCIAL STATEMENTS:
   Combined Balance Sheets as of December 31, 1997 and June 30, 1998...... F-10
   Combined Statements of Income and Combined Equity for the six months
    ended June 30, 1997 and 1998.......................................... F-11
   Combined Statements of Cash Flows for the six months ended June 30,
    1997 and 1998......................................................... F-12
   Notes to Combined Financial Statements................................. F-13
PLAINS ALL AMERICAN INC.:
   Report of Independent Accountants...................................... F-15
   Balance Sheet as of June 30, 1998...................................... F-16
   Note to Financial Statement............................................ F-17
WINGFOOT VENTURES SEVEN, INC.
 UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS:
   Consolidated Balance Sheets as of December 31, 1997 and June 30, 1998.. F-18
   Consolidated Statements of Income for the six months ended June 30,
    1997 and 1998......................................................... F-19
   Consolidated Statements of Cash Flows for the six months ended June 30,
    1997 and 1998......................................................... F-20
   Notes to Consolidated Financial Statements............................. F-21
PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 COMBINED FINANCIAL STATEMENTS:
   Report of Independent Accountants...................................... F-22
   Combined Balance Sheets as of December 31, 1996 and 1997............... F-23
   Combined Statements of Operations and Combined Equity for the years
    ended December 31, 1995, 1996, and 1997............................... F-24
   Combined Statements of Cash Flows for the years ended December 31,
    1995, 1996 and 1997................................................... F-25
   Notes to Combined Financial Statements................................. F-26
WINGFOOT VENTURES SEVEN, INC.
 CONSOLIDATED FINANCIAL STATEMENTS:
   Report of Independent Accountants...................................... F-32
   Consolidated Balance Sheets as of December 31, 1996 and 1997........... F-33
   Consolidated Statements of Operations and Accumulated Deficit for the
    years ended December 31, 1995, 1996 and 1997.......................... F-34
   Consolidated Statements of Cash Flows for the years ended December 31,
    1995, 1996 and 1997................................................... F-35
   Notes to Consolidated Financial Statements............................. F-36
PLAINS ALL AMERICAN PIPELINE, L.P.:
   Report of Independent Accountants...................................... F-46
   Balance Sheet as of September 17, 1998 (date of formation)............. F-47
   Note to Balance Sheet.................................................. F-48

                                      F-1

                PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF
                PLAINS ALL AMERICAN PIPELINE, L.P. (UNAUDITED)
 
  The following pro forma consolidated financial statements are based upon the
historical financial statements of the Plains Resources Inc. Midstream
Subsidiaries (the "Plains Midstream Subsidiaries"), comprised of wholly owned
subsidiaries of Plains Resources Inc. ("Plains Resources"), Wingfoot Ventures
Seven, Inc. ("Wingfoot"), a wholly owned subsidiary of The Goodyear Tire &
Rubber Company ("Goodyear"), and Plains All American Inc. (the "General
Partner"), a wholly owned subsidiary of Plains Resources. The pro forma
financial statements reflect (a) the July 30, 1998 acquisition (the
"Acquisition") by the General Partner of all of the outstanding capital stock
of the All American Pipeline Company, Celeron Gathering Corporation and
Celeron Trading & Transportation Company (collectively, the "Celeron
Companies", which comprise substantially all of Wingfoot) from Wingfoot for
approximately $400 million in cash, which was financed in part through a
borrowing of $300 million under the General Partner's $325 million limited
recourse bank facility (the "PAAI Credit Facility") (a portion of which funded
initial working capital) and a capital contribution of $114 million from
Plains Resources and (b) the following transactions to occur at the closing of
offering of the Common Units made hereby (the "Transactions"): (i) the public
offering (the "Offering") by Plains All American Pipeline, L.P. (the
"Partnership") of 12,782,609 Common Units at an assumed initial public
offering price of $      per Common Unit resulting in aggregate net proceeds
to the Partnership of $241.0 million, (ii) the issuance by the Partnership of
6,817,391 Common Units and 9,800,000 Subordinated Units to the General Partner
and its affiliates, (iii) the assumption by the Operating Partnership of $175
million of debt of the General Partner, (iv) the repayment of $31.1 million of
indebtedness assumed by the Operating Partnership from the Plains Midstream
Subsidiaries and (v) the distribution of $174.9 million to the General
Partner. The Acquisition was accounted for by the General Partner using the
purchase method of accounting.
 
  The pro forma adjustments are based upon currently available information and
certain estimates and assumptions, and therefore, the actual adjustments may
differ from the unaudited pro forma adjustments. However, management believes
that the assumptions provide a reasonable basis for presenting the significant
effects of the transactions as contemplated and that the unaudited pro forma
adjustments give appropriate effect to those assumptions and are properly
applied in the unaudited pro forma financial statements. The pro forma
consolidated financial statements do not purport to present the financial
position or results of operations of the Partnership had the transactions to
be effected at the closing of this offering actually been completed as of the
dates indicated. In addition, the pro forma consolidated financial statements
are not necessarily indicative of the results of future operations of the
Partnership and should be read in conjunction with the historical financial
statements of the Plains Midstream Subsidiaries and Wingfoot appearing
elsewhere in this Prospectus.
 
  The following pro forma adjustments have been prepared as if the
transactions described below had taken place on June 30, 1998, in the case of
the Pro Forma Consolidated Balance Sheet or as of January 1, 1997, in the case
of the Pro Forma Consolidated Income Statements for the year ended December
31, 1997 and the six months ended June 30, 1997, or as of January 1, 1998 in
the case of the Pro Forma Consolidated Income Statement for the six months
ended June 30, 1998.
 
                                      F-2

                       PLAINS ALL AMERICAN PIPELINE, L.P.
 
                PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)
 
                                 JUNE 30, 1998
 
                                 (IN THOUSANDS)

                                    HISTORICAL
                         ---------------------------------
                                       PLAINS                                        FORMATION
                            PLAINS      ALL                                 PRO         AND        PRO
                          MIDSTREAM   AMERICAN              ACQUISITION    FORMA     OFFERING    FORMA AS
                         SUBSIDIARIES   INC.    WINGFOOT    ADJUSTMENTS   COMBINED  ADJUSTMENTS  ADJUSTED
                         ------------ -------- -----------  -----------   --------  -----------  --------
         ASSETS
         ------
                                                                            
CURRENT ASSETS
Cash and cash
 equivalents............   $     --   $29,229  $       150  $  (406,686)A $  7,606   $ 241,043 K $  7,606
                                                                385,000 B              (31,143)L
                                                                    (87)C             (174,900)O
                                                                                       (35,000)N
Accounts receivable.....     89,646        --       53,367        1,004 C  144,017          --    144,017
Receivable from
 affiliate..............         --        --       26,304      (25,104)D    1,200          --      1,200
Inventory...............     27,975        --        5,714           --     33,689          --     33,689
Prepaid expenses and
 other..................         51        --        6,577       (5,431)C    1,197          --      1,197
                           --------   -------  -----------  -----------   --------   ---------   --------
 Total current assets...    117,672    29,229       92,112      (51,304)   187,709          --    187,709
                           --------   -------  -----------  -----------   --------   ---------   --------
PROPERTY, PLANT AND
 EQUIPMENT..............     36,723        --    1,631,009      390,080 A  426,803      (1,669)M  422,360
                                                             (1,631,009)A               (2,774)N
Less accumulated
 depreciation...........     (4,443)       --   (1,235,273)   1,235,273 A   (4,443)      1,669 M       --
                                                                                         2,774 N
                           --------   -------  -----------  -----------   --------   ---------   --------
                             32,280        --      395,736       (5,656)   422,360          --    422,360
                           --------   -------  -----------  -----------   --------   ---------   --------
OTHER ASSETS............      1,486        --           --        5,987 A    7,473          --      7,473
                           --------   -------  -----------  -----------   --------   ---------   --------
                           $151,438   $29,229  $   487,848  $   (50,973)  $617,542   $      --   $617,542
                           ========   =======  ===========  ===========   ========   =========   ========

 LIABILITIES AND EQUITY
 ----------------------
                                                                            
CURRENT LIABILITIES
Accounts payable and
 accrued liabilities....   $ 81,020        --  $    47,323  $       719 C $129,062   $      --   $129,062
Accrued taxes...........         --        --        7,102       (4,402)C    2,700          --      2,700
Notes payable...........     17,900        --           --           --     17,900          --     17,900
Due to affiliates.......     10,003        --           --           --     10,003      19,259 M   29,262
Other...................         --        --        1,080         (295)C      785          --        785
                           --------   -------  -----------  -----------   --------   ---------   --------
 Total current
  liabilities...........    108,923        --       55,505       (3,978)   160,450      19,259    179,709
LONG-TERM DEBT..........         --        --           --      300,000 B  300,000    (125,000)M  175,000
DUE TO AFFILIATES.......     31,143        --           --           --     31,143     (31,143)L       --
OTHER LONG-TERM
 LIABILITIES............      2,453        --       14,579      (14,231)C    2,801      (2,453)P      348
                           --------   -------  -----------  -----------   --------   ---------   --------
                            142,519        --       70,084      281,791    494,394    (139,337)   355,057
                           --------   -------  -----------  -----------   --------   ---------   --------
STOCKHOLDER'S EQUITY
Common Stock............         --        --            1           (1)A       --          --         --
Additional Paid in
 Capital................         --    28,700    1,773,505       85,000 B  113,700    (113,700)M       --
                                                             (1,773,505)A
Retained Earnings.......         --       529   (1,355,742)   1,367,151 A      529        (529)M       --
                                                                 13,695 C
                                                                (25,104)D
Combined Equity.........      8,919        --           --           --      8,919       2,453P        --
                                                                                       (11,372)M
                           --------   -------  -----------  -----------   --------   ---------   --------
                              8,919    29,229      417,764     (332,764)   123,148    (123,148)        --
                           --------   -------  -----------  -----------   --------   ---------   --------
PARTNERS' EQUITY
Common Units............         --        --           --           --         --     241,043 K  318,773
                                                                                        91,586 M
                                                                                       (13,856)N
Subordinated Units......         --        --           --           --         --     131,694 M  111,770
                                                                                       (19,924)N
General Partner
 Interest...............         --        --           --           --         --    (174,900)O (168,058)
                                                                                         8,062 M
                                                                                        (1,220)N
                           --------   -------  -----------  -----------   --------   ---------   --------
                                 --        --           --           --         --     262,485    262,485
                           --------   -------  -----------  -----------   --------   ---------   --------
                           $151,438   $29,229  $   487,848  $   (50,973)  $617,542   $      --   $617,542
                           ========   =======  ===========  ===========   ========   =========   ========

           See notes to pro forma consolidated financial statements.
 
                                      F-3

                       PLAINS ALL AMERICAN PIPELINE, L.P.
 
              PRO FORMA CONSOLIDATED INCOME STATEMENT (UNAUDITED)
 
                     FOR THE SIX MONTHS ENDED JUNE 30, 1998
 
                                 (IN THOUSANDS)

                                         HISTORICAL            PRO FORMA
                                    --------------------- ---------------------
                                       PLAINS
                                     MIDSTREAM
                                    SUBSIDIARIES WINGFOOT ADJUSTMENTS  COMBINED
                                    ------------ -------- -----------  --------
                                                           
REVENUES...........................   $330,683   $374,654  $    902 S  $706,239
COST OF SALES AND OPERATIONS.......    321,483    344,538       619 H   665,988
                                                               (652)J
                                      --------   --------  --------    --------
Gross margin.......................      9,200     30,116       935      40,251
EXPENSES
General and administrative
 expenses..........................      2,041      1,053       450 T     3,544
Depreciation and amortization......        622      6,808    (6,808)E     5,202
                                                              4,580 F
                                      --------   --------  --------    --------
Operating income...................      6,537     22,255     2,713      31,505
Related party interest expense.....      1,500     21,929   (21,929)G        --
                                                             (1,500)Q
Interest expense...................        328         --     6,720 R     7,048
Interest and other income..........         52         --        --          52
                                      --------   --------  --------    --------
NET INCOME BEFORE INCOME TAXES.....      4,761        326    19,422      24,509
Provision in lieu of income taxes..      1,817         84    (1,901)P        --
                                      --------   --------  --------    --------
NET INCOME.........................   $  2,944   $    242  $ 21,323    $ 24,509
                                      ========   ========  ========    ========
Net Income per Unit................                                    $   0.82U
                                                                       ========

 
           See notes to pro forma consolidated financial statements.
 
                                      F-4

                       PLAINS ALL AMERICAN PIPELINE, L.P.
 
              PRO FORMA CONSOLIDATED INCOME STATEMENT (UNAUDITED)
 
                     FOR THE SIX MONTHS ENDED JUNE 30, 1997
 
                                 (IN THOUSANDS)

                                         HISTORICAL            PRO FORMA
                                    --------------------- ---------------------
                                       PLAINS
                                     MIDSTREAM
                                    SUBSIDIARIES WINGFOOT ADJUSTMENTS  COMBINED
                                    ------------ -------- -----------  --------
                                                           
REVENUES...........................   $343,014   $541,698  $    791 S  $885,503
COST OF SALES AND OPERATIONS.......    337,484    503,085       494 H   840,607
                                                                196 I
                                                               (652)J
                                      --------   --------  --------    --------
Gross margin.......................      5,530     38,613       753      44,896
EXPENSES
General and administrative
 expenses..........................      1,706      1,603       450 T     3,415
                                                               (287)H
                                                                (57)I
Depreciation and amortization......        579      8,145    (8,145)E     5,159
                                                              4,580 F
                                      --------   --------  --------    --------
Operating income...................      3,245     28,865     4,212      36,322
Related party interest expense.....      1,503     25,112   (25,112)G        --
                                                             (1,503)Q
Interest expense...................         56         --     6,720 R     6,776
Interest and other income..........         66         --        --          66
                                      --------   --------  --------    --------
NET INCOME BEFORE INCOME TAXES.....      1,752      3,753    24,107      29,612
Provision in lieu of income taxes..        634        572    (1,206)P        --
                                      --------   --------  --------    --------
NET INCOME.........................   $  1,118   $  3,181  $ 25,313    $ 29,612
                                      ========   ========  ========    ========
Net Income per Unit................                                    $   0.99U
                                                                       ========

 
           See notes to pro forma consolidated financial statements.
 
                                      F-5

                       PLAINS ALL AMERICAN PIPELINE, L.P.
 
              PRO FORMA CONSOLIDATED INCOME STATEMENT (UNAUDITED)
 
                      FOR THE YEAR ENDED DECEMBER 31, 1997
 
                                 (IN THOUSANDS)

                                      HISTORICAL              PRO FORMA
                                 ---------------------  -----------------------
                                    PLAINS
                                  MIDSTREAM
                                 SUBSIDIARIES WINGFOOT  ADJUSTMENTS   COMBINED
                                 ------------ --------  -----------  ----------
                                                         
REVENUES........................   $752,522   $992,318   $  1,651 S  $1,746,491
COST OF SALES AND OPERATIONS....    740,042    923,152        932 H   1,663,214
                                                              391 I
                                                           (1,303)J
                                   --------   --------   --------    ----------
Gross margin....................     12,480     69,166      1,631        83,277
EXPENSES
General and administrative......      3,529      2,767        900 T       6,379
                                                             (114)I
                                                             (703)H
Depreciation and amortization...      1,165     80,463    (80,463)E      10,325
                                                            9,160 F
                                   --------   --------   --------    ----------
Operating income................      7,786    (14,064)    72,851        66,573
Related party interest expense..      3,622     52,745    (52,745)G          --
                                                           (3,622)Q
Interest expense................        894         --     13,440 R      14,334
Interest and other income.......        138         --         --           138
                                   --------   --------   --------    ----------
NET INCOME BEFORE INCOME TAXES..      3,408    (66,809)   115,778        52,377
Provision (benefit) in lieu of
 income taxes...................      1,268        276     (1,544)P          --
                                   --------   --------   --------    ----------
NET INCOME......................   $  2,140   $(67,085)  $117,322    $   52,377
                                   ========   ========   ========    ==========
Net Income per Unit.............                                     $     1.75U
                                                                     ==========

 
           See notes to pro forma consolidated financial statements.
 
                                      F-6

                      PLAINS ALL AMERICAN PIPELINE, L.P.
 
       NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
PRO FORMA ADJUSTMENTS
 
 Introduction
 
  The Acquisition adjustments which follow reflect the effect of the
Acquisition on the Pro Forma Consolidated Balance Sheet and on the Pro Forma
Consolidated Income Statements, including related acquisition financing. The
Formation and Offering adjustments which follow reflect the effect on the Pro
Forma Consolidated Balance Sheet and on the Pro Forma Consolidated Income
Statements of the formation of the Partnership, the contribution of the assets
acquired by the General Partner in the Acquisition to the Partnership, the
acquisition by the Partnership of the assets of the Plains Midstream
Subsidiaries, the sale of Common Units to the public and the distribution of a
portion of the proceeds thereof to the General Partner. The Retained Earnings
of the General Partner included in the Pro Forma Consolidated Balance Sheet
includes only earnings on cash investments since its inception and the General
Partner had no other operations prior to the Acquisition. Therefore, the
General Partner has not been included as a component of the Consolidated Pro
Forma Income Statement.
 
 Acquisition
 
  A. Reflects the consummation of the Acquisition and the related purchase
accounting entries. The purchase price was allocated in accordance with APB 16
as follows (in thousands):

                                                                    
      Property, Plant and Equipment................................... $390,080
      Other assets (debt issue costs).................................    5,987
      Net working capital items.......................................   10,619
                                                                       --------
                                                                       $406,686
                                                                       ========

Additionally, Wingfoot equity accounts were eliminated to reflect the
purchase.
 
  B. Reflects the financing for the Acquisition which was provided through (i)
a $300 million borrowing under the $325 million PAAI Credit Facility (a
portion of which funded initial working capital) and (ii) an approximate $114
million capital contribution by Plains Resources. Approximately $29 million of
such capital contribution was made in the first quarter of 1998 and is
reflected in the historical balance sheet of the General Partner and the
remainder of such capital contribution was made upon consummation of the
Acquisition.
 
  C. Reflects the elimination of certain Wingfoot assets and liabilities which
were retained by Wingfoot at the date of the Acquisition (in thousands):

                                                                    
      Cash............................................................ $     87
      Accounts receivable.............................................   (1,004)
      Prepaid expenses and other......................................    5,431
      Accounts payable and accrued liabilities........................     (719)
      Accrued taxes...................................................    4,402
      Other current liabilities.......................................      295
      Other long-term liabilities.....................................   14,231
      Retained earnings...............................................  (13,695)

  D. Reflects the July 1998 collection by Wingfoot of a $25.1 million
receivable from an affiliate of Goodyear and the concurrent distribution of
$25.1 million to Goodyear. Such amounts were paid pursuant to the Agreement.
 
  E. Reflects the elimination of historical Wingfoot depreciation and
amortization expense, including impairment charges in accordance with the
Statement of Financial Accounting Standards No. 121, "Accounting
 
                                      F-7

                      PLAINS ALL AMERICAN PIPELINE, L.P.
 
 NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)

for the Impairment of Long-Lived Assets and Assets to be Disposed Of."
Wingfoot's depreciation and amortization expense for 1997 includes an
approximate $64.2 million impairment charge determined using discounted
before-tax expected future cash flows to Wingfoot from the All American
Pipeline.
 
  F. Reflects pro forma depreciation and amortization expense based on the
purchase price of the Wingfoot assets by the General Partner. The pro forma
composite useful depreciable life of the Partnership's fixed assets is 36
years.
 
  G. Reflects the elimination of interest expense on loans from Goodyear to
Wingfoot. In connection with the Acquisition, Goodyear made a capital
contribution of $866.1 million to Wingfoot. Concurrently, the related party
debt and accrued interest of approximately $865.2 million was repaid in full
to Goodyear on June 15, 1998.
 
  H. Reflects estimated incremental expenses to be incurred by the Partnership
due to the Acquisition. Such amounts include estimated expenses included in
cost of sales and operations for issuance of letters of credit in excess of
such amounts incurred by the Plains Midstream Subsidiaries and Wingfoot due
primarily to the elimination of Goodyear as a guarantor of Wingfoot's crude
oil purchase obligations and additional estimated amounts included in cost of
sales and operations for insurance expenses related to the assets and
operations of Wingfoot. The letter of credit expenses were estimated based on
actual incremental letter of credit fees incurred during July and August 1998
which were a direct result of the Acquisition. The additional insurance
expense reflects Goodyear's past practice of self insuring the assets and
operations of Wingfoot.
 
  I. Reflects the elimination of expenses and credits associated with
Wingfoot's post retirement health and benefit plans in which the Partnership
employees are no longer entitled to participate so that cost of sales and
operations and general and administrative expense reflects the ongoing cost of
employee benefits to the Partnership.
 
  J. Reflects the reduction in compensation and benefits expense due to the
recent termination of personnel. Such amounts are based on historical expenses
incurred by Wingfoot. The terminations occurred in August 1998 and the General
Partner has no plans to replace these personnel. The reduction in personnel is
not expected to adversely impact the Partnership's revenues or costs.
 
 Formation and Offering
 
  K. Reflects the estimated net proceeds to the Partnership of $241.0 million
from the issuance and sale of 12.8 million Common Units at an assumed initial
public offering price of $      per Common Unit in the Offering, net of
underwriters' discounts and commissions of approximately $17.0 million and
offering expenses of approximately $4.0 million.
 
  L. Reflects the repayment by the Partnership of $31.1 million of
indebtedness assumed from the General Partner with a portion of the proceeds
from the Offering.
 
  M. Reflects the transactions by which the Partnership obtains ownership of
the assets acquired by the General Partner in the Acquisition at the General
Partner's net book value in exchange for 6.8 million Common Units, 9.8 million
Subordinated Units and a 2% general partner interest in the Partnership as
well as the assumption of $175 million in debt of the General Partner. The
Partnership will not assume $125 million of debt of the General Partner.
Additionally, upon completion of the Offering, the Partnership will have $8.0
million of net working capital, resulting in an increase of $19.3 million in
Due to Affiliate in the Pro Forma Consolidated Balance Sheet.
 
                                      F-8

                      PLAINS ALL AMERICAN PIPELINE, L.P.
 
 NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)--(CONTINUED)
 
  N. Reflects the transfer of the Plains Midstream Subsidiaries' terminal and
storage assets to Plains Resources at net book value and the purchase of such
assets by the Partnership.
 
  O. Reflects the distribution of cash to the General Partner from the net
proceeds of the Offering.
 
  P. Reflects the elimination of the historical income tax provision and
related deferred income tax liabilities as income taxes will be borne by the
partners and not the Partnership.
 
  Q. Reflects the elimination of historical interest expense on loans from
Plains Resources to the Plains Midstream Subsidiaries which were repaid with
proceeds from the Offering.
 
  R. Reflects pro forma interest expense on borrowings of $175 million assumed
from the General Partner under the Bank Credit Agreement. The Partnership has
entered into a series of 10-year interest rate swaps which fix the LIBOR
portion of the interest rate at a weighted average rate of 7.68%.
 
  S. Reflects the pro forma revenues from a marketing agreement entered into
upon consummation of the Offering pursuant to which the Partnership will
market all of Plains Resources' crude oil production for a fee of $0.20 per
barrel. Pro forma revenues from such marketing agreement were calculated based
on Plains Resources historical crude oil production volumes which were
marketed by the Plains Midstream Subsidiaries.
 
  T. Reflects estimated incremental general and administrative expenses
associated with the operation of the Partnership as a separate public entity
(e.g., costs of tax return preparation, audit fees, annual and quarterly
reports to Unitholders, investor relations, and registrar and transfer agent
fees).
 
 Pro Forma Net Income per Unit
 
  U. Pro forma net income per Unit is determined by dividing the pro forma net
income that would have been allocated to the Common and Subordinated
Unitholders, which is 98% of pro forma net income, by the number of Common and
Subordinated Units expected to be outstanding at the closing of the Offering.
For purposes of this calculation the Minimum Quarterly Distribution was
assumed to have been paid to both Common and Subordinated Unitholders and the
number of Common and Subordinated Units outstanding, 29.4 million, were
assumed to have been outstanding the entire period. Basic and diluted pro
forma net income per Common and Subordinated Unit are equal as there are no
dilutive Units.
 
                                      F-9

                  PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
              (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
                            COMBINED BALANCE SHEETS
 
                                 (IN THOUSANDS)

                                                        DECEMBER 31,  JUNE 30,
                                                            1997        1998
                                                        ------------ -----------
                                                                     (UNAUDITED)
                        ASSETS
                        ------
                                                               
CURRENT ASSETS
Cash...................................................   $      2    $     --
Accounts receivable....................................     96,319      89,646
Inventory..............................................     18,909      27,975
Other..................................................        197          51
                                                          --------    --------
Total current assets...................................    115,427     117,672
                                                          --------    --------
PROPERTY AND EQUIPMENT
Crude oil terminal and storage facilities..............     33,491      33,607
Trucking equipment, injection stations and other.......      2,798       3,116
Less accumulated depreciation..........................     (3,903)     (4,443)
                                                          --------    --------
                                                            32,386      32,280
                                                          --------    --------
OTHER ASSETS...........................................      1,806       1,486
                                                          --------    --------
                                                          $149,619    $151,438
                                                          ========    ========

            LIABILITIES AND COMBINED EQUITY
            -------------------------------
                                                               
CURRENT LIABILITIES
Accounts payable and accrued liabilities...............   $ 86,415    $ 81,020
Notes payable..........................................     18,000      17,900
Intercompany payable to affiliates.....................      8,945      10,003
Accrued interest payable...............................         50          --
                                                          --------    --------
Total current liabilities..............................    113,410     108,923
LONG-TERM LIABILITIES
Intercompany payable to affiliates.....................     28,531      31,143
Payable in lieu of deferred taxes......................      1,703       2,453
                                                          --------    --------
Total liabilities......................................    143,644     142,519
                                                          --------    --------
COMBINED EQUITY........................................      5,975       8,919
                                                          --------    --------
                                                          $149,619    $151,438
                                                          ========    ========

                  See notes to combined financial statements.
 
                                      F-10

                  PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
              (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
               COMBINED STATEMENTS OF INCOME AND COMBINED EQUITY
 
                           (UNAUDITED) (IN THOUSANDS)

                                                              SIX MONTHS ENDED
                                                                  JUNE 30,
                                                              -----------------
                                                                1997     1998
                                                              -------- --------
                                                                 
REVENUES..................................................... $343,014 $330,683
COST OF SALES AND OPERATIONS.................................  337,484  321,483
                                                              -------- --------
Gross margin.................................................    5,530    9,200
                                                              -------- --------
EXPENSES
General and administrative...................................    1,706    2,041
Depreciation and amortization................................      579      622
                                                              -------- --------
Total expenses...............................................    2,285    2,663
                                                              -------- --------
Operating income.............................................    3,245    6,537
Related party interest expense...............................    1,503    1,500
Interest expense.............................................       56      328
Interest and other income....................................       66       52
                                                              -------- --------
Net income before income taxes...............................    1,752    4,761
Provision in lieu of income taxes............................      634    1,817
                                                              -------- --------
NET INCOME ..................................................    1,118    2,944
Beginning combined equity....................................    3,835    5,975
                                                              -------- --------
Ending combined equity....................................... $  4,953 $  8,919
                                                              ======== ========

 
                  See notes to combined financial statements.
 
                                      F-11

                  PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
              (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
                       COMBINED STATEMENTS OF CASH FLOWS
                           (UNAUDITED) (IN THOUSANDS)

                                                               SIX MONTHS
                                                             ENDED JUNE 30,
                                                             ----------------
                                                              1997     1998
                                                             -------  -------
                                                                
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................. $ 1,118  $ 2,944
Items not affecting cash flows from operating activities:
  Depreciation and amortization.............................     579      622
  Gain on sale of property and equipment ...................     (29)      (1)
  Change in payable in lieu of deferred taxes...............     566      750
Change in assets and liabilities resulting from operating
 activities:
  Accounts receivable.......................................  23,632    6,673
  Accounts payable and accrued liabilities..................  (9,637)  (5,395)
  Accrued interest..........................................      35      (50)
  Inventory................................................. (33,665)  (9,066)
  Other.....................................................    (150)     146
                                                             -------  -------
Net cash used in operating activities....................... (17,551)  (3,377)
                                                             -------  -------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment.........................    (566)    (455)
Disposals of property and equipment.........................      69        1
Additions to other assets...................................     (14)     (52)
                                                             -------  -------
Net cash used in investing activities.......................    (511)    (506)
                                                             -------  -------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from affiliates....................................   1,281    3,981
Proceeds from short-term debt...............................  16,490   17,900
Repayments of short-term debt...............................      --  (18,000)
                                                             -------  -------
Net cash provided by financing activities...................  17,771    3,881
                                                             -------  -------
Net decrease in cash........................................    (291)      (2)
Cash, beginning of period...................................     404        2
                                                             -------  -------
Cash, end of period......................................... $   113  $    --
                                                             =======  =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid............................................... $ 1,509  $ 1,828

                  See notes to combined financial statements.
 
                                      F-12

                 PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
             (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
                    NOTES TO COMBINED FINANCIAL STATEMENTS
 
                                  (UNAUDITED)
 
NOTE 1--ORGANIZATION AND ACCOUNTING POLICIES
 
 Organization
 
  Plains Resources Inc. Midstream Subsidiaries (the "Plains Midstream
Subsidiaries") consist of wholly owned subsidiaries of Plains Resources Inc.
("Plains Resources"). The Plains Midstream Subsidiaries are in the business of
crude oil terminalling and storage and gathering and marketing primarily in
Oklahoma, (where they own a two million barrel, above ground crude oil
terminalling and storage facility), Texas, Louisiana and Kansas.
 
 Accounting Policies
 
  The accompanying unaudited combined financial statements have been prepared
in accordance with the instructions to interim financial reporting as
prescribed by the Securities and Exchange Commission. All material adjustments
consisting only of normal recurring adjustments which, in the opinion of
management, are necessary for a fair statement of the results for the interim
periods, have been reflected. These interim financial statements should be
read in conjunction with the annual combined financial statements of the
Plains Midstream Subsidiaries included elsewhere in this Prospectus.
 
NOTE 2--CREDIT FACILITY
 
  In July 1998, Plains All American Inc., a wholly owned subsidiary of Plains
Resources, acquired the All American Pipeline, a 1,233-mile crude oil pipeline
extending from California to Texas, and a 45-mile crude oil gathering system
in the San Joaquin Valley of California, as well as certain other assets
related to such operations. As a result of the Plains Resources acquisition of
such assets, the Plains Midstream Subsidiaries increased their letter of
credit and inventory credit facility from $90 million to $175 million. On July
30, 1998, the Plains Midstream Subsidiaries established a $175 million secured
revolving credit facility with BankBoston, N.A., ING (U.S.) Capital
Corporation and other lenders (the "Letter of Credit Facility"). The purpose
of the Letter of Credit Facility is to provide standby letters of credit to
support the purchase of crude oil for resale and borrowings to finance crude
oil inventory which has been hedged against future price risk. The Letter of
Credit Facility is guaranteed by Plains Resources. The Letter of Credit
Facility is secured by certain assets of the Plains Midstream Subsidiaries,
primarily accounts receivable and crude oil inventory. Aggregate availability
under the Letter of Credit Facility is subject to certain borrowing base tests
which are determined monthly.
 
  The Plains Midstream Subsidiaries have established a $40 million sublimit
(the "Sublimit") within the Letter of Credit Facility for borrowings to
finance crude oil purchased in connection with operations at the Plains
Midstream Subsidiaries' crude oil terminal and storage facilities. Under the
terms of the Sublimit, all purchases of crude oil inventory financed are
required to be hedged against future price risk on terms acceptable to the
lenders.
 
  Letters of credit under the Letter of Credit Facility are generally issued
for up to seventy day periods. Borrowings incur interest at the borrower's
option of either (i) the Base Rate, as defined, or (ii) LIBOR plus an
applicable margin. The Plains Midstream Subsidiaries incur a commitment fee of
 .25% per annum on the unused portion of the Letter of Credit Facility. The
Letter of Credit Facility has a final maturity date of July 30, 2001.
 
                                     F-13

                 PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
             (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
                                  (UNAUDITED)
 
  The Letter of Credit Facility contains covenants which, among other things,
require the Plains Midstream Subsidiaries to maintain certain financial ratios
and minimum levels of working capital and net worth. In addition, the Letter
of Credit Facility contains restrictions on additional indebtedness,
acquisitions, mergers, sale of assets, affiliate transactions, derivative
contracts and capital expenditures.
 
                                     F-14

                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and
Stockholder of Plains All American Inc.
 
  In our opinion, the accompanying balance sheet presents fairly, in all
material respects, the financial position of Plains All American Inc. (a
wholly owned subsidiary of Plains Resources Inc.) at June 30, 1998 in
conformity with generally accepted accounting principles. This financial
statement is the responsibility of Plains All American Inc.'s management; our
responsibility is to express an opinion on this financial statement based upon
our audit. We conducted our audit of this statement in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.
 
PRICEWATERHOUSECOOPERS LLP
 
Houston, Texas
September 14, 1998
 
                                     F-15

                            PLAINS ALL AMERICAN INC.
 
                                 BALANCE SHEET
 
                                 JUNE 30, 1998
 
                                 (IN THOUSANDS)

                                ASSETS
                                ------
                                                                     
Cash and cash equivalents.............................................. $29,229
                                                                        -------
  Total assets......................................................... $29,229
                                                                        =======

                 LIABILITIES AND STOCKHOLDER'S EQUITY
                 ------------------------------------
                                                                     
Additional Paid in Capital............................................. $28,700
Retained Earnings......................................................     529
                                                                        -------
  Total liabilities and stockholder's equity........................... $29,229
                                                                        =======

 
 
                        See note to financial statement.
 
                                      F-16

                           PLAINS ALL AMERICAN INC.
 
                          NOTE TO FINANCIAL STATEMENT
 
  Plains All American Inc. ("PAAI") is a recently formed Delaware corporation
which is owned 100% by Plains Resources Inc. ("Plains Resources"). PAAI was
formed to acquire, own and operate the interstate crude oil pipeline assets
and operations acquired from The Goodyear Tire & Rubber Company ("Goodyear").
 
  On July 30, 1998, PAAI acquired all of the outstanding capital stock of the
All American Pipeline Company, Celeron Gathering Corporation and Celeron
Trading & Transportation Company (collectively the "Celeron Companies") from
Wingfoot Ventures Seven, Inc., a wholly-owned subsidiary of Goodyear for
approximately $400 million, including transaction costs. The principal assets
of the entities acquired include the All American Pipeline, a 1,233-mile crude
oil pipeline extending from California to Texas, and a 45-mile crude oil
gathering system in the San Joaquin Valley of California, as well as other
assets related to such operations. The acquisition was accounted for utilizing
the purchase method of accounting.
 
  Financing for the acquisition was provided through (i) PAAI's $325 million,
limited recourse bank facility with ING (U.S.) Capital Corporation,
BankBoston, N.A. and other lenders (the "PAAI Credit Facility") and (ii) an
approximate $114 million capital contribution to PAAI by Plains Resources.
Approximately $29 million of the capital contribution was made in the first
quarter of 1998 and the remainder was made in July 1998. On July 30, 1998,
PAAI borrowed $300 million under the PAAI Credit Facility. Such proceeds were
used to acquire all of the outstanding capital stock of the Celeron Companies
from Goodyear and to provide initial working capital.
 
  The PAAI Credit Facility is guaranteed by the Celeron Companies and is
secured by the assets of PAAI and the Celeron Companies, including all
pipelines, gathering lines, available accounts receivable, inventory, linefill
and the capital stock of the Celeron Companies. The PAAI Credit Facility
consists of (i) a $100 million reducing, revolving line of credit with a $30
million sub-limit for letters of credit ("Tranche A") and (ii) a $225 million
non-amortizing term loan ("Tranche B"). PAAI incurs a commitment fee of 0.5%
per annum on the unused portion of Tranche A. The commitment for Tranche A
reduces in twenty-four equal quarterly amounts commencing September 30, 1998,
with final maturity on June 30, 2004. Tranche B of the PAAI Credit Facility is
repayable at maturity on June 30, 2005. Prepayment of principal on Tranche B
is subject to a penalty of 1% on amounts prepaid prior to December 31, 1998,
and .5% thereafter through June 30, 1999. The PAAI Credit Facility bears
interest at PAAI's option at the Base Rate (as defined therein) or (i) LIBOR
plus 1.75% for Tranche A and (ii) LIBOR plus 3.00% prior to September 30, 1998
and LIBOR plus 2.75% thereafter for Tranche B. PAAI has entered into 10 year
interest rate swaps with three of the lending banks to fix the LIBOR portion
of the interest rate on $200 million of indebtedness under Tranche B at 5.96%
plus the applicable margin.
 
  The PAAI Credit Facility contains covenants which, among other things,
requires PAAI to maintain certain financial ratios and minimum net worth. In
addition, the PAAI Credit Facility contains restrictions on additional debt or
liens, hedging contracts, asset sales other than those in the ordinary course
of business, dividends and other distributions, investments and capital
expenditures above a specified amount.
 
  Retained earnings at June 30, 1998 reflects interest income on the $29
million Plains Resources capital contribution from the date of inception to
June 30, 1998.
 
                                     F-17

                         WINGFOOT VENTURES SEVEN, INC.
 
                          CONSOLIDATED BALANCE SHEETS
 
                       (IN THOUSANDS, EXCEPT SHARE DATA)

                                                      DECEMBER 31,   JUNE 30,
                                                          1997         1998
                                                      ------------  -----------
                                                                    (UNAUDITED)
                       ASSETS
                       ------
                                                              
CURRENT ASSETS
Cash................................................. $       104   $       150
Accounts receivable..................................      64,077        53,367
Receivable from affiliate............................          --        26,304
Working oil inventory................................       2,240         5,714
Prepaid expenses and other current assets............       5,179         6,577
                                                      -----------   -----------
Total current assets.................................      71,600        92,112
                                                      -----------   -----------
Property, plant and equipment........................   1,629,391     1,631,009
Less allowance for depreciation and amortization.....  (1,228,465)   (1,235,273)
                                                      -----------   -----------
                                                          400,926       395,736
                                                      -----------   -----------
Total assets......................................... $   472,526   $   487,848
                                                      ===========   ===========

        LIABILITIES AND STOCKHOLDER'S EQUITY
        ------------------------------------
                                                              
CURRENT LIABILITIES
Accounts payable..................................... $    53,065   $    43,992
Benefits and compensation............................       1,834         1,459
Accrued expenses.....................................       1,591         1,872
Accrued interest to related party....................      34,121            --
Accrued taxes........................................       6,670         7,102
Short-term debt to related party.....................     102,439            --
Other current liabilities............................       1,071         1,080
                                                      -----------   -----------
Total current liabilities............................     200,791        55,505
LONG-TERM LIABILITIES
Long-term debt to related party......................     705,243            --
Deferred income taxes................................       7,130         6,830
Benefits and compensation............................       7,971         7,749
                                                      -----------   -----------
Total liabilities....................................     921,135        70,084
                                                      -----------   -----------
STOCKHOLDER'S EQUITY
Common stock, $100 par value, 1,000 shares
 authorized; issued and outstanding 12 shares........           1             1
Additional paid-in capital...........................     907,374     1,773,505
Accumulated deficit..................................  (1,355,984)   (1,355,742)
                                                      -----------   -----------
                                                        (448,609)       417,764
                                                      -----------   -----------
Total liabilities and stockholder's equity........... $   472,526   $   487,848
                                                      ===========   ===========

                See notes to consolidated financial statements.
 
                                      F-18

                         WINGFOOT VENTURES SEVEN, INC.
 
                       CONSOLIDATED STATEMENTS OF INCOME
 
                           (UNAUDITED) (IN THOUSANDS)

                                                              SIX MONTHS ENDED
                                                                  JUNE 30,
                                                              -----------------
                                                                1997     1998
                                                              -------- --------
                                                                 
REVENUES..................................................... $541,698 $374,654
COST OF SALES AND OPERATIONS.................................  503,085  344,538
                                                              -------- --------
Gross margin.................................................   38,613   30,116
EXPENSES
Depreciation and amortization................................    8,145    6,808
General and administrative...................................    1,603    1,053
                                                              -------- --------
Total expenses...............................................    9,748    7,861
                                                              -------- --------
Operating income.............................................   28,865   22,255
Related party interest expense...............................   25,112   21,929
                                                              -------- --------
Income before income taxes...................................    3,753      326
Provision in lieu of income taxes............................      572       84
                                                              -------- --------
NET INCOME................................................... $  3,181 $    242
                                                              ======== ========

 
                See notes to consolidated financial statements.
 
                                      F-19

                         WINGFOOT VENTURES SEVEN, INC.
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                           (UNAUDITED) (IN THOUSANDS)

                                                            SIX MONTHS ENDED
                                                                JUNE 30,
                                                            ------------------
                                                              1997      1998
                                                            --------  --------
                                                                
CASH FLOWS FROM OPERATING ACTIVITIES
Net income................................................  $  3,181  $    242
Adjustments to reconcile net income to net cash provided
 by operating activities:
  Depreciation and amortization...........................     8,145     6,808
  Deferred income taxes...................................      (103)     (300)
Changes in assets and liabilities resulting from operating
 activities:
  Accounts receivable.....................................     5,064    10,710
  Receivable from affiliate...............................        --   (26,304)
  Working oil inventory, prepaid expenses and other
   current assets.........................................   (15,650)   (4,872)
  Accounts payable........................................    (5,886)   (9,073)
  Accrued taxes...........................................       225       432
  Accruals and other current liabilities..................   (26,903)  (34,206)
  Benefits and compensation...............................        40      (222)
                                                            --------  --------
Net cash used in operating activities.....................   (31,887)  (56,785)
                                                            --------  --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures......................................    (1,238)     (850)
Linefill..................................................    (3,236)     (768)
                                                            --------  --------
Net cash used in investing activities.....................    (4,474)   (1,618)
                                                            --------  --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from capital contribution........................        --   866,131
Net proceeds (repayments) of debt to related party........    35,417  (807,682)
                                                            --------  --------
Net cash provided by financing activities.................    35,417    58,449
                                                            --------  --------
Net (decrease) increase in cash...........................      (944)       46
Cash, beginning of period.................................     1,448       104
                                                            --------  --------
Cash, end of period.......................................  $    504  $    150
                                                            ========  ========

                See notes to consolidated financial statements.
 
                                      F-20

                         WINGFOOT VENTURES SEVEN, INC.
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                                 JUNE 30, 1998
 
                                (IN THOUSANDS)
                                  (UNAUDITED)
 
1. THE COMPANY
 
  Wingfoot Ventures Seven, Inc. ("Wingfoot") is a wholly-owned subsidiary of
The Goodyear Tire & Rubber Company ("Goodyear"). Wingfoot operates in the mid-
stream segment of the energy transportation business and consists of four
operating subsidiaries: All American Pipeline Company ("AAPL") and its wholly-
owned subsidiary, Celeron Gathering Corporation ("CGC"), Celeron Trading and
Transportation ("CT&T"), and Celeron Corporation ("CC"). AAPL is engaged in
the operation of a heated crude oil pipeline which extends approximately 1,233
miles from Las Flores and Gaviota on the California coast to West Texas. As a
common carrier AAPL charges transportation tariffs which must be filed with
the Federal Energy Regulatory Commission ("FERC") and the Public Utilities
Commission of the State of California ("CPUC"). CGC operates a proprietary
crude oil gathering pipeline in the San Joaquin Valley area of California.
CT&T is engaged in purchasing, selling and exchanging crude oil, a substantial
portion of which is transported through AAPL's pipeline. CC provides
management services to AAPL, CGC and CT&T.
 
  On March 21, 1998, a Stock Purchase Agreement ("the Agreement") was executed
between Wingfoot and Plains All American Inc. ("PAAI"), a wholly-owned
subsidiary of Plains Resources Inc., whereby all of the issued and outstanding
shares of the capital stock of AAPL and CT&T would be sold to PAAI contingent
upon, among other things, approval by the Federal Trade Commission and the
CPUC. The net assets to be sold are comprised of assets and liabilities of
AAPL, CGC and CT&T and include or exclude all assets and liabilities listed in
certain Bills of Sale and Assumption Agreements included in the Agreement. In
addition, the following items have been excluded from the net assets to be
sold: all of Wingfoot's intercompany transactions with Goodyear; certain other
liabilities; and debt and interest owed to Goodyear and its subsidiaries. On
July 30, 1998, the Agreement was consummated by PAAI for approximately $400
million, including transaction costs.
 
2. ACCOUNTING POLICIES
 
  The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions of interim financial reporting as
prescribed by the Securities and Exchange Commission. All material adjustments
consisting only of normal recurring adjustments which, in the opinion of
management, were necessary for a fair statement of the results for the interim
periods, have been reflected. These consolidated unaudited interim financial
statements should be read in conjunction with the annual consolidated
financial statements of Wingfoot included elsewhere in this Prospectus.
 
3. RELATED PARTY DEBT
 
  Pursuant to the Agreement, Wingfoot is obligated to repay the outstanding
related party debt and accrued interest of certain of its subsidiaries prior
to closing. On June 15, 1998, Goodyear made capital contributions of $866,131
and cash payments of $15,494 for repayments to Wingfoot. Upon receipt of the
$881,625, Wingfoot paid Goodyear $865,219 ($843,269 for repayment of certain
outstanding related party debt and accrued interest at December 31, 1997 and
$21,950 for repayment of related party accrued interest from January 1, 1998
to May 29, 1998) and remitted the remaining $16,406 to Goodyear for payment of
certain other liabilities to be assumed by Goodyear as a result of the
Agreement.
 
4. SUBSEQUENT EVENT
 
  Pursuant to the Agreement, in July 1998, an affiliate of Goodyear repaid
$26.3 million to Wingfoot. Concurrently, Wingfoot distributed $25.1 million to
Goodyear.
 
                                     F-21

                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and
Stockholder of Plains Resources Inc. Midstream Subsidiaries
 
  In our opinion, the combined balance sheets and the related combined
statements of operations and combined equity and of cash flows present fairly,
in all material respects, the financial position of Plains Resources Inc.
Midstream Subsidiaries (wholly owned subsidiaries of Plains Resources Inc.) at
December 31, 1996 and 1997, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of Plains Resources Inc. Midstream
Subsidiaries' management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
 
PRICEWATERHOUSECOOPERS LLP
 
Houston, Texas
September 16, 1998
 
                                     F-22

                  PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
              (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
                            COMBINED BALANCE SHEETS
 
                                 (IN THOUSANDS)

                                                               DECEMBER 31,
                                                             ------------------
                                                               1996      1997
                                                             --------  --------
                           ASSETS
                           ------
                                                                 
CURRENT ASSETS
Cash........................................................ $    404  $      2
Accounts receivable.........................................   85,904    96,319
Inventory...................................................    2,459    18,909
Other.......................................................      158       197
                                                             --------  --------
Total current assets........................................   88,925   115,427
                                                             --------  --------
PROPERTY AND EQUIPMENT
Crude oil terminal and storage facilities...................   33,349    33,491
Trucking equipment, injection stations and other............    2,492     2,798
Less accumulated depreciation...............................   (3,027)   (3,903)
                                                             --------  --------
                                                               32,814    32,386
                                                             --------  --------
OTHER ASSETS................................................      818     1,806
                                                             --------  --------
                                                             $122,557  $149,619
                                                             ========  ========

              LIABILITIES AND COMBINED EQUITY
              -------------------------------
                                                                 
CURRENT LIABILITIES
Accounts payable and accrued liabilities.................... $ 76,838  $ 86,415
Notes payable...............................................       --    18,000
Intercompany payable to affiliates..........................    9,501     8,945
Accrued interest payable....................................       --        50
                                                             --------  --------
Total current liabilities...................................   86,339   113,410
LONG-TERM LIABILITIES
Intercompany payable to affiliates..........................   31,811    28,531
Payable in lieu of deferred taxes...........................      572     1,703
                                                             --------  --------
Total liabilities...........................................  118,722   143,644
                                                             --------  --------
COMBINED EQUITY.............................................    3,835     5,975
                                                             --------  --------
                                                             $122,557  $149,619
                                                             ========  ========

                  See notes to combined financial statements.
 
                                      F-23

                  PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
              (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
             COMBINED STATEMENTS OF OPERATIONS AND COMBINED EQUITY
 
                                 (IN THOUSANDS)

                                                     YEAR ENDED DECEMBER 31,
                                                    ---------------------------
                                                      1995      1996     1997
                                                    --------  -------- --------
                                                              
REVENUES........................................... $339,825  $531,698 $752,522
COST OF SALES AND OPERATIONS.......................  333,459   522,167  740,042
                                                    --------  -------- --------
Gross margin.......................................    6,366     9,531   12,480
                                                    --------  -------- --------
EXPENSES
General and administrative.........................    2,415     2,974    3,529
Depreciation and amortization......................      944     1,140    1,165
                                                    --------  -------- --------
Total expenses.....................................    3,359     4,114    4,694
                                                    --------  -------- --------
Operating income...................................    3,007     5,417    7,786
Related party interest expense.....................    3,460     3,559    3,622
Interest expense...................................       --        --      894
Interest and other income..........................      115        90      138
                                                    --------  -------- --------
Net (loss) income before (benefit) provision in
 lieu of income taxes..............................     (338)    1,948    3,408
(Benefit) provision in lieu of income taxes........      (93)      726    1,268
                                                    --------  -------- --------
NET (LOSS) INCOME..................................     (245)    1,222    2,140
Beginning combined equity..........................    2,858     2,613    3,835
                                                    --------  -------- --------
Ending combined equity............................. $  2,613  $  3,835 $  5,975
                                                    ========  ======== ========

 
                  See notes to combined financial statements.
 
                                      F-24

                  PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
              (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
                       COMBINED STATEMENTS OF CASH FLOWS
 
                                 (IN THOUSANDS)

                                                    YEAR ENDED DECEMBER 31,
                                                    -------------------------
                                                     1995     1996     1997
                                                    -------  -------  -------
                                                             
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income.................................. $  (245) $ 1,222  $ 2,140
Items not affecting cash flows from operating
 activities:
  Depreciation and amortization....................     944    1,140    1,165
  Gain on sale of property and equipment ..........      (3)     (34)     (28)
  Change in payable in lieu of deferred taxes......     (93)     706    1,131
Change in assets and liabilities resulting from
 operating activities:
  Accounts receivable.............................. (21,999) (38,771) (10,415)
  Accounts payable and accrued liabilities.........  14,559   35,994    9,577
  Accrued interest.................................      --       --       50
  Inventory........................................   1,007      435  (16,450)
  Other............................................      30       41      (39)
                                                    -------  -------  -------
Net cash (used in) provided by operating
 activities........................................  (5,800)     733  (12,869)
                                                    -------  -------  -------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment................    (571)  (3,346)    (678)
Disposals of property and equipment................      34       97       85
Additions to other assets..........................    (184)     (36)  (1,261)
                                                    -------  -------  -------
Net cash used in investing activities..............    (721)  (3,285)  (1,854)
                                                    -------  -------  -------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from (payments to) affiliates.............   4,963    2,759   (3,679)
Proceeds from short-term debt......................      --       --   39,000
Repayments of short-term debt......................      --       --  (21,000)
Cash in compensating balance account...............   1,494       --       --
                                                    -------  -------  -------
Net cash provided by financing activities..........   6,457    2,759   14,321
                                                    -------  -------  -------
Net (decrease) increase in cash....................     (64)     207     (402)
Cash, beginning of period..........................     261      197      404
                                                    -------  -------  -------
Cash, end of period................................ $   197  $   404  $     2
                                                    =======  =======  =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid...................................... $ 3,460  $ 3,559  $ 4,466

                  See notes to combined financial statements.
 
                                      F-25

                 PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
             (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
                    NOTES TO COMBINED FINANCIAL STATEMENTS
 
NOTE 1--ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
 Organization
 
  Plains Resources Inc. Midstream Subsidiaries (the "Plains Midstream
Subsidiaries") consist of wholly owned subsidiaries of Plains Resources Inc.
("Plains Resources"). The Plains Midstream Subsidiaries are in the business of
crude oil terminalling and storage and gathering and marketing primarily in
Oklahoma, (where they own a two million barrel, above ground crude oil
terminalling and storage facility (the "Cushing Terminal")), Texas, Louisiana
and Kansas.
 
 Use of Estimates
 
  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Although management believes these estimates are reasonable,
actual results could differ from these estimates.
 
 Revenue Recognition
 
  Revenues are accrued at the time title to the product sold transfers to the
purchaser, which typically occurs upon receipt of the product by the
purchaser, and purchases are accrued at the time title to the product
purchased transfers to the Plains Midstream Subsidiaries, which typically
occurs upon receipt of the product by the Plains Midstream Subsidiaries.
Except for crude oil purchased from time to time as inventory to service the
needs of its terminalling and storage customers, the Plains Midstream
Subsidiaries' policy is to purchase only crude oil for which they have a
market to sell and to structure their sales contracts so that crude oil price
fluctuations do not materially affect the gross margin which they receive. As
the Plains Midstream Subsidiaries purchase crude oil, they establish a margin
by selling crude oil for physical delivery to third party users, such as
independent refiners or major oil companies, or by entering into a future
delivery obligation with respect to futures contracts on the New York
Mercantile Exchange ("NYMEX"). Through these transactions, the Plains
Midstream Subsidiaries seek to maintain a position that is substantially
balanced between crude oil purchases and sales and future delivery
obligations.
 
 Cash
 
  The Plains Midstream Subsidiaries' cash management program utilizes zero-
balance accounts, which are funded on a daily basis by Plains Resources.
Accordingly, the Plains Midstream Subsidiaries maintain book overdraft
balances which have been reclassified to current liabilities.
 
 Inventory
 
  Inventory consists of crude oil in pipelines and in storage tanks which is
valued at the lower of cost or market, with cost determined using the average
cost method.
 
 Property and Equipment
 
  Property and equipment is recorded at cost. Acquisitions and betterments are
capitalized; maintenance and repairs are expensed. Depreciation on the Cushing
Terminal is provided using the straight-line method over an estimated useful
life of forty years; other property and equipment is also depreciated using
the straight-line method over estimated useful lives of five to ten years.
 
                                     F-26

                 PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
             (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
 Other Assets
 
  Other assets include goodwill associated with the purchase of certain
transportation and crude oil gathering assets and are amortized over a period
of twenty years.
 
 Federal Income Taxes
 
  The Plains Midstream Subsidiaries are included in the combined federal
income tax return of Plains Resources. Income taxes are calculated as if the
Plains Midstream Subsidiaries had filed a return on a separate company basis
utilizing a statutory rate of 35%. Payables in lieu of deferred taxes
represent deferred tax liabilities which are recognized based on the temporary
differences between the tax basis of the Plains Midstream Subsidiaries' assets
and liabilities and the amounts reported in the financial statements. These
amounts are owed to Plains Resources. Current amounts payable are also owed to
Plains Resources and are included in intercompany payable to affiliates in the
accompanying Combined Balance Sheets (see Note 2).
 
 Hedging
 
  The Plains Midstream Subsidiaries utilize various derivative instruments to
hedge their exposure to price fluctuations on crude oil transactions. The
derivative instruments used consist primarily of futures and option contracts
traded on the NYMEX and crude oil swap contracts entered into with financial
institutions. These instruments are utilized to hedge transactions which are
based on NYMEX oil prices; therefore, a high correlation exists between the
hedged item and the hedge contract.
 
  Recognized gains and losses on hedge contracts are reported as a component
of the related transaction. Cash flows from hedging activities are included in
operating activities in the Combined Statements of Cash Flows. Net deferred
gains and losses on futures contracts, including closed futures contracts,
entered into to hedge anticipated crude oil purchases and sales are included
in accounts payable and accrued liabilities in the Combined Balance Sheets.
Deferred gains or losses from inventory hedges are included as part of the
inventory cost and recognized when the related inventory is sold. Crude oil
swap contracts have no carrying value and therefore are not reflected in the
Combined Balance Sheets.
 
 Recent Accounting Pronouncements
 
  In July 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 131 ("SFAS 131"), Disclosures
About Segments of an Enterprise and Related Information, effective for fiscal
years beginning after December 15, 1997. SFAS 131 introduces a new model for
segment reporting and requires disclosures for each segment that are similar
to those required under current standards with the addition of quarterly
disclosure requirements and a finer partitioning of geographic disclosures.
Reportable segments are based on products and services, geography, legal
structure, management structure or any manner in which management
disaggregates a company. This statement replaces the notion of industry and
geographic segments in current FASB standards. Management is currently
evaluating the impact of this statement on the Plains Midstream Subsidiaries'
disclosures.
 
  In June 1998, the FASB issued Statement of Financial Accounting Standards
No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS
133"). SFAS 133 is effective for all fiscal years beginning after June 15,
1999. SFAS 133 requires that all derivative instruments be recorded on the
balance sheet at their fair value. Changes in the fair value of derivatives
are recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge transaction
and, if it
 
                                     F-27

                 PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
             (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

is, the type of hedge transaction. For fair-value hedge transactions in which
the Plains Midstream Subsidiaries are hedging changes in an asset's,
liability's, or firm commitment's fair value, changes in the fair value of the
derivative instrument will generally be offset in the income statement by
changes in the hedged item's fair value. For cash-flow hedge transactions, in
which the Plains Midstream Subsidiaries are hedging the variability of cash
flows related to a variable-rate asset, liability, or a forecasted
transaction, changes in the fair value of the derivative instrument will be
reported in other comprehensive income. The gains and losses on the derivative
instrument that are reported in other comprehensive income will be
reclassified as earnings in the periods in which earnings are impacted by the
variability of the cash flows of the hedged item. The Plains Midstream
Subsidiaries have not yet determined the impact that the adoption of SFAS 133
will have on their earnings or statement of financial position.
 
NOTE 2--INCOME TAXES
 
  As discussed in Note 1, the Plains Midstream Subsidiaries' results are
included in Plains Resources' combined federal income tax return. The amounts
presented below were calculated as if the Plains Midstream Subsidiaries filed
a separate tax return. Current amounts payable per the calculations in the
amount of $20,000 and $137,000 for the years ended December 31, 1996 and 1997,
respectively, are payable to Plains Resources and are included in intercompany
payable to affiliates in the accompanying Combined Balance Sheets.
 
  (Benefit) provision in lieu of income taxes consists of the following
components:

                                                                  YEAR ENDED
                                                                 DECEMBER 31,
                                                               -----------------
                                                               1995  1996  1997
                                                               ----  ---- ------
                                                                (IN THOUSANDS)
                                                                 
      Federal
        Current............................................... $ --  $  1 $   38
        Deferred..............................................  (93)  706  1,131
      State
        Current...............................................   --    19     99
                                                               ----  ---- ------
      Total................................................... $(93) $726 $1,268
                                                               ====  ==== ======

  Actual (benefit) provision in lieu of income taxes differs from (benefit)
provision in lieu of income taxes computed by applying the U.S. federal
statutory corporate tax rate of 35% to (loss) income before such (benefit)
provision as follows:

                                                                YEAR ENDED
                                                               DECEMBER 31,
                                                             ------------------
                                                             1995   1996  1997
                                                             -----  ---- ------
                                                              (IN THOUSANDS)
                                                                
      Provision at the statutory rate....................... $(118) $682 $1,169
      State income tax, net of benefit for federal
       deduction............................................    --    12     65
      Permanent differences.................................    25    32     34
                                                             -----  ---- ------
      Total................................................. $ (93) $726 $1,268
                                                             =====  ==== ======

  The Plains Midstream Subsidiaries' payable in lieu of deferred taxes at
December 31, 1996 and 1997, results from differences in depreciation methods
used for financial purposes and for tax purposes.
 
                                     F-28

                 PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
             (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
NOTE 3--CREDIT FACILITIES
 
  The Plains Midstream Subsidiaries have a $90 million Uncommitted Secured
Demand Transactional Line of Credit Facility ("the Transactional Facility")
with five banks. The purpose of the Transactional Facility is to provide
standby letters of credit to support the purchase by the Plains Midstream
Subsidiaries of crude oil for resale and borrowings by the Plains Midstream
Subsidiaries to finance crude oil inventory which has been hedged against
future price risk. The Transactional Facility is secured by all of the assets
of the Plains Midstream Subsidiaries and is guaranteed by Plains Resources.
Plains Resources' guarantee is secured by a $1 million standby letter of
credit issued under Plains Resources' revolving credit facility.
 
  Generally, letters of credit under the Transactional Facility are issued for
up to seventy day periods. At December 31, 1996 and 1997, the Plains Midstream
Subsidiaries had outstanding letters of credit of approximately $39.6 million
and $37.8 million, respectively, issued under the Transactional Facility. To
date, no amounts have been drawn on such letters of credit issued by the
Plains Midstream Subsidiaries.
 
  The Plains Midstream Subsidiaries have established a $25 million sublimit
(the "Sublimit") within the Transactional Facility for standby letters of
credit and borrowings to finance crude oil purchases. Under the terms of the
Sublimit, all purchases of crude oil inventory financed are required to be
hedged against future price risk on terms acceptable to the lenders. No
borrowings were outstanding under the Sublimit as of December 31, 1996. At
December 31, 1997, approximately $18.0 million in borrowings were outstanding
under the Sublimit.
 
  Borrowings under the Transactional Facility incur interest at the borrower's
option of either (i) the Base Rate, as defined, or (ii) LIBOR plus an
applicable margin. All financings under the Transactional Facility, which
expire in November 1998, are at the discretion of the lenders on a transaction
by transaction basis. Aggregate cash borrowings by the Plains Midstream
Subsidiaries for inventory transactions are limited to $25 million.
 
  In July 1998, Plains All American Inc., a wholly owned subsidiary of Plains
Resources, acquired the All American Pipeline, a 1,233-mile crude oil pipeline
extending from California to Texas, and a 45-mile crude oil gathering system
in the San Joaquin Valley of California, as well as certain other assets
related to such operations. As a result of Plains Resources' acquisition of
such assets, the Plains Midstream Subsidiaries increased their letter of
credit and inventory credit facility from $90 million to $175 million. On July
30, 1998, the Plains Midstream Subsidiaries established a $175 million secured
revolving credit facility with BankBoston, N.A., ING (U.S.) Capital
Corporation and other lenders (the "Letter of Credit Facility"). The purpose
of the Letter of Credit Facility is to provide standby letters of credit to
support the purchase of crude oil for resale and borrowings to finance crude
oil inventory which has been hedged against future price risk. The Letter of
Credit Facility is guaranteed by Plains Resources. The Letter of Credit
Facility is secured by certain assets of the Plains Midstream Subsidiaries,
primarily accounts receivable and crude oil inventory. Aggregate availability
under the Letter of Credit Facility is subject to certain borrowing base tests
which are determined monthly.
 
  The Plains Midstream Subsidiaries have established a $40 million sublimit
(the "Sublimit") within the Letter of Credit Facility for borrowings to
finance crude oil purchased in connection with operations at the Plains
Midstream Subsidiaries' crude oil terminal and storage facilities. Under the
terms of the Sublimit, all purchases of crude oil inventory financed are
required to be hedged against future price risk on terms acceptable to the
lenders.
 
  Letters of credit under the Letter of Credit Facility are generally issued
for up to seventy day periods. Borrowings incur interest at the borrower's
option of either (i) the Base Rate, as defined, or (ii) LIBOR plus an
applicable margin. The Plains Midstream Subsidiaries incur a commitment fee of
 .25% per annum on the unused portion of the Letter of Credit Facility. The
Letter of Credit Facility has a final maturity date of July 30, 2001.
 
                                     F-29

                 PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
             (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
 
  The Letter of Credit Facility contains covenants which, among other things,
require the Plains Midstream Subsidiaries to maintain certain financial ratios
and minimum levels of working capital and net worth. In addition, the Letter
of Credit Facility contains restrictions on additional indebtedness,
acquisitions, mergers, sale of assets, affiliate transactions, derivative
contracts and capital expenditures.
 
NOTE 4--MAJOR CUSTOMERS AND CONCENTRATION OF CREDIT RISK
 
  During 1995, Phibro, Inc. ("Phibro") and Basis Petroleum, Inc. ("Basis"),
formerly Phibro Energy U.S.A., Inc., accounted for 19% and 15%, respectively,
of the Plains Midstream Subsidiaries' total sales. For 1996 and 1997,
customers accounting for more than 10% of total sales are as follows: 1996--
Koch Oil Company ("Koch")--16% and Basis--11%; 1997--Koch--30%, Sempra Energy
Trading Corporation, formerly AIG Trading Corporation--12% and Basis--11%. No
other purchaser accounted for as much as 10% of total sales during 1995, 1996
and 1997.
 
  Financial instruments which potentially subject the Plains Midstream
Subsidiaries to concentrations of credit risk consist principally of trade
receivables. The Plains Midstream Subsidiaries' accounts receivable are
primarily from purchasers of crude oil. This industry concentration has the
potential to impact the Plains Midstream Subsidiaries' overall exposure to
credit risk, either positively or negatively, in that the customers may be
similarly affected by changes in economic, industry or other conditions. The
Plains Midstream Subsidiaries generally require letters of credit for
receivables from customers which are not considered investment grade, unless
the credit risk can otherwise be reduced.
 
NOTE 5--RELATED PARTY TRANSACTIONS
 
  The Plains Midstream Subsidiaries market certain crude oil production of
Plains Resources, its subsidiaries and its royalty owners. The Plains
Midstream Subsidiaries paid approximately $43.8 million, $100.5 million and
$101.2 million for the purchase of these products for the years ended December
31, 1995, 1996 and 1997, respectively. In management's opinion, such purchases
were made at prevailing market rates. The Plains Midstream Subsidiaries did
not recognize a profit on the sale of the barrels purchased from Plains
Resources.
 
  The Plains Midstream Subsidiaries are guarantors of Plains Resources' $225
million revolving credit facility and $200 million 10 1/4% Senior Subordinated
Notes due 2006. The agreements under which such debt was issued contain
covenants which, among other things, restrict the Plains Midstream
Subsidiaries' ability to make certain loans and investments and restrict
additional borrowings by the Plains Midstream Subsidiaries.
 
  Plains Resources allocated certain direct and indirect general and
administrative expenses to the Plains Midstream Subsidiaries during 1995, 1996
and 1997. Indirect costs were allocated based on the number of employees. The
types of indirect expenses allocated to the Plains Midstream Subsidiaries
during this period were office rent, utilities, telephone services, data
processing services, office supplies and equipment maintenance. Direct
expenses allocated by Plains Resources were primarily salaries and benefits of
employees engaged in the business activities of the Plains Midstream
Subsidiaries.
 
  The Plains Midstream Subsidiaries fund the acquisition of certain asset and
inventory purchases through borrowings from Plains Resources. In addition, the
Plains Midstream Subsidiaries participate in a cash management arrangement
with Plains Resources covering the funding of daily cash requirements and the
investing of excess cash. Amounts due to the Parent Company under the
arrangements bear interest at a rate of 10 1/4%. The balance due to Plains
Resources as of December 31, 1996 and 1997, was approximately $30.0
 
                                     F-30

                 PLAINS RESOURCES INC. MIDSTREAM SUBSIDIARIES
 
             (WHOLLY OWNED SUBSIDIARIES OF PLAINS RESOURCES INC.)
 
              NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

million and $26.7 million, respectively. Such amounts include approximately
$0.2 million and $0.3 million of cumulative federal and state income taxes
payable at December 31, 1996 and 1997, respectively. Balances due to other
subsidiaries of Plains Resources as of December 31, 1996 and 1997 were
approximately $11.3 million and $10.8 million, respectively.
 
  The Plains Midstream Subsidiaries have entered into various derivative
financial instruments (see Note 6) on Plains Resources's behalf. The principle
objective is to hedge exposure to price volatility on crude oil produced by
Plains Resources. Any gains or losses on these transactions are passed on to
Plains Resources.
 
NOTE 6--FINANCIAL INSTRUMENTS
 
 Derivatives
 
  The Plains Midstream Subsidiaries utilize derivative financial instruments,
as defined in SFAS No. 119, "Disclosure About Derivative Financial Instruments
and Fair Value of Financial Instruments," to hedge exposure to price
volatility on crude oil and do not use such instruments for speculative
trading purposes. These arrangements expose the Plains Midstream Subsidiaries
to credit risk (as to counterparties) and to risk of adverse price movements
in certain cases where the Plains Midstream Subsidiaries' purchases are less
than expected.
 
 Fair Value of Financial Instruments
 
  In accordance with the requirements of SFAS No. 107, "Disclosures About Fair
Value of Financial Instruments," the carrying values of items comprising
current assets and current liabilities approximate fair value due to the
short-term maturities of these instruments. Crude oil futures contracts permit
settlement by delivery of the crude oil and, therefore, are not financial
instruments, as defined. The unrealized gain on crude oil swap transactions
entered into on behalf of the Parent Company was approximately $0.1 million
and $1.0 million as of December 31, 1996 and 1997, respectively. These amounts
represent the calculated difference between the NYMEX crude oil price and the
contract price of the hedge arrangements as of December 31, 1996 and 1997.
 
NOTE 7--LITIGATION
 
  The Plains Midstream Subsidiaries, in the ordinary course of business, are
defendants in various legal proceedings in which their exposure, individually
and in the aggregate, is not considered material to the accompanying financial
statements.
 
                                     F-31

                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors and Stockholder of
Wingfoot Ventures Seven, Inc. (a wholly-owned subsidiary of
The Goodyear Tire and Rubber Company)
 
  In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations and accumulated deficit and of cash
flows present fairly, in all material respects, the financial position of
Wingfoot Ventures Seven, Inc. (a wholly-owned subsidiary of The Goodyear Tire
& Rubber Company) and its subsidiaries at December 31, 1996 and 1997, and the
results of their operations and their cash flows for each of the three years
in the period ended December 31, 1997, in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
the Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above.
 
PRICEWATERHOUSECOOPERS LLP
 
San Francisco, California
July 27, 1998
 
                                     F-32

                         WINGFOOT VENTURES SEVEN, INC.
 
       (A WHOLLY-OWNED SUBSIDIARY OF THE GOODYEAR TIRE & RUBBER COMPANY)
 
                          CONSOLIDATED BALANCE SHEETS
 
                             (DOLLARS IN THOUSANDS)

                                                           DECEMBER 31,
                                                      ------------------------
                                                         1996         1997
                                                      -----------  -----------
                                   ASSETS
                                   ------
                                                             
Cash................................................. $     1,448  $       104
Accounts receivable..................................      66,433       64,077
Working oil inventory................................       5,789        2,240
Prepaid expenses and other current assets............       4,862        5,179
                                                      -----------  -----------
    Total current assets.............................      78,532       71,600
                                                      -----------  -----------
Property, plant and equipment (Note 3)...............   1,578,450    1,629,391
Less--accumulated depreciation.......................  (1,148,002)  (1,228,465)
                                                      -----------  -----------
                                                          430,448      400,926
                                                      -----------  -----------
    Total assets..................................... $   508,980  $   472,526
                                                      ===========  ===========

                    LIABILITIES AND STOCKHOLDER'S EQUITY
                    ------------------------------------
                                                             
Accounts payable..................................... $    67,097  $    53,065
Benefits and compensation............................       1,465        1,834
Accrued expenses.....................................       4,804        1,591
Accrued interest to related party (Note 4)...........      30,282       34,121
Accrued taxes........................................       8,594        6,670
Short-term debt to related party (Note 4)............      56,581      102,439
Other current liabilities............................         368        1,071
                                                      -----------  -----------
    Total current liabilities........................     169,191      200,791
Long-term debt to related party (Note 4).............     705,243      705,243
Deferred income taxes................................       7,833        7,130
Benefits and compensation............................       8,237        7,971
                                                      -----------  -----------
    Total liabilities................................     890,504      921,135
                                                      -----------  -----------
Commitments and contingencies (Note 12)
Stockholder's equity:
  Common stock, $100 par value--authorized 1,000
   shares; issued and outstanding 12 shares..........           1            1
  Additional paid-in capital.........................     907,374      907,374
  Accumulated deficit................................  (1,288,899)  (1,355,984)
                                                      -----------  -----------
    Total equity.....................................    (381,524)   (448,609)
                                                      -----------  -----------
  Total liabilities and stockholders' equity......... $   508,980  $   472,526
                                                      ===========  ===========

         The accompanying notes are an integral part of this statement.
 
                                      F-33

                         WINGFOOT VENTURES SEVEN, INC.
 
       (A WHOLLY-OWNED SUBSIDIARY OF THE GOODYEAR TIRE & RUBBER COMPANY)
 
         CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
 
                             (DOLLARS IN THOUSANDS)

                                           FOR THE YEARS ENDED DECEMBER 31,
                                           -----------------------------------
                                             1995        1996         1997
                                           ---------  -----------  -----------
                                                          
Revenues (Note 11)........................ $ 619,277  $   929,299  $   992,318
                                           ---------  -----------  -----------
Expenses:
  Purchases, transportation, and storage..   482,130      791,729      892,618
  Property taxes..........................     7,100        8,500        7,450
  Operations and maintenance..............    28,573       25,812       23,084
  Depreciation and amortization (Note 3)..    39,276      894,638       80,463
  Loss on sale of pipeline assets.........     5,000           --           --
  Related party interest expense (Note 4).    50,869       49,000       52,745
  General and administrative..............     4,834        2,961        2,767
                                           ---------  -----------  -----------
    Total expenses........................   617,782    1,772,640    1,059,127
                                           ---------  -----------  -----------
(Loss) income before income taxes.........     1,495     (843,341)     (66,809)
Charge/(benefit) in lieu of income taxes..      (324)       4,227          276
                                           ---------  -----------  -----------
Net income (loss).........................     1,819     (847,568)     (67,085)
Beginning accumulated deficit.............  (443,150)    (441,331)  (1,288,899)
                                           ---------  -----------  -----------
Ending accumulated deficit................ $(441,331) $(1,288,899) $(1,355,984)
                                           =========  ===========  ===========

 
         The accompanying notes are an integral part of this statement.
 
                                      F-34

                         WINGFOOT VENTURES SEVEN, INC.
 
       (A WHOLLY-OWNED SUBSIDIARY OF THE GOODYEAR TIRE & RUBBER COMPANY)
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                             (DOLLARS IN THOUSANDS)

                                                     FOR THE YEARS ENDED
                                                        DECEMBER 31,
                                                 -----------------------------
                                                   1995      1996       1997
                                                 --------  ---------  --------
                                                             
Cash flows from operating activities
  Net income (loss)............................. $  1,819  $(847,568) $(67,085)
  Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
    Depreciation and amortization...............   39,276    894,638    80,463
    Loss on sale of pipeline assets.............    5,000         --        --
    Deferred income taxes.......................    2,341       (933)     (703)
  Changes in assets and liabilities resulting
   from operating activities:
    Accounts receivable.........................     (982)   (28,183)    2,356
    Working oil inventory.......................     (971)       305     3,549
    Prepaid expenses and other current assets...     (855)      (218)     (317)
    Accounts payable............................    2,898     41,316   (14,032)
    Benefits and compensation...................   (2,580)        --       103
    Accrued expenses............................      526     (1,596)   (3,213)
    Accrued interest to related party...........    4,841     (3,906)    3,839
    Accrued taxes...............................   (1,051)     4,149    (1,924)
    Other current liabilities...................      (31)       368       703
                                                 --------  ---------  --------
    Net cash provided by operating activities...   50,231     58,372     3,739
                                                 --------  ---------  --------
Cash flows from investing activities:
  Capital expenditures..........................   (4,319)    (3,983)   (2,463)
  Proceeds from sale of pipeline assets.........    1,998        125     1,249
  Linefill......................................   31,187     (2,870)  (49,727)
                                                 --------  ---------  --------
    Net cash provided by (used in) investing
     activities.................................   28,866     (6,728)  (50,941)
                                                 --------  ---------  --------
Cash flows from financing activities:
  Net (repayments) proceeds of debt to related
   party (Note 4)...............................  (84,060)   (51,024)   45,858
                                                 --------  ---------  --------
    Net cash (used in) provided by financing
     activities.................................  (84,060)   (51,024)   45,858
                                                 --------  ---------  --------
Net (decrease) increase in cash.................   (4,963)       620    (1,344)
Cash, beginning of the year.....................    5,791        828     1,448
                                                 --------  ---------  --------
Cash, end of the year........................... $    828  $   1,448  $    104
                                                 ========  =========  ========

         The accompanying notes are an integral part of this statement.
 
                                      F-35

                         WINGFOOT VENTURES SEVEN, INC.
 
       (A WHOLLY-OWNED SUBSIDIARY OF THE GOODYEAR TIRE & RUBBER COMPANY)
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
                       DECEMBER 31, 1995, 1996 AND 1997
 
                            (DOLLARS IN THOUSANDS)
 
1. THE COMPANY
 
  Wingfoot Ventures Seven, Inc. ("Wingfoot") is a wholly-owned subsidiary of
The Goodyear Tire & Rubber Company ("Goodyear or the Parent"). The Company
operates in the mid-stream segment of the energy transportation business and
consists of four operating subsidiaries; All American Pipeline Company
("AAPL") and its wholly-owned subsidiary, Celeron Gathering Corporation
("CGC"), Celeron Trading and Transportation ("CT&T"), and Celeron Corporation
("CC"). AAPL is engaged in the operation of a heated crude oil pipeline which
extends approximately 1,233 miles from Las Flores and Gaviota on the
California coast to West Texas. As a common carrier AAPL charges
transportation tariffs which must be filed with the Federal Energy Regulatory
Commission ("FERC") and the Public Utilities Commission of the State of
California ("CPUC"). CGC operates a proprietary crude oil gathering pipeline
in the San Joaquin Valley area of California. CT&T is engaged in purchasing,
selling and exchanging crude oil, a substantial portion of which is
transported through AAPL's pipeline. CC provides management services to AAPL,
CGC and CT&T.
 
  On March 21, 1998, a Stock Purchase Agreement ("the Agreement") was executed
between Wingfoot and Plains All American Inc. ("PAAI"), a wholly-owned
subsidiary of Plains Resources Inc., whereby all of the issued and outstanding
shares of the capital stock of AAPL and CT&T would be sold to PAAI contingent
upon, among other things, approval by the Federal Trade Commission and the
CPUC. The net assets to be sold are comprised of assets and liabilities of
AAPL, CGC and CT&T and include or exclude all assets and liabilities listed in
certain Bills of Sale and Assumption Agreements included in the Agreement. In
addition, the following items have been excluded from the net assets to be
sold: all of Wingfoot's intercompany transactions with Goodyear; certain other
liabilities; and debt and interest owed to Goodyear and its subsidiaries.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Basis of consolidation
 
  The consolidated financial statements include the accounts of Wingfoot and
its wholly-owned subsidiaries. All significant intercompany transactions have
been eliminated.
 
 Use of estimates
 
  The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements
and reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
 Concentration of credit risk and major customers
 
  Financial instruments which potentially expose Wingfoot to concentrations of
credit risk consist primarily of accounts receivable. Wingfoot's accounts
receivable are primarily from major oil companies and their affiliates, as
well as independent oil companies. Wingfoot generally requires its smaller
independent customers to provide letters of credit. Although Wingfoot is
directly affected by the financial well being of the oil and gas industry,
management does not believe significant credit risk exists. Historically,
credit losses have not been significant.
 
                                     F-36

                         WINGFOOT VENTURES SEVEN, INC.
 
       (A WHOLLY-OWNED SUBSIDIARY OF THE GOODYEAR TIRE & RUBBER COMPANY)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                       DECEMBER 31, 1995, 1996 AND 1997
 
 Revenue recognition
 
  As a regulated interstate pipeline, AAPL recognizes revenues for the
transportation of crude oil based upon FERC and CPUC filed tariff rates and
the related transported volume. CT&T and CGC recognize revenue from the sale
of crude oil to third parties at the time title to the product sold transfers
to the purchaser.
 
 Statement of cash flows
 
  There was no cash used to pay income taxes during the years ended December
31, 1995, 1996 or 1997. Interest of $46,028, $52,906 and $48,906 was paid for
the years ended December 31, 1995, 1996 and 1997, respectively.
 
 Working oil inventory
 
  Working oil inventory is carried at the lower of current market value or
cost and determined under the last-in, first-out method.
 
 Property, plant and equipment
 
  Property, plant and equipment (the System) consists primarily of crude oil
linefill and oil pipeline facilities, which include the cost of land, rights-
of-way, pipe, pump station equipment, storage tanks, vehicles, material,
labor, overhead and interest incurred during the construction period.
Depreciation on oil pipeline facilities is computed using the straight-line
method, principally over 37 years (see Note 3). Repairs and maintenance costs
are charged to expense as incurred.
 
  The System is assessed for possible impairment in accordance with the
provisions of Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of" (SFAS 121). Under this standard, the occurrence of certain events
may trigger a review of affected assets for possible impairment. An impairment
is deemed to exist if the sum of undiscounted before-tax expected future cash
flows for the asset are less than the asset's carrying value. If an impairment
is indicated, the amount of the impairment is measured as the difference
between the asset's fair market value and its carrying value. Where a market
value is not available, it is approximated by Wingfoot's best estimate of the
sum of discounted before-tax expected future cash flows. Impairment amounts
are recorded as incremental depreciation in the period in which a specific
event occurs (see Note 3).
 
 Income taxes
 
  Wingfoot and its subsidiaries' results are included in the consolidated
federal income tax return of its parent, Goodyear. Tax losses and investment
tax credits have been generated by AAPL and have been utilized in the
consolidated federal income tax returns of Goodyear. In accordance with AAPL's
tax sharing agreement with Goodyear, the tax benefits from the cumulative tax
losses and investment tax credits are not payable by Goodyear to AAPL until
such time as these credits can be utilized on the basis of a separate company
tax computation. While Goodyear has realized tax benefits from losses and tax
credits of AAPL in its consolidated return, AAPL will not receive
reimbursement until a tax liability is incurred as calculated on a separate
company basis. To the extent that future taxable income is generated, AAPL has
a potential future net reimbursement from Goodyear for the benefit of prior
years' tax losses and investment tax credits generated in the amount of
approximately $573,000 and $569,000 at December 31, 1996 and 1997,
respectively. Utilizing the stand-alone calculation
 
                                     F-37

                         WINGFOOT VENTURES SEVEN, INC.
 
       (A WHOLLY-OWNED SUBSIDIARY OF THE GOODYEAR TIRE & RUBBER COMPANY)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                       DECEMBER 31, 1995, 1996 AND 1997

required by the tax sharing agreement, this potential reimbursement results in
a net deferred tax asset on AAPL's balance sheet. Following the terms of the
tax sharing agreement, the net asset has been fully offset by a valuation
allowance.
 
  In connection with the Agreement, PAAI and Goodyear will execute an IRS
Section 338(h)(10) election that provides for a step-up in basis of the
acquired assets, which will eliminate any deferred tax liability at the
acquisition date. In addition, any future net reimbursement from Goodyear for
the benefit of prior years' tax losses and investment tax credits will be
extinguished.
 
  Wingfoot's provision for income taxes includes federal and state taxes
currently payable and deferred taxes arising from temporary differences.
 
 Financial instruments
 
  Wingfoot utilizes New York Mercantile Exchange crude oil futures contracts
to manage its exposure to price volatility for its crude trading activities.
Specifically, Wingfoot enters into these contracts to hedge its firm
commitments and anticipated transactions. All contracts permit settlement by
physical delivery of crude oil. Gains and losses related to these contracts
are deferred and recorded when the underlying hedged transaction occurs.
 
3. PROPERTY, PLANT AND EQUIPMENT
 
  The System consists of the following:

                                                            DECEMBER 31,
                                                       ------------------------
                                                          1996         1997
                                                       -----------  -----------
                                                              
      Oil pipeline facilities and linefill............ $ 1,578,450  $ 1,629,391
      Less: accumulated depreciation..................  (1,148,002)  (1,228,465)
                                                       -----------  -----------
                                                       $   430,448  $   400,926
                                                       ===========  ===========

  During 1996, industry developments occurred indicating that the quantities
of California and Alaska North Slope crude oil expected to be tendered in the
future to the System for transportation would be below prior estimates and
that volumes of crude oil expected to be tendered to the System for
transportation to markets outside of California in the future would be
significantly lower than previously anticipated. As a result, management
determined that the future cash flows expected to be generated by the System
would be less than its carrying value. In accordance with SFAS 121, Wingfoot
reduced the carrying value of the System to its fair value of $430,448 at
December 31, 1996, and recorded a charge of $851,878.
 
  As a result of the Agreement, Wingfoot reviewed the System, which was held
for use at December 31, 1997, for impairment since it was more likely than not
that a sale would occur significantly before the end of its previously
estimated remaining useful life. Management determined that the undiscounted
before-tax future cash flows expected to be generated by the System would be
less than its carrying value. In accordance with SFAS 121, Wingfoot reduced
the carrying value of the System to its fair value of $400,926 at December 31,
1997, determined using discounted before-tax expected future cash flows from
the System, and recorded a charge of $64,173. Such impairment was recorded as
incremental depreciation expense in the Consolidated Statements of Operations
and Accumulated Deficit.
 
                                     F-38

                         WINGFOOT VENTURES SEVEN, INC.
 
       (A WHOLLY-OWNED SUBSIDIARY OF THE GOODYEAR TIRE & RUBBER COMPANY)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                       DECEMBER 31, 1995, 1996 AND 1997
 
4. DEBT
 
 Line of credit
 
  At December 31, 1996 and 1997 to satisfy margin requirements associated with
its futures contracts, Wingfoot had a short-term uncommitted credit
arrangement totaling $1,500 and $3,000, respectively, of which $1,162 and
$2,973, respectively, was unused. This arrangement bears interest at London
Interbank Offered Rate (LIBOR) plus 0.75%. There are no commitment fees or
compensating balances associated with this arrangement.
 
 Short-term debt to related party
 
  Short-term debt at December 31, 1996 and 1997 represents advances from
Goodyear and its subsidiaries. These advances do not accrue interest and are
payable on demand. (See Note 13.)
 
 Long-term debt to related party
 
  On April 25, 1994, Wingfoot entered into a term loan with Goodyear and its
subsidiaries under which Wingfoot may borrow up to $825,000. The loan bears
interest annually, at a variable rate, generally tied to LIBOR and other
factors relating to the borrowing capacity of Goodyear and its subsidiaries.

                                                                DECEMBER 31,
                                                              -----------------
                                                                1996     1997
                                                              -------- --------
                                                                 
   Term loan due to an affiliate, interest at 12-month LIBOR
    plus 1 1/2%, 6.72% and 7.52% at December 31, 1996 and
    1997, respectively....................................... $705,243 $705,243
   Less amount due in one year...............................       --       --
                                                              -------- --------
                                                              $705,243 $705,243
                                                              ======== ========

  At December 31, 1996 and 1997, Wingfoot had an outstanding balance of
$705,243 under this loan. Wingfoot is required to make annual mandatory
principal repayments of $100,000 beginning April 30, 1999, $100,000 in 2000,
$125,000 in 2001, $150,000 in 2002, $150,000 in 2003 and $80,243 in 2004.
Interest costs incurred through the term loan totaled $50,869, $49,000 and
$52,745 for the years ended December 31, 1995, 1996, and 1997, respectively.
Substantially all amounts outstanding were repaid subsequent to December 31,
1997 (see Note 13).
 
 Credit agreement
 
  On April 25, 1994, Wingfoot entered into a credit agreement with an
affiliate under which Wingfoot may borrow up to $250,000. The agreement
provides for a .10% per annum commitment fee on the daily average unused
amount of the facility. The loan bears interest at a variable rate based on
LIBOR. There is no balance outstanding at December 31, 1996 and 1997.
 
5. FINANCIAL INSTRUMENTS
 
  The carrying values of Wingfoot's accounts receivable, other current assets,
accounts payable, accrued expenses, and other current liabilities approximate
fair value due to the short-term maturities of these assets and liabilities.
The carrying value of Wingfoot's line of credit approximates fair value as
interest rates are variable,
 
                                     F-39

                         WINGFOOT VENTURES SEVEN, INC.
 
       (A WHOLLY-OWNED SUBSIDIARY OF THE GOODYEAR TIRE & RUBBER COMPANY)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                       DECEMBER 31, 1995, 1996 AND 1997

based upon prevailing rates for similar agreements. Deferred gains associated
with Wingfoot's futures contracts at December 31, 1996 and 1997 totaled $13
and $1,071, respectively.
 
6. BOOK OVERDRAFTS
 
  At December 31, 1996 and 1997, Wingfoot had $3,281 and $626, respectively,
in book overdrafts representing outstanding checks in excess of funds on
deposit. These amounts have been included in accounts payable.
 
7. APPLICABILITY OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS (SFAS NO. 71)
 
  SFAS No. 71, "Accounting for the Effects of Certain Types of Regulation,"
provides guidance in preparing financial statements for entities with
operations subject to rate-making authorities. The tariff rates of Wingfoot's
pipeline are regulated by the FERC and the CPUC.
 
  Prior to commencement of operations in 1989, as allowed by FERC, Wingfoot
had capitalized an Allowance for Funds Used During Construction (AFUDC) for
rate-making purposes. The recording of any AFUDC represents the implicit cost
of financing construction as if the construction was financed through a
combination of borrowings and equity contributions. SFAS No. 71 requires that
an AFUDC recorded for rate-making purposes should be recorded for financial
reporting purposes as well, as long as there is reasonable assurance that
costs incurred will be recoverable in the future.
 
  At year end 1996, Wingfoot did not expect to recover the costs that had been
previously capitalized. Accordingly, Wingfoot has discontinued the application
of SFAS No. 71 and in December 1996 adopted the provisions of SFAS No. 101,
"Regulated Enterprise Accounting for the Discontinuation of Application of
FASB Statement No. 71." This statement requires Wingfoot to eliminate the
effects of any actions of regulators that had been recognized as an asset that
would not have normally been recognized by a non-regulated entity. As the only
cost capitalized under the provisions of SFAS No. 71 was AFUDC, no additional
impairment was recorded as the AFUDC balance was included in the FAS No. 121
impairment writedown (see Note 3).
 
8. RELATED PARTY TRANSACTIONS
 
  During 1996, Wingfoot transferred long-term credits of $30,843 to Goodyear,
increasing Wingfoot's long-term debt payable to Goodyear. Wingfoot has no
further benefit or obligation related to these matters.
 
  Wingfoot's related party financing arrangements are described in Note 4.
 
  Affiliated companies provide personnel and support services to Wingfoot. For
the years ended December 31, 1995, 1996 and 1997, Wingfoot incurred
approximately $400, $361 and $477, respectively, for such services.
 
  Goodyear has guaranteed Wingfoot's obligations with various counter parties
in connection with crude purchase agreements and crude exchanges made in the
ordinary course of business (see Note 12).
 
                                     F-40

                         WINGFOOT VENTURES SEVEN, INC.
 
       (A WHOLLY-OWNED SUBSIDIARY OF THE GOODYEAR TIRE & RUBBER COMPANY)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                       DECEMBER 31, 1995, 1996 AND 1997
 
9. EMPLOYEE BENEFIT PLANS
 
 Postretirement health care benefits
 
  Wingfoot provides its associates with health care benefits upon retirement.
The healthcare benefits are provided by insurance companies through premiums
based on expected benefits to be paid during the year. Portions of the
healthcare benefits are not insured and are paid by the plan.
 
  The net periodic postretirement benefit cost:

                                                                FOR THE YEAR
                                                               ENDED DECEMBER
                                                                    31,
                                                               ----------------
                                                               1995  1996  1997
                                                               ----  ----  ----
                                                                  
      Service cost............................................ $ 63  $ 71  $ 86
      Interest cost...........................................  185   183   186
      Net amortization........................................  (23)   (9)  (10)
                                                               ----  ----  ----
      Net periodic postretirement benefit cost................ $225  $245  $262
                                                               ====  ====  ====

  The following table sets forth the funded status and amounts recognized on
Wingfoot's Consolidated Balance Sheet:

                                                               DECEMBER 31,
                                                              ----------------
                                                               1996     1997
                                                              -------  -------
                                                                 
Actuarial present value of accumulated benefit obligation:
  Retirees................................................... $(1,838) $(1,759)
  Vested active plan participants............................    (116)    (194)
  Other active plan participants.............................    (480)    (566)
                                                              -------  -------
Accumulated benefit obligation in excess of plan assets......  (2,434)  (2,519)
Unrecognized net (gain)......................................    (409)    (243)
                                                              -------  -------
Accrued postretirement benefit cost recognized on the
 Consolidated Balance Sheet.................................. $(2,843) $(2,762)
                                                              =======  =======

                                                               1995  1996  1997
                                                               ----  ----  ----
                                                                  
      The assumptions used were:
        Discount rate......................................... 7.75% 7.75% 7.75%
        Rate of increase in compensation levels............... 4.50  4.50  4.50

  An 8.00% annual rate of increase in the cost of health care benefits for
retirees under 65 years of age and a 5.75% annual rate of increase for
retirees 65 years or older is assumed in 1998. This rate gradually decreases
to 5.00% in 2010 and remains at that level thereafter. To illustrate the
significance of a 1.00% increase in the assumed healthcare cost trend, the
accumulated benefit obligation would increase by $30 at December 31, 1997 and
the aggregate service and interest cost by $3 for the year then ended.
 
  The Agreement specifies that postretirement healthcare benefit obligations
for only non-vested employees will be assumed by PAAI. PAAI does not intend to
continue such benefits subsequent to the acquisition. After the close of the
sale, postretirement healthcare benefits for retirees and vested employees
will be funded by Goodyear.
 
                                     F-41

                         WINGFOOT VENTURES SEVEN, INC.
 
       (A WHOLLY-OWNED SUBSIDIARY OF THE GOODYEAR TIRE & RUBBER COMPANY)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                       DECEMBER 31, 1995, 1996 AND 1997
 
 Pension plan
 
  Substantially all of Wingfoot's associates participate in the pension plan
of CC. CC makes contributions to the pension plan equal to the amount accrued
for pension costs.
 
  Net periodic pension (credit) follows:

                                                        FOR THE YEAR ENDED
                                                           DECEMBER 31,
                                                       -----------------------
                                                       1995    1996     1997
                                                       -----  -------  -------
                                                              
      Service Cost.................................... $ 305  $   315  $   340
      Interest Cost...................................   544      578      616
      Expected return on plan assets..................  (990)  (1,292)  (1,536)
      Amortization....................................  (187)    (222)    (323)
                                                       -----  -------  -------
      Net periodic pension (credit)................... $(328) $  (621) $  (903)
                                                       =====  =======  =======

  The following table sets forth the funded status and amounts recognized on
Wingfoot's Consolidated Balance Sheet dated December 31, 1996 and 1997. At the
end of 1996 and 1997, assets exceeded accumulated benefits. Plan assets are
invested primarily in common stocks and fixed income securities.

                                                               DECEMBER 31,
                                                              ----------------
                                                               1996     1997
                                                              -------  -------
                                                                 
      Actuarial present value of benefit obligations:
      Vested benefit obligation.............................. $(5,380) $(5,625)
                                                              -------  -------
      Accumulated benefit obligation.........................  (6,796)  (7,434)
                                                              -------  -------
      Projected benefit obligation...........................  (8,115)  (9,073)
      Plan assets............................................  17,234   21,446
                                                              -------  -------
      Projected benefit obligation less than plan assets.....   9,119   12,373
      Unrecognized net gain..................................  (3,775)  (6,313)
      Unrecognized prior service cost........................     (55)     (51)
      Unrecognized net (assets) at transition................  (1,238)  (1,054)
      Adjustment required to recognize minimum liability.....      --       --
                                                              -------  -------
      Pension asset recognized on the Consolidated Balance
       Sheet................................................. $ 4,051  $ 4,955
                                                              =======  =======

  In connection with the sale, CC has amended the Pension Plan document to
provide for an election to participants to request a lump-sum or annuity
distribution of vested benefits, for a six-month period after July 31, 1998,
the expected consummation date of the sale of Wingfoot. Further, on July 31,
1998, the accrued benefits under the Plan will be frozen and will become the
responsibility of Goodyear. This amendment has been approved by CC's Board of
Directors.
 
                                     F-42

                         WINGFOOT VENTURES SEVEN, INC.
 
       (A WHOLLY-OWNED SUBSIDIARY OF THE GOODYEAR TIRE & RUBBER COMPANY)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                       DECEMBER 31, 1995, 1996 AND 1997
 
 Management plans
 
  AAPL and CC have two non-qualified, unfunded plans that cover certain past
management and designated current management. The net periodic pension cost
for these plans consisted of:

                                                                FOR THE YEAR
                                                               ENDED DECEMBER
                                                                    31,
                                                               ----------------
                                                               1995  1996  1997
                                                               ----  ----  ----
                                                                  
      Interest Cost........................................... $416  $409  $375
      Amortization of Gain....................................  (28)   (2)  (11)
                                                               ----  ----  ----
      Net periodic pension cost............................... $388  $407  $364
                                                               ====  ====  ====

  The funded status of these plans consisted of:

                                                               DECEMBER 31,
                                                              ----------------
                                                               1996     1997
                                                              -------  -------
                                                                 
      Actuarial present value of benefit obligations:
      Vested benefit obligation.............................. $(3,122) $(2,822)
                                                              -------  -------
      Accumulated benefit obligation.........................  (3,122)  (2,822)
                                                              -------  -------
      Projected benefit obligation...........................  (5,164)  (4,838)
      Plan assets............................................      --       --
                                                              -------  -------
      Projected benefit obligation less than plan assets.....  (5,164)  (4,838)
      Unrecognized net gain..................................    (332)    (369)
      Adjustment required to recognize minimum liability.....     (42)      --
                                                              -------  -------
      Pension liability recognized on the Consolidated
       Balance Sheet......................................... $(5,538) $(5,207)
                                                              =======  =======

  Under the Agreement, the liability associated with the management plans will
not be transferred to PAAI. The vested benefits under the management plans
will be paid by Goodyear.
 
  Significant assumptions used in the calculation of pension expense and
obligations for the pension and management plans were:

                                                               1995  1996  1997
                                                               ----- ----- -----
                                                                  
      Discount rate........................................... 7.75% 7.75% 7.50%
      Rate of increase in compensation levels................. 5.00% 5.00% 5.00%
      Expected long-term rate of return on plan assets........ 9.00% 9.00% 9.00%

 Employee Savings Plan
 
  Substantially all of Wingfoot's associates are eligible to participate in a
savings plan administered by Goodyear. Under this plan associates elect to
contribute a percentage of their pay. In 1995, 1996 and 1997, the plan
provided for Wingfoot's matching of these contributions (up to a maximum of
6.00% of the associate's annual pay or, if less, $9,500) at a rate of 50.00%.
Wingfoot's contributions were $251, $229 and $172 for the years ended December
31, 1995, 1996 and 1997, respectively. In connection with the sale, Wingfoot's
associates can no longer contribute to the savings plan after the closing. All
vested Wingfoot contributions will be funded by Goodyear.
 
                                     F-43

                         WINGFOOT VENTURES SEVEN, INC.
 
       (A WHOLLY-OWNED SUBSIDIARY OF THE GOODYEAR TIRE & RUBBER COMPANY)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                       DECEMBER 31, 1995, 1996 AND 1997
 
10. INCOME TAXES
 
  Wingfoot's effective income tax rate varied from the statutory U.S. federal
income tax rate of 35% due to state taxes and the valuation allowance recorded
to offset net deferred tax assets.
 
  Deferred tax liabilities at December 31, 1996 and 1997 result primarily from
temporary differences between book and tax treatments of depreciation, and
capitalized construction costs, including interest. Deferred tax assets at
December 31, 1996 and 1997 result primarily from AAPL's prior year tax losses
and investment tax credits. The resulting deferred tax assets have been fully
offset by a valuation allowance of $202,000 and $488,000 at December 31, 1996
and 1997, respectively.
 
  Wingfoot records its deferred taxes on a tax jurisdiction basis and
classifies the net deferred tax amounts as current or non-current based on the
balance sheet classifications of the related assets or liabilities. Based on
this methodology, Wingfoot has recorded its net deferred tax liability as
long-term.
 
  The provision for income taxes consists of the following:

                                                             DECEMBER 31,
                                                         ----------------------
                                                          1995     1996   1997
                                                         -------  ------  -----
                                                                 
      Federal:
        Current......................................... $(3,505) $4,320  $ 139
        Deferred........................................   2,341    (933)  (703)
      State:
        Current.........................................     840     840    840
                                                         -------  ------  -----
      Charge/(benefit) in lieu of income taxes.......... $  (324) $4,227  $ 276
                                                         =======  ======  =====

  In connection with the Agreement, PAAI and Goodyear will execute an IRS
section 338(h)(10) election (see Note 2).
 
11. REVENUES ATTRIBUTABLE TO MAJOR CUSTOMERS
 
  During 1995, sales to three companies accounted for 64% (32% to Company B,
18% to Company A and 14% to Company D) of Wingfoot's total revenues. During
1996, sales to two companies accounted for 38% (21% to Company B and 17% to
Company A) of Wingfoot's total revenues. Sales to three companies accounted
for 46% (18% to Company A, 15% to Company B and 13% to Company C) of
Wingfoot's total revenue during 1997. No other single customer accounted for
as much as 10% of total sales during 1995, 1996 or 1997.
 
                                     F-44

                         WINGFOOT VENTURES SEVEN, INC.
 
       (A WHOLLY-OWNED SUBSIDIARY OF THE GOODYEAR TIRE & RUBBER COMPANY)
 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
 
                       DECEMBER 31, 1995, 1996 AND 1997
 
12. COMMITMENTS AND CONTINGENCIES
 
  Wingfoot leases office space under leases accounted for as operating leases.
Rental expense amounted to $1,605, $1,195 and $981 for the years ended
December 31, 1995, 1996 and 1997, respectively. Minimum rental payments under
operating leases are as follows:

                                                                       OPERATING
      YEAR ENDING DECEMBER 31,                                          LEASES
      ------------------------                                         ---------
                                                                    
        1998..........................................................  $  924
        1999..........................................................     893
        2000..........................................................     878
        2001..........................................................     874
        2002..........................................................     875
        Thereafter....................................................   3,273
                                                                        ------
                                                                        $7,717
                                                                        ======

  Wingfoot incurred costs associated with leased land, rights-of-way, permits
and regulatory fees of $701, $590, and $479 for the years ended December 31,
1995, 1996, and 1997, respectively. At December 31, 1997, minimum future
payments, net of sublease income, associated with these contracts are
approximately $476 for the following year. Generally these contracts extend
beyond one year but can be canceled at any time should they not be required
for operations.
 
  In connection with its crude oil marketing, Goodyear provides certain
parties with Parent Guaranties to secure Wingfoot's obligation for the
purchase of crude oil. Generally, these Guaranties are issued from one year to
unlimited periods. At December 31, 1997, Wingfoot had outstanding letters of
credit of approximately $2,860. Such letters of credit are secured by the
crude inventory and accounts receivable of Wingfoot and are guaranteed by
Goodyear.
 
  In order to receive electrical power service at certain remote locations,
Wingfoot has entered into facilities contracts with several utility companies.
These facilities charges are calculated periodically based upon, among other
factors, actual electricity energy used. Minimum future payments for these
contracts at December 31, 1997 are approximately $760 annually for each of the
next five years.
 
  At December 31, 1997, Wingfoot was not a subject of any significant
litigation, loss contingencies or other claims. Under the terms of the
Agreement, Wingfoot has agreed in certain circumstances to indemnify PAAI,
above a minimum aggregate amount and subject to a limitation, as defined in
the Agreement, for losses arising from future litigation, loss contingencies
and claims relating to events that occurred prior to the closing date.
 
13. SUBSEQUENT EVENTS
 
  Pursuant to the Agreement, Wingfoot is obligated to repay the outstanding
related party debt and accrued interest of certain of its subsidiaries prior
to closing. On June 15, 1998, Goodyear made capital contributions of $866,131
and cash payments of $15,494 for repayments to Wingfoot. Upon receipt of the
$881,625, Wingfoot paid Goodyear $865,219 ($843,269 for repayment of certain
outstanding related party debt and accrued interest at December 31, 1997 and
$21,950 for repayment of related party accrued interest from January 1, 1998
to May 29, 1998) and remitted the remaining $16,406 to Goodyear for payment of
certain other liabilities to be assumed by Goodyear as a result of the
Agreement.
 
                                     F-45

                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Partners of Plains All American Pipeline, L.P.
 
  In our opinion, the accompanying balance sheet presents fairly, in all
material respects, the financial position of Plains All American Pipeline,
L.P. ("the Partnership") at September 17, 1998 (date of formation) in
conformity with generally accepted accounting principles. This financial
statement is the responsibility of the Partnership's management; our
responsibility is to express an opinion on this financial statement based upon
our audit. We conducted our audit of this statement in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for the
opinion expressed above.
 
PRICEWATERHOUSECOOPERS LLP
 
Houston, Texas
September 18, 1998
 
                                     F-46

                       PLAINS ALL AMERICAN PIPELINE, L.P.
 
                                 BALANCE SHEET
 
                     SEPTEMBER 17, 1998 (DATE OF FORMATION)

                                  ASSET
                                  -----
                                                                       
CURRENT ASSET
  Cash................................................................... $1,000
                                                                          ======

                            PARTNERS' EQUITY
                            ----------------
                                                                       
LIMITED PARTNER'S EQUITY................................................. $  990
GENERAL PARTNER'S EQUITY.................................................     10
                                                                          ------
    Total partners' equity............................................... $1,000
                                                                          ======

 
 
        The accompanying note is an integral part of this balance sheet.
 
                                      F-47

                      PLAINS ALL AMERICAN PIPELINE, L.P.
 
                             NOTE TO BALANCE SHEET
 
                    SEPTEMBER 17, 1998 (DATE OF FORMATION)
 
1. THE COMPANY
 
  Plains All American Pipeline, L.P. ("the Partnership") is a Delaware limited
partnership that was formed on September 17, 1998 to acquire, own and operate
the interstate crude oil pipeline assets and operations and the terminalling
and storage and gathering and marketing assets of Plains Resources Inc. and
its subsidiaries. The general partner of the Partnership is Plains All
American Inc.
 
                                     F-48

                                                                      APPENDIX A

                              AMENDED AND RESTATED
 
                        AGREEMENT OF LIMITED PARTNERSHIP
 
                                       OF
 
                       PLAINS ALL AMERICAN PIPELINE, L.P.

                               TABLE OF CONTENTS
 
                                   ARTICLE I
 
                                  DEFINITIONS

                                                                      
 Section 1.1  Definitions................................................   A-1
 Section 1.2  Construction...............................................   A-14

                                   ARTICLE II
 
                                  ORGANIZATION
 
 Section 2.1  Formation..................................................   A-15
 Section 2.2  Name.......................................................   A-15
 Section 2.3  Registered Office; Registered Agent; Principal Office;
               Other Offices.............................................   A-15
 Section 2.4  Purpose and Business.......................................   A-15
 Section 2.5  Powers.....................................................   A-16
 Section 2.6  Power of Attorney..........................................   A-16
 Section 2.7  Term.......................................................   A-17
 Section 2.8  Title to Partnership Assets................................   A-17
 
                                  ARTICLE III
 
                           RIGHTS OF LIMITED PARTNERS
 
 Section 3.1  Limitation of Liability....................................   A-18
 Section 3.2  Management of Business.....................................   A-18
 Section 3.3  Outside Activities of the Limited Partners.................   A-18
 Section 3.4  Rights of Limited Partners.................................   A-18
 
                                   ARTICLE IV
 
 CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF
                             PARTNERSHIP INTERESTS
 
 Section 4.1  Certificates ..............................................   A-19
 Section 4.2  Mutilated, Destroyed, Lost or Stolen Certificates..........   A-19
 Section 4.3  Record Holders.............................................   A-20
 Section 4.4  Transfer Generally.........................................   A-20
 Section 4.5  Registration and Transfer of Limited Partner Interests.....   A-20
 Section 4.6  Transfer of the General Partners General Partner Interest..   A-21
 Section 4.7  Transfer of Incentive Distribution Rights..................   A-22
 Section 4.8  Restrictions on Transfers..................................   A-22
 Section 4.9  Citizenship Certificates; Non-citizen Assignees............   A-22
 Section 4.10 Redemption of Partnership Interests of Non-citizen
               Assignees.................................................   A-23

                                   ARTICLE V
 
          CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

 Section 5.1  Organizational Contributions...............................   A-24
 Section 5.2  Contributions by the General Partner and its Affiliates....   A-24
 Section 5.3  Contributions by Initial Limited Partners and Reimbursement
               of the General Partner....................................   A-24
 Section 5.4  Interest and Withdrawal....................................   A-25
 Section 5.5  Capital Accounts...........................................   A-25
 Section 5.6  Issuances of Additional Partnership Securities.............   A-27
 Section 5.7  Limitations on Issuance of Additional Partnership
               Securities................................................   A-28

                                      A-i

                                                                      
 Section 5.8  Conversion of Subordinated Units............................  A-29
 Section 5.9  Limited Preemptive Right....................................  A-30
 Section 5.10 Splits and Combination......................................  A-30
 Section 5.11 Fully Paid and Non-Assessable Nature of Limited Partner
               Interests..................................................  A-31
 
                                   ARTICLE VI
 
                         ALLOCATIONS AND DISTRIBUTIONS
 
 Section 6.1  Allocations for Capital Account Purposes....................  A-31
 Section 6.2  Allocations for Tax Purposes................................  A-36
 Section 6.3  Requirement and Characterization of Distributions;
               Distributions to Record Holders............................  A-38
 Section 6.4  Distributions of Available Cash from Operating Surplus......  A-39
 Section 6.5  Distributions of Available Cash from Capital Surplus........  A-40
 Section 6.6  Adjustment of Minimum Quarterly Distribution and Target
               Distribution Levels........................................  A-40
 Section 6.7  Special Provisions Relating to the Holders of Subordinated
               Units......................................................  A-40
 Section 6.8  Special Provisions Relating to the Holders of Incentive
               Distribution Rights........................................  A-41
 Section 6.9  Entity-Level Taxation.......................................  A-41
 
                                  ARTICLE VII
 
                      MANAGEMENT AND OPERATION OF BUSINESS
 
 Section 7.1  Management..................................................  A-42
 Section 7.2  Certificate of Limited Partnership..........................  A-43
 Section 7.3  Restrictions on General Partners Authority..................  A-43
 Section 7.4  Reimbursement of the General Partner........................  A-44
 Section 7.5  Outside Activities..........................................  A-45
 Section 7.6  Loans from the General Partner; Loans or Contributions from
               the Partnership; Contracts with Affiliates; Certain
               Restrictions on the General Partner........................  A-46
 Section 7.7  Indemnification.............................................  A-47
 Section 7.8  Liability of Indemnitees....................................  A-48
 Section 7.9  Resolution of Conflicts of Interest.........................  A-48
 Section 7.10 Other Matters Concerning the General Partner................  A-50
 Section 7.11 Purchase or Sale of Partnership Securities..................  A-50
 Section 7.12 Registration Rights of the General Partner and its
               Affiliates.................................................  A-50
 Section 7.13 Reliance by Third Parties...................................  A-52
 
                                  ARTICLE VIII
 
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS
 
 Section 8.1  Records and Accounting......................................  A-52
 Section 8.2  Fiscal Year.................................................  A-53
 Section 8.3  Reports.....................................................  A-53
 
                                   ARTICLE IX
 
                                  TAX MATTERS
 
 Section 9.1  Tax Returns and Information.................................  A-53
 Section 9.2  Tax Elections...............................................  A-53
 Section 9.3  Tax Controversies...........................................  A-53
 Section 9.4  Withholding.................................................  A-54
 
                                   ARTICLE X
 
                             ADMISSION OF PARTNERS
 
 Section 10.1 Admission of Initial Limited Partners.......................  A-54
 Section 10.2 Admission of Substituted Limited Partner....................  A-54

                                      A-ii

                                                                       
 Section 10.3  Admission of Successor General Partner......................   A-55
 Section 10.4  Admission of Additional Limited Partners....................   A-55
               Amendment of Agreement and Certificate of Limited
 Section 10.5   Partnership................................................   A-55

                                   ARTICLE XI
 
                       WITHDRAWAL OR REMOVAL OF PARTNERS

 Section 11.1  Withdrawal of the General Partner...........................   A-55
 Section 11.2  Removal of the General Partner..............................   A-57
 Section 11.3  Interest of Departing Partner and Successor General Partner.   A-57
 Section 11.4  Termination of Subordination Period, Conversion of
                Subordinated Units and Extinguishment of Cumulative Common
                Unit Arrearages............................................   A-58
 Section 11.5  Withdrawal of Limited Partners..............................   A-58

                                  ARTICLE XII
 
                          DISSOLUTION AND LIQUIDATION

 Section 12.1  Dissolution.................................................   A-58
               Continuation of the Business of the Partnership After
 Section 12.2   Dissolution................................................   A-59
 Section 12.3  Liquidator..................................................   A-59
 Section 12.4  Liquidation.................................................   A-60
 Section 12.5  Cancellation of Certificate of Limited Partnership..........   A-60
 Section 12.6  Return of Contributions.....................................   A-60
 Section 12.7  Waiver of Partition.........................................   A-61
 Section 12.8  Capital Account Restoration.................................   A-61

                                  ARTICLE XIII
 
           AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

 Section 13.1  Amendment to be Adopted Solely by the General Partner.......   A-61
 Section 13.2  Amendment Procedures........................................   A-62
 Section 13.3  Amendment Requirements......................................   A-62
 Section 13.4  Special Meetings............................................   A-63
 Section 13.5  Notice of a Meeting.........................................   A-63
 Section 13.6  Record Date.................................................   A-63
 Section 13.7  Adjournment.................................................   A-63
 Section 13.8  Waiver of Notice; Approval of Meeting; Approval of Minutes..   A-64
 Section 13.9  Quorum......................................................   A-64
 Section 13.10 Conduct of a Meeting........................................   A-64
 Section 13.11 Action Without a Meeting....................................   A-64
 Section 13.12 Voting and Other Rights.....................................   A-65

                                  ARTICLE XIV
 
                                     MERGER

 Section 14.1  Authority...................................................   A-65
 Section 14.2  Procedure for Merger or Consolidation.......................   A-66
 Section 14.3  Approval by Limited Partners of Merger or Consolidation.....   A-66
 Section 14.4  Certificate of Merger.......................................   A-67
 Section 14.5  Effect of Merger............................................   A-67

                                   ARTICLE XV
 
                   RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

 Section 15.1  Right to Acquire Limited Partner Interests..................   A-68

                                     A-iii

                                  ARTICLE XVI
 
                               GENERAL PROVISIONS

 Section 16.1  Addresses and Notices.......................................  A-69
 Section 16.2  Further Action..............................................  A-69
 Section 16.3  Binding Effect..............................................  A-70
 Section 16.4  Integration.................................................  A-70
 Section 16.5  Creditor....................................................  A-70
 Section 16.6  Waiver......................................................  A-70
 Section 16.7  Counterparts................................................  A-70
 Section 16.8  Applicable Law..............................................  A-70
 Section 16.9  Invalidity of Provisions....................................  A-70
 Section 16.10 Consent of Partners.........................................  A-71

                                      A-iv

             AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
                                      OF
                      PLAINS ALL AMERICAN PIPELINE, L.P.
 
  THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS ALL
AMERICAN PIPELINE, L.P. dated as of     , 1998, is entered into by and among
Plains All American Inc., a Delaware corporation, as the General Partner, and
Plains Resources Inc., as the Organizational Limited Partner, together with
any other Persons who become Partners in the Partnership or parties hereto as
provided herein. In consideration of the covenants, conditions and agreements
contained herein, the parties hereto hereby agree as follows:
 
                                   ARTICLE I
 
                                  DEFINITIONS
 
Section 1.1 Definitions.
 
  The following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary, applied to the terms used in this
Agreement.
 
    "Acquisition" means any transaction in which any Group Member acquires
  (through an asset acquisition, merger, stock acquisition or other form of
  investment) control over all or a portion of the assets, properties or
  business of another Person for the purpose of increasing the operating
  capacity or revenues of the Partnership Group from the operating capacity
  or revenues of the Partnership Group existing immediately prior to such
  transaction.
 
    "Additional Book Basis" means the portion of any remaining Carrying Value
  of an Adjusted Property that is attributable to positive adjustments made
  to such Carrying Value as a result of Book-Up Events. For purposes of
  determining the extent that Carrying Value constitutes Additional Book
  Basis:
 
      (i) Any negative adjustment made to the Carrying Value of an Adjusted
    Property as a result of either a Book-Down Event or a Book-Up Event
    shall first be deemed to offset or decrease that portion of the
    Carrying Value of such Adjusted Property that is attributable to any
    prior positive adjustments made thereto pursuant to a Book-Up Event or
    Book-Down Event.
 
      (ii) If Carrying Value that constitutes Additional Book Basis is
    reduced as a result of a Book-Down Event and the Carrying Value of
    other property is increased as a result of such Book-Down Event, an
    allocable portion of any such increase in Carrying Value shall be
    treated as Additional Book Basis; provided that the amount treated as
    Additional Book Basis pursuant hereto as a result of such Book-Down
    Event shall not exceed the amount by which the Aggregate Remaining Net
    Positive Adjustments after such Book-Down Event exceeds the remaining
    Additional Book Basis attributable to all of the Partnership's Adjusted
    Property after such Book-Down Event (determined without regard to the
    application of this clause (ii) to such Book-Down Event).
 
    "Additional Book Basis Derivative Items" means any Book Basis Derivative
  Items that are computed with reference to Additional Book Basis. To the
  extent that the Additional Book Basis attributable to all of the
  Partnership's Adjusted Property as of the beginning of any taxable period
  exceeds the Aggregate Remaining Net Positive Adjustments as of the
  beginning of such period (the "Excess Additional Book Basis"), the
  Additional Book Basis Derivative Items for such period shall be reduced by
  the amount that bears the same ratio to the amount of Additional Book Basis
  Derivative Items determined without regard to this sentence as the Excess
  Additional Book Basis bears to the Additional Book Basis as of the
  beginning of such period.
 
    "Additional Limited Partner" means a Person admitted to the Partnership
  as a Limited Partner pursuant to Section 10.4 and who is shown as such on
  the books and records of the Partnership.
 
                                      A-1

    "Adjusted Capital Account" means the Capital Account maintained for each
  Partner as of the end of each fiscal year of the Partnership, (a) increased
  by any amounts that such Partner is obligated to restore under the
  standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is
  deemed obligated to restore under Treasury Regulation Sections 1.704-2(g)
  and 1.704-2(i)(5)) and (b) decreased by (i) the amount of all losses and
  deductions that, as of the end of such fiscal year, are reasonably expected
  to be allocated to such Partner in subsequent years under Sections
  704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751-
  1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end
  of such fiscal year, are reasonably expected to be made to such Partner in
  subsequent years in accordance with the terms of this Agreement or
  otherwise to the extent they exceed offsetting increases to such Partner's
  Capital Account that are reasonably expected to occur during (or prior to)
  the year in which such distributions are reasonably expected to be made
  (other than increases as a result of a minimum gain chargeback pursuant to
  Section 6.1(d)(i) or 6.1(d)(ii)). The foregoing definition of Adjusted
  Capital Account is intended to comply with the provisions of Treasury
  Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
  consistently therewith. The "Adjusted Capital Account" of a Partner in
  respect of a General Partner Interest, a Common Unit, a Subordinated Unit
  or an Incentive Distribution Right or any other specified interest in the
  Partnership shall be the amount which such Adjusted Capital Account would
  be if such General Partner Interest, Common Unit, Subordinated Unit,
  Incentive Distribution Right or other interest in the Partnership were the
  only interest in the Partnership held by a Partner from and after the date
  on which such General Partner Interest, Common Unit, Subordinated Unit,
  Incentive Distribution Right or other interest was first issued.
 
    "Adjusted Operating Surplus" means, with respect to any period, Operating
  Surplus generated during such period (a) less (i) any net increase in
  working capital borrowings during such period and (ii) any net reduction in
  cash reserves for Operating Expenditures during such period not relating to
  an Operating Expenditure made during such period, and (b) plus (i) any net
  decrease in working capital borrowings during such period and (ii) any net
  increase in cash reserves for Operating Expenditures during such period
  required by any debt instrument for the repayment of principal, interest or
  premium. Adjusted Operating Surplus does not include that portion of
  Operating Surplus included in clause (a)(i) of the definition of Operating
  Surplus.
 
    "Adjusted Property" means any property the Carrying Value of which has
  been adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii). Once an Adjusted
  Property is deemed contributed to a new partnership in exchange for an
  interest in the new partnership, followed by a deemed liquidation of the
  Partnership for federal income tax purposes upon a termination of the
  Partnership pursuant to Treasury Regulation Section 1.708-(b)(1)(iv), such
  property shall thereafter constitute a Contributed Property until the
  Carrying Value of such property is subsequently adjusted pursuant to
  Section 5.5(d)(i) or 5.5(d)(ii).
 
    "Affiliate" means, with respect to any Person, any other Person that
  directly or indirectly through one or more intermediaries controls, is
  controlled by or is under common control with, the Person in question. As
  used herein, the term "control" means the possession, direct or indirect,
  of the power to direct or cause the direction of the management and
  policies of a Person, whether through ownership of voting securities, by
  contract or otherwise.
 
    "Aggregate Remaining Net Positive Adjustments" means, as of the end of
  any taxable period, the sum of the Remaining Net Positive Adjustments of
  all the Partners.
 
    "Agreed Allocation" means any allocation, other than a Required
  Allocation, of an item of income, gain, loss or deduction pursuant to the
  provisions of Section 6.1, including, without limitation, a Curative
  Allocation (if appropriate to the context in which the term "Agreed
  Allocation" is used).
 
    "Agreed Value" of any Contributed Property means the fair market value of
  such property or other consideration at the time of contribution as
  determined by the General Partner using such reasonable method of valuation
  as it may adopt. The General Partner shall, in its discretion, use such
  method as it deems reasonable and appropriate to allocate the aggregate
  Agreed Value of Contributed Properties contributed to the Partnership in a
  single or integrated transaction among each separate property on a basis
  proportional to the fair market value of each Contributed Property.
 
                                      A-2

    "Agreement" means this Amended and Restated Agreement of Limited
  Partnership of Plains All American Pipeline, L.P., as it may be amended,
  supplemented or restated from time to time.
 
    "Assignee" means a Non-citizen Assignee or a Person to whom one or more
  Limited Partner Interests have been transferred in a manner permitted under
  this Agreement and who has executed and delivered a Transfer Application as
  required by this Agreement, but who has not been admitted as a Substituted
  Limited Partner.
 
    "Associate" means, when used to indicate a relationship with any Person,
  (a) any corporation or organization of which such Person is a director,
  officer or partner or is, directly or indirectly, the owner of 20% or more
  of any class of voting stock or other voting interest; (b) any trust or
  other estate in which such Person has at least a 20% beneficial interest or
  as to which such Person serves as trustee or in a similar fiduciary
  capacity; and (c) any relative or spouse of such Person, or any relative of
  such spouse, who has the same principal residence as such Person.
 
    "Available Cash" means, with respect to any Quarter ending prior to the
  Liquidation Date,
 
      (a) the sum of (i) all cash and cash equivalents of the Partnership
    Group on hand at the end of such Quarter, and (ii) all additional cash
    and cash equivalents of the Partnership Group on hand on the date of
    determination of Available Cash with respect to such Quarter resulting
    from borrowings for working capital purposes made subsequent to the end
    of such Quarter, less
 
      (b) the amount of any cash reserves that is necessary or appropriate
    in the reasonable discretion of the General Partner to (i) provide for
    the proper conduct of the business of the Partnership Group (including
    reserves for future capital expenditures and for anticipated future
    credit needs of the Partnership Group) subsequent to such Quarter, (ii)
    comply with applicable law or any loan agreement, security agreement,
    mortgage, debt instrument or other agreement or obligation to which any
    Group Member is a party or by which it is bound or its assets are
    subject or (iii) provide funds for distributions under Section 6.4 or
    6.5 in respect of any one or more of the next four Quarters; provided,
    however, that the General Partner may not establish cash reserves
    pursuant to (iii) above if the effect of such reserves would be that
    the Partnership is unable to distribute the Minimum Quarterly
    Distribution on all Common Units with respect to such Quarter; and,
    provided further, that disbursements made by a Group Member or cash
    reserves established, increased or reduced after the end of such
    Quarter but on or before the date of determination of Available Cash
    with respect to such Quarter shall be deemed to have been made,
    established, increased or reduced, for purposes of determining
    Available Cash, within such Quarter if the General Partner so
    determines.
 
    Notwithstanding the foregoing, "Available Cash" with respect to the
  Quarter in which the Liquidation Date occurs and any subsequent Quarter
  shall equal zero.
 
    "Book Basis Derivative Items" means any item of income, deduction, gain
  or loss included in the determination of Net Income or Net Loss that is
  computed with reference to the Carrying Value of an Adjusted Property
  (e.g., depreciation, depletion, or gain or loss with respect to an Adjusted
  Property).

    "Book-Down Event" means an event which triggers a negative adjustment to
  the Capital Accounts of the Partners pursuant to Section 5.5(d).
 
    "Book-Tax Disparity" means with respect to any item of Contributed
  Property or Adjusted Property, as of the date of any determination, the
  difference between the Carrying Value of such Contributed Property or
  Adjusted Property and the adjusted basis thereof for federal income tax
  purposes as of such date. A Partner's share of the Partnerships Book-Tax
  Disparities in all of its Contributed Property and Adjusted Property will
  be reflected by the difference between such Partner's Capital Account
  balance as maintained pursuant to Section 5.5 and the hypothetical balance
  of such Partner's Capital Account computed as if it had been maintained
  strictly in accordance with federal income tax accounting principles.
 
                                      A-3

    "Book-Up Event" means an event which triggers a positive adjustment to
  the Capital Accounts of the Partners pursuant to Section 5.5(d).
 
    "Business Day" means Monday through Friday of each week, except that a
  legal holiday recognized as such by the government of the United States of
  America or the state of Texas shall not be regarded as a Business Day.
 
    "Capital Account" means the capital account maintained for a Partner
  pursuant to Section 5.5. The "Capital Account" of a Partner in respect of a
  General Partner Interest, a Common Unit, a Subordinated Unit, an Incentive
  Distribution Right or any other Partnership Interest shall be the amount
  which such Capital Account would be if such General Partner Interest,
  Common Unit, Subordinated Unit, Incentive Distribution Right, or other
  Partnership Interest were the only interest in the Partnership held by a
  Partner from and after the date on which such General Partner Interest,
  Common Unit, Subordinated Unit, Incentive Distribution Right or other
  Partnership Interest was first issued.
 
    "Capital Contribution" means any cash, cash equivalents or the Net Agreed
  Value of Contributed Property that a Partner contributes to the Partnership
  pursuant to this Agreement.
 
    "Capital Improvement" means any (a) addition or improvement to the
  capital assets owned by any Group Member or (b) acquisition of existing, or
  the construction of new, capital assets (including, without limitation,
  [DESCRIBE SPECIFIC GROUPS OF ASSETS, IF ANY]), in each case made to
  increase the operating capacity or revenues of the Partnership Group from
  the operating capacity or revenues of the Partnership Group existing
  immediately prior to such addition, improvement, acquisition or
  construction.
 
    "Capital Surplus" has the meaning assigned to such term in Section
  6.3(a).
 
    "Carrying Value" means (a) with respect to a Contributed Property, the
  Agreed Value of such property reduced (but not below zero) by all
  depreciation, amortization and cost recovery deductions charged to the
  Partner's and Assignee's Capital Accounts in respect of such Contributed
  Property, and (b) with respect to any other Partnership property, the
  adjusted basis of such property for federal income tax purposes, all as of
  the time of determination. The Carrying Value of any property shall be
  adjusted from time to time in accordance with Sections 5.5(d)(i) and
  5.5(d)(ii) and to reflect changes, additions or other adjustments to the
  Carrying Value for dispositions and acquisitions of Partnership properties,
  as deemed appropriate by the General Partner.
 
    "Cause" means a court of competent jurisdiction has entered a final, non-
  appealable judgment finding the General Partner liable for actual fraud,
  gross negligence or willful or wanton misconduct in its capacity as general
  partner of the Partnership.
 
    "Certificate" means a certificate, substantially in the form of Exhibit A
  to this Agreement or in such other form as may be adopted by the General
  Partner in its discretion, issued by the Partnership evidencing ownership
  of one or more Common Units or a certificate, in such form as may be
  adopted by the General Partner in its discretion, issued by the Partnership
  evidencing ownership of one or more other Partnership Securities.
 
    "Certificate of Limited Partnership" means the Certificate of Limited
  Partnership of the Partnership filed with the Secretary of State of the
  State of Delaware as referenced in Section 2.1, as such Certificate of
  Limited Partnership may be amended, supplemented or restated from time to
  time.
 
    "Citizenship Certification" means a properly completed certificate in
  such form as may be specified by the General Partner by which an Assignee
  or a Limited Partner certifies that he (and if he is a nominee holding for
  the account of another Person, that to the best of his knowledge such other
  Person) is an Eligible Citizen.
 
    "Claim" has the meaning assigned to such term in Section 7.12(c).
 
    "Closing Date" means the first date on which Common Units are sold by the
  Partnership to the Underwriters pursuant to the provisions of the
  Underwriting Agreement.

                                      A-4

    "Closing Price" has the meaning assigned to such term in Section 15.1(a).
 
    "Code" means the Internal Revenue Code of 1986, as amended and in effect
  from time to time. Any reference herein to a specific section or sections
  of the Code shall be deemed to include a reference to any corresponding
  provision of successor law.
 
    "Combined Interest" has the meaning assigned to such term in Section
  11.3(a).
 
    "Commission" means the United States Securities and Exchange Commission.
 
    "Common Unit" means a Partnership Security representing a fractional part
  of the Partnership Interests of all Limited Partners and Assignees and of
  the General Partner (exclusive of its interest as a holder of the General
  Partner Interest and Incentive Distribution Rights) and having the rights
  and obligations specified with respect to Common Units in this Agreement.
  The term "Common Unit" does not refer to a Subordinated Unit prior to its
  conversion into a Common Unit pursuant to the terms hereof.
 
    "Common Unit Arrearage" means, with respect to any Common Unit, whenever
  issued, as to any Quarter within the Subordination Period, the excess, if
  any, of (a) the Minimum Quarterly Distribution with respect to a Common
  Unit in respect of such Quarter over (b) the sum of all Available Cash
  distributed with respect to a Common Unit in respect of such Quarter
  pursuant to Section 6.4(a)(i).
 
    "Conflicts Committee" means a committee of the Board of Directors of the
  General Partner composed entirely of two or more directors who are neither
  shareholders, officers nor employees of the General Partner nor officers,
  directors or employees of any Affiliate of the General Partner.
 
    "Contributed Property" means each property or other asset, in such form
  as may be permitted by the Delaware Act, but excluding cash, contributed to
  the Partnership (or deemed contributed to a new partnership on termination
  of the Partnership pursuant to Section 708 of the Code). Once the Carrying
  Value of a Contributed Property is adjusted pursuant to Section 5.5(d),
  such property shall no longer constitute a Contributed Property, but shall
  be deemed an Adjusted Property.
 
    "Contribution and Conveyance Agreement" means that certain Contribution,
  Conveyance and Assumption Agreement, dated as of the Closing Date, among
  the General Partner, the Plains Midstream Subsidiaries, the Partnership,
  the Operating Partnership and certain other parties, together with the
  additional conveyance documents and instruments contemplated or referenced
  thereunder.
 
    "Cumulative Common Unit Arrearage" means, with respect to any Common
  Unit, whenever issued, and as of the end of any Quarter, the excess, if
  any, of (a) the sum resulting from adding together the Common Unit
  Arrearage as to an Initial Common Unit for each of the Quarters within the
  Subordination Period ending on or before the last day of such Quarter over
  (b) the sum of any distributions theretofore made pursuant to Section
  6.4(a)(ii) and the second sentence of Section 6.5 with respect to an
  Initial Common Unit (including any distributions to be made in respect of
  the last of such Quarters).
 
    "Curative Allocation" means any allocation of an item of income, gain,
  deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).
 
    "Current Market Price" has the meaning assigned to such term in Section
  15.1(a).
 
    "Delaware Act" means the Delaware Revised Uniform Limited Partnership
  Act, 6 Del C. (S) 17-101, et seq., as amended, supplemented or restated
  from time to time, and any successor to such statute.
 
    "Departing Partner" means a former General Partner from and after the
  effective date of any withdrawal or removal of such former General Partner
  pursuant to Section 11.1 or 11.2.
 
    "Economic Risk of Loss" has the meaning set forth in Treasury Regulation
  Section 1.752-2(a).
 
    "Eligible Citizen" means a Person qualified to own interests in real
  property in jurisdictions in which any Group Member does business or
  proposes to do business from time to time, and whose status as a
 
                                      A-5

  Limited Partner or Assignee does not or would not subject such Group Member
  to a significant risk of cancellation or forfeiture of any of its
  properties or any interest therein.
 
    "Event of Withdrawal" has the meaning assigned to such term in Section
  11.1(a).
 
    "Final Subordinated Units" has the meaning assigned to such term in
  Section 6.1(d)(x).
 
    "First Liquidation Target Amount" has the meaning assigned to such term
  in Section 6.1(c)(i)(D).
 
    "First Target Distribution" means $.495 per Unit per Quarter (or, with
  respect to the period commencing on the Closing Date and ending on December
  31, 1998, it means the product of $.495 multiplied by a fraction of which
  the numerator is the number of days in such period, and of which the
  denominator is 91), subject to adjustment in accordance with Sections 6.6
  and 6.9.
 
    "General Partner" means Plains All American Inc. and its predecessors,
  successors and permitted assigns as general partner of the Partnership.
 
    "General Partner Interest" means the ownership interest of the General
  Partner in the Partnership (in its capacity as a general partner without
  reference to any Limited Partner Interest held by it) which may be
  evidenced by Partnership Securities or a combination thereof or interest
  therein, and includes any and all benefits to which the General Partner is
  entitled as provided in this Agreement, together with all obligations of
  the General Partner to comply with the terms and provisions of this
  Agreement.
 
    "Group" means a Person that with or through any of its Affiliates or
  Associates has any agreement, arrangement or understanding for the purpose
  of acquiring, holding, voting (except voting pursuant to a revocable proxy
  or consent given to such Person in response to a proxy or consent
  solicitation made to 10 or more Persons) or disposing of any Partnership
  Securities with any other Person that beneficially owns, or whose
  Affiliates or Associates beneficially own, directly or indirectly,
  Partnership Securities.
 
    "Group Member" means a member of the Partnership Group.
 
    "Holder" as used in Section 7.12, has the meaning assigned to such term
  in Section 7.12(a).
 
    "Incentive Distribution Right" means a non-voting Limited Partner
  Interest issued to the General Partner in connection with the transfer of
  substantially all of its general partner interest in the Operating
  Partnership to the Partnership pursuant to Section 5.2, which Partnership
  Interest will confer upon the holder thereof only the rights and
  obligations specifically provided in this Agreement with respect to
  Incentive Distribution Rights (and no other rights otherwise available to
  or other obligations of a holder of a Partnership Interest).
  Notwithstanding anything in this Agreement to the contrary, the holder of
  an Incentive Distribution Right shall not be entitled to vote such
  Incentive Distribution Right on any Partnership matter except as may
  otherwise be required by law.
 
    "Incentive Distributions" means any amount of cash distributed to the
  holders of the Incentive Distribution Rights pursuant to Sections
  6.4(a)(iv), (v) and (vi) and 6.4(b)(ii), (iii) and (iv).
 
    "Indemnified Persons" has the meaning assigned to such term in Section
  7.12(c).
 
    "Indemnitee" means (a) the General Partner, any Departing Partner and any
  Person who is or was an Affiliate of the General Partner or any Departing
  Partner, (b) any Person who is or was a director, officer, employee, agent
  or trustee of a Group Member, (c) any Person who is or was an officer,
  member, partner, director, employee, agent or trustee of the General
  Partner or any Departing Partner or any Affiliate of the General Partner or
  any Departing Partner, or any Affiliate of any such Person and (d) any
  Person who is or was serving at the request of the General Partner or any
  Departing Partner or any such Affiliate as a director, officer, employee,
  member, partner, agent, fiduciary or trustee of another Person; provided,
  that a Person shall not be an Indemnitee by reason of providing, on a fee-
  for-services basis, trustee, fiduciary or custodial services.
 
    "Initial Common Units" means the Common Units sold in the Initial
  Offering.
 
                                      A-6

    "Initial Limited Partners" means the General Partner (with respect to the
  Common Units, Subordinated Units and the Incentive Distribution Rights
  received by it pursuant to Section 5.2) and the Underwriters, in each case
  upon being admitted to the Partnership in accordance with Section 10.1.
 
    "Initial Offering" means the initial offering and sale of Common Units to
  the public, as described in the Registration Statement.
 
    "Initial Unit Price" means (a) with respect to the Common Units and the
  Subordinated Units, the initial public offering price per Common Unit at
  which the Underwriters offered the Common Units to the public for sale as
  set forth on the cover page of the prospectus included as part of the
  Registration Statement and first issued at or after the time the
  Registration Statement first became effective or (b) with respect to any
  other class or series of Units, the price per Unit at which such class or
  series of Units is initially sold by the Partnership, as determined by the
  General Partner, in each case adjusted as the General Partner determines to
  be appropriate to give effect to any distribution, subdivision or
  combination of Units.
 
    "Interim Capital Transactions" means the following transactions if they
  occur prior to the Liquidation Date: (a) borrowings, refinancings or
  refundings of indebtedness and sales of debt securities (other than for
  working capital purposes and other than for items purchased on open account
  in the ordinary course of business) by any Group Member; (b) sales of
  equity interests by any Group Member; and (c) sales or other voluntary or
  involuntary dispositions of any assets of any Group Member other than (x)
  sales or other dispositions of inventory in the ordinary course of
  business, (y) sales or other dispositions of other current assets,
  including receivables and accounts in the ordinary course of business, and
  (z) sales or other dispositions of assets as part of normal retirements or
  replacements.
 
    "Issue Price" means the price at which a Unit is purchased from the
  Partnership, after taking into account any sales commission or underwriting
  discount charged to the Partnership.
 
    "Limited Partner" means, unless the context otherwise requires, (a) the
  Organizational Limited Partner prior to its withdrawal from the
  Partnership, each Initial Limited Partner, each Substituted Limited
  Partner, each Additional Limited Partner and any Partner upon the change of
  its status from General Partner to Limited Partner pursuant to Section 11.3
  or (b) solely for purposes of Articles V, VI, VII and IX and Sections 12.3
  and 12.4, each Assignee; provided, however, that when the term "Limited
  Partner" is used herein in the context of any vote or other approval,
  including without limitation Articles XIII and XIV, such term shall not,
  solely for such purpose, include any holder of an Incentive Distribution
  Right except as may otherwise be required by law.
 
    "Limited Partner Interest" means the ownership interest of a Limited
  Partner or Assignee in the Partnership, which may be evidenced by Common
  Units, Subordinated Units, Incentive Distribution Rights or other
  Partnership Securities or a combination thereof or interest therein, and
  includes any and all benefits to which such Limited Partner or Assignee is
  entitled as provided in this Agreement, together with all obligations of
  such Limited Partner or Assignee to comply with the terms and provisions of
  this Agreement; provided, however, that when the term "Limited Partner
  Interest" is used herein in the context of any vote or other approval,
  including without limitation Articles XIII and XIV, such term shall not,
  solely for such purpose, include any holder of an Incentive Distribution
  Right except as may otherwise be required by law.
 
    "Liquidation Date" means (a) in the case of an event giving rise to the
  dissolution of the Partnership of the type described in clauses (a) and (b)
  of the first sentence of Section 12.2, the date on which the applicable
  time period during which the holders of Outstanding Units have the right to
  elect to reconstitute the Partnership and continue its business has expired
  without such an election being made, and (b) in the case of any other event
  giving rise to the dissolution of the Partnership, the date on which such
  event occurs.
 
    "Liquidator" means one or more Persons selected by the General Partner to
  perform the functions described in Section 12.3 as liquidating trustee of
  the Partnership within the meaning of the Delaware Act.
 
    "Merger Agreement" has the meaning assigned to such term in Section 14.1.
 
                                      A-7

    "Minimum Quarterly Distribution" means $0.45 per Unit per Quarter (or
  with respect to the period commencing on the Closing Date and ending on
  December 31, 1998, it means the product of $0.45 multiplied by a fraction
  of which the numerator is the number of days in such period and of which
  the denominator is 91), subject to adjustment in accordance with Sections
  6.6 and 6.9.
 
    "National Securities Exchange" means an exchange registered with the
  Commission under Section 6(a) of the Securities Exchange Act of 1934, as
  amended, supplemented or restated from time to time, and any successor to
  such statute, or the Nasdaq Stock Market or any successor thereto.
 
    "Net Agreed Value" means, (a) in the case of any Contributed Property,
  the Agreed Value of such property reduced by any liabilities either assumed
  by the Partnership upon such contribution or to which such property is
  subject when contributed, and (b) in the case of any property distributed
  to a Partner or Assignee by the Partnership, the Partnership's Carrying
  Value of such property (as adjusted pursuant to Section 5.5(d)(ii)) at the
  time such property is distributed, reduced by any indebtedness either
  assumed by such Partner or Assignee upon such distribution or to which such
  property is subject at the time of distribution, in either case, as
  determined under Section 752 of the Code.
 
    "Net Income" means, for any taxable year, the excess, if any, of the
  Partnership's items of income and gain (other than those items taken into
  account in the computation of Net Termination Gain or Net Termination Loss)
  for such taxable year over the Partnership's items of loss and deduction
  (other than those items taken into account in the computation of Net
  Termination Gain or Net Termination Loss) for such taxable year. The items
  included in the calculation of Net Income shall be determined in accordance
  with Section 5.5(b) and shall not include any items specially allocated
  under Section 6.1(d); provided that the determination of the items that
  have been specially allocated under Section 6.1(d) shall be made as if
  Section 6.1(d)(xii) were not in this Agreement.
 
    "Net Loss" means, for any taxable year, the excess, if any, of the
  Partnerships items of loss and deduction (other than those items taken into
  account in the computation of Net Termination Gain or Net Termination Loss)
  for such taxable year over the Partnerships items of income and gain (other
  than those items taken into account in the computation of Net Termination
  Gain or Net Termination Loss) for such taxable year. The items included in
  the calculation of Net Loss shall be determined in accordance with Section
  5.5(b) and shall not include any items specially allocated under Section
  6.1(d); provided that the determination of the items that have been
  specially allocated under Section 6.1(d) shall be made as if Section
  6.1(d)(xii) were not in this Agreement.
 
    "Net Positive Adjustments" means, with respect to any Partner, the
  excess, if any, of the total positive adjustments over the total negative
  adjustments made to the Capital Account of such Partner pursuant to Book-Up
  Events and Book-Down Events.
 
    "Net Termination Gain" means, for any taxable year, the sum, if positive,
  of all items of income, gain, loss or deduction recognized by the
  Partnership after the Liquidation Date. The items included in the
  determination of Net Termination Gain shall be determined in accordance
  with Section 5.5(b) and shall not include any items of income, gain or loss
  specially allocated under Section 6.1(d).
 
    "Net Termination Loss" means, for any taxable year, the sum, if negative,
  of all items of income, gain, loss or deduction recognized by the
  Partnership after the Liquidation Date. The items included in the
  determination of Net Termination Loss shall be determined in accordance
  with Section 5.5(b) and shall not include any items of income, gain or loss
  specially allocated under Section 6.1(d).
 
    "Non-citizen Assignee" means a Person whom the General Partner has
  determined in its discretion does not constitute an Eligible Citizen and as
  to whose Partnership Interest the General Partner has become the
  Substituted Limited Partner, pursuant to Section 4.9.
 
    "Nonrecourse Built-in Gain" means with respect to any Contributed
  Properties or Adjusted Properties that are subject to a mortgage or pledge
  securing a Nonrecourse Liability, the amount of any taxable gain
 
                                      A-8

  that would be allocated to the Partners pursuant to Sections 6.2(b)(i)(A),
  6.2(b)(ii)(A) and 6.2(b)(iii) if such properties were disposed of in a
  taxable transaction in full satisfaction of such liabilities and for no
  other consideration.
 
    "Nonrecourse Deductions" means any and all items of loss, deduction or
  expenditures (described in Section 705(a)(2)(B) of the Code) that, in
  accordance with the principles of Treasury Regulation Section 1.704-2(b),
  are attributable to a Nonrecourse Liability.
 
    "Nonrecourse Liability" has the meaning set forth in Treasury Regulation
  Section 1.752-1(a)(2).
 
    "Notice of Election to Purchase" has the meaning assigned to such term in
  Section 15.1(b) hereof.
 
    "Operating Expenditures" means all Partnership Group expenditures,
  including, but not limited to, taxes, reimbursements of the General
  Partner, debt service payments, and capital expenditures, subject to the
  following:
 
      (a) Payments (including prepayments) of principal of and premium on
    indebtedness shall not be an Operating Expenditure if the payment is
    (i) required in connection with the sale or other disposition of assets
    or (ii) made in connection with the refinancing or refunding of
    indebtedness with the proceeds from new indebtedness or from the sale
    of equity interests. For purposes of the foregoing, at the election and
    in the reasonable discretion of the General Partner, any payment of
    principal or premium shall be deemed to be refunded or refinanced by
    any indebtedness incurred or to be incurred by the Partnership Group
    within 180 days before or after such payment to the extent of the
    principal amount of such indebtedness.
 
      (b) Operating Expenditures shall not include (i) capital expenditures
    made for Acquisitions or for Capital Improvements, (ii) payment of
    transaction expenses relating to Interim Capital Transactions or (iii)
    distributions to Partners. Where capital expenditures are made in part
    for Acquisitions or for Capital Improvements and in part for other
    purposes, the General Partners good faith allocation between the
    amounts paid for each shall be conclusive.
 
    "Operating Partnership" means Plains Operating, L.P., a Delaware limited
  partnership, All American, L.P., a Delaware limited partnership, and any
  successors thereto.
 
    "Operating Partnership Agreement" means the Amended and Restated
  Agreement of Limited Partnership of each Operating Partnership, as they may
  be amended, supplemented or restated from time to time.
 
    "Operating Surplus" means, with respect to any period ending prior to the
  Liquidation Date, on a cumulative basis and without duplication,
 
      (a) the sum of (i) $25 million plus all cash and cash equivalents of
    the Partnership Group on hand as of the close of business on the
    Closing Date, (ii) all cash receipts of the Partnership Group for the
    period beginning on the Closing Date and ending with the last day of
    such period, other than cash receipts from Interim Capital Transactions
    (except to the extent specified in Section 6.5) and (iii) all cash
    receipts of the Partnership Group after the end of such period but on
    or before the date of determination of Operating Surplus with respect
    to such period resulting from borrowings for working capital purposes,
    less
 
      (b) the sum of (i) Operating Expenditures for the period beginning on
    the Closing Date and ending with the last day of such period and (ii)
    the amount of cash reserves that is necessary or advisable in the
    reasonable discretion of the General Partner to provide funds for
    future Operating Expenditures, provided, however, that disbursements
    made (including contributions to a Group Member or disbursements on
    behalf of a Group Member) or cash reserves established, increased or
    reduced after the end of such period but on or before the date of
    determination of Available Cash with respect to such period shall be
    deemed to have been made, established, increased or reduced, for
    purposes of determining Operating Surplus, within such period if the
    General Partner so determines.
 
                                      A-9

    Notwithstanding the foregoing, "Operating Surplus" with respect to the
  Quarter in which the Liquidation Date occurs and any subsequent Quarter
  shall equal zero.
 
    "Opinion of Counsel" means a written opinion of counsel (who may be
  regular counsel to the Partnership or the General Partner or any of its
  Affiliates) acceptable to the General Partner in its reasonable discretion.
 
    "Organizational Limited Partner" means Plains Resources Inc. in its
  capacity as the organizational limited partner of the Partnership pursuant
  to this Agreement.
 
    "Outstanding" means, with respect to Partnership Securities, all
  Partnership Securities that are issued by the Partnership and reflected as
  outstanding on the Partnerships books and records as of the date of
  determination; provided, however, that if at any time any Person or Group
  (other than the General Partner or its Affiliates) beneficially owns 20% or
  more of any Outstanding Partnership Securities of any class then
  Outstanding, all Partnership Securities owned by such Person or Group shall
  not be voted on any matter and shall not be considered to be Outstanding
  when sending notices of a meeting of Limited Partners to vote on any matter
  (unless otherwise required by law), calculating required votes, determining
  the presence of a quorum or for other similar purposes under this
  Agreement, except that Common Units so owned shall be considered to be
  Outstanding for purposes of Section 11.1(b)(iv) (such Common Units shall
  not, however, be treated as a separate class of Partnership Securities for
  purposes of this Agreement).
 
    "Over-Allotment Option" means the over-allotment option granted to the
  Underwriters by the Partnership pursuant to the Underwriting Agreement.
 
    "Parity Units" means Common Units and all other Units having rights to
  distributions or in liquidation ranking on a parity with the Common Units.
 
    "Partner Nonrecourse Debt" has the meaning set forth in Treasury
  Regulation Section 1.704-2(b)(4).
 
    "Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in
  Treasury Regulation Section 1.704-2(i)(2).
 
    "Partner Nonrecourse Deductions" means any and all items of loss,
  deduction or expenditure (including, without limitation, any expenditure
  described in Section 705(a)(2)(B) of the Code) that, in accordance with the
  principles of Treasury Regulation Section 1.704-2(i), are attributable to a
  Partner Nonrecourse Debt.
 
    "Partners" means the General Partner, the Limited Partners and the
  holders of Common Units, Subordinated Units and Incentive Distribution
  Rights.
 
    "Partnership" means Plains All American Pipeline, L.P., a Delaware
  limited partnership, and any successors thereto.
 
    "Partnership Group" means the Partnership, the Operating Partnership and
  any Subsidiary of either such entity, treated as a single consolidated
  entity.
 
    "Partnership Interest" means an interest in the Partnership, which shall
  include the General Partner Interest and Limited Partnership Interests.
 
    "Partnership Minimum Gain" means that amount determined in accordance
  with the principles of Treasury Regulation Section 1.704-2(d).
 
    "Partnership Security" means any class or series of equity interest in
  the Partnership (but excluding any options, rights, warrants and
  appreciation rights relating to an equity interest in the Partnership),
  including without limitation, Common Units, Subordinated Units and
  Incentive Distribution Rights.
 
    "Percentage Interest" means as of any date of determination (a) as to the
  General Partner (with respect to its General Partner Interest), an
  aggregate 1.0%, (b) as to any Unitholder or Assignee holding Units, the
  product obtained by multiplying (i) 99% less the percentage applicable to
  paragraph (c) by (ii) the quotient
  obtained by dividing (A) the number of Units held by such Unitholder or
  Assignee by (B) the total number
 
                                     A-10

  of all Outstanding Units, and (c) as to the holders of additional
  Partnership Securities issued by the Partnership in accordance with Section
  5.6, the percentage established as a part of such issuance. The Percentage
  Interest with respect to an Incentive Distribution Right shall at all times
  be zero.
 
    "Person" means an individual or a corporation, limited liability company,
  partnership, joint venture, trust, unincorporated organization,
  association, government agency or political subdivision thereof or other
  entity.
 
    "Per Unit Capital Amount" means, as of any date of determination, the
  Capital Account, stated on a per Unit basis, underlying any Unit held by a
  Person other than the General Partner or any Affiliate of the General
  Partner who holds Units.
 
    "Pro Rata" means (a) when modifying Units or any class thereof,
  apportioned equally among all designated Units in accordance with their
  relative Percentage Interests, (b) when modifying Partners and Assignees,
  apportioned among all Partners and Assignees in accordance with their
  relative Percentage Interests and (c) when modifying holders of Incentive
  Distribution Rights, apportioned equally among all holders of Incentive
  Distribution Rights in accordance with the relative number of Incentive
  Distribution Rights held by each such holder.
 
    "Purchase Date" means the date determined by the General Partner as the
  date for purchase of all Outstanding Units (other than Units owned by the
  General Partner and its Affiliates) pursuant toArticle XV.
 
    "Quarter" means, unless the context requires otherwise, a fiscal quarter
  of the Partnership.
 
    "Recapture Income" means any gain recognized by the Partnership (computed
  without regard to any adjustment required by Sections 734 or 743 of the
  Code) upon the disposition of any property or asset of the Partnership,
  which gain is characterized as ordinary income because it represents the
  recapture of deductions previously taken with respect to such property or
  asset.
 
    "Record Date" means the date established by the General Partner for
  determining (a) the identity of the Record Holders entitled to notice of,
  or to vote at, any meeting of Limited Partners or entitled to vote by
  ballot or give approval of Partnership action in writing without a meeting
  or entitled to exercise rights in respect of any lawful action of Limited
  Partners or (b) the identity of Record Holders entitled to receive any
  report or distribution or to participate in any offer.
 
    "Record Holder" means the Person in whose name a Common Unit is
  registered on the books of the Transfer Agent as of the opening of business
  on a particular Business Day, or with respect to other Partnership
  Securities, the Person in whose name any such other Partnership Security is
  registered on the books which the General Partner has caused to be kept as
  of the opening of business on such Business Day.
 
    "Redeemable Interests" means any Partnership Interests for which a
  redemption notice has been given, and has not been withdrawn, pursuant to
  Section 4.10.
 
    "Registration Statement" means the Registration Statement on Form S-1
  (Registration No. 333-     ) as it has been or as it may be amended or
  supplemented from time to time, filed by the Partnership with the
  Commission under the Securities Act to register the offering and sale of
  the Common Units in the Initial Offering.
 
    "Remaining Net Positive Adjustments" means as of the end of any taxable
  period, (i) with respect to the Unitholders holding Common Units or
  Subordinated Units, the excess of (a) the Net Positive Adjustments of the
  Unitholders holding Common Units or Subordinated Units as of the end of
  such period over (b) the sum of those Partners' Share of Additional Book
  Basis Derivative Items for each prior taxable period, (ii) with respect to
  the General Partner (as holder of the General Partner Interest), the excess
  of (a) the Net Positive Adjustments of the General Partner as of the end of
  such period over (b) the sum of the General Partner's Share of Additional
  Book Basis Derivative Items with respect to the General Partner Interest
  for each prior taxable period, and (iii) with respect to the holders of
  Incentive Distribution Rights,
 
                                     A-11

  the excess of (a) the Net Positive Adjustments of the holders of Incentive
  Distribution Rights as of the end of such period over (b) the sum of the
  Share of Additional Book Basis Derivative Items of the holders of the
  Incentive Distribution Rights for each prior taxable period.
 
    "Required Allocations" means (a) any limitation imposed on any allocation
  of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii)
  and (b) any allocation of an item of income, gain, loss or deduction
  pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or
  6.1(d)(ix).
 
    "Residual Gain" or "Residual Loss" means any item of gain or loss, as the
  case may be, of the Partnership recognized for federal income tax purposes
  resulting from a sale, exchange or other disposition of a Contributed
  Property or Adjusted Property, to the extent such item of gain or loss is
  not allocated pursuant to Section 6.2(b)(i)(A) or 6.2(b)(ii)(A),
  respectively, to eliminate Book-Tax Disparities.
 
    "Restricted Activities" means (i) crude oil terminalling and storage and
  gathering and marketing or (ii) transporting crude oil by pipeline for
  third parties; provided, however, that the following activities shall not
  be considered to be Restricted Activities: (u) if the activity to be
  acquired that would otherwise be a Restricted Activity has been first
  presented to the Partnership by the acquiror and the General Partner (with
  the concurrence of the Conflicts Committee) has elected not to have the
  Partnership pursue such activity; (v) if the activity that would otherwise
  be a Restricted Activity was acquired as part of an acquisition the
  majority of the value of which, in the judgment of the acquiror, is not
  attributable to the activity that would otherwise be a Restricted Activity,
  (w) if the activity that would otherwise be a Restricted Activity was
  acquired as part of an acquisition the majority of the value of which, in
  the judgment of the acquiror, is attributable to such activity; provided,
  that such activity is disposed of within three (3) years of its acquisition
  unless such activity is offered for sale to the Partnership at a price that
  a nationally known independent investment bank (selected by the Conflicts
  Committee but paid for by the acquiror) has determined is a fair price to
  the Partnership (such price to be determined, at the request of the
  acquiror, prior to any decision by the acquiror to offer such activity for
  sale to the Partnership), and the General Partner (with the concurrence of
  the Conflicts Committee) has elected not to have the Partnership pursue
  such activity; (x) subject to the terms of the Marketing Agreement,
  terminalling and storing and gathering and marketing crude oil production
  of Plains Resources or any Affiliate thereof, (y) a joint venture or
  strategic alliance between one or more of Plains Resources or any Affiliate
  thereof and the Partnership and (z) any operations of Plains Resources or
  any Affiliate thereof as of the Closing Date.
 
    "Second Liquidation Target Amount" has the meaning assigned to such term
  in Section 6.1(c)(i)(E).
 
    "Second Target Distribution" means $.675 per Unit per Quarter (or, with
  respect to the period commencing on the Closing Date and ending on December
  31, 1998, it means the product of $.675 multiplied by a fraction of which
  the numerator is equal to the number of days in such period and of which
  the denominator is 91), subject to adjustment in accordance with Sections
  6.6 and 6.9.
 
    "Securities Act" means the Securities Act of 1933, as amended,
  supplemented or restated from time to time and any successor to such
  statute.
 
    "Share of Additional Book Basis Derivative Items" means in connection
  with any allocation of Additional Book Basis Derivative Items for any
  taxable period, (i) with respect to the Unitholders holding Common Units or
  Subordinated Units, the amount that bears the same ratio to such Additional
  Book Basis Derivative Items as the Unitholders' Remaining Net Positive
  Adjustments as of the end of such period bears to the Aggregate Remaining
  Net Positive Adjustments as of that time, (ii) with respect to the General
  Partner (as holder of the General Partner Interest), the amount that bears
  the same ratio to such additional Book Basis Derivative Items as the
  General Partner's Remaining Net Positive Adjustments as of the end of such
  period bears to the Aggregate Remaining Net Positive Adjustment as of that
  time, and (iii) with respect to the Partners holding Incentive Distribution
  Rights, the amount that bears the same ratio to such Additional Book Basis
  Derivative Items as the Remaining Net Positive Adjustments of the Partners
  holding the Incentive Distribution Rights as of the end of such period
  bears to the Aggregate Remaining Net Positive Adjustments as of that time.

                                     A-12

    "Special Approval" means approval by a majority of the members of the
  Conflicts Committee.
 
    "Subordinated Unit" means a Unit representing a fractional part of the
  Partnership Interests of all Limited Partners and Assignees (other than of
  holders of the Incentive Distribution Rights) and having the rights and
  obligations specified with respect to Subordinated Units in this Agreement.
  The term "Subordinated Unit" as used herein does not include a Common Unit.
 
    "Subordination Period" means the period commencing on the Closing Date
  and ending on the first to occur of the following dates:
 
      (a) the first day of any Quarter beginning after December 31, 2003 in
    respect of which (i) (A) distributions of Available Cash from Operating
    Surplus on each of the Outstanding Common Units and Subordinated Units
    with respect to each of the three consecutive, non-overlapping four-
    Quarter periods immediately preceding such date equaled or exceeded the
    sum of the Minimum Quarterly Distribution on all Outstanding Common
    Units and Subordinated Units during such periods and (B) the Adjusted
    Operating Surplus generated during each of the three consecutive, non-
    overlapping four-Quarter periods immediately preceding such date
    equaled or exceeded the sum of the Minimum Quarterly Distribution on
    all of the Outstanding Common Units and Subordinated Units that were
    outstanding during such periods on a fully diluted basis (i.e., taking
    into account for purposes of such determination all Outstanding Common
    Units, all Outstanding Subordinated Units, all Common Units and
    Subordinated Units issuable upon exercise of employee options that
    have, as of the date of determination, already vested or are scheduled
    to vest prior to the end of the Quarter immediately following the
    Quarter with respect to which such determination is made, and all
    Common Units and Subordinated Units that have as of the date of
    determination, been earned by but not yet issued to management of the
    Partnership in respect of incentive compensation), plus the related
    distribution on the General Partner Interest in the Partnership and on
    the general partner interest in the Operating Partnership, during such
    periods and (ii) there are no Cumulative Common Unit Arrearages; and
 
      (b) the date on which the General Partner is removed as general
    partner of the Partnership upon the requisite vote by holders of
    Outstanding Units under circumstances where Cause does not exist and
    Units held by the General Partner and its Affiliates are not voted in
    favor of such removal.
 
    "Subsidiary" means, with respect to any Person, (a) a corporation of
  which more than 50% of the voting power of shares entitled (without regard
  to the occurrence of any contingency) to vote in the election of directors
  or other governing body of such corporation is owned, directly or
  indirectly, at the date of determination, by such Person, by one or more
  Subsidiaries of such Person or a combination thereof, (b) a partnership
  (whether general or limited) in which such Person or a Subsidiary of such
  Person is, at the date of determination, a general or limited partner of
  such partnership, but only if more than 50% of the partnership interests of
  such partnership (considering all of the partnership interests of the
  partnership as a single class) is owned, directly or indirectly, at the
  date of determination, by such Person, by one or more Subsidiaries of such
  Person, or a combination thereof, or (c) any other Person (other than a
  corporation or a partnership) in which such Person, one or more
  Subsidiaries of such Person, or a combination thereof, directly or
  indirectly, at the date of determination, has (i) at least a majority
  ownership interest or (ii) the power to elect or direct the election of a
  majority of the directors or other governing body of such Person.
 
    "Substituted Limited Partner" means a Person who is admitted as a Limited
  Partner to the Partnership pursuant to Section 10.2 in place of and with
  all the rights of a Limited Partner and who is shown as a Limited Partner
  on the books and records of the Partnership.
 
    "Surviving Business Entity" has the meaning assigned to such term in
  Section 14.2(b).
 
    "Trading Day" has the meaning assigned to such term in Section 15.1(a).
 
    "Transfer" has the meaning assigned to such term in Section 4.4(a).
 
                                     A-13

    "Transfer Agent" means such bank, trust company or other Person
  (including the General Partner or one of its Affiliates) as shall be
  appointed from time to time by the Partnership to act as registrar and
  transfer agent for the Common Units; provided that if no Transfer Agent is
  specifically designated for any other Partnership Securities, the General
  Partner shall act in such capacity.

    "Transfer Application" means an application and agreement for transfer of
  Units in the form set forth on the back of a Certificate or in a form
  substantially to the same effect in a separate instrument.
 
    "Underwriter" means each Person named as an underwriter in Schedule I to
  the Underwriting Agreement who purchases Common Units pursuant thereto.
 
    "Underwriting Agreement" means the Underwriting Agreement dated
           , 1998 among the Underwriters, the Partnership and certain other
  parties, providing for the purchase of Common Units by such Underwriters.
 
    "Unit" means a Partnership Security that is designated as a "Unit" and
  shall include Common Units and Subordinated Units but shall not include (i)
  a General Partner Interest or (ii) Incentive Distribution Rights.
 
    "Unitholders" means the holders of Common Units and Subordinated Units.
 
    "Unit Majority" means, during the Subordination Period, at least a
  majority of the Outstanding Common Units (excluding Common Units owned by
  the General Partner and its affiliates) voting as a class and at least a
  majority of the Outstanding Subordinated Units voting as a class, and
  thereafter, at least a majority of the Outstanding Units.
 
    "Unpaid MQD" has the meaning assigned to such term in Section
  6.1(c)(i)(B).
 
    "Unrealized Gain" attributable to any item of Partnership property means,
  as of any date of determination, the excess, if any, of (a) the fair market
  value of such property as of such date (as determined under Section 5.5(d))
  over (b) the Carrying Value of such property as of such date (prior to any
  adjustment to be made pursuant to Section 5.5(d) as of such date).
 
    "Unrealized Loss" attributable to any item of Partnership property means,
  as of any date of determination, the excess, if any, of (a) the Carrying
  Value of such property as of such date (prior to any adjustment to be made
  pursuant to Section 5.5(d) as of such date) over (b) the fair market value
  of such property as of such date (as determined under Section 5.5(d)).
 
    "Unrecovered Capital" means at any time, with respect to a Unit, the
  Initial Unit Price less the sum of all distributions constituting Capital
  Surplus theretofore made in respect of an Initial Common Unit and any
  distributions of cash (or the Net Agreed Value of any distributions in
  kind) in connection with the dissolution and liquidation of the Partnership
  theretofore made in respect of an Initial Common Unit, adjusted as the
  General Partner determines to be appropriate to give effect to any
  distribution, subdivision or combination of such Units.
 
    "U.S. GAAP" means United States Generally Accepted Accounting Principles
  consistently applied.
 
    "Withdrawal Opinion of Counsel" has the meaning assigned to such term in
  Section 11.1(b).
 
Section 1.2 Construction.
 
  Unless the context requires otherwise: (a) any pronoun used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns, pronouns and verbs shall include the plural
and vice versa; (b) references to Articles and Sections refer to Articles and
Sections of this Agreement; and (c) the term "include" or "includes" means
includes, without limitation, and "including" means including, without
limitation.
 
                                     A-14

                                  ARTICLE II
 
                                 ORGANIZATION
 
Section 2.1 Formation.
 
  The General Partner and the Organizational Limited Partner have previously
formed the Partnership as a limited partnership pursuant to the provisions of
the Delaware Act and hereby amend and restate the original Agreement of
Limited Partnership of Plains All American Pipeline, L.P. in its entirety.
This amendment and restatement shall become effective on the date of this
Agreement. Except as expressly provided to the contrary in this Agreement, the
rights, duties (including fiduciary duties), liabilities and obligations of
the Partners and the administration, dissolution and termination of the
Partnership shall be governed by the Delaware Act. All Partnership Interests
shall constitute personal property of the owner thereof for all purposes and a
Partner has no interest in specific Partnership property.
 
Section 2.2 Name.
 
  The name of the Partnership shall be "Plains All American Pipeline, L.P."
The Partnership's business may be conducted under any other name or names
deemed necessary or appropriate by the General Partner in its sole discretion,
including the name of the General Partner. The words "Limited Partnership",
"L.P.," "Ltd." or similar words or letters shall be included in the
Partnership's name where necessary for the purpose of complying with the laws
of any jurisdiction that so requires. The General Partner in its discretion
may change the name of the Partnership at any time and from time to time and
shall notify the Limited Partners of such change in the next regular
communication to the Limited Partners.
 
Section 2.3 Registered Office; Registered Agent; Principal Office; Other
Offices.
 
  Unless and until changed by the General Partner, the registered office of
the Partnership in the State of Delaware shall be located at 1013 Center Road,
Wilmington, Delaware 19805-1297, and the registered agent for service of
process on the Partnership in the State of Delaware at such registered office
shall be Corporation Service Company. The principal office of the Partnership
shall be located at 500 Dallas, Suite 700, Houston, Texas 77002 or such other
place as the General Partner may from time to time designate by notice to the
Limited Partners. The Partnership may maintain offices at such other place or
places within or outside the State of Delaware as the General Partner deems
necessary or appropriate. The address of the General Partner shall be 500
Dallas, Suite 700, Houston, Texas 77002 or such other place as the General
Partner may from time to time designate by notice to the Limited Partners.
 
Section 2.4 Purpose and Business.
 
  The purpose and nature of the business to be conducted by the Partnership
shall be to (a) serve as a partner of the Operating Partnership and, in
connection therewith, to exercise all the rights and powers conferred upon the
Partnership as a partner of the Operating Partnership pursuant to the
Operating Partnership Agreement or otherwise, (b) engage directly in, or enter
into or form any corporation, partnership, joint venture, limited liability
company or other arrangement to engage indirectly in, any business activity
that the Operating Partnership is permitted to engage in by the Operating
Partnership Agreement and, in connection therewith, to exercise all of the
rights and powers conferred upon the Partnership pursuant to the agreements
relating to such business activity, (c) engage directly in, or enter into or
form any corporation, partnership, joint venture, limited liability company or
other arrangement to engage indirectly in, any business activity that is
approved by the General Partner and which lawfully may be conducted by a
limited partnership organized pursuant to the Delaware Act and, in connection
therewith, to exercise all of the rights and powers conferred upon the
Partnership pursuant to the agreements relating to such business activity;
provided, however, that the General Partner reasonably determines, as of the
date of the acquisition or commencement of such activity, that such activity
(i) generates "qualifying income" (as such term is defined pursuant to Section
7704 of the Code) or (ii) enhances the
 
                                     A-15

operations of an activity of the Operating Partnership or a Partnership
activity that generates qualifying income, and (d) do anything necessary or
appropriate to the foregoing, including the making of capital contributions or
loans to a Group Member. The General Partner has no obligation or duty to the
Partnership, the Limited Partners, or the Assignees to propose or approve, and
in its discretion may decline to propose or approve, the conduct by the
Partnership of any business.
 
Section 2.5 Powers.
 
  The Partnership shall be empowered to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or convenient for the
furtherance and accomplishment of the purposes and business described in
Section 2.4 and for the protection and benefit of the Partnership.
 
Section 2.6 Power of Attorney.
 
  (a) Each Limited Partner and each Assignee hereby constitutes and appoints
the General Partner and, if a Liquidator shall have been selected pursuant to
Section 12.3, the Liquidator, (and any successor to the Liquidator by merger,
transfer, assignment, election or otherwise) and each of their authorized
officers and attorneys-in-fact, as the case may be, with full power of
substitution, as his true and lawful agent and attorney-in-fact, with full
power and authority in his name, place and stead, to:
 
    (i) execute, swear to, acknowledge, deliver, file and record in the
  appropriate public offices (A) all certificates, documents and other
  instruments (including this Agreement and the Certificate of Limited
  Partnership and all amendments or restatements hereof or thereof) that the
  General Partner or the Liquidator deems necessary or appropriate to form,
  qualify or continue the existence or qualification of the Partnership as a
  limited partnership (or a partnership in which the limited partners have
  limited liability) in the State of Delaware and in all other jurisdictions
  in which the Partnership may conduct business or own property; (B) all
  certificates, documents and other instruments that the General Partner or
  the Liquidator deems necessary or appropriate to reflect, in accordance
  with its terms, any amendment, change, modification or restatement of this
  Agreement; (C) all certificates, documents and other instruments (including
  conveyances and a certificate of cancellation) that the General Partner or
  the Liquidator deems necessary or appropriate to reflect the dissolution
  and liquidation of the Partnership pursuant to the terms of this Agreement;
  (D) all certificates, documents and other instruments relating to the
  admission, withdrawal, removal or substitution of any Partner pursuant to,
  or other events described in, Article IV, X, XI or XII; (E) all
  certificates, documents and other instruments relating to the determination
  of the rights, preferences and privileges of any class or series of
  Partnership Securities issued pursuant to Section 5.6; and (F) all
  certificates, documents and other instruments (including agreements and a
  certificate of merger) relating to a merger or consolidation of the
  Partnership pursuant to Article XIV; and
 
    (ii) execute, swear to, acknowledge, deliver, file and record all
  ballots, consents, approvals, waivers, certificates, documents and other
  instruments necessary or appropriate, in the discretion of the General
  Partner or the Liquidator, to make, evidence, give, confirm or ratify any
  vote, consent, approval, agreement or other action that is made or given by
  the Partners hereunder or is consistent with the terms of this Agreement or
  is necessary or appropriate, in the discretion of the General Partner or
  the Liquidator, to effectuate the terms or intent of this Agreement;
  provided, that when required by Section 13.3 or any other provision of this
  Agreement that establishes a percentage of the Limited Partners or of the
  Limited Partners of any class or series required to take any action, the
  General Partner and the Liquidator may exercise the power of attorney made
  in this Section 2.6(a)(ii) only after the necessary vote, consent or
  approval of the Limited Partners or of the Limited Partners of such class
  or series, as applicable.
 
  Nothing contained in this Section 2.6(a) shall be construed as authorizing
the General Partner to amend this Agreement except in accordance with Article
XIII or as may be otherwise expressly provided for in this Agreement.
 
                                     A-16

  (b) The foregoing power of attorney is hereby declared to be irrevocable and
a power coupled with an interest, and it shall survive and, to the maximum
extent permitted by law, not be affected by the subsequent death,
incompetency, disability, incapacity, dissolution, bankruptcy or termination
of any Limited Partner or Assignee and the transfer of all or any portion of
such Limited Partner's or Assignee's Partnership Interest and shall extend to
such Limited Partner's or Assignee's heirs, successors, assigns and personal
representatives. Each such Limited Partner or Assignee hereby agrees to be
bound by any representation made by the General Partner or the Liquidator
acting in good faith pursuant to such power of attorney; and each such Limited
Partner or Assignee, to the maximum extent permitted by law, hereby waives any
and all defenses that may be available to contest, negate or disaffirm the
action of the General Partner or the Liquidator taken in good faith under such
power of attorney. Each Limited Partner or Assignee shall execute and deliver
to the General Partner or the Liquidator, within 15 days after receipt of the
request therefor, such further designation, powers of attorney and other
instruments as the General Partner or the Liquidator deems necessary to
effectuate this Agreement and the purposes of the Partnership.
 
Section 2.7 Term.
 
  The term of the Partnership commenced upon the filing of the Certificate of
Limited Partnership in accordance with the Delaware Act and shall continue in
existence until the close of Partnership business on December 31, 2088 or
until the earlier dissolution of the Partnership in accordance with the
provisions of Article XII. The existence of the Partnership as a separate
legal entity shall continue until the cancellation of the Certificate of
Limited Partnership as provided in the Delaware Act.
 
Section 2.8 Title to Partnership Assets.
 
  Title to Partnership assets, whether real, personal or mixed and whether
tangible or intangible, shall be deemed to be owned by the Partnership as an
entity, and no Partner or Assignee, individually or collectively, shall have
any ownership interest in such Partnership assets or any portion thereof.
Title to any or all of the Partnership assets may be held in the name of the
Partnership, the General Partner, one or more of its Affiliates or one or more
nominees, as the General Partner may determine. The General Partner hereby
declares and warrants that any Partnership assets for which record title is
held in the name of the General Partner or one or more of its Affiliates or
one or more nominees shall be held by the General Partner or such Affiliate or
nominee for the use and benefit of the Partnership in accordance with the
provisions of this Agreement; provided, however, that the General Partner
shall use reasonable efforts to cause record title to such assets (other than
those assets in respect of which the General Partner determines that the
expense and difficulty of conveyancing makes transfer of record title to the
Partnership impracticable) to be vested in the Partnership as soon as
reasonably practicable; provided, further, that, prior to the withdrawal or
removal of the General Partner or as soon thereafter as practicable, the
General Partner shall use reasonable efforts to effect the transfer of record
title to the Partnership and, prior to any such transfer, will provide for the
use of such assets in a manner satisfactory to the General Partner. All
Partnership assets shall be recorded as the property of the Partnership in its
books and records, irrespective of the name in which record title to such
Partnership assets is held.
 
                                     A-17

                                  ARTICLE III
 
                          RIGHTS OF LIMITED PARTNERS
 
Section 3.1 Limitation of Liability.
 
  The Limited Partners and the Assignees shall have no liability under this
Agreement except as expressly provided in this Agreement or the Delaware Act.
 
Section 3.2 Management of Business.
 
  No Limited Partner or Assignee, in its capacity as such, shall participate
in the operation, management or control (within the meaning of the Delaware
Act) of the Partnership's business, transact any business in the Partnership's
name or have the power to sign documents for or otherwise bind the
Partnership. Any action taken by any Affiliate of the General Partner or any
officer, director, employee, member, general partner, agent or trustee of the
General Partner or any of its Affiliates, or any officers, director, employee,
member, general partner, agent or trustee of a Group Member, in its capacity
as such, shall not be deemed to be participation in the control of the
business of the Partnership by a limited partner of the Partnership (within
the meaning of Section 17-303(a) of the Delaware Act) and shall not affect,
impair or eliminate the limitations on the liability of the Limited Partners
or Assignees under this Agreement.
 
Section 3.3 Outside Activities of the Limited Partners.
 
  Subject to the provisions of Section 7.5, which shall continue to be
applicable to the Persons referred to therein, regardless of whether such
Persons shall also be Limited Partners or Assignees, any Limited Partner or
Assignee shall be entitled to and may have business interests and engage in
business activities in addition to those relating to the Partnership,
including business interests and activities in direct competition with the
Partnership Group. Neither the Partnership nor any of the other Partners or
Assignees shall have any rights by virtue of this Agreement in any business
ventures of any Limited Partner or Assignee.
 
Section 3.4 Rights of Limited Partners.
 
  (a) In addition to other rights provided by this Agreement or by applicable
law, and except as limited by Section 3.4(b), each Limited Partner shall have
the right, for a purpose reasonably related to such Limited Partner's interest
as a limited partner in the Partnership, upon reasonable written demand and at
such Limited Partner's own expense:
 
    (i) to obtain true and full information regarding the status of the
  business and financial condition of the Partnership;
 
    (ii) promptly after becoming available, to obtain a copy of the
  Partnership's federal, state and local income tax returns for each year;
 
    (iii) to have furnished to him a current list of the name and last known
  business, residence or mailing address of each Partner;
 
    (iv) to have furnished to him a copy of this Agreement and the
  Certificate of Limited Partnership and all amendments thereto, together
  with a copy of the executed copies of all powers of attorney pursuant to
  which this Agreement, the Certificate of Limited Partnership and all
  amendments thereto have been executed;
 
    (v) to obtain true and full information regarding the amount of cash and
  a description and statement of the Net Agreed Value of any other Capital
  Contribution by each Partner and which each Partner has agreed to
  contribute in the future, and the date on which each became a Partner; and
 
    (vi) to obtain such other information regarding the affairs of the
  Partnership as is just and reasonable.

                                     A-18

  (b) The General Partner may keep confidential from the Limited Partners and
Assignees, for such period of time as the General Partner deems reasonable,
(i) any information that the General Partner reasonably believes to be in the
nature of trade secrets or (ii) other information the disclosure of which the
General Partner in good faith believes (A) is not in the best interests of the
Partnership Group, (B) could damage the Partnership Group or (C) that any
Group Member is required by law or by agreement with any third party to keep
confidential (other than agreements with Affiliates of the Partnership the
primary purpose of which is to circumvent the obligations set forth in this
Section 3.4).
 
                                  ARTICLE IV
 
CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF
                             PARTNERSHIP INTERESTS
 
Section 4.1 Certificates.
 
  Upon the Partnership's issuance of Common Units or Subordinated Units to any
Person, the Partnership shall issue one or more Certificates in the name of
such Person evidencing the number of such Units being so issued. In addition,
(a) upon the General Partner's request, the Partnership shall issue to it one
or more Certificates in the name of the General Partner evidencing its
interests in the Partnership and (b) upon the request of any Person owning
Incentive Distribution Rights or any Partnership Securities, the Partnership
shall issue to such Person one or more certificates evidencing such Incentive
Distribution Rights or Partnership Securities. Certificates shall be executed
on behalf of the Partnership by the Chairman of the Board, President or any
Executive Vice President or Vice President and the Secretary or any Assistant
Secretary of the General Partner. No Common Unit Certificate shall be valid
for any purpose until it has been countersigned by the Transfer Agent. Subject
to the requirements of Section 6.7(b), the Partners holding Certificates
evidencing Subordinated Units may exchange such Certificates for Certificates
evidencing Common Units on or after the date on which such Subordinated Units
are converted into Common Units pursuant to the terms of Section 5.8.
 
Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates.
 
  (a) If any mutilated Certificate is surrendered to the Transfer Agent, the
appropriate officers of the General Partner on behalf of the Partnership shall
execute, and the Transfer Agent shall countersign and deliver in exchange
therefor, a new Certificate evidencing the same number and type of Partnership
Securities as the Certificate so surrendered.
 
  (b) The appropriate officers of the General Partner on behalf of the
Partnership shall execute and deliver, and the Transfer Agent shall
countersign a new Certificate in place of any Certificate previously issued if
the Record Holder of the Certificate:
 
    (i) makes proof by affidavit, in form and substance satisfactory to the
  Partnership, that a previously issued Certificate has been lost, destroyed
  or stolen;
 
    (ii) requests the issuance of a new Certificate before the Partnership
  has notice that the Certificate has been acquired by a purchaser for value
  in good faith and without notice of an adverse claim;
 
    (iii) if requested by the Partnership, delivers to the Partnership a
  bond, in form and substance satisfactory to the Partnership, with surety or
  sureties and with fixed or open penalty as the Partnership may reasonably
  direct, in its sole discretion, to indemnify the Partnership, the Partners,
  the General Partner and the Transfer Agent against any claim that may be
  made on account of the alleged loss, destruction or theft of the
  Certificate; and
 
    (iv) satisfies any other reasonable requirements imposed by the
  Partnership.

                                     A-19

  If a Limited Partner or Assignee fails to notify the Partnership within a
reasonable time after he has notice of the loss, destruction or theft of a
Certificate, and a transfer of the Limited Partner Interests represented by
the Certificate is registered before the Partnership, the General Partner or
the Transfer Agent receives such
notification, the Limited Partner or Assignee shall be precluded from making
any claim against the Partnership, the General Partner or the Transfer Agent
for such transfer or for a new Certificate.
 
  (c) As a condition to the issuance of any new Certificate under this Section
4.2, the Partnership may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Transfer Agent)
reasonably connected therewith.
 
Section 4.3 Record Holders.
 
  The Partnership shall be entitled to recognize the Record Holder as the
Partner or Assignee with respect to any Partnership Interest and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such Partnership Interest on the part of any other Person, regardless of
whether the Partnership shall have actual or other notice thereof, except as
otherwise provided by law or any applicable rule, regulation, guideline or
requirement of any National Securities Exchange on which such Partnership
Interests are listed for trading. Without limiting the foregoing, when a
Person (such as a broker, dealer, bank, trust company or clearing corporation
or an agent of any of the foregoing) is acting as nominee, agent or in some
other representative capacity for another Person in acquiring and/or holding
Partnership Interests, as between the Partnership on the one hand, and such
other Persons on the other, such representative Person (a) shall be the
Partner or Assignee (as the case may be) of record and beneficially, (b) must
execute and deliver a Transfer Application and (c) shall be bound by this
Agreement and shall have the rights and obligations of a Partner or Assignee
(as the case may be) hereunder and as, and to the extent, provided for herein.
 
Section 4.4 Transfer Generally.
 
  (a) The term "transfer," when used in this Agreement with respect to a
Partnership Interest, shall be deemed to refer to a transaction by which the
General Partner assigns its Partnership Interest as a general partner in the
Partnership to another Person who becomes the General Partner, by which the
holder of a Limited Partner Interest assigns such Limited Partner Interest to
another Person who is or becomes a Limited Partner or an Assignee, and
includes a sale, assignment, gift, pledge, encumbrance, hypothecation,
mortgage, exchange or any other disposition by law or otherwise.
 
  (b) No Partnership Interest shall be transferred, in whole or in part,
except in accordance with the terms and conditions set forth in this Article
IV. Any transfer or purported transfer of a Partnership Interest not made in
accordance with this Article IV shall be null and void.
 
  (c) Nothing contained in this Agreement shall be construed to prevent a
disposition by any stockholder of the General Partner of any or all of the
issued and outstanding stock of the General Partner.
 
Section 4.5 Registration and Transfer of Limited Partner Interests.
 
  (a) The Partnership shall keep or cause to be kept on behalf of the
Partnership a register in which, subject to such reasonable regulations as it
may prescribe and subject to the provisions of Section 4.5(b), the Partnership
will provide for the registration and transfer of Limited Partner Interests.
The Transfer Agent is hereby appointed registrar and transfer agent for the
purpose of registering Common Units and transfers of such Common Units as
herein provided. The Partnership shall not recognize transfers of Certificates
evidencing Limited Partner Interests unless such transfers are effected in the
manner described in this Section 4.5. Upon surrender of a Certificate for
registration of transfer of any Limited Partner Interests evidenced by a
Certificate, and subject to the provisions of Section 4.5(b), the appropriate
officers of the General Partner on behalf of the Partnership shall execute and
deliver, and in the case of Common Units, the Transfer Agent shall countersign
and deliver, in the name of the
 
                                     A-20

holder or the designated transferee or transferees, as required pursuant to
the holder's instructions, one or more new Certificates evidencing the same
aggregate number and type of Limited Partner Interests as was evidenced by the
Certificate so surrendered.
 
  (b) Except as otherwise provided in Section 4.9, the Partnership shall not
recognize any transfer of Limited Partner Interests until the Certificates
evidencing such Limited Partner Interests are surrendered for registration of
transfer and such Certificates are accompanied by a Transfer Application duly
executed by the transferee (or the transferees attorney-in-fact duly
authorized in writing). No charge shall be imposed by the Partnership for such
transfer; provided, that as a condition to the issuance of any new Certificate
under this Section 4.5, the Partnership may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
with respect thereto.
 
  (c) Limited Partner Interests may be transferred only in the manner
described in this Section 4.5. The transfer of any Limited Partner Interests
and the admission of any new Limited Partner shall not constitute an amendment
to this Agreement.
 
  (d) Until admitted as a Substituted Limited Partner pursuant to Section
10.2, the Record Holder of a Limited Partner Interest shall be an Assignee in
respect of such Limited Partner Interest. Limited Partners may include
custodians, nominees or any other individual or entity in its own or any
representative capacity.
 
  (e) A transferee of a Limited Partner Interest who has completed and
delivered a Transfer Application shall be deemed to have (i) requested
admission as a Substituted Limited Partner, (ii) agreed to comply with and be
bound by and to have executed this Agreement, (iii) represented and warranted
that such transferee has the right, power and authority and, if an individual,
the capacity to enter into this Agreement, (iv) granted the powers of attorney
set forth in this Agreement and (v) given the consents and approvals and made
the waivers contained in this Agreement.
 
  (f) The General Partner and its Affiliates shall have the right at any time
to transfer its Subordinated Units and Common Units (whether issued upon
conversion of the Subordinated Units or otherwise) to one or more Persons.
 
Section 4.6 Transfer of the General Partner's General Partner Interest.
 
  (a) Subject to Section 4.6(c) below, prior to December 31, 2008, the General
Partner shall not transfer all or any part of its General Partner Interest to
a Person unless such transfer (i) has been approved by the prior written
consent or vote of the holders of at least a majority of the Outstanding
Common Units (excluding Common Units held by the General Partner and its
affiliates) or (ii) is of all, but not less than all, of its General Partner
Interest to (A) an Affiliate of the General Partner or (B) another Person in
connection with the merger or consolidation of the General Partner with or
into another Person or the transfer by the General Partner of all or
substantially all of its assets to another Person.
 
  (b) Subject to Section 4.6(c) below, on or after December 31, 2008, the
General Partner may transfer all or any of its General Partner Interest
without Unitholder approval.
 
  (c) Notwithstanding anything herein to the contrary, no transfer by the
General Partner of all or any part of its General Partner Interest to another
Person shall be permitted unless (i) the transferee agrees to assume the
rights and duties of the General Partner under this Agreement and the
Operating Partnership Agreement and to be bound by the provisions of this
Agreement and the Operating Partnership Agreement, (ii) the Partnership
receives an Opinion of Counsel that such transfer would not result in the loss
of limited liability of any Limited Partner or of any partner of the Operating
Partnership or cause the Partnership or the Operating Partnership to be
treated as an association taxable as a corporation or otherwise to be taxed as
an entity for federal income tax purposes (to the extent not already so
treated or taxed) and (iii) such transferee also agrees to purchase all (or
the appropriate portion thereof, if applicable) of the partnership interest of
the General Partner as the general partner or managing member of each other
Group Member. In the case of a transfer pursuant to and in
 
                                     A-21

compliance with this Section 4.6, the transferee or successor (as the case may
be) shall, subject to compliance with the terms of Section 10.3, be admitted
to the Partnership as a General Partner immediately prior to the transfer of
the Partnership Interest, and the business of the Partnership shall continue
without dissolution.
 
Section 4.7 Transfer of Incentive Distribution Rights.
 
  Prior to December 31, 2008, a holder of Incentive Distribution Rights may
transfer any or all of the Incentive Distribution Rights held by such holder
without any consent of the Unitholders (a) to an Affiliate or (b) to another
Person in connection with (i) the merger or consolidation of such holder of
Incentive Distribution Rights with or into such other Person or (ii) the
transfer by such holder of all or substantially all of its assets to such
other Person. Any other transfer of the Incentive Distribution Rights prior to
December 31, 2008, shall require the prior approval of holders of at least a
majority of the Outstanding Common Units (excluding Common Units held by the
General Partner and its affiliates). On or after December 31, 2008, the
General Partner may transfer any or all of its Incentive Distribution Rights
without Unitholder approval. The General Partner shall have the authority (but
shall not be required) to adopt such reasonable restrictions on the transfer
of Incentive Distribution Rights and requirements for registering the transfer
of Incentive Distribution Rights as the General Partner, in its sole
discretion, shall determine are necessary or appropriate.
 
Section 4.8 Restrictions on Transfers.
 
  (a) Except as provided in Section 4.8(d) below, but notwithstanding the
other provisions of this Article IV, no transfer of any Partnership Interests
shall be made if such transfer would (i) violate the then applicable federal
or state securities laws or rules and regulations of the Commission, any state
securities commission or any other governmental authority with jurisdiction
over such transfer, (ii) terminate the existence or qualification of the
Partnership or the Operating Partnership under the laws of the jurisdiction of
its formation, or (iii) cause the Partnership or the Operating Partnership to
be treated as an association taxable as a corporation or otherwise to be taxed
as an entity for federal income tax purposes (to the extent not already so
treated or taxed).
 
  (b) The General Partner may impose restrictions on the transfer of
Partnership Interests if a subsequent Opinion of Counsel determines that such
restrictions are necessary to avoid a significant risk of the Partnership or
the Operating Partnership becoming taxable as a corporation or otherwise to be
taxed as an entity for federal income tax purposes. The restrictions may be
imposed by making such amendments to this Agreement as the General Partner may
determine to be necessary or appropriate to impose such restrictions;
provided, however, that any amendment that the General Partner believes, in
the exercise of its reasonable discretion, could result in the delisting or
suspension of trading of any class of Limited Partner Interests on the
principal National Securities Exchange on which such class of Limited Partner
Interests is then traded must be approved, prior to such amendment being
effected, by the holders of at least a majority of the Outstanding Limited
Partner Interests of such class.
 
  (c) The transfer of a Subordinated Unit that has converted into a Common
Unit shall be subject to the restrictions imposed by Section 6.7(b).
 
  (d) Nothing contained in this Article IV, or elsewhere in this Agreement,
shall preclude the settlement of any transactions involving Partnership
Interests entered into through the facilities of any National Securities
Exchange on which such Partnership Interests are listed for trading.
 
Section 4.9 Citizenship Certificates; Non-citizen Assignees.
 
  (a) If any Group Member is or becomes subject to any federal, state or local
law or regulation that, in the reasonable determination of the General
Partner, creates a substantial risk of cancellation or forfeiture of any
property in which the Group Member has an interest based on the nationality,
citizenship or other related status of a Limited Partner or Assignee, the
General Partner may request any Partner or Assignee to furnish to the General
Partner, within 30 days after receipt of such request, an executed Citizenship
Certification or such other information concerning his nationality,
citizenship or other related status (or, if the Limited Partner or Assignee is
a nominee holding for the account of another Person, the nationality,
citizenship or other related status of such
 
                                     A-22

Person) as the General Partner may request. If a Limited Partner or Assignee
fails to furnish to the General Partner within the aforementioned 30-day
period such Citizenship Certification or other requested information or if
upon receipt of such Citizenship Certification or other requested information
the General Partner determines, with the advice of counsel, that a Limited
Partner or Assignee is not an Eligible Citizen, the Partnership Interests
owned by such Limited Partner or Assignee shall be subject to redemption in
accordance with the provisions of Section 4.10. In addition, the General
Partner may require that the status of any such Partner or Assignee be changed
to that of a Non-citizen Assignee and, thereupon, the General Partner shall be
substituted for such Non-citizen Assignee as the Limited Partner in respect of
his Limited Partner Interests.
 
  (b) The General Partner shall, in exercising voting rights in respect of
Limited Partner Interests held by it on behalf of Non-citizen Assignees,
distribute the votes in the same ratios as the votes of Partners (including
without limitation the General Partner) in respect of Limited Partner
Interests other than those of Non-citizen Assignees are cast, either for,
against or abstaining as to the matter.
 
  (c) Upon dissolution of the Partnership, a Non-citizen Assignee shall have
no right to receive a distribution in kind pursuant to Section 12.4 but shall
be entitled to the cash equivalent thereof, and the Partnership shall provide
cash in exchange for an assignment of the Non-citizen Assignee's share of the
distribution in kind. Such payment and assignment shall be treated for
Partnership purposes as a purchase by the Partnership from the Non-citizen
Assignee of his Limited Partner Interest (representing his right to receive
his share of such distribution in kind).
 
  (d) At any time after he can and does certify that he has become an Eligible
Citizen, a Non-citizen Assignee may, upon application to the General Partner,
request admission as a Substituted Limited Partner with respect to any Limited
Partner Interests of such Non-citizen Assignee not redeemed pursuant to
Section 4.10, and upon his admission pursuant to Section 10.2, the General
Partner shall cease to be deemed to be the Limited Partner in respect of the
Non-citizen Assignee's Limited Partner Interests.
 
Section 4.10 Redemption of Partnership Interests of Non-citizen Assignees.
 
  (a) If at any time a Limited Partner or Assignee fails to furnish a
Citizenship Certification or other information requested within the 30-day
period specified in Section 4.9(a), or if upon receipt of such Citizenship
Certification or other information the General Partner determines, with the
advice of counsel, that a Limited Partner or Assignee is not an Eligible
Citizen, the Partnership may, unless the Limited Partner or Assignee
establishes to the satisfaction of the General Partner that such Limited
Partner or Assignee is an Eligible Citizen or has transferred his Partnership
Interests to a Person who is an Eligible Citizen and who furnishes a
Citizenship Certification to the General Partner prior to the date fixed for
redemption as provided below, redeem the Partnership Interest of such Limited
Partner or Assignee as follows:
 
    (i) The General Partner shall, not later than the 30th day before the
  date fixed for redemption, give notice of redemption to the Limited Partner
  or Assignee, at his last address designated on the records of the
  Partnership or the Transfer Agent, by registered or certified mail, postage
  prepaid. The notice shall be deemed to have been given when so mailed. The
  notice shall specify the Redeemable Interests, the date fixed for
  redemption, the place of payment, that payment of the redemption price will
  be made upon surrender of the Certificate evidencing the Redeemable
  Interests and that on and after the date fixed for redemption no further
  allocations or distributions to which the Limited Partner or Assignee would
  otherwise be entitled in respect of the Redeemable Interests will accrue or
  be made.
 
    (ii) The aggregate redemption price for Redeemable Interests shall be an
  amount equal to the Current Market Price (the date of determination of
  which shall be the date fixed for redemption) of Limited Partner Interests
  of the class to be so redeemed multiplied by the number of Limited Partner
  Interests of each such class included among the Redeemable Interests. The
  redemption price shall be paid, in the discretion of the General Partner,
  in cash or by delivery of a promissory note of the Partnership in the
  principal amount of the redemption price, bearing interest at the rate of
  10% annually and payable in three equal annual installments of principal
  together with accrued interest, commencing one year after the redemption
  date.
 
                                     A-23

    (iii) Upon surrender by or on behalf of the Limited Partner or Assignee,
  at the place specified in the notice of redemption, of the Certificate
  evidencing the Redeemable Interests, duly endorsed in blank or accompanied
  by an assignment duly executed in blank, the Limited Partner or Assignee or
  his duly authorized representative shall be entitled to receive the payment
  therefor.
 
    (iv) After the redemption date, Redeemable Interests shall no longer
  constitute issued and Outstanding Limited Partner Interests.
 
  (b) The provisions of this Section 4.10 shall also be applicable to Limited
Partner Interests held by a Limited Partner or Assignee as nominee of a Person
determined to be other than an Eligible Citizen.
 
  (c) Nothing in this Section 4.10 shall prevent the recipient of a notice of
redemption from transferring his Limited Partner Interest before the
redemption date if such transfer is otherwise permitted under this Agreement.
Upon receipt of notice of such a transfer, the General Partner shall withdraw
the notice of redemption, provided the transferee of such Limited Partner
Interest certifies to the satisfaction of the General Partner in a Citizenship
Certification delivered in connection with the Transfer Application that he is
an Eligible Citizen. If the transferee fails to make such certification, such
redemption shall be effected from the transferee on the original redemption
date.
 
                                   ARTICLE V
 
          CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
 
Section 5.1 Organizational Contributions.
 
  In connection with the formation of the Partnership under the Delaware Act,
the General Partner made an initial Capital Contribution to the Partnership in
the amount of $10.00, for an interest in the Partnership and has been admitted
as the General Partner of the Partnership, and the Organizational Limited
Partner made an initial Capital Contribution to the Partnership in the amount
of $990.00 for an interest in the Partnership and has been admitted as a
Limited Partner of the Partnership. As of the Closing Date, the interest of
the Organizational Limited Partner shall be redeemed as provided in the
Contribution and Conveyance Agreement; the initial Capital Contributions of
each Partner shall thereupon be refunded; and the Organizational Limited
Partner shall cease to be a Limited Partner of the Partnership. Ninety-nine
percent of any interest or other profit that may have resulted from the
investment or other use of such initial Capital Contributions shall be
allocated and distributed to the Organizational Limited Partner, and the
balance thereof shall be allocated and distributed to the General Partner.
 
Section 5.2 Contributions by the General Partner and its Affiliates.
 
  (a) On the Closing Date and pursuant to the Contribution and Conveyance
Agreement, the General Partner shall contribute to the Partnership, as a
Capital Contribution, all but 1.0101% of its general partner interest in the
Operating Partnership in exchange for (i) the continuation of its General
Partner Interest, subject to all of the rights, privileges and duties of the
General Partner under this Agreement, (ii) 6,817,391 Common Units, (iii)
9,800,000 Subordinated Units and (iv) the Incentive Distribution Rights.
 
  (b) Upon the issuance of any additional Limited Partner Interests by the
Partnership (other than the issuance of the Common Units issued in the Initial
Offering or pursuant to the Over-Allotment Option), the General Partner shall
be required to make additional Capital Contributions equal to 1/99th of any
amount contributed to the Partnership by the Limited Partners in exchange for
such Additional Units. Except as set forth in the immediately preceding
sentence and Article XII, the General Partner shall not be obligated to make
any additional Capital Contributions to the Partnership.
 
Section 5.3 Contributions by Initial Limited Partners and Reimbursement of the
General Partner.
 
  (a) On the Closing Date and pursuant to the Underwriting Agreement, each
Underwriter shall contribute to the Partnership cash in an amount equal to the
Issue Price per Initial Common Unit, multiplied by the number of Common Units
specified in the Underwriting Agreement to be purchased by such Underwriter at
the Closing
 
                                     A-24

Date. In exchange for such Capital Contributions by the Underwriters, the
Partnership shall issue Common Units to each Underwriter on whose behalf such
Capital Contribution is made in an amount equal to the quotient obtained by
dividing (i) the cash contribution to the Partnership by or on behalf of such
Underwriter by (ii) the Issue Price per Initial Common Unit.
 
  (b) Upon the exercise of the Over-Allotment Option, each Underwriter shall
contribute to the Partnership cash in an amount equal to the Issue Price per
Initial Common Unit, multiplied by the number of Common Units specified in the
Underwriting Agreement to be purchased by such Underwriter at the Option
Closing Date. In exchange for such Capital Contributions by the Underwriters,
the Partnership shall issue Common Units to each Underwriter on whose behalf
such Capital Contribution is made in an amount equal to the quotient obtained
by dividing (i) the cash contributions to the Partnership by or on behalf of
such Underwriter by (ii) the Issue Price per Initial Common Unit.
 
  (c) No Limited Partner Interests will be issued or issuable as of or at the
Closing Date other than (i) the Common Units issuable pursuant to subparagraph
(a) hereof in aggregate number equal to 12,782,609, (ii) the "Additional
Units" as such term is used in the Underwriting Agreement in an aggregate
number up to 1,917,391 issuable upon exercise of the Over-Allotment Option
pursuant to subparagraph (b) hereof, (ii) the 9,800,000 Subordinated Units
issuable to the General Partner pursuant to Section 5.2 hereof, and (iii) the
Incentive Distribution Rights.
 
Section 5.4 Interest and Withdrawal.
 
  No interest shall be paid by the Partnership on Capital Contributions. No
Partner or Assignee shall be entitled to the withdrawal or return of its
Capital Contribution, except to the extent, if any, that distributions made
pursuant to this Agreement or upon termination of the Partnership may be
considered as such by law and then only to the extent provided for in this
Agreement. Except to the extent expressly provided in this Agreement, no
Partner or Assignee shall have priority over any other Partner or Assignee
either as to the return of Capital Contributions or as to profits, losses or
distributions. Any such return shall be a compromise to which all Partners and
Assignees agree within the meaning of 17-502(b) of the Delaware Act.
 
Section 5.5 Capital Accounts.
 
  (a) The Partnership shall maintain for each Partner (or a beneficial owner
of Partnership Interests held by a nominee in any case in which the nominee
has furnished the identity of such owner to the Partnership in accordance with
Section 6031(c) of the Code or any other method acceptable to the General
Partner in its sole discretion) owning a Partnership Interest a separate
Capital Account with respect to such Partnership Interest in accordance with
the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital
Account shall be increased by (i) the amount of all Capital Contributions made
to the Partnership with respect to such Partnership Interest pursuant to this
Agreement and (ii) all items of Partnership income and gain (including,
without limitation, income and gain exempt from tax) computed in accordance
with Section 5.5(b) and allocated with respect to such Partnership Interest
pursuant to Section 6.1, and decreased by (x) the amount of cash or Net Agreed
Value of all actual and deemed distributions of cash or property made with
respect to such Partnership Interest pursuant to this Agreement and (y) all
items of Partnership deduction and loss computed in accordance with Section
5.5(b) and allocated with respect to such Partnership Interest pursuant to
Section 6.1.
 
  (b) For purposes of computing the amount of any item of income, gain, loss
or deduction which is to be allocated pursuant to Article VI and is to be
reflected in the Partners' Capital Accounts, the determination, recognition
and classification of any such item shall be the same as its determination,
recognition and classification for federal income tax purposes (including,
without limitation, any method of depreciation, cost recovery or amortization
used for that purpose), provided, that:
 
                                     A-25

    (i) Solely for purposes of this Section 5.5, the Partnership shall be
  treated as owning directly its proportionate share (as determined by the
  General Partner based upon the provisions of the Operating Partnership
  Agreement) of all property owned by the Operating Partnership or any other
  Subsidiary that is classified as a partnership for federal income tax
  purposes.
 
    (ii) All fees and other expenses incurred by the Partnership to promote
  the sale of (or to sell) a Partnership Interest that can neither be
  deducted nor amortized under Section 709 of the Code, if any, shall, for
  purposes of Capital Account maintenance, be treated as an item of deduction
  at the time such fees and other expenses are incurred and shall be
  allocated among the Partners pursuant to Section 6.1.
 
    (iii) Except as otherwise provided in Treasury Regulation Section 1.704-
  1(b)(2)(iv)(m), the computation of all items of income, gain, loss and
  deduction shall be made without regard to any election under Section 754 of
  the Code which may be made by the Partnership and, as to those items
  described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without
  regard to the fact that such items are not includable in gross income or
  are neither currently deductible nor capitalized for federal income tax
  purposes. To the extent an adjustment to the adjusted tax basis of any
  Partnership asset pursuant to Section 734(b) or 743(b) of the Code is
  required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to
  be taken into account in determining Capital Accounts, the amount of such
  adjustment in the Capital Accounts shall be treated as an item of gain or
  loss.
 
    (iv) Any income, gain or loss attributable to the taxable disposition of
  any Partnership property shall be determined as if the adjusted basis of
  such property as of such date of disposition were equal in amount to the
  Partnership's Carrying Value with respect to such property as of such date.
 
    (v) In accordance with the requirements of Section 704(b) of the Code,
  any deductions for depreciation, cost recovery or amortization attributable
  to any Contributed Property shall be determined as if the adjusted basis of
  such property on the date it was acquired by the Partnership were equal to
  the Agreed Value of such property. Upon an adjustment pursuant to Section
  5.5(d) to the Carrying Value of any Partnership property subject to
  depreciation, cost recovery or amortization, any further deductions for
  such depreciation, cost recovery or amortization attributable to such
  property shall be determined (A) as if the adjusted basis of such property
  were equal to the Carrying Value of such property immediately following
  such adjustment and (B) using a rate of depreciation, cost recovery or
  amortization derived from the same method and useful life (or, if
  applicable, the remaining useful life) as is applied for federal income tax
  purposes; provided, however, that, if the asset has a zero adjusted basis
  for federal income tax purposes, depreciation, cost recovery or
  amortization deductions shall be determined using any reasonable method
  that the General Partner may adopt.
 
    (vi) If the Partnership's adjusted basis in a depreciable or cost
  recovery property is reduced for federal income tax purposes pursuant to
  Section 48(q)(1) or 48(q)(3) of the Code, the amount of such reduction
  shall, solely for purposes hereof, be deemed to be an additional
  depreciation or cost recovery deduction in the year such property is placed
  in service and shall be allocated among the Partners pursuant to Section
  6.1. Any restoration of such basis pursuant to Section 48(q)(2) of the Code
  shall, to the extent possible, be allocated in the same manner to the
  Partners to whom such deemed deduction was allocated.
 
  (c) (i) A transferee of a Partnership Interest shall succeed to a pro rata
portion of the Capital Account of the transferor relating to the Partnership
Interest so transferred.
 
    (ii) Immediately prior to the transfer of a Subordinated Unit or of a
  Subordinated Unit that has converted into a Common Unit pursuant to Section
  5.8 by a holder thereof (other than a transfer to an Affiliate unless the
  General Partner elects to have this subparagraph 5.5(c)(ii) apply), the
  Capital Account maintained for such Person with respect to its Subordinated
  Units or converted Subordinated Units will (A) first, be allocated to the
  Subordinated Units or converted Subordinated Units to be transferred in an
  amount equal to the product of (x) the number of such Subordinated Units or
  converted Subordinated Units to be transferred and (y) the Per Unit Capital
  Amount for a Common Unit, and (B) second, any remaining balance in such
  Capital Account will be retained by the transferor, regardless of whether
  it has retained any
 
                                     A-26

  Subordinated Units or converted Subordinated Units. Following any such
  allocation, the transferor's Capital Account, if any, maintained with
  respect to the retained Subordinated Units or converted Subordinated Units,
  if any, will have a balance equal to the amount allocated under clause (B)
  hereinabove, and the transferee's Capital Account established with respect
  to the transferred Subordinated Units or converted Subordinated Units will
  have a balance equal to the amount allocated under clause (A) hereinabove.
 
  (d) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on
an issuance of additional Partnership Interests for cash or Contributed
Property or the conversion of the General Partner's Combined Interest to
Common Units pursuant to Section 11.3(b), the Capital Account of all Partners
and the Carrying Value of each Partnership property immediately prior to such
issuance shall be adjusted upward or downward to reflect any Unrealized Gain
or Unrealized Loss attributable to such Partnership property, as if such
Unrealized Gain or Unrealized Loss had been recognized on an actual sale of
each such property immediately prior to such issuance and had been allocated
to the Partners at such time pursuant to Section 6.1 in the same manner as any
item of gain or loss actually recognized during such period would have been
allocated. In determining such Unrealized Gain or Unrealized Loss, the
aggregate cash amount and fair market value of all Partnership assets
(including, without limitation, cash or cash equivalents) immediately prior to
the issuance of additional Partnership Interests shall be determined by the
General Partner using such reasonable method of valuation as it may adopt;
provided, however, that the General Partner, in arriving at such valuation,
must take fully into account the fair market value of the Partnership
Interests of all Partners at such time. The General Partner shall allocate
such aggregate value among the assets of the Partnership (in such manner as it
determines in its discretion to be reasonable) to arrive at a fair market
value for individual properties.
 
    (ii) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f),
  immediately prior to any actual or deemed distribution to a Partner of any
  Partnership property (other than a distribution of cash that is not in
  redemption or retirement of a Partnership Interest), the Capital Accounts
  of all Partners and the Carrying Value of all Partnership property shall be
  adjusted upward or downward to reflect any Unrealized Gain or Unrealized
  Loss attributable to such Partnership property, as if such Unrealized Gain
  or Unrealized Loss had been recognized in a sale of such property
  immediately prior to such distribution for an amount equal to its fair
  market value, and had been allocated to the Partners, at such time,
  pursuant to Section 6.1 in the same manner as any item of gain or loss
  actually recognized during such period would have been allocated. In
  determining such Unrealized Gain or Unrealized Loss the aggregate cash
  amount and fair market value of all Partnership assets (including, without
  limitation, cash or cash equivalents) immediately prior to a distribution
  shall (A) in the case of an actual distribution which is not made pursuant
  to Section 12.4 or in the case of a deemed contribution and/or distribution
  occurring as a result of a termination of the Partnership pursuant to
  Section 708 of the Code, be determined and allocated in the same manner as
  that provided in Section 5.5(d)(i) or (B) in the case of a liquidating
  distribution pursuant to Section 12.4, be determined and allocated by the
  Liquidator using such reasonable method of valuation as it may adopt.
 
Section 5.6 Issuances of Additional Partnership Securities.
 
  (a) Subject to Section 5.7, the Partnership may issue additional Partnership
Securities and options, rights, warrants and appreciation rights relating to
the Partnership Securities for any Partnership purpose at any time and from
time to time to such Persons for such consideration and on such terms and
conditions as shall be established by the General Partner in its sole
discretion, all without the approval of any Limited Partners.
 
  (b) Each additional Partnership Security authorized to be issued by the
Partnership pursuant to Section 5.6(a) may be issued in one or more classes,
or one or more series of any such classes, with such designations,
preferences, rights, powers and duties (which may be senior to existing
classes and series of Partnership Securities), as shall be fixed by the
General Partner in the exercise of its sole discretion, including (i) the
right to share Partnership profits and losses or items thereof; (ii) the right
to share in Partnership distributions; (iii) the rights upon dissolution and
liquidation of the Partnership; (iv) whether, and the terms and conditions
upon which, the Partnership may redeem the Partnership Security; (v) whether
such Partnership Security is issued with the
 
                                     A-27

privilege of conversion or exchange and, if so, the terms and conditions of
such conversion or exchange; (vi) the terms and conditions upon which each
Partnership Security will be issued, evidenced by certificates and assigned or
transferred; and (vii) the right, if any, of each such Partnership Security to
vote on Partnership matters, including matters relating to the relative
rights, preferences and privileges of such Partnership Security.
 
  (c) The General Partner is hereby authorized and directed to take all
actions that it deems necessary or appropriate in connection with (i) each
issuance of Partnership Securities and options, rights, warrants and
appreciation rights relating to Partnership Securities pursuant to this
Section 5.6, (ii) the conversion of the General Partner Interest and Incentive
Distribution Rights into Units pursuant to the terms of this Agreement, (iii)
the admission of Additional Limited Partners and (iv) all additional issuances
of Partnership Securities. The General Partner is further authorized and
directed to specify the relative rights, powers and duties of the holders of
the Units or other Partnership Securities being so issued. The General Partner
shall do all things necessary to comply with the Delaware Act and is
authorized and directed to do all things it deems to be necessary or advisable
in connection with any future issuance of Partnership Securities or in
connection with the conversion of the General Partner Interest into Units
pursuant to the terms of this Agreement, including compliance with any
statute, rule, regulation or guideline of any federal, state or other
governmental agency or any National Securities Exchange on which the Units or
other Partnership Securities are listed for trading.
 
Section 5.7 Limitations on Issuance of Additional Partnership Securities.
 
  The issuance of Partnership Securities pursuant to Section 5.6 shall be
subject to the following restrictions and limitations:
 
  (a) During the Subordination Period, the Partnership shall not issue (and
shall not issue any options, rights, warrants or appreciation rights relating
to) an aggregate of more than 9,800,000 additional Parity Units without the
prior approval of the holders of a Unit Majority. In applying this limitation,
there shall be excluded Common Units and other Parity Units issued (A) in
connection with the exercise of the Over-Allotment Option, (B) in accordance
with Sections 5.7(b) and 5.7(c), (C) upon conversion of Subordinated Units
pursuant to Section 5.8, (D) upon conversion of the General Partner Interest
and Incentive Distribution Rights pursuant to Section 11.3(b), (D) pursuant to
the employee benefit plans of the General Partner, the Partnership or any
other Group Member and (E) in the event of a combination or subdivision of
Common Units.
 
  (b) The Partnership may also issue an unlimited number of Parity Units,
prior to the end of the Subordination Period and without the prior approval of
the Unitholders, if such issuance occurs (i) in connection with an Acquisition
or a Capital Improvement or (ii) within 365 days of, and the net proceeds from
such issuance are used to repay debt incurred in connection with, an
Acquisition or a Capital Improvement, in each case where such Acquisition or
Capital Improvement involves assets that, if acquired by the Partnership as of
the date that is one year prior to the first day of the Quarter in which such
Acquisition is to be consummated or such Capital Improvement is to be
completed, would have resulted in an increase in:
 
    (A) the amount of Adjusted Operating Surplus generated by the Partnership
  on a per-Unit basis (for all Outstanding Units) with respect to each of the
  four most recently completed Quarters (on a pro-forma basis as described
  below) as compared to
 
    (B) the actual amount of Adjusted Operating Surplus generated by the
  Partnership on a per-Unit basis (for all Outstanding Units) (excluding
  Adjusted Operating Surplus attributable to the Acquisition or Capital
  Improvement) with respect to each of such four most recently completed
  Quarters.
 
  If the issuance of Parity Units with respect to an Acquisition or Capital
Improvement occurs within the first four full Quarters after the Closing Date,
then Adjusted Operating Surplus as used in clauses (A) (subject to the
succeeding sentence) and (B) above shall be calculated (i) for each Quarter,
if any, that commenced after the Closing Date for which actual results of
operations are available, based on the actual Adjusted Operating Surplus of
the Partnership generated with respect to such Quarter, and (ii) for each
other Quarter, on a pro forma basis consistent with the procedures, as
applicable, set forth in Appendix D to the Registration Statement.
Furthermore,
 
                                     A-28

the amount in clause (A) shall be determined on a pro forma basis assuming
that (1) all of the Parity Units or Partnership Securities to be issued in
connection with or within 365 days of such Acquisition or Capital Improvement
had been issued and outstanding, (2) all indebtedness for borrowed money to be
incurred or assumed in connection with such Acquisition or Capital Improvement
(other than any such indebtedness that is to be repaid with the proceeds of
such issuance of Parity Units) had been incurred or assumed, in each case as
of the commencement of such four-Quarter period, (3) the personnel expenses
that would have been incurred by the Partnership in the operation of the
acquired assets are the personnel expenses for employees to be retained by the
Partnership in the operation of the acquired assets, and (4) the non-personnel
costs and expenses are computed on the same basis as those incurred by the
Partnership in the operation of the Partnership's business at similarly
situated Partnership facilities.
 
  (c) The Partnership may also issue an unlimited number of Parity Units,
prior to the end of the Subordination Period and without the approval of the
Unitholders, if the proceeds from such issuance are used exclusively to repay
up to $40 million of indebtedness of a Group Member where the aggregate amount
of distributions that would have been paid with respect to such newly issued
Units or Partnership Securities, plus the related distributions on the General
Partner Interest in the Partnership and the Operating Partnership in respect
of the four-Quarter period ending prior to the first day of the Quarter in
which the issuance is to be consummated (assuming such additional Units or
Partnership Securities had been Outstanding throughout such period and that
distributions equal to the distributions that were actually paid on the
Outstanding Units during the period were paid on such additional Units or
Partnership Securities) did not exceed the interest costs actually incurred
during such period on the indebtedness that is to be repaid (or, if such
indebtedness was not outstanding throughout the entire period, would have been
incurred had such indebtedness been outstanding for the entire period).
 
  (d) During the Subordination Period, the Partnership shall not issue (and
shall not issue any options, rights, warrants or appreciation rights relating
to) additional Partnership Securities having rights to distributions or in
liquidation ranking prior or senior to the Common Units, without the prior
approval of the holders of a Unit Majority.
 
  (e) No fractional Units shall be issued by the Partnership.
 
Section 5.8 Conversion of Subordinated Units.
 
  (a) A total of 2,450,000 of the Outstanding Subordinated Units will convert
into Common Units on a one-for-one basis on the first day after the Record
Date for distribution in respect of any Quarter ending on or after December
31, 2001, in respect of which:
 
    (i) distributions under Section 6.4 in respect of all Outstanding Common
  Units and Subordinated Units with respect to each of the three consecutive,
  non-overlapping four-Quarter periods immediately preceding such date
  equaled or exceeded the sum of the Minimum Quarterly Distribution on all of
  the Outstanding Common Units and Subordinated Units during such periods;
 
    (ii) the Adjusted Operating Surplus generated during each of the two
  consecutive, non-overlapping four-Quarter periods immediately preceding
  such date equaled or exceeded the sum of the Minimum Quarterly Distribution
  on all of the Outstanding Common Units and Subordinated Units, plus the
  related distribution on the General Partner Interest in the Partnership and
  the Operating Partnership, during such periods; and
 
    (iii) the Cumulative Common Unit Arrearage on all of the Common Units is
  zero.
 
  (b) An additional 2,450,000 of the Outstanding Subordinated Units will
convert into Common Units on a one-for-one basis on the first day after the
Record Date for distribution in respect of any Quarter ending on or after
December 31, 2002, in respect of which:
 
                                     A-29

    (i) distributions under Section 6.4 in respect of all Outstanding Common
  Units and Subordinated Units with respect to each of the three consecutive,
  non-overlapping four-Quarter periods immediately preceding such date
  equaled or exceeded the sum of the Minimum Quarterly Distribution on all of
  the Outstanding Common Units and Subordinated Units during such periods;
 
    (ii) the Adjusted Operating Surplus generated during each of the two
  consecutive, non-overlapping four-Quarter periods immediately preceding
  such date equaled or exceeded the sum of the Minimum Quarterly Distribution
  on all of the Outstanding Common Units and Subordinated Units, plus the
  related distribution on the General Partner Interest in the Partnership and
  the Operating Partnership, during such periods; and
 
    (iii) the Cumulative Common Unit Arrearage on all of the Common Units is
  zero;
 
provided, however, that the conversion of Subordinated Units pursuant to this
Section 5.8(b) may not occur until at least one year following the conversion
of Subordinated Units pursuant to Section 5.8(a).
 
  (c) In the event that less than all of the Outstanding Subordinated Units
shall convert into Common Units pursuant to Section 5.8(a) or 5.8(b) at a time
when there shall be more than one holder of Subordinated Units, then, unless
all of the holders of Subordinated Units shall agree to a different
allocation, the Subordinated Units that are to be converted into Common Units
shall be allocated among the holders of Subordinated Units pro rata based on
the number of Subordinated Units held by each such holder.
 
  (d) Any Subordinated Units that are not converted into Common Units pursuant
to Sections 5.8(a) and (b) shall convert into Common Units on a one-for-one
basis on the first day following the Record Date for distributions in respect
of the final Quarter of the Subordination Period.
 
  (e) Notwithstanding any other provision of this Agreement, all the then
Outstanding Subordinated Units will automatically convert into Common Units on
a one-for-one basis as set forth in, and pursuant to the terms of, Section
11.4.
 
  (f) A Subordinated Unit that has converted into a Common Unit shall be
subject to the provisions of Section 6.7(b).
 
Section 5.9 Limited Preemptive Right.
 
  Except as provided in this Section 5.9 and in Section 5.2, no Person shall
have any preemptive, preferential or other similar right with respect to the
issuance of any Partnership Security, whether unissued, held in the treasury
or hereafter created. The General Partner shall have the right, which it may
from time to time assign in whole or in part to any of its Affiliates, to
purchase Partnership Securities from the Partnership whenever, and on the same
terms that, the Partnership issues Partnership Securities to Persons other
than the General Partner and its Affiliates, to the extent necessary to
maintain the Percentage Interests of the General Partner and its Affiliates
equal to that which existed immediately prior to the issuance of such
Partnership Securities.
 
Section 5.10 Splits and Combination.
 
  (a) Subject to Sections 5.10(d), 6.6 and 6.9 (dealing with adjustments of
distribution levels), the Partnership may make a Pro Rata distribution of
Partnership Securities to all Record Holders or may effect a subdivision or
combination of Partnership Securities so long as, after any such event, each
Partner shall have the same Percentage Interest in the Partnership as before
such event, and any amounts calculated on a per Unit basis (including any
Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a
number of Units (including the number of Subordinated Units that may convert
prior to the end of the Subordination Period and the number of additional
Parity Units that may be issued pursuant to Section 5.7 without a Unitholder
vote) are proportionately adjusted retroactive to the beginning of the
Partnership.
 
                                     A-30

  (b) Whenever such a distribution, subdivision or combination of Partnership
Securities is declared, the General Partner shall select a Record Date as of
which the distribution, subdivision or combination shall be effective and
shall send notice thereof at least 20 days prior to such Record Date to each
Record Holder as of a date not less than 10 days prior to the date of such
notice. The General Partner also may cause a firm of independent public
accountants selected by it to calculate the number of Partnership Securities
to be held by each Record Holder after giving effect to such distribution,
subdivision or combination. The General Partner shall be entitled to rely on
any certificate provided by such firm as conclusive evidence of the accuracy
of such calculation.
 
  (c) Promptly following any such distribution, subdivision or combination,
the Partnership may issue Certificates to the Record Holders of Partnership
Securities as of the applicable Record Date representing the new number of
Partnership Securities held by such Record Holders, or the General Partner may
adopt such other procedures as it may deem appropriate to reflect such
changes. If any such combination results in a smaller total number of
Partnership Securities Outstanding, the Partnership shall require, as a
condition to the delivery to a Record Holder of such new Certificate, the
surrender of any Certificate held by such Record Holder immediately prior to
such Record Date.
 
  (d) The Partnership shall not issue fractional Units upon any distribution,
subdivision or combination of Units. If a distribution, subdivision or
combination of Units would result in the issuance of fractional Units but for
the provisions of Section 5.7(e) and this Section 5.10(d), each fractional
Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be
rounded to the next higher Unit).
 
Section 5.11 Fully Paid and Non-Assessable Nature of Limited Partner
Interests.
 
  All Limited Partner Interests issued pursuant to, and in accordance with the
requirements of, this Article V shall be fully paid and non-assessable Limited
Partner Interests in the Partnership, except as such non-assessability may be
affected by Section 17-607 of the Delaware Act.
 
                                  ARTICLE VI
 
                         ALLOCATIONS AND DISTRIBUTIONS
 
Section 6.1 Allocations for Capital Account Purposes.
 
  For purposes of maintaining the Capital Accounts and in determining the
rights of the Partners among themselves, the Partnership's items of income,
gain, loss and deduction (computed in accordance with Section 5.5(b)) shall be
allocated among the Partners in each taxable year (or portion thereof) as
provided herein below.
 
  (a) Net Income. After giving effect to the special allocations set forth in
Section 6.1(d), Net Income for each taxable year and all items of income,
gain, loss and deduction taken into account in computing Net Income for such
taxable year shall be allocated as follows:
 
    (i) First, 100% to the General Partner in an amount equal to the
  aggregate Net Losses allocated to the General Partner pursuant to Section
  6.1(b)(iii) for all previous taxable years until the aggregate Net Income
  allocated to the General Partner pursuant to this Section 6.1(a)(i) for the
  current taxable year and all previous taxable years is equal to the
  aggregate Net Losses allocated to the General Partner pursuant to Section
  6.1(b)(iii) for all previous taxable years;
 
    (ii) Second, 1% to the General Partner in an amount equal to the
  aggregate Net Losses allocated to the General Partner pursuant to Section
  6.1(b)(ii) for all previous taxable years and 99% to the Unitholders, in
  accordance with their respective Percentage Interests, until the aggregate
  Net Income allocated to such
 
                                     A-31

  Partners pursuant to this Section 6.1(a)(ii) for the current taxable year
  and all previous taxable years is equal to the aggregate Net Losses
  allocated to such Partners pursuant to Section 6.1(b)(ii) for all previous
  taxable years; and
 
    (iii) Third, the balance, if any, 100% to the General Partner and the
  Unitholders in accordance with their respective Percentage Interests.
 
  (b) Net Losses. After giving effect to the special allocations set forth in
Section 6.1(d), Net Losses for each taxable period and all items of income,
gain, loss and deduction taken into account in computing Net Losses for such
taxable period shall be allocated as follows:
 
    (i) First, 1% to the General Partner and 99% to the Unitholders, in
  accordance with their respective Percentage Interests, until the aggregate
  Net Losses allocated pursuant to this Section 6.1(b)(i) for the current
  taxable year and all previous taxable years is equal to the aggregate Net
  Income allocated to such Partners pursuant to Section 6.1(a)(iii) for all
  previous taxable years, provided that the Net Losses shall not be allocated
  pursuant to this Section 6.1(b)(i) to the extent that such allocation would
  cause any Unitholder to have a deficit balance in its Adjusted Capital
  Account at the end of such taxable year (or increase any existing deficit
  balance in its Adjusted Capital Account);
 
    (ii) Second, 1% to the General Partner and 99% to the Unitholders in
  accordance with their respective Percentage Interests; provided, that Net
  Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the
  extent that such allocation would cause any Unitholder to have a deficit
  balance in its Adjusted Capital Account at the end of such taxable year (or
  increase any existing deficit balance in its Adjusted Capital Account);
 
    (iii) Third, the balance, if any, 100% to the General Partner.
 
  (c) Net Termination Gains and Losses. After giving effect to the special
allocations set forth in Section 6.1(d), all items of income, gain, loss and
deduction taken into account in computing Net Termination Gain or Net
Termination Loss for such taxable period shall be allocated in the same manner
as such Net Termination Gain or Net Termination Loss is allocated hereunder.
All allocations under this Section 6.1(c) shall be made after Capital Account
balances have been adjusted by all other allocations provided under this
Section 6.1 and after all distributions of Available Cash provided under
Sections 6.4 and 6.5 have been made; provided, however, that solely for
purposes of this Section 6.1(c), Capital Accounts shall not be adjusted for
distributions made pursuant to Section 12.4.
 
    (i) If a Net Termination Gain is recognized (or deemed recognized
  pursuant to Section 5.5(d)), such Net Termination Gain shall be allocated
  among the Partners in the following manner (and the Capital Accounts of the
  Partners shall be increased by the amount so allocated in each of the
  following subclauses, in the order listed, before an allocation is made
  pursuant to the next succeeding subclause):
 
      (A) First, to each Partner having a deficit balance in its Capital
    Account, in the proportion that such deficit balance bears to the total
    deficit balances in the Capital Accounts of all Partners, until each
    such Partner has been allocated Net Termination Gain equal to any such
    deficit balance in its Capital Account;
 
      (B) Second, 99% to all Unitholders holding Common Units, Pro Rata,
    and 1% to the General Partner until the Capital Account in respect of
    each Common Unit then Outstanding is equal to the sum of (1) its
    Unrecovered Capital plus (2) the Minimum Quarterly Distribution for the
    Quarter during which the Liquidation Date occurs, reduced by any
    distribution pursuant to Section 6.4(a)(i) or (b)(i) with respect to
    such Common Unit for such Quarter, (the amount determined pursuant to
    this clause (2) is hereinafter defined as the "Unpaid MQD") plus (3)
    any then existing Cumulative Common Unit Arrearage;
 
      (C) Third, if such Net Termination Gain is recognized (or is deemed
    to be recognized) prior to the expiration of the Subordination Period,
    99% to all Unitholders holding Subordinated Units, Pro
 
                                     A-32

    Rata, and 1% to the General Partner until the Capital Account in
    respect of each Subordinated Unit then Outstanding equals the sum of
    (1) its Unrecovered Capital, determined for the taxable year (or
    portion thereof) to which this allocation of gain relates, plus (2) the
    Minimum Quarterly Distribution for the Quarter during which the
    Liquidation Date occurs, reduced by any distribution pursuant to
    Section 6.4(a)(iii) with respect to such Subordinated Unit for such
    Quarter;
 
      (D) Fourth, 85.8673% to all Unitholders, Pro Rata, 13.1327% to the
    holders of the Incentive Distribution Rights, Pro Rata, and 1% to the
    General Partner until the Capital Account in respect of each Common
    Unit then Outstanding is equal to the sum of (1) its Unrecovered
    Capital, plus (2) the Unpaid MQD, plus (3) any then existing Cumulative
    Common Unit Arrearage, plus (4) the excess of (aa) the First Target
    Distribution less the Minimum Quarterly Distribution for each Quarter
    of the Partnership's existence over (bb) the cumulative per Unit amount
    of any distributions of Operating Surplus that was distributed pursuant
    to Sections 6.4(a)(iv) and 6.4(b)(ii) (the sum of (1) plus (2) plus (3)
    plus (4) is hereinafter defined as the "First Liquidation Target
    Amount");
 
      (E) Fifth, 75.7653% to all Unitholders, Pro Rata, 23.2347% to the
    holders of the Incentive Distribution Rights, Pro Rata, and 1% to the
    General Partner until the Capital Account in respect of each Common
    Unit then Outstanding is equal to the sum of (1) the First Liquidation
    Target Amount, plus (2) the excess of (aa) the Second Target
    Distribution less the First Target Distribution for each Quarter of the
    Partnership's existence over (bb) the cumulative per Unit amount of any
    distributions of Operating Surplus that was distributed pursuant to
    Sections 6.4(a)(v) and 6.4(b)(iii) (the sum of (1) plus (2) is
    hereinafter defined as the "Second Liquidation Target Amount");
 
      (F) Finally, any remaining amount 50.5102% to all Unitholders, Pro
    Rata, 48.4898% to the holders of the Incentive Distribution Rights, Pro
    Rata, and 1% to the General Partner.
 
    (ii) If a Net Termination Loss is recognized (or deemed recognized
  pursuant to Section 5.5(d)), such Net Termination Loss shall be allocated
  among the Partners in the following manner:
 
      (A) First, if such Net Termination Loss is recognized (or is deemed
    to be recognized) prior to the conversion of the last Outstanding
    Subordinated Unit, 99% to the Unitholders holding Subordinated Units,
    Pro Rata, and 1% to the General Partner until the Capital Account in
    respect of each Subordinated Unit then Outstanding has been reduced to
    zero;
 
      (B) Second, 99% to all Unitholders holding Common Units, Pro Rata,
    and 1% to the General Partner until the Capital Account in respect of
    each Common Unit then Outstanding has been reduced to zero; and
 
      (C) Third, the balance, if any, 100% to the General Partner.
 
  (d) Special Allocations. Notwithstanding any other provision of this Section
6.1, the following special allocations shall be made for such taxable period:
 
    (i) Partnership Minimum Gain Chargeback. Notwithstanding any other
  provision of this Section 6.1, if there is a net decrease in Partnership
  Minimum Gain during any Partnership taxable period, each Partner shall be
  allocated items of Partnership income and gain for such period (and, if
  necessary, subsequent periods) in the manner and amounts provided in
  Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-
  2(j)(2)(i), or any successor provision. For purposes of this Section
  6.1(d), each Partner's Adjusted Capital Account balance shall be
  determined, and the allocation of income or gain required hereunder shall
  be effected, prior to the application of any other allocations pursuant to
  this Section 6.1(d) with respect to such taxable period (other than an
  allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii)). This Section
  6.1(d)(i) is intended to comply with the Partnership Minimum Gain
  chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall
  be interpreted consistently therewith.
 
                                     A-33

    (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding
  the other provisions of this Section 6.1 (other than Section 6.1(d)(i)),
  except as provided in Treasury Regulation Section 1.704-2(i)(4), if there
  is a net decrease in Partner Nonrecourse Debt Minimum Gain during any
  Partnership taxable period, any Partner with a share of Partner Nonrecourse
  Debt Minimum Gain at the beginning of such taxable period shall be
  allocated items of Partnership income and gain for such period (and, if
  necessary, subsequent periods) in the manner and amounts provided in
  Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any
  successor provisions. For purposes of this Section 6.1(d), each Partner's
  Adjusted Capital Account balance shall be determined, and the allocation of
  income or gain required hereunder shall be effected, prior to the
  application of any other allocations pursuant to this Section 6.1(d), other
  than Section 6.1(d)(i) and other than an allocation pursuant to Sections
  6.1(d)(vi) and 6.1(d)(vii), with respect to such taxable period. This
  Section 6.1(d)(ii) is intended to comply with the chargeback of items of
  income and gain requirement in Treasury Regulation Section 1.704-2(i)(4)
  and shall be interpreted consistently therewith.
 
    (iii) Priority Allocations.
 
      (A) If the amount of cash or the Net Agreed Value of any property
    distributed (except cash or property distributed pursuant to Section
    12.4) to any Unitholder with respect to its Units for a taxable year is
    greater (on a per Unit basis) than the amount of cash or the Net Agreed
    Value of property distributed to the other Unitholders with respect to
    their Units (on a per Unit basis), then (1) each Unitholder receiving
    such greater cash or property distribution shall be allocated gross
    income in an amount equal to the product of (aa) the amount by which
    the distribution (on a per Unit basis) to such Unitholder exceeds the
    distribution (on a per Unit basis) to the Unitholders receiving the
    smallest distribution and (bb) the number of Units owned by the
    Unitholder receiving the greater distribution; and (2) the General
    Partner shall be allocated gross income in an aggregate amount equal to
    1/99th of the sum of the amounts allocated in clause (1) above.
 
      (B) After the application of Section 6.1(d)(iii)(A), all or any
    portion of the remaining items of Partnership gross income or gain for
    the taxable period, if any, shall be allocated 100% to the holders of
    Incentive Distribution Rights, Pro Rata, until the aggregate amount of
    such items allocated to the holders of Incentive Distribution Rights
    pursuant to this paragraph 6.1(d)(iii)(B) for the current taxable year
    and all previous taxable years is equal to the cumulative amount of all
    Incentive Distributions made to the holders of Incentive Distribution
    Rights from the Closing Date to a date 45 days after the end of the
    current taxable year.
 
    (iv) Qualified Income Offset. In the event any Partner unexpectedly
  receives any adjustments, allocations or distributions described in
  Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-
  1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income
  and gain shall be specially allocated to such Partner in an amount and
  manner sufficient to eliminate, to the extent required by the Treasury
  Regulations promulgated under Section 704(b) of the Code, the deficit
  balance, if any, in its Adjusted Capital Account created by such
  adjustments, allocations or distributions as quickly as possible unless
  such deficit balance is otherwise eliminated pursuant to Section 6.1(d)(i)
  or (ii).
 
    (v) Gross Income Allocations. In the event any Partner has a deficit
  balance in its Capital Account at the end of any Partnership taxable period
  in excess of the sum of (A) the amount such Partner is required to restore
  pursuant to the provisions of this Agreement and (B) the amount such
  Partner is deemed obligated to restore pursuant to Treasury Regulation
  Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially
  allocated items of Partnership gross income and gain in the amount of such
  excess as quickly as possible; provided, that an allocation pursuant to
  this Section 6.1(d)(v) shall be made only if and to the extent that such
  Partner would have a deficit balance in its Capital Account as adjusted
  after all other allocations provided for in this Section 6.1 have been
  tentatively made as if this Section 6.1(d)(v) were not in this Agreement.

                                     A-34

    (vi) Nonrecourse Deductions. Nonrecourse Deductions for any taxable
  period shall be allocated to the Partners in accordance with their
  respective Percentage Interests. If the General Partner determines in its
  good faith discretion that the Partnership's Nonrecourse Deductions must be
  allocated in a different ratio to satisfy the safe harbor requirements of
  the Treasury Regulations promulgated under Section 704(b) of the Code, the
  General Partner is authorized, upon notice to the other Partners, to revise
  the prescribed ratio to the numerically closest ratio that does satisfy
  such requirements.
 
    (vii) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for
  any taxable period shall be allocated 100% to the Partner that bears the
  Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which
  such Partner Nonrecourse Deductions are attributable in accordance with
  Treasury Regulation Section 1.704-2(i). If more than one Partner bears the
  Economic Risk of Loss with respect to a Partner Nonrecourse Debt, such
  Partner Nonrecourse Deductions attributable thereto shall be allocated
  between or among such Partners in accordance with the ratios in which they
  share such Economic Risk of Loss.
 
    (viii) Nonrecourse Liabilities. For purposes of Treasury Regulation
  Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of
  the Partnership in excess of the sum of (A) the amount of Partnership
  Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be
  allocated among the Partners in accordance with their respective Percentage
  Interests.
 
    (ix) Code Section 754 Adjustments. To the extent an adjustment to the
  adjusted tax basis of any Partnership asset pursuant to Section 734(b) or
  743(c) of the Code is required, pursuant to Treasury Regulation Section
  1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital
  Accounts, the amount of such adjustment to the Capital Accounts shall be
  treated as an item of gain (if the adjustment increases the basis of the
  asset) or loss (if the adjustment decreases such basis), and such item of
  gain or loss shall be specially allocated to the Partners in a manner
  consistent with the manner in which their Capital Accounts are required to
  be adjusted pursuant to such Section of the Treasury Regulations.
 
    (x) Economic Uniformity. At the election of the General Partner with
  respect to any taxable period ending upon, or after, the termination of the
  Subordination Period, all or a portion of the remaining items of
  Partnership gross income or gain for such taxable period, after taking into
  account allocations pursuant to Section 6.1(d)(iii), shall be allocated
  100% to each Partner holding Subordinated Units that are Outstanding as of
  the termination of the Subordination Period ("Final Subordinated Units") in
  the proportion of the number of Final Subordinated Units held by such
  Partner to the total number of Final Subordinated Units then Outstanding,
  until each such Partner has been allocated an amount of gross income or
  gain which increases the Capital Account maintained with respect to such
  Final Subordinated Units to an amount equal to the product of (A) the
  number of Final Subordinated Units held by such Partner and (B) the Per
  Unit Capital Amount for a Common Unit. The purpose of this allocation is to
  establish uniformity between the Capital Accounts underlying Final
  Subordinated Units and the Capital Accounts underlying Common Units held by
  Persons other than the General Partner and its Affiliates immediately prior
  to the conversion of such Final Subordinated Units into Common Units. This
  allocation method for establishing such economic uniformity will only be
  available to the General Partner if the method for allocating the Capital
  Account maintained with respect to the Subordinated Units between the
  transferred and retained Subordinated Units pursuant to Section 5.5(c)(ii)
  does not otherwise provide such economic uniformity to the Final
  Subordinated Units.
 
    (xi) Curative Allocation.
 
      (A) Notwithstanding any other provision of this Section 6.1, other
    than the Required Allocations, the Required Allocations shall be taken
    into account in making the Agreed Allocations so that, to the extent
    possible, the net amount of items of income, gain, loss and deduction
    allocated to each Partner pursuant to the Required Allocations and the
    Agreed Allocations, together, shall be equal to the net amount of such
    items that would have been allocated to each such Partner under the
    Agreed Allocations had the Required Allocations and the related
    Curative Allocation not otherwise been
    provided in this Section 6.1. Notwithstanding the preceding sentence,
    Required Allocations relating to
 
                                     A-35

    (1) Nonrecourse Deductions shall not be taken into account except to
    the extent that there has been a decrease in Partnership Minimum Gain
    and (2) Partner Nonrecourse Deductions shall not be taken into account
    except to the extent that there has been a decrease in Partner
    Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section
    6.1(d)(xi)(A) shall only be made with respect to Required Allocations
    to the extent the General Partner reasonably determines that such
    allocations will otherwise be inconsistent with the economic agreement
    among the Partners. Further, allocations pursuant to this Section
    6.1(d)(xi)(A) shall be deferred with respect to allocations pursuant to
    clauses (1) and (2) hereof to the extent the General Partner reasonably
    determines that such allocations are likely to be offset by subsequent
    Required Allocations.
 
      (B) The General Partner shall have reasonable discretion, with
    respect to each taxable period, to (1) apply the provisions of Section
    6.1(d)(xi)(A) in whatever order is most likely to minimize the economic
    distortions that might otherwise result from the Required Allocations,
    and (2) divide all allocations pursuant to Section 6.1(d)(xi)(A) among
    the Partners in a manner that is likely to minimize such economic
    distortions.
 
    (xii) Corrective Allocations. In the event of any allocation of
  Additional Book Basis Derivative Items or any Book-Down Event or any
  recognition of a Net Termination Loss, the following rules shall apply:
 
      (A) In the case of any allocation of Additional Book Basis Derivative
    Items (other than an allocation of Unrealized Gain or Unrealized Loss
    under Section 5.5(d) hereof), the General Partner shall allocate
    additional items of gross income and gain away from the holders of
    Incentive Distribution Rights to the Unitholders and the General
    Partner, or additional items of deduction and loss away from the
    Unitholders and the General Partner to the holders of Incentive
    Distribution Rights, to the extent that the Additional Book Basis
    Derivative Items allocated to the Unitholders or the General Partner
    exceed their Share of Additional Book Basis Derivative Items. For this
    purpose, the Unitholders and the General Partner shall be treated as
    being allocated Additional Book Basis Derivative Items to the extent
    that such Additional Book Basis Derivative Items have reduced the
    amount of income that would otherwise have been allocated to the
    Unitholders or the General Partner under the Partnership Agreement
    (e.g., Additional Book Basis Derivative Items taken into account in
    computing cost of goods sold would reduce the amount of book income
    otherwise available for allocation among the Partners). Any allocation
    made pursuant to this Section 6.1(d)(xii)(A) shall be made after all of
    the other Agreed Allocations have been made as if this Section
    6.1(d)(xii) were not in this Agreement and, to the extent necessary,
    shall require the reallocation of items that have been allocated
    pursuant to such other Agreed Allocations.
 
      (B) In the case of any negative adjustments to the Capital Accounts
    of the Partners resulting from a Book-Down Event or from the
    recognition of a Net Termination Loss, such negative adjustment (1)
    shall first be allocated, to the extent of the Aggregate Remaining Net
    Positive Adjustments, in such a manner, as reasonably determined by the
    General Partner, that to the extent possible the aggregate Capital
    Accounts of the Partners will equal the amount which would have been
    the Capital Account balance of the Partners if no prior Book-Up Events
    had occurred, and (2) any negative adjustment in excess of the
    Aggregate Remaining Net Positive Adjustments shall be allocated
    pursuant to Section 6.1(c) hereof.
 
      (C) In making the allocations required under this Section
    6.1(d)(xii), the General Partner, in its sole discretion, may apply
    whatever conventions or other methodology it deems reasonable to
    satisfy the purpose of this Section 6.1(d)(xii).
 
Section 6.2 Allocations for Tax Purposes.
 
  (a) Except as otherwise provided herein, for federal income tax purposes,
each item of income, gain, loss and deduction shall be allocated among the
Partners in the same manner as its correlative item of "book" income, gain,
loss or deduction is allocated pursuant to Section 6.1.
 
                                     A-36

  (b) In an attempt to eliminate Book-Tax Disparities attributable to a
Contributed Property or Adjusted Property, items of income, gain, loss,
depreciation, amortization and cost recovery deductions shall be allocated for
federal income tax purposes among the Partners as follows:
 
    (i) (A) In the case of a Contributed Property, such items attributable
  thereto shall be allocated among the Partners in the manner provided under
  Section 704(c) of the Code that takes into account the variation between
  the Agreed Value of such property and its adjusted basis at the time of
  contribution; and (B) any item of Residual Gain or Residual Loss
  attributable to a Contributed Property shall be allocated among the
  Partners in the same manner as its correlative item of "book" gain or loss
  is allocated pursuant to Section 6.1.
 
    (ii) (A) In the case of an Adjusted Property, such items shall (1) first,
  be allocated among the Partners in a manner consistent with the principles
  of Section 704(c) of the Code to take into account the Unrealized Gain or
  Unrealized Loss attributable to such property and the allocations thereof
  pursuant to Section 5.5(d)(i) or 5.5(d)(ii), and (2) second, in the event
  such property was originally a Contributed Property, be allocated among the
  Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item
  of Residual Gain or Residual Loss attributable to an Adjusted Property
  shall be allocated among the Partners in the same manner as its correlative
  item of "book" gain or loss is allocated pursuant to Section 6.1.
 
    (iii) The General Partner shall apply the principles of Treasury
  Regulation Section 1.704-3(d) to eliminate Book-Tax Disparities.
 
  (c) For the proper administration of the Partnership and for the
preservation of uniformity of the Limited Partner Interests (or any class or
classes thereof), the General Partner shall have sole discretion to (i) adopt
such conventions as it deems appropriate in determining the amount of
depreciation, amortization and cost recovery deductions; (ii) make special
allocations for federal income tax purposes of income (including, without
limitation, gross income) or deductions; and (iii) amend the provisions of
this Agreement as appropriate (x) to reflect the proposal or promulgation of
Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y)
otherwise to preserve or achieve uniformity of the Limited Partner Interests
(or any class or classes thereof). The General Partner may adopt such
conventions, make such allocations and make such amendments to this Agreement
as provided in this Section 6.2(c) only if such conventions, allocations or
amendments would not have a material adverse effect on the Partners, the
holders of any class or classes of Limited Partner Interests issued and
Outstanding or the Partnership, and if such allocations are consistent with
the principles of Section 704 of the Code.
 
  (d) The General Partner in its discretion may determine to depreciate or
amortize the portion of an adjustment under Section 743(b) of the Code
attributable to unrealized appreciation in any Adjusted Property (to the
extent of the unamortized Book-Tax Disparity) using a predetermined rate
derived from the depreciation or amortization method and useful life applied
to the Partnership's common basis of such property, despite any inconsistency
of such approach with Proposed Treasury Regulation Section 1.168-2(n),
Treasury Regulation Section 1.167(c)-l(a)(6) or the legislative history of
Section 197 of the Code. If the General Partner determines that such reporting
position cannot reasonably be taken, the General Partner may adopt
depreciation and amortization conventions under which all purchasers acquiring
Limited Partner Interests in the same month would receive depreciation and
amortization deductions, based upon the same applicable rate as if they had
purchased a direct interest in the Partnership's property. If the General
Partner chooses not to utilize such aggregate method, the General Partner may
use any other reasonable depreciation and amortization conventions to preserve
the uniformity of the intrinsic tax characteristics of any Limited Partner
Interests that would not have a material adverse effect on the Limited
Partners or the Record Holders of any class or classes of Limited Partner
Interests.
 
  (e) Any gain allocated to the Partners upon the sale or other taxable
disposition of any Partnership asset shall, to the extent possible, after
taking into account other required allocations of gain pursuant to this
 
                                     A-37

Section 6.2, be characterized as Recapture Income in the same proportions and
to the same extent as such Partners (or their predecessors in interest) have
been allocated any deductions directly or indirectly giving rise to the
treatment of such gains as Recapture Income.
 
  (f) All items of income, gain, loss, deduction and credit recognized by the
Partnership for federal income tax purposes and allocated to the Partners in
accordance with the provisions hereof shall be determined without regard to
any election under Section 754 of the Code which may be made by the
Partnership; provided, however, that such allocations, once made, shall be
adjusted as necessary or appropriate to take into account those adjustments
permitted or required by Sections 734 and 743 of the Code.
 
  (g) Each item of Partnership income, gain, loss and deduction attributable
to a transferred Partnership Interest, shall for federal income tax purposes,
be determined on an annual basis and prorated on a monthly basis and shall be
allocated to the Partners as of the opening of the New York Stock Exchange on
the first Business Day of each month; provided, however, that (i) such items
for the period beginning on the Closing Date and ending on the last day of the
month in which the Option Closing Date or the expiration of the Over-allotment
Option occurs shall be allocated to the Partners as of the opening of the New
York Stock Exchange on the first Business Day of the next succeeding month;
and provided, further, that gain or loss on a sale or other disposition of any
assets of the Partnership other than in the ordinary course of business shall
be allocated to the Partners as of the opening of the New York Stock Exchange
on the first Business Day of the month in which such gain or loss is
recognized for federal income tax purposes. The General Partner may revise,
alter or otherwise modify such methods of allocation as it determines
necessary, to the extent permitted or required by Section 706 of the Code and
the regulations or rulings promulgated thereunder.
 
  (h) Allocations that would otherwise be made to a Limited Partner under the
provisions of this Article VI shall instead be made to the beneficial owner of
Limited Partner Interests held by a nominee in any case in which the nominee
has furnished the identity of such owner to the Partnership in accordance with
Section 6031(c) of the Code or any other method acceptable to the General
Partner in its sole discretion.
 
Section 6.3 Requirement and Characterization of Distributions; Distributions
to Record Holders.
 
  (a) Within 45 days following the end of each Quarter commencing with the
Quarter ending on December 31, 1998, an amount equal to 100% of Available Cash
with respect to such Quarter shall, subject to Section 17-607 of the Delaware
Act, be distributed in accordance with this Article VI by the Partnership to
the Partners as of the Record Date selected by the General Partner in its
reasonable discretion. All amounts of Available Cash distributed by the
Partnership on any date from any source shall be deemed to be Operating
Surplus until the sum of all amounts of Available Cash theretofore distributed
by the Partnership to the Partners pursuant to Section 6.4 equals the
Operating Surplus from the Closing Date through the close of the immediately
preceding Quarter. Any remaining amounts of Available Cash distributed by the
Partnership on such date shall, except as otherwise provided in Section 6.5,
be deemed to be "Capital Surplus." All distributions required to be made under
this Agreement shall be made subject to Section 17-607 of the Delaware Act.
 
  (b) Notwithstanding Section 6.3(a), in the event of the dissolution and
liquidation of the Partnership, all receipts received during or after the
Quarter in which the Liquidation Date occurs, other than from borrowings
described in (a)(ii) of the definition of Available Cash, shall be applied and
distributed solely in accordance with, and subject to the terms and conditions
of, Section 12.4.
 
  (c) The General Partner shall have the discretion to treat taxes paid by the
Partnership on behalf of, or amounts withheld with respect to, all or less
than all of the Partners, as a distribution of Available Cash to such
Partners.
 
  (d) Each distribution in respect of a Partnership Interest shall be paid by
the Partnership, directly or through the Transfer Agent or through any other
Person or agent, only to the Record Holder of such Partnership Interest
 
                                     A-38

as of the Record Date set for such distribution. Such payment shall constitute
full payment and satisfaction of the Partnership's liability in respect of
such payment, regardless of any claim of any Person who may have an interest
in such payment by reason of an assignment or otherwise.
 
Section 6.4 Distributions of Available Cash from Operating Surplus.
 
  (a) During Subordination Period. Available Cash with respect to any Quarter
within the Subordination Period that is deemed to be Operating Surplus
pursuant to the provisions of Section 6.3 or 6.5 shall, subject to Section 17-
607 of the Delaware Act, be distributed as follows, except as otherwise
required by Section 5.6(b) in respect of additional Partnership Securities
issued pursuant thereto:
 
    (i) First, 99% to the Unitholders holding Common Units, Pro Rata, and 1%
  to the General Partner until there has been distributed in respect of each
  Common Unit then Outstanding an amount equal to the Minimum Quarterly
  Distribution for such Quarter;
 
    (ii) Second, 99% to the Unitholders holding Common Units, Pro Rata, and
  1% to the General Partner until there has been distributed in respect of
  each Common Unit then Outstanding an amount equal to the Cumulative Common
  Unit Arrearage existing with respect to such Quarter;
 
    (iii) Third, 99% to the Unitholders holding Subordinated Units, Pro Rata,
  and 1% to the General Partner until there has been distributed in respect
  of each Subordinated Unit then Outstanding an amount equal to the Minimum
  Quarterly Distribution for such Quarter;
 
    (iv) Fourth, 85.8673% to all Unitholders, Pro Rata, 13.1327% to the
  holders of the Incentive Distribution Rights, Pro Rata, and 1% to the
  General Partner until there has been distributed in respect of each Unit
  then Outstanding an amount equal to the excess of the First Target
  Distribution over the Minimum Quarterly Distribution for such Quarter;
 
    (v) Fifth, 75.7653% to all Unitholders, Pro Rata, 23.2347% to the holders
  of the Incentive Distribution Rights, Pro Rata, and 1% to the General
  Partner until there has been distributed in respect of each Unit then
  Outstanding an amount equal to the excess of the Second Target Distribution
  over the First Target Distribution for such Quarter; and
 
    (vi) Thereafter, 50.5102% to all Unitholders, Pro Rata, 48.4898% to the
  holders of the Incentive Distribution Rights, Pro Rata, and 1% to the
  General Partner;
 
provided, however, if the Minimum Quarterly Distribution, the First Target
Distribution and the Second Target Distribution have been reduced to zero
pursuant to the second sentence of Section 6.6(a), the distribution of
Available Cash that is deemed to be Operating Surplus with respect to any
Quarter will be made solely in accordance with Section 6.4(a)(vi).
 
  (b) After Subordination Period. Available Cash with respect to any Quarter
after the Subordination Period that is deemed to be Operating Surplus pursuant
to the provisions of Section 6.3 or 6.5, subject to Section 17-607 of the
Delaware Act, shall be distributed as follows, except as otherwise required by
Section 5.6(b) in respect of additional Partnership Securities issued pursuant
thereto:
 
    (i) First, 99% to all Unitholders, Pro Rata, and 1% to the General
  Partner until there has been distributed in respect of each Unit then
  Outstanding an amount equal to the Minimum Quarterly Distribution for such
  Quarter;
 
    (ii) Second, 85.8673% to all Unitholders, Pro Rata, and 13.1327% to the
  holders of the Incentive Distribution Rights, Pro Rata, and 1% to the
  General Partner until there has been distributed in respect of each Unit
  then Outstanding an amount equal to the excess of the First Target
  Distribution over the Minimum Quarterly Distribution for such Quarter;
 
    (iii) Third, 75.7653% to all Unitholders, Pro Rata, and 23.2347% to the
  holders of the Incentive Distribution Rights, Pro Rata, and 1% to the
  General Partner until there has been distributed in respect of
 
                                     A-39

  each Unit then Outstanding an amount equal to the excess of the Second
  Target Distribution over the First Target Distribution for such Quarter;
  and
 
    (iv) Thereafter, 50.5102% to all Unitholders, Pro Rata, and 48.4898% to
  the holders of the Incentive Distribution Rights, Pro Rata, and 1% to the
  General Partner;
 
provided, however, if the Minimum Quarterly Distribution, the First Target
Distribution and the Second Target Distribution have been reduced to zero
pursuant to the second sentence of Section 6.6(a), the distribution of
Available Cash that is deemed to be Operating Surplus with respect to any
Quarter will be made solely in accordance with Section 6.4(b)(iv).
 
Section 6.5 Distributions of Available Cash from Capital Surplus.
 
  Available Cash that is deemed to be Capital Surplus pursuant to the
provisions of Section 6.3(a) shall, subject to Section 17-607 of the Delaware
Act, be distributed, unless the provisions of Section 6.3 require otherwise,
99% to all Unitholders, Pro Rata, and 1% to the General Partner until a
hypothetical holder of a Common Unit acquired on the Closing Date has received
with respect to such Common Unit, during the period since the Closing Date
through such date, distributions of Available Cash that are deemed to be
Capital Surplus in an aggregate amount equal to the Initial Unit Price.
Available Cash that is deemed to be Capital Surplus shall then be distributed
99% to all Unitholders holding Common Units, Pro Rata, and 1% to the General
Partner until there has been distributed in respect of each Common Unit then
Outstanding an amount equal to the Cumulative Common Unit Arrearage.
Thereafter, all Available Cash shall be distributed as if it were Operating
Surplus and shall be distributed in accordance with Section 6.4.
 
Section 6.6 Adjustment of Minimum Quarterly Distribution and Target
Distribution Levels.
 
  (a) The Minimum Quarterly Distribution, First Target Distribution, Second
Target Distribution, Common Unit Arrearages and Cumulative Common Unit
Arrearages shall be proportionately adjusted in the event of any distribution,
combination or subdivision (whether effected by a distribution payable in
Units or otherwise) of Units or other Partnership Securities in accordance
with Section 5.10. In the event of a distribution of Available Cash that is
deemed to be from Capital Surplus, the then applicable Minimum Quarterly
Distribution, First Target Distribution and Second Target Distribution shall
be adjusted proportionately downward to equal the product obtained by
multiplying the otherwise applicable Minimum Quarterly Distribution, First
Target Distribution and Second Target Distribution, as the case may be, by a
fraction of which the numerator is the Unrecovered Capital of the Common Units
immediately after giving effect to such distribution and of which the
denominator is the Unrecovered Capital of the Common Units immediately prior
to giving effect to such distribution.
 
  (b) The Minimum Quarterly Distribution, First Target Distribution and Second
Target Distribution shall also be subject to adjustment pursuant to Section
6.9.
 
Section 6.7 Special Provisions Relating to the Holders of Subordinated Units.
 
  (a) Except with respect to the right to vote on or approve matters requiring
the vote or approval of a percentage of the holders of Outstanding Common
Units and the right to participate in allocations of income, gain, loss and
deduction and distributions made with respect to Common Units, the holder of a
Subordinated Unit shall have all of the rights and obligations of a Unitholder
holding Common Units hereunder; provided, however, that immediately upon the
conversion of Subordinated Units into Common Units pursuant to Section 5.8,
the Unitholder holding a Subordinated Unit shall possess all of the rights and
obligations of a Unitholder holding Common Units hereunder, including the
right to vote as a Common Unitholder and the right to participate in
allocations of income, gain, loss and deduction and distributions made with
respect to Common Units; provided, however, that such converted Subordinated
Units shall remain subject to the provisions of Sections 5.5(c)(ii), 6.1(d)(x)
and 6.7(b).
 
                                     A-40

  (b) The Unitholder holding a Subordinated Unit which has converted into a
Common Unit pursuant to Section 5.8 shall not be issued a Common Unit
Certificate pursuant to Section 4.1, and shall not be permitted to transfer
its converted Subordinated Units to a Person which is not an Affiliate of the
holder until such time as the General Partner determines, based on advice of
counsel, that a converted Subordinated Unit should have, as a substantive
matter, like intrinsic economic and federal income tax characteristics, in all
material respects, to the intrinsic economic and federal income tax
characteristics of an Initial Common Unit. In connection with the condition
imposed by this Section 6.7(b), the General Partner may take whatever
reasonable steps are required to provide economic uniformity to the converted
Subordinated Units in preparation for a transfer of such converted
Subordinated Units, including the application of Sections 5.5(c)(ii) and
6.1(d)(x); provided, however, that no such steps may be taken that would have
a material adverse effect on the Unitholders holding Common Units represented
by Common Unit Certificates.
 
Section 6.8 Special Provisions Relating to the Holders of Incentive
Distribution Rights.
 
  Notwithstanding anything to the contrary set forth in this Agreement, the
holders of the Incentive Distribution Rights (a) shall (i) possess the rights
and obligations provided in this Agreement with respect to a Limited Partner
pursuant to Articles III and VII and (ii) have a Capital Account as a Partner
pursuant to Section 5.5 and all other provisions related thereto and (b) shall
not (i) be entitled to vote on any matters requiring the approval or vote of
the holders of Outstanding Units, (ii) be entitled to any distributions other
than as provided in Sections 6.4(a)(v), (vi) and (vii), 6.4(b)(iii), (iv) and
(v), and 12.4 or (iii) be allocated items of income, gain, loss or deduction
other than as specified in this Article VI.
 
Section 6.9 Entity-Level Taxation.
 
  If legislation is enacted or the interpretation of existing language is
modified by the relevant governmental authority which causes the Partnership
or the Operating Partnership to be treated as an association taxable as a
corporation or otherwise subjects the Partnership or the Operating Partnership
to entity-level taxation for federal income tax purposes, the then applicable
Minimum Quarterly Distribution, First Target Distribution and Second Target
Distribution shall be adjusted to equal the product obtained by multiplying
(a) the amount thereof by (b) one minus the sum of (i) the highest marginal
federal corporate (or other entity, as applicable) income tax rate of the
Partnership or the Operating Partnership for the taxable year of the
Partnership or the Operating Partnership in which such Quarter occurs
(expressed as a percentage) plus (ii) the effective overall state and local
income tax rate (expressed as a percentage) applicable to the Partnership or
the Operating Partnership for the calendar year next preceding the calendar
year in which such Quarter occurs (after taking into account the benefit of
any deduction allowable for federal income tax purposes with respect to the
payment of state and local income taxes), but only to the extent of the
increase in such rates resulting from such legislation or interpretation. Such
effective overall state and local income tax rate shall be determined for the
taxable year next preceding the first taxable year during which the
Partnership or the Operating Partnership is taxable for federal income tax
purposes as an association taxable as a corporation or is otherwise subject to
entity-level taxation by determining such rate as if the Partnership or the
Operating Partnership had been subject to such state and local taxes during
such preceding taxable year.
 
                                     A-41

                                  ARTICLE VII
 
                     MANAGEMENT AND OPERATION OF BUSINESS
 
Section 7.1 Management.
 
  (a) The General Partner shall conduct, direct and manage all activities of
the Partnership. Except as otherwise expressly provided in this Agreement, all
management powers over the business and affairs of the Partnership shall be
exclusively vested in the General Partner, and no Limited Partner or Assignee
shall have any management power over the business and affairs of the
Partnership. In addition to the powers now or hereafter granted a general
partner of a limited partnership under applicable law or which are granted to
the General Partner under any other provision of this Agreement, the General
Partner, subject to Section 7.3, shall have full power and authority to do all
things and on such terms as it, in its sole discretion, may deem necessary or
appropriate to conduct the business of the Partnership, to exercise all powers
set forth in Section 2.5 and to effectuate the purposes set forth in Section
2.4, including the following:
 
    (i) the making of any expenditures, the lending or borrowing of money,
  the assumption or guarantee of, or other contracting for, indebtedness and
  other liabilities, the issuance of evidences of indebtedness, including
  indebtedness that is convertible into Partnership Securities, and the
  incurring of any other obligations;
 
    (ii) the making of tax, regulatory and other filings, or rendering of
  periodic or other reports to governmental or other agencies having
  jurisdiction over the business or assets of the Partnership;
 
    (iii) the acquisition, disposition, mortgage, pledge, encumbrance,
  hypothecation or exchange of any or all of the assets of the Partnership or
  the merger or other combination of the Partnership with or into another
  Person (the matters described in this clause (iii) being subject, however,
  to any prior approval that may be required by Section 7.3);
 
    (iv) the use of the assets of the Partnership (including cash on hand)
  for any purpose consistent with the terms of this Agreement, including the
  financing of the conduct of the operations of the Partnership Group, the
  lending of funds to other Persons (including the Operating Partnership),
  the repayment of obligations of the Partnership Group and the making of
  capital contributions to any member of the Partnership Group;
 
    (v) the negotiation, execution and performance of any contracts,
  conveyances or other instruments (including instruments that limit the
  liability of the Partnership under contractual arrangements to all or
  particular assets of the Partnership, with the other party to the contract
  to have no recourse against the General Partner or its assets other than
  its interest in the Partnership, even if same results in the terms of the
  transaction being less favorable to the Partnership than would otherwise be
  the case);
 
    (vi) the distribution of Partnership cash;
 
    (vii) the selection and dismissal of employees (including employees
  having titles such as "president," "vice president," "secretary" and
  "treasurer") and agents, outside attorneys, accountants, consultants and
  contractors and the determination of their compensation and other terms of
  employment or hiring;
 
    (viii) the maintenance of such insurance for the benefit of the
  Partnership Group and the Partners as it deems necessary or appropriate;
 
    (ix) the formation of, or acquisition of an interest in, and the
  contribution of property and the making of loans to, any further limited or
  general partnerships, joint ventures, corporations or other relationships
  (including the acquisition of interests in, and the contributions of
  property to, the Operating Partnership from time to time) subject to the
  restrictions set forth in Section 2.4;
 
    (x) the control of any matters affecting the rights and obligations of
  the Partnership, including the bringing and defending of actions at law or
  in equity and otherwise engaging in the conduct of litigation and the
  incurring of legal expense and the settlement of claims and litigation;
 
                                     A-42

    (xi) the indemnification of any Person against liabilities and
  contingencies to the extent permitted by law;
 
    (xii) the entering into of listing agreements with any National
  Securities Exchange and the delisting of some or all of the Limited Partner
  Interests from, or requesting that trading be suspended on, any such
  exchange (subject to any prior approval that may be required under Section
  4.8);
 
    (xiii) unless restricted or prohibited by Section 5.7, the purchase, sale
  or other acquisition or disposition of Partnership Securities, or the
  issuance of additional options, rights, warrants and appreciation rights
  relating to Partnership Securities; and
 
    (xiv) the undertaking of any action in connection with the Partnership's
  participation in the Operating Partnership as a partner.
 
  (b) Notwithstanding any other provision of this Agreement, the Operating
Partnership Agreement, the Delaware Act or any applicable law, rule or
regulation, each of the Partners and Assignees and each other Person who may
acquire an interest in Partnership Securities hereby (i) approves, ratifies
and confirms the execution, delivery and performance by the parties thereto of
the Operating Partnership Agreement, the Underwriting Agreement, the
Contribution and Conveyance Agreement, the agreements and other documents
filed as exhibits to the Registration Statement, and the other agreements
described in or filed as a part of the Registration Statement; (ii) agrees
that the General Partner (on its own or through any officer of the
Partnership) is authorized to execute, deliver and perform the agreements
referred to in clause (i) of this sentence and the other agreements, acts,
transactions and matters described in or contemplated by the Registration
Statement on behalf of the Partnership without any further act, approval or
vote of the Partners or the Assignees or the other Persons who may acquire an
interest in Partnership Securities; and (iii) agrees that the execution,
delivery or performance by the General Partner, any Group Member or any
Affiliate of any of them, of this Agreement or any agreement authorized or
permitted under this Agreement (including the exercise by the General Partner
or any Affiliate of the General Partner of the rights accorded pursuant to
Article XV), shall not constitute a breach by the General Partner of any duty
that the General Partner may owe the Partnership or the Limited Partners or
any other Persons under this Agreement (or any other agreements) or of any
duty stated or implied by law or equity.
 
Section 7.2 Certificate of Limited Partnership.
 
  The General Partner has caused the Certificate of Limited Partnership to be
filed with the Secretary of State of the State of Delaware as required by the
Delaware Act and shall use all reasonable efforts to cause to be filed such
other certificates or documents as may be determined by the General Partner in
its sole discretion to be reasonable and necessary or appropriate for the
formation, continuation, qualification and operation of a limited partnership
(or a partnership in which the limited partners have limited liability) in the
State of Delaware or any other state in which the Partnership may elect to do
business or own property. To the extent that such action is determined by the
General Partner in its sole discretion to be reasonable and necessary or
appropriate, the General Partner shall file amendments to and restatements of
the Certificate of Limited Partnership and do all things to maintain the
Partnership as a limited partnership (or a partnership or other entity in
which the limited partners have limited liability) under the laws of the State
of Delaware or of any other state in which the Partnership may elect to do
business or own property. Subject to the terms of Section 3.4(a), the General
Partner shall not be required, before or after filing, to deliver or mail a
copy of the Certificate of Limited Partnership, any qualification document or
any amendment thereto to any Limited Partner.
 
Section 7.3 Restrictions on General Partner's Authority.
 
  (a) The General Partner may not, without written approval of the specific
act by holders of all of the Outstanding Limited Partner Interests or by other
written instrument executed and delivered by holders of all of the Outstanding
Limited Partner Interests subsequent to the date of this Agreement, take any
action in contravention of this Agreement, including, except as otherwise
provided in this Agreement, (i) committing any act that would make it
impossible to carry on the ordinary business of the Partnership; (ii)
possessing Partnership
 
                                     A-43

property, or assigning any rights in specific Partnership property, for other
than a Partnership purpose; (iii) admitting a Person as a Partner; (iv)
amending this Agreement in any manner; or (v) transferring its interest as
general partner of the Partnership.
 
  (b) Except as provided in Articles XII and XIV, the General Partner may not
sell, exchange or otherwise dispose of all or substantially all of the
Partnership's assets in a single transaction or a series of related
transactions or approve on behalf of the Partnership the sale, exchange or
other disposition of all or substantially all of the assets of the Operating
Partnership, without the approval of holders of at least a Unit Majority;
provided however that this provision shall not preclude or limit the General
Partner's ability to mortgage, pledge, hypothecate or grant a security
interest in all or substantially all of the assets of the Partnership or
Operating Partnership and shall not apply to any forced sale of any or all of
the assets of the Partnership or Operating Partnership pursuant to the
foreclosure of, or other realization upon, any such encumbrance. Without the
approval of holders of at least a Unit Majority, the General Partner shall
not, on behalf of the Partnership, (i) consent to any amendment to the
Operating Partnership Agreement or, except as expressly permitted by Section
7.9(d), take any action permitted to be taken by a partner of the Operating
Partnership, in either case, that would have a material adverse effect on the
Partnership as a partner of the Operating Partnership or (ii) except as
permitted under Sections 4.6, 11.1 and 11.2, elect or cause the Partnership to
elect a successor general partner of the Partnership or manager of the
Operating Partnership.
 
Section 7.4 Reimbursement of the General Partner.
 
  (a) Except as provided in this Section 7.4 and elsewhere in this Agreement
or in the Operating Partnership Agreement, the General Partner shall not be
compensated for its services as general partner or managing member of any
Group Member.
 
  (b) The General Partner shall be reimbursed on a monthly basis, or such
other reasonable basis as the General Partner may determine in its sole
discretion, for (i) all direct and indirect expenses it incurs or payments it
makes on behalf of the Partnership (including salary, bonus, incentive
compensation and other amounts paid to any Person including Affiliates of the
General Partner to perform services for the Partnership or for the General
Partner in the discharge of its duties to the Partnership), and (ii) all other
necessary or appropriate expenses allocable to the Partnership or otherwise
reasonably incurred by the General Partner in connection with operating the
Partnership's business (including expenses allocated to the General Partner by
its Affiliates). The General Partner shall determine the expenses that are
allocable to the Partnership in any reasonable manner determined by the
General Partner in its sole discretion. Reimbursements pursuant to this
Section 7.4 shall be in addition to any reimbursement to the General Partner
as a result of indemnification pursuant to Section 7.7.
 
  (c) Subject to Section 5.7, the General Partner, in its sole discretion and
without the approval of the Limited Partners (who shall have no right to vote
in respect thereof), may propose and adopt on behalf of the Partnership
employee benefit plans, employee programs and employee practices (including
plans, programs and practices involving the issuance of Partnership Securities
or options to purchase Partnership Securities), or cause the Partnership to
issue Partnership Securities in connection with, or pursuant to, any employee
benefit plan, employee program or employee practice maintained or sponsored by
the General Partner or any of its Affiliates, in each case for the benefit of
employees of the General Partner, any Group Member or any Affiliate, or any of
them, in respect of services performed, directly or indirectly, for the
benefit of the Partnership Group. The Partnership agrees to issue and sell to
the General Partner or any of its Affiliates any Partnership Securities that
the General Partner or such Affiliate is obligated to provide to any employees
pursuant to any such employee benefit plans, employee programs or employee
practices. Expenses incurred by the General Partner in connection with any
such plans, programs and practices (including the net cost to the General
Partner or such Affiliate of Partnership Securities purchased by the General
Partner or such Affiliate from the Partnership to fulfill options or awards
under such plans, programs and practices) shall be reimbursed in accordance
with Section 7.4(b). Any and all obligations of the General Partner under any
employee benefit plans, employee programs or employee practices adopted by the
General Partner as permitted by this Section 7.4(c) shall constitute
obligations of the
 
                                     A-44

General Partner hereunder and shall be assumed by any successor General
Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or
successor to all of the General Partner's General Partner Interest pursuant to
Section 4.6.
 
Section 7.5 Outside Activities.
 
  (a) After the Closing Date, the General Partner, for so long as it is the
General Partner of the Partnership (i) agrees that its sole business will be
to act as the general partner of the Partnership, the Operating Partnership,
and any other partnership or limited liability company of which the
Partnership or the Operating Partnership is, directly or indirectly, a partner
and to undertake activities that are ancillary or related thereto (including
being a limited partner in the partnership), (ii) shall not engage in any
business or activity or incur any debts or liabilities except in connection
with or incidental to (A) its performance as general partner of one or more
Group Members or as described in or contemplated by the Registration Statement
or (B) the acquiring, owning or disposing of debt or equity securities in any
Group Member and (iii) shall not, and shall cause its Affiliates not to,
engage in any Restricted Activity in the continental United States.
 
  (b) Except as specifically restricted by Section 7.5(a), each Indemnitee
(other than the General Partner) shall have the right to engage in businesses
of every type and description and other activities for profit and to engage in
and possess an interest in other business ventures of any and every type or
description, whether in businesses engaged in or anticipated to be engaged in
by any Group Member, independently or with others, including business
interests and activities (other than Restricted Activities in the continental
United States) in direct competition with the business and activities of any
Group Member, and none of the same shall constitute a breach of this Agreement
or any duty express or implied by law to any Group Member or any Partner or
Assignee. Neither any Group Member, any Limited Partner nor any other Person
shall have any rights by virtue of this Agreement, the Operating Partnership
Agreement or the partnership relationship established hereby or thereby in any
business ventures of any Indemnitee.
 
  (c) Subject to the terms of Section 7.5(a) and 7.5(b), but otherwise
notwithstanding anything to the contrary in this Agreement, (i) the engaging
in competitive activities by any Indemnitees (other than the General Partner)
in accordance with the provisions of this Section 7.5 is hereby approved by
the Partnership and all Partners and (ii) it shall be deemed not to be a
breach of the General Partner's fiduciary duty or any other obligation of any
type whatsoever of the General Partner for the Indemnitees (other than the
General Partner) to engage in such business interests and activities in
preference to or to the exclusion of the Partnership (including, without
limitation, the General Partner and the Indemnities shall have no obligation
to present business opportunities to the Partnership).
 
  (d) The General Partner and any of its Affiliates may acquire Units or other
Partnership Securities in addition to those acquired on the Closing Date and,
except as otherwise provided in this Agreement, shall be entitled to exercise
all rights of the General Partner or Limited Partner, as applicable, relating
to such Units or Partnership Securities.
 
  (e) The term "Affiliates" when used in Sections 7.5(a) and 7.5(b) with
respect to the General Partner shall not include any Group Member or any
Subsidiary of the Group Member.
 
  (f) Anything in this Agreement to the contrary notwithstanding, to the
extent that provisions of Sections 7.7, 7.8, 7.9, 7.10 or other Sections of
this Agreement purport or are interpreted to have the effect of restricting
the fiduciary duties that might otherwise, as a result of Delaware or other
applicable law, be owed by the General Partner to the Partnership and its
Limited Partners, or to constitute a waiver or consent by the Limited Partners
to any such restriction, such provisions shall be inapplicable and have no
effect in determining whether the General Partner has complied with its
fiduciary duties in connection with determinations made by it under this
Section 7.5.
 
                                     A-45

Section 7.6 Loans from the General Partner; Loans or Contributions from the
Partnership; Contracts with Affiliates; Certain Restrictions on the General
Partner.
 
  (a) The General Partner or its Affiliates may lend to any Group Member, and
any Group Member may borrow from the General Partner or any of its Affiliates,
funds needed or desired by the Group Member for such periods of time and in
such amounts as the General Partner may determine; provided, however, that in
any such case the lending party may not charge the borrowing party interest at
a rate greater than the rate that would be charged the borrowing party or
impose terms less favorable to the borrowing party than would be charged or
imposed on the borrowing party by unrelated lenders on comparable loans made
on an arm's-length basis (without reference to the lending party's financial
abilities or guarantees). The borrowing party shall reimburse the lending
party for any costs (other than any additional interest costs) incurred by the
lending party in connection with the borrowing of such funds. For purposes of
this Section 7.6(a) and Section 7.6(b), the term "Group Member" shall include
any Affiliate of a Group Member that is controlled by the Group Member. No
Group Member may lend funds to the General Partner or any of its Affiliates
(other than another Group Member).
 
  (b) The Partnership may lend or contribute to any Group Member, and any
Group Member may borrow from the Partnership, funds on terms and conditions
established in the sole discretion of the General Partner; provided, however,
that the Partnership may not charge the Group Member interest at a rate less
than the rate that would be charged to the Group Member (without reference to
the General Partner's financial abilities or guarantees) by unrelated lenders
on comparable loans. The foregoing authority shall be exercised by the General
Partner in its sole discretion and shall not create any right or benefit in
favor of any Group Member or any other Person.
 
  (c) The General Partner may itself, or may enter into an agreement with any
of its Affiliates to, render services to a Group Member or to the General
Partner in the discharge of its duties as general partner of the Partnership.
Any services rendered to a Group Member by the General Partner or any of its
Affiliates shall be on terms that are fair and reasonable to the Partnership;
provided, however, that the requirements of this Section 7.6(c) shall be
deemed satisfied as to (i) any transaction approved by Special Approval, (ii)
any transaction, the terms of which are no less favorable to the Partnership
Group than those generally being provided to or available from unrelated third
parties or (iii) any transaction that, taking into account the totality of the
relationships between the parties involved (including other transactions that
may be particularly favorable or advantageous to the Partnership Group), is
equitable to the Partnership Group. The provisions of Section 7.4 shall apply
to the rendering of services described in this Section 7.6(c).
 
  (d) The Partnership Group may transfer assets to joint ventures, other
partnerships, corporations, limited liability companies or other business
entities in which it is or thereby becomes a participant upon such terms and
subject to such conditions as are consistent with this Agreement and
applicable law.
 
  (e) Neither the General Partner nor any of its Affiliates shall sell,
transfer or convey any property to, or purchase any property from, the
Partnership, directly or indirectly, except pursuant to transactions that are
fair and reasonable to the Partnership; provided, however, that the
requirements of this Section 7.6(e) shall be deemed to be satisfied as to (i)
the transactions effected pursuant to Sections 5.2 and 5.3, the Contribution
and Conveyance Agreement and any other transactions described in or
contemplated by the Registration Statement, (ii) any transaction approved by
Special Approval, (iii) any transaction, the terms of which are no less
favorable to the Partnership than those generally being provided to or
available from unrelated third parties, or (iv) any transaction that, taking
into account the totality of the relationships between the parties involved
(including other transactions that may be particularly favorable or
advantageous to the Partnership), is equitable to the Partnership. With
respect to any contribution of assets to the Partnership in exchange for
Partnership Securities, the Conflicts Committee, in determining whether the
appropriate number of Partnership Securities are being issued, may take into
account, among other things, the fair market value of the assets, the
liquidated and contingent liabilities assumed, the tax basis in the assets,
the extent to which tax-only allocations to the transferor will protect the
existing partners of the Partnership against a low tax basis, and such other
factors as the Conflicts Committee deems relevant under the circumstances.
 
                                     A-46

  (f) The General Partner and its Affiliates will have no obligation to permit
any Group Member to use any facilities or assets of the General Partner and
its Affiliates, except as may be provided in contracts entered into from time
to time specifically dealing with such use, nor shall there be any obligation
on the part of the General Partner or its Affiliates to enter into such
contracts.
 
  (g) Without limitation of Sections 7.6(a) through 7.6(f), and
notwithstanding anything to the contrary in this Agreement, the existence of
the conflicts of interest described in the Registration Statement are hereby
approved by all Partners.
 
Section 7.7 Indemnification.
 
  (a) To the fullest extent permitted by law but subject to the limitations
expressly provided in this Agreement, all Indemnitees shall be indemnified and
held harmless by the Partnership from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including legal fees and
expenses), judgments, fines, penalties, interest, settlements or other amounts
arising from any and all claims, demands, actions, suits or proceedings,
whether civil, criminal, administrative or investigative, in which any
Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise, by reason of its status as an Indemnitee; provided, that in each
case the Indemnitee acted in good faith and in a manner that such Indemnitee
reasonably believed to be in, or (in the case of a Person other than the
General Partner) not opposed to, the best interests of the Partnership and,
with respect to any criminal proceeding, had no reasonable cause to believe
its conduct was unlawful; provided, further, no indemnification pursuant to
this Section 7.7 shall be available to the General Partner with respect to its
obligations incurred pursuant to the Underwriting Agreement or the
Contribution and Conveyance Agreement (other than obligations incurred by the
General Partner on behalf of the Partnership or the Operating Partnership).
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that the Indemnitee acted in a manner contrary
to that specified above. Any indemnification pursuant to this Section 7.7
shall be made only out of the assets of the Partnership, it being agreed that
the General Partner shall not be personally liable for such indemnification
and shall have no obligation to contribute or loan any monies or property to
the Partnership to enable it to effectuate such indemnification.
 
  (b) To the fullest extent permitted by law, expenses (including legal fees
and expenses) incurred by an Indemnitee who is indemnified pursuant to Section
7.7(a) in defending any claim, demand, action, suit or proceeding shall, from
time to time, be advanced by the Partnership prior to the final disposition of
such claim, demand, action, suit or proceeding upon receipt by the Partnership
of any undertaking by or on behalf of the Indemnitee to repay such amount if
it shall be determined that the Indemnitee is not entitled to be indemnified
as authorized in this Section 7.7.
 
  (c) The indemnification provided by this Section 7.7 shall be in addition to
any other rights to which an Indemnitee may be entitled under any agreement,
pursuant to any vote of the holders of Outstanding Limited Partner Interests,
as a matter of law or otherwise, both as to actions in the Indemnitee's
capacity as an Indemnitee and as to actions in any other capacity (including
any capacity under the Underwriting Agreement), and shall continue as to an
Indemnitee who has ceased to serve in such capacity and shall inure to the
benefit of the heirs, successors, assigns and administrators of the
Indemnitee.
 
  (d) The Partnership may purchase and maintain (or reimburse the General
Partner or its Affiliates for the cost of) insurance, on behalf of the General
Partner, its Affiliates and such other Persons as the General Partner shall
determine, against any liability that may be asserted against or expense that
may be incurred by such Person in connection with the Partnership's activities
or such Person's activities on behalf of the Partnership, regardless of
whether the Partnership would have the power to indemnify such Person against
such liability under the provisions of this Agreement.
 
  (e) For purposes of this Section 7.7, the Partnership shall be deemed to
have requested an Indemnitee to serve as fiduciary of an employee benefit plan
whenever the performance by it of its duties to the Partnership
 
                                     A-47

also imposes duties on, or otherwise involves services by, it to the plan or
participants or beneficiaries of the plan; excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to applicable law
shall constitute "fines" within the meaning of Section 7.7(a); and action
taken or omitted by it with respect to any employee benefit plan in the
performance of its duties for a purpose reasonably believed by it to be in the
interest of the participants and beneficiaries of the plan shall be deemed to
be for a purpose which is in, or not opposed to, the best interests of the
Partnership.
 
  (f) In no event may an Indemnitee subject the Limited Partners to personal
liability by reason of the indemnification provisions set forth in this
Agreement.
 
  (g) An Indemnitee shall not be denied indemnification in whole or in part
under this Section 7.7 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the
transaction was otherwise permitted by the terms of this Agreement.
 
  (h) The provisions of this Section 7.7 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.
 
  (i) No amendment, modification or repeal of this Section 7.7 or any
provision hereof shall in any manner terminate, reduce or impair the right of
any past, present or future Indemnitee to be indemnified by the Partnership,
nor the obligations of the Partnership to indemnify any such Indemnitee under
and in accordance with the provisions of this Section 7.7 as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part,
prior to such amendment, modification or repeal, regardless of when such
claims may arise or be asserted.
 
Section 7.8 Liability of Indemnitees.
 
  (a) Notwithstanding anything to the contrary set forth in this Agreement, no
Indemnitee shall be liable for monetary damages to the Partnership, the
Limited Partners, the Assignees or any other Persons who have acquired
interests in the Partnership Securities, for losses sustained or liabilities
incurred as a result of any act or omission if such Indemnitee acted in good
faith.
 
  (b) Subject to its obligations and duties as General Partner set forth in
Section 7.1(a), the General Partner may exercise any of the powers granted to
it by this Agreement and perform any of the duties imposed upon it hereunder
either directly or by or through its agents, and the General Partner shall not
be responsible for any misconduct or negligence on the part of any such agent
appointed by the General Partner in good faith.
 
  (c) To the extent that, at law or in equity, an Indemnitee has duties
(including fiduciary duties) and liabilities relating thereto to the
Partnership or to the Partners, the General Partner and any other Indemnitee
acting in connection with the Partnership's business or affairs shall not be
liable to the Partnership or to any Partner for its good faith reliance on the
provisions of this Agreement. The provisions of this Agreement, to the extent
that they restrict or otherwise modify the duties and liabilities of an
Indemnitee otherwise existing at law or in equity, are agreed by the Partners
to replace such other duties and liabilities of such Indemnitee.
 
  (d) Any amendment, modification or repeal of this Section 7.8 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the liability to the Partnership, the Limited Partners, the
General Partner, and the Partnership's and General Partner's directors,
officers and employees under this Section 7.8 as in effect immediately prior
to such amendment, modification or repeal with respect to claims arising from
or relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may arise or
be asserted.
 
Section 7.9 Resolution of Conflicts of Interest.
 
  (a) Unless otherwise expressly provided in this Agreement or the Operating
Partnership Agreement, whenever a potential conflict of interest exists or
arises between the General Partner or any of its Affiliates, on the one hand,
and the Partnership, the Operating Partnership, any Partner or any Assignee,
on the other, any
 
                                     A-48

resolution or course of action by the General Partner or its Affiliates in
respect of such conflict of interest shall be permitted and deemed approved by
all Partners, and shall not constitute a breach of this Agreement, of the
Operating Partnership Agreement, of any agreement contemplated herein or
therein, or of any duty stated or implied by law or equity, if the resolution
or course of action is, or by operation of this Agreement is deemed to be,
fair and reasonable to the Partnership. The General Partner shall be
authorized but not required in connection with its resolution of such conflict
of interest to seek Special Approval of such resolution. Any conflict of
interest and any resolution of such conflict of interest shall be conclusively
deemed fair and reasonable to the Partnership if such conflict of interest or
resolution is (i) approved by Special Approval (as long as the material facts
known to the General Partner or any of its Affiliates regarding any proposed
transaction were disclosed to the Conflicts Committee at the time it gave its
approval), (ii) on terms no less favorable to the Partnership than those
generally being provided to or available from unrelated third parties or (iii)
fair to the Partnership, taking into account the totality of the relationships
between the parties involved (including other transactions that may be
particularly favorable or advantageous to the Partnership). The General
Partner may also adopt a resolution or course of action that has not received
Special Approval. The General Partner (including the Conflicts Committee in
connection with Special Approval) shall be authorized in connection with its
determination of what is "fair and reasonable" to the Partnership and in
connection with its resolution of any conflict of interest to consider (A) the
relative interests of any party to such conflict, agreement, transaction or
situation and the benefits and burdens relating to such interest; (B) any
customary or accepted industry practices and any customary or historical
dealings with a particular Person; (C) any applicable generally accepted
accounting practices or principles; and (D) such additional factors as the
General Partner (including the Conflicts Committee) determines in its sole
discretion to be relevant, reasonable or appropriate under the circumstances.
Nothing contained in this Agreement, however, is intended to nor shall it be
construed to require the General Partner (including the Conflicts Committee)
to consider the interests of any Person other than the Partnership. In the
absence of bad faith by the General Partner, the resolution, action or terms
so made, taken or provided by the General Partner with respect to such matter
shall not constitute a breach of this Agreement or any other agreement
contemplated herein or a breach of any standard of care or duty imposed herein
or therein or, to the extent permitted by law, under the Delaware Act or any
other law, rule or regulation.
 
  (b) Whenever this Agreement or any other agreement contemplated hereby
provides that the General Partner or any of its Affiliates is permitted or
required to make a decision (i) in its "sole discretion" or "discretion," that
it deems "necessary or appropriate" or "necessary or advisable" or under a
grant of similar authority or latitude, except as otherwise provided herein,
the General Partner or such Affiliate shall be entitled to consider only such
interests and factors as it desires and shall have no duty or obligation to
give any consideration to any interest of, or factors affecting, the
Partnership, the Operating Partnership, any Limited Partner or any Assignee,
(ii) it may make such decision in its sole discretion (regardless of whether
there is a reference to "sole discretion" or "discretion") unless another
express standard is provided for, or (iii) in "good faith" or under another
express standard, the General Partner or such Affiliate shall act under such
express standard and shall not be subject to any other or different standards
imposed by this Agreement, the Operating Partnership Agreement, any other
agreement contemplated hereby or under the Delaware Act or any other law, rule
or regulation. In addition, any actions taken by the General Partner or such
Affiliate consistent with the standards of "reasonable discretion" set forth
in the definitions of Available Cash or Operating Surplus shall not constitute
a breach of any duty of the General Partner to the Partnership or the Limited
Partners. The General Partner shall have no duty, express or implied, to sell
or otherwise dispose of any asset of the Partnership Group other than in the
ordinary course of business. No borrowing by any Group Member or the approval
thereof by the General Partner shall be deemed to constitute a breach of any
duty of the General Partner to the Partnership or the Limited Partners by
reason of the fact that the purpose or effect of such borrowing is directly or
indirectly to (A) enable distributions to the General Partner or its
Affiliates (including in their capacities as Limited Partners) to exceed 1% of
the total amount distributed to all partners or (B) hasten the expiration of
the Subordination Period or the conversion of any Subordinated Units into
Common Units.
 
  (c) Whenever a particular transaction, arrangement or resolution of a
conflict of interest is required under this Agreement to be "fair and
reasonable" to any Person, the fair and reasonable nature of such transaction,
arrangement or resolution shall be considered in the context of all similar or
related transactions.
 
                                     A-49

  (d) The Unitholders hereby authorize the General Partner, on behalf of the
Partnership as a partner of a Group Member, to approve of actions by the
general partner of such Group Member similar to those actions permitted to be
taken by the General Partner pursuant to this Section 7.9.
 
Section 7.10 Other Matters Concerning the General Partner.
 
  (a) The General Partner may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond, debenture
or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties.
 
  (b) The General Partner may consult with legal counsel, accountants,
appraisers, management consultants, investment bankers and other consultants
and advisers selected by it, and any act taken or omitted to be taken in
reliance upon the opinion (including an Opinion of Counsel) of such Persons as
to matters that the General Partner reasonably believes to be within such
Person's professional or expert competence shall be conclusively presumed to
have been done or omitted in good faith and in accordance with such opinion.
 
  (c) The General Partner shall have the right, in respect of any of its
powers or obligations hereunder, to act through any of its duly authorized
officers, a duly appointed attorney or attorneys-in-fact or the duly
authorized officers of the Partnership.
 
  (d) Any standard of care and duty imposed by this Agreement or under the
Delaware Act or any applicable law, rule or regulation shall be modified,
waived or limited, to the extent permitted by law, as required to permit the
General Partner to act under this Agreement or any other agreement
contemplated by this Agreement and to make any decision pursuant to the
authority prescribed in this Agreement, so long as such action is reasonably
believed by the General Partner to be in, or not inconsistent with, the best
interests of the Partnership.
 
Section 7.11 Purchase or Sale of Partnership Securities.
 
  The General Partner may cause the Partnership to purchase or otherwise
acquire Partnership Securities; provided that, except as permitted pursuant to
Section 4.10, the General Partner may not cause any Group Member to purchase
Subordinated Units during the Subordination Period. As long as Partnership
Securities are held by any Group Member, such Partnership Securities shall not
be considered Outstanding for any purpose, except as otherwise provided
herein. The General Partner or any Affiliate of the General Partner may also
purchase or otherwise acquire and sell or otherwise dispose of Partnership
Securities for its own account, subject to the provisions of Articles IV and
X.
 
Section 7.12 Registration Rights of the General Partner and its Affiliates.
 
  (a) If (i) the General Partner or any Affiliate of the General Partner
(including for purposes of this Section 7.12, any Person that is an Affiliate
of the General Partner at the date hereof notwithstanding that it may later
cease to be an Affiliate of the General Partner) holds Partnership Securities
that it desires to sell and (ii) Rule 144 of the Securities Act (or any
successor rule or regulation to Rule 144) or another exemption from
registration is not available to enable such holder of Partnership Securities
(the "Holder") to dispose of the number of Partnership Securities it desires
to sell at the time it desires to do so without registration under the
Securities Act, then upon the request of the General Partner or any of its
Affiliates, the Partnership shall file with the Commission as promptly as
practicable after receiving such request, and use all reasonable efforts to
cause to become effective and remain effective for a period of not less than
six months following its effective date or such shorter period as shall
terminate when all Partnership Securities covered by such registration
statement have been sold, a registration statement under the Securities Act
registering the offering and sale of the number of Partnership Securities
specified by the Holder; provided, however, that the Partnership shall not be
required to effect more than three registrations pursuant to this Section
7.12(a); and provided further, however, that if the Conflicts Committee
determines in its good faith judgment that a postponement of the requested
registration for
 
                                     A-50

up to six months would be in the best interests of the Partnership and its
Partners due to a pending transaction, investigation or other event, the
filing of such registration statement or the effectiveness thereof may be
deferred for up to six months, but not thereafter. In connection with any
registration pursuant to the immediately preceding sentence, the Partnership
shall promptly prepare and file (x) such documents as may be necessary to
register or qualify the securities subject to such registration under the
securities laws of such states as the Holder shall reasonably request;
provided, however, that no such qualification shall be required in any
jurisdiction where, as a result thereof, the Partnership would become subject
to general service of process or to taxation or qualification to do business
as a foreign corporation or partnership doing business in such jurisdiction
solely as a result of such registration, and (y) such documents as may be
necessary to apply for listing or to list the Partnership Securities subject
to such registration on such National Securities Exchange as the Holder shall
reasonably request, and do any and all other acts and things that may
reasonably be necessary or advisable to enable the Holder to consummate a
public sale of such Partnership Securities in such states. Except as set forth
in Section 7.12(c), all costs and expenses of any such registration and
offering (other than the underwriting discounts and commissions) shall be paid
by the Partnership, without reimbursement by the Holder.
 
  (b) If the Partnership shall at any time propose to file a registration
statement under the Securities Act for an offering of equity securities of the
Partnership for cash (other than an offering relating solely to an employee
benefit plan), the Partnership shall use all reasonable efforts to include
such number or amount of securities held by the Holder in such registration
statement as the Holder shall request. If the proposed offering pursuant to
this Section 7.12(b) shall be an underwritten offering, then, in the event
that the managing underwriter or managing underwriters of such offering advise
the Partnership and the Holder in writing that in their opinion the inclusion
of all or some of the Holder's Partnership Securities would adversely and
materially affect the success of the offering, the Partnership shall include
in such offering only that number or amount, if any, of securities held by the
Holder which, in the opinion of the managing underwriter or managing
underwriters, will not so adversely and materially affect the offering. Except
as set forth in Section 7.12(c), all costs and expenses of any such
registration and offering (other than the underwriting discounts and
commissions) shall be paid by the Partnership, without reimbursement by the
Holder.
 
  (c) If underwriters are engaged in connection with any registration referred
to in this Section 7.12, the Partnership shall provide indemnification,
representations, covenants, opinions and other assurance to the underwriters
in form and substance reasonably satisfactory to such underwriters. Further,
in addition to and not in limitation of the Partnership's obligation under
Section 7.7, the Partnership shall, to the fullest extent permitted by law,
indemnify and hold harmless the Holder, its officers, directors and each
Person who controls the Holder (within the meaning of the Securities Act) and
any agent thereof (collectively, "Indemnified Persons") against any losses,
claims, demands, actions, causes of action, assessments, damages, liabilities
(joint or several), costs and expenses (including interest, penalties and
reasonable attorneys' fees and disbursements), resulting to, imposed upon, or
incurred by the Indemnified Persons, directly or indirectly, under the
Securities Act or otherwise (hereinafter referred to in this Section 7.12(c)
as a "claim" and in the plural as "claims") based upon, arising out of or
resulting from any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which any
Partnership Securities were registered under the Securities Act or any state
securities or Blue Sky laws, in any preliminary prospectus (if used prior to
the effective date of such registration statement), or in any summary or final
prospectus or in any amendment or supplement thereto (if used during the
period the Partnership is required to keep the registration statement
current), or arising out of, based upon or resulting from the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements made therein not misleading;
provided, however, that the Partnership shall not be liable to any Indemnified
Person to the extent that any such claim arises out of, is based upon or
results from an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, such preliminary,
summary or final prospectus or such amendment or supplement, in reliance upon
and in conformity with written information furnished to the Partnership by or
on behalf of such Indemnified Person specifically for use in the preparation
thereof.
 
  (d) The provisions of Section 7.12(a) and 7.12(b) shall continue to be
applicable with respect to the General Partner (and any of the General
Partner's Affiliates) after it ceases to be a Partner of the Partnership,
during a
 
                                     A-51

period of two years subsequent to the effective date of such cessation and for
so long thereafter as is required for the Holder to sell all of the
Partnership Securities with respect to which it has requested during such two-
year period inclusion in a registration statement otherwise filed or that a
registration statement be filed; provided, however, that the Partnership shall
not be required to file successive registration statements covering the same
Partnership Securities for which registration was demanded during such two-
year period. The provisions of Section 7.12(c) shall continue in effect
thereafter.
 
  (e) Any request to register Partnership Securities pursuant to this Section
7.12 shall (i) specify the Partnership Securities intended to be offered and
sold by the Person making the request, (ii) express such Person's present
intent to offer such shares for distribution, (iii) describe the nature or
method of the proposed offer and sale of Partnership Securities, and (iv)
contain the undertaking of such Person to provide all such information and
materials and take all action as may be required in order to permit the
Partnership to comply with all applicable requirements in connection with the
registration of such Partnership Securities.
 
Section 7.13 Reliance by Third Parties.
 
  (a) Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Partnership shall be entitled to assume that the General
Partner and any officer of the General Partner authorized by the General
Partner to act on behalf of and in the name of the Partnership has full power
and authority to encumber, sell or otherwise use in any manner any and all
assets of the Partnership and to enter into any authorized contracts on behalf
of the Partnership, and such Person shall be entitled to deal with the General
Partner or any such officer as if it were the Partnership's sole party in
interest, both legally and beneficially. Each Limited Partner hereby waives
any and all defenses or other remedies that may be available against such
Person to contest, negate or disaffirm any action of the General Partner or
any such officer in connection with any such dealing. In no event shall any
Person dealing with the General Partner or any such officer or its
representatives be obligated to ascertain that the terms of the Agreement have
been complied with or to inquire into the necessity or expedience of any act
or action of the General Partner or any such officer or its representatives.
Each and every certificate, document or other instrument executed on behalf of
the Partnership by the General Partner or its representatives shall be
conclusive evidence in favor of any and every Person relying thereon or
claiming thereunder that (a) at the time of the execution and delivery of such
certificate, document or instrument, this Agreement was in full force and
effect, (b) the Person executing and delivering such certificate, document or
instrument was duly authorized and empowered to do so for and on behalf of the
Partnership and (c) such certificate, document or instrument was duly executed
and delivered in accordance with the terms and provisions of this Agreement
and is binding upon the Partnership.
 
                                 ARTICLE VIII
 
                    BOOKS, RECORDS, ACCOUNTING AND REPORTS
 
Section 8.1 Records and Accounting.
 
  The General Partner shall keep or cause to be kept at the principal office
of the Partnership appropriate books and records with respect to the
Partnership's business, including all books and records necessary to provide
to the Limited Partners any information required to be provided pursuant to
Section 3.4(a). Any books and records maintained by or on behalf of the
Partnership in the regular course of its business, including the record of the
Record Holders and Assignees of Units or other Partnership Securities, books
of account and records of Partnership proceedings, may be kept on, or be in
the form of, computer disks, hard drives, punch cards, magnetic tape,
photographs, micrographics or any other information storage device; provided,
that the books and records so maintained are convertible into clearly legible
written form within a reasonable period of time. The books of the Partnership
shall be maintained, for financial reporting purposes, on an accrual basis in
accordance with U.S. GAAP.
 
                                     A-52

Section 8.2 Fiscal Year.
 
  The fiscal year of the Partnership shall be a fiscal year ending December
31.
 
Section 8.3 Reports.
 
  (a) As soon as practicable, but in no event later than 120 days after the
close of each fiscal year of the Partnership, the General Partner shall cause
to be mailed or furnished to each Record Holder of a Unit as of a date
selected by the General Partner in its discretion, an annual report containing
financial statements of the Partnership for such fiscal year of the
Partnership, presented in accordance with U.S. GAAP, including a balance sheet
and statements of operations, Partnership equity and cash flows, such
statements to be audited by a firm of independent public accountants selected
by the General Partner.
 
  (b) As soon as practicable, but in no event later than 90 days after the
close of each Quarter except the last Quarter of each fiscal year, the General
Partner shall cause to be mailed or furnished to each Record Holder of a Unit,
as of a date selected by the General Partner in its discretion, a report
containing unaudited financial statements of the Partnership and such other
information as may be required by applicable law, regulation or rule of any
National Securities Exchange on which the Units are listed for trading, or as
the General Partner determines to be necessary or appropriate.
 
                                  ARTICLE IX
 
                                  TAX MATTERS
 
Section 9.1 Tax Returns and Information.
 
  The Partnership shall timely file all returns of the Partnership that are
required for federal, state and local income tax purposes on the basis of the
accrual method and a taxable year ending on December 31. The tax information
reasonably required by Record Holders for federal and state income tax
reporting purposes with respect to a taxable year shall be furnished to them
within 90 days of the close of the calendar year in which the Partnership's
taxable year ends. The classification, realization and recognition of income,
gain, losses and deductions and other items shall be on the accrual method of
accounting for federal income tax purposes.
 
Section 9.2 Tax Elections.
 
  (a) The Partnership shall make the election under Section 754 of the Code in
accordance with applicable regulations thereunder, subject to the reservation
of the right to seek to revoke any such election upon the General Partner's
determination that such revocation is in the best interests of the Limited
Partners. Notwithstanding any other provision herein contained, for the
purposes of computing the adjustments under Section 743(b) of the Code, the
General Partner shall be authorized (but not required) to adopt a convention
whereby the price paid by a transferee of a Limited Partner Interest will be
deemed to be the lowest quoted closing price of the Limited Partner Interests
on any National Securities Exchange on which such Limited Partner Interests
are traded during the calendar month in which such transfer is deemed to occur
pursuant to Section 6.2(g) without regard to the actual price paid by such
transferee.
 
  (b) The Partnership shall elect to deduct expenses incurred in organizing
the Partnership ratably over a sixty-month period as provided in Section 709
of the Code.
 
  (c) Except as otherwise provided herein, the General Partner shall determine
whether the Partnership should make any other elections permitted by the Code.
 
Section 9.3 Tax Controversies.
 
  Subject to the provisions hereof, the General Partner is designated as the
Tax Matters Partner (as defined in the Code) and is authorized and required to
represent the Partnership (at the Partnership's expense) in connection with
all examinations of the Partnership's affairs by tax authorities, including
resulting administrative and
 
                                     A-53

judicial proceedings, and to expend Partnership funds for professional
services and costs associated therewith. Each Partner agrees to cooperate with
the General Partner and to do or refrain from doing any or all things
reasonably required by the General Partner to conduct such proceedings.
 
Section 9.4 Withholding.
 
  Notwithstanding any other provision of this Agreement, the General Partner
is authorized to take any action that it determines in its discretion to be
necessary or appropriate to cause the Partnership and the Operating
Partnership to comply with any withholding requirements established under the
Code or any other federal, state or local law including, without limitation,
pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that
the Partnership is required or elects to withhold and pay over to any taxing
authority any amount resulting from the allocation or distribution of income
to any Partner or Assignee (including, without limitation, by reason of
Section 1446 of the Code), the amount withheld may at the discretion of the
General Partner be treated by the Partnership as a distribution of cash
pursuant to Section 6.3 in the amount of such withholding from such Partner.
 
                                   ARTICLE X
 
                             ADMISSION OF PARTNERS
 
Section 10.1 Admission of Initial Limited Partners.
 
  Upon the issuance by the Partnership of Common Units, Subordinated Units and
Incentive Distribution Rights to the General Partner as described in Section
5.2, the General Partner shall be deemed to have been admitted to the
Partnership as a Limited Partner in respect of the Common Units, Subordinated
Units and Incentive Distribution Rights issued to it. Upon the issuance by the
Partnership of Common Units to the Underwriters as described in Section 5.3 in
connection with the Initial Offering and the execution by each Underwriter of
a Transfer Application, the General Partner shall admit the Underwriters to
the Partnership as Initial Limited Partners in respect of the Common Units
purchased by them.
 
Section 10.2 Admission of Substituted Limited Partner.
 
  By transfer of a Limited Partner Interest in accordance with Article IV, the
transferor shall be deemed to have given the transferee the right to seek
admission as a Substituted Limited Partner subject to the conditions of, and
in the manner permitted under, this Agreement. A transferor of a Certificate
representing a Limited Partner Interest shall, however, only have the
authority to convey to a purchaser or other transferee who does not execute
and deliver a Transfer Application (a) the right to negotiate such Certificate
to a purchaser or other transferee and (b) the right to transfer the right to
request admission as a Substituted Limited Partner to such purchaser or other
transferee in respect of the transferred Limited Partner Interests. Each
transferee of a Limited Partner Interest (including any nominee holder or an
agent acquiring such Limited Partner Interest for the account of another
Person) who executes and delivers a Transfer Application shall, by virtue of
such execution and delivery, be an Assignee and be deemed to have applied to
become a Substituted Limited Partner with respect to the Limited Partner
Interests so transferred to such Person. Such Assignee shall become a
Substituted Limited Partner (x) at such time as the General Partner consents
thereto, which consent may be given or withheld in the General Partner's
discretion, and (y) when any such admission is shown on the books and records
of the Partnership. If such consent is withheld, such transferee shall be an
Assignee. An Assignee shall have an interest in the Partnership equivalent to
that of a Limited Partner with respect to allocations and distributions,
including liquidating distributions, of the Partnership. With respect to
voting rights attributable to Limited Partner Interests that are held by
Assignees, the General Partner shall be deemed to be the Limited Partner with
respect thereto and shall, in exercising the voting rights in respect of such
Limited Partner Interests on any matter, vote such Limited Partner Interests
at the written direction of the Assignee who is the Record Holder of such
Limited Partner Interests. If no such written direction is received, such
Limited Partner Interests will not be voted. An Assignee shall have no other
rights of a Limited Partner.
 
                                     A-54

Section 10.3 Admission of Successor General Partner.
 
  A successor General Partner approved pursuant to Section 11.1 or 11.2 or the
transferee of or successor to all of the General Partner's General Partner
Interest pursuant to Section 4.6 who is proposed to be admitted as a successor
General Partner shall be admitted to the Partnership as the General Partner,
effective immediately prior to the withdrawal or removal of the predecessor or
transferring General Partner pursuant to Section 11.1 or 11.2 or the transfer
of the General Partner's General Partner Interest pursuant to Section 4.6,
provided, however, that no such successor shall be admitted to the Partnership
until compliance with the terms of Section 4.6 has occurred and such successor
has executed and delivered such other documents or instruments as may be
required to effect such admission. Any such successor shall, subject to the
terms hereof, carry on the business of the members of the Partnership Group
without dissolution.
 
Section 10.4 Admission of Additional Limited Partners.
 
  (a) A Person (other than the General Partner, an Initial Limited Partner or
a Substituted Limited Partner) who makes a Capital Contribution to the
Partnership in accordance with this Agreement shall be admitted to the
Partnership as an Additional Limited Partner only upon furnishing to the
General Partner (i) evidence of acceptance in form satisfactory to the General
Partner of all of the terms and conditions of this Agreement, including the
power of attorney granted in Section 2.6, and (ii) such other documents or
instruments as may be required in the discretion of the General Partner to
effect such Person's admission as an Additional Limited Partner.
 
  (b) Notwithstanding anything to the contrary in this Section 10.4, no Person
shall be admitted as an Additional Limited Partner without the consent of the
General Partner, which consent may be given or withheld in the General
Partner's discretion. The admission of any Person as an Additional Limited
Partner shall become effective on the date upon which the name of such Person
is recorded as such in the books and records of the Partnership, following the
consent of the General Partner to such admission.
 
Section 10.5 Amendment of Agreement and Certificate of Limited Partnership.
 
  To effect the admission to the Partnership of any Partner, the General
Partner shall take all steps necessary and appropriate under the Delaware Act
to amend the records of the Partnership to reflect such admission and, if
necessary, to prepare as soon as practicable an amendment to this Agreement
and, if required by law, the General Partner shall prepare and file an
amendment to the Certificate of Limited Partnership, and the General Partner
may for this purpose, among others, exercise the power of attorney granted
pursuant to Section 2.6.
 
                                  ARTICLE XI
 
                       WITHDRAWAL OR REMOVAL OF PARTNERS
 
Section 11.1 Withdrawal of the General Partner.
 
  (a) The General Partner shall be deemed to have withdrawn from the
Partnership upon the occurrence of any one of the following events (each such
event herein referred to as an "Event of Withdrawal");
 
    (i) The General Partner voluntarily withdraws from the Partnership by
  giving written notice to the other Partners (and it shall be deemed that
  the General Partner has withdrawn pursuant to this Section 11.1(a)(i) if
  the General Partner voluntarily withdraws as general partner of the
  Operating Partnership);
 
    (ii) The General Partner transfers all of its rights as General Partner
  pursuant to Section 4.6;
 
    (iii) The General Partner is removed pursuant to Section 11.2;
 
    (iv) The General Partner (A) makes a general assignment for the benefit
  of creditors; (B) files a voluntary bankruptcy petition for relief under
  Chapter 7 of the United States Bankruptcy Code; (C) files a
 
                                     A-55

  petition or answer seeking for itself a liquidation, dissolution or similar
  relief (but not a reorganization) under any law; (D) files an answer or
  other pleading admitting or failing to contest the material allegations of
  a petition filed against the General Partner in a proceeding of the type
  described in clauses (A)-(C) of this Section 11.1(a)(iv); or (E) seeks,
  consents to or acquiesces in the appointment of a trustee (but not a
  debtor-in-possession), receiver or liquidator of the General Partner or of
  all or any substantial part of its properties;
 
    (v) A final and non-appealable order of relief under Chapter 7 of the
  United States Bankruptcy Code is entered by a court with appropriate
  jurisdiction pursuant to a voluntary or involuntary petition by or against
  the General Partner; or
 
    (vi) (A) in the event the General Partner is a corporation, a certificate
  of dissolution or its equivalent is filed for the General Partner, or 90
  days expire after the date of notice to the General Partner of revocation
  of its charter without a reinstatement of its charter, under the laws of
  its state of incorporation; (B) in the event the General Partner is a
  partnership or a limited liability company, the dissolution and
  commencement of winding up of the General Partner; (C) in the event the
  General Partner is acting in such capacity by virtue of being a trustee of
  a trust, the termination of the trust; (D) in the event the General Partner
  is a natural person, his death or adjudication of incompetency; and (E)
  otherwise in the event of the termination of the General Partner.
 
  If an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or (vi)(A),
(B), (C) or (E) occurs, the withdrawing General Partner shall give notice to
the Limited Partners within 30 days after such occurrence. The Partners hereby
agree that only the Events of Withdrawal described in this Section 11.1 shall
result in the withdrawal of the General Partner from the Partnership.
 
  (b) Withdrawal of the General Partner from the Partnership upon the
occurrence of an Event of Withdrawal shall not constitute a breach of this
Agreement under the following circumstances: (i) at any time during the period
beginning on the Closing Date and ending at 12:00 midnight, Eastern Standard
Time, on December 31, 2008, the General Partner voluntarily withdraws by
giving at least 90 days' advance notice of its intention to withdraw to the
Limited Partners; provided that prior to the effective date of such
withdrawal, the withdrawal is approved by Unitholders holding at least a
majority of the Outstanding Common Units (excluding Common Units held by the
General Partner and its affiliates) and the General Partner delivers to the
Partnership an Opinion of Counsel ("Withdrawal Opinion of Counsel") that such
withdrawal (following the selection of the successor General Partner) would
not result in the loss of the limited liability of any Limited Partner or of a
partner of the Operating Partnership or cause the Partnership or the Operating
Partnership to be treated as an association taxable as a corporation or
otherwise to be taxed as an entity for federal income tax purposes (to the
extent not previously treated as such); (ii) at any time after 12:00 midnight,
Eastern Standard Time, on December 31, 2008, the General Partner voluntarily
withdraws by giving at least 90 days' advance notice to the Unitholders, such
withdrawal to take effect on the date specified in such notice; (iii) at any
time that the General Partner ceases to be the General Partner pursuant to
Section 11.1(a)(ii) or is removed pursuant to Section 11.2; or (iv)
notwithstanding clause (i) of this sentence, at any time that the General
Partner voluntarily withdraws by giving at least 90 days' advance notice of
its intention to withdraw to the Limited Partners, such withdrawal to take
effect on the date specified in the notice, if at the time such notice is
given one Person and its Affiliates (other than the General Partner and its
Affiliates) own beneficially or of record or control at least 50% of the
Outstanding Units. The withdrawal of the General Partner from the Partnership
upon the occurrence of an Event of Withdrawal shall also constitute the
withdrawal of the General Partner as general partner or managing member, as
the case may be, of the other Group Members. If the General Partner gives a
notice of withdrawal pursuant to Section 11.1(a)(i), the holders of a Unit
Majority, may, prior to the effective date of such withdrawal, elect a
successor General Partner. The Person so elected as successor General Partner
shall automatically become the successor general partner or managing member,
as the case may be, of the other Group Members of which the General Partner is
a general partner or a managing member. If, prior to the effective date of the
General Partner's withdrawal, a successor is not selected by the Unitholders
as provided herein or the Partnership does not receive a Withdrawal Opinion of
Counsel, the Partnership shall be dissolved in accordance with Section 12.1.
Any successor General Partner elected in accordance with the terms of this
Section 11.1 shall be subject to the provisions of Section 10.3.
 
                                     A-56

Section 11.2 Removal of the General Partner.
 
  The General Partner may be removed if such removal is approved by the
Unitholders holding at least 66 2/3% of the Outstanding Units (including Units
held by the General Partner and its Affiliates). Any such action by such
holders for removal of the General Partner must also provide for the election
of a successor General Partner by the Unitholders holding at least a Unit
Majority (including Units held by the General Partner and its Affiliates).
Such removal shall be effective immediately following the admission of a
successor General Partner pursuant to Section 10.3. The removal of the General
Partner shall also automatically constitute the removal of the General Partner
as general partner or managing member, as the case may be, of the other Group
Members of which the General Partner is a general partner or a managing
member. If a Person is elected as a successor General Partner in accordance
with the terms of this Section 11.2, such Person shall, upon admission
pursuant to Section 10.3, automatically become a successor general partner or
managing member, as the case may be, of the other Group Members of which the
General Partner is a general partner or a managing member. The right of the
holders of Outstanding Units to remove the General Partner shall not exist or
be exercised unless the Partnership has received an opinion opining as to the
matters covered by a Withdrawal Opinion of Counsel. Any successor General
Partner elected in accordance with the terms of this Section 11.2 shall be
subject to the provisions of Section 10.3.
 
Section 11.3 Interest of Departing Partner and Successor General Partner.
 
  (a) In the event of (i) withdrawal of the General Partner under
circumstances where such withdrawal does not violate this Agreement or (ii)
removal of the General Partner by the holders of Outstanding Units under
circumstances where Cause does not exist, if a successor General Partner is
elected in accordance with the terms of Section 11.1 or 11.2, the Departing
Partner shall have the option exercisable prior to the effective date of the
departure of such Departing Partner to require its successor to purchase its
General Partner Interest and its general partner interest (or equivalent
interest) in the other Group Members and all of its Incentive Distribution
Rights (collectively, the "Combined Interest") in exchange for an amount in
cash equal to the fair market value of such Combined Interest, such amount to
be determined and payable as of the effective date of its departure. If the
General Partner is removed by the Unitholders under circumstances where Cause
exists or if the General Partner withdraws under circumstances where such
withdrawal violates this Agreement or the Operating Partnership Agreement, and
if a successor General Partner is elected in accordance with the terms of
Section 11.1 or 11.2, such successor shall have the option, exercisable prior
to the effective date of the departure of such Departing Partner, to purchase
the Combined Interest for such fair market value of such Combined Interest. In
either event, the Departing Partner shall be entitled to receive all
reimbursements due such Departing Partner pursuant to Section 7.4, including
any employee-related liabilities (including severance liabilities), incurred
in connection with the termination of any employees employed by the General
Partner for the benefit of the Partnership or the other Group Members.
 
  For purposes of this Section 11.3(a), the fair market value of the Combined
Interest shall be determined by agreement between the Departing Partner and
its successor or, failing agreement within 30 days after the effective date of
such Departing Partner's departure, by an independent investment banking firm
or other independent expert selected by the Departing Partner and its
successor, which, in turn, may rely on other experts, and the determination of
which shall be conclusive as to such matter. If such parties cannot agree upon
one independent investment banking firm or other independent expert within 45
days after the effective date of such departure, then the Departing Partner
shall designate an independent investment banking firm or other independent
expert, the Departing Partner's successor shall designate an independent
investment banking firm or other independent expert, and such firms or experts
shall mutually select a third independent investment banking firm or
independent expert, which third independent investment banking firm or other
independent expert shall determine the fair market value of the Combined
Interest. In making its determination, such third independent investment
banking firm or other independent expert may consider the then current trading
price of Units on any National Securities Exchange on which Units are then
listed, the value of the Partnership's assets, the rights and obligations of
the Departing Partner and other factors it may deem relevant.
 
                                     A-57

  (b) If the Combined Interest is not purchased in the manner set forth in
Section 11.3(a), the Departing Partner (or its transferee) shall become a
Limited Partner and its Combined Interest shall be converted into Common Units
pursuant to a valuation made by an investment banking firm or other
independent expert selected pursuant to Section 11.3(a), without reduction in
such Partnership Interest (but subject to proportionate dilution by reason of
the admission of its successor). Any successor General Partner shall indemnify
the Departing Partner (or its transferee) as to all debts and liabilities of
the Partnership arising on or after the date on which the Departing Partner
(or its transferee) becomes a Limited Partner. For purposes of this Agreement,
conversion of the Combined Interest to Common Units will be characterized as
if the General Partner (or its transferee) contributed its Combined Interest
to the Partnership in exchange for the newly issued Common Units.
 
  (c) If a successor General Partner is elected in accordance with the terms
of Section 11.1 or 11.2 and the option described in Section 11.3(a) is not
exercised by the party entitled to do so, the successor General Partner shall,
at the effective date of its admission to the Partnership, contribute to the
Partnership cash in the amount equal to 1/99th of the Net Agreed Value of the
Partnership's assets on such date. In such event, such successor General
Partner shall, subject to the following sentence, be entitled to 1% of all
Partnership allocations and distributions. The successor General Partner shall
cause this Agreement to be amended to reflect that, from and after the date of
such successor General Partner's admission, the successor General Partner's
interest in all Partnership distributions and allocations shall be 1%.
 
Section 11.4 Termination of Subordination Period, Conversion of Subordinated
Units and Extinguishment of Cumulative Common Unit Arrearages.
 
  Notwithstanding any provision of this Agreement, if the General Partner is
removed as general partner of the Partnership under circumstances where Cause
does not exist and Units held by the General Partner and its Affiliates are
not voted in favor of such removal, (i) the Subordination Period will end and
all Outstanding Subordinated Units will immediately and automatically convert
into Common Units on a one-for-one basis and (ii) all Cumulative Common Unit
Arrearages on the Common Units will be extinguished.
 
Section 11.5 Withdrawal of Limited Partners.
 
  No Limited Partner shall have any right to withdraw from the Partnership;
provided, however, that when a transferee of a Limited Partner's Limited
Partner Interest becomes a Record Holder of the Limited Partner Interest so
transferred, such transferring Limited Partner shall cease to be a Limited
Partner with respect to the Limited Partner Interest so transferred.
 
                                  ARTICLE XII
 
                          DISSOLUTION AND LIQUIDATION
 
Section 12.1 Dissolution.
 
  The Partnership shall not be dissolved by the admission of Substituted
Limited Partners or Additional Limited Partners or by the admission of a
successor General Partner in accordance with the terms of this Agreement. Upon
the removal or withdrawal of the General Partner, if a successor General
Partner is elected pursuant to Section 11.1 or 11.2, the Partnership shall not
be dissolved and such successor General Partner shall continue the business of
the Partnership. The Partnership shall dissolve, and (subject to Section 12.2)
its affairs shall be wound up, upon:
 
    (a) the expiration of its term as provided in Section 2.7;
 
    (b) an Event of Withdrawal of the General Partner as provided in Section
  11.1(a) (other than Section 11.1(a)(ii)), unless a successor is elected and
  an Opinion of Counsel is received as provided in Section 11.1(b) or 11.2
  and such successor is admitted to the Partnership pursuant to Section 10.3;
 
                                     A-58

    (c) an election to dissolve the Partnership by the General Partner that
  is approved by the holders of a Unit Majority;
 
    (d) the entry of a decree of judicial dissolution of the Partnership
  pursuant to the provisions of the Delaware Act; or
 
    (e) the sale of all or substantially all of the assets and properties of
  the Partnership Group.
 
Section 12.2 Continuation of the Business of the Partnership After
Dissolution.
 
  Upon (a) dissolution of the Partnership following an Event of Withdrawal
caused by the withdrawal or removal of the General Partner as provided in
Section 11.1(a)(i) or (iii) and the failure of the Partners to select a
successor to such Departing Partner pursuant to Section 11.1 or 11.2, then
within 90 days thereafter, or (b) dissolution of the Partnership upon an event
constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or
(vi), then, to the maximum extent permitted by law, within 180 days
thereafter, the holders of a Unit Majority may elect to reconstitute the
Partnership and continue its business on the same terms and conditions set
forth in this Agreement by forming a new limited partnership on terms
identical to those set forth in this Agreement and having as the successor
general partner a Person approved by the holders of a Unit Majority. Unless
such an election is made within the applicable time period as set forth above,
the Partnership shall conduct only activities necessary to wind up its
affairs. If such an election is so made, then:
 
    (i) the reconstituted Partnership shall continue until the end of the
  term set forth in Section 2.7 unless earlier dissolved in accordance with
  this Article XII;
 
    (ii) if the successor General Partner is not the former General Partner,
  then the interest of the former General Partner shall be treated in the
  manner provided in Section 11.3; and
 
    (iii) all necessary steps shall be taken to cancel this Agreement and the
  Certificate of Limited Partnership and to enter into and, as necessary, to
  file a new partnership agreement and certificate of limited partnership,
  and the successor general partner may for this purpose exercise the powers
  of attorney granted the General Partner pursuant to Section 2.6; provided,
  that the right of the holders of a Unit Majority to approve a successor
  General Partner and to reconstitute and to continue the business of the
  Partnership shall not exist and may not be exercised unless the Partnership
  has received an Opinion of Counsel that (x) the exercise of the right would
  not result in the loss of limited liability of any Limited Partner and (y)
  neither the Partnership, the reconstituted limited partnership nor the
  Operating Partnership would be treated as an association taxable as a
  corporation or otherwise be taxable as an entity for federal income tax
  purposes upon the exercise of such right to continue.
 
Section 12.3 Liquidator.
 
  Upon dissolution of the Partnership, unless the Partnership is continued
under an election to reconstitute and continue the Partnership pursuant to
Section 12.2, the General Partner shall select one or more Persons to act as
Liquidator. The Liquidator (if other than the General Partner) shall be
entitled to receive such compensation for its services as may be approved by
holders of at least a majority of the Outstanding Common Units and
Subordinated Units voting as a single class. The Liquidator (if other than the
General Partner) shall agree not to resign at any time without 15 days' prior
notice and may be removed at any time, with or without cause, by notice of
removal approved by holders of at least a majority of the Outstanding Common
Units and Subordinated Units voting as a single class. Upon dissolution,
removal or resignation of the Liquidator, a successor and substitute
Liquidator (who shall have and succeed to all rights, powers and duties of the
original Liquidator) shall within 30 days thereafter be approved by holders of
at least a majority of the Outstanding Common Units and Subordinated Units
voting as a single class. The right to approve a successor or substitute
Liquidator in the manner provided herein shall be deemed to refer also to any
such successor or substitute Liquidator approved in the manner herein
provided. Except as expressly provided in this Article XII, the Liquidator
approved in the manner provided herein shall have and may exercise, without
further authorization or consent of any of the parties hereto, all of the
powers conferred upon the General Partner under the terms of this
 
                                     A-59

Agreement (but subject to all of the applicable limitations, contractual and
otherwise, upon the exercise of such powers, other than the limitation on sale
set forth in Section 7.3(b)) to the extent necessary or desirable in the good
faith judgment of the Liquidator to carry out the duties and functions of the
Liquidator hereunder for and during such period of time as shall be reasonably
required in the good faith judgment of the Liquidator to complete the winding
up and liquidation of the Partnership as provided for herein.
 
Section 12.4 Liquidation.
 
  The Liquidator shall proceed to dispose of the assets of the Partnership,
discharge its liabilities, and otherwise wind up its affairs in such manner
and over such period as the Liquidator determines to be in the best interest
of the Partners, subject to Section 17-804 of the Delaware Act and the
following:
 
    (a) Disposition of Assets. The assets may be disposed of by public or
  private sale or by distribution in kind to one or more Partners on such
  terms as the Liquidator and such Partner or Partners may agree. If any
  property is distributed in kind, the Partner receiving the property shall
  be deemed for purposes of Section 12.4(c) to have received cash equal to
  its fair market value; and contemporaneously therewith, appropriate cash
  distributions must be made to the other Partners. The Liquidator may, in
  its absolute discretion, defer liquidation or distribution of the
  Partnership's assets for a reasonable time if it determines that an
  immediate sale or distribution of all or some of the Partnership's assets
  would be impractical or would cause undue loss to the Partners. The
  Liquidator may, in its absolute discretion, distribute the Partnership's
  assets, in whole or in part, in kind if it determines that a sale would be
  impractical or would cause undue loss to the partners.
 
    (b) Discharge of Liabilities. Liabilities of the Partnership include
  amounts owed to Partners otherwise than in respect of their distribution
  rights under Article VI. With respect to any liability that is contingent,
  conditional or unmatured or is otherwise not yet due and payable, the
  Liquidator shall either settle such claim for such amount as it thinks
  appropriate or establish a reserve of cash or other assets to provide for
  its payment. When paid, any unused portion of the reserve shall be
  distributed as additional liquidation proceeds.
 
    (c) Liquidation Distributions. All property and all cash in excess of
  that required to discharge liabilities as provided in Section 12.4(b) shall
  be distributed to the Partners in accordance with, and to the extent of,
  the positive balances in their respective Capital Accounts, as determined
  after taking into account all Capital Account adjustments (other than those
  made by reason of distributions pursuant to this Section 12.4(c)) for the
  taxable year of the Partnership during which the liquidation of the
  Partnership occurs (with such date of occurrence being determined pursuant
  to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)), and such distribution
  shall be made by the end of such taxable year (or, if later, within 90 days
  after said date of such occurrence).
 
Section 12.5 Cancellation of Certificate of Limited Partnership.
 
  Upon the completion of the distribution of Partnership cash and property as
provided in Section 12.4 in connection with the liquidation of the
Partnership, the Partnership shall be terminated and the Certificate of
Limited Partnership and all qualifications of the Partnership as a foreign
limited partnership in jurisdictions other than the State of Delaware shall be
canceled and such other actions as may be necessary to terminate the
Partnership shall be taken.
 
Section 12.6 Return of Contributions.
 
  The General Partner shall not be personally liable for, and shall have no
obligation to contribute or loan any monies or property to the Partnership to
enable it to effectuate, the return of the Capital Contributions of the
Limited Partners or Unitholders, or any portion thereof, it being expressly
understood that any such return shall be made solely from Partnership assets.

                                     A-60

Section 12.7 Waiver of Partition.
 
  To the maximum extent permitted by law, each Partner hereby waives any right
to partition of the Partnership property.
 
Section 12.8 Capital Account Restoration.
 
  No Limited Partner shall have any obligation to restore any negative balance
in its Capital Account upon liquidation of the Partnership. The General
Partner shall be obligated to restore any negative balance in its Capital
Account upon liquidation of its interest in the Partnership by the end of the
taxable year of the Partnership during which such liquidation occurs, or, if
later, within 90 days after the date of such liquidation.
 
                                 ARTICLE XIII
 
           AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE
 
Section 13.1 Amendment to be Adopted Solely by the General Partner.
 
  Each Partner agrees that the General Partner, without the approval of any
Partner or Assignee, may amend any provision of this Agreement and execute,
swear to, acknowledge, deliver, file and record whatever documents may be
required in connection therewith, to reflect:
 
    (a) a change in the name of the Partnership, the location of the
  principal place of business of the Partnership, the registered agent of the
  Partnership or the registered office of the Partnership;
 
    (b) admission, substitution, withdrawal or removal of Partners in
  accordance with this Agreement;
 
    (c) a change that, in the sole discretion of the General Partner, is
  necessary or advisable to qualify or continue the qualification of the
  Partnership as a limited partnership or a partnership in which the Limited
  Partners have limited liability under the laws of any state or to ensure
  that the Partnership and the Operating Partnership will not be treated as
  an association taxable as a corporation or otherwise taxed as an entity for
  federal income tax purposes;
 
    (d) a change that, in the discretion of the General Partner, (i) does not
  adversely affect the Limited Partners in any material respect, (ii) is
  necessary or advisable to (A) satisfy any requirements, conditions or
  guidelines contained in any opinion, directive, order, ruling or regulation
  of any federal or state agency or judicial authority or contained in any
  federal or state statute (including the Delaware Act) or (B) facilitate the
  trading of the Limited Partner Interest (including the division of any
  class or classes of Outstanding Limited Partner Interest into different
  classes to facilitate uniformity of tax consequences within such classes of
  Limited Partner Interests) or comply with any rule, regulation, guideline
  or requirement of any National Securities Exchange on which the Limited
  Partner Interests are or will be listed for trading, compliance with any of
  which the General Partner determines in its discretion to be in the best
  interests of the Partnership and the Limited Partners, (iii) is necessary
  or advisable in connection with action taken by the General Partner
  pursuant to Section 5.10 or (iv) is required to effect the intent expressed
  in the Registration Statement or the intent of the provisions of this
  Agreement or is otherwise contemplated by this Agreement;
 
    (e) a change in the fiscal year or taxable year of the Partnership and
  any changes that, in the discretion of the General Partner, are necessary
  or advisable as a result of a change in the fiscal year or taxable year of
  the Partnership including, if the General Partner shall so determine, a
  change in the definition of "Quarter" and the dates on which distributions
  are to be made by the Partnership;
 
    (f) an amendment that is necessary, in the Opinion of Counsel, to prevent
  the Partnership, or the General Partner or its directors, officers,
  trustees or agents from in any manner being subjected to the provisions of
  the Investment Company Act of 1940, as amended, the Investment Advisers Act
  of 1940, as amended, or "plan asset" regulations adopted under the Employee
  Retirement Income Security Act of 1974, as amended, regardless of whether
  such are substantially similar to plan asset regulations currently applied
  or proposed by the United States Department of Labor;
 
                                     A-61

    (g) subject to the terms of Section 5.7, an amendment that, in the
  discretion of the General Partner, is necessary or advisable in connection
  with the authorization of issuance of any class or series of Partnership
  Securities pursuant to Section 5.6;
 
    (h) any amendment expressly permitted in this Agreement to be made by the
  General Partner acting alone;
 
    (i) an amendment effected, necessitated or contemplated by a Merger
  Agreement approved in accordance with Section 14.3;
 
    (j) an amendment that, in the discretion of the General Partner, is
  necessary or advisable to reflect, account for and deal with appropriately
  the formation by the Partnership of, or investment by the Partnership in,
  any corporation, partnership, joint venture, limited liability company or
  other entity other than the Operating Partnership, in connection with the
  conduct by the Partnership of activities permitted by the terms of Section
  2.4;
 
    (k) a merger or conveyance pursuant to Section 14.3(d); or
 
    (l) any other amendments substantially similar to the foregoing.
 
Section 13.2 Amendment Procedures.
 
  Except as provided in Sections 13.1 and 13.3, all amendments to this
Agreement shall be made in accordance with the following requirements.
Amendments to this Agreement may be proposed only by or with the consent of
the General Partner which consent may be given or withheld in its sole
discretion. A proposed amendment shall be effective upon its approval by the
holders of at least a Unit Majority, unless a greater or different percentage
is required under this Agreement or by Delaware law. Each proposed amendment
that requires the approval of the holders of a specified percentage of
Outstanding Units shall be set forth in a writing that contains the text of
the proposed amendment. If such an amendment is proposed, the General Partner
shall seek the written approval of the requisite percentage of Outstanding
Units or call a meeting of the Unitholders to consider and vote on such
proposed amendment. The General Partner shall notify all Record Holders upon
final adoption of any such proposed amendments.
 
Section 13.3 Amendment Requirements.
 
  (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no provision
of this Agreement that establishes a percentage of Outstanding Units
(including Units deemed owned by the General Partner) required to take any
action shall be amended, altered, changed, repealed or rescinded in any
respect that would have the effect of reducing such voting percentage unless
such amendment is approved by the written consent or the affirmative vote of
holders of Outstanding Units whose aggregate Outstanding Units constitute not
less than the voting requirement sought to be reduced.
 
  (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment
to this Agreement may (i) enlarge the obligations of any Limited Partner
without its consent, unless such shall be deemed to have occurred as a result
of an amendment approved pursuant to Section 13.3(c), (ii) enlarge the
obligations of, restrict in any way any action by or rights of, or reduce in
any way the amounts distributable, reimbursable or otherwise payable to, the
General Partner or any of its Affiliates without its consent, which consent
may be given or withheld in its sole discretion, (iii) change Section 12.1(a)
or 12.1(c), or (iv) change the term of the Partnership or, except as set forth
in Section 12.1(c), give any Person the right to dissolve the Partnership.
 
  (c) Except as provided in Section 14.3, and except as otherwise provided,
and without limitation of the General Partner's authority to adopt amendments
to this Agreement as contemplated in Section 13.1, any amendment that would
have a material adverse effect on the rights or preferences of any class of
Partnership Interests in relation to other classes of Partnership Interests
must be approved by the holders of not less than a majority of the Outstanding
Partnership Interests of the class affected.

                                     A-62

  (d) Notwithstanding any other provision of this Agreement, except for
amendments pursuant to Section 13.1 and except as otherwise provided by
Section 14.3(b), no amendments shall become effective without the approval of
the holders of at least 90% of the Outstanding Common Units and Subordinated
Units voting as a single class unless the Partnership obtains an Opinion of
Counsel to the effect that such amendment will not affect the limited
liability of any Limited Partner under applicable law.
 
  (e) Except as provided in Section 13.1, this Section 13.3 shall only be
amended with the approval of the holders of at least 90% of the Outstanding
Units.
 
Section 13.4 Special Meetings.
 
  All acts of Limited Partners to be taken pursuant to this Agreement shall be
taken in the manner provided in this Article XIII. Special meetings of the
Limited Partners may be called by the General Partner or by Limited Partners
owning 20% or more of the Outstanding Limited Partner Interests of the class
or classes for which a meeting is proposed. Limited Partners shall call a
special meeting by delivering to the General Partner one or more requests in
writing stating that the signing Limited Partners wish to call a special
meeting and indicating the general or specific purposes for which the special
meeting is to be called. Within 60 days after receipt of such a call from
Limited Partners or within such greater time as may be reasonably necessary
for the Partnership to comply with any statutes, rules, regulations, listing
agreements or similar requirements governing the holding of a meeting or the
solicitation of proxies for use at such a meeting, the General Partner shall
send a notice of the meeting to the Limited Partners either directly or
indirectly through the Transfer Agent. A meeting shall be held at a time and
place determined by the General Partner on a date not less than 10 days nor
more than 60 days after the mailing of notice of the meeting. Limited Partners
shall not vote on matters that would cause the Limited Partners to be deemed
to be taking part in the management and control of the business and affairs of
the Partnership so as to jeopardize the Limited Partners' limited liability
under the Delaware Act or the law of any other state in which the Partnership
is qualified to do business.
 
Section 13.5 Notice of a Meeting.
 
  Notice of a meeting called pursuant to Section 13.4 shall be given to the
Record Holders of the class or classes of Limited Partner Interests for which
a meeting is proposed in writing by mail or other means of written
communication in accordance with Section 16.1. The notice shall be deemed to
have been given at the time when deposited in the mail or sent by other means
of written communication.
 
Section 13.6 Record Date.
 
  For purposes of determining the Limited Partners entitled to notice of or to
vote at a meeting of the Limited Partners or to give approvals without a
meeting as provided in Section 13.11 the General Partner may set a Record
Date, which shall not be less than 10 nor more than 60 days before (a) the
date of the meeting (unless such requirement conflicts with any rule,
regulation, guideline or requirement of any National Securities Exchange on
which the Limited Partner Interests are listed for trading, in which case the
rule, regulation, guideline or requirement of such exchange shall govern) or
(b) in the event that approvals are sought without a meeting, the date by
which Limited Partners are requested in writing by the General Partner to give
such approvals.
 
Section 13.7 Adjournment.
 
  When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting and a new Record Date need not be fixed, if the
time and place thereof are announced at the meeting at which the adjournment
is taken, unless such adjournment shall be for more than 45 days. At the
adjourned meeting, the Partnership may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
45 days or if a new Record Date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given in accordance with this Article XIII.
 
                                     A-63

Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes.
 
  The transactions of any meeting of Limited Partners, however called and
noticed, and whenever held, shall be as valid as if it had occurred at a
meeting duly held after regular call and notice, if a quorum is present either
in person or by proxy, and if, either before or after the meeting, Limited
Partners representing such quorum who were present in person or by proxy and
entitled to vote, sign a written waiver of notice or an approval of the
holding of the meeting or an approval of the minutes thereof. All waivers and
approvals shall be filed with the Partnership records or made a part of the
minutes of the meeting. Attendance of a Limited Partner at a meeting shall
constitute a waiver of notice of the meeting, except when the Limited Partner
does not approve, at the beginning of the meeting, of the transaction of any
business because the meeting is not lawfully called or convened; and except
that attendance at a meeting is not a waiver of any right to disapprove the
consideration of matters required to be included in the notice of the meeting,
but not so included, if the disapproval is expressly made at the meeting.
 
Section 13.9 Quorum.
 
  The holders of a majority of the Outstanding Limited Partner Interests of
the class or classes for which a meeting has been called (including Limited
Partner Interests deemed owned by the General Partner) represented in person
or by proxy shall constitute a quorum at a meeting of Limited Partners of such
class or classes unless any such action by the Limited Partners requires
approval by holders of a greater percentage of such Limited Partner Interests,
in which case the quorum shall be such greater percentage. At any meeting of
the Limited Partners duly called and held in accordance with this Agreement at
which a quorum is present, the act of Limited Partners holding Outstanding
Limited Partner Interests that in the aggregate represent a majority of the
Outstanding Limited Partner Interests entitled to vote and be present in
person or by proxy at such meeting shall be deemed to constitute the act of
all Limited Partners, unless a greater or different percentage is required
with respect to such action under the provisions of this Agreement, in which
case the act of the Limited Partners holding Outstanding Limited Partner
Interests that in the aggregate represent at least such greater or different
percentage shall be required. The Limited Partners present at a duly called or
held meeting at which a quorum is present may continue to transact business
until adjournment, notwithstanding the withdrawal of enough Limited Partners
to leave less than a quorum, if any action taken (other than adjournment) is
approved by the required percentage of Outstanding Limited Partner Interests
specified in this Agreement (including Limited Partner Interests deemed owned
by the General Partner). In the absence of a quorum any meeting of Limited
Partners may be adjourned from time to time by the affirmative vote of holders
of at least a majority of the Outstanding Limited Partner Interests entitled
to vote at such meeting (including Limited Partner Interests deemed owned by
the General Partner) represented either in person or by proxy, but no other
business may be transacted, except as provided in Section 13.7.
 
Section 13.10 Conduct of a Meeting.
 
  The General Partner shall have full power and authority concerning the
manner of conducting any meeting of the Limited Partners or solicitation of
approvals in writing, including the determination of Persons entitled to vote,
the existence of a quorum, the satisfaction of the requirements of Section
13.4, the conduct of voting, the validity and effect of any proxies and the
determination of any controversies, votes or challenges arising in connection
with or during the meeting or voting. The General Partner shall designate a
Person to serve as chairman of any meeting and shall further designate a
Person to take the minutes of any meeting. All minutes shall be kept with the
records of the Partnership maintained by the General Partner. The General
Partner may make such other regulations consistent with applicable law and
this Agreement as it may deem advisable concerning the conduct of any meeting
of the Limited Partners or solicitation of approvals in writing, including
regulations in regard to the appointment of proxies, the appointment and
duties of inspectors of votes and approvals, the submission and examination of
proxies and other evidence of the right to vote, and the revocation of
approvals in writing.
 
Section 13.11 Action Without a Meeting.
 
  If authorized by the General Partner, any action that may be taken at a
meeting of the Limited Partners may be taken without a meeting if an approval
in writing setting forth the action so taken is signed by Limited
 
                                     A-64

Partners owning not less than the minimum percentage of the Outstanding
Limited Partner Interests (including Limited Partner Interests deemed owned by
the General Partner) that would be necessary to authorize or take such action
at a meeting at which all the Limited Partners were present and voted (unless
such provision conflicts with any rule, regulation, guideline or requirement
of any National Securities Exchange on which the Limited Partner Interests are
listed for trading, in which case the rule, regulation, guideline or
requirement of such exchange shall govern). Prompt notice of the taking of
action without a meeting shall be given to the Limited Partners who have not
approved in writing. The General Partner may specify that any written ballot
submitted to Limited Partners for the purpose of taking any action without a
meeting shall be returned to the Partnership within the time period, which
shall be not less than 20 days, specified by the General Partner. If a ballot
returned to the Partnership does not vote all of the Limited Partner Interests
held by the Limited Partners the Partnership shall be deemed to have failed to
receive a ballot for the Limited Partner Interests that were not voted. If
approval of the taking of any action by the Limited Partners is solicited by
any Person other than by or on behalf of the General Partner, the written
approvals shall have no force and effect unless and until (a) they are
deposited with the Partnership in care of the General Partner, (b) approvals
sufficient to take the action proposed are dated as of a date not more than 90
days prior to the date sufficient approvals are deposited with the Partnership
and (c) an Opinion of Counsel is delivered to the General Partner to the
effect that the exercise of such right and the action proposed to be taken
with respect to any particular matter (i) will not cause the Limited Partners
to be deemed to be taking part in the management and control of the business
and affairs of the Partnership so as to jeopardize the Limited Partners'
limited liability, and (ii) is otherwise permissible under the state statutes
then governing the rights, duties and liabilities of the Partnership and the
Partners.
 
Section 13.12 Voting and Other Rights.
 
  (a) Only those Record Holders of the Limited Partner Interests on the Record
Date set pursuant to Section 13.6 (and also subject to the limitations
contained in the definition of "Outstanding") shall be entitled to notice of,
and to vote at, a meeting of Limited Partners or to act with respect to
matters as to which the holders of the Outstanding Limited Partner Interests
have the right to vote or to act. All references in this Agreement to votes
of, or other acts that may be taken by, the Outstanding Limited Partner
Interests shall be deemed to be references to the votes or acts of the Record
Holders of such Outstanding Limited Partner Interests.
 
  (b) With respect to Limited Partner Interests that are held for a Person's
account by another Person (such as a broker, dealer, bank, trust company or
clearing corporation, or an agent of any of the foregoing), in whose name such
Limited Partner Interests are registered, such other Person shall, in
exercising the voting rights in respect of such Limited Partner Interests on
any matter, and unless the arrangement between such Persons provides
otherwise, vote such Limited Partner Interests in favor of, and at the
direction of, the Person who is the beneficial owner, and the Partnership
shall be entitled to assume it is so acting without further inquiry. The
provisions of this Section 13.12(b) (as well as all other provisions of this
Agreement) are subject to the provisions of Section 4.3.
 
                                  ARTICLE XIV
 
                                    MERGER
 
Section 14.1 Authority.
 
  The Partnership may merge or consolidate with one or more corporations,
limited liability companies, business trusts or associations, real estate
investment trusts, common law trusts or unincorporated businesses, including a
general partnership or limited partnership, formed under the laws of the State
of Delaware or any other state of the United States of America, pursuant to a
written agreement of merger or consolidation ("Merger Agreement") in
accordance with this Article XIV.
 
                                     A-65

Section 14.2 Procedure for Merger or Consolidation.
 
  Merger or consolidation of the Partnership pursuant to this Article XIV
requires the prior approval of the General Partner. If the General Partner
shall determine, in the exercise of its discretion, to consent to the merger
or consolidation, the General Partner shall approve the Merger Agreement,
which shall set forth:
 
    (a) The names and jurisdictions of formation or organization of each of
  the business entities proposing to merge or consolidate;
 
    (b) The name and jurisdiction of formation or organization of the
  business entity that is to survive the proposed merger or consolidation
  (the "Surviving Business Entity");
 
    (c) The terms and conditions of the proposed merger or consolidation;
 
    (d) The manner and basis of exchanging or converting the equity
  securities of each constituent business entity for, or into, cash, property
  or general or limited partner interests, rights, securities or obligations
  of the Surviving Business Entity; and (i) if any general or limited partner
  interests, securities or rights of any constituent business entity are not
  to be exchanged or converted solely for, or into, cash, property or general
  or limited partner interests, rights, securities or obligations of the
  Surviving Business Entity, the cash, property or general or limited partner
  interests, rights, securities or obligations of any limited partnership,
  corporation, trust or other entity (other than the Surviving Business
  Entity) which the holders of such general or limited partner interests,
  securities or rights are to receive in exchange for, or upon conversion of
  their general or limited partner interests, securities or rights, and (ii)
  in the case of securities represented by certificates, upon the surrender
  of such certificates, which cash, property or general or limited partner
  interests, rights, securities or obligations of the Surviving Business
  Entity or any general or limited partnership, corporation, trust or other
  entity (other than the Surviving Business Entity), or evidences thereof,
  are to be delivered;
 
    (e) A statement of any changes in the constituent documents or the
  adoption of new constituent documents (the articles or certificate of
  incorporation, articles of trust, declaration of trust, certificate or
  agreement of limited partnership or other similar charter or governing
  document) of the Surviving Business Entity to be effected by such merger or
  consolidation;
 
    (f) The effective time of the merger, which may be the date of the filing
  of the certificate of merger pursuant to Section 14.4 or a later date
  specified in or determinable in accordance with the Merger Agreement
  (provided, that if the effective time of the merger is to be later than the
  date of the filing of the certificate of merger, the effective time shall
  be fixed no later than the time of the filing of the certificate of merger
  and stated therein); and
 
    (g) Such other provisions with respect to the proposed merger or
  consolidation as are deemed necessary or appropriate by the General
  Partner.
 
Section 14.3 Approval by Limited Partners of Merger or Consolidation.
 
  (a) Except as provided in Section 14.3(d), the General Partner, upon its
approval of the Merger Agreement, shall direct that the Merger Agreement be
submitted to a vote of Limited Partners, whether at a special meeting or by
written consent, in either case in accordance with the requirements of Article
XIII. A copy or a summary of the Merger Agreement shall be included in or
enclosed with the notice of a special meeting or the written consent.
 
  (b) Except as provided in Section 14.3(d), the Merger Agreement shall be
approved upon receiving the affirmative vote or consent of the holders of a
Unit Majority unless the Merger Agreement contains any provision that, if
contained in an amendment to this Agreement, the provisions of this Agreement
or the Delaware Act would require for its approval the vote or consent of a
greater percentage of the Outstanding Limited Partner Interests or of any
class of Limited Partners, in which case such greater percentage vote or
consent shall be required for approval of the Merger Agreement.
 
                                     A-66

  (c) Except as provided in Section 14.3(d), after such approval by vote or
consent of the Limited Partners, and at any time prior to the filing of the
certificate of merger pursuant to Section 14.4, the merger or consolidation
may be abandoned pursuant to provisions therefor, if any, set forth in the
Merger Agreement.
 
  (d) Notwithstanding anything else contained in this Article XIV or in this
Agreement, the General Partner is permitted, in its discretion, without
Limited Partner approval, to merge the Partnership or any Group Member into,
or convey all of the Partnership's assets to, another limited liability entity
which shall be newly formed and shall have no assets, liabilities or
operations at the time of such Merger other than those it receives from the
Partnership or other Group Member if (i) the General Partner has received an
Opinion of Counsel that the merger or conveyance, as the case may be, would
not result in the loss of the limited liability of any Limited Partner or any
partner in the Operating Partnership or cause the Partnership or Operating
Partnership to be treated as an association taxable as a corporation or
otherwise to be taxed as an entity for federal income tax purposes (to the
extent not previously treated as such), (ii) the sole purpose of such merger
or conveyance is to effect a mere change in the legal form of the Partnership
into another limited liability entity and (iii) the governing instruments of
the new entity provide the Limited Partners and the General Partner with the
same rights and obligations as are herein contained.
 
Section 14.4 Certificate of Merger.
 
  Upon the required approval by the General Partner and the Unitholders of a
Merger Agreement, a certificate of merger shall be executed and filed with the
Secretary of State of the State of Delaware in conformity with the
requirements of the Delaware Act.
 
Section 14.5 Effect of Merger.
 
  (a) At the effective time of the certificate of merger:
 
    (i) all of the rights, privileges and powers of each of the business
  entities that has merged or consolidated, and all property, real, personal
  and mixed, and all debts due to any of those business entities and all
  other things and causes of action belonging to each of those business
  entities, shall be vested in the Surviving Business Entity and after the
  merger or consolidation shall be the property of the Surviving Business
  Entity to the extent they were of each constituent business entity;
 
    (ii) the title to any real property vested by deed or otherwise in any of
  those constituent business entities shall not revert and is not in any way
  impaired because of the merger or consolidation;
 
    (iii) all rights of creditors and all liens on or security interests in
  property of any of those constituent business entities shall be preserved
  unimpaired; and
 
    (iv) all debts, liabilities and duties of those constituent business
  entities shall attach to the Surviving Business Entity and may be enforced
  against it to the same extent as if the debts, liabilities and duties had
  been incurred or contracted by it.
 
  (b) A merger or consolidation effected pursuant to this Article shall not be
deemed to result in a transfer or assignment of assets or liabilities from one
entity to another.
 
                                     A-67

                                  ARTICLE XV
 
                  RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
 
Section 15.1 Right to Acquire Limited Partner Interests.
 
  (a) Notwithstanding any other provision of this Agreement, if at any time
not more than 20% of the total Limited Partner Interests of any class then
Outstanding is held by Persons other than the General Partner and its
Affiliates, the General Partner shall then have the right, which right it may
assign and transfer in whole or in part to the Partnership or any Affiliate of
the General Partner, exercisable in its sole discretion, to purchase all, but
not less than all, of such Limited Partner Interests of such class then
Outstanding held by Persons other than the General Partner and its Affiliates,
at the greater of (x) the Current Market Price as of the date three days prior
to the date that the notice described in Section 15 is mailed and (y) the
highest price paid by the General Partner or any of its Affiliates for any
such Limited Partner Interest of such class purchased during the 90-day period
preceding the date that the notice described in Section 15.1(b) is mailed. As
used in this Agreement, (i) "Current Market Price" as of any date of any class
of limited partner interests listed or admitted to trading on any National
Securities Exchange means the average of the daily Closing Prices (as
hereinafter defined) per limited partner interest of such class for the 20
consecutive Trading Days (as hereinafter defined) immediately prior to such
date; (ii) "Closing Price" for any day means the last sale price on such day,
regular way, or in case no such sale takes place on such day, the average of
the closing bid and asked prices on such day, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted for trading on the principal National
Securities Exchange (other than the Nasdaq Stock Market) on which such Limited
Partner Interests of such class are listed or admitted to trading or, if such
Limited Partner Interests of such class are not listed or admitted to trading
on any National Securities Exchange (other than the Nasdaq Stock Market), the
last quoted price on such day or, if not so quoted, the average of the high
bid and low asked prices on such day in the over-the-counter market, as
reported by the Nasdaq Stock Market or such other system then in use, or, if
on any such day such Limited Partner Interests of such class are not quoted by
any such organization, the average of the closing bid and asked prices on such
day as furnished by a professional market maker making a market in such
Limited Partner Interests of such class selected by the General Partner, or if
on any such day no market maker is making a market in such Limited Partner
Interests of such class, the fair value of such Limited Partner Interests on
such day as determined reasonably and in good faith by the General Partner;
and (iii) "Trading Day" means a day on which the principal National Securities
Exchange on which such limited partner interests of any class are listed or
admitted to trading is open for the transaction of business or, if Limited
Partner Interests of a class are not listed or admitted to trading on any
National Securities Exchange, a day on which banking institutions in New York
City generally are open.
 
  (b) If the General Partner, any Affiliate of the General Partner or the
Partnership elects to exercise the right to purchase Limited Partner Interests
granted pursuant to Section 15.1(a), the General Partner shall deliver to the
Transfer Agent notice of such election to purchase (the "Notice of Election to
Purchase") and shall cause the Transfer Agent to mail a copy of such Notice of
Election to Purchase to the Record Holders of Limited Partner Interests of
such class (as of a Record Date selected by the General Partner) at least 10,
but not more than 60, days prior to the Purchase Date. Such Notice of Election
to Purchase shall also be published for a period of at least three consecutive
days in at least two daily newspapers of general circulation printed in the
English language and published in the Borough of Manhattan, New York. The
Notice of Election to Purchase shall specify the Purchase Date and the price
(determined in accordance with Section 15.1(a)) at which Limited Partner
Interests will be purchased and state that the General Partner, its Affiliate
or the Partnership, as the case may be, elects to purchase such Limited
Partner Interests, upon surrender of Certificates representing such Limited
Partner Interests in exchange for payment, at such office or offices of the
Transfer Agent as the Transfer Agent may specify, or as may be required by any
National Securities Exchange on which such Limited Partner Interests are
listed or admitted to trading. Any such Notice of Election to Purchase mailed
to a Record Holder of Limited Partner Interests at his address as reflected in
the records of the Transfer Agent shall be conclusively presumed to have been
given regardless of whether the owner receives such notice. On or prior to the
Purchase Date, the General Partner, its Affiliate or the Partnership, as the
case may be, shall deposit with the Transfer Agent cash in
 
                                     A-68

an amount sufficient to pay the aggregate purchase price of all of such
Limited Partner Interests to be purchased in accordance with this Section
15.1. If the Notice of Election to Purchase shall have been duly given as
aforesaid at least 10 days prior to the Purchase Date, and if on or prior to
the Purchase Date the deposit described in the preceding sentence has been
made for the benefit of the holders of Limited Partner Interests subject to
purchase as provided herein, then from and after the Purchase Date,
notwithstanding that any Certificate shall not have been surrendered for
purchase, all rights of the holders of such Limited Partner Interests
(including any rights pursuant to Articles IV, V, VI, and XII) shall thereupon
cease, except the right to receive the purchase price (determined in
accordance with Section 15.1(a)) for Limited Partner Interests therefor,
without interest, upon surrender to the Transfer Agent of the Certificates
representing such Limited Partner Interests, and such Limited Partner
Interests shall thereupon be deemed to be transferred to the General Partner,
its Affiliate or the Partnership, as the case may be, on the record books of
the Transfer Agent and the Partnership, and the General Partner or any
Affiliate of the General Partner, or the Partnership, as the case may be,
shall be deemed to be the owner of all such Limited Partner Interests from and
after the Purchase Date and shall have all rights as the owner of such Limited
Partner Interests (including all rights as owner of such Limited Partner
Interests pursuant to Articles IV, V, VI and XII).
 
  (c) At any time from and after the Purchase Date, a holder of an Outstanding
Limited Partner Interest subject to purchase as provided in this Section 15.1
may surrender his Certificate evidencing such Limited Partner Interest to the
Transfer Agent in exchange for payment of the amount described in Section
15.1(a), therefor, without interest thereon.
 
                                  ARTICLE XVI
 
                              GENERAL PROVISIONS
 
Section 16.1 Addresses and Notices.
 
  Any notice, demand, request, report or proxy materials required or permitted
to be given or made to a Partner or Assignee under this Agreement shall be in
writing and shall be deemed given or made when delivered in person or when
sent by first class United States mail or by other means of written
communication to the Partner or Assignee at the address described below. Any
notice, payment or report to be given or made to a Partner or Assignee
hereunder shall be deemed conclusively to have been given or made, and the
obligation to give such notice or report or to make such payment shall be
deemed conclusively to have been fully satisfied, upon sending of such notice,
payment or report to the Record Holder of such Partnership Securities at his
address as shown on the records of the Transfer Agent or as otherwise shown on
the records of the Partnership, regardless of any claim of any Person who may
have an interest in such Partnership Securities by reason of any assignment or
otherwise. An affidavit or certificate of making of any notice, payment or
report in accordance with the provisions of this Section 16.1 executed by the
General Partner, the Transfer Agent or the mailing organization shall be prima
facie evidence of the giving or making of such notice, payment or report. If
any notice, payment or report addressed to a Record Holder at the address of
such Record Holder appearing on the books and records of the Transfer Agent or
the Partnership is returned by the United States Post Office marked to
indicate that the United States Postal Service is unable to deliver it, such
notice, payment or report and any subsequent notices, payments and reports
shall be deemed to have been duly given or made without further mailing (until
such time as such Record Holder or another Person notifies the Transfer Agent
or the Partnership of a change in his address) if they are available for the
Partner or Assignee at the principal office of the Partnership for a period of
one year from the date of the giving or making of such notice, payment or
report to the other Partners and Assignees. Any notice to the Partnership
shall be deemed given if received by the General Partner at the principal
office of the Partnership designated pursuant to Section 2.3. The General
Partner may rely and shall be protected in relying on any notice or other
document from a Partner, Assignee or other Person if believed by it to be
genuine.
 
Section 16.2 Further Action.
 
  The parties shall execute and deliver all documents, provide all information
and take or refrain from taking action as may be necessary or appropriate to
achieve the purposes of this Agreement.
 
                                     A-69

Section 16.3 Binding Effect.
 
  This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.
 
Section 16.4 Integration.
 
  This Agreement constitutes the entire agreement among the parties hereto
pertaining to the subject matter hereof and supersedes all prior agreements
and understandings pertaining thereto.
 
Section 16.5 Creditors.
 
  None of the provisions of this Agreement shall be for the benefit of, or
shall be enforceable by, any creditor of the Partnership.
 
Section 16.6 Waiver.
 
  No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute waiver of
any such breach of any other covenant, duty, agreement or condition.
 
Section 16.7 Counterparts.
 
  This Agreement may be executed in counterparts, all of which together shall
constitute an agreement binding on all the parties hereto, notwithstanding
that all such parties are not signatories to the original or the same
counterpart. Each party shall become bound by this Agreement immediately upon
affixing its signature hereto or, in the case of a Person acquiring a Unit,
upon accepting the certificate evidencing such Unit or executing and
delivering a Transfer Application as herein described, independently of the
signature of any other party.
 
Section 16.8 Applicable Law.
 
  This Agreement shall be construed in accordance with and governed by the
laws of the State of Delaware, without regard to the principles of conflicts
of law.
 
Section 16.9 Invalidity of Provisions.
 
  If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.
 
                                     A-70

Section 16.10 Consent of Partners.
 
  Each Partner hereby expressly consents and agrees that, whenever in this
Agreement it is specified that an action may be taken upon the affirmative
vote or consent of less than all of the Partners, such action may be so taken
upon the concurrence of less than all of the Partners and each Partner shall
be bound by the results of such action.
 
  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
 
                                          GENERAL PARTNER:
 
                                          Plains All American Inc.
 
                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________
 
                                          ORGANIZATIONAL LIMITED PARTNER:
 
                                          Plains Resources Inc.
 
                                          By: _________________________________
                                          Name: _______________________________
 
                                          LIMITED PARTNERS:
 
                                          All Limited Partners now and
                                          hereafter admitted as Limited
                                          Partners of the Partnership,
                                          pursuant to powers of attorney now
                                          and hereafter executed in favor of,
                                          and granted and delivered to the
                                          General Partner.
 
                                          By: _________________________________
 
                                     A-71

                         EXHIBIT A TO THE AMENDED AND
                 RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
                      PLAINS ALL AMERICAN PIPELINE, L.P.
                      CERTIFICATE EVIDENCING COMMON UNITS
                   REPRESENTING LIMITED PARTNER INTERESTS IN
                      PLAINS ALL AMERICAN PIPELINE, L.P.
 
No.       Common Units
 
  In accordance with Section 4.1 of the Amended and Restated Agreement of
Limited Partnership of Plains All American Pipeline, L.P., as amended,
supplemented or restated from time to time (the "Partnership Agreement"),
Plains All American Pipeline, L.P., a Delaware limited partnership (the
"Partnership"), hereby certifies that                     (the "Holder") is
the registered owner of          Common Units representing limited partner
interests in the Partnership (the "Common Units") transferable on the books of
the Partnership, in person or by duly authorized attorney, upon surrender of
this Certificate properly endorsed and accompanied by a properly executed
application for transfer of the Common Units represented by this Certificate.
The rights, preferences and limitations of the Common Units are set forth in,
and this Certificate and the Common Units represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the
Partnership Agreement. Copies of the Partnership Agreement are on file at, and
will be furnished without charge on delivery of written request to the
Partnership at, the principal office of the Partnership located at 500 Dallas,
Suite 700, Houston, Texas 77002. Capitalized terms used herein but not defined
shall have the meanings given them in the Partnership Agreement.
 
  The Holder, by accepting this Certificate, is deemed to have (i) requested
admission as, and agreed to become, a Limited Partner and to have agreed to
comply with and be bound by and to have executed the Partnership Agreement,
(ii) represented and warranted that the Holder has all right, power and
authority and, if an individual, the capacity necessary to enter into the
Partnership Agreement, (iii) granted the powers of attorney provided for in
the Partnership Agreement and (iv) made the waivers and given the consents and
approvals contained in the Partnership Agreement.
 
  This Certificate shall not be valid for any purpose unless it has been
countersigned and registered by the Transfer Agent and Registrar.
 
Dated:                                    Plains All American Pipeline, L.P.
Countersigned and Registered by:

                                          By: Plains All American Inc., its
_____________________________________      General Partner
 
as Transfer Agent and Registrar
                                          By: _________________________________
 
By: _________________________________        Name: ____________________________
  Authorized Signature
 
[Reverse of Certificate]                  By: _________________________________
                                             Secretary
 
                                     A-72

                                 ABBREVIATIONS
 
  The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as follows according to applicable laws
or regulations:
 
TEN COM -- as tenants in common               UNIF GIFT/TRANSFERS MIN ACT
TEN ENT -- as tenants by the entireties       ___________ Custodian ___________
JT TEN -- as joint tenants with right of      (Cust) (Minor)
          survivorship and not as tenants     under Uniform Gifts/Transfers to
          in common                           Minors Act ______________________
                                                               (State)
 
  Additional abbreviations, though not in the above list, may also be used.
 
                          ASSIGNMENT OF COMMON UNITS
                                      IN
                      PLAINS ALL AMERICAN PIPELINE, L.P.
             IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
        DUE TO TAX SHELTER STATUS OF PLAINS ALL AMERICAN PIPELINE, L.P.
 
  You have acquired an interest in Plains All American Pipeline, L.P., 500
Dallas, Suite 700, Houston, Texas 77002, whose taxpayer identification number
is       . The Internal Revenue Service has issued Plains All American
Pipeline, L.P. the following tax shelter registration number:       .
 
  YOU MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE SERVICE IF
YOU CLAIM ANY DEDUCTION, LOSS, CREDIT OR OTHER TAX BENEFIT OR REPORT ANY
INCOME BY REASON OF YOUR INVESTMENT IN PLAINS ALL AMERICAN PIPELINE, L.P.
 
  You must report the registration number as well as the name and taxpayer
identification number of Plains All American Pipeline, L.P. on Form 8271. FORM
8271 MUST BE ATTACHED TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS,
CREDIT OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT
IN PLAINS ALL AMERICAN PIPELINE, L.P.
 
  If you transfer your interest in Plains All American Pipeline, L.P. to
another person, you are required by the Internal Revenue Service to keep a
list containing (a) that person's name, address and taxpayer identification
number, (b) the date on which you transferred the interest and (c) the name,
address and tax shelter registration number of Plains All American Pipeline,
L.P. If you do not want to keep such a list, you must (1) send the information
specified above to the Partnership, which will keep the list for this tax
shelter, and (2) give a copy of this notice to the person to whom you transfer
your interest. Your failure to comply with any of the above-described
responsibilities could result in the imposition of a penalty under Section
6707(b) or 6708(a) of the Internal Revenue Code of 1986, as amended, unless
such failure is shown to be due to reasonable cause.
 
  ISSUANCE OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS INVESTMENT OR
THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED OR APPROVED BY THE
INTERNAL REVENUE SERVICE.
 
  FOR VALUE RECEIVED,                  HEREBY ASSIGNS, CONVEYS, SELLS AND
TRANSFERS UNTO
 
 (Please print or typewrite name and        (Please insert Social Security or
        address of Assignee)                   other identifying number of
                                                        Assignee)
 
                                     A-73

      Common Units representing limited partner interests evidenced by this
Certificate, subject to the Partnership Agreement, and does hereby irrevocably
constitute and appoint                  as its attorney-in-fact with full
power of substitution to transfer the same on the books of Plains All American
Pipeline, L.P.
 
Date:                                     NOTE: The signature to any
                                                endorsement hereon must
                                                correspond with the name as
                                                written upon the face of this
                                                Certificate in every
                                                particular, without
                                                alteration, enlargement or
                                                change.
 
SIGNATURE(S) MUST BE GUARANTEED BY A
MEMBER FIRM OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS,
INC. OR BY A COMMERCIAL BANK OR
TRUST COMPANY
 
                                                (Signature)
                                                (Signature)
 
SIGNATURE(S) GUARANTEED
 
  No transfer of the Common Units evidenced hereby will be registered on the
books of the Partnership, unless the Certificate evidencing the Common Units
to be transferred is surrendered for registration or transfer and an
Application for Transfer of Common Units has been executed by a transferee
either (a) on the form set forth below or (b) on a separate application that
the Partnership will furnish on request without charge. A transferor of the
Common Units shall have no duty to the transferee with respect to execution of
the transfer application in order for such transferee to obtain registration
of the transfer of the Common Units.
 
                               ----------------
 
                   APPLICATION FOR TRANSFER OF COMMON UNITS
 
  The undersigned ("Assignee") hereby applies for transfer to the name of the
Assignee of the Common Units evidenced hereby.
 
  The Assignee (a) requests admission as a Substituted Limited Partner and
agrees to comply with and be bound by, and hereby executes, the Amended and
Restated Agreement of Limited Partnership of Plains All American Pipeline,
L.P. (the "Partnership"), as amended, supplemented or restated to the date
hereof (the "Partnership Agreement"), (b) represents and warrants that the
Assignee has all right, power and authority and, if an individual, the
capacity necessary to enter into the Partnership Agreement, (c) appoints the
General Partner of the Partnership and, if a Liquidator shall be appointed,
the Liquidator of the Partnership as the Assignee's attorney-in-fact to
execute, swear to, acknowledge and file any document, including, without
limitation, the Partnership Agreement and any amendment thereto and the
Certificate of Limited Partnership of the Partnership and any amendment
thereto, necessary or appropriate for the Assignee's admission as a
Substituted Limited Partner and as a party to the Partnership Agreement, (d)
gives the powers of attorney provided for in the Partnership Agreement, and
(e) makes the waivers and gives the consents and approvals contained in the
Partnership Agreement. Capitalized terms not defined herein have the meanings
assigned to such terms in the Partnership Agreement.
 
Date:

 
Social Security or other identifying              Signature of Assignee
         number of Assignee

                                              Name and Address of Assignee
      Purchase Price including
         commissions, if any
 
                                     A-74

  Type of Entity (check one):

                                                            
      [_] Individual               [_] Partnership                [_] Corporation
      [_] Trust                    [_] Other (specify)
 
  Nationality (check one):
 
      [_] U.S. Citizen, Resident or Domestic Entity
      [_] Foreign Corporation      [_] Non-resident Alien

  If the U.S. Citizen, Resident or Domestic Entity box is checked, the
following certification must be completed.
 
  Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the
"Code"), the Partnership must withhold tax with respect to certain transfers
of property if a holder of an interest in the Partnership is a foreign person.
To inform the Partnership that no withholding is required with respect to the
undersigned interestholder's interest in it, the undersigned hereby certifies
the following (or, if applicable, certifies the following on behalf of the
interestholder).
 
  Complete Either A or B:
 
  A. Individual Interestholder
 
    1. I am not a non-resident alien for purposes of U.S. income taxation.
 
    2.  My U.S. taxpayer identification number (Social Security Number) is
         .
 
    3. My home address is         .
 
  B. Partnership, Corporation or Other Interestholder
 
    1.           is not a foreign corporation, foreign partnership, foreign
  trust or foreign
      (Name of Interestholder)
  estate (as those terms are defined in the Code and Treasury Regulations).
 
    2. The interestholder's U.S. employer identification number is        .
 
    3. The interestholder's office address and place of incorporation (if
  applicable) is .
 
  The interestholder agrees to notify the Partnership within sixty (60) days
of the date the interestholder becomes a foreign person.
 
  The interestholder understands that this certificate may be disclosed to the
Internal Revenue Service by the Partnership and that any false statement
contained herein could be punishable by fine, imprisonment or both.
 
  Under penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct
and complete and, if applicable, I further declare that I have authority to
sign this document on behalf of
 
                            Name of Interestholder
 
                              Signature and Date
 
                             Title (if applicable)
 
                                     A-75

  Note: If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee holder or an agent of any of the foregoing, and is
holding for the account of any other person, this application should be
completed by an officer thereof or, in the case of a broker or dealer, by a
registered representative who is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.,
or, in the case of any other nominee holder, a person performing a similar
function. If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee owner or an agent of any of the foregoing, the
above certification as to any person for whom the Assignee will hold the
Common Units shall be made to the best of the Assignee's knowledge.
 
                                     A-76

                                                                     APPENDIX B
 
  No transfer of the Common Units evidenced hereby will be registered on the
books of the Partnership, unless the Certificate evidencing the Common Units to
be transferred is surrendered for registration or transfer and an Application
for Transfer of Common Units has been executed by a transferee either (a) on
the form set forth below or (b) on a separate application that the Partnership
will furnish on request without charge. A transferor of the Common Units shall
have no duty to the transferee with respect to execution of the transfer
application in order for such transferee to obtain registration of the transfer
of the Common Units.
 
                    APPLICATION FOR TRANSFER OF COMMON UNITS
 
  The undersigned ("Assignee") hereby applies for transfer to the name of the
Assignee of the Common Units evidenced hereby.
 
  The Assignee (a) requests admission as an Additional Limited Partner and
agrees to comply with and be bound by, and hereby executes, the Amended and
Restated Agreement of Limited Partnership of Plains All American Pipeline, L.P.
(the "Partnership"), as amended, supplemented or restated to the date hereof
(the "Partnership Agreement"), (b) represents and warrants that the Assignee
has all right, power and authority and, if an individual, the capacity
necessary to enter into the Partnership Agreement, (c) appoints the General
Partner and, if a Liquidator shall be appointed, the Liquidator of the
Partnership as the Assignee's attorney-in-fact, to execute, swear to,
acknowledge and file any document, including, without limitation, the
Partnership Agreement and any amendment thereto and the Certificate of Limited
Partnership of the Partnership and any amendment thereto, necessary or
appropriate for the Assignee's admission as a Additional Limited Partner and as
a party to the Partnership Agreement, (d) gives the power of attorney provided
for in the Partnership Agreement, and (e) makes the waivers and gives the
consents and approvals contained in the Partnership Agreement. Capitalized
terms not defined herein have the meanings assigned to such terms in the
Partnership Agreement.
 
Date: ______________________________
 
____________________________________     By: __________________________________
      Social Security or other                   Signature of Assignee
   identifying number of Assignee
 
____________________________________     ______________________________________
      Purchase Price including                Name and Address of Assignee
        commissions, if any
 
Type of Entity (check one):
    [_] Individual      [_] Partnership      [_] Corporation
    [_] Trust           [_] Other (specify)
 
Nationality (check one)
 
    [_] U.S. Citizen, Resident or Domestic Entity
    [_] Foreign Corporation           [_] Non-resident Alien
 
  If the U.S. Citizen, Resident or Domestic Entity box is checked, the
following certification must be completed.
 
  Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the
"Code"), the Partnership must withhold tax with respect to certain transfers of
property if a holder of an interest in the Partnership is a foreign person. To
inform the Partnership that no withholding is required with respect to the
undersigned interestholder's interest in it, the undersigned hereby certifies
the following (or, if applicable, certifies the following on behalf of the
interestholder).
 
                                      B-1

Complete Either A or B:
 
A.Individual Interestholder
 
  1. I am not a non-resident alien for purposes of U.S. income taxation.
 
  2. My U.S. taxpayer identification number (Social Security Number) is
 
  3. My home address is
 
B.Partnership, Corporation or Other Interestholder
 
  1.  ______________________is not a foreign corporation, foreign partnership,
                 (Name of Interestholder)
     foreign trust or foreign estate (as those terms are defined in the Code
     and Treasury Regulations).
 
  2. The interestholder's U.S. employer identification number is .
 
  3. The interestholder's office address and place of incorporation (if
     applicable) is .
 
  The interestholder agrees to notify the Partnership within sixty (60) days
of the date the interestholder becomes a foreign person.
 
  The interestholder understands that this certificate may be disclosed to the
Internal Revenue Service by the Partnership and that any false statement
contained herein could be punishable by fine, imprisonment or both.
 
  Under penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct
and complete and, if applicable, I further declare that I have authority to
sign this document on behalf of
 
                            Name of Interestholder
 
Dated:      , 1998
 
                              Signature and Date
 
                             Title (if applicable)
 
  Note: If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee holder or an agent of any of the foregoing, and is
holding for the account of any other person, this application should be
completed by an officer thereof or, in the case of a broker or dealer, by a
registered representative who is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.,
or, in the case of any other nominee holder, a person performing a similar
function. If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee owner or an agent of any of the foregoing, the
above certification as to any person for whom the signee will hold the Common
Units shall be made to the best of the Assignee's knowledge.
 
                                      B-2

                                                                     APPENDIX C
 
                           GLOSSARY OF CERTAIN TERMS
 
  Acquisition: Any transaction in which the Partnership acquires (through an
asset acquisition, merger, stock acquisition or other form of investment)
control over all or a portion of the assets, properties or business of another
person for the purpose of increasing the operating capacity or revenues of the
Partnership from the operating capacity or revenues of the Partnership
existing immediately prior to such transaction.
 
  Adjusted Operating Surplus: With respect to any period, Operating Surplus
generated during such period (a) less (i) any net increase in working capital
borrowings during such period and (ii) any net reduction in cash reserves for
Operating Expenditures during such period not relating to an Operating
Expenditure made during such period, and (b) plus (i) any net decrease in
working capital borrowings during such period and (ii) any net increase in
cash reserves for Operating Expenditures during such period required by any
debt instrument for the repayment of principal, interest or premium. Adjusted
Operating Surplus does not include that portion of Operating Surplus included
in clause (a)(i) of the definition of Operating Surplus.
 
  Available Cash: With respect to any quarter prior to liquidation:
 
    (a) the sum of (i) all cash and cash equivalents of the Partnership on
  hand at the end of such quarter and (ii) all additional cash and cash
  equivalents of the Partnership on hand on the date of determination of
  Available Cash with respect to such quarter resulting from borrowings for
  working capital purposes made subsequent to the end of such quarter, less
 
    (b) the amount of any cash reserves that is necessary or appropriate in
  the reasonable discretion of the General Partner to (i) provide for the
  proper conduct of the business of the Partnership (including reserves for
  future capital expenditures and for anticipated future credit needs of the
  Partnership) subsequent to such quarter, (ii) comply with applicable law or
  any loan agreement, security agreement, mortgage, debt instrument or other
  agreement or obligation to which any member of the Partnership is a party
  or by which it is bound or its assets are subject, or (iii) provide funds
  for distributions under Section 6.4 or 6.5 of the Partnership Agreement in
  respect of any one or more of the next four quarters; provided, however,
  that the General Partner may not establish cash reserves pursuant to (iii)
  above if the effect of such reserves would be that the Partnership is
  unable to distribute the Minimum Quarterly Distribution on all Common Units
  with respect to such quarter; and, provided further, that disbursements
  made by the Partnership or cash reserves established, increased or reduced
  after the end of such quarter but on or before the date of determination of
  Available Cash with respect to such quarter shall be deemed to have been
  made, established, increased or reduced for purposes of determining
  Available Cash within such quarter if the General Partner so determines.
  Notwithstanding the foregoing, "Available Cash" with respect to the quarter
  in which the liquidation of the Partnership occurs and any subsequent
  quarter shall equal zero.
 
  Bank Credit Agreement: The $175 million Term Loan Facility and the $50
million Revolving Credit Facility entered into by the Operating Partnership.
 
  Barrel: One barrel of crude oil equals 42 U.S. gallons.
 
  Capital Account: The capital account maintained for a Partner pursuant to
the Partnership Agreement. The Capital Account of a Partner in respect of a
general partner interest, a Common Unit, a Subordinated Unit, an Incentive
Distribution Right or any other Partnership Interest shall be the amount which
such Capital Account would be if such general partner interest, Common Unit,
Subordinated Unit, Incentive Distribution Right, or other Partnership Interest
were the only interest in the Company held by a Partner from and after the
date on which such general partner interest, Common Unit, Subordinated Unit,
Incentive Distribution Right or other Partnership Interest was first issued.
 
                                      C-1

  Capital Improvements: Additions or improvements to the capital assets owned
by the Partnership or the acquisition of existing, or the construction of new,
capital assets, in each case made to increase the operating capacity or
revenues of the Partnership existing immediately prior to such addition,
improvement, acquisition or construction.
 
  Capital Surplus: All Available Cash distributed by the Partnership from any
source will be treated as distributed from Operating Surplus until the sum of
all Available Cash distributed since the Closing Date equals the Operating
Surplus as of the end of the quarter prior to such distribution. Any excess
Available Cash will be deemed to be Capital Surplus.
 
  Cause: Means a court of competent jurisdiction has entered a final, non-
appealable judgment finding the General Partner liable for actual fraud, gross
negligence or willful or wanton misconduct in its capacity as a general
partner of the Partnership.
 
  Closing Date: The first date on which Common Units are sold by the
Partnership to the Underwriters pursuant to the provisions of the Underwriting
Agreement.
 
  Common Unit Arrearage: The amount by which the Minimum Quarterly
Distribution in respect of a quarter during the Subordination Period exceeds
the distribution of Available Cash from Operating Surplus actually made for
such quarter on a Common Unit, cumulative for such quarter and all prior
quarters during the Subordination Period.
 
  Common Units: A Unit representing a fractional part of the Partnership
Interests of all limited partners and assignees and having the rights and
obligations specified with respect to Common Units in the Partnership
Agreement.
 
  Compensation Committee: A committee of the board of directors of the General
Partner which will include two independent directors, which will determine the
compensation of the officers of the General Partner and administer its
employee benefit plans.
 
  Conflicts Committee: A committee of the board of directors of the General
Partner composed entirely of two or more directors who are neither officers or
employees or security holders of the General Partner nor officers, directors
or employees of any affiliate of the General Partner.
 
  Contribution Agreement: The Contribution, Conveyance and Assumption
Agreement to be dated the Closing Date among the General Partner, the Plains
Midstream Subsidiaries, the Partnership, the Operating Partnership and certain
other parties governing the Transactions pursuant to which, among other
things, the assets, business and operations of the All American Pipeline and
the SJV Gathering System and the Plains Midstream Subsidiaries will be
transferred and the liabilities of the All American Pipeline and the SJV
Gathering System and the Plains Midstream Subsidiaries will be assumed.
 
  Counsel: Andrews & Kurth L.L.P., special counsel to the General Partner and
the Partnership.
 
  Current Market Price: With respect to any class of Units listed or admitted
to trading on any national securities exchange as of any date, the average of
the daily Closing Prices (as hereinafter defined) for the 20 consecutive
Trading Days (as hereinafter defined) immediately prior to such date. "Closing
Price" for any day means the last sale price on such day, regular way, or in
case no such sale takes place on such day, the average of the closing bid and
asked prices on such day, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the principal national securities exchange
(other than the Nasdaq Stock Market) on which the Units of such class are
listed or admitted to trading or, if the Units of such class are not listed or
admitted to trading on any national securities exchange (other than the Nasdaq
Stock Market), the last quoted price on such day, or, if not so quoted, the
 
                                      C-2

average of the high bid and low asked prices on such day in the over-the-
counter market, as reported by the Nasdaq Stock Market or such other system
then in use, or if on any such day the Units of such class are not quoted by
any such organization, the average of the closing bid and asked prices on such
day as furnished by a professional market maker making a market in the Units
of such class selected by the General Partner, or if on any such day no market
maker is making a market in the Units of such class, the fair value of such
Units on such day as determined reasonably and in good faith by the General
Partner. "Trading Day" means a day on which the principal national securities
exchange on which Units of any class are listed or admitted to trading is open
for the transaction of business or, if the Units of a class are not listed or
admitted to trading on any national securities exchange, a day on which
banking institutions in New York City generally are open.
 
  Delaware Act: The Delaware Revised Uniform Limited Partnership Act, 6 Del C.
(S)17-101, et seq., as amended, supplemented or restated from time to time,
and any successor to such statute.
 
  Departing Partner: A former General Partner from and after the effective
date of any withdrawal or removal of such former General Partner pursuant to
the Partnership Agreement.
 
  Exchange Act: Securities Exchange Act of 1934, as amended.
 
  General Partner: Plains All American Inc., a Delaware corporation, and its
successors and permitted assigns as general partner of the Partnership.
 
  Incentive Distribution Right: A non-voting limited partner Partnership
Interest issued to the General Partner in connection with the transfer of
substantially all of its general partner interest in the Operating Partnership
to the Partnership pursuant to the Partnership Agreement, which Partnership
Interest will confer upon the holder thereof only the rights and obligations
specifically provided in the Partnership Agreement with respect to Incentive
Distribution Rights (and no other rights otherwise available to or other
obligations of holders of a Partnership Interest).
 
  Incentive Distributions: The distributions of Available Cash from Operating
Surplus initially made to the General Partner that are in excess of the
General Partner's aggregate 2% general partner interest.
 
  Initial Common Units: The Common Units sold in this offering.
 
  Initial Unit Price: An amount per Unit equal to the initial public offering
price of the Common Units as set forth on the outside front cover page of this
Prospectus.
 
  Interim Capital Transactions: The following transactions if they occur prior
to liquidation: (a) borrowings, refinancings and refundings of indebtedness
and sales of debt securities (other than for working capital borrowings and
other than for items purchased on open account in the ordinary course of
business) by the Partnership; (b) sales of equity interests by the Partnership
(other than the Common Units sold to the Underwriters pursuant to the exercise
of their over-allotment option); and (c) sales or other voluntary or
involuntary dispositions of any assets of the Partnership (other than (i)
sales or other dispositions of inventory, accounts receivable and other assets
in the ordinary course of business, and (ii) sales or other dispositions of
assets as a part of normal retirements or replacements).
 
  Letter of Credit Facility: The $175 million, secured letter of credit
facility with BankBoston, N.A, ING (U.S.) Capital Corporation and certain
other lenders.
 
  Long-Term Incentive Plan: The Plains All American Pipeline, L.P. 1998 Long-
Term Incentive Plan.
 
  Management Incentive Plan: The Plains All American Pipeline, L.P. Management
Incentive Plan.
 
  Minimum Quarterly Distribution: $0.45 per Unit with respect to each quarter
or $1.80 per Unit on an annualized basis, subject to adjustment as described
in "Cash Distribution Policy--Distributions from Capital Surplus" and "Cash
Distribution Policy--Adjustment of Minimum Quarterly Distribution and Target
Distribution Levels."
 
                                      C-3

  Non-citizen Assignee: A Limited Partner or assignee who (i) fails to furnish
information about nationality, citizenship, residency or other related status
within 30 days after a request by the General Partner for such information, or
(ii) the General Partner determines after receipt of such information is not
an eligible citizen.
 
  Operating Expenditures: All Partnership Group expenditures, including, but
not limited to, taxes, reimbursements of the General Partner, debt service
payments and capital expenditures, subject to the following:
 
    (a) Payments (including prepayments) of principal and premium on
  indebtedness shall not be an Operating Expenditure if the payment is (i)
  required in connection with the sale or other disposition of assets or (ii)
  made in connection with the refinancing or refunding of indebtedness with
  the proceeds from new indebtedness or from the sale of equity interests.
  For purposes of the foregoing, at the election and in the reasonable
  discretion of the General Partner, any payment of principal or premium
  shall be deemed to be refunded or refinanced by any indebtedness incurred
  or to be incurred by the Partnership Group within 180 days before or after
  such payment to the extent of the principal amount of such indebtedness.
 
    (b) Operating Expenditures shall not include (i) capital expenditures
  made for Acquisitions or for Capital Improvements, (ii) payment of
  transaction expenses relating to Interim Capital Transactions or (iii)
  distributions to partners. Where capital expenditures are made in part for
  Acquisitions or Capital Improvements and in part for other purposes, the
  General Partner's good faith allocation between the amounts paid for each
  shall be conclusive.
 
  Operating Partnership: Plains Operating, L.P. and All American, L.P., each a
Delaware limited partnership, and any successors thereto.
 
  Operating Partnership Agreements: The Amended and Restated Operating
Agreement of each of the Operating Partnerships, as it may be amended,
supplemented or restated from time to time (the forms of which have been filed
as an exhibit to the registration statement of which this Prospectus is a
part).
 
  Operating Surplus: As to any period prior to liquidation, on a cumulative
basis and without duplication:
 
    (a) the sum of (i) $25 million plus all cash and cash equivalents of the
  Partnership Group on hand as of the close of business on the Closing Date,
  (ii) all cash receipts of the Partnership Group for the period beginning on
  the Closing Date and ending with the last day of such period, other than
  cash receipts from Interim Capital Transactions and (iii) all cash receipts
  of the Partnership Group after the end of such period but on or before the
  date of determination of Operating Surplus with respect to such period
  resulting from borrowings for working capital purposes, less
 
    (b) the sum of (i) Operating Expenditures for the period beginning on the
  Closing Date and ending with the last day of such period and (ii) the
  amount of cash reserves that is necessary or advisable in the reasonable
  discretion of the General Partner to provide funds for future Operating
  Expenditures, provided however, that disbursements made (including
  contributions to a member of the Partnership Group or disbursements on
  behalf of a member of the Partnership Group) or cash reserves established,
  increased or reduced after the end of such period but on or before the date
  of determination of Available Cash with respect to such period shall be
  deemed to have been made, established, increased or reduced for purposes of
  determining Operating Surplus, within such period if the General Partner so
  determines. Notwithstanding the foregoing, "Operating Surplus" with respect
  to the quarter in which the liquidation occurs and any subsequent quarter
  shall equal zero.
 
  Opinion of Counsel: A written opinion of counsel, acceptable to the General
Partner in its reasonable discretion, to the effect that the taking of a
particular action will not result in the loss of the limited liability of the
limited partners of the Company or cause the Company to be treated as an
association taxable as a corporation or otherwise taxed as an entity for
federal income tax purposes.
 
  Partnership Agreement: The Amended and Restated Agreement of Limited
Partnership of the Partnership (the form of which is included in this
Prospectus as Appendix A), as it may be amended, restated or
 
                                      C-4

supplemented from time to time. Unless the context requires otherwise,
references to the Partnership Agreement constitute references to the
Partnership Agreement of the Partnership and to the Operating Partnership
Agreements, collectively.
 
  Partnership Group: The Partnership, the Operating Partnership and any
subsidiary of either such entity, treated as a single consolidated entity.
 
  Partnership Interest: An ownership interest in the Partnership, which shall
include the general partner interests and limited partner interests.
 
  Partnership Security: Means any class or series of equity interest in the
Partnership (but excluding any options, rights, warrants and appreciation
rights relating to any equity interest in the Partnership), including, without
limitation, Common Units, Subordinated Units and Incentive Distribution
Rights.
 
  Qualifying Income Exception: An exception to Section 7704 of the Code which
provides that publicly-traded partnerships will be taxed as partnerships and
not corporations if 90% or more of the gross income for every taxable year
consists of "qualifying income."
 
  Registration Statement: The Registration Statement on Form S-1, as amended
(No. 333-     ), filed by the Partnership with the Commission, relating to the
Common Units.
 
  Revolving Credit Facility: The $50 million Revolving Credit Facility,
entered into by the Partnership, which may be used for acquisitions, capital
improvements and working capital purposes.
 
  Securities Act: The Securities Act of 1933, as amended.
 
  Subordinated Unit: A Unit representing a fractional part of the partnership
interests of all limited partners and assignees and having the rights and
obligations specified with respect to Subordinated Units in the Partnership
Agreement.
 
  Subordination Period: The Subordination Period will generally extend from
the closing of this offering until the first to occur of: (a) the first day of
any quarter beginning after December 31, 2003 in respect of which (i)
distributions of Available Cash from Operating Surplus on each of the
outstanding Common Units and the Subordinated Units with respect to each of
the three consecutive, non-overlapping four-quarter periods immediately
preceding such date equaled or exceeded the sum of the Minimum Quarterly
Distribution on all of the outstanding Common Units and Subordinated Units
during such periods, (ii) the Adjusted Operating Surplus generated during each
of the three consecutive, non-overlapping four-quarter periods immediately
preceding such date equaled or exceeded the sum of the Minimum Quarterly
Distribution on all of the Common Units and Subordinated Units that were
outstanding during such periods on a fully-diluted basis, plus the related
distribution on the general partner interest in the Partnership and the
general partner interest in the Operating Partnership, and (iii) there are no
outstanding Common Unit Arrearages; and (b) the date on which the General
Partner is removed as general partner of the Partnership upon the requisite
vote by holders of Outstanding Units under circumstances where Cause does not
exist and Units held by the General Partner and its Affiliates are not voted
in favor of such removal.
 
  Target Distribution Levels: The distribution levels at which the General
Partner's Incentive Compensation Payments are determined as described in "Cash
Distribution Policy--Incentive Distributions--Hypothetical Annualized Yield."
 
  Term Loan Facility: The $175 million Term Loan Facility entered into by the
Partnership.
 
  Transactions: The transactions related to the formation of the Partnership,
the entering into of the Term Loan Facility and the Revolving Credit Facility
and the other transactions to occur in connection with this offering.
 
                                      C-5

  Transfer Agent:      serving as registrar and transfer agent for the Common
Units.
 
  Transfer Application: An application for transfer of Units in the form set
forth on the back of a certificate, substantially in the form included in this
Prospectus as Appendix B, or in a form substantially to the same effect in a
separate instrument.
 
  Unitholders: Holders of the Common Units and the Subordinated Units,
collectively.
 
  Unit Majority: During the Subordination Period, at least a majority of the
outstanding Common Units, voting as a class (excluding Common Units held by
the General Partner and its affiliates) , and at least a majority of the
outstanding Subordinated Units, voting as a class and, thereafter, at least a
majority of the outstanding Units.
 
  Units: A Partnership Security that is designated as a "Unit", including the
Common Units and the Subordinated Units, but not including the General Partner
Interest or the right to receive Incentive Distributions.
 
  Unrecovered Capital: At any time, the Initial Unit Price, less the sum of
all distributions theretofore made in respect of an Initial Common Unit
constituting Capital Surplus and any distributions of cash (or the net agreed
value of any distributions in kind) in connection with the dissolution and
liquidation of the Partnership theretofore made in respect of such Unit,
adjusted as the General Partner determines to be appropriate to give effect to
any distribution, subdivision or combination of such Units.
 
                                      C-6

                                  APPENDIX D
 
                PRO FORMA AVAILABLE CASH FROM OPERATING SURPLUS
 
  The following table shows the calculation of pro forma Available Cash from
Operating Surplus and should be read only in conjunction with "Cash Available
for Distribution," the Partnership's Combined Financial Statements and the
Partnership's Unaudited Pro Forma Consolidated Financial Statements.

                                                       YEAR ENDED  TWELVE MONTHS
                                                      DECEMBER 31,     ENDED
                                                          1997     JUNE 30, 1998
                                                      ------------ -------------
                                                             (UNAUDITED)
                                                            (IN THOUSANDS)
                                                             
Pro forma net income................................    $52,377       $47,274
Add:Pro forma depreciation and amortization.........     10,325        10,368
   Pro forma interest expense.......................     14,334        14,606
                                                        -------       -------
   Pro forma EBITDA(a)..............................     77,036        72,248
Less:Pro forma interest expense.....................     14,334        14,606
   Pro forma capital maintenance(b)(c)..............      1,433         1,749
                                                        -------       -------
Pro forma Available Cash from Operating Surplus(d)..    $61,269       $55,893
                                                        =======       =======

- --------
(a) EBITDA is defined as earnings before interest expense, income taxes,
    depreciation and amortization.
(b) Amounts determined by combining actual amounts for Wingfoot and the Plains
    Midstream Subsidiaries maintenance capital expenditures.
(c) The Partnership estimates future maintenance capital expenditures to
    average approximately $2.0 million to $4.0 million per year. See
    "Management's Discussion and Analysis of Financial Condition and Results
    of Operations."
 
                                      D-1

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
  NO DEALER, SALESPERSON, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE PARTNERSHIP OR ANY OF THE UNDERWRITERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE
TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
 
                                  -----------
 
                               TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
                                                                         
Prospectus Summary........................................................    1
Forward-Looking Statements................................................   25
Risk Factors..............................................................   25
The Transactions..........................................................   38
Use of Proceeds...........................................................   39
Capitalization............................................................   40
Dilution..................................................................   41
Cash Distribution Policy..................................................   42
Cash Available for Distribution...........................................   50
Selected Pro Forma Financial and Operating Data...........................   51
Selected Historical Financial and Operating Data..........................   53
Management's Discussion and Analysis of Financial Condition and Results of
 Operations...............................................................   56
Business..................................................................   69
Management................................................................   90
Security Ownership of Certain Beneficial Owners and Management............   94
Certain Relationships and Related Transactions............................   95
Conflicts of Interest and Fiduciary Responsibilities......................   96
Description of the Common Units...........................................  102
The Partnership Agreement.................................................  104
Units Eligible for Future Sale............................................  114
Tax Considerations........................................................  115
Investment in the Partnership by Employee Benefit Plans...................  130
Underwriting..............................................................  132
Validity of Common Units..................................................  134
Experts...................................................................  134
Available Information.....................................................  134
Index to Financial Statements.............................................  F-1
Appendix A--Form of Amended and Restated Partnership Agreement............  A-1
Appendix B--Form of Application for Transfer of Common Units..............  B-1
Appendix C--Glossary of Certain Terms.....................................  C-1
Appendix D--Pro Forma Available Cash from Operating Surplus...............  D-1

UNTIL       , 1998 (25 CALENDAR DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN COMMON UNITS, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION
TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRIT-
ERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENT OR SUBSCRIPTIONS.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                     COMMON UNITS
 
                              PLAINS ALL AMERICAN
                                 PIPELINE, L.P.
 
                                  REPRESENTING
 
                           LIMITED PARTNER INTERESTS
 
                                     [LOGO]
 
                                    -------
 
                                   PROSPECTUS
 
                                         , 1998
 
                                    -------
 
                              SALOMON SMITH BARNEY
                            PAINEWEBBER INCORPORATED
                           A.G. EDWARDS & SONS, INC.
                          DONALDSON, LUFKIN & JENRETTE
                              GOLDMAN, SACHS & CO.
                             DAIN RAUSCHER WESSELS
                    a division of Dain Rauscher Incorporated
                           ING BARING FURMAN SELZ LLC
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                    PART II
 
                    INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
  Set forth below are the expenses (other than underwriting discounts and
commissions) expected to be incurred in connection with the issuance and
distribution of the securities registered hereby. With the exception of the
Securities and Exchange Commission registration fee, the NASD filing fee and
the NYSE filing fee, the amounts set forth below are estimates:

                                                                
   Securities and Exchange Commission registration fee............ $     92,151
   NASD filing fee................................................       30,500
   NYSE listing fee...............................................      *
   Printing and engraving expenses................................      *
   Legal fees and expenses........................................      *
   Accounting fees and expenses...................................      *
   Transfer agent and registrar fees..............................      *
   Miscellaneous..................................................      *
                                                                   ------------
     TOTAL........................................................ $    *
                                                                   ============

- --------
* To be provided by amendment.
 
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
  The section of the Prospectus entitled "The Partnership Agreement--
Indemnification" is incorporated herein by this reference. Reference is made
to Section [  ] of the Underwriting Agreement filed as Exhibit 1.1 to the
Registration Statement. Subject to any terms, conditions or restrictions set
forth in the Partnership Agreement, Section 17-108 of the Delaware Revised
Limited Partnership Act empowers a Delaware limited partnership to indemnify
and hold harmless any partner or other person from and against all claims and
demands whatsoever.
 
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
 
  The Partnership issued to Plains Resources Inc. and Plains All American Inc.
limited partner interests in the Partnership, respectively, in connection with
the formation of the Partnership on September 17, 1998, in offerings exempt
from registration under Section 4(2) of the Securities Act of 1933, as
amended. There have been no other sales of unregistered securities of the
Partnership within the past three years.
 
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
  a. Exhibits:

       
      1.1 --Underwriting Agreement
      3.1 --Form of Amended and Restated Agreement of Limited Partnership of
             Plains All American Pipeline, L.P. (included as Appendix A to the
             Prospectus)
      3.2 --Form of Amended and Restated Agreement of Limited Partnership of
             Plains Operating, L.P.
      3.3 --Form of Amended and Restated Agreement of Limited Partnership of
             All American, L.P.
      5.1 --Opinion of Andrews & Kurth L.L.P. as to the legality of the
             securities being registered
      8.1 --Opinion of Andrews & Kurth L.L.P. relating to tax matters
     10.1 --Letter of Credit Facility Agreement among Plains All American
             Pipeline, L.P., BankBoston, N.A., ING (U.S.) Capital Corporation
             and certain other banks
     10.2 --Bank Credit Agreement among Plains All American Pipeline, L.P.,
             Bank Boston, N.A. ING (U.S.) Capital Corporation and certain other
             banks
     10.3 --Contribution, Conveyance and Assumption Agreement among Plains All
             American Pipeline, L.P. and certain other parties

                                     II-1

         
      10.4  --Plains All American Pipeline, L.P. 1998 Long-Term Incentive Plan
      10.5  --Plains All American Pipeline, L.P. Management Incentive Plan
      10.6  --Employment Agreement between Plains All American and Harry N.
               Pefanis dated      , 1998
      10.7  --Marketing Agreement between Plains Resources Inc. and Plains All
               American Pipeline, L.P. dated     , 1998
      10.8  --Omnibus Agreement between Plains Resources Inc. and Plains All
               American Pipeline, L.P. dated     , 1998
     *10.9  --Transportation Agreement dated July 30, 1993 between All American
               Pipeline Company and Exxon Company, U.S.A.
     *10.10 --Transportation Agreement dated August 2, 1993, among All American
               Pipeline Company, Texaco Trading and Transportation Inc., Chevron
               U.S.A. and Sun Operating Limited Partnership.
      21.1  --List of subsidiaries of the Partnership
     *23.1  --Consent of PricewaterhouseCoopers LLP (relating to financial
               statements of Plains All American Inc., Plains Midstream
               Subsidiaries and Plains All American Pipeline, L.P.)
     *23.2  --Consent of PricewaterhouseCoopers LLP (relating to financial
               statements of Wingfoot Ventures Seven, Inc.)
      23.3  --Consent of Andrews & Kurth L.L.P. (contained in Exhibit 5.1 and
               8.1)
     *24.1  --Powers of Attorney (included on the signature page)
      27.1  --Financial Data Schedule

- --------
* Filed herewith. All other exhibits will be filed by amendment.
 
  (b) Financial Statement Schedules
 
  All financial statement schedules are omitted because the information is not
required, is not material or is otherwise included in the financial statements
or related notes thereto.
 
ITEM 17. UNDERTAKINGS
 
  The undersigned Registrant hereby undertakes to provide at the closing
specified in the underwriting agreement certificates in such denominations and
registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.
 
  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
 
  The undersigned Registrant hereby undertakes that:
 
    (1) For purposes of determining any liability under the Securities Act,
  the information omitted from the form of prospectus filed as part of this
  Registration Statement in reliance upon Rule 430A and contained in a form
  of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
  497(h) under the Securities Act shall be deemed to be part of this
  Registration Statement as of the time it was declared effective.
 
   (2) For purposes of determining any liability under the Securities Act,
  each post-effective amendment that contains a form of prospectus shall be
  deemed to be a new registration statement relating to the securities
  offered therein, and the offering of such securities at that time shall be
  deemed to be the initial bona fide offering thereof.
 
                                     II-2

                                  SIGNATURES
 
  Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on September 23, 1998.
 
                                          Plains All American Pipeline, L.P.
 
                                          By:  Plains All American Inc.,
                                                its general partner
 
                                          By: /s/ Greg L. Armstrong
                                             ----------------------------------
                                             Name: Greg L. Armstrong
                                             Title: Chairman of the Board and
                                                 Chief Executive Officer
 
                               POWER OF ATTORNEY
 
  Each person whose signature appears below appoints Phillip D. Kramer and
Michael R. Patterson, and each of them, any of whom may act without the
joinder of the other, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and any
Registration Statement (including any amendment thereto) for this offering
that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he might or
would do in person, hereby ratifying and confirming all that said attorneys-in
fact and agents or any of them or their or his substitute and substitutes, may
lawfully do or cause to be done by virtue hereof.
 
  PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED BELOW.

  
              SIGNATURE                      TITLE
                                                                     DATE
 
       /s/ Greg L. Armstrong         Chairman of the         September 23, 1998
- -----------------------------------   Board, Chief
         GREG L. ARMSTRONG            Executive Officer
                                      and Director
                                      (Principal Executive
                                      Officer)
 
       /s/ Harry N. Pefanis          President, Chief        September 23, 1998
- -----------------------------------   Operating Officer
         HARRY N. PEFANIS             and Director
 
       /s/ Phillip D. Kramer         Executive Vice          September 23, 1998
- -----------------------------------   President and Chief
         PHILLIP D. KRAMER            Financial Officer
                                      (Principal Financial
                                      Officer)
 
      /s/ Cynthia A. Feeback         Treasurer (Principal    September 23, 1998
- -----------------------------------   Accounting Officer)
        CYNTHIA A. FEEBACK
 
       /s/ Robert V. Sinnott         Director                September 23, 1998
- -----------------------------------
         ROBERT V. SINNOTT

                                     II-3

                               INDEX TO EXHIBITS
 
Exhibits

     
   1.1  --Underwriting Agreement
   3.1  --Form of Amended and Restated Agreement of Limited Partnership of
           Plains All American Pipeline, L.P. (included as Appendix A to the
           Prospectus)
   3.2  --Form of Amended and Restated Agreement of Limited Partnership of
           Plains Operating, L.P.
   3.3  --Form of Amended and Restated Agreement of Limited Partnership of All
           American, L.P.
   5.1  --Opinion of Andrews & Kurth L.L.P. as to the legality of the
           securities being registered
   8.1  --Opinion of Andrews & Kurth L.L.P. relating to tax matters
  10.1  --Letter of Credit Facility Agreement among Plains All American
           Pipeline, L.P., BankBoston, N.A., ING (U.S.) Capital Corporation and
           certain other banks
  10.2  --Bank Credit Agreement among Plains All American Pipeline, L.P., Bank
           Boston, N.A. ING (U.S.) Capital Corporation and certain other banks
  10.3  --Contribution, Conveyance and Assumption Agreement among Plains All
           American Pipeline, L.P. and certain other parties
  10.4  --Plains All American Pipeline, L.P. 1998 Long-Term Incentive Plan
  10.5  --Plains All American Pipeline, L.P. Management Incentive Plan
  10.6  --Employment Agreement between Plains All American and Harry N. Pefanis
           dated      , 1998
  10.7  --Plains Marketing Agreement between Plains Resources Inc. and Plains
           All American Pipeline, LP dated     , 1998
  10.8  --Omnibus Agreement between Plains Resources Inc. and Plains All
           American Pipeline, LP dated     , 1998
 *10.9  --Transportation Agreement dated July 30, 1993 between All American
           Pipeline Company and Exxon Company, U.S.A.
 *10.10 --Transportation Agreement dated August 2, 1993, among All American
           Pipeline Company, Texaco Trading and Transportation Inc., Chevron
           U.S.A. and Sun Operating Limited Partnership.
  21.1  --List of subsidiaries of the Partnership
 *23.1  --Consent of PricewaterhouseCoopers LLP (relating to financial
           statements of Plains All American Inc., Plains Midstream Subsidiaries
           and Plains All American Pipeline, L.P.)
 *23.2  --Consent of PricewaterhouseCoopers LLP (relating to financial
           statements of Wingfoot Ventures Seven, Inc.)
  23.3  --Consent of Andrews & Kurth L.L.P. (contained in Exhibit 5.1 and 8.1)
 *24.1  --Powers of Attorney (included on the signature page)
  27.1  --Financial Data Schedule

- --------
* Filed herewith. All other exhibits will be filed by amendment.

ALL AMERICAN
    PIPELINE COMPANY

George R. Hargreaves
President and Chief Executive Officer

July 30, 1993

Mr. James F. Marcogliese
General Manager, Supply Department
Exxon Company, U.S.A.
Post Office Box 2180
Houston, Texas 77252-2180

Dear Jim:

In an effort to provide firm assurances of All American Pipeline Company
("AAPL") proposed tariff rates, you have requested that AAPL set out the tariff
structure for the transportation of Las Flores origin oil production in a Letter
Agreement.  After acceptance by EXXON, this offer can be formalized, as
appropriate, by definitive agreements.  In this regard, AAPL offers the
following:

1.   Tariff Rates

     The contract rates for transportation of OCS oil originating at Gaviota and
     Las Flores to each of the following locations shall be:
 
     A.   Sisquoc: At the time the Pentland tariff rate is modified, AAPL will
          post a tariff rate of $1.20/bbl to Sisquoc. On January 01, 1994, and
          annually thereafter, the Sisquoc tariff rate shall be permitted to
          increase by an amount to be calculated pursuant to Paragraph 2 (Other
          Rate Provisions) of this Agreement.

     333 Clay Street . Suite 2700 . Houston, Texas 77002 . (713) 750-4551

Mr. J. F. Marcogliese
July 30, 1993
Page 2

     B.   Pentland: AAPL at any time, in its sole discretion, may increase the
          tariff to Pentland to $1.30/bbl.  On January 01, 1994, and annually
          thereafter, the Pentland tariff rate shall be permitted to increase by
          an amount to be calculated pursuant to Paragraph 2 (Other Rate
          Provisions) of this Agreement.

     C.   Twelve Gauge: If the proposed Cajon Pipeline system ("Cajon")
          commences operations prior to January 01, 1996, thirty days prior to
          the commencement of operations on Cajon, AAPL shall post a tariff rate
          of $1.42/bbl to its Twelve Gauge Station. On or after January 01, 1996
          the tariff rate shall be the sum of $1.42/bbl and any escalations
          effective on or after January 01, 1996 as calculated pursuant to
          Paragraph 2 (Other Rate Provisions) of this Agreement.

     D.   Cadiz: If Four Corners Pipe Line places Line 90 into OCS service to
          Los Angeles prior to January 01, 1996, thirty (30) days prior to the
          commencement of operations, AAPL shall post a tariff rate for
          transportation to Cadiz of $1.50/bbl. On or after January 01, 1996 the
          tariff rate shall be the sum of $1.50/bbl and any escalations
          effective on or after January 01, 1996 as calculated pursuant to
          Paragraph 2 (Other Rate Provisions) of this Agreement.

     E.   West Texas: AAPL may, at any time, in its sole discretion, file an OCS
          tariff rate from the California coast to West Texas not to exceed
          $2.75/bbl. On January 01, 1995, and annually thereafter, the maximum
          tariff rate to West Texas may be increased by an amount to be
          calculated pursuant to Paragraph 2 (Other Rate Provisions) of this
          Agreement.

Mr. J. F. Marcogliese
July 30, 1993
Page 3

          If for any reason, AAPL does not post a tariff rate for OCS deliveries
          to West Texas, the aggregate of tariff charges to transport OCS oil
          from California coast to West Texas shall not exceed the tariff rate
          permitted by this Section.

     F.   Pentland and Emidio to Twelve Gauge or Cadiz: If transportation of San
          Joaquin Valley oil ("SJV") is requested and AAPL and connecting
          carriers have facilities reasonably available to accommodate handling
          and transportation, AAPL shall file a tariff rate for transportation
          of SJV received by AAPL at Pentland or Emidio and delivered to Twelve
          Gauge or Cadiz.

          The tariff for SJV received at Pentland shall be the sum of $0.39/bbl
          to Twelve Gauge or $0.48/bbl to Cadiz (based on power, heating and
          other operating costs to transport an SJV blend with characteristics
          substantially similar to current OCS receipts) and

          (i) incremental costs for heating and pumping an SJV blend of higher
          viscosity than OCS;

          (ii) capital recovery, a just and reasonable rate of return and
          associated taxes on all new investments for insulated tankage, pumps,
          manifolding, valves and all other equipment and fixtures necessary to
          transport SJV oil, and,

          (iii) incremental administrative and overhead expenses associated with
          administering and operating new assets for transportation of an SJV
          oil segregation.

          The tariff for SJV received at Emidio shall be the sum of $0.32/bbl to
          Twelve Gauge or $0.41/bbl to Cadiz (based on power, heating and other
          operating costs to transport an SJV blend with characteristics
          substantially similar to current OCS receipts) and

Mr. J. F. Marcogliese
July 30, 1993
Page 4

          (i) incremental costs for heating and pumping an SJV blend of higher
          viscosity than OCS;

          (ii) capital recovery, a just and reasonable rate of return and
          associated taxes on all new investments for insulated tankage, pumps,
          manifolding, valves and all other equipment and fixtures necessary to
          transport SJV oil, and,

          (iii) incremental administrative and overhead expenses associated with
          administering and operating new assets for transportation of an SJV
          oil segregation.

          These tariffs are based on commencement of transportation of SJV oil
          from Pentland or Emidio to Twelve Gauge or Cadiz prior to January 01,
          1996.  If EXXON desires to transport SJV oil from Pentland to Twelve
          Gauge or Cadiz on or after January 01, 1996, the tariff rate shall be
          increased annually beginning January 01, 1996 by an amount to be
          calculated pursuant to Paragraph 2 (Other Rate Provisions) of this
          Agreement.

2.   Other Rate Provisions

     A. Annual increases: Annual increases in pipeline operating costs,
     including fuel and power, labor, materials and operating supplies shall be
     determined using the composite indices shown below:

                %             Component
               ---            ---------

               45        Electric Power (1)
               30        Employment (2)
               15        Natural Gas (to Pipelines) (3)
                5        Steel Mill Products (4)
                5        Fluid Power Equipment (5)
              ---                                
              100

Mr. J. F. Marcogliese
July 30, 1993
Page 5

          (1) Contained within the Producers Price Index - Code 0543
          (2) Employment Cost Index, Total Compensation for Private Industry
              Workers, Western U.S.
          (3) Contained within the Producers Price Index - Code 0531
          (4) Contained within the Producers Price Index - Code 1017
          (5) contained within the Producers Price Index - Code 1143

          AAPL shall be entitled to increase its tariffs at the dates set out in
          Paragraph 1 by the annualized percentage increase in the composite
          indices for the twelve (12) month period ending on the thirty-first
          (31st) of October of the preceding year.

     B.   Alternative Indexes: If any of the indices are no longer published,
          then tariff increases shall be based on percentage changes in the GDP
          Implicit Price Index unless another index is mutually agreed upon by
          the parties and this Letter Agreement shall be amended accordingly.

     C.   Tariff Adjustments: In no event shall tariff rates decrease due to a
          decrease in the composite indices or other index used to calculate the
          annual tariff escalator.  If, for any reason during the term of this
          Agreement, a tariff rate is not escalated on any January 01 escalation
          date, AAPL may increase the rate at any time during the calendar year
          after January 01, but only by the escalation that would have been
          permitted on January 01 of that year.  If, for any reason AAPL fails
          to escalate its tariff on any January 01 escalation date and fails to
          implement such increase during the calendar year, AAPL shall be
          entitled to increase its tariff on the next January 01 escalation date
          but only by an amount equal to the cumulative increase in the
          composite since the last implemented tariff escalation.

Mr. J. F. Marcogliese
July 30, 1993
Page 6

3.   Term:

     If accepted in accordance with the terms of this Letter Agreement, the
     tariff rate structure shall continue in effect until August 15, 2007, and
     year-to-year thereafter, unless terminated on one (1) years' prior written
     notice to shippers or carrier.  The first date at which this Agreement can
     terminate is August 15, 2007.

4.   Shipper Commitment

     Beginning on January 01, 1996, EXXON agreed to transport or cause to be
     transported all production that is currently or may in the future be
     produced by EXXON and processed through EXXON's Santa Ynez consolidated
     facility through the AAPL system to destinations east of Gaviota,
     California.  EXXON shall provide its pro rata share of crude oil, as
     determined by carrier, required for operation of the pipeline to the
     delivery points to which EXXON elects to transport oil.

     If new pipeline capacity to Los Angeles referred to below is not available
     by January 01, 1996, but construction is supported by unconditional T&D
     Agreements or is otherwise being diligently pursued and if EXXON and GIMT
     receive all required regulatory approvals to tanker until such new pipeline
     capacity is completed, then the date upon which all EXXON production must
     be transported on the AAPL system shall commence upon the earlier of
     January 01, 1997 or such time as new pipeline capacity is available.
     Provided however, from January 01, 1996 until the earlier of January 01,
     1997 or the cessation of tankering, EXXON shall have the obligation to ship
     75% (seventy-five percent) of its production on the AAPL system.
     Compliance with this obligation shall be determined based on a quarterly
     average.  For the purpose of this Paragraph, new pipeline capacity shall
     refer to the construction of Cajon Pipeline from AAPL's Twelve Gauge
     Station to Los Angeles or the reversal of FCPL's Line 90 to accommodate
     neat OCS 

Mr. J. F. Marcogliese
July 30, 1993
Page 7

     transportation to Los Angeles or the expansion of Line 63 capacity
     to transport blended OCS oil if the expansion of Line 63 is the only new
     pipeline capacity being pursued.

     Except as noted above, EXXON will be required to use AAPL to transport all
     EXXON production throughout the term of this Agreement unless a force
     majeure or other circumstances beyond the reasonable control of the parties
     make AAPL unavailable or incapable of transporting all EXXON OCS
     production.

5.   AAPL Commitment

     This Letter Agreement represents a commitment by AAPL only to its proposed
     tariff structure.  EXXON recognize that AAPL has not undertaken facility
     modifications to accommodate crude oil deliveries at either its Twelve
     Gauge Stations or its Cadiz Station. If shippers commit to support the
     expansion of FCPL's Line 63, the construction of the Cajon Pipeline  or the
     reversal of Line 90,  AAPL will make good faith efforts to arrange and
     complete mutually agreeable connections; such connections shall be made in
     substantial conformity with AAPL's Connection Policy, as may be modified by
     the Connection Agreement executed with the connecting carrier.

6.   No Liability

     This Agreement does not give rise to any cause of action against AAPL based
     upon delay, postponement or inability to secure permits or approvals from
     regulatory agencies or for inability or failure to complete and install
     station modifications necessary to transport OCS crude oil and EXXON
     expressly releases AAPL from any and all liability in connection with or
     arising out of any such delay, postponement, inability or failure.  AAPL
     shall pursue all necessary permits and approvals with due diligence.

Mr. J. F. Marcogliese
July 30, 1993
Page 8

7.   Expiration of Offer

     AAPL will hold this tariff rate offer open until the close of business on
     August 15, 1993. If this Letter Agreement is not executed in counterpart by
     EXXON and  returned to AAPL by the expiration date, this offer shall be
     void and of no further effect.

     Neither this offer nor termination of the offer shall be used against AAPL
     in any regulatory or judicial proceeding.

8.   F.E.R.C. Approval

     This Agreement is subject to all applicable rules and regulations of the
     F.E.R.C. or other jurisdictional authorities.  EXXON and AAPL recognize
     that the F.E.R.C. is currently considering modifications to its ratemaking
     procedures.  In the event that AAPL's proposed rate structure is deemed
     unacceptable by any rules, regulations or orders of the F.E.R.C. or other
     jurisdictional authority, EXXON and AAPL shall use their best efforts to
     structure a rate agreement consistent with F.E.R.C. rules and regulations
     that results in equivalent rates and revenues to AAPL.  Notwithstanding
     Paragraph 9, EXXON further agree that they shall not protest, file a
     complaint or otherwise contest in any federal or state judicial or
     administrative proceeding the reasonableness of the rates and charges
     contained in this Agreement.

9.   Tariff Rules and Regulations

     All crude oil tendered for transportation shall be subject to the terms and
     conditions of AAPL's published tariffs, as may be amended, altered or
     modified from time to time by AAPL, in its sole discretion.  Such
     amendments shall not change the rate structure contained in this Agreement.
     EXXON reserve the right to contest any future terms and conditions deemed
     by EXXON to be unduly preferential, unjustly discriminatory or otherwise in
     violation of AAPL's common carrier obligations.

Mr. J. F. Marcogliese
July 30, 1993
Page 9

     The tariff rates contained in this offer establish charges for only
     transportation services specifically set out herein.  These rates shall in
     no way be used to determine the reasonableness of any other charge or rate
     that is currently published by AAPL or that may be published in the future.
     AAPL, in its sole discretion, may publish, amended or establish new rates
     or charges for other services not specifically set out in this Agreement.

10.  Contract Rates

     The tariff rates set out in this Letter Agreement shall be published as
     contract rates for California receipt points on the existing AAPL system.
     The contract shall contain terms and conditions substantially similar to
     those contained in this Agreement.  Should the published rates for non-
     contract transportation or should other contract or non-contract rates for
     similar transportation services offered by AAPL for transportation of OCS
     between the locations set out herein or SJV oil between the locations set
     out in 1.F. be less than the contract rates set out herein, EXXON shall be
     entitled to ship under the lowest tariff rate notwithstanding any other
     provision of this Agreement.  All OCS oil originating at Gaviota or Las
     Flores and all SJV oil originating at Pentland or Emidio tendered for
     transportation by EXXON for delivery to destinations specified in this
     Agreement shall be transported at AAPL's contract rates described in this
     Agreement.

11.  Assignment.

     This Agreement shall not be assigned by either party without the prior
     written consent of the other, which consent shall not be unreasonably
     withheld.  Notwithstanding the foregoing, either party may assign this
     Agreement if such assignment is the result of merger, acquisition or sale
     of substantially all of its assets.

Mr. J. F. Marcogliese
July 30, 1993
Page 10

If the foregoing is agreeable, please arrange for the undersigned EXXON to
execute this Letter Agreement in counterpart and return to AAPL by August 15,
1993.  This Letter Agreement shall not be binding unless executed by the parties
in accordance with the terms of this Agreement.

Sincerely,
ALL AMERICAN PIPELINE COMPANY

BY: /s/ George R. Hargreaves
    ---------------------------------------
    George R. Hargreaves
    President and Chief Executive Officer

Agreed to and Accepted by:

EXXON COMPANY, U.S.A.

BY:   /s/ James F. Marcogliese
    ---------------------------------------
    Name

             8/13/953
    ---------------------------------------
    Date

ALL AMERICAN
    PIPELINE COMPANY

George R. Hargreaves
President and Chief Executive Officer

August 2, 1993

Mr. J. E. Shamas
President
Texaco Trading and
  Transportation Inc.
1670 Broadway
Denver, Colorado 80202

Dear Jim:

In an effort to provide firm assurances of All American Pipeline Company
("AAPL") proposed tariff rates, you have requested that AAPL set out the tariff
structure for the transportation of Point Arguello (PAPCO) OCS oil production in
a Letter Agreement.  After acceptance by PAPCO producers, this offer can be
formalized, as appropriate, by definitive agreements.  In this regard, AAPL
offers the following:

1.   Tariff Rates

     The contract rates for transportation of OCS oil originating at Gaviota and
     Las Flores to each of the following locations shall be:
 
     A.   Sisquoc: At the time the Pentland tariff rate is modified, AAPL will
          post a tariff rate of $1.20/bbl to Sisquoc.  On January 01, 1994, and
          annually thereafter, the Sisquoc tariff rate shall be permitted to
          increase by an amount to be calculated pursuant to Paragraph 2 (Other
          Rate Provisions) of this Agreement.

     333 Clay Street . Suite 2700 . Houston, Texas 77002 . (713) 750-4551

Mr. J. E. Shamas
August 2, 1993
Page 2

     B.   Pentland: AAPL at any time, in its sole discretion, may increase the
          tariff to Pentland to $1.30/bbl.  On January 01, 1994, and annually
          thereafter, the Pentland tariff rate shall be permitted to increase by
          an amount to be calculated pursuant to Paragraph 2 (Other Rate
          Provisions) of this Agreement.

     C.  Twelve Gauge: If the proposed Cajon Pipeline system ("Cajon") commences
          operations prior to January 01, 1996, thirty days prior to the
          commencement of operations on Cajon, AAPL shall post a tariff rate of
          $1.42/bbl to its Twelve Gauge Station.  On or after January 01, 1996
          the tariff rate shall be the sum of $1.42/bbl and any escalations
          effective on or after January 01, 1996 as calculated pursuant to
          Paragraph 2 (Other Rate Provisions) of this Agreement.

     D.   Cadiz: If Four Corners Pipe Line places Line 90 into OCS service to
          Los Angeles prior to January 01, 1996, thirty (30) days prior to the
          commencement of operations, AAPL shall post a tariff rate for
          transportation to Cadiz of $1.50/bbl. On or after January 01, 1996 the
          tariff rate shall be the sum of $1.50/bbl and any escalations
          effective on or after January 01, 1996 as calculated pursuant to
          Paragraph 2 (Other Rate Provisions) of this Agreement.

     E.   West Texas: AAPL may, at any time, in its sole discretion, file an OCS
          tariff rate from the California coast to West Texas not to exceed
          $2.75/bbl. On January 01, 1995, and annually thereafter, the maximum
          tariff rate to West Texas may be increased by an amount to be
          calculated pursuant to Paragraph 2 (Other Rate Provisions) of this
          Agreement.

Mr. J. E. Shamas
August 2, 1993
Page 3

     F.   Pentland and Emidio to Twelve Gauge or Cadiz: If transportation of San
          Joaquin Valley oil ("SJV") is requested and AAPL and connecting
          carriers have facilities reasonably available to accommodate handling
          and transportation, AAPL shall file a tariff rate for transportation
          of SJV received by AAPL at Pentland or Emidio and delivered to Twelve
          Gauge or Cadiz.

          The tariff for SJV received at Pentland shall be the sum of $0.30/bbl
          to Twelve Gauge or $0.48/bbl to Cadiz (based on power, heating and
          other operating costs to transport an SJV blend with characteristics
          substantially similar to current OCS receipts) and

          (i) incremental costs for heating and pumping an SJV blend of higher
          viscosity than OCS;

          (ii) capital recovery, a just and reasonable rate of return and
          associated taxes on all new investments for insulated tankage, pumps,
          manifolding, valves and all other equipment and fixtures necessary to
          transport SJV oil, and,

          (iii) incremental administrative and overhead expenses associated with
          administering and operating new assets for transportation of an SJV
          oil segregation.

          The tariff for SJV received at Emidio shall be the sum of $0.32/bbl to
          Twelve Gauge or $0.41/bbl to Cadiz (based on power, heating and other
          operating costs to transport an SJV blend with characteristics
          substantially similar to current OCS receipts) and

          (i) incremental costs for heating and pumping an SJV blend of higher
          viscosity than OCS;

Mr. J. E. Shamas
August 2, 1993
Page 4

          (ii) capital recovery, a just and reasonable rate of return and
          associated taxes on all new investments for insulated tankage, pumps,
          manifolding, valves and all other equipment and fixtures necessary to
          transport SJV oil, and,

          (iii) incremental administrative and overhead expenses associated with
          administering and operating new assets for transportation of an SJV
          oil segregation.

          These tariffs are based on commencement of transportation of SJV oil
          from Pentland or Emidio to Twelve Gauge or Cadiz prior to January 01,
          1996.  If PAPCO producers desire to transport SJV oil from Pentland to
          Twelve Gauge or Cadiz on or after January 01, 1996, the tariff rate
          shall be increased annually beginning January 01, 1996 by an amount to
          be calculated pursuant to Paragraph 2 (Other Rate Provisions) of this
          Agreement.

2.   Other Rate Provisions

     A. Annual increases: Annual increases in pipeline operating costs,
     including fuel and power, labor, materials and operating supplies shall be
     determined using the composite indices shown below:
 
                %             Component
                -             ---------

               45        Electric Power (1)
               30        Employment (2)
               15        Natural Gas (to Pipelines) (3)
                5        Steel Mill Products (4)
                5        Fluid Power Equipment (5)
               --                                
              100

Mr. J. E. Shamas
August 2, 1993
Page 5

          (1) Contained within the Producers Price Index - Code 0543
          (2) Employment Cost Index, Total Compensation for Private Industry
              Workers, Western U.S.
          (3) Contained within the Producers Price Index - Code 0531
          (4) Contained within the Producers Price Index - Code 1017
          (5) contained within the Producers Price Index - Code 1143

          AAPL shall be entitled to increase its tariffs at the dates set out in
          Paragraph 1 by the annualized percentage increase in the composite
          indices for the twelve (12) month period ending on the thirty-first
          (31st) of October of the preceding year.

     C.   Alternative Indexes: If any of the indices are no longer published,
          then tariff increases shall be based on percentage changes in the GDP
          Implicit Price Index unless another index is mutually agreed upon by
          the parties and this Letter Agreement shall be amended accordingly.

     D.   Tariff Adjustments: In no event shall tariff rates decrease due to a
          decrease in the composite indices or other index used to calculate the
          annual tariff escalator.  If, for any reason during the term of this
          Agreement, a tariff rate is not escalated on any January 01 escalation
          date, AAPL may increase the rate at any time during the calendar year
          after January 01, but only by the escalation that would have been
          permitted on January 01 of that year.  If, for any reason AAPL fails
          to escalate its tariff on any January 01 escalation date and fails to
          implement such increase during the calendar year, AAPL shall be
          entitled to increase its tariff on the next January 01 escalation date
          but only by an amount equal to the cumulative increase in the
          composite since the last implemented tariff escalation.

3.   Term:

 
Mr. J. E. Shamas
August 2, 1993
Page 6

     If accepted in accordance with the terms of this Letter Agreement, the
     tariff rate structure shall continue in effect until August 15, 2007, and
     year-to-year thereafter, unless terminated on one (1) years' prior written
     notice to shippers or carrier.  The first date at which this Agreement can
     terminate is August 15, 2007.

4.   Shipper Commitment

     Beginning on January 01, 1996, the undersigned PAPCO producers (hereinafter
     "PAPCO producers") agree to transport or cause to be transported all
     production that is currently or may in the future be produced by the PAPCO
     producers and processed through the PAPCO oil processing plant at Gaviota
     ("PAPCO production") through the AAPL system to destinations east of
     Gaviota, California.  Each shipper shall provide its pro rata share of
     crude oil, as determined by carrier, required for operation of the pipeline
     to the delivery points to which shippers elect to transport oil.

     If new pipeline capacity to Los Angeles referred to below is not available
     by January 01, 1996, but construction is being diligently pursued or
     supported by unconditional T&D Agreements, and if PAPCO producers and GIMT
     receive all required regulatory approvals to tanker until such new pipeline
     capacity is completed, then the date upon which all PAPCO production must
     be transported on the AAPL system shall commence upon the earlier of
     January 01, 1997 or such time as new pipeline capacity is available.
     Provided however, from January 01, 1996 until the earlier of January 01,
     1997 or the cessation of tankering, PAPCO shall have the obligation to ship
     75% (seventy-five percent) of its production on the AAPL system.
     Compliance with this obligation shall be determined based on a quarterly
     average.  For the purpose of this Paragraph, new pipeline capacity shall
     refer to the construction of Cajon Pipeline from AAPL's Twelve Gauge
     Station to 

 
Mr. J. E. Shamas
August 2, 1993
Page 7

     Los Angeles or the reversal of FCPL's Line 90 to accommodate neat OCS
     transportation to Los Angeles.

     Except as noted above, the PAPCO producers will be required to use AAPL to
     transport all PAPCO production throughout the term of this Agreement unless
     a force majeure or other circumstances beyond the reasonable control of the
     parties make AAPL unavailable or incapable of transporting all PAPCO OCS
     production.

5.   AAPL Commitment

     This Letter Agreement represents a commitment by AAPL only to its proposed
     tariff structure.  The PAPCO producers recognize that AAPL has not
     undertaken facility modifications to accommodate crude oil deliveries at
     either its Twelve Gauge Stations or its Cadiz Station.  If shippers commit
     to support the construction of either the Cajon Pipeline alternative or the
     reversal of Line 90,  AAPL will make good faith efforts to arrange and
     complete mutually agreeable connections; such connections shall be made in
     substantial conformity with AAPL's Connection Policy, as may be modified by
     the Connection Agreement executed with the connecting carrier.

6.   No Liability

     This Agreement does not give rise to any cause of action against AAPL based
     upon delay, postponement or inability to secure permits or approvals from
     regulatory agencies or for inability or failure to complete and install
     station modifications necessary to transport OCS crude oil and the PAPCO
     producers expressly release AAPL from any and all liability in connection
     with or arising out of any such delay, postponement, inability or failure.
     AAPL shall pursue all necessary permits and approvals with due diligence.

Mr. J. E. Shamas
August 2, 1993
Page 8

7.   Expiration of Offer

     AAPL will hold this tariff rate offer open until the close of business on
     August 15, 1993. If this Letter Agreement is not executed in counterpart by
     the undersigned PAPCO producers representing two-thirds of PAPCO production
     and returned to AAPL by the expiration date, this offer shall be void and
     of no further effect.

     The executing PAPCO producers shall be entitled to ship at contract rates
     up to their full percentage of total PAPCO production.  All oil tendered
     for transportation by a contracting PAPCO party in excess of such parties'
     full percentage of production shall also be transported at AAPL's contract
     rate.

     Neither this offer nor termination of the offer shall be used against AAPL
     in any regulatory or judicial proceeding.

8.   F.E.R.C. Approval

     This Agreement is subject to all applicable rules and regulations of the
     F.E.R.C. or other jurisdictional authorities.  The PAPCO producers and AAPL
     recognize that the F.E.R.C. is currently considering modifications to its
     ratemaking procedures.  In the event that AAPL's proposed rate structure is
     deemed unacceptable by any rules, regulations or orders of the F.E.R.C. or
     other jurisdictional authority, the PAPCO producers and AAPL shall use
     their best efforts to structure a rate agreement consistent with F.E.R.C.
     rules and regulations that results in equivalent rates and revenues to
     AAPL.  Notwithstanding Paragraph 9, the PAPCO producers further agree that
     they shall not protest, file a complaint or otherwise contest in any
     federal or state judicial or administrative proceeding the reasonableness
     of the rates and charges contained in this Agreement.

Mr. J. E. Shamas
August 2, 1993
Page 9

9.   Tariff Rules and Regulations

     All crude oil tendered for transportation shall be subject to the terms and
     conditions of AAPL's published tariffs, as may be amended, altered or
     modified from time to time by AAPL, in its sole discretion.  Such
     amendments shall not change the rate structure contained in this Agreement.
     The PAPCO producers reserve the right to contest any future terms and
     conditions deemed by the PAPCO producers to be unduly preferential,
     unjustly discriminatory or otherwise in violation of AAPL's common carrier
     obligations.

     The tariff rates contained in this offer establish charges for only
     transportation services specifically set out herein.  These rates shall in
     no way be used to determine the reasonableness of any other charge or rate
     that is currently published by AAPL or that may be published in the future.
     AAPL, in its sole discretion, may publish, amended or establish new rates
     or charges for other services not specifically set out in this Agreement.

10.  Contract Rates

     The tariff rates set out in this Letter Agreement shall be published as
     contract rates for California receipt points on the existing AAPL system.
     The contract shall contain terms and conditions substantially similar to
     those contained in this Agreement.  Should the published rates for non-
     contract transportation or should other contract or non-contract rates for
     similar transportation services offered by AAPL be less than the contract
     rates set out herein, PAPCO shall be entitled to ship under the lowest
     tariff rate.

Mr. J. E. Shamas
August 2, 1993
Page 10

If the foregoing is agreeable, please arrange for the undersigned PAPCO
producers to execute this Letter Agreement in counterpart and return to AAPL by
August 15, 1993.  This Letter Agreement shall not be binding unless executed by
the parties in accordance with the terms of this Agreement.

Sincerely,
ALL AMERICAN PIPELINE COMPANY

BY: /s/ George R. Hargreaves
   ---------------------------------------
     George R. Hargreaves
     President and Chief Executive Officer

Agreed to and Accepted by:

TEXACO TRADING AND                              CHEVRON
TRANSPORTATION INC.

BY: /s/ William J. Finnerty                     BY: /s/ C. L. Blackwell, Jr.
   ------------------------------                   ------------------------
   Name: William J. Finnerty                        Name: C. L. Blackwell, Jr.

      8/13/93                                          8-13-93
   ------------------------------                   ------------------------
   Date                                             Date

SUN OPERATING LIMITED PARTNERSHIP
BY ORYX ENERGY COMPANY
ITS MANAGING GENERAL PARTNER
 
BY:   /s/ William F. Whitsitt
   ------------------------------------------------------
   Name William F. Whitsitt
   Title: Vice President, Marketing & Public Affairs

   September 3, 1993
   -----------------------------------------------
   Date

                                                                   EXHIBIT 23.1
 
                      CONSENT OF INDEPENDENT ACCOUNTANTS
 
  We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of Plains All American Pipeline, L.P. of
our reports dated September 14, 1998, September 18, 1998, and September 16,
1998 relating to the balance sheet of Plains All American Inc., the balance
sheet of Plains All American Pipeline, L.P., and the combined financial
statements of Plains Resources Inc. Midstream Subsidiaries, respectively,
which appear in such Prospectus. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
 
/s/ PricewaterhouseCoopers LLP
 
Houston, Texas
September 22, 1998

                                                                   EXHIBIT 23.2
 
                      CONSENT OF INDEPENDENT ACCOUNTANTS
 
  We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of Plains All American Pipeline, L.P. of
our report dated July 27, 1998 relating to the consolidated financial
statements of Wingfoot Ventures Seven, Inc., which appears in such Prospectus.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.

/s/ PricewaterhouseCoopers LLP
 
San Francisco, California
September 22, 1998