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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                               -----------------

                                   FORM 10-Q

         [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 2002

                                      OR

         [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        Commission file number: 1-14569

                               -----------------

                      PLAINS ALL AMERICAN PIPELINE, L.P.
            (Exact name of registrant as specified in its charter)

                     Delaware                  76-0582150
                  (State or other           (I.R.S. Employer
                  jurisdiction of          Identification No.)
                 incorporation or
                   organization)

                          333 Clay Street, Suite 1600
                             Houston, Texas 77002
                   (Address of principal executive offices)
                                  (Zip Code)

                                (713) 646-4100
             (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  [X]  No  [_]

At August 5, 2002, there were outstanding 31,915,939 Common Units, 1,307,190
Class B Common Units and 10,029,619 Subordinated Units.

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              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

                               TABLE OF CONTENTS

                                                                                 Page
                                                                                 ----
                                                                              
PART I. FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets:
   June 30, 2002, and December 31, 2001.........................................   3
Consolidated Statements of Operations:
   For the three and six months ended June 30, 2002 and 2001....................   4
Consolidated Statements of Cash Flows:
   For the six months ended June 30, 2002 and 2001..............................   5
Consolidated Statement of Partners' Capital:
   For the six months ended June 30, 2002.......................................   6
Consolidated Statements of Comprehensive Income and Changes in Accumulated Other
  Comprehensive Income:
   For the three and six months ended June 30, 2002 and 2001....................   7
Notes to Consolidated Financial Statements......................................   8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS.................................................................  16
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.....................  27
PART II. OTHER INFORMATION......................................................  29

                                      2

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                       (in thousands, except unit data)

                                                                           June 30,   December 31,
                                                                             2002         2001
                                                                          ----------- ------------
                                                                          (unaudited)
                                                                                
                                 ASSETS
CURRENT ASSETS
   Cash and cash equivalents............................................. $    5,792   $    3,511
   Accounts receivable and other current assets..........................    514,034      365,697
   Inventory.............................................................     67,289      188,874
                                                                          ----------   ----------
       Total current assets..............................................    587,115      558,082
                                                                          ----------   ----------
PROPERTY AND EQUIPMENT...................................................    685,636      653,050
   Less allowance for depreciation and amortization......................    (60,320)     (48,131)
                                                                          ----------   ----------
                                                                             625,316      604,919
                                                                          ----------   ----------
OTHER ASSETS
   Pipeline linefill.....................................................     58,242       57,367
   Other, net............................................................     67,331       40,883
                                                                          ----------   ----------
                                                                             125,573       98,250
                                                                          ----------   ----------
                                                                          $1,338,004   $1,261,251
                                                                          ==========   ==========
                         LIABILITIES AND PARTNERS' CAPITAL
CURRENT LIABILITIES
   Accounts payable and other current liabilities........................ $  476,675   $  386,993
   Due to affiliates.....................................................     19,170       13,685
   Short-term debt.......................................................     57,847      104,482
                                                                          ----------   ----------
       Total current liabilities.........................................    553,692      505,160
LONG-TERM LIABILITIES
   Bank debt.............................................................    381,591      351,677
   Other long-term liabilities...........................................      4,785        1,617
                                                                          ----------   ----------
       Total liabilities.................................................    940,068      858,454
                                                                          ----------   ----------
COMMITMENTS AND CONTINGENCIES (Note 8)
PARTNERS' CAPITAL
   Common unitholders (31,915,939 units outstanding at each date)........    405,031      408,562
   Class B common unitholders (1,307,190 units outstanding at each date).     19,389       19,534
   Subordinated unitholders (10,029,619 units outstanding at each date)..    (40,005)     (38,891)
   General partner.......................................................     13,521       13,592
                                                                          ----------   ----------
       Total partners' capital...........................................    397,936      402,797
                                                                          ----------   ----------
                                                                          $1,338,004   $1,261,251
                                                                          ==========   ==========

                See notes to consolidated financial statements.

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              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                     (in thousands, except per unit data)

                                                    Three Months Ended       Six Months Ended
                                                         June 30,                June 30,
                                                  ----------------------  ----------------------
                                                     2002        2001        2002        2001
                                                  ----------  ----------  ----------  ----------
                                                                    (unaudited)
                                                                          
REVENUES......................................... $1,985,347  $1,586,617  $3,530,670  $3,106,741
COST OF SALES AND OPERATIONS.....................  1,943,640   1,550,230   3,450,575   3,037,624
                                                  ----------  ----------  ----------  ----------
   Gross Margin..................................     41,707      36,387      80,095      69,117
                                                  ----------  ----------  ----------  ----------
EXPENSES
   General and administrative....................     11,119      15,041      21,877      24,030
   Depreciation and amortization.................      7,177       6,503      14,144      11,173
                                                  ----------  ----------  ----------  ----------
       Total expenses............................     18,296      21,544      36,021      35,203
                                                  ----------  ----------  ----------  ----------
OPERATING INCOME.................................     23,411      14,843      44,074      33,914
   Interest expense..............................     (6,354)     (8,101)    (12,807)    (14,707)
   Interest and other income (expense)...........       (106)        325         (35)        367
                                                  ----------  ----------  ----------  ----------
   Income before cumulative effect of accounting
     change......................................     16,951       7,067      31,232      19,574
   Cumulative effect of accounting change........         --          --          --         508
                                                  ----------  ----------  ----------  ----------
NET INCOME....................................... $   16,951  $    7,067  $   31,232  $   20,082
                                                  ==========  ==========  ==========  ==========
NET INCOME--LIMITED PARTNERS..................... $   15,902  $    6,794  $   29,356  $   19,483
                                                  ==========  ==========  ==========  ==========
NET INCOME--GENERAL PARTNER...................... $    1,049  $      273  $    1,876  $      599
                                                  ==========  ==========  ==========  ==========
BASIC AND DILUTED NET INCOME PER
  LIMITED PARTNER UNIT
   Income before cumulative effect of accounting
     change...................................... $     0.37  $     0.19  $     0.68  $     0.54
   Cumulative effect of accounting change........         --          --          --        0.02
                                                  ----------  ----------  ----------  ----------
       Net income................................ $     0.37  $     0.19  $     0.68  $     0.56
                                                  ==========  ==========  ==========  ==========
WEIGHTED AVERAGE UNITS OUTSTANDING...............     43,253      35,685      43,253      35,039
                                                  ==========  ==========  ==========  ==========

                See notes to consolidated financial statements.

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              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                (in thousands)

                                                                                  Six Months Ended June 30,
                                                                                  ------------------------
                                                                                     2002         2001
                                                                                  ---------   -----------
                                                                                        (unaudited)
                                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES
Net income....................................................................... $  31,232   $    20,082
Adjustments to reconcile net income to net cash provided by (used in) operating
  activities:
   Depreciation and amortization.................................................    14,144        11,173
   Cumulative effect of accounting change........................................        --          (508)
   Change in derivative fair value...............................................     1,718           (62)
   Noncash compensation expense..................................................        --         5,741
Change in assets and liabilities, net of assets acquired and liabilities assumed:
   Accounts receivable and other.................................................  (139,534)      (84,763)
   Inventory.....................................................................   122,599       (77,119)
   Accounts payable and other current liabilities................................    82,214        81,424
   Due to affiliates.............................................................     5,485        (2,947)
                                                                                  ---------   -----------
       Net cash provided by (used in) operating activities.......................   117,858       (46,979)
                                                                                  ---------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment..............................................   (20,847)       (9,412)
Proceeds from sales of assets....................................................       987         1,077
Cash paid in connection with acquisitions........................................   (30,279)     (160,584)
                                                                                  ---------   -----------
       Net cash used in investing activities.....................................   (50,139)     (168,919)
                                                                                  ---------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt.....................................................   548,749     1,114,780
Proceeds from short-term debt....................................................   248,247       193,150
Principal payments of long-term debt.............................................  (512,989)   (1,061,200)
Principal payments of short-term debt............................................  (301,882)      (98,345)
Costs incurred in connection with financing arrangements.........................      (654)       (7,972)
Proceeds from issuance of units..................................................        --       106,209
Distributions to unitholders and general partners................................   (47,041)      (33,096)
                                                                                  ---------   -----------
       Net cash provided by (used in) financing activities.......................   (65,570)      213,526
                                                                                  ---------   -----------

Effect of translation adjustment on cash.........................................       132            --

Net increase (decrease) in cash and cash equivalents.............................     2,281        (2,372)
Cash and cash equivalents, beginning of period...................................     3,511         3,426
                                                                                  ---------   -----------
Cash and cash equivalents, end of period......................................... $   5,792   $     1,054
                                                                                  ---------   -----------

                See notes to consolidated financial statements.

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              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL

                                (in thousands)

                                                 Class B
                               Common Units    Common Units  Subordinated Units General    Total
                             ---------------  -------------  -----------------  Partner  Partners'
                             Units   Amount   Units  Amount  Units    Amount    Amount    Amount
                             ------ --------  ----- -------  ------  --------   -------  ---------
                                                         (unaudited)
                                                                 
Balance at December 31, 2001 31,916 $408,562  1,307 $19,534  10,030  $(38,891)  $13,592  $402,797
Distributions...............     --  (33,113)    --  (1,356)     --   (10,406)   (2,166)  (47,041)
Other comprehensive income..     --    7,594     --     311      --     2,385       658    10,948
Net income..................     --   21,664     --     887      --     6,805     1,876    31,232
                             ------ --------  ----- -------  ------  --------   -------  --------
Balance at June 30, 2002.... 31,916 $404,707  1,307 $19,376  10,030  $(40,107)  $13,960  $397,936
                             ====== ========  ===== =======  ======  ========   =======  ========

                See notes to consolidated financial statements.

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              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

              CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME AND
               CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

                                (in thousands)

                      Statements of Comprehensive Income

                                     Three Months Ended Six Months Ended
                                         June 30,           June 30,
                                     -----------------  ---------------
                                      2002      2001     2002     2001
                                     -------  -------   ------- -------
                                                (unaudited)
                                                    
          Net Income................ $16,951  $ 7,067   $31,232 $20,082
          Other comprehensive income  13,899   (3,183)   10,948  (5,838)
                                     -------  -------   ------- -------
          Total comprehensive income $30,850  $ 3,884   $42,180 $14,244
                                     =======  =======   ======= =======

              Statement of Accumulated Other Comprehensive Income

                                                                     Net
                                                                  deferred
                                                                   loss on    Currency
                                                                 derivative  translation
                                                                 instruments adjustments   Total
                                                                 ----------- ----------- --------
                                                                            (unaudited)
                                                                                
Beginning Balance at December 31, 2001..........................   $(4,740)    $(8,002)  $(12,742)
   Current year activity
       Reclassification adjustments for settled contracts.......       795          --        795
       Changes in fair value of outstanding hedge positions.....       121          --        121
       Currency translation adjustment..........................        --      10,032     10,032
                                                                   -------     -------   --------
   Total current year activity..................................       916      10,032     10,948
                                                                   -------     -------   --------
Ending Balance at June 30, 2002.................................   $(3,824)    $ 2,030   $ (1,794)
                                                                   =======     =======   ========

                See notes to consolidated financial statements.

                                      7

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

Note 1--Organization and Accounting Policies

   We are a Delaware limited partnership formed in September of 1998 to acquire
and operate the midstream crude oil business and assets of Plains Resources
Inc. and its wholly owned subsidiaries. On November 23, 1998, we completed our
initial public offering and the transactions whereby we became the successor to
the business of the midstream subsidiaries of Plains Resources. The terms
"Plains All American" and the "Partnership" herein refer to Plains All American
Pipeline, L.P. and its affiliated operating partnerships. Our operations are
conducted through Plains Marketing, L.P., All American Pipeline, L.P. and
Plains Marketing Canada, L.P. We are engaged in interstate and intrastate
transportation, marketing and terminalling of crude oil and liquefied petroleum
gas ("LPG"). Our operations are conducted primarily in Texas, California,
Oklahoma, Louisiana and the Canadian provinces of Alberta, Saskatchewan and
Manitoba.

   The accompanying financial statements and related notes present our
consolidated financial position as of June 30, 2002, and December 31, 2001, the
results of our operations for the three and six months ended June 30, 2002 and
2001, cash flows for the six months ended June 30, 2002 and 2001, changes in
partners' capital for the six months ended June 30, 2002, total other
comprehensive income for the three and six months ended June 30, 2002 and 2001,
and accumulated other comprehensive income for the six months ended June 30,
2002. The financial statements have been prepared in accordance with the
instructions to interim reporting as prescribed by the Securities and Exchange
Commission. All adjustments, consisting only of normal recurring adjustments,
that in the opinion of management were necessary for a fair statement of the
results for the interim periods, have been reflected. All significant
intercompany transactions have been eliminated. When necessary, certain
reclassifications are made to prior period amounts to conform to current period
presentation. The results of operations for the three and six months ended June
30, 2002, should not be taken as indicative of the results to be expected for
the full year. The interim financial statements should be read in conjunction
with our consolidated financial statements and notes thereto presented in our
2001 Annual Report on Form 10-K.

Note 2--Derivative Instruments and Hedging Activities

   We utilize various derivative instruments, for purposes other than trading,
to hedge our exposure to price fluctuations with respect to crude oil and
liquefied petroleum gas in storage and expected purchases, sales and
transportation of those commodities. The derivative instruments consist
primarily of futures and option contracts traded on the New York Mercantile
Exchange and over-the-counter transactions, including crude oil swap contracts
entered into with financial institutions and other counterparties. We also
utilize interest rate and foreign exchange swaps and collars to manage the
interest rate exposure on our long-term debt and foreign exchange exposure
arising from our Canadian operations. All of the interest rate and foreign
exchange instruments utilized are placed with large creditworthy financial
institutions.

   In accordance with Statement of Financial Accounting Standards ("SFAS") No.
133 "Accounting for Derivative Instruments and Hedging Activities," gains and
losses on derivative instruments are deferred to Other Comprehensive Income
("OCI") and are included in revenues in the period that the related volumes are
delivered. Gains and losses on hedging instruments, which do not qualify for
hedge accounting or which represent hedge ineffectiveness and changes in the
time value component of the fair value, are included in earnings in the current
period.

   The June 30, 2002, balance sheet includes a $3.8 million unrealized loss in
OCI and related assets and liabilities of $6.7 million ($5.8 million current)
and $11.5 million ($8.4 million current), respectively. Earnings for the six
months ended June 30, 2002, included a noncash loss of $1.7 million related to
the ineffective portion of our cash flow hedges, and certain derivative
contracts that did not qualify as hedges due to a low correlation between the
futures contract and hedged item (a $1.0 million noncash loss net of the
reversal of the prior period

                                      8

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

fair value adjustment related to contracts that settled during the current
period). Our hedge-related assets and liabilities are included in other current
and non-current assets and liabilities in the consolidated balance sheet.

   As of June 30, 2002, the total amount of deferred net losses on derivative
instruments recorded in OCI are expected to be reclassified to earnings during
2002, 2003 and 2004. Of the amounts deferred to OCI, a loss of $1.1 million
will be reclassified from OCI to earnings in the next twelve months.

   Interest rate swaps and collars are used to hedge underlying interest
obligations. These instruments hedge interest rates on specific debt issuances
and qualify for hedge accounting. The interest rate differential is reflected
as an adjustment to interest expense over the life of the instruments. At June
30, 2002, we had interest rate swap and collar arrangements for an aggregate
notional principal amount of $275.0 million. These instruments are based on
LIBOR rates. The collar provides for a floor of 6.1% and a ceiling of 8.0% with
an expiration date of August 19, 2002, for a $125.0 million notional principal
amount. The fixed rate swaps provide for a rate of 3.6% for a $100.0 million
notional principal amount expiring September 2003, and a rate of 4.3% for a
$50.0 million notional principal amount expiring March 2004.

   Because substantially all of our Canadian business is conducted in Canadian
dollars (CAD), we use certain financial instruments to minimize the risks of
changes in the exchange rate. These instruments include forward exchange
contracts, forward extra option contracts and cross currency swaps. At June 30,
2002, we had forward exchange contracts and forward extra option contracts that
allow us to exchange $3.0 million Canadian for at least $1.9 million U. S.
quarterly during 2002 and 2003 (based on a Canadian-U.S. dollar exchange rate
of 1.54). At June 30, 2002, we also had a cross currency swap contract for an
aggregate notional principal amount of $24.8 million, effectively converting
this amount of our $99.0 million senior secured term loan (25% of the total)
from U.S. dollars to $38.3 million of Canadian dollar debt (based on a
Canadian-U.S. dollar exchange rate of 1.55). The terms of this contract mirror
the term loan, matching the amortization schedule and final maturity in May
2006. Additionally, at June 30, 2002, $13.2 million of our long-term debt was
denominated in Canadian dollars ($20.0 million CAD based on a Canadian-U.S.
dollar exchange rate of 1.52).

   We formally document all relationships between hedging instruments and
hedged items, as well as our risk management objectives and strategy for
undertaking the hedge. Hedge effectiveness is measured on a quarterly basis.
This process includes specific identification of the hedging instrument and the
hedged transaction, the nature of the risk being hedged and how the hedging
instrument's effectiveness will be assessed. Both at the inception of the hedge
and on an ongoing basis, we assess whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in cash flows
of hedged items.

Note 3--Acquisitions

  Shell's West Texas Interests

   In May 2002, we entered into a definitive purchase and sale agreement to
purchase certain businesses from Shell Pipeline Company, including its
interests in the Basin Pipeline System, the Rancho Pipeline System and the
Permian Basin Gathering System, for approximately $315.0 million, excluding
financing and related transaction costs. At execution, we deposited $15.7
million into an escrow account. This transaction was consummated on August 1,
2002, using proceeds from our revolving credit facilities. Net of interest
earned on the deposit, approximately $9.1 million related to the settlement of
pre-existing accounts receivable and inventory balances and purchase price
adjustments as provided for in the amended purchase and sale agreement, the
final amount paid to Shell at closing totaled approximately $288.2 million
cash. Including approximately $9.6 million of estimated transaction and closing
costs, the total purchase price is approximately $322.7 million.

                                      9

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

  Coast/Lantern Acquisition

   In March 2002, we completed the acquisition of substantially all of the
domestic crude oil pipeline, gathering, and marketing assets of Coast Energy
Group and Lantern Petroleum, divisions of Cornerstone Propane Partners, L.P.,
for approximately $7.6 million in cash, including the deposit of $2.5 million
made in December 2001, net of liabilities assumed and including transaction
costs. The principal assets acquired, which are located in West Texas, include
several gathering lines, crude oil contracts and a small truck and trailer
fleet. This acquisition did not have a material effect on either our financial
position, results of operations or cash flows.

  Butte Acquisition

   In February 2002, we acquired an approximate 22% equity interest in Butte
Pipe Line Company from Murphy Ventures, a subsidiary of Murphy Oil Corporation.
The total cost of the acquisition, including various transaction and related
expenses, was approximately $8.0 million. Butte Pipe Line Company owns the
373-mile Butte Pipeline System that runs from Baker, Montana, to Guernsey,
Wyoming. The remaining 78% interest in the Butte Pipe Line Company is owned by
Equilon Pipeline Company LLC. This acquisition did not have a material effect
on either our financial position, results of operations or cash flows.

Note 4--Credit Agreements

   As amended, our credit facilities consist of a $350.0 million senior secured
letter of credit and hedged inventory facility (with current lender commitments
totaling $200.0 million), and a $779.0 million senior secured revolving credit
and term loan facility, each of which is secured by substantially all of our
assets. The revolving credit and term loan facility consists of a $450.0
million domestic revolving facility (with a $10.0 million letter of credit
sublimit), a $30.0 million Canadian revolving facility (with a $5.0 million
letter of credit sublimit), a $99.0 million term loan, and a $200.0 million
term B loan. The facilities have final maturities as follows:

  .   as to the $350.0 million senior secured letter of credit and hedged
      inventory facility, in April 2005;

  .   as to the aggregate $480.0 million domestic and Canadian revolver
      portions, in April 2005;

  .   as to the $99.0 million term loan, in May 2006; and

  .   as to the $200.0 million term B loan, in September 2007.

   In July 2002, we amended our credit facilities to enable us to consummate
the pending acquisition of certain businesses from Shell Pipeline Company and
to accommodate the increased activity level associated with the expanded asset
base, while preserving our ability to pursue additional acquisitions. The
amended facilities enable us to expand the size of the letter of credit and
hedged inventory facility from $200.0 million to $350.0 million without
additional approval from existing lenders. As amended, the financial covenants
require us to maintain:

  .   a current ratio (as defined) of at least 1.0 to 1.0;

  .   a debt coverage ratio which will not be greater than: (i) 5.0 to 1.0
      through and including March 30, 2003, and 4.0 to 1.0 thereafter; and (ii)
      5.25 to 1.0 on and after our issuing at least $150.0 million of unsecured
      debt and, in addition, our secured debt coverage ratio will not be
      greater than 4.0 to 1.0;

  .   an interest coverage ratio that is not less than 2.75 to 1.0; and

  .   a debt to capital ratio of not greater than 0.7 to 1.0 through March 30,
      2003, and .65 to 1.0 at any time thereafter.

   For covenant compliance purposes, letters of credit and borrowings under the
letter of credit and hedged inventory facility are excluded when calculating
the debt coverage ratio.

                                      10

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   The amended facility also permits us to issue up to $400 million of
unsecured debt having a maturity beyond the final maturity of the existing
credit facility. Upon the issuance of unsecured debt, the amount of the $450
million domestic revolving facility is reduced by an amount equal to the
following: i) 40% of the face amount of the unsecured debt issued if the face
amount is less than $350 million, less $50 million, or ii) 50% of the face
amount of the unsecured debt issued if the face amount is equal to or greater
than $350 million, less $50 million. In anticipation of a potential issuance of
senior unsecured notes during the third quarter, we entered into a sixty day
treasury lock on a $100 million principal amount with a base index rate of
4.37% and an all in basis at maturity of 4.47%.

Note 5--Distributions

   On July 23, 2002, we declared a cash distribution of $0.5375 per unit on our
outstanding common units, Class B common units and subordinated units. The
distribution is payable on August 14, 2002, to unitholders of record on August
5, 2002, for the period April 1, 2002, through June 30, 2002. The total
distribution to be paid is approximately $24.6 million, with approximately
$17.8 million to be paid to our common unitholders, $5.4 million to be paid to
our subordinated unitholders and $1.4 million to be paid to our general partner
for its general partner and incentive distribution interests. The distribution
is in excess of the minimum quarterly distribution specified in the Partnership
Agreement.

   On May 15, 2002, we paid a cash distribution of $0.525 per unit on our
outstanding common units, Class B common units and subordinated units. The
distribution was paid to unitholders of record on May 6, 2002, for the period
January 1, 2002, through March 31, 2002. The total distribution paid was
approximately $23.9 million, with approximately $17.4 million paid to our
common unitholders, $5.3 million paid to our subordinated unitholders and $1.2
million paid to our general partner for its general partner and incentive
distribution interests. The distribution was in excess of the minimum quarterly
distribution specified in the Partnership Agreement.

Note 6--Recent Disruptions in Industry Credit Markets

   As a result of business failures, revelations of material misrepresentations
and related financial restatements by several large, well-known companies in
various industries over the last nine months, there have been significant
disruptions and extreme volatility in the financial markets and credit markets.
Because of the credit intensive nature of the energy industry and troubling
disclosures by several large, diversified energy companies, the energy industry
has been especially impacted by these developments, with the rating agencies
downgrading a number of large, energy related companies. Accordingly, in this
environment we are exposed to an increased level of direct and indirect
counter-party credit and performance risk.

   The majority of our credit extensions and therefore our accounts receivable
relate to our gathering and marketing activities that can generally be
described as high volume and low margin activities, in many cases involving
complex exchanges of crude oil volumes. In transacting business with our
counter-parties, we must determine the amount, if any, of open credit lines to
extend to our counter-parties and the form and amount of financial performance
assurances we may require. The vast majority of such accounts receivable settle
monthly and any collection delays generally involve discrepancies or disputes
as to the appropriate price, volumes or quality of crude oil delivered or
exchanged and associated billing delays. Of our $358 million aggregate
receivables balance included in current assets at December 31, 2001,
approximately $331 million, or 93%, were less than 60 days past the scheduled
invoice date. Of our $499 million aggregate receivables balance included in
current assets at June 30, 2002, approximately $489 million, or 98%, were less
than 60 days past the scheduled invoice date.

   We have modified our credit arrangements with certain counter-parties that
have been adversely affected by these recent events, but a large portion of the
balances more than 60 days past the invoice date, along with

                                      11

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

approximately $10.8 million of net receivables classified as long-term, are
associated with an ongoing effort to bring substantially all balances to within
sixty days of scheduled invoice date. In certain cases, this effort involves
reconciling and resolving certain discrepancies, generally related to pricing,
volumes, quality or crude oil exchange imbalances and the majority of these
receivables are related to the period immediately following the disclosure of
our unauthorized trading losses in late 1999. Following that disclosure, a
significant number of our suppliers and trading partners temporarily reduced or
eliminated our open credit and demanded payments or withheld payments due us
before disputed amounts or discrepancies associated with exchange imbalances,
pricing issues and quality adjustments were reconciled in accordance with
customary industry practices. Because these matters also arose in the midst of
various software systems conversions and acquisition integration activities,
our effort to resolve outstanding claims and discrepancies has included
reprocessing and integrating historical information on numerous software
platforms. We have made significant progress to date in this effort and intend
to substantially complete this project in the second half of 2002 and, based on
the work performed to date and the scope of the remaining work to be performed,
we believe these prior period balances are collectible and consider our
reserves adequate. However, in the event our counter-parties experience an
unanticipated deterioration in their credit-worthiness, any addition to
existing reserves or write-offs in excess of such reserves would result in a
noncash charge to earnings. We do not believe any such charge would have a
material effect on our cash flow or liquidity.

Note 7--Operating Segments

   Our operations consist of two operating segments: (1) Pipeline
Operations--engages in interstate and intrastate crude oil pipeline
transportation and certain related merchant activities; (2) Gathering,
Marketing, Terminalling and Storage Operations--engages in purchases and
resales of crude oil and LPG at various points along the distribution chain and
the operation of certain terminalling and storage assets. We evaluate segment
performance based on gross margin and gross profit.

                                                           Gathering,
                                                           Marketing,
                                                          Terminalling
                                                Pipeline   & Storage      Total
                                                --------  ------------ ----------
                                                          (in thousands)
                                                           (unaudited)
                                                              
Three Months Ended June 30, 2002
Revenues:
   External Customers.......................... $111,471   $1,873,876  $1,985,347
   Intersegment (a)............................    3,687           --       3,687
                                                --------   ----------  ----------
      Total revenues of reportable segments.... $115,158   $1,873,876  $1,989,034
                                                ========   ==========  ==========
Segment gross margin (b)....................... $ 18,831   $   22,876  $   41,707
General and administrative expense.............   (1,146)      (9,973)    (11,119)
                                                --------   ----------  ----------
Segment gross profit (c)....................... $ 17,685   $   12,903  $   30,588
                                                ========   ==========  ==========
Maintenance capital............................ $    850   $      112  $      962
- ----------------------------------------------------------------------------------

                                            (Table continued on following page)

                                      12

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                                                           Gathering,
                                                           Marketing,
                                                          Terminalling
                                                Pipeline   & Storage      Total
                                                --------  ------------ ----------
                                                          (in thousands)
                                                           (unaudited)
                                                              
Three Months Ended June 30, 2001
Revenues:
   External Customers.......................... $ 91,815   $1,494,802  $1,586,617
   Intersegment (a)............................    5,166           --       5,166
                                                --------   ----------  ----------
      Total revenues of reportable segments.... $ 96,981   $1,494,802  $1,591,783
                                                ========   ==========  ==========
Segment gross margin (b)....................... $ 18,699   $   17,688  $   36,387
General and administrative expense.............   (1,031)      (8,390)     (9,421)
                                                --------   ----------  ----------
Segment gross profit (c)....................... $ 17,668   $    9,298  $   26,966
                                                ========   ==========  ==========
Maintenance capital............................ $     --   $    1,879  $    1,879
- ----------------------------------------------------------------------------------
Six Months Ended June 30, 2002
Revenues:
   External Customers.......................... $196,804   $3,333,866  $3,530,670
   Intersegment (a)............................    6,826           --       6,826
                                                --------   ----------  ----------
      Total revenues of reportable segments.... $203,630   $3,333,866  $3,537,496
                                                ========   ==========  ==========
Segment gross margin (b)....................... $ 37,285   $   42,810  $   80,095
General and administrative expense.............   (2,089)     (19,788)    (21,877)
                                                --------   ----------  ----------
Segment gross profit (c)....................... $ 35,196   $   23,022  $   58,218
                                                ========   ==========  ==========
Maintenance capital............................ $  2,220   $      615  $    2,835
- ----------------------------------------------------------------------------------
Six Months Ended June 30, 2001
Revenues:
   External Customers.......................... $179,853   $2,926,888  $3,106,741
   Intersegment (a)............................    8,475           --       8,475
                                                --------   ----------  ----------
      Total revenues of reportable segments.... $188,328   $2,926,888  $3,115,216
                                                ========   ==========  ==========
Segment gross margin (b)....................... $ 32,591   $   36,526  $   69,117
General and administrative expense.............   (1,491)     (16,798)    (18,289)
                                                --------   ----------  ----------
Segment gross profit (c)....................... $ 31,100   $   19,728  $   50,828
                                                ========   ==========  ==========
Maintenance capital............................ $    104   $    2,184  $    2,288

- --------
a) Intersegment sales were conducted on terms believed to be consistent with
   terms that would have been extended on an arm's length basis.
b) Gross margin is calculated as revenues less cost of sales and operations
   expenses.
c) Gross profit is calculated as gross margin less general and administrative
   expenses, excluding noncash compensation expense as it is not allocated to
   the reportable segments.

                                      13

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 8--Contingencies

   During 1997, the All American Pipeline experienced a leak in a segment of
its pipeline in California that 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. We
have expended approximately $400,000 to date in connection with this spill and
do not expect any additional expenditure to be material, although we can
provide no assurances in that regard.

   Prior to being acquired by our predecessor in 1996, the Ingleside Terminal
experienced releases of refined petroleum products into the soil and
groundwater underlying the site due to activities on the property. We are
undertaking a voluntary state-administered remediation of the contamination on
the property to determine the extent of the contamination. We have proposed
extending the scope of our study and are awaiting the state's response. We have
spent approximately $140,000 to date in investigating the contamination at this
site. We do not anticipate the total additional costs related to this site to
exceed $250,000, although no assurance can be given that the actual cost could
not exceed such estimate.

   We may experience future releases of crude oil into the environment from our
pipeline and storage operations, or discover past releases that were previously
unidentified. Although we maintain an inspection program designed to prevent
and, as applicable, to detect and address such releases promptly, damages and
liabilities incurred due to any such environmental releases from our assets may
substantially affect our business.

  Litigation

   Delaware Derivative Litigation. On December 3, 1999, two derivative lawsuits
were filed in the Delaware Chancery Court, New Castle County, entitled Susser
v. Plains All American Inc., et al and Senderowitz v. Plains All American Inc.,
et al. These suits, and three others which were filed in Delaware subsequently,
named our former general partner, its directors and certain of its officers as
defendants, and alleged that the defendants breached the fiduciary duties that
they owed to Plains All American Pipeline, L.P. and its unitholders by failing
to monitor properly the activities of its employees. We reached an agreement in
principle with the plaintiffs to settle the Delaware litigation for
approximately $1.1 million. On March 6, 2002, the Delaware court approved the
settlement. The order became final in April of 2002 and the settlement amount
has been paid.

   Texas Derivative Litigation. On July 11, 2000, a derivative lawsuit was
filed in the United States District Court of the Southern District of Texas
entitled Fernandes v. Plains All American Inc., et al, naming our former
general partner, its directors and certain of its officers as defendants. This
lawsuit contained the same claims and sought the same relief as the Delaware
derivative litigation, described above. We reached an agreement in principle
with the plaintiffs to settle the Texas litigation for approximately $112,500.
The court approved the settlement on March 18, 2002. The order became final in
April of 2002 and the settlement amount has been paid.

   Other. We, in the ordinary course of business, are a claimant and/or a
defendant in various other legal proceedings. We do not believe that the
outcome of these other legal proceedings, individually and in the aggregate,
will have a materially adverse effect on our financial condition, results of
operations or cash flows.

Note 9--Recent Accounting Pronouncements
   In June 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 146 "Accounting for Costs Associated with Exit or Disposal Activities".
SFAS 146 requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred rather than at
the date of the exit plan.

                                      14

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

This Statement is effective for exit or disposal activities that are initiated
after December 31, 2002. At this time, we cannot reasonably estimate the effect
of the adoption of this statement on either our financial position, results of
operations, or cash flows.

   In May 2002, the FASB issued SFAS 145 "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections as of
April 2002". SFAS 145 amends the treatment of gains and losses from the
extinquishment of debt only allowing those items that are truly unusual and
infrequent. The statement is effective for all transactions occurring after May
15, 2002. Effective with fiscal years beginning after May 15, 2002, any gain or
loss on extinguishment of debt that was classified as an extraordinary item in
prior periods presented that does not meet the criteria for classification as
an extraordinary item shall be reclassified. We do not believe that the
adoption of SFAS 145 will have a material effect on either our financial
position or cash flows, however, future extinguishments of debt may impact
income from continuing operations.

                                      15

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

   We are a Delaware limited partnership formed in September of 1998 to acquire
and operate the midstream crude oil business and assets of Plains Resources
Inc. and its wholly owned subsidiaries. On November 23, 1998, we completed our
initial public offering and the transactions whereby we became the successor to
the business of the midstream subsidiaries of Plains Resources. The terms
"Plains All American" and the "Partnership" herein refer to Plains All American
Pipeline, L.P. and its affiliated operating partnerships. Our operations are
conducted through Plains Marketing, L.P., All American Pipeline, L.P. and
Plains Marketing Canada, L.P. We are engaged in interstate and intrastate
transportation, marketing and terminalling of crude oil and liquefied petroleum
gas. Our operations are conducted primarily in Texas, California, Oklahoma,
Louisiana and the Canadian provinces of Alberta, Saskatchewan and Manitoba and
consist of two operating segments: (1) Pipeline Operations and (2) Gathering,
Marketing, Terminalling and Storage Operations. We evaluate segment performance
based on gross margin and gross profit.

   Pipeline Operations. Our activities from pipeline operations generally
consist of transporting third-party volumes of crude oil for a fee, third party
leases of pipeline capacity, barrel exchanges and buy/sell arrangements. We
also utilize our pipelines in our merchant activities conducted under our
gathering and marketing business. Tariffs and other fees on our pipeline
systems vary by receipt point and delivery point. The gross margin generated by
our tariff and other fee-related activities depends on the volumes transported
on the pipeline and the level of the tariff and other fees charged, as well as
the fixed and variable costs of operating the pipeline. Gross margin from our
pipeline capacity leases, barrel exchanges and buy/sell arrangements generally
reflect a negotiated amount.

   Gathering, Marketing, Terminalling and Storage Operations. Gross margin from
our gathering and marketing activities is dependent on our ability to sell
crude oil at a price in excess of our aggregate cost. These operations are
margin businesses, and 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 and fluctuations in market-related indices. Accordingly, an increase in
revenues is not necessarily an indication of a fundamental direction of the
segment's activities. Terminals are facilities where crude oil is transferred
to or from storage or a transportation system, such as a pipeline, to another
transportation system, such as trucks or another pipeline. The operation of
these facilities is called "terminalling". Gross margin from terminalling and
storage activities is dependent on the throughput volumes, the volume of crude
oil stored and the level of fees generated from our terminalling and storage
services.

Results of Operations

   The following acquisitions impact the comparability of the 2002 and 2001
periods as noted in the discussion of the results of operations. In 2001, we
acquired substantially all of the Canadian crude oil pipeline, gathering,
marketing, terminalling and storage assets of Murphy Oil Company Ltd. and the
assets of CANPET Energy Group Inc. ("CANPET"), a Calgary-based Canadian crude
oil and liquefied petroleum gas marketing company, together the "Canadian
acquisitions". The acquisitions were effective April 1, 2001, and July 1, 2001,
respectively.

  Three Months Ended June 30, 2002 and 2001

   For the three months ended June 30, 2002, we reported net income of $17.0
million on total revenues of $1.99 billion compared to net income for the same
period in 2001 of $7.1 million on total revenues of $1.59 billion. When
evaluating net income, we exclude the impact of Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities," resulting from derivative instruments that do not
qualify for hedge accounting or which represent hedge ineffectiveness. The
majority of

                                      16

these instruments serve as economic hedges which offset future physical
positions not reflected in current results. Therefore, the SFAS 133 adjustment
to net income is not a complete depiction of the economic substance of the
transaction as it only represents the derivative side of these transactions and
does not take into account the offsetting physical position. In addition, the
impact will vary from quarter to quarter based on market prices at the end of
the quarter.

   The following table reconciles our reported net income to our net income
before unusual or nonrecurring items and the impact of SFAS 133:

                                                                  Three Months
                                                                  Ended June 30,
                                                                  ------------
                                                                   2002    2001
                                                                  -----   -----
                                                                   (millions)
                                                                    
Reported net income.............................................. $17.0   $ 7.1
Noncash compensation expense.....................................    --     5.6
Noncash SFAS 133 gain............................................  (1.1)   (0.2)
                                                                  -----   -----
Net income before unusual or nonrecurring items and the impact of
  SFAS 133 (1)................................................... $15.8   $12.5
                                                                  =====   =====

- --------
(1) Numbers in table may not sum exactly due to rounding.

   The following table sets forth our operating results for the periods
indicated and includes the impact of the items discussed above:

                                                             Three Months Ended
                                                                  June 30,
                                                             ------------------
                                                               2002      2001
                                                             --------  --------
                                                                 
Operating Results (in millions):
 Revenues................................................... $1,985.3  $1,586.6
                                                             ========  ========
 Gross margin:
   Pipeline.................................................     18.8      18.7
   Gathering, marketing, terminalling and storage...........     22.9      17.7
                                                             --------  --------
       Total................................................     41.7      36.4
 General and administrative expense.........................    (11.1)    (15.1)
                                                             --------  --------
 Gross profit............................................... $   30.6  $   21.3
                                                             ========  ========
 Net income................................................. $   17.0  $    7.1
                                                             ========  ========
Average Daily Volumes (thousands of barrels per day):
 Pipeline segment:
   Tariff activities
     All American...........................................       61        68
     Other domestic.........................................      151       152
     Canada (1).............................................      182       161
   Margin activities........................................       73        56
                                                             --------  --------
       Total................................................      467       437
                                                             ========  ========
 Gathering, marketing, terminalling and storage segment:
   Lease gathering..........................................      410       322
   Bulk purchases...........................................       65        17
                                                             --------  --------
       Total................................................      475       339
                                                             ========  ========
   Terminal throughput (1)..................................       84       114
                                                             ========  ========
   Storage leased to third parties, monthly average volumes.    1,620     2,427
                                                             ========  ========

- --------
(1) 2001 volume information is adjusted for consistency of comparison with 2002
    presentation.

                                      17

   Revenues. Total revenues were $1.99 billion and $1.59 billion for the three
months ended June 30, 2002 and 2001, respectively. The increase is primarily
associated with higher gathering volumes primarily attributable to the
acquisition of the assets of CANPET in July of 2001. The average NYMEX price
for crude oil was $26.24 per barrel and $27.98 per barrel for the second
quarter of 2002 and 2001, respectively. For the three months ended June 30,
2002, we gathered from producers, using our assets or third-party assets,
approximately 410,000 barrels of crude oil per day. In addition, we purchased
in bulk, primarily at major trading locations, approximately 65,000 barrels of
crude oil per day. Our revenues reflect the sale of these barrels plus the sale
of additional barrels exchanged through buy/sell arrangements entered into to
enhance the margins of the gathered and bulk-purchased crude oil.

   Cost of Sales and Operations. Cost of sales and operations were $1.94
billion and $1.55 billion in the second quarter of 2002 and 2001, respectively,
an increase of $0.39 million primarily due to the reasons discussed above with
respect to revenues.

   General and Administrative. General and administrative expense ("G&A") was
$11.1 million for the quarter ended June 30, 2002, compared to $15.1 million
for the second quarter of 2001. Excluding the noncash compensation expense of
$5.6 million related to the vesting of phantom units, G&A for the second
quarter of 2001 would have been $9.4 million. The increase in 2002 is primarily
due to $2.5 million of expenses associated with our Canadian acquisitions,
partially offset by a decrease in other G&A expenses related to the domestic
operations.

   Depreciation and Amortization. Depreciation and amortization expense was
$7.2 million for the quarter ended June 30, 2002, compared to $6.5 million for
the same period of 2001. The increase is primarily due to assets acquired and
other capital expansion projects.

   Interest Expense. Interest expense decreased to $6.4 million for the quarter
ended June 30, 2002, from $8.1 million for the comparative 2001 period. The
decrease is due to the capitalization of $0.4 million of interest and lower
interest rates somewhat offset by a higher average debt balance and increased
commitment fees in the second quarter of 2002.

  Segment Results

   Pipeline Operations. Gross margin from pipeline operations increased to
$18.8 million for the quarter ended June 30, 2002, from $18.7 million for the
prior year quarter. Although total volumes increased, volumes transported from
Outer Continental Shelf ("OCS") production, which are our highest margin
barrels, declined. Therefore, gross margin did not increase in proportion to
the increase in volumes. Average daily volumes on our pipelines during the
second quarter of this year were 467,000 barrels per day compared to 437,000
barrels per day last year. Approximately 20,000 barrels per day of the increase
is due to increased volumes on our Canadian pipelines, 10,000 barrels per day
of which are due to the acquisition of the Wapella Pipeline in December 2001.
The remainder of the increase was primarily related to volumes on the Butte
Pipeline System acquired in February 2002, which were somewhat offset by a
decrease in OCS volumes.

   Gathering, Marketing, Terminalling and Storage Operations. Gross margin from
gathering, marketing, terminalling and storage activities was approximately
$22.9 million for the quarter ended June 30, 2002, compared to $17.7 million in
the prior year quarter. Excluding the impact of the noncash fair value
adjustments related to SFAS 133, gross margin for this segment would have been
approximately $21.8 million for the quarter ended June 30, 2002, compared to
$17.5 million in the prior year quarter. The increase was primarily related to
our Canadian acquisitions.

   Lease gathering volumes increased to approximately 410,000 barrels per day
in 2002 from an average of 322,000 barrels per day for the second quarter of
2001, mostly due to our Canadian acquisitions. Bulk purchase volumes increased
to approximately 65,000 barrels per day in the current period from
approximately 17,000 barrels per day for the second quarter of 2001. Lease
capacity decreased to an average of 1.6 million barrels per

                                      18

month from an average of 2.4 million barrels per month in the prior year
quarter and terminal throughput averaged approximately 84,000 barrels per day
and 114,000 barrels per day in the second quarter of 2002 and 2001,
respectively. Both the third party lease volumes and terminal throughput
volumes are lower because we used more of our storage capacity for our contango
activities during this year's quarter.

  Six Months Ended June 30, 2002 and 2001

   For the six months ended June 30, 2002, we reported net income of $31.2
million on total revenues of $3.53 billion compared to net income for the same
period in 2001 of $20.1 million on total revenues of $3.11 billion. When
evaluating net income, we exclude the impact of SFAS 133 resulting from hedging
instruments that do not qualify for hedge accounting or which represent hedge
ineffectiveness. The majority of these instruments serve as economic hedges
which offset future physical positions not reflected in current results.
Therefore, the SFAS 133 adjustment to net income is not a complete depiction of
the economic substance of the transaction as it only represents the derivative
side of these transactions and does not take into account the offsetting
physical position. In addition, the impact will vary from quarter to quarter
based on market prices at the end of the quarter. The following table
reconciles our reported net income to our net income before unusual or
nonrecurring items and the impact of SFAS 133:

                                                                    Six Months
                                                                   Ended June 30,
                                                                   -------------
                                                                   2002    2001
                                                                   -----  -----
                                                                    (millions)
                                                                    
 Reported net income.............................................. $31.2  $20.1
 Noncash compensation expense.....................................    --    5.7
 Noncash cumulative effect of accounting change (1)...............    --   (0.5)
 Noncash SFAS 133 (gain) loss.....................................   1.7   (0.1)
                                                                   -----  -----
 Net income before unusual or nonrecurring items and the impact of
   SFAS 133 (2)................................................... $33.0  $25.2
                                                                   =====  =====

- --------
(1) Related to the adoption of SFAS 133 on January 1, 2001.
(2) Numbers in table may not sum exactly due to rounding.

                                      19

   The following table sets forth our operating results for the periods
indicated and includes the impact of the items discussed above:

                                                            Six Months Ended
                                                                June 30,
                                                           ------------------
                                                             2002      2001
                                                           --------  --------
                                                               
 Operating Results (in millions):
  Revenues................................................ $3,530.7  $3,106.7
                                                           ========  ========
  Gross margin:
    Pipeline.............................................. $   37.3  $   32.6
    Gathering, marketing, terminalling and storage........     42.8      36.5
                                                           --------  --------
        Total.............................................     80.1      69.1
  General and administrative expense......................    (21.9)    (24.0)
                                                           --------  --------
  Gross profit............................................ $   58.2  $   45.1
                                                           ========  ========
  Net income.............................................. $   31.2  $   20.1
                                                           ========  ========
 Average Daily Volumes (thousands of barrels per day):
  Pipeline segment:
    Tariff activities
      All American........................................       64        69
      Other domestic......................................      152       157
      Canada (1)..........................................      178       161
    Margin activities.....................................       72        61
                                                           --------  --------
        Total.............................................      466       448
                                                           ========  ========
  Gathering, marketing, terminalling and storage segment:
    Lease gathering.......................................      405       324
    Bulk purchases........................................       67        19
                                                           --------  --------
        Total.............................................      472       343
                                                           ========  ========
  Terminal throughput (1).................................       76       105
                                                           ========  ========
  Storage leased to third parties, monthly average volumes    1,583     2,165
                                                           ========  ========

- --------
(1) 2001 volume information is adjusted for consistency of comparison with 2002
    presentation.

   Revenues. Total revenues were $3.53 billion and $3.11 billion for the six
months ended June 30, 2002 and 2001, respectively. Excluding the impact of our
Canadian acquisitions, total revenues for the first half of 2002 would have
been $2.80 billion compared to $2.98 billion for the first half of 2001. The
decrease is primarily attributable to the decrease in the average NYMEX price
for crude oil to $23.95 per barrel for the first half of 2002 from $28.40 per
barrel for the first half of 2001. For the six months ended June 30, 2002, we
gathered from producers, using our assets or third-party assets, approximately
405,000 barrels of crude oil per day. In addition, we purchased in bulk,
primarily at major trading locations, approximately 67,000 barrels of crude oil
per day. Our revenues reflect the sale of these barrels plus the sale of
additional barrels exchanged through buy/sell arrangements entered into to
enhance the margins of the gathered and bulk-purchased crude oil.

   Cost of Sales and Operations. Cost of sales and operations were $3.45
billion and $3.04 billion in the first half of 2002 and 2001, respectively, a
decrease of $0.41 million primarily due to the reasons discussed above with
respect to revenues.

   General and Administrative. General and administrative expense was $21.9
million for the six months ended June 30, 2002, compared to $24.0 million for
the first half of 2001. Excluding the noncash compensation expense of $5.7
million related to the vesting of phantom units, G&A for the six months ended
June 30, 2001, would have been $18.3 million. Excluding this expense, the
resulting increase in 2002 is primarily due to $4.8 million of expenses
associated with our Canadian acquisitions, offset by a decrease in other G&A
expenses related to the domestic operations.

                                      20

   Depreciation and Amortization. Depreciation and amortization expense was
$14.1 million for the six months ended June 30, 2002, compared to $11.2 million
for the same period of 2001. Approximately $2.4 million of the increase is
attributable to our Canadian acquisitions and the remainder is due to other
assets acquired and other capital expansion projects.

   Interest Expense. Interest expense decreased to $12.8 million for the six
months ended June 30, 2002, from $14.7 million for the comparative 2001 period.
The decrease is due to the capitalization of interest of $0.5 million and lower
interest rates somewhat offset by a higher average debt balance and increased
commitment fees in the first half of 2002.

  Segment Results

   Pipeline Operations. Gross margin from pipeline operations increased to
$37.3 million for the six months ended June 30, 2002, from $32.6 million for
the same period in 2001. The increase resulted primarily from the impact of our
Canadian acquisitions. Average daily volumes on our pipelines during the first
six months of this year were 466,000 barrels per day compared to 448,000
barrels per day last year. Approximately 10,000 barrels per day of the increase
is due to our acquisition of the Wapella pipeline in December of 2001.

   Gathering, Marketing, Terminalling and Storage Activities. Gross margin from
gathering, marketing, terminalling and storage activities was approximately
$42.8 million for the six months ended June 30, 2002, compared to $36.5 million
for the same period in 2001. Excluding the impact of the noncash fair value
adjustments related to SFAS 133, gross margin for this segment would have been
$44.5 million for the six months ended June 30, 2002, compared to $36.5 million
in the prior year period. The increase was primarily related to our Canadian
acquisitions partially offset by the weaker margins from our gathering and
marketing activities as a result of the existence of a contango market.

   Lease gathering volumes increased to approximately 405,000 barrels per day
in 2002 from an average of 324,000 barrels per day for the first six months of
2001, mostly due to our Canadian acquisitions. Bulk purchase volumes increased
to approximately 67,000 barrels per day in the current period from
approximately 19,000 barrels per day for the first six months of 2001. Lease
capacity decreased to an average of 1.6 million barrels per month from an
average of 2.2 million barrels per month in the prior year period and terminal
throughput averaged approximately 76,000 barrels per day and 105,000 barrels
per day in the first six months of 2002 and 2001, respectively. Both the third
party lease volumes and terminal throughput volumes are lower because we used
more of our storage capacity for contango activities during this year's period.

Liquidity and Capital Resources

  Recent Events

   Acquisition of Shell's West Texas Interests. In May 2002, we entered into a
definitive purchase and sale agreement to purchase certain businesses from
Shell Pipeline Company, including its interests in the Basin Pipeline System,
the Rancho Pipeline System and the Permian Basin Gathering System, for
approximately $315.0 million, excluding financing and related transaction
costs. At execution, we deposited $15.7 million into an escrow account. This
transaction was consummated on August 1, 2002, using proceeds from our
revolving credit facilities. Net of interest earned on the deposit,
approximately $9.1 million related to the settlement of pre-existing accounts
receivable and inventory balances and purchase price adjustments as provided
for in the amended purchase and sale agreement, the final amount paid to Shell
at closing totaled approximately $288.2 million cash. Including approximately
$9.6 million of estimated transaction and closing costs, the total purchase
price is approximately $322.7 million.

   FERC Notice of Proposed Rulemaking. On August 1, 2002, the Federal Energy
Regulatory Commission ("FERC") issued a Notice of Proposed Rulemaking that, if
adopted, would amend its Uniform Systems of Accounts for public utilities,
natural gas companies and oil pipeline companies by requiring specific written

                                      21

documentation concerning the management of funds from a FERC-regulated
subsidiary by a non-FERC- regulated parent. Under the proposed rule, as a
condition for participating in a cash management or money pool arrangement, the
FERC-regulated entity would be required to maintain a minimum proprietary
capital balance (stockholder's equity) of 30 percent, and the FERC regulated
entity and its parent would be required to maintain investment grade credit
ratings. If either of these conditions is not met, the FERC-regulated entity
would not be eligible to participate in the cash management or money pool
arrangement. This proposed rule is subject to a comment period of 15 days after
its publication in the Federal Register. We do not know when or if the rule
will be enacted. Although it appears that, if enacted, the rule may affect the
way in which we manage cash, we are unable to predict the full impact of this
proposed regulation on our business.

  Liquidity

   Cash generated from operations and our credit facilities are our primary
sources of liquidity. At June 30, 2002, we had working capital of approximately
$33.4 million, approximately $388.4 million of availability under our revolving
credit facility and $124.6 million under the letter of credit and hedged
inventory facility. Including the effect of the borrowings to fund the Shell
acquisition the amount available under our revolving credit facility at June
30, 2002, would have been approximately $100.2 million.

   We believe that we have sufficient liquid assets, cash from operations and
borrowing capacity under our credit agreements to meet our financial
commitments, debt service obligations, contingencies and anticipated capital
expenditures. However, we are subject to business and operational risks that
could adversely effect our cash flow. A material decrease in our cash flows
would likely produce a corollary adverse effect on our borrowing capacity.

   Recent Disruptions in Industry Credit Markets. As a result of business
failures, revelations of material misrepresentations and related financial
restatements by several large, well-known companies in various industries over
the last nine months, there have been significant disruptions and extreme
volatility in the financial markets and credit markets. Because of the credit
intensive nature of the energy industry and troubling disclosures by several
large, diversified energy companies, the energy industry has been especially
impacted by these developments, with the rating agencies downgrading a number
of large, energy related companies. Accordingly, in this environment we are
exposed to an increased level of direct and indirect counter-party credit and
performance risk.

   The majority of our credit extensions and therefore our accounts receivable
relate to our gathering and marketing activities that can generally be
described as high volume and low margin activities, in many cases involving
complex exchanges of crude oil volumes. In transacting business with our
counter-parties, we must determine the amount, if any, of open credit lines to
extend to our counter-parties and the form and amount of financial performance
assurances we may require. The vast majority of such accounts receivable settle
monthly and any collection delays generally involve discrepancies or disputes
as to the appropriate price, volumes or quality of crude oil delivered or
exchanged and associated billing delays. Of our $358 million aggregate
receivables balance included in current assets at December 31, 2001,
approximately $331 million, or 93%, were less than 60 days past the scheduled
invoice date. Of our $499 million aggregate receivables balance included in
current assets at June 30, 2002, approximately $489 million, or 98%, were less
than 60 days past the scheduled invoice date.

   We have modified our credit arrangements with certain counter-parties that
have been adversely affected by these recent events, but a large portion of the
balances more than 60 days past the invoice date, along with approximately
$10.8 million of net receivables classified as long-term, are associated with
an ongoing effort to bring substantially all balances to within sixty days of
scheduled invoice date. In certain cases, this effort involves reconciling and
resolving certain discrepancies, generally related to pricing, volumes, quality
or crude oil exchange imbalances and the majority of these receivables are
related to the period immediately following the disclosure of our unauthorized
trading losses in late 1999. Following that disclosure, a significant number of
our suppliers and trading partners temporarily reduced or eliminated our open
credit and demanded payments or

                                      22

withheld payments due us before disputed amounts or discrepancies associated
with exchange imbalances, pricing issues and quality adjustments were
reconciled in accordance with customary industry practices. Because these
matters also arose in the midst of various software systems conversions and
acquisition integration activities, our effort to resolve outstanding claims
and discrepancies has included reprocessing and integrating historical
information on numerous software platforms. We have made significant progress
to date in this effort and intend to substantially complete this project in the
second half of 2002 and, based on the work performed to date and the scope of
the remaining work to be performed, we believe these prior period balances are
collectible and consider our reserves adequate. However, in the event our
counter-parties that experience an unanticipated deterioration in their
credit-worthiness, any addition to existing reserves or write-offs in excess of
such reserves would result in a noncash charge to earnings. We do not believe
any such charge would have a material effect on our cash flow or liquidity.

   To date, these market disruptions have not had a material adverse impact on
our activities or on obtaining open credit for our own account with
counter-parties. During 2001, we received upgrades from the two rating agencies
that cover the Partnership. We are currently rated BB+ by Standard & Poor's and
on June 27, 2002, we were placed on CreditWatch with positive implications. We
are currently rated Ba2 by Moody's Investor Services with a positive outlook.

   Acquisition Activity. Consistent with our acquisition strategy, we are
continuously engaged in discussions with potential sellers regarding the
possible purchase by us of midstream crude oil assets. Such acquisition efforts
involve participation by us in processes that have been made public, involve a
number of potential buyers and are commonly referred to as "auction" processes,
as well as situations in which we believe we are the only party or one of a
very limited number of potential buyers in negotiations with the potential
seller. Since 1998, we have completed 12 acquisitions for an aggregate purchase
price of $1.1 billion. We can give you no assurance that our current or future
acquisition efforts will be successful or that any such acquisition will be
completed on terms considered favorable to us.

  Cash Flows

                                             Six Months Ended
                                                 June 30,
               -                           --------------
                                            2002       2001
                                           ------  ------
                                               (in millions)
                                             
               Cash provided by (used in):
                  Operating activities.... $117.9  $(47.0)
                  Investing activities.... $(50.1) $(168.9)
                  Financing activities.... $(65.6) $213.5

   Operating Activities. Net cash provided by operating activities for the six
months ended June 30, 2002, was $117.9 million primarily due to the sale of
crude oil inventory related to contango activities.

   Investing Activities. Net cash used in investing activities in 2002 includes
the payment of a $15.7 million deposit related to the purchase of certain
assets from Shell Pipeline Company, $7.7 million for the Butte acquisition and
$5.1 million for the Coast/Lantern acquisition. Investing activities also
includes $20.8 million of capital expenditures related to the Cushing
expansion, the construction of the Marshall terminal in Canada and other
capital projects.

   Financing Activities. Cash used in financing activities in 2002 consisted
primarily of a net repayment of $53.6 million of short-term debt related to
contango inventory transactions partially offset by net long-term borrowings of
$35.8 million used primarily to fund capital projects and acquisitions
including the deposit for the Shell acquisition. In addition, $47.0 million of
distributions were paid to unitholders and the general partner during the six
months ended June 30, 2002.

                                      23

  Universal Shelf

   We have filed with the Securities and Exchange Commission a universal shelf
registration statement that, subject to effectiveness at the time of use,
allows us to issue from time to time up to an aggregate of $700 million of debt
or equity securities. In October 2001, we sold approximately $130 million of
common units under the shelf. Accordingly, as of August 6, 2002, we have the
ability to issue approximately $570 million of additional debt or equity
securities under this registration statement.

  Credit Agreements

   As amended, our credit facilities consist of a $350.0 million senior secured
letter of credit and hedged inventory facility (with current lender commitments
totaling $200.0 million), and a $779.0 million senior secured revolving credit
and term loan facility, each of which is secured by substantially all of our
assets. The revolving credit and term loan facility consists of a $450.0
million domestic revolving facility (with a $10.0 million letter of credit
sublimit), a $30.0 million Canadian revolving facility (with a $5.0 million
letter of credit sublimit), a $99.0 million term loan, and a $200.0 million
term B loan. The facilities have final maturities as follows:

  .   as to the $350.0 million senior secured letter of credit and hedged
      inventory facility, in April 2005;

  .   as to the aggregate $480.0 million domestic and Canadian revolver
      portions, in April 2005;

  .   as to the $99.0 million term loan, in May 2006; and

  .   as to the $200.0 million term B loan, in September 2007.

   In July 2002, we amended our credit facilities to enable us to consummate
the pending acquisition of certain businesses from Shell Pipeline Company and
to accommodate the increased activity level associated with the expanded asset
base, while preserving our ability to pursue additional acquisitions. The
amended facilities enable us to expand the size of the letter of credit and
hedged inventory facility from $200.0 million to $350.0 million without
additional approval from existing lenders. As amended, the financial covenants
require us to maintain:

  .   a current ratio (as defined) of at least 1.0 to 1.0;

  .   a debt coverage ratio which will not be greater than: (i) 5.0 to 1.0
      through and including March 30, 2003, and 4.0 to 1.0 thereafter; and (ii)
      5.25 to 1.0 on and after our issuing at least $150.0 million of unsecured
      debt and, in addition, our secured debt coverage ratio will not be
      greater than 4.0 to 1.0;

  .   an interest coverage ratio that is not less than 2.75 to 1.0; and

  .   a debt to capital ratio of not greater than 0.7 to 1.0 through March 30,
      2003, and .65 to 1.0 at any time thereafter.

   For covenant compliance purposes, letters of credit and borrowings under the
letter of credit and hedged inventory facility are excluded when calculating
the debt coverage ratio.

   The amended facility also permits us to issue up to $400 million of
unsecured debt having a maturity beyond the final maturity of the existing
credit facility. Upon the issuance of unsecured debt, the amount of the $450
million domestic revolving facility is reduced by an amount equal to the
following: i) 40% of the face amount of the unsecured debt issued if the face
amount is less than $350 million, less $50 million, or ii) 50% of the face
amount of the unsecured debt issued if the face amount is equal to or greater
than $350 million, less $50 million. In anticipation of a potential issuance of
senior unsecured notes during the third quarter, we entered into a sixty day
treasury lock on $100 million principal amount with a base index rate of 4.37%
and an all in basis at maturity of 4.47%.

  Contingencies

   We may experience future releases of crude oil into the environment from our
pipeline and storage operations, or discover past releases that were previously
unidentified. Although we maintain an inspection

                                      24

program designed to prevent and, as applicable, to detect and address such
releases promptly, damages and liabilities incurred due to any such
environmental releases from our assets may substantially affect our business.

   A pipeline, terminal or other facilities may experience damage as a result
of an accident or natural disaster. These hazards can cause personal injury and
loss of life, severe damage to and destruction of property and equipment,
pollution or environmental damage and suspension of operations. We maintain
insurance of various types that we consider adequate to cover our operations
and properties. The insurance covers all of our assets in amounts considered
reasonable. The insurance policies are subject to deductibles that we consider
reasonable and not excessive. Our insurance does not cover every potential risk
associated with operating pipelines, terminals and other facilities including
the potential loss of significant revenues. Consistent with insurance coverage
generally available to the industry, our insurance policies provide limited
coverage for losses or liabilities relating to pollution, with broader coverage
for sudden and accidental occurrences. The events of September 11 and their
overall effect on the insurance industry has had adverse impact on availability
and cost of coverage. Due to these events, insurers have excluded acts of
terrorism and sabotage from our insurance policies. On certain of our key
assets, we purchased a separate insurance policy for acts of terrorism and
sabotage.

   Since the terrorist attacks, the United States Government has issued
warnings that energy assets (including our nation's pipeline infrastructure)
may be a future target of terrorist organizations. These developments expose
our operations and assets to increased risks. Any future terrorist attacks on
our facilities, those of our customers and, in some cases, those of our
competitors, could have a material adverse effect on our business.

   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 our operations and financial condition.
We believe that we are adequately insured for public liability and property
damage to others with respect to our operations. With respect to all of our
coverage, no assurance can be given that we will be able to maintain adequate
insurance in the future at rates we consider reasonable.

Recent Accounting Pronouncements

   In June 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 146 "Accounting for Costs Associated with Exit or Disposal Activities".
SFAS 146 requires that a liability for a cost associated with an exit or
disposal activity be recognized when the obligation is incurred rather than at
the date of the exit plan. This Statement is effective for exit or disposal
activities that are initiated after December 31, 2002. At this time, we cannot
reasonably estimate the effect of the adoption of this statement on either our
financial position, results of operations, or cash flows.

   In May 2002, the FASB issued SFAS 145 "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections as of
April 2002". SFAS 145 amends the treatment of gains and losses from the
extinquishment of debt only allowing those items that are truly unusual and
infrequent. The statement is effective for all transactions occurring after May
15, 2002. Effective with fiscal years beginning after May 15, 2002, any gain or
loss on extinguishment of debt that was classified as an extraordinary item in
prior periods presented that does not meet the criteria for classification as
an extraordinary item shall be reclassified. We do not believe that the
adoption of SFAS 145 will have a material effect on either our financial
position or cash flows, however, future extinguishments of debt may impact
income from continuing operations.

Forward-Looking Statements and Associated Risks

   All statements, other than statements of historical fact, included in this
report 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 our business strategy, plans and objectives of our
management for future operations. These statements reflect our current views
and those of our general partner with respect to future events, based on what
we believe are reasonable assumptions.

                                      25

Certain factors could cause actual results to differ materially from results
anticipated in the forward-looking statements. The factors include, but are not
limited to:

  .   abrupt or severe production declines or production interruptions in outer
      continental shelf production located offshore California and transported
      on the All American Pipeline;

  .   the availability of adequate supplies of and demand for crude oil in the
      areas in which we operate;

  .   the effects of competition;

  .   the success of our risk management activities;

  .   the availability (or lack thereof) of acquisition or combination
      opportunities;

  .   successful integration and future performance of acquired assets;

  .   continued creditworthiness and performance by our counterparties,

  .   our ability to receive credit on satisfactory terms;

  .   shortages or cost increases of power supplies, materials or labor;

  .   the impact of current and future laws and governmental regulations;

  .   environmental liabilities that are not covered by an indemnity or
      insurance;

  .   fluctuations in the debt and equity markets; and

  .   general economic, market or business conditions.

   Other factors described herein, such as the recent disruption in industry
credit markets discussed in Liquidity and Capital Resources and in Note 6 to
the financial statements or factors that are unknown or unpredictable, could
also have a material adverse effect on future results. Except as required by
applicable securities laws, we do not intend to update these forward-looking
statements and information.

                                      26

          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

   We utilize various derivative instruments, for purposes other than trading,
to hedge our exposure to price fluctuations with respect to crude oil and
liquefied petroleum gas in storage and expected purchases, sales and
transportation of those commodities. The derivative instruments consist
primarily of futures and option contracts traded on the New York Mercantile
Exchange and over-the-counter transactions, including crude oil swap contracts
entered into with financial institutions and other counterparties. We also
utilize interest rate and foreign exchange swaps and collars to manage the
interest rate exposure on our long-term debt and foreign exchange exposure
arising from our Canadian operations. All of the interest rate and foreign
exchange instruments utilized are placed with large creditworthy financial
institutions.

   In accordance with Statement of Financial Accounting Standards ("SFAS") No.
133 "Accounting for Derivative Instruments and Hedging Activities," gains and
losses on derivative instruments are deferred to Other Comprehensive Income
("OCI") and are included in revenues in the period that the related volumes are
delivered. Gains and losses on hedging instruments, which do not qualify for
hedge accounting or which represent hedge ineffectiveness and changes in the
time value component of the fair value, are included in earnings in the current
period.

   The June 30, 2002, balance sheet includes a $3.8 million unrealized loss in
OCI and related assets and liabilities of $6.7 million ($5.8 million current)
and $11.5 million ($8.4 million current), respectively. Earnings for the six
months ended June 30, 2002, included a noncash loss of $1.7 million related to
the ineffective portion of our cash flow hedges, and certain derivative
contracts that did not qualify as hedges due to a low correlation between the
futures contract and hedged item (a $1.0 million noncash loss net of the
reversal of the prior period fair value adjustment related to contracts that
settled during the current period). Our hedge-related assets and liabilities
are included in other current and non-current assets and liabilities in the
consolidated balance sheet.

   As of June 30, 2002, the total amount of deferred net losses on derivative
instruments recorded in OCI are expected to be reclassified to earnings during
2002, 2003 and 2004. Of the amounts deferred to OCI, a loss of $1.1 million
will be reclassified to earnings in the next twelve months.

   Interest rate swaps and collars are used to hedge underlying interest
obligations. These instruments hedge interest rates on specific debt issuances
and qualify for hedge accounting. The interest rate differential is reflected
as an adjustment to interest expense over the life of the instruments. At June
30, 2002, we had interest rate swap and collar arrangements for an aggregate
notional principal amount of $275.0 million. These instruments are based on
LIBOR rates. The collar provides for a floor of 6.1% and a ceiling of 8.0% with
an expiration date of August 19, 2002, for a $125.0 million notional principal
amount. The fixed rate swaps provide for a rate of 3.6% for a $100.0 million
notional principal amount expiring September 2003, and a rate of 4.3% for a
$50.0 million notional principal amount expiring March 2004.

   Since substantially all of our Canadian business is conducted in Canadian
dollars (CAD), we use certain financial instruments to minimize the risks of
changes in the exchange rate. These instruments include forward exchange
contracts, forward extra option contracts and cross currency swaps. At June 30,
2002, we had forward exchange contracts and forward extra option contracts that
allow us to exchange $3.0 million Canadian for at least $1.9 million U. S.
(based on a Canadian-U.S. dollar exchange rate of 1.54) quarterly during 2002
and 2003. At June 30, 2002, we also had a cross currency swap contract for an
aggregate notional principal amount of $24.8 million, effectively converting
this amount of our $99.0 million senior secured term loan (25% of the total)
from U.S. dollars to $38.3 million of Canadian dollar debt (based on a
Canadian-U.S. dollar exchange rate of 1.55). The terms of this contract mirror
the term loan, matching the amortization schedule and final maturity in May
2006. Additionally, at June 30, 2002, $13.2 million of our long-term debt was
denominated in Canadian dollars ($20.0 million CAD based on a Canadian-U.S.
dollar exchange rate of 1.52).

                                      27

   We formally document all relationships between hedging instruments and
hedged items, as well as our risk management objectives and strategy for
undertaking the hedge. Hedge effectiveness is measured on a quarterly basis.
This process includes specific identification of the hedging instrument and the
hedged transaction, the nature of the risk being hedged and how the hedging
instrument's effectiveness will be assessed. Both at the inception of the hedge
and on an ongoing basis, we assess whether the derivatives that are used in
hedging transactions are highly effective in offsetting changes in cash flows
of hedged items.

                                      28

                          PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

   Delaware Derivative Litigation. On December 3, 1999, two derivative lawsuits
were filed in the Delaware Chancery Court, New Castle County, entitled Susser
v. Plains All American Inc., et al and Senderowitz v. Plains All American Inc.,
et al. These suits, and three others which were filed in Delaware subsequently,
named our former general partner, its directors and certain of its officers as
defendants, and alleged that the defendants breached the fiduciary duties that
they owed to Plains All American Pipeline, L.P. and its unitholders by failing
to monitor properly the activities of its employees. We reached an agreement in
principle with the plaintiffs to settle the Delaware litigation for
approximately $1.1 million. On March 6, 2002, the Delaware court approved the
settlement. The order became final in April of 2002 and the settlement amount
has been paid.

   Texas Derivative Litigation. On July 11, 2000, a derivative lawsuit was
filed in the United States District Court of the Southern District of Texas
entitled Fernandes v. Plains All American Inc., et al, naming our former
general partner, its directors and certain of its officers as defendants. This
lawsuit contained the same claims and sought the same relief as the Delaware
derivative litigation, described above. We reached an agreement in principle
with the plaintiffs to settle the Texas litigation for approximately $112,500.
The court approved the settlement on March 18, 2002. The order became final in
April of 2002 and the settlement amount has been paid.

   Other. We, in the ordinary course of business, are a claimant and/or a
defendant in various other legal proceedings. We do not believe that the
outcome of these other legal proceedings, individually and in the aggregate,
will have a materially adverse effect on our financial condition, results of
operations or cash flows.

Items 2, 3 & 4 are not applicable and have been omitted.

Item 5. OTHER

Recent Initiatives Regarding Corporate Governance Practices.

   There have been several regulatory and legislative initiatives introduced
over the past several months in response to recent events regarding accounting
issues at large public companies, resulting disruptions in the capital markets
and ensuing calls for action to prevent repetition of such events. Certain of
these initiatives include:

  .   On July 30, 2002, President Bush signed into law the Sarbanes--Oxley Act
      of 2002 ("Act"). The Act covers a variety of areas and seeks, among other
      things, to promote corporate responsibility, enhance public disclosure,
      improve the quality and transparency of financial reporting and auditing,
      create a Public Company Accounting Oversight Board, protect the
      objectivity of research analysts and strengthen penalties for securities
      law violations. Certain provisions of the Act are effective immediately,
      while others require the Securities and Exchange Commission ("SEC") to
      adopt relevant rules within specified periods, ranging from 30 days to
      one year. One of the immediately effective provisions of the Act
      requires, in connection with filing of periodic reports with the SEC that
      contain financial statements, the Chief Executive Officer ("CEO") and
      Chief Financial Officer ("CFO") of every publicly traded company
      personally to certify that such report fully complies with the
      requirements of section 13(a) or 15(d) of the Securities Exchange Act of
      1934 and the information contained in such report fairly presents, in all
      material respects, the financial condition and result of operations of
      the company.

  .   The SEC has presented numerous proposed rules changes for public comment.
      In addition, on June 27, 2002, the SEC issued Order No. 4-460 requiring
      the filing of sworn statements by the CEO and the CFO of 945 of the
      largest publicly traded companies, attesting that each respective
      company's most recent periodic reports are materially truthful and
      complete or explain why such a statement would not be correct. Such Order
      was effective immediately and requires the certifications to be filed no
      later than August 14, 2002. Plains All American Pipeline, L.P. was among
      the entities included on this list.

                                      29

  .   On June 6, 2002, the Corporate Accountability and Listing Standards
      Committee of the New York Stock Exchange ("NYSE") submitted
      recommendations to the NYSE Board of Directors designed to enhance
      accountability, integrity and transparency of listed companies on the
      NYSE. The committee also submitted for consideration by the NYSE Board
      certain recommendations to other institutions, including the SEC and the
      US Congress. On August 1, 2002, the NYSE Board adopted the final
      recommendations of the committee and stated its intention to promptly
      submit a rule filing with the SEC for review.

   Certain of the provisions of the Act were effective as of July 30, 2002,
however, specific guidelines on how exactly to comply with certain of these
provisions have yet to be promulgated and in other cases the methods to comply
are unclear. However, Exhibits 99.1 and 99.2 to this filing include the CEO and
CFO certification required by the Act. Contemporaneously with the filing of
this document, an 8K was filed that includes the certification required by SEC
Order 4-460. Certain other issues that are not specifically mentioned in the
foregoing certifications, but which have been addressed or potentially will be
addressed in the Act or the SEC/NYSE initiatives, are discussed below:

  Loans to Executives

   The Act prohibits any public company from making loans to directors or
executive officers of the company. Neither the Partnership nor the general
partner has ever made any loans to directors or executive officers of the
general partner. In connection with the sale by Plains Resources Inc. of a
portion of its ownership in the general partner to members of the senior
management team in September 2001, Plains Resources Inc. loaned an aggregate of
$382,500 to five members of the senior management team. Plains Resources Inc.
is an independent entity that currently owns an approximate 29% ownership
interest in Plains All American Pipeline, L.P. Neither the partnership nor the
general partner participated in or provided any support for these loans. The
individuals receiving these loans from Plains Resources Inc. did not include
the Chief Executive Officer, Chief Operating Officer or the Chief Financial
Officer of the general partner of the partnership.

   Such amounts loaned by Plains Resources Inc. represented approximately 50%
of the total purchase price from Plains Resources Inc. for these individuals'
respective interests and the balance was required to be funded with cash. Terms
of the loan provide for security in the general partner interest being
acquired, a five-year term and interest at 6% per annum, payable semi-annually.
At the date of such loans, the three-month LIBOR rate was approximately 3.5%
and the ten-year US Treasury yield was approximately 4.8%.

  Auditor Independence

   The Partnership's Audit Committee ("Committee") Charter complies with the
current rules of the NYSE, including provision for the Committee to consult
with management and recommend to the Board of Directors ("Board") the
appointment of the Partnership's independent auditors. The Charter also
provides for the Committee to review the activities and independence of the
independent auditors and to communicate to the independent auditors that they
are ultimately accountable to the Committee and the Board. The charter further
provides that the Committee and the Board have the ultimate authority and
responsibility to select, evaluate and, where appropriate, replace the
independent auditors. In addition, the charter provides that the Committee
actively engage in dialogue with the independent auditors with respect to any
disclosed relationships or services that may impact the objectivity and
independence of the independent auditors and recommend that the Board take
appropriate action in response to the independent auditor's report to satisfy
itself of the independent auditors' independence. As a practice, the Committee
has also consulted with management regarding the retention of the independent
auditors to perform any non-audit related services.

   The proposed changes to the NYSE rules include changes to the requirements
for audit committee composition and charter. In addition the Act requires the
SEC to promulgate rules with respect to audit

                                      30

committees. One new aspect involves prior approval by the audit committee of
any non-audit engagement of a company's independent auditors, and disclosure of
such approval. Although we engaged PricewaterhouseCoopers LLP ("PWC"), the
Partnership's independent auditors, prior to July 30, the Partnership's Audit
Committee ratified the engagement of PWC to assist the Partnership in an
assessment of the risk management activities related to its Canadian
Operations. Through June 30, 2002, the Partnership paid to its independent
auditors approximately $0.4 million and $0.4 million in audit and non-audit
fees, respectively.

  Equity Compensation

   Significant attention has been focused on the accounting treatment for
equity based compensation, specifically with respect to expensing compensation
cost associated with options. In connection with the formation of the
partnership in 1998 and its initial public offering in November 1998, the
general partner adopted a long-term incentive plan for employees and directors
of our general partner and its affiliates who perform services for the
partnership. The long-term incentive plan consists of two components, a
restricted unit plan and a unit option plan. As of June 30, 2002, restricted
unit grants totaling approximately 1,050,000 units were outstanding under the
restricted unit plan. No options have been granted under the unit option plan
since inception. Upon vesting of grants under the restricted unit plan, the
partnership will record a charge to earnings equal to the fair market value of
such vested units.

   Separate from the partnership's long-term incentive program, certain owners
of the general partner contributed an aggregate of 450,000 subordinated units
to the general partner to provide a pool of units available for the grant of
options to management and key employees. As of June 30, 2002, approximately
367,500 options have been granted to employees and such options generally vest
in 25% increments upon achieving quarterly distribution levels on our units of
$0.525, $0.575, $0.625 and $0.675 ($2.10, $2.30, $2.50 and $2.70, annualized).
Because the exercise of the options will be satisfied out of units owned by the
general partner and will not result in dilution of units outstanding or cost to
the partnership, no expense will be recorded by the partnership upon vesting of
such options.

                                      31

Item 6 - Exhibits and Reports on Form 8-K

   A. Exhibits

10.01 Second Amended and Restated Agreement [Revolving Credit Facility] dated July 2, 2002, among
      Plains Marketing, L.P., All American Pipeline, L.P., Plains All American Pipeline, L.P., and Fleet
      National Bank and certain other lenders.

10.02 Second Amended and Restated Agreement [Letter of Credit and Hedged Inventory Facility] dated
      July 2, 2002, among Plains Marketing, L.P., All American Pipeline, L.P., Plains All American
      Pipeline, L.P., and Fleet National Bank and certain other lenders.

 99.1 Certification of Chief Executive Officer of Plains All American Pipeline, L.P. pursuant to 18 U.S.C.
      Section 1350.

 99.2 Certification of Chief Financial Officer of Plains All American Pipeline, L.P. pursuant to 18 U.S.C.
      Section 1350.

   B. Reports on Form 8-K.

      A current report on Form 8-K was filed on August 9, 2002, in connection with the certification by the
      Chief Executive Officer and the Chief Financial Officer pursuant to SEC Order 4-460.

      A current report on Form 8-K was filed on August 9, 2002, in connection with the acquisition of assets
      from Shell Pipeline Company, L.P. and Equilon Enterprises LLC.

      A current report on Form 8-K was furnished on July 24, 2002, in connection with Item 9 disclosure of
      third-quarter estimates and earnings guidance.

      A current report on Form 8-K was filed on May 24, 2002, attaching as an exhibit the Audited Balance
      Sheet of Plains AAP, L.P. as of December 31, 2001.

      A current report on Form 8-K was filed and furnished on May 7, 2002, in connection with Item 5 and
      Item 9 disclosure of earnings and earnings guidance.

      A current report on Form 8-K was furnished on May 6, 2002, in connection with Item 9 disclosure of
      the execution of a purchase and sale agreement and related press release.

      A current report on Form 8-K was furnished on April 19, 2002, in connection with Item 9 disclosure of
      our IPAA presentation.

      A current report on Form 8-K was furnished on April 5, 2002, in connection Item 9 disclosure of
      acquisition negotiations.

      A current report on Form 8-K was filed on March 14, 2002, attaching our Audited 2001 Financial
      Statements.

      A current report on Form 8-K/A was furnished on March 8, 2002, correcting the Form 8-K filed and
      furnished on March 6, 2002.

      A current report on Form 8-K was filed and furnished on March 6, 2002, in connection with Item 5
      and Item 9 disclosure of earnings and earnings guidance.

      A current report on Form 8-K was filed on March 1, 2002, attaching as an exhibit the Unaudited
      Balance Sheet of Plains AAP, L.P. as of September 30, 2001.

                                      32

                                  SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned and thereunto duly authorized.

                                          PLAINS ALL AMERICAN PIPELINE, L.P.

                                          By: PLAINS AAP, L.P., its general
                                            partner

                                          By: PLAINS ALL AMERICAN GP LLC,
                                             its general partner

Date: August 9, 2002
                                          By:  /s/ PHILLIP D. KRAMER
                                             -----------------------------------
                                             Phillip D. Kramer, Executive Vice
                                               President
                                             and Chief Financial Officer
                                             (Principal Financial and
                                               Accounting Officer)

Date: August 9, 2002
                                          By:   /s/ GREG L. ARMSTRONG
                                             -----------------------------------
                                             Greg L. Armstrong, Chairman of the
                                               Board,
                                             Chief Executive Officer and
                                               Director of Plains
                                             All American GP LLC (Principal
                                               Executive Officer)

                                      33

                                                                   EXHIBIT 10.01
================================================================================

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                           [Revolving Credit Facility]
             _______________________________________________________

                     PLAINS MARKETING, L.P., as US Borrower,
     ALL AMERICAN PIPELINE, L.P. and PLAINS ALL AMERICAN PIPELINE, L.P., as
                                   Guarantors,

                  FLEET NATIONAL BANK, as Administrative Agent,
           FLEET SECURITIES, INC., as Lead Arranger and Book Manager,
           WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent,
                 BANK OF AMERICA, N.A., as Documentation Agent,
BANK ONE, NA (MAIN OFFICE CHICAGO) and FORTIS CAPITAL CORP., as Senior Managing
                                    Agents,
                and CERTAIN FINANCIAL INSTITUTIONS, as US Lenders

                     $450,000,000 Revolving Credit Facility

                ________________________________________________

                  PMC (NOVA SCOTIA) COMPANY, as Term Borrower,
     ALL AMERICAN PIPELINE, L.P. and PLAINS ALL AMERICAN PIPELINE, L.P., as
                                  Guarantors,

                  FLEET NATIONAL BANK, as Administrative Agent,
           FLEET SECURITIES, INC., as Lead Arranger and Book Manager,
               and CERTAIN FINANCIAL INSTITUTIONS, as Term Lenders

                             $100,000,000 Term Loan

                ________________________________________________
                     PLAINS MARKETING, L.P., as US Borrower,
     ALL AMERICAN PIPELINE, L.P. and PLAINS ALL AMERICAN PIPELINE, L.P., as
                                  Guarantors,

                  FLEET NATIONAL BANK, as Administrative Agent,
           FLEET SECURITIES, INC., as Lead Arranger and Book Manager,
              and CERTAIN FINANCIAL INSTITUTIONS, as Term-B Lenders

                            $200,000,000 Term-B Loan

                ________________________________________________
          PLAINS MARKETING CANADA, L.P., as Canadian Revolver Borrower,
     ALL AMERICAN PIPELINE, L.P. and PLAINS ALL AMERICAN PIPELINE, L.P., as
                                  Guarantors,

                  FLEET NATIONAL BANK, as Administrative Agent,
           FLEET SECURITIES, INC., as Lead Arranger and Book Manager,
                     THE TORONTO-DOMINION BANK, as Canadian
                   Administration Agent, and CERTAIN FINANCIAL
                   INSTITUTIONS, as Canadian Revolver Lenders

                 $30,000,000 Canadian Revolving Credit Facility
             _______________________________________________________

                                  July 2, 2002

================================================================================

                                TABLE OF CONTENTS
                                                                            Page

                                        i

Schedules and Exhibits:

Schedule 1 - Lender Schedule
Schedule 2 - Disclosure Schedule
Schedule 3 - Security Schedule
Schedule 4 - Insurance Schedule
Schedule 5 - Pricing Grid

Exhibit A-1 - US Note
Exhibit A-2 - Canadian Revolver Note
Exhibit A-3 - Term Note
Exhibit A-4 - Term-B Note
Exhibit B-1 - US Borrowing Notice
Exhibit B-2 - Canadian Revolver Borrowing Notice
Exhibit C-1 - US Continuation/Conversion Notice
Exhibit C-2 - Canadian Revolver Continuation/Conversion Notice
Exhibit C-3 - Term Continuation/Conversion Notice
Exhibit C-4 - Term-B Continuation/Conversion Notice
Exhibit D - Certificate Accompanying Financial Statements
Exhibit E-1 - Opinion of In-House Counsel for Restricted Persons
Exhibit E-2 - Opinion of Fulbright & Jaworski L.L.P., Counsel for Restricted
              Persons
Exhibit E-3 - Opinion of Bennett Jones, Canadian Counsel for Restricted Persons
Exhibit F - Environmental Compliance Certificate
Exhibit G-1 - US Letter of Credit Application and Agreement
Exhibit G-2 - Canadian Letter of Credit Application and Agreement
Exhibit H - Assignment and Acceptance Agreement
Exhibit I - Intercreditor Agreement

                                       ii

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is made as of July 2,
2002 by and among PLAINS MARKETING, L.P., a Delaware limited partnership ("US
Borrower"), PMC (NOVA SCOTIA) COMPANY, a Nova Scotia unlimited liability company
("Term Borrower"), PLAINS MARKETING CANADA, L.P., an Alberta limited partnership
("Canadian Revolver Borrower"), ALL AMERICAN PIPELINE, L.P., a Texas limited
partnership ("All American"), PLAINS ALL AMERICAN PIPELINE, L.P. ("Plains MLP"),
a Delaware limited partnership, FLEET NATIONAL BANK, as administrative agent (in
such capacity, "Administrative Agent"), WACHOVIA BANK, NATIONAL ASSOCIATION, as
syndication agent (in such capacity, "Syndication Agent"), BANK OF AMERICA,
N.A., as documentation agent (in such capacity, "Documentation Agent"), BANK
ONE, NA (MAIN OFFICE CHICAGO) and FORTIS CAPITAL CORP., as Senior Managing
Agents, THE TORONTO-DOMINION BANK, as Canadian administration agent (in such
capacity, "Canadian Administration Agent") and FLEET SECURITIES, INC., as lead
arranger and book manager (in such capacity, "Lead Arranger and Book Manager")
and the Lenders referred to below. In consideration of the mutual covenants and
agreements contained herein the parties hereto agree as follows:

                               W I T N E S S E T H

     WHEREAS, US Borrower, Term Borrower, Canadian Revolver Borrower, All
American, Plains MLP, Administrative Agent, Canadian Administration Agent and
certain lenders named therein entered into that certain Amended and Restated
Credit Agreement [Revolving Credit Facility] dated May 4, 2001, as amended (the
"Existing Agreement"), providing for extensions of credit to US Borrower, Term
Borrower and Canadian Revolver Borrower, and

     WHEREAS, US Borrower, Term Borrower, Canadian Revolver Borrower, All
American and Plains MLP have requested that Administrative Agent, Canadian
Administration Agent and the lenders under the Existing Agreement renew and
restate the Loans and amend and restate the Existing Agreement on the terms and
conditions set forth herein;

     Accordingly, the parties hereto agree as follows:

                     ARTICLE I - Definitions and References

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

     "Administrative Agent" means Fleet National Bank, as Administrative Agent
hereunder, and its successors in such capacity.

     "Affiliate" means, as to any Person, each other Person that directly or
indirectly (through one or more intermediaries or otherwise) controls, is
controlled by, or is under common control

with, such Person. A Person shall be deemed to be "controlled by" any other
Person if such other Person possesses, directly or indirectly, power

          (a) to vote 5% or more of the securities (on a fully diluted basis)
     having ordinary voting power for the election of directors or managing
     general partners; or

          (b) to direct or cause the direction of the management and policies of
     such Person whether by contract or otherwise.

     "Affiliate Agreements" means the Crude Oil Marketing Agreement and the
Omnibus Agreement.

     "Agent" means any of the Administrative Agent or Canadian Administration
Agent.

     "Aggregate Percentage Share" means, with respect to a Lender, the
percentage obtained by dividing such Lender's Lender Commitment by the
Commitment.

     "Agreement" means this Credit Agreement.

     "All American" means All American Pipeline, L.P., a Texas limited
partnership.

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

     "Applicable Leverage Level" means the level set forth below that
corresponds to the ratio of (i) Consolidated Funded Indebtedness of Plains MLP
and its Subsidiaries to (ii) the Consolidated EBITDA for the applicable period
of four Fiscal Quarters (the "Leverage Ratio"):

  ===========================================================================

             Applicable
           Leverage Level                         Leverage Ratio
           --------------                         --------------
  ---------------------------------------------------------------------------
             Level I                   greater than or equal to 4.50 to 1.0
  ---------------------------------------------------------------------------
            Level II                   greater than or equal to 4.25 to 1.0
                                            but less than 4.50 to 1.0
  ---------------------------------------------------------------------------
            Level III                  greater than or equal to 4.00 to 1.0
                                            but less than 4.25 to 1.0
  ---------------------------------------------------------------------------
           Level IV                    greater than or equal to 3.50 to 1.0
                                          but less than 4.00 to 1.0
  ---------------------------------------------------------------------------

                                       2

  ----------------------------------------------------------------------------
         Level V                   greater than or equal to 3.00 to 1.0 but
                                            less than 3.50 to 1.0
  ----------------------------------------------------------------------------
         Level VI                  greater than or equal to 2.25 to 1.0 but
                                            less than 3.00 to 1.0

         Level VII                          less than 2.25 to 1.0
  ----------------------------------------------------------------------------

The Leverage Ratio (w) will be determined as of the date hereof based upon the
Initial Financial Statements identified in clause (iii) of the defined term
"Initial Financial Statements", (x) upon the Equilon Acquisition Closing Date,
will be determined based upon the Proforma Acquisition Statements, which
determination shall be effective from such date and thereafter until the end of
the Fiscal Quarter in which the Equilon Acquisition Closing Date shall have
occurred, provided, however, if Plains MLP shall have issued equity in an
issuance amount of at least $50,000,000 on or prior to the Equilon Acquisition
Closing Date, then the Proforma Acquisition Statements shall additionally
include the proforma effect of such issuance, and the application of the
proceeds therefrom, effective from and as of the Equilon Acquisition Closing
Date and thereafter until the end of the Fiscal Quarter in which the Equilon
Acquisition Closing Date shall have occurred, (y) if Plains MLP shall issue
equity in an issuance amount of at least $50,000,000 subsequent to the Equilon
Acquisition Closing Date, then the Leverage Ratio will be determined based upon
the proforma effect of such issuance, and the application of the proceeds
therefrom and, if applicable, the Proforma Acquisition Statements, from and as
of the date of such equity issuance and thereafter until the end of the Fiscal
Quarter in which such issuance shall have occurred, and (z) shall be determined
thereafter quarterly by Administrative Agent within two (2) Business Days after
Administrative Agent's receipt of Plains MLP's Consolidated financial statements
for the immediate preceding Fiscal Quarter based upon: (i) Consolidated Funded
Indebtedness as of the end of such Fiscal Quarter, and (ii) the Consolidated
EBITDA for the four Fiscal Quarters ending with such Fiscal Quarter. The
Applicable Leverage Level shall become effective upon such determination of the
Leverage Ratio by Administrative Agent and shall remain effective until the next
such determination by Administrative Agent of the Leverage Ratio. For purposes
of this definition "Applicable Leverage Ratio", the term "Proforma Acquisition
Statements" means the proforma Consolidated financial statements of Plains MLP,
after giving effect to the Equilon Acquisition, which are estimated as of March
31, 2002, which pro forma statements are based upon good faith estimates and
assumptions believed by Plains MLP to be reasonable at the time made, it being
recognized by the Lenders that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
periods covered by such financial information may differ from the projected
results set forth therein by a material amount.

     "Available Cash" has the meaning given such term in the Partnership
Agreement.

     "BA Discount Rate" means, in respect of a BA being accepted by a Canadian
Revolver Lender on any date, (i) for a Canadian Revolver Lender that is listed
in Schedule I to the Bank Act (Canada), the average bankers' acceptance rate as
quoted on Reuters CDOR page (or such other page as may, from time to time,
replace such page on that service for the purpose of displaying quotations for
bankers' acceptances accepted by leading Canadian financial institutions) at
approximately 10:00 a.m. (Toronto, Ontario time) on such drawdown date for
bankers' acceptances having a comparable maturity date as the maturity date of
such BA (the

                                       3

"CDOR Rate"); or, if such rate is not available at or about such time, the
average of the bankers' acceptance rates (expressed to five decimal places) as
quoted to the Canadian Administration Agent by the Schedule I BA Reference Banks
as of 10:00 a.m. (Toronto, Ontario time) on such drawdown date for bankers'
acceptances having a comparable maturity date as the maturity date of such BA;
and (ii) for a Canadian Revolver Lender that is listed in Schedule II to the
Bank Act (Canada) or a Canadian Revolver Lender that is listed in Schedule III
to the Bank Act (Canada) that is not subject to the restrictions and
requirements referred to in subsection 524 (2) of the Bank Act (Canada), the
rate established by the Canadian Administration Agent to be the lesser of (A)
the CDOR Rate plus 10 Basis Points and (B) the average of the bankers'
acceptance rates (expressed to five decimal places) as quoted to the Canadian
Administration Agent by the Schedule II BA Reference Banks as of 10:00 a.m.
(Toronto, Ontario time) on such drawdown date for bankers' acceptances having a
comparable maturity date as the maturity date of such BA.

     "BA Equivalent Advance" means a Canadian Revolver Advance provided
hereunder by a Canadian Revolver Lender in lieu of accepting and purchasing a BA
pursuant to Section 2B.8(f).

     "Bankers' Acceptance" or "BA" means a Canadian Dollar draft of Canadian
Revolver Borrower, for a term selected by Canadian Revolver Borrower of either
one, two, three or six months (as reduced or extended by Canadian Administration
Agent, acting reasonably, to allow the maturity thereof to fall on a Business
Day) payable in Canada.

     "Bankruptcy and Insolvency Act (Canada)" means the Bankruptcy and
Insolvency Act, S.C. 1992, c. 27, including the regulations made and, from time
to time, in force under that Act.

     "Base Rate Loan" means any US Base Rate Loan, Term Base Rate Loan, Term-B
Base Rate Loan, or Canadian Revolver Prime Rate Loan.

     "Borrowers"means, collectively, US Borrower, Term Borrower, and Canadian
Revolver Borrower, and their successor and assigns; "Borrower" means,
individually, any of such Persons.

     "Borrowing" means a borrowing of new Loans of a single Type pursuant to
Section 2A.2 or 2B.2 or a Continuation or Conversion of existing Loans into a
single Type (and, in the case of LIBOR Loans, with the same Interest Period)
pursuant to Section 2A.3, 2B.3, 2C.2, or 2D.2 or the acceptance or purchase by
Canadian Revolver Lenders of Bankers' Acceptances issued by Canadian Revolver
Borrower under Section 2B.8.

     "Borrowing Notice" means a written or telephonic request, or a written
confirmation, made by a Borrower which meets the requirements of Section 2A.2 or
2B.2.

     "Business Day" means: (i) with respect to Canadian Obligations, a Canadian
Business Day, and (ii) with respect to all other Obligations, a US Business Day.

     "Canadian Administration Agent" means The Toronto-Dominion Bank.

                                       4

     "Canadian Business Day" means any day, other than a Saturday, Sunday or day
which shall be in the Provinces of Ontario and Alberta a legal holiday or day on
which banking institutions are required or authorized to close.

     "Canadian Commitment Period" means the period from and including the date
hereof until the Canadian Revolver Maturity Date (or, if earlier, the day on
which the obligation of Canadian Revolver Lenders to make Canadian Revolver
Advances hereunder and the obligation of Canadian LC Issuer to issue Canadian
Letters of Credit hereunder has been terminated or the day on which any of the
Canadian Revolver Notes first becomes due and payable in full).

     "Canadian Dollars" and "C$" means the lawful currency of Canada.

     "Canadian LC Collateral" has the meaning given such term in Section
2B.17(a).

     "Canadian LC Issuer" means The Toronto-Dominion Bank in its capacity as the
issuer of Canadian Letters of Credit hereunder, and its successors in such
capacity. Canadian Administration Agent may, with the consent of Canadian
Revolver Borrower and the Canadian Revolver Lender in question, appoint any
Canadian Revolver Lender hereunder as a Canadian LC Issuer in place of or in
addition to The Toronto-Dominion Bank.

     "Canadian LC Obligations" means, at the time in question, the sum of all
Matured Canadian LC Obligations plus the maximum amounts which Canadian LC
Issuer might then or thereafter be called upon to advance under all Canadian
Letters of Credit then outstanding.

     "Canadian Lender Parties" means Canadian Administration Agent, Canadian LC
Issuer, and Canadian Revolver Lenders.

     "Canadian Letter of Credit" means any letter of credit issued by Canadian
LC Issuer hereunder at the application of Canadian Revolver Borrower.

     "Canadian Letter of Credit Fee Rate" means, on any day, the rate per annum
set forth on the Pricing Grid as the "Canadian LC Fee Rate" based on the
Applicable Leverage Level on such date. Changes in the applicable Canadian
Letter of Credit Fee Rate will occur automatically without prior notice as
changes in the Applicable Leverage Level occur. Administrative Agent will give
notice promptly to Canadian Administration Agent of any change (and its
effective date) in the Applicable Leverage Level, and Canadian Administration
Agent will in turn give notice promptly to Canadian Revolver Borrower and
Canadian Revolver Lenders of such change in the Applicable Leverage Level and
the applicable Canadian Letter of Credit Fee Rate.

     "Canadian Obligations" means all Liabilities from time to time owing by any
Restricted Person to any Lender Party under or pursuant to any of the Canadian
Revolver Advances, Canadian Revolver Notes and Canadian Letters of Credit,
including all Canadian LC Obligations owing thereunder, or under or pursuant to
any guaranty of the obligations of Canadian Revolver Borrower under the Loan
Documents, or under or pursuant to any Security Document which secures the
payment and performance of such Liabilities. "Canadian Obligation" means any
part of the Canadian Obligations.

                                       5

     "Canadian Revolver Advances" has the meaning given to such term in Section
2B.1.

     "Canadian Revolver Prime Rate" means on any day a fluctuating rate of
interest per annum equal to the higher of (i) the rate of interest per annum
most recently announced by Canadian Administration Agent as its reference rate
for Canadian Dollar commercial demand loans made to a Person in Canada; and (ii)
Canadian Administration Agent's discount rate for Bankers' Acceptances having a
maturity of one month plus the Canadian Revolver Prime Rate Margin plus one-half
percent (0.5%) per annum. Changes in the Canadian Revolver Prime Rate resulting
from changes in the foregoing described reference rate or discount rate shall
take place immediately without notice or demand of any kind.

     "Canadian Revolver Prime Rate Loan" means a Canadian Revolver Loan which
bears interest at a rate based upon the Canadian Revolver Prime Rate.

     "Canadian Revolver Prime Rate Margin" means, on any day, the percent per
annum set forth on the Pricing Grid as the "Canadian Revolver Prime Rate Margin"
based on the Applicable Leverage Level in effect on such date. Changes in the
applicable Canadian Revolver Prime Rate Margin will occur automatically without
prior notice as changes in the Applicable Leverage Level occur. Administrative
Agent will give notice promptly to Canadian Administration Agent of any change
(and its effective date) in the Applicable Leverage Level, and Canadian
Administration Agent will in turn give notice promptly to Canadian Revolver
Borrower and Canadian Revolver Lenders of such change in the Applicable Leverage
Level and the applicable Canadian Revolver Prime Rate Margin.

     "Canadian Revolver Borrower" means Plains Marketing Canada, L.P., an
Alberta limited partnership.

     "Canadian Revolver Commitment" means, in Canadian Dollars, the Dollar
Equivalent of $30,000,000. The Dollar Equivalent of each Canadian Revolver
Lender's Canadian Revolver Commitment shall be the amount set forth on the
Lender Schedule.

     "Canadian Revolver Commitment Fee Rate" means, on any day, the rate per
annum set forth on the Pricing Grid as the "Canadian Revolver Commitment Fee
Rate" based on the Applicable Leverage Level on such date. Changes in the
applicable Canadian Revolver Commitment Fee Rate will occur automatically
without prior notice as changes in the Applicable Leverage Level occur.
Administrative Agent will give notice promptly to Canadian Administration Agent
of any change (and its effective date) in the Applicable Leverage Level, and
Canadian Administration Agent will in turn give notice promptly to Canadian
Revolver Borrower and Canadian Revolver Lenders of such change in the Applicable
Leverage Level and the applicable Canadian Revolver Commitment Fee Rate.

     "Canadian Revolver Facility Usage" means, at the time in question, the
Dollar Equivalent of the aggregate amount of Canadian Revolver Advances and
Canadian LC Obligations then outstanding.

                                       6

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

     "Canadian Revolver Loans" has the meaning given such term in Section 2B.1
hereof.

     "Canadian Revolver Maturity Date" means April 30, 2005.

     "Canadian Revolver Notes" has the meaning given such term in Section 2B.1
hereof.

     "Canadian Subsidiaries" means each of Term Borrower and Canadian Revolver
Borrower, and each of their Subsidiaries, whether now owned or existing or
hereafter formed or acquired.

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

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

     "Cash and Carry Purchases" means purchases of Petroleum Products for
physical storage at a Plains Terminal or in storage or in transit in pipelines
Currently Approved by Majority Lenders which constitute Hedged Eligible
Inventory, as such terms are defined in the Marketing Credit Agreement.

     "Cash Equivalents" means Investments in:

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

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

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

                                       7

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

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

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

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

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

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

     (iv)  Plains MLP shall cease to be, directly or indirectly, the sole legal
and beneficial owner (as defined above) of all (a) equity interests of Plains
Newco LLC, (b) limited partner interests of US Borrower and All American, (c)
partner interests of Plains Marketing Canada, L.P. (other than the limited
partner interests of Plains Marketing Canada, L.P. that may be issued to CanPet
Energy Group (USA), Inc. or CanPet Energy Group Inc. as permitted under Section
7.4), or (d) capital stock of PMC (Nova Scotia) Company; or

     (v)   Neither General Partner nor Plains MLP shall continue to be, directly
or indirectly, the sole legal and beneficial owner of the general partner
interest in US Borrower and All American.

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

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

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

                                       8

     "Collateral" means all property of any kind which is subject to a Lien in
favor of Lenders (or in favor of Administrative Agent, Canadian Administration
Agent, or the collateral agent under the Intercreditor Agreement for the benefit
of Lenders) or which, under the terms of any

     Security Document, is purported to be subject to such a Lien, in each case
granted or created to secure all or part of the Obligations.

     "Commitment" means the sum of (a) the Canadian Revolver Commitment, plus
(b) the US Commitment, plus (c) the outstanding principal balance of the Term
Notes, plus (d) the outstanding principal balance of the Term-B Notes, in each
case as of the time of determination.

     "Companies' Creditors Arrangement Act (Canada)" means the Companies'
Creditors Arrangement Act, R.S.C. 1985, c. C-36, including the regulations made
and from time to time in force under that Act.

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

     "Consolidated EBITDA" means, for any period, the sum of (1) the
Consolidated Net Income of Plains MLP and its Subsidiaries during such period,
plus (2) all interest expense which was deducted in determining such
Consolidated Net Income for such period, plus (3) all income taxes (including
any franchise taxes to the extent based upon net income) which were deducted in
determining such Consolidated Net Income, plus (4) all depreciation,
amortization (including amortization of good will and debt issue costs) and
other non-cash charges (including any provision for the reduction in the
carrying value of assets recorded in accordance with GAAP) which were deducted
in determining such Consolidated Net Income, minus (5) all non-cash items of
income which were included in determining such Consolidated Net Income.

     "Consolidated Funded Indebtedness" means as of any date, the sum of the
following (without duplication): (i) all Indebtedness which is classified as
"long-term indebtedness" on a consolidated balance sheet of Plains MLP and its
Consolidated Subsidiaries prepared as of such date in accordance with GAAP and
any current maturities and other principal amount in respect of such
Indebtedness due within one year but which was classified as "long-term
indebtedness" at the creation thereof, (ii) indebtedness for borrowed money of
Plains MLP and its Consolidated Subsidiaries outstanding under a revolving
credit or similar agreement providing for borrowings (and renewals and
extensions thereof) over a period of more than one year, notwithstanding the
fact that any such borrowing is made within one year of the expiration of such
agreement, and (iii) Indebtedness in respect of Capital Leases of Plains MLP and
its Consolidated Subsidiaries; provided, however, Consolidated Funded
Indebtedness shall not include Indebtedness in respect of letters of credit,
Cash and Carry Purchases or margin deposits.

     "Consolidated Net Income" means, for any period, Plains MLP's and its
Subsidiaries' gross revenues for such period, including any cash dividends or
distributions actually received from any other Person during such period, minus
Plains MLP's and its Subsidiaries' expenses and

                                       9

other proper charges against income (including taxes on income, to the extent
imposed), determined on a Consolidated basis after eliminating earnings or
losses attributable to outstanding minority interests and excluding the net
earnings of any Person other than a Subsidiary in which Plains MLP or any of its
Subsidiaries has an ownership interest. Consolidated Net Income shall not
include (i) any gain or loss from the sale of assets, (ii) any extraordinary
gains or losses, or (iii) any non- cash gains or losses resulting from mark to
market activity as a result of the implementation of SFAS 133 or EITF 98-10. In
addition, Consolidated Net Income shall not include the cost or proceeds of
purchasing or selling options which are used to hedge future activity, until the
period in which such hedged future activity occurs.

     "Consolidated Net Worth" means the remainder of all Consolidated assets, as
determined in accordance with GAAP, of Plains MLP and its Subsidiaries minus the
sum of (i) Plains MLP's Consolidated liabilities, as determined in accordance
with GAAP, and (ii) the book value of any equity interests in any of Plains
MLP's Subsidiaries which equity interests are owned by a Person other than
Plains MLP or a Wholly Owned Subsidiary of Plains MLP. The effect of any
increase or decrease of net worth in any period as a result of items of income
or loss not reflected in the determination of net income but reflected in the
determination of comprehensive income (to the extent provided under GAAP as in
effect on the date hereof) shall be excluded in determining Consolidated Net
Worth.

     "Consolidated Secured Indebtedness" means any Consolidated Funded
Indebtedness secured in whole or in part by any Lien on any assets or properties
of Plains MLP or any of its Subsidiaries, including without limitation the
Obligations.

     "Continue", "Continuation" and "Continued" shall refer to (i) the
continuation pursuant to Section 2A.3, 2C.2, or 2D.2 hereof of a LIBOR Loan as a
LIBOR Loan from one Interest Period to the next Interest Period and (ii) a
rollover of a Banker's Acceptance at maturity.

     "Continuation/Conversion Notice" means a written or telephonic request, or
a written confirmation, made by a Borrower which meets the requirements of
Section 2A.3, 2B.3, 2C.2, or 2D.2.

     "Convert, "Conversion" and "Convert" refers to (i) a conversion pursuant to
Section 2A.3 of one Type of US Loan into another Type of US Loan, (ii) a
conversion pursuant to Section 2B.3 of one Type of Canadian Revolver Advance
into another Type of Canadian Revolver Advance, (iii) a conversion pursuant to
Section 2C.2 of one Type of Term Loan into another Type of Term Loan, and (iv) a
conversion pursuant to Section 2D.2 of one Type of Term-B Loan into another Type
of Term-B Loan.

     "Crude Oil Marketing Agreement" means that certain Crude Oil Marketing
Agreement among Resources, Plains Illinois Inc., Stocker Resources, L.P.,
Arguello Inc. and Borrower dated November 23, 1998.

     "Current Trading Month" has the meaning given that term in Section 7.15.

                                       10

     "Currently Approved by Majority Lenders" means such Person (including a
limit on the maximum credit exposure to any such Person), storage location,
pipeline, form of Letter of Credit or other matter as the case may be, as
reflected in the most recent written notice given by Administrative Agent to
Borrower as being approved by Majority Lenders. Each such written notice will
supersede and revoke each prior notice.

     "Debt Coverage Ratio" shall have the meaning given that term in Section
7.12.

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

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

          (a) the US LIBOR Rate plus (i) the US LIBOR Rate Margin then in effect
     for each US LIBOR Loan (up to the end of the applicable Interest Period),
     (ii) the Term LIBOR Rate Margin then in effect for each Term LIBOR Loan (up
     to the end of the applicable Interest Period), or (iii) the Term-B LIBOR
     Rate Margin then in effect for each Term-B LIBOR Loan (up to the end of the
     applicable Interest Period),

          (b) the US Base Rate plus (i) the US Base Rate Margin then in effect
     for each US Base Rate Loan, (ii) the Term Base Rate Margin then in effect
     for each Term Base Rate Loan, or (iii) the Term-B Base Rate Margin then in
     effect for each Term-B Base Rate Loan, or

          (c) the Canadian Revolver Prime Rate plus the Canadian Revolver Prime
     Rate Margin for each Canadian Revolver Prime Rate Loan;

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

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

     "Depository Bills and Notes Act (Canada)" means the Depository Bills and
Notes Act (Canada), R.S.C. 1998, c. 13, including the regulations made and, from
time to time, in force under that Act.

     "Disclosure Schedule" means Schedule 2 hereto.

                                       11

     "Discount Proceeds" means, in respect of each Bankers' Acceptance, funds in
an amount which is equal to:

                   Face Amount
                   -----------
                   1 + (Rate x Term)
                        -----------
                            365

(where "Face Amount" is the principal amount of the Bankers' Acceptance being
purchased, "Rate" is the BA Discount Rate divided by 100 and "Term" is the
number of days in the term of the Bankers' Acceptance.)

     "Dollar Equivalent" of any amount of any currency at any date means (i) if
such currency is Dollars, the amount of such currency, or (ii) if such currency
is Canadian Dollars, the equivalent in Dollars of such amount of such currency
based upon the rate of exchange for such conversion as quoted by the Bank of
Canada at approximately 12:00 noon, Toronto time (or, if not so quoted, the spot
rate of exchange quoted for wholesale transactions made by Administrative Agent)
on the date on or as of which such amount is to be determined.

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

     "Effective Time" shall have the meaning given that term in Section 10.15.

     "Eligible Transferee" means a Person which either (a) is a Lender, or (b)
is consented to as an Eligible Transferee by Administrative Agent and, so long
as no Default or Event of Default is continuing, by the relevant Borrower, which
consents in each case will not be unreasonably withheld (provided that no Person
organized outside the United States may be an Eligible Transferee with respect
to US Obligations if US Borrower or Term Borrower would be required to pay
withholding taxes on interest or principal owed to such Person and, provided
that no Person organized outside Canada may be an Eligible Transferee with
respect to Canadian Obligations if Canadian Revolver Borrower would be required
to pay withholding taxes on interest or principal owed to such Person).

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

     "Equilon Acquisition" means the acquisition by Plains MLP or any one or
more other Restricted Persons that is a permitted assign under the Equilon
Acquisition Documents of certain assets from Shell Pipeline Company LP (f/k/a
Equilon Pipeline Company LLC) and Equilon Enterprises LLC dba Shell Oil Products
US pursuant to the Equilon Acquisition Documents, as previously disclosed by US
Borrower to Administrative Agent and Lenders.

                                       12

     "Equilon Acquisition Documents" means that certain Purchase and Sale
Agreement dated May 2, 2002 among Shell Pipeline Company LP (f/k/a Equilon
Pipeline Company LLC) and Equilon Enterprises LLC dba Shell Oil Products US as
sellers, and Plains MLP as buyer, and the title transfer documents and all other
agreements or instruments executed and delivered by such parties in connection
therewith to consummate the Equilon Acquisition.

     "Equilon Acquisition Closing Date" means the date on which the Equilon
Acquisition shall have been consummated in accordance with the terms of the
Equilon Acquisition Documents.

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

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

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

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

     "Existing Agreement" has the meaning given in the recitals hereto.

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

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

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

     "Floating Price Contract" has the meaning given that term in Section 7.15.

     "GAAP" means those generally accepted accounting principles and practices
which are recognized as such by the Financial Accounting Standards Board (or any
generally recognized

                                       13

successor) and which, in the case of Plains MLP and its Consolidated
Subsidiaries, are applied for all periods after the date hereof in a manner
consistent with the manner in which such principles and practices were applied
to the Initial Financial Statements. If any change in any accounting principle
or practice is required by the Financial Accounting Standards Board (or any such
successor) in order for such principle or practice to continue as a generally
accepted accounting principle or practice, all reports and financial statements
required hereunder with respect to Plains MLP or with respect to Plains MLP and
its Consolidated Subsidiaries may be prepared in accordance with such change,
but all calculations and determinations to be made hereunder may be made in
accordance with such change only after notice of such change is given to each
Lender and Majority Lenders agree to such change insofar as it affects the
accounting of Plains MLP or of Plains MLP and its Consolidated Subsidiaries.

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

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

     "Guarantors" means Plains MLP and all of its Subsidiaries, other than
3794865 Canada Ltd. (including All American but excluding US Borrower with
respect to the US Commitment and the Term-B Loan, Term Borrower with respect to
the Term Loan, and Canadian Revolver Borrower with respect to the Canadian
Obligations) and any other Person who has guaranteed some or all of the
Obligations and who has been accepted by Administrative Agent as a Guarantor or
any Subsidiary of Plains MLP which now or hereafter executes and delivers a
guaranty to Administrative Agent pursuant to Section 6.17.

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

     "Hedging Contract" means (a) any agreement providing for options, swaps,
floors, caps, collars, forward sales or forward purchases involving interest
rates, commodities or commodity prices, equities, currencies, bonds, or indexes
based on any of the foregoing, (b) any option, futures or forward contract
traded on an exchange, and (c) any other derivative agreement or other similar
agreement or arrangement, excluding in each case for purposes of Section 7.3
only, any such agreement or contract covering Petroleum Products.

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

     "Incentive and Option Plans" means the Plains All American GP LLC 1998
Long-Term Incentive Plan as in effect on the date hereof, the Plains All
American Inc. Management

                                       14

Incentive Plan as in effect on the date hereof and those certain Transaction
Grant Agreements disclosed in writing to Administrative Agent prior to the date
of this Agreement.

     "Income Tax Act (Canada)" means the Income Tax Act, R.S.C. 1985 c. 1 (fifth
supplement), including the regulations made and, from time to time, in force
under that Act.

     "Indebtedness" of any Person means its Liabilities (without duplication) in
any of the following categories:

     (a) Liabilities for borrowed money,

     (b) Liabilities constituting an obligation to pay the deferred purchase
price of property or services, other than contingent purchase price or similar
obligations incurred in connection with an acquisition and not yet earned or
determinable.

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

     (d) Liabilities (other than reserves for taxes and reserves for contingent
obligations) which (i) would under GAAP be shown on such Person's balance sheet
as a liability and (ii) are payable more than one year from the date of creation
or incurrence thereof,

     (e) Liabilities arising under Hedging Contracts (on a net basis to the
extent netting is provided for in the applicable Hedging Contract),

     (f) Liabilities constituting principal under Capital Leases,

     (g) Liabilities arising under conditional sales or other title retention
agreements,

     (h) Liabilities owing under direct or indirect guaranties of Liabilities of
any other Person or otherwise constituting obligations to purchase or acquire or
to otherwise protect or insure a creditor against loss in respect of Liabilities
of any other Person (such as obligations under working capital maintenance
agreements, agreements to keep-well, or agreements to purchase Liabilities,
assets, goods, securities or services), but excluding endorsements in the
ordinary course of business of negotiable instruments in the course of
collection,

     (i) Liabilities consisting of an obligation to purchase or redeem
securities or other property, if such Liabilities arises out of or in connection
with the sale or issuance of the same or similar securities or property (for
example, repurchase agreements, mandatorily redeemable preferred stock and
sale/leaseback agreements),

     (j) Liabilities with respect to letters of credit or applications or
reimbursement agreements therefor,

     (k) Liabilities with respect to banker's acceptances, or

                                       15

      (l)   Liabilities with respect to obligations to deliver goods or services
in consideration of advance payments therefor;

provided, however, that the "Indebtedness" of any Person shall not include
Liabilities that were incurred in the ordinary course of business by such Person
on ordinary trade terms to vendors, suppliers, or other Persons providing goods
and services for use by such Person in the ordinary course of its business,
unless and until such Liabilities are outstanding more than 120 days after the
date the respective goods are delivered or the respective services are rendered,
other than Liabilities contested in good faith by appropriate proceedings, if
required, and for which adequate reserves are maintained on the books of such
Person in accordance with GAAP.

      "Initial Financial Statements" means (i) the audited Consolidated
financial statements of Plains MLP as of December 31, 2001, (ii) the unaudited
consolidating balance sheet and income statement of Plains MLP as of December
31, 2001, (iii) the unaudited Consolidated and consolidating balance sheet and
income statement of Plains MLP as of March 31, 2002 and (iv) the unaudited pro
forma Consolidated balance sheet of Plains MLP as of December 31, 2001, after
giving effect to the Equilon Acquisition.

      "Insurance Schedule" means Schedule 4 attached hereto.

      "Intercreditor Agreement" means that certain Intercreditor Agreement of
even date herewith among Administrative Agent, the Lenders and the other Lender
Parties, and the "Administrative Agent", the "Lenders" and the "LC Issuer" under
the Marketing Credit Agreement substantially in the form of Exhibit I hereto.

      "Interest Act (Canada)" means the Interest Act, R.S.C. 1985, c. I-15,
including the regulations made and, from time to time, in force under that Act.

      "Interest Expense" means, with respect to any period, the sum (without
duplication) of the following (in each case, eliminating all offsetting debits
and credits between Plains MLP and its Subsidiaries and all other items required
to be eliminated in the course of the preparation of Consolidated financial
statements of Plains MLP and its Subsidiaries in accordance with GAAP): (a) all
interest and commitment fees in respect of Indebtedness of Plains MLP or any of
its Subsidiaries (including imputed interest on Capital Lease Obligations) which
are accrued during such period and whether expensed in such period or
capitalized; plus (b) all fees, expenses and charges in respect of letters of
credit issued for the account of Plains MLP or any of its Subsidiaries, which
are accrued during such period and whether expensed in such period or
capitalized. The determination of Interest Expense for the Fiscal Quarter ended
March 31, 2000 shall exclude (i) interest and fees under the Paribas Linefill
Financing (as defined in the Existing Agreement), and (ii) interest paid under
the All American Agreement (as defined in the Existing Agreement) with respect
to a principal amount equal to the net proceeds applied from the assets sold
pursuant to the El Paso Longline Sale Agreement (as defined in the Existing
Agreement).

      "Interest Payment Date" means (a) with respect to each Base Rate Loan, the
last day of each March, June, September and December beginning June 30, 2001,
and (b) with respect to each LIBOR Loan, the last day of the Interest Period
that is applicable thereto and, if such

                                       16

Interest Period is six, or twelve months in length, the dates specified by
Administrative Agent which are approximately three, six, and nine months (as
appropriate) after such Interest Period begins; provided that the last Business
Day of each calendar month shall also be an Interest Payment Date for each such
Loan so long as any Event of Default exists under Section 8.1 (a) or (b).

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

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

      "Judgment Interest Act (Alberta)" means the Judgment Interest Act, S.A.
1984 c. J-O.5, including the regulations made and, from time to time, in force
under that Act.

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

      "LC Application" means any application for a Letter of Credit hereafter
made by US Borrower or Canadian Revolver Borrower to US LC Issuer or Canadian LC
Issuer.

      "LC Obligations" means: (i) with respect to US Lenders, US LC Obligations,
and (ii) with respect to Canadian Revolver Lenders, Canadian LC Obligations.

      "Lender Commitment" means, with respect to a Lender, the sum of (a) the
greater of (i) such Lender's Canadian Revolver Commitment, and (ii) such
Lender's portion of the Canadian Facility Usage, plus (b) the greater of (i)
such Lender's US Commitment and (ii) such Lender's US Facility Usage, plus (c)
the outstanding principal balance of such Lender's Term Note, plus

                                       17

(d) the outstanding principal balance of such Lender's Term-B Note, in each case
as of the time of determination.

      "Lender Parties" means Administrative Agent, US LC Issuer, Canadian
Administration Agent, Canadian LC Issuer, and all Lenders.

      "Lenders" means, collectively, the US Lenders, the Term Lenders, the
Term-B Lenders, and the Canadian Revolver Lenders.

      "Lender Schedule" means Schedule 1 hereto.

      "Letter of Credit" means any letter of credit issued by US LC Issuer
hereunder or under the Existing Agreement or any letter of credit issued by
Canadian LC Issuer hereunder at the application of US Borrower or Canadian
Revolver Borrower.

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

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

      "Lien" means, with respect to any property or assets, any right or
interest therein of a creditor to secure Liabilities owed to it or any other
arrangement with such creditor which provides for the payment of such
Liabilities out of such property or assets or which allows such creditor to have
such Liabilities satisfied out of such property or assets prior to the general
creditors of any owner thereof, including any lien, mortgage, security interest,
pledge, deposit, production payment, rights of a vendor under any title
retention or conditional sale agreement or lease substantially equivalent
thereto, tax lien, mechanic's or materialman's lien, or any other charge or
encumbrance for security purposes, whether arising by Law or agreement or
otherwise, but excluding any right of offset which arises without agreement in
the ordinary course of business. "Lien" also means any filed financing
statement, any registration of a pledge (such as with an issuer of
uncertificated securities), or any other arrangement or action which would serve
to perfect a Lien described in the preceding sentence, regardless of whether
such financing statement is filed, such registration is made, or such
arrangement or action is undertaken before or after such Lien exists.

      "Loan Documents" means this Agreement, the Notes, the Security Documents,
the Letters of Credit, the LC Applications, the BAs, the Hedging Contracts
described in Sections 2A.14, 2B.18 and 2C.5, and all other agreements,
certificates, documents, instruments and writings at any time delivered in
connection herewith or therewith (exclusive of term sheets and commitment
letters).

      "Loans" means, collectively, the Term Loans, the Canadian Revolver
Advances, the US Loans, and the Term-B Loans.

                                       18

      "Majority Lenders" means Lenders whose Aggregate Percentage Shares exceed
sixty-six and two thirds percent (66_%).

      "Marketing Credit Agreement" means that certain Second Amended and
Restated Credit Agreement [Letter of Credit and Hedged Inventory Facility] of
even date herewith among US Borrower, All American and Plains MLP as guarantors,
and the agents and financial institutions as lenders named therein.

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

      "Matured LC Obligations" means the sum of all Matured Canadian LC
Obligations and Matured US LC Obligations.

      "Matured Canadian LC Obligations" means all amounts paid by Canadian LC
Issuer on drafts or demands for payment drawn or made under or purported to be
under any Canadian Letter of Credit and all other amounts due and owing to
Canadian LC Issuer under any LC Application for any such Canadian Letter of
Credit, to the extent the same have not been repaid to Canadian LC Issuer (with
the proceeds of Loans or otherwise).

      "Matured US LC Obligations" means all amounts paid by US LC Issuer on
drafts or demands for payment drawn or made under or purported to be under any
US Letter of Credit and all other amounts due and owing to US LC Issuer under
any LC Application for any such US Letter of Credit, to the extent the same have
not been repaid to US LC Issuer (with the proceeds of Loans or otherwise).

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

      "Net Proceeds" means with respect to any Bankers' Acceptance, the Discount
Proceeds less the amount equal to the applicable Stamping Fee Rate multiplied by
the face amount of such Bankers' Acceptance.

      "Notes" means, collectively, the Term Notes, the Term-B Notes, the
Canadian Revolver Notes, and the US Notes.

      "NYMEX" means the New York Mercantile Exchange.

      "Obligations" means, collectively, the US Obligations, the Canadian
Obligations, and all other Liabilities from time to time owing by any Restricted
Person to any Lender Party under or pursuant to any of the Loan Documents,
including all US LC Obligations, all Canadian LC Obligations and Liabilities
arising under Hedging Contracts that are included in Loan Documents.
"Obligation" means any part of the Obligations.

                                       19

      "Offsetting Position" means (i) any offsetting sale or purchase agreement,
(ii) an offsetting NYMEX contract, (iii) an offsetting physical inventory
position (excluding tank bottoms and pipeline linefill inventory classified as a
long term asset and working inventory not held for resale), (iv) for any month
subsequent to the Current Trading Month, up to fifteen percent (15%) of crude
oil lease purchase volumes purchased in such Current Trading Month under 30-day
evergreen floating price contracts, (v) unused physical storage capacity at
Plains Terminals in the relevant period, or (vi) an offsetting swap, collar or
option contract, in each case eliminating price risk and substantially all basis
risk.

      "Omnibus Agreement" means that certain Omnibus Agreement between
Resources, Plains MLP, US Borrower, All American and General Partner dated
November 23, 1998.

      "Open Position" means, with respect to Petroleum Products inventory or
Petroleum Products purchase or sale contracts, any position that does not have
an Offsetting Position.

      "Partnership Agreement" means the Second Amended and Restated Agreement of
Limited Partnership of Plains MLP dated November 23, 1998.

      "Percentage Share" means:

      (a) with respect to US Loans and US Lenders, the percentage shown as each
US Lender's "US Percentage Share" on the Lender Schedule,

      (b) with respect to Term Loans and Term Lenders, the percentage shown as
each Term Lender's "Term Percentage Share" on the Lender Schedule,

      (c) with respect to Term-B Loans and Term-B Lenders, the percentage shown
as each Term-B Lender's "Term-B Percentage Share" on the Lender Schedule, and

      (d) with respect to Canadian Revolver Advances and Canadian Revolver
Lenders, the percentage shown as each Canadian Revolver Lender's "Canadian
Revolver Percentage Share" on the Lender Schedule.

      "Permitted Acquisitions" means (A) the acquisition of the capital stock or
other equity interest in a Person whose business, assets and operations consist
of Petroleum Products and/or gas marketing, gathering, transportation, storage,
terminaling and pipeline operation; provided, if a Restricted Person acquires
less than all of the capital stock or other equity interest acquired, such
business, assets and operations shall consist of transportation, storage,
terminaling and/or pipeline operations and associated gathering assets, or (B)
the acquisition of all or a portion of a line of business or the business,
assets or operations of a Person (whether in a single transaction or a series of
related transactions) consisting of Petroleum Products and/or gas marketing,
gathering, transportation, storage, terminaling and pipeline operation;
provided, if a Restricted Person acquires less than all of the ownership
interest of the business, assets or operations acquired, such business, assets
and operations shall consist of transportation, storage, terminaling and/or
pipeline operations and associated gathering assets; provided, further, in each
case under

                                       20

clauses (A) and (B) above (i) prior to and after giving effect to
such acquisition no Default or Event of Default shall have occurred and be
continuing; and (ii) all representations and warranties shall be true and
correct as if restated immediately following the consummation of such
acquisition, except to the extent that any such representation or warranty was
made as of a specific date or updated, modified or supplemented as of a
subsequent date with the consent of Majority Lenders.

        "Permitted Canadian Inventory Liens" means any Lien, and the amount of
any Liability secured thereby, on Petroleum Products inventory which would be a
Permitted Lien under Section 7.2(b) (so long as such Lien is inchoate) or
Section 7.2(d).

        "Permitted Investments" means:

        (a) Cash Equivalents,

        (b) Investments described in the Disclosure Schedule,

        (c) Investments by Plains MLP or any of its Subsidiaries in (1) any
Wholly Owned Subsidiary of Plains MLP which is (or substantially
contemporaneously with such Investment will become) a Borrower or a Guarantor,
or (2) any business, asset or operation which is (or contemporaneously with such
Investment becomes) wholly-owned by Plains MLP or any Wholly Owned Subsidiary of
Plains MLP which is (or substantially contemporaneously with such Investment
will become) a Borrower or a Guarantor,

        (d) Investments in publicly traded units of master limited partnerships
whose dividends are "qualifying income" as such term is defined in Section 7704
of the Code (provided, the amount of any such Investments under this clause (d)
minus any amounts received on such Investments (excluding dividends thereon)
shall not at any time exceed the Dollar Equivalent of $5,000,000),

        (e) Permitted Acquisitions,

        (f) Investments by Plains MLP or any of its Subsidiaries in (i) any
Person owning transportation, terminaling, storage and/or pipeline assets and
associated gathering assets in which Plains MLP or any Wholly Owned Subsidiary
of Plains MLP owns, directly or indirectly, less than all of the capital stock
or other equity interest, or (ii) transportation, terminaling, storage and/or
pipeline assets and associated gathering assets in which Plains MLP or any
Wholly Owned Subsidiary of Plains MLP owns, directly or indirectly, less than
all of the ownership interest therein, such Investments under clauses (i) and
(ii) above in an aggregate amount not to exceed at any one time outstanding (A)
the Dollar Equivalent of $35,000,000 minus (B) any outstanding Indebtedness
under Section 7.1(f)(ii)(B),

        (g) subject to Section 7.16(d), Investments directly or indirectly by
Restricted Persons in Unrestricted Subsidiaries (i) consisting of Qualified
Equity Proceeds, and (ii) Investments other than Qualified Equity Proceeds in an
aggregate amount not to exceed, at any one time outstanding, the Dollar
Equivalent of $100,000,000; for calculation purposes hereof: (1) any

                                       21

return on investment from any Unrestricted Subsidiary shall reduce the aggregate
outstanding Investments subject to the limitation set forth in clause (ii) by an
amount equal to the Non-Equity Investment to Total Investment Ratio times such
investment return (e.g., if an Unrestricted Subsidiary is capitalized with
$100,000,000, $40,000,000 of which is Qualified Equity Proceeds and $60,000,000
of which is subject to the limitation set forth in clause (ii), and $10,000,000
is returned by such Unrestricted Subsidiary, the $60,000,000 subject to clause
(ii) would be reduced by 6/10ths or $6,000,000 of such return); (2) in the event
any Unrestricted Subsidiary is designated a Restricted Person pursuant to
Section 7.16, executes and delivers Security Documents pursuant to Section 6.14
and becomes a Guarantor pursuant to Section 6.17, the aggregate outstanding
Investments subject to the limitation set forth in clause (ii) shall be reduced
by the lesser of (i) Investments in such redesignated Subsidiary not
constituting Qualified Equity Proceeds and (ii) the Non-Equity Investment to
Total Investment Ratio times the fair market value of such redesignated
Subsidiary as of the date of such designation as a Restricted Person, as
reasonably determined by US Borrower; as used herein, "Qualified Equity
Proceeds" means proceeds of private or public offerings of equity securities by
Restricted Persons after January 31, 2002 that within three months after the
receipt thereof are (1) contributed as capital to one or more specified
Unrestricted Subsidiaries, or (2) expressly designated as funds to be
contributed as capital to one or more specified Unrestricted Subsidiaries, and
are contributed pursuant to such designation within six months after such
designation, and "Non-Equity Investment to Total Investment Ratio" means with
respect to any Unrestricted Subsidiary, the ratio of (I) Investments in such
Unrestricted Subsidiary not constituting Qualified Equity Proceeds to (II) all
Investments in such Unrestricted Subsidiary, and

        (h) other Investments, excluding Investments in Unrestricted
Subsidiaries, such other Investments not to exceed in the aggregate in respect
of all Restricted Persons the Dollar Equivalent of $10,000,000.

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

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

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

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

        "Plains Newco LLC" means a Delaware limited liability company or other
entity that is wholly-owned, directly or indirectly, by Plains MLP that is or
may become the general partner of US Borrower and All American.

        "Plains Terminal" means any storage terminal, tankage or facility owned
by any Restricted Person.

        "Pricing Grid" means Schedule 5 attached hereto.

                                       22

        "Private/Public Debt Issuance Date" means the issue date of
Indebtedness described in Section 7.1(g) in an aggregate amount not less than
$150,000,000.

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

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

        "Resources" means Plains Resources Inc., a Delaware corporation.

        "Restriction Exception" means (i) any instrument governing Indebtedness
or equity interests, or any other agreement relating to any property or assets,
of a Person whose capital stock or other equity interests are partially acquired
by a Restricted Person pursuant to a Permitted Acquisition, as such instrument
or agreement is in effect at the time of such acquisition (except with respect
to Indebtedness incurred in connection with, or in contemplation of, such
acquisition), which is not applicable to any Restricted Person, or the property
or assets of any Restricted Person, other than the partially-acquired Person, or
the property or assets of such partially-acquired Person or such
partially-acquired Person's Subsidiaries; provided that in the case of
Indebtedness, such Indebtedness is permitted hereunder, or (ii) provisions with
respect to the disposition or distribution of assets in joint venture agreements
or other similar agreements entered into in the ordinary course of business.

        "Restricted Person" means any of Plains MLP and each Subsidiary of
Plains MLP, including but not limited to US Borrower, All American, Term
Borrower, Canadian Revolver Borrower and each Subsidiary of US Borrower, All
American, Term Borrower, and Canadian Revolver Borrower, but excluding, for the
avoidance of doubt, Unrestricted Subsidiaries.

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

        "Schedule I BA Reference Banks" means the Lenders listed in Schedule I
to the Bank Act (Canada) as are, at such time, designated by Canadian
Administration Agent, with the prior consent of Canadian Revolver Borrower
(acting reasonably), as the Schedule I BA Reference Banks.

        "Schedule II BA Reference Banks" means the Lenders listed in Schedule
II to the Bank Act (Canada) as are, at such time, designated by Canadian
Administration Agent, with the prior consent of Canadian Revolver Borrower
(acting reasonably,) as the Schedule II BA Reference Banks.

        "Secured Debt Coverage Ratio" shall have the meaning given that term in
Section 7.12.

        "Security Documents" means the instruments listed in the Security
Schedule and all other security agreements, deeds of trust, mortgages, chattel
mortgages, pledges, guaranties, financing statements, continuation statements,
extension agreements and other agreements or instruments

                                       23

now, heretofore, or hereafter delivered by any Restricted Person to
Administrative Agent in connection with this Agreement or any transaction
contemplated hereby to secure or guarantee the payment of any part of the
Obligations or the performance of any Restricted Person's other duties and
obligations under the Loan Documents.

        "Security Schedule" means Schedule 3 hereto.

        "Stamping Fee Rate" means the rate per annum set forth on the Pricing
Grid as the "Stamping Fee Rate" based on the Applicable Leverage Level on such
date, provided that during a Default Rate Period, the Stamping Fee Rate shall be
increased by two percent (2%). Changes in the applicable Stamping Fee Rate will
occur automatically without prior notice as changes in the Applicable Leverage
Level occur and shall be effective with respect to BA's issued on and after such
change, but shall not apply with respect to any outstanding BA's. Administrative
Agent will give notice promptly to Canadian Administration Agent of any change
(and its effective date) in the Applicable Leverage Level, and Canadian
Administration Agent will in turn give notice promptly to Canadian Revolver
Borrower and Canadian Revolver Lenders of such change in the Applicable Leverage
Level and the applicable Stamping Fee Rate.

        "Subsidiary" means, with respect to any Person, any corporation,
association, partnership, limited liability company, joint venture, or other
business or corporate entity, enterprise or organization which is directly or
indirectly (through one or more intermediaries) controlled or owned more than
fifty percent by such Person; provided, however, that no Unrestricted Subsidiary
shall be deemed a "Subsidiary" of Plains MLP or any Subsidiary of Plains MLP for
purposes of any Loan Document except as provided in Section 7.16.

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

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

        "Term Borrower" means PMC (Nova Scotia) Company, a Nova Scotia
unlimited liability company.

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

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

        "Term LIBOR Rate Margin" means, on any day, the percent per annum set
forth on the Pricing Grid as the "Term LIBOR Rate Margin" based on the
Applicable Leverage Level in

                                       24

effect on such date. Changes in the applicable Term LIBOR Rate Margin will occur
automatically without prior notice as changes in the Applicable Leverage Level
occur. Administrative Agent will give notice promptly to Term Borrower and Term
Lenders of changes in the Term LIBOR Rate Margin.

        "Term Loan" has the meaning given such term in Section 2C.1 hereof.

        "Term Loan Maturity Date" means May 5, 2006.

        "Term Notes" has the meaning given such term in Section 2C.1 hereof.

        "Term-B Base Rate Loan" means a Term-B Loan which does not bear
interest at a rate based upon the US LIBOR Rate.

        "Term-B Base Rate Margin" means, on any day, the percent per annum set
forth on the Pricing Grid as the "Term-B Base Rate Margin" based on the
Applicable Leverage Level in effect on such date. Changes in the applicable
Term-B Base Rate Margin will occur automatically without prior notice as changes
in the Applicable Leverage Level occur. Administrative Agent will give notice
promptly to US Borrower and Term-B Lenders of changes in the Term-B Base Rate
Margin.

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

        "Term-B LIBOR Loan" means a Term-B Loan that bears interest at a rate
based upon the US LIBOR Rate.

        "Term-B LIBOR Rate Margin" means, on any day, the percent per annum set
forth on the Pricing Grid as the "Term-B LIBOR Rate Margin" based on the
Applicable Leverage Level in effect on such date. Changes in the applicable
Term-B LIBOR Rate Margin will occur automatically without prior notice as
changes in the Applicable Leverage Level occur. Administrative Agent will give
notice promptly to US Borrower and Term-B Lenders of changes in the Term-B LIBOR
Rate Margin.

        "Term-B Loan" has the meaning given such term in Section 2D.1 hereof.

        "Term-B Loan Maturity Date" means September 21, 2007.

        "Term-B Notes" has the meaning given such term in Section 2D.1 hereof.

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

                                       25

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

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

     "Type" means, with respect to any Loans, the characterization of such Loans
as US Base Rate Loans, Term Base Rate Loans, Term-B Base Rate Loans, Canadian
Revolver Prime Rate Loans, US LIBOR Loans, Term LIBOR Loans, Term-B LIBOR Loans
or Bas.

     "Unrestricted Subsidiary" shall have the meaning given it in Section 7.16.

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

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

     "US Base Rate Margin" means the percent per annum set forth on the Pricing
Grid as the "US Base Rate Margin" based on the Applicable Leverage Level in
effect on such date. Changes in the applicable US Base Rate Margin will occur
automatically without prior notice as changes in the Applicable Leverage Level
occur. Administrative Agent will give notice promptly to US Borrower and US
Lenders of changes in the US Base Rate Margin.

     "US Borrower" means Plains Marketing, L.P., a Delaware limited partnership.

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

     "US Commitment" means $450,000,000. Each US Lender's US Commitment shall be
the amount set forth on the Lender Schedule.

     "US Commitment Fee Rate" means, on any day, the rate per annum set forth on
the Pricing Grid as the "US Commitment Fee Rate" based on the Applicable
Leverage Level on such

                                       26

date. Changes in the applicable US Commitment Fee Rate will occur automatically
without prior notice as changes in the Applicable Leverage Level occur.
Administrative Agent will give notice promptly to US Borrower and US Lenders of
changes in the US Commitment Fee Rate.

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

     "US Facility Usage" means, at the time in question, the aggregate amount of
US Loans and US LC Obligations outstanding at such time.

     "US LC Collateral" has the meaning given such term in Section 2A.13(a).

     "US LC Issuer" means Fleet National Bank, in its capacity as the issuer of
US Letters of Credit hereunder, and its successors in such capacity.
Administrative Agent may, with the consent of Borrower and the US Lender in
question, appoint any US Lender hereunder as a US LC Issuer in place of or in
addition to Fleet National Bank.

     "US LC Obligations" means, at the time in question, the sum of all Matured
US LC Obligations plus the maximum amounts which US LC Issuer might then or
thereafter be called upon to advance under all US Letters of Credit then
outstanding.

     "US Lender Parties" means Administrative Agent, US LC Issuer, US Lenders,
and Term Lenders.

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

     "US Letter of Credit" means any letter of credit issued by US LC Issuer
hereunder at the application of US Borrower.

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

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

     "US LIBOR Rate" means, as applicable to any US LIBOR Loan, Term LIBOR Loan
or Term-B LIBOR Loan within a Borrowing and with respect to the related Interest
Period therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) as determined on the basis of offered rates for deposits in
Dollars, for a period of time comparable to such Interest Period which appears
on Telerate Page 3750 (or any successor page) as of 11:00 a.m. London

                                       27

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

     "US LIBOR Rate Margin" means the percent per annum set forth on the Pricing
Grid as the "US LIBOR Rate Margin" based on the Applicable Leverage Level in
effect on such date. Changes in the applicable US LIBOR Rate Margin will occur
automatically without prior notice as changes in the Applicable Leverage Level
occur. Administrative Agent will give notice promptly to US Borrower and US
Lenders of changes in the US LIBOR Rate Margin.

     "US Loans" has the meaning given such term in Section 2A.1 hereof.

                                       28

     "US Maturity Date" means April 30, 2005.

     "US Notes" has the meaning given such term in Section 2A.1 hereof.

     "US Obligations" means all Liabilities from time to time owing by any
Restricted Person to any Lender Party under or pursuant to any of the US Notes,
including all US LC Obligations owing thereunder, the Term Notes, or the Term-B
Notes, or under or pursuant to any guaranty of the obligations of US Borrower or
Term Borrower under the Loan Documents, or under or pursuant to any Security
Document which secures the payment and performance of such Liabilities. "US
Obligation" means any part of the US Obligations.

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

     "Working Capital Borrowings" has the meaning given to such term in Section
2A.2(c) hereof.

     Section 1.2. Exhibits and Schedules; Additional Definitions. All Exhibits
and Schedules attached to this Agreement are a part hereof for all purposes.
Reference is hereby made to the Security Schedule for the meaning of certain
terms defined therein and used but not defined herein, which definitions are
incorporated herein by reference.

     Section 1.3. Amendment of Defined Instruments. Unless the context otherwise
requires or unless otherwise provided herein the terms defined in this Agreement
which refer to a particular agreement, instrument or document also refer to and
include all renewals, extensions, modifications, amendments and restatements of
such agreement, instrument or document, provided that nothing contained in this
section shall be construed to authorize any such renewal, extension,
modification, amendment or restatement. All references to the term "Marketing
Credit Agreement" shall be deemed to be references to such agreement as such
agreement is executed and delivered by the parties thereto on the date hereof.

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

                                       29

construed to include the plural and vice versa, unless the context otherwise
requires. References to an "officer" or "officers" of the General Partner or any
Restricted Person shall mean and include officers of such Person or the
controlling management entity of such Person as provided in such Person's
organizational documents, as applicable.

     Section 1.5. Calculations and Determinations. All calculations under the
Loan Documents of interest chargeable with respect to LIBOR Loans and of fees
shall be made on the basis of actual days elapsed (including the first day but
excluding the last) and a year of 360 days. All other calculations of interest
made under the Loan Documents shall be made on the basis of actual days elapsed
(including the first day but excluding the last) and a year of 365 or 366 days,
as appropriate. Each determination by a Lender Party of amounts to be paid under
Article III or any other matters which are to be determined hereunder by a
Lender Party (such as any US LIBOR Rate, Business Day, Interest Period, or
Reserve Percentage) shall, in the absence of manifest error, be conclusive and
binding. Unless otherwise expressly provided herein or unless Majority Lenders
otherwise consent all financial statements and reports furnished to any Lender
Party hereunder shall be prepared and all financial computations and
determinations pursuant hereto shall be made in accordance with GAAP.

               ARTICLE IIA - The US Loans and US Letters of Credit

     Section 2A.1. Commitments to Lend; US Notes. Subject to the terms and
conditions hereof, each US Lender agrees to make loans to US Borrower (herein
called such US Lender's "US Loans") upon US Borrower's request from time to time
during the US Commitment Period, provided that (a) subject to Sections 3.3, 3.4
and 3.6, all US Lenders are requested to make US Loans of the same Type in
accordance with their respective Percentage Shares and as part of the same
Borrowing, (b) after giving effect to such US Loans, the US Facility Usage does
not exceed the US Commitment determined as of the date on which the requested US
Loans are to be made, and (c) after giving effect to such US Loans the US Loans
by each US Lender plus the existing US LC Obligations of such US Lender does not
exceed such US Lender's Commitment. The aggregate amount of all US Loans in any
Borrowing must be equal to $2,000,000 or any higher integral multiple of
$250,000. The obligation of US Borrower to repay to each US Lender the aggregate
amount of all US Loans made by such US Lender to US Borrower, together with
interest accruing in connection therewith, shall be evidenced by a single
promissory note (herein called such US Lender's "US Note") made by US Borrower
payable to the order of such US Lender in the form of Exhibit A-1 with
appropriate insertions. The amount of principal owing on any US Lender's US Note
at any given time shall be the aggregate amount of all US Loans theretofore made
by such US Lender minus all payments of principal theretofore received by such
US Lender on such US Note. Interest on each US Note shall accrue and be due and
payable as provided herein and therein. Each US Note shall be due and payable as
provided herein and therein, and shall be due and payable in full on the US
Maturity Date. Subject to the terms and conditions of this Agreement, US
Borrower may borrow, repay, and reborrow under this Section 2A.1. US Borrower
may have no more than seven Borrowings of LIBOR Loans outstanding at any time.
All payments of principal and interest on the US Loans shall be made in Dollars.

                                       30

       Section 2A.2. Requests for US Loans. US Borrower must give to
Administrative Agent written notice (or telephonic notice promptly confirmed in
writing) of any requested Borrowing of US Loans to be funded by US Lenders. Each
such notice constitutes a "Borrowing Notice" hereunder and must:

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

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

              (c)    If any requested Borrowing of US Loans or portion thereof
       is to be utilized by US Borrower exclusively for working capital purposes
       (such Borrowing or such portion being called a "Working Capital
       Borrowing"), US Borrower shall specify in the Borrowing Notice that such
       Borrowing or such portion is a Working Capital Borrowing. In addition,
       any repayment of a US Loan that is intended as a repayment of all or any
       part of the outstanding amount of one or more Working Capital Borrowings
       shall be so identified to the Administrative Agent at the time of such
       repayment.

Each such written request or confirmation must be made in the form and substance
of the "Borrowing Notice" attached hereto as Exhibit B-1, duly completed. Each
such telephonic request shall be deemed a representation, warranty,
acknowledgment and agreement by US Borrower as to the matters which are required
to be set out in such written confirmation. Upon receipt of any such Borrowing
Notice, Administrative Agent shall give each US Lender prompt notice of the
terms thereof. If all conditions precedent to such new US Loans have been met,
each US Lender will on the date requested promptly remit to Administrative Agent
at Administrative Agent's office in Boston, Massachusetts the amount of such US
Lender's new US Loan in immediately available funds, and upon receipt of such
funds, unless to its actual knowledge any conditions precedent to such US Loans
have been neither met nor waived as provided herein, Administrative Agent shall
promptly make such US Loans available to US Borrower. Unless Administrative
Agent shall have received prompt notice from a US Lender that such US Lender
will not make available to Administrative Agent such US Lender's new US Loan,
Administrative Agent may in its discretion assume that such US Lender has made
such US Loan available to Administrative Agent in accordance with this section,
and Administrative Agent may if it chooses, in reliance upon such assumption,
make such US Loan available to US Borrower. If and to the extent such US Lender
shall not so make its new US Loan available to Administrative Agent, such US
Lender and US Borrower severally agree to pay or repay to Administrative Agent
within three days after demand the amount of such US Loan together with interest
thereon, for each day from the date such amount was made available to US
Borrower until the date such amount is paid or repaid to Administrative Agent,
with interest at (i) the Federal Funds Rate, if such US Lender is making such
payment and (ii) the interest rate

                                       31

applicable at the time to the other new US Loans made on such date, if US
Borrower is making such repayment. If neither such US Lender nor US Borrower
pays or repays to Administrative Agent such amount within such three-day period,
Administrative Agent shall be entitled to recover from US Borrower, on demand in
lieu of the interest provided for in the preceding sentence, interest thereon at
the Default Rate, calculated from the date such amount was made available to US
Borrower. The failure of any US Lender to make any new US Loan to be made by it
hereunder shall not relieve any other US Lender of its obligation hereunder, if
any, to make its new US Loan, but no US Lender shall be responsible for the
failure of any other US Lender to make any new Loan to be made by such other US
Lender. All Borrowings of US Loans shall be advanced to US Borrower in Dollars.

       Section 2A.3. Continuations and Conversions of Existing US Loans. US
Borrower may make the following elections with respect to US Loans already
outstanding: to Convert, in whole or in part, US Base Rate Loans to US LIBOR
Loans, to Convert, in whole or in part, US LIBOR Loans to US Base Rate Loans on
the last day of the Interest Period applicable thereto, and to Continue, in
whole or in part, US LIBOR Loans beyond the expiration of such Interest Period
by designating a new Interest Period to take effect at the time of such
expiration. In making such elections, US Borrower may combine existing US Loans
made pursuant to separate Borrowings into one new Borrowing or divide existing
US Loans made pursuant to one Borrowing into separate new Borrowings, provided
that US Borrower may have no more than seven Borrowings of US LIBOR Loans
outstanding at any time. To make any such election, US Borrower must give to
Administrative Agent written notice (or telephonic notice promptly confirmed in
writing) of any such Conversion or Continuation of existing US Loans, with a
separate notice given for each new Borrowing. Each such notice constitutes a
"Continuation/Conversion Notice" hereunder and must:

              (a     specify the existing US Loans which are to be Continued or
       Converted;

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

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

Each such written request or confirmation must be made in the form and substance
of the "Continuation/Conversion Notice" attached hereto as Exhibit C-1, duly
completed. Each such telephonic request shall be deemed a representation,
warranty, acknowledgment and agreement by US Borrower as to the matters which
are required to be set out in such written confirmation. Upon receipt of any
such Continuation/Conversion Notice, Administrative Agent shall give each US
Lender prompt notice of the terms thereof. Each Continuation/Conversion Notice
shall be

                                       32

irrevocable and binding on US Borrower. During the continuance of any Default,
US Borrower may not make any election to Convert existing US Loans into US LIBOR
Loans or Continue existing US Loans as US LIBOR Loans beyond the expiration of
their respective and corresponding Interest Period then in effect. If (due to
the existence of a Default or for any other reason) US Borrower fails to timely
and properly give any Continuation/Conversion Notice with respect to a Borrowing
of existing US LIBOR Loans at least three days prior to the end of the Interest
Period applicable thereto, such US LIBOR Loans, to the extent not prepaid at the
end of such Interest Period, shall automatically be Converted into US Base Rate
Loans at the end of such Interest Period. No new funds shall be repaid by US
Borrower or advanced by any US Lender in connection with any Continuation or
Conversion of existing US Loans pursuant to this section, and no such
Continuation or Conversion shall be deemed to be a new advance of funds for any
purpose; such Continuations and Conversions merely constitute a change in the
interest rate applicable to already outstanding Loans.

       Section 2A.4. Use of Proceeds. US Borrower shall use (i) all US Loans
designated as Working Capital Borrowings pursuant to Section 2A.2(c) to provide
working capital (including, without limitation, to make distributions to the
partners of Restricted Persons), and (ii) all US Loans not designated as Working
Capital Borrowings pursuant to Section 2A.2(c) to (a) refinance all outstanding
indebtedness under the Existing Agreement, and (b) finance capital expenditures
of any Restricted Person, pay reimbursement obligations of US Letters of Credit,
provide working capital for operations and for other general business purposes,
including acquisitions, but not to pay distributions to partners of Restricted
Persons. US Borrower shall use all US Letters of Credit for its and its
Subsidiaries' general corporate purposes (but not to pay distributions to
partners of Restricted Persons) including in relation to the purchase or
exchange by US Borrower of Petroleum Products. In no event shall the funds from
any US Loan or any US Letter of Credit be used directly or indirectly by any
Person for personal, family, household or agricultural purposes or for the
purpose, whether immediate, incidental or ultimate, of purchasing, acquiring or
carrying any "margin stock" (as such term is defined in Regulation U promulgated
by the Board of Governors of the Federal Reserve System) or to extend credit to
others directly or indirectly for the purpose of purchasing or carrying any such
margin stock. US Borrower represents and warrants that US Borrower is not
engaged principally, or as one of US Borrower's important activities, in the
business of extending credit to others for the purpose of purchasing or carrying
such margin stock.

       Section 2A.5. Interest Rates and Fees.
       (a    Interest Rates. Each US Loan shall bear interest as follows: (i)
unless the Default Rate shall apply, (A) each US Base Rate Loan shall bear
interest on each day outstanding at the US Base Rate plus the US Base Rate
Margin in effect on such day, and (B) each US LIBOR Loan shall bear interest on
each day during the related Interest Period at the related US LIBOR Rate plus
the US LIBOR Rate Margin in effect on such day, and (ii) during a Default Rate
Period, all US Loans shall bear interest on each day outstanding at the
applicable Default Rate. If an Event of Default based upon Section 8.1(a),
Section 8.1(b) or, with respect to US Borrower, based upon Section 8.1(i)(i),
(i)(ii) or (i)(iii) exists and the US Loans are not bearing interest at the
Default Rate, the past due principal and past due interest shall bear interest
on each day outstanding at the applicable Default Rate. The interest rate shall
change whenever the applicable US Base Rate, the US LIBOR Rate, US Base Rate
Margin, or the US LIBOR Rate

                                       33

Margin changes. In no event shall the interest rate on any US Loan exceed the
Highest Lawful Rate.

       (b   Commitment Fees. In consideration of each US Lender's commitment to
make US Loans, US Borrower will pay to Administrative Agent for the account of
each US Lender a commitment fee determined on a daily basis equal to the US
Commitment Fee Rate in effect on such day times such US Lender's Percentage
Share of the unused portion of the US Commitment on each day during the US
Commitment Period, determined for each such day by deducting from the amount of
the US Commitment at the end of such day the US Facility Usage. This commitment
fee shall be due and payable in arrears on the last day of each Fiscal Quarter
and at the end of the US Commitment Period. US Borrower shall have the right
from time to time to permanently reduce the US Commitment, provided that (i)
notice of such reduction is given not less than 2 Business Days prior to such
reduction, (ii) the resulting US Commitment is not less than the US Facility
Usage and (iii) each partial reduction shall be in an amount at least equal to
$500,000 and in multiples of $100,000 in excess thereof.

       (c   Administrative Agent's Fees. In addition to all other amounts due to
Administrative Agent under the Loan Documents, US Borrower will pay fees to
Administrative Agent as described in a letter agreement of even date herewith
between Administrative Agent and US Borrower.

       Section 2A.6. Optional Prepayments. US Borrower may, upon three Business
Days' notice, as to US LIBOR Loans, or one Business Day's notice, as to US Base
Rate Loans, to Administrative Agent (and Administrative Agent will promptly give
notice to the other US Lenders) from time to time and without premium or penalty
prepay the US Loans, in whole or in part, so long as the aggregate amounts of
all partial prepayments of principal on the US Loans equals $1,000,000 or any
higher integral multiple of $250,000, and so long as US Borrower does not make
any prepayments which would reduce the unpaid principal balance of the US Loans
to less than $100,000 without first either (i) terminating this Agreement or
(ii) providing assurance satisfactory to Administrative Agent in its discretion
that US Lenders' legal rights under the Loan Documents are in no way affected by
such reduction. Upon receipt of any such notice, Administrative Agent shall give
each US Lender prompt notice of the terms thereof. Each prepayment of principal
of a US Loan under this section shall be accompanied by all interest then
accrued and unpaid on the principal so prepaid. Any principal or interest
prepaid pursuant to this section shall be in addition to, and not in lieu of,
all payments otherwise required to be paid under the Loan Documents at the time
of such prepayment.

                                       34

       Section 2A.7. Mandatory Prepayments.

       (a     Without limiting the requirements of Section 7.5 hereof regarding
the consent of Majority US Lenders to sales of property by Restricted Persons
which are not permitted by Section 7.5, the proceeds of any sale of property
(net of all reasonable costs and expenses, but excluding proceeds consisting of
tangible property to be used in the business of Restricted Persons) by any
Restricted Person (other than a sale of property permitted under Section 7.5
hereof) shall be placed in a collateral account under the control of
Administrative Agent in a manner satisfactory to Administrative Agent
immediately upon such Restricted Person's receipt of such proceeds and
maintained therein for a period of ninety (90) days following the date of
receipt thereof in cash (in this Section 2A.7(a) referred to as the "Collateral
Period"). If any consideration consists of an instrument or security, the
Collateral Period shall, with respect to each amount of cash received in respect
thereof, continue until ninety (90) days following such Restricted Person's
receipt of such cash unless, pursuant to the following sentence, an approved
investment included such cash; any cash in a collateral account may be invested
in Cash Equivalents designated by US Borrower. During each Collateral Period, US
Borrower may propose to invest such proceeds in other property subject to the
approval of Majority US Lenders, and shall thereafter invest such proceeds in
such property so approved by Majority US Lenders. At the end of each Collateral
Period or, if an investment is so proposed and approved during such Collateral
Period, within one hundred-eighty (180) days after such proposed investment has
been so approved by Majority US Lenders, any such proceeds which have not been
so invested by US Borrower shall be applied to the reduction of the outstanding
principal balance of the US Loans at such time, and the US Commitment shall be
reduced by an amount equal to the prepayment applied to the US Loans.

       (b     If at any time the US Facility Usage exceeds the US Commitment
(whether due to a reduction in the US Commitment in accordance with this
Agreement, or otherwise), US Borrower shall immediately upon demand prepay the
principal of the US Loans in an amount at least equal to such excess. Each
prepayment of principal under this section shall be accompanied by all interest
then accrued and unpaid on the principal so prepaid. Any principal or interest
prepaid pursuant to this section shall be in addition to, and not in lieu of,
all payments otherwise required to be paid under the Loan Documents at the time
of such prepayment.

       Section 2A.8. US Letters of Credit. Subject to the terms and conditions
hereof, US Borrower may during the US Commitment Period request US LC Issuer to
issue, amend, or extend the expiration date of, one or more US Letters of
Credit, provided that, after taking such US Letter of Credit into account:

              (a     the US Facility Usage does not exceed the US Commitment at
       such time;

              (b     the aggregate amount of US LC Obligations at such time does
       not exceed $10,000,000;

              (c     the expiration date of such US Letter of Credit is prior to
       the earlier of (i) one (1) year after the date of issuance of such US
       Letter of Credit or (ii) the end of the US Commitment Period;

                                       35

          (d such US Letter of Credit is to be used for general corporate
     purposes of US Borrower or any of its Subsidiaries and is not directly or
     indirectly used to assure payment of or otherwise support any Indebtedness
     of any Person, except Indebtedness of a Restricted Person;

          (e the issuance of such US Letter of Credit will be in compliance with
     all applicable governmental restrictions, policies, and guidelines and will
     not subject US LC Issuer to any cost which is not reimbursable under
     Article III;

          (f the form and terms of such US Letter of Credit are acceptable to US
     LC Issuer in its sole and absolute discretion; and

          (g all other conditions in this Agreement to the issuance of such US
     Letter of Credit have been satisfied.

US LC Issuer will honor any such request if the foregoing conditions (a) through
(g) (in the following Section 2A.9 called the "US LC Conditions") have been met
as of the date of issuance, amendment, or extension of the expiration, of such
US Letter of Credit.

     Section 2A.9.  Requesting US Letters of Credit. US Borrower must make
written application for any US Letter of Credit at least two Business Days
before the date on which US Borrower desires for US LC Issuer to issue such US
Letter of Credit. By making any such written application, unless otherwise
expressly stated therein, US Borrower shall be deemed to have represented and
warranted that the US LC Conditions described in Section 2A.8 will be met as of
the date of issuance of such US Letter of Credit. Each such written application
for a US Letter of Credit must be made in writing in the form and substance of
Exhibit G-1, the terms and provisions of which are hereby incorporated herein by
reference (or in such other form as may mutually be agreed upon by US LC Issuer
and US Borrower). If all US LC Conditions for a US Letter of Credit have been
met as described in Section 2A.8 on any Business Day before 11:00 a.m., Boston,
Massachusetts time, US LC Issuer will issue such US Letter of Credit on the same
Business Day at US LC Issuer's office in Boston, Massachusetts. If the US LC
Conditions are met as described in Section 2A.8 on any Business Day on or after
11:00 a.m., Boston, Massachusetts time, US LC Issuer will issue such US Letter
of Credit on the next succeeding Business Day at US LC Issuer's office in
Boston, Massachusetts. If any provisions of any US LC Application conflict with
any provisions of this Agreement, the provisions of this Agreement shall govern
and control.

     Section 2A.10. Reimbursement and Participations.

     (a Reimbursement by US Borrower. Each Matured US LC Obligation shall
constitute a loan by US LC Issuer to US Borrower. US Borrower promises to pay to
US LC Issuer, or to US LC Issuer's order, on demand, the full amount of each
Matured US LC Obligation, together with interest thereon (i) at the US Base Rate
plus the US Base Rate Margin to and including the second Business Day after the
Matured US LC Obligation is incurred and (ii) at the Default Rate on each day
thereafter.

                                       36

     (b US Letter of Credit Advances. If the beneficiary of any US Letter of
Credit makes a draft or other demand for payment thereunder then US Borrower
may, during the interval between the making thereof and the honoring thereof by
US LC Issuer, request US Lenders to make US Loans to US Borrower in the amount
of such draft or demand, which US Loans shall be made concurrently with US LC
Issuer's payment of such draft or demand and shall be immediately used by US LC
Issuer to repay the amount of the resulting Matured US LC Obligation. Such a
request by US Borrower shall be made in compliance with all of the provisions
hereof, provided that for the purposes of the first sentence of Section 2A.1,
the amount of such US Loans shall be considered, but the amount of the Matured
US LC Obligation to be concurrently paid by such US Loans shall not be
considered.

     (c Participation by US Lenders. US LC Issuer irrevocably agrees to grant
and hereby grants to each US Lender, and -- to induce US LC Issuer to issue US
Letters of Credit hereunder -- each US Lender irrevocably agrees to accept and
purchase and hereby accepts and purchases from US LC Issuer, on the terms and
conditions hereinafter stated and for such US Lender's own account and risk an
undivided interest equal to such US Lender's Percentage Share of US LC Issuer's
obligations and rights under each US Letter of Credit issued hereunder and the
amount of each Matured US LC Obligation paid by US LC Issuer thereunder. Each US
Lender unconditionally and irrevocably agrees with US LC Issuer that, if a
Matured US LC Obligation is paid under any US Letter of Credit for which US LC
Issuer is not reimbursed in full by US Borrower in accordance with the terms of
this Agreement and the related US LC Application (including any reimbursement by
means of concurrent US Loans or by the application of US LC Collateral), such US
Lender shall (in all circumstances and without set-off or counterclaim) pay to
US LC Issuer on demand, in immediately available funds at US LC Issuer's address
for notices hereunder, such US Lender's Percentage Share of such Matured US LC
Obligation (or any portion thereof which has not been reimbursed by US
Borrower). Each US Lender's obligation to pay US LC Issuer pursuant to the terms
of this subsection is irrevocable and unconditional. If any amount required to
be paid by any US Lender to US LC Issuer pursuant to this subsection is paid by
such US Lender to US LC Issuer within three Business Days after the date such
payment is due, US LC Issuer shall in addition to such amount be entitled to
recover from such US Lender, on demand, interest thereon calculated from such
due date at the Federal Funds Rate. If any amount required to be paid by any US
Lender to US LC Issuer pursuant to this subsection is not paid by such US Lender
to US LC Issuer within three Business Days after the date such payment is due,
US LC Issuer shall in addition to such amount be entitled to recover from such
US Lender, on demand, interest thereon calculated from such due date at the US
Base Rate plus the US Base Rate Margin.

     (d Distributions to Participants. Whenever US LC Issuer has in accordance
with this section received from any US Lender payment of such US Lender's
Percentage Share of any Matured US LC Obligation, if US LC Issuer thereafter
receives any payment of such Matured US LC Obligation or any payment of interest
thereon (whether directly from US Borrower or by application of US LC Collateral
or otherwise, and excluding only interest for any period prior to US LC Issuer's
demand that such US Lender make such payment of its Percentage Share), US LC
Issuer will distribute to such US Lender its Percentage Share of the amounts so
received by US LC Issuer; provided, however, that if any such payment received
by US LC Issuer must thereafter

                                       37

be returned by US LC Issuer, such US Lender shall return to US LC Issuer the
portion thereof which US LC Issuer has previously distributed to it.

     (e  Calculations. A written advice setting forth in reasonable detail the
amounts owing under this section, submitted by US LC Issuer to US Borrower or
any US Lender from time to time, shall be conclusive, absent manifest error, as
to the amounts thereof.

     Section 2A.11. US Letter of Credit Fees. In consideration of US LC Issuer's
issuance of any US Letter of Credit, US Borrower agrees to pay (i) to
Administrative Agent for the account of each US Lender in proportion to its
Percentage Share, a US Letter of Credit fee equal to the US Letter of Credit Fee
Rate applicable each day times the face amount of such US Letter of Credit and
(ii) to such US LC Issuer for its own account, a letter of credit fronting fee
at a rate equal to one-eighth percent (.125%) per annum times the face amount of
such US Letter of Credit. Each such fee will be calculated on the face amount of
each US Letter of Credit outstanding on each day at the above applicable rates
and will be payable quarterly in arrears on the last day of each March, June,
September and December. In addition, US Borrower will pay to US LC Issuer a
minimum administrative issuance fee and such other fees and charges customarily
charged by the US LC Issuer in respect of any issuance, amendment or negotiation
of any US Letter of Credit in accordance with the US LC Issuer's published
schedule of such charges effective as of the date of such amendment or
negotiation.

     Section 2A.12. No Duty to Inquire.

     (a  Drafts and Demands. US LC Issuer is authorized and instructed to accept
and pay drafts and demands for payment under any US Letter of Credit without
requiring, and without responsibility for, any determination as to the existence
of any event giving rise to said draft, either at the time of acceptance or
payment or thereafter. US LC Issuer is under no duty to determine the proper
identity of anyone presenting such a draft or making such a demand (whether by
tested telex or otherwise) as the officer, representative or agent of any
beneficiary under any US Letter of Credit, and payment by US LC Issuer to any
such beneficiary when requested by any such purported officer, representative or
agent is hereby authorized and approved. US Borrower releases each Lender Party
from, and agrees to hold each Lender Party harmless and indemnified against, any
liability or claim in connection with or arising out of the subject matter of
this section, WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR
CLAIM IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY
NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY LENDER PARTY, provided only that no
Lender Party shall be entitled to indemnification for that portion, if any, of
any liability or claim which is proximately caused by its own individual gross
negligence or willful misconduct, as determined in a final judgment.

     (b  Extension of Maturity. If the maturity of any US Letter of Credit is
extended by its terms or by Law or governmental action, if any extension of the
maturity or time for presentation of drafts or any other modification of the
terms of any US Letter of Credit is made at the request of US Borrower, or if
the amount of any US Letter of Credit is increased at the request of US
Borrower, this Agreement shall be binding upon all Restricted Persons with
respect to such US Letter of Credit as so extended, increased or otherwise
modified, with respect

                                       38

to drafts and property covered thereby, and with respect to any action
taken by US LC Issuer, US LC Issuer's correspondents, or any US Lender Party in
accordance with such extension, increase or other modification.

     (c  Transferees of US Letters of Credit. If any US Letter of Credit
provides that it is transferable, US LC Issuer shall have no duty to determine
the proper identity of anyone appearing as transferee of such US Letter of
Credit, nor shall US LC Issuer be charged with responsibility of any nature or
character for the validity or correctness of any transfer or successive
transfers, and payment by US LC Issuer to any purported transferee or
transferees as determined by US LC Issuer is hereby authorized and approved, and
US Borrower releases each US Lender Party from, and agrees to hold each US
Lender Party harmless and indemnified against, any liability or claim in
connection with or arising out of the foregoing, WHICH INDEMNITY SHALL APPLY
WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY OR TO ANY EXTENT
CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY
LENDER PARTY, provided only that no Lender Party shall be entitled to
indemnification for that portion, if any, of any liability or claim which is
proximately caused by its own individual gross negligence or willful misconduct,
as determined in a final judgment.

     Section 2A.13. US LC Collateral.

     (a  US LC Obligations in Excess of Commitment. If, after the making of all
mandatory prepayments required under Section 2A.7, the outstanding US LC
Obligations will exceed the US Commitment, then in addition to prepayment of the
entire principal balance of the US Loans US Borrower will immediately pay to US
LC Issuer an amount equal to such excess. US LC Issuer will hold such amount as
collateral security for the remaining US LC Obligations (all such amounts held
as collateral security for US LC Obligations being herein collectively called
"US LC Collateral") and the other Obligations, and such collateral may be
applied from time to time to any Matured US LC Obligations or any other
Obligations which are due and payable. Neither this subsection nor the following
subsection shall, however, limit or impair any rights which US LC Issuer may
have under any other document or agreement relating to any US Letter of Credit,
US LC Collateral or US LC Obligation, including any US LC Application, or any
rights which any US Lender Party may have to otherwise apply any payments by US
Borrower and any US LC Collateral under Section 3A.1.

     (b) Acceleration of US LC Obligations. If the Obligations or any part
thereof become immediately due and payable pursuant to Section 8.1 then, unless
all US Lenders otherwise specifically elect to the contrary (which election may
thereafter be retracted by any US Lender at any time), all US LC Obligations
shall become immediately due and payable without regard to whether or not actual
drawings or payments on the US Letters of Credit have occurred, and US Borrower
shall be obligated to pay to US LC Issuer immediately an amount equal to the
aggregate US LC Obligations which are then outstanding to be held as US LC
Collateral.

     (c) Investment of US LC Collateral. Pending application thereof, all US LC
Collateral shall be invested by US LC Issuer in such Cash Equivalents as US LC
Issuer may choose in its sole discretion. All interest on (and other proceeds
of) such Investments shall be

                                       39

reinvested or applied to Matured US LC Obligations or the US Loans which are due
and payable. When all Obligations have been satisfied in full, including all US
LC Obligations, all US Letters of Credit have expired or been terminated, and
all of US Borrower's reimbursement obligations in connection therewith have been
satisfied in full, US LC Issuer shall release any remaining US LC Collateral. US
Borrower hereby assigns and grants to US LC Issuer for the benefit of US Lenders
a continuing security interest in all US LC Collateral paid by it to US LC
Issuer, all Investments purchased with such US LC Collateral, and all proceeds
thereof to secure its Matured US LC Obligations and its Obligations under this
Agreement, each US Note, and the other Loan Documents, and US Borrower agrees
that such US LC Collateral, Investments and proceeds shall be subject to all of
the terms and conditions of the Security Documents. US Borrower further agrees
that US LC Issuer shall have all of the rights and remedies of a secured party
under the Uniform Commercial Code as adopted in the State of New York with
respect to such security interest and that an Event of Default under this
Agreement shall constitute a default for purposes of such security interest.

     (d) Payment of US LC Collateral. When US Borrower is required to provide US
LC Collateral for any reason and fails to do so on the day when required, US LC
Issuer or Administrative Agent may without prior notice to US Borrower or any
other Restricted Person provide such US LC Collateral (whether by application of
proceeds of other Collateral, by transfers from other accounts maintained with
US LC Issuer, or otherwise) using any available funds of US Borrower or any
other Person also liable to make such payments, and US LC Issuer or
Administrative Agent will give notice thereof to US Borrower promptly after such
application or transfer. Any such amounts which are required to be provided as
US LC Collateral and which are not provided on the date required shall, for
purposes of each Security Document, be considered past due Obligations owing
hereunder, and US LC Issuer is hereby authorized to exercise its respective
rights under each Security Document to obtain such amounts.

     Section 2A.14. Hedging Contracts. All Hedging Contracts permitted hereunder
entered into with any one or more US Lenders or their Affiliates shall be deemed
to be Obligations and be secured by all Collateral; subject, however, to the
provisions of the Intercreditor Agreement.

     ARTICLE IIB - The Canadian Revolver Advances and Canadian Letters of Credit

                                       40

     Section 2B.1. Canadian Revolver Advances. Subject to the terms and
conditions hereof, each Canadian Revolver Lender agrees to extend credit to
Canadian Revolver Borrower by advancing funds to Canadian Revolver Borrower
specified in a Borrowing Notice (herein called such Canadian Revolver Lender's
"Canadian Revolver Loans") and accepting and purchasing drafts of Bankers'
Acceptances issued under this Agreement by Canadian Revolver Borrower specified
in a Borrowing Notice (herein called such Canadian Revolver Lender's "Bankers'
Acceptances"; each Canadian Revolver Lender's Canadian Revolver Loans and
Bankers' Acceptances are herein collectively called such Canadian Revolver
Lender's "Canadian Revolver Advances") upon Canadian Revolver Borrower's request
from time to time during the Canadian Commitment Period, provided that (a)
subject to Sections 3.3, 3.4, and 3.6, all Canadian Revolver Lenders are
requested to make Canadian Revolver Advances of the same Type in accordance with
their respective Percentage Shares and as part of the same Borrowing, (b) after
giving effect to such Canadian Revolver Advances, the Canadian Revolver Facility
Usage does not exceed the Canadian Revolver Commitment determined as of the date
on which the requested Canadian Revolver Advances are to be made, and (c) after
giving effect to such Canadian Revolver Advances the Canadian Revolver Advances
by each Canadian Revolver Lender plus the existing Canadian LC Obligations of
such Canadian Revolver Lender does not exceed such Canadian Revolver Lender's
Canadian Revolver Commitment. The aggregate amount of all Canadian Revolver
Loans in any Borrowing must equal to C$500,000 or any higher integral multiple
of C$100,000. The obligation of Canadian Revolver Borrower to repay to each
Canadian Revolver Lender the aggregate amount of all Canadian Revolver Loans
made by such Canadian Revolver Lender to Canadian Revolver Borrower, together
with interest accruing in connection therewith, shall be evidenced by a single
promissory note (herein called such Canadian Revolver Lender's "Canadian
Revolver Note") made by Canadian Revolver Borrower payable to the order of such
Canadian Revolver Lender in the form of Exhibit A-2 with appropriate insertions.
The amount of principal owing on any Canadian Revolver Lender's Canadian
Revolver Note at any given time shall be the aggregate amount of all Canadian
Revolver Loans theretofore made by such Canadian Revolver Lender minus all
payments of principal theretofore received by such Canadian Revolver Lender on
such Canadian Revolver Note. Interest on each Canadian Revolver Note shall
accrue and be due and payable as provided herein and therein. Each Canadian
Revolver Lender's Canadian Revolver Note shall be due and payable as provided
herein and therein and shall be due and payable in full on the Canadian Revolver
Maturity Date. Subject to the terms and conditions of this Agreement, Canadian
Revolver Borrower may borrow, repay, and reborrow under this Section 2B.1.
Canadian Revolver Borrower may have no more than seven Borrowings of BA's
collectively outstanding at any time. All payments of principal and interest on
the Canadian Revolver Loans shall be made in the currency in which such
corresponding Canadian Revolver Loan was funded. All Canadian Revolver Loans
shall be made in Canadian Dollars, or, upon the written request of Canadian
Revolver Borrower, in Dollars.

     Section 2B.2. Requests for New Canadian Revolver Advances. The Canadian
Revolver Borrower must give to Canadian Administration Agent written notice (or
telephonic notice promptly confirmed in writing) of any requested Borrowing of
Canadian Revolver Loans to be funded by Canadian Revolver Lenders and any
requested Borrowing by way of Bankers' Acceptances. Each such notice constitutes
a "Borrowing Notice" hereunder and must:

                                       41

          (a) specify (i) the aggregate amount of any such Borrowing of new
     Canadian Revolver Prime Rate Loans and the date on which such Canadian
     Revolver Prime Rate Loans are to be advanced, or (ii) the aggregate amount
     of any such Borrowing by way of Bankers' Acceptances (subject to Section
     2B.2(f)), and the date on which such Bankers' Acceptances are to be
     accepted and the maturity of such Bankers' Acceptances; and

          (b) be received by Canadian Administration Agent not later than 10:00
     a.m., Toronto, Ontario time, on (i) the day on which any such Canadian
     Revolver Prime Rate Loans are to be made, or (ii) the third Business Day
     before such Bankers' Acceptances are to be issued.

Each such written request or confirmation must be made in the form and substance
of the "Borrowing Notice" attached hereto as Exhibit B-2, duly completed. Each
such telephonic request shall be deemed a representation, warranty,
acknowledgment and agreement by Canadian Revolver Borrower as to the matters
which are required to be set out in such written confirmation. Upon receipt of
any such Borrowing Notice, Canadian Administration Agent shall give each
Canadian Revolver Lender prompt notice of the terms thereof. If all conditions
precedent to such new Canadian Revolver Advances have been met, each Canadian
Revolver Lender will on the date requested promptly remit to Canadian
Administration Agent at Canadian Administration Agent's office in Toronto,
Ontario the amount of such Canadian Revolver Lender's new Canadian Revolver
Advance in immediately available funds, and upon receipt of such funds, unless
to its actual knowledge any conditions precedent to such Canadian Revolver
Advances have been neither met nor waived as provided herein, Canadian
Administration Agent shall promptly make such Canadian Revolver Advances
available to Canadian Revolver Borrower or each Canadian Lender will accept
drafts of Bankers' Acceptances on the date requested in accordance with Sections
2B.1 through 2B.3. Unless Canadian Administration Agent shall have received
prompt notice from a Canadian Revolver Lender that such Canadian Revolver Lender
will not make available to Canadian Administration Agent such Canadian Revolver
Lender's new Canadian Revolver Advance, Canadian Administration Agent may in its
discretion assume that such Canadian Revolver Lender has made such Canadian
Revolver Advance available to Canadian Administration Agent in accordance with
this section, and Canadian Administration Agent may if it chooses, in reliance
upon such assumption, make such Canadian Revolver Advance available to Canadian
Revolver Borrower. If and to the extent such Canadian Revolver Lender shall not
so make its new Canadian Revolver Advance available to Canadian Administration
Agent, such Canadian Revolver Lender and Canadian Revolver Borrower severally
agree to pay or repay to Canadian Administration Agent within three days after
demand the amount of such Canadian Revolver Advance together with interest
thereon, for each day from the date such amount was made available to the
applicable Canadian Borrower until the date such amount is paid or repaid to
Canadian Administration Agent, with interest at (i) the Canadian Revolver Prime
Rate, if such Canadian Revolver Lender is making such payment and (ii) the
interest rate applicable at the time to the other new Canadian Revolver Advances
made on such date, if Canadian Borrower is making such repayment. If neither
such Canadian Revolver Lender nor Canadian Revolver Borrower pays or repays to
Canadian Administration Agent such amount within such three-day period, Canadian
Administration Agent shall be entitled to recover from Canadian Revolver
Borrower, on demand in lieu of the interest provided for in the preceding
sentence, interest thereon at the Default Rate, calculated from the

                                       42

date such amount was made available to Canadian Revolver Borrower. The failure
of any Canadian Revolver Lender to make any new Canadian Revolver Advance to be
made by it hereunder shall not relieve any other Canadian Revolver Lender of its
obligation hereunder, if any, to make its new Canadian Revolver Advance, but no
Canadian Revolver Lender shall be responsible for the failure of any other
Canadian Revolver Lender to make any new Canadian Revolver Advance to be made by
such other Canadian Revolver Lender. All Borrowings of Canadian Revolver Loans
shall be advanced to Canadian Revolver Borrower in Canadian Dollars, or, upon
the written request of Canadian Revolver Borrower, in Dollars in an amount equal
to the Dollar Equivalent of such requested Canadian Revolver Loan.

     Section 2B.3. Continuations and Conversions of Existing Canadian Revolver
Advances. Subject to the terms of Section 2B.9 with respect to Bankers'
Acceptances, Canadian Revolver Borrower may make the following elections with
respect to Canadian Revolver Advances already outstanding: (i) to Convert any
Type of Canadian Revolver Advance to any other Type of Canadian Revolver
Advance, provided that any such Conversion of a Bankers' Acceptance must be made
on the date of maturity thereof; and (ii) to rollover any existing Bankers'
Acceptance by designating the new maturity date applicable thereto. In making
such elections, Canadian Revolver Borrower may combine existing Canadian
Revolver Advances made pursuant to separate Borrowings into one new Borrowing or
divide existing Canadian Revolver Advances made pursuant to one Borrowing into
separate new Borrowings, provided that Canadian Revolver Borrower may have no
more than seven Borrowings of BA's outstanding at any time. To make any such
election, Canadian Revolver Borrower must give to Canadian Administration Agent
written notice (or telephonic notice promptly confirmed in writing) of any such
Conversion or Continuation of existing Canadian Revolver Advances, with a
separate notice given for each new Borrowing. Each such notice constitutes a
"Continuation/Conversion Notice" hereunder and must:

          (a) specify the existing Canadian Revolver Advances which are to be
     Continued or Converted;

          (b) specify (i) the aggregate amount of any Borrowing of Canadian
     Revolver Prime Rate Loans into which such existing Canadian Revolver
     Advances are to be Continued or Converted and the date on which such
     Continuation or Conversion is to occur, or (ii) the amount of any Borrowing
     of Bankers' Acceptances into which such existing Canadian Revolver Advances
     are to be Continued or Converted, the date on which such Continuation or
     Conversion is to occur, and the maturity of such Bankers' Acceptances; and

          (c) be received by Canadian Administration Agent not later than 10:00
     a.m., Toronto, Ontario time, on (i) the day on which any such Continuation
     or Conversion to Canadian Revolver Prime Rate Loans is to occur, or (ii) on
     the third Business Day preceding the day on which any such Continuation or
     Conversion to Bankers' Acceptances is to occur.

Each such written request or confirmation must be made in the form and substance
of the "Continuation/Conversion Notice" attached hereto as Exhibit B-2, duly
completed. Each such

                                       43

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

     Section 2B.4. Repayments of Canadian Revolver Loans.

     (a) Mandatory Prepayments. Except to the extent permitted by Section
2B.4(c), if the aggregate principal amount of the outstanding Canadian Revolver
Facility Usage ever exceeds the Canadian Revolver Commitment, Canadian Revolver
Borrower shall immediately on demand prepay the principal of the Canadian
Revolver Advances in an amount at least equal to such excess. Each prepayment of
principal under this section shall be accompanied by all interest then accrued
and unpaid on the principal so prepaid. Any principal or interest prepaid
pursuant to this section shall be in addition to, and not in lieu of, all
payments otherwise required to be paid under the Loan Documents at the time of
such prepayment. No BA may be prepaid as a result of the operation of this
Section 2B.4(b); provided, however, that any such excess required to be paid
under this Section 2B.4(b) and not otherwise applicable to Canadian Revolver
Loans will be paid to Canadian Administration Agent and held in accordance with
Section 2B.11.

     (b) Currency Fluctuations. Notwithstanding any other provision of this
Agreement, Canadian Administration Agent shall have the right to calculate the
outstanding Canadian Revolver Facility Usage for all purposes including making a
determination from time to time of the available undrawn portion of the Canadian
Revolver Commitment. If following such calculation, Canadian Administration
Agent determines that the Canadian Revolver Facility Usage is greater than 105%
of the Canadian Revolver Commitment, then Canadian Administration Agent shall so
advise Canadian Revolver Borrower and Canadian Revolver Borrower shall repay, on
the earlier of five Business Days after such advice and the next applicable
Interest Payment Date immediately following such advice, an amount sufficient to
eliminate such excess, together with all accrued interest on the amount so paid.
No BA may be prepaid as a result of the operation of this Section 2B.4(c);
provided, however, that any such excess required to be paid under this Section
2B.4(c) and not otherwise applicable to Canadian

                                       44

Revolver Loans will be paid to Canadian Administration Agent and held in
accordance with Section 2B.11.

     (c) Optional Prepayments. Canadian Revolver Borrower may, upon five
Business Days' notice to Canadian Administration Agent (and Canadian
Administration Agent will promptly give notice to the other Canadian Revolver
Lenders) from time to time and without premium or penalty prepay the Canadian
Revolver Loans, in whole or in part, so long as the aggregate amounts of all
partial prepayments of principal on the Canadian Revolver Loans equals C$100,000
or any higher integral multiple of C$100,000. Each prepayment of principal under
this section shall be accompanied by all interest then accrued and unpaid on the
principal so prepaid. Any principal or interest prepaid pursuant to this section
shall be in addition to, and not in lieu of, all payments otherwise required to
be paid under the Loan Documents at the time of such prepayment. No BA may be
prepaid hereunder except in accordance with Section 2B.11.

     Section 2B.5. Interest Rates and Fees.

     (a) Interest Rates. Each Canadian Revolver Loan shall bear interest as
follows: (i) unless the Default Rate shall apply, each Canadian Revolver Prime
Rate Loan shall bear interest on each day outstanding at the Canadian Revolver
Prime Rate plus the Canadian Revolver Prime Rate Margin in effect on such day,
and (ii) during a Default Rate Period, all Canadian Revolver Loans shall bear
interest on each day outstanding at the applicable Default Rate. If an Event of
Default based upon Section 8.1(a), Section 8.1(b) or, with respect to Canadian
Revolver Borrower, based upon Section 8.1(i)(i), (i)(ii) or (i)(iii) exists and
the Canadian Revolver Loans are not bearing interest at the Default Rate, the
past due principal and past due interest shall bear interest on each day
outstanding at the applicable Default Rate. The interest rate shall change
whenever the applicable Canadian Revolver Prime Rate or the Canadian Revolver
Prime Rate Margin changes. In no event shall the interest rate on any Canadian
Revolver Loan exceed the such rates as set out in or calculated pursuant to
Section 10.10.

     (b) Commitment Fees. In consideration of each Canadian Revolver Lender's
commitment to make Canadian Revolver Advances, Canadian Revolver Borrower will
pay to Canadian Administration Agent for the account of each Canadian Revolver
Lender a commitment fee determined on a daily basis equal to the Canadian
Revolver Commitment Fee Rate in effect on such day times such Canadian Revolver
Lender's Percentage Share of the unused portion of the Canadian Revolver
Commitment on each day during the Canadian Commitment Period, determined for
each such day by deducting from the amount of the Canadian Revolver Commitment
at the end of such day the Canadian Revolver Facility Usage. This commitment fee
shall be due and payable in arrears on the last day of each Fiscal Quarter and
at the end of the Canadian Commitment Period. Canadian Revolver Borrower shall
have the right from time to time to permanently reduce the Canadian Revolver
Commitment, provided that (i) notice of such reduction is given not less than 2
Business Days prior to such reduction, (ii) the resulting Canadian Revolver
Commitment is not less than the Canadian Revolver Facility Usage and (iii) each
partial reduction shall be in an amount at least equal to C$500,000 and in
multiples of C$100,000 in excess thereof.

                                       45

     (c) Stamping Fees. In consideration of each Canadian Revolver Lender's
commitment to accept or participate in Bankers' Acceptances under this
Agreement, Canadian Revolver Borrower will pay to Canadian Administration Agent
for the account of such Canadian Revolver Lender the Stamping Fee Rate
multiplied by the face amount of each Bankers' Acceptance accepted by such
Canadian Revolver Lender under this Agreement calculated for the number of days
in the term of such Bankers' Acceptance. Such fee shall be due and payable on
the date on which such Bankers' Acceptances are accepted and shall be deducted
from the Discount Proceeds paid to Canadian Revolver Borrower. Such fee shall be
non-refundable, notwithstanding any reduction in the Stamping Fee Rate during
the term of such Bankers' Acceptances.

     (d) Canadian Administration Agent's Fees. In addition to all other amounts
due to Canadian Administration Agent under the Loan Documents, Canadian Revolver
Borrower will pay fees to Canadian Administration Agent as described in the
agency fee agreement between Canadian Administration Agent and Canadian Revolver
Borrower.

     Section 2B.6. Use of Proceeds. Canadian Revolver Borrower shall use all
Canadian Revolver Advances (i) to finance its capital expenditures, (ii) to pay
reimbursement obligations of Canadian Letters of Credit, and (iii) to provide
working capital for operations and for other general business purposes. Canadian
Revolver Borrower shall use all Canadian Letters of Credit for its and its
Subsidiaries' general corporate purposes (but not to pay distributions to
partners of Restricted Persons), including in relation to the purchase or
exchange by Canadian Revolver Borrower of Petroleum Products. In no event shall
the funds from any Canadian Revolver Loan, or any Canadian Letter of Credit, or
any Banker's Acceptance be used directly or indirectly by any Person for
personal, family, household or agricultural purposes or for the purpose, whether
immediate, incidental or ultimate, of purchasing, acquiring or carrying any
"margin stock" (as such term is defined in Regulation U promulgated by the Board
of Governors of the Federal Reserve System) or to extend credit to others
directly or indirectly for the purpose of purchasing or carrying any such margin
stock. Canadian Revolver Borrower represents and warrants that it is not engaged
principally, or as one of its important activities, in the business of extending
credit to others for the purpose of purchasing or carrying such margin stock.

     Section 2B.7. Creation of Bankers' Acceptances. Upon receipt of a Borrowing
Notice requesting a Borrowing by way of Bankers' Acceptances, and subject to the
provisions of this Agreement, each Canadian Revolver Lender shall accept, in
accordance with its Percentage Share of the requested Borrowing from time to
time such Bankers' Acceptances as Canadian Revolver Borrower shall request
provided that:

          (a) Bankers' Acceptances shall be issued on a Business Day;

          (b) each Bankers' Acceptance shall have a term of one, two, three or
     six months (excluding days of grace), as selected by Canadian Revolver
     Borrower in the relevant Borrowing Notice provided that each Bankers'
     Acceptance shall mature on a Business Day;

                                       46

          (c) the face amount of each Bankers' Acceptance shall be not less than
     C$500,000 and in multiples of C$100,000 for any amounts in excess thereof;
     and

          (d) each Bankers' Acceptance shall be in a form acceptable to the
     Canadian Administration Agent.

     Section 2B.8.  Terms of Acceptance by the Canadian Revolver Lenders.

     (a)  Delivery and Payment. Subject to Sections 2B.3 and 2B.4 and only if a
valid appointment pursuant to Section 2B.8(d) is not in place, Canadian Revolver
Borrower shall pre-sign and deliver to each Canadian Revolver Lender bankers'
acceptance drafts in sufficient quantity to meet Canadian Revolver Borrower's
requirements for anticipated Borrowings by way of Bankers' Acceptances. Canadian
Revolver Borrower shall, at its option, provide for payment to Canadian
Administration Agent for the benefit of Canadian Revolver Lenders of each
Bankers' Acceptance on the date on which a Bankers' Acceptance matures, either
by payment of the full face amount thereof or through utilization of a
Conversion to another Type of Borrowing in accordance with this Agreement, or
through a combination thereof. Canadian Revolver Borrower waives presentment for
payment of Bankers' Acceptances by Canadian Revolver Lenders and shall not claim
from Canadian Revolver Lenders any days of grace for the payment at maturity of
Bankers' Acceptances. Any amount owing by Canadian Revolver Borrower in respect
of any Bankers' Acceptance which is not paid in accordance with the foregoing,
shall, as and from the date on which such Bankers' Acceptance matures, be deemed
to be outstanding hereunder as a Canadian Revolver Prime Rate Loan.

     (b)  No Liability. Canadian Administration Agent and Canadian Revolver
Lenders shall not be liable for any damage, loss or improper use of any bankers'
acceptance draft endorsed in blank except for any loss arising by reason of
Canadian Administration Agent or a Canadian Revolver Lender failing to use the
same standard of care in the custody of such bankers' acceptance drafts as
Canadian Administration Agent or such Canadian Revolver Lender use in the
custody of their own property of a similar nature.

     (c)  Bankers' Acceptances Purchased by Canadian Revolver Lenders. Each
Canadian Revolver Lender shall purchase Bankers' Acceptances accepted by it for
an amount equal to the Discount Proceeds.

     (d)  Power of Attorney. To facilitate the procedures contemplated in this
Agreement, Canadian Revolver Borrower appoints each Canadian Revolver Lender
from time to time as the attorney-in-fact of Canadian Revolver Borrower to
execute, endorse and deliver on behalf of Canadian Revolver Borrower drafts or
depository bills in the form or forms prescribed by such Canadian Revolver
Lender for Bankers' Acceptances denominated in Canadian Dollars. Each Bankers'
Acceptance executed and delivered by a Canadian Revolver Lender on behalf of
Canadian Revolver Borrower shall be as binding upon such Canadian Revolver
Borrower as if it had been executed and delivered by a duly authorized officer
of such Canadian Revolver Borrower. The foregoing appointment shall cease to be
effective, in respect of any Canadian Revolver Lender regarding Canadian
Revolver Borrower, three Business Days following receipt by such Canadian
Revolver Lender of a written notice from Canadian Revolver Borrower

                                       47

revoking such appointment (which notice shall be copied to the Canadian
Administration Agent); provided that any such revocation shall not affect
Bankers' Acceptances previously executed and delivered by such Canadian Revolver
Lender pursuant to such appointment.

     (e)  Pro-Rata Treatment of Canadian Revolver Advances.

          (i) Each Canadian Revolver Advance shall be made available by each
     Canadian Revolver Lender and all repayments and reductions in respect
     thereof shall be made and applied in a manner so that the Canadian Revolver
     Advances outstanding hereunder to each Canadian Revolver Lender will, to
     the extent possible, thereafter be pro rata in accordance with such
     Canadian Revolver Lender's Percentage Share. The Canadian Administration
     Agent is authorized by Canadian Revolver Borrower and each Canadian
     Revolver Lender to determine, in its sole and unfettered discretion, the
     portion of each Canadian Revolver Advance and each Type of Canadian
     Revolver Advance to be made available by each Canadian Revolver Lender and
     the application of repayments and reductions of Canadian Revolver Advances
     to give effect to the provisions of this Section, provided that no Canadian
     Revolver Lender shall, as a result of any such determination, have a
     Percentage Share of the Canadian Revolver Advances which is in excess of
     its Percentage Share of the Canadian Revolver Commitment.

          (ii) In the event it is not practicable to allocate Bankers'
     Acceptances to each Canadian Revolver Lender such that the aggregate amount
     of Bankers' Acceptances required to be purchased by such Canadian Revolver
     Lender hereunder is in a whole multiple of C$100,000, the Canadian
     Administration Agent is authorized by each Canadian Borrower and each
     Canadian Revolver Lender to make such allocation as the Canadian
     Administration Agent determines in its sole and unfettered discretion may
     be equitable in the circumstances and, if the aggregate amount of such
     Bankers' Acceptances is not a whole multiple of C$100,000, then the
     Canadian Administration Agent may allocate (on a basis considered by it to
     be equitable) the excess of such Canadian Revolver Advance over the next
     lowest whole multiple of C$100,000 to one Canadian Revolver Lender, which
     shall purchase a Bankers' Acceptance with a face amount equal to the excess
     and having the same term as the corresponding Bankers' Acceptances. In no
     event shall the portion of the outstanding Borrowings by way of Bankers'
     Acceptances of a Canadian Revolver Lender exceed such Canadian Revolver
     Lenders' Percentage Share of the aggregate Borrowings by way of Bankers'
     Acceptances by more than C$100,000 as a result of such exercise of
     discretion by the Canadian Administration Agent.

     (f)  BA Equivalent Advances. Each Canadian Revolver Lender may, in lieu of
accepting a BA on the date of any Borrowing, make a BA Equivalent Advance. The
amount of each BA Equivalent Advance shall be equal to the Discount Proceeds
(with reference to the applicable BA Discount Rate) which would be realized from
a hypothetical sale of those BAs which, but for this subsection, would have been
sold to such Canadian Revolver Lender. If such Canadian Revolver Lender does not
otherwise have a BA Discount Rate applicable to it, the applicable BA Discount
Rate will be calculated as though such Canadian Revolver Lender was listed on
Schedule II of the Bank Act (Canada). Any BA Equivalent Advance shall be made on
the relevant date of any Borrowing, and shall remain outstanding for the term of
the

                                       48

corresponding BA. On the maturity date of the corresponding BA, such BA
Equivalent Advance shall be repaid in an amount equal to the face amount of a
draft that would have been accepted by such Canadian Revolver Lender if such
Canadian Revolver Lender had accepted and purchase a BA hereunder. Each BA
Equivalent Advance made pursuant to this subsection shall be deemed to be a BA
accepted and purchased by such Canadian Revolver Lender pursuant to the terms
hereof, and except in this subsection, any reference to a BA shall include such
BA Equivalent Advance.

     Section 2B.9. General Procedures for Bankers' Acceptances.

     (a) Continuations. In the case of a Continuation of maturing Bankers'
Acceptances, each Canadian Revolver Lender in order to satisfy the continuing
liability of Canadian Revolver Borrower to the Canadian Revolver Lender for the
face amount of the maturing Bankers' Acceptances, shall retain for its own
account the Net Proceeds of each new Bankers' Acceptance issued by it in
connection with such Continuation; and Canadian Revolver Borrower shall, on the
maturity date of the maturing Bankers' Acceptances, pay to Canadian
Administration Agent for the benefit of Canadian Revolver Lenders an amount
equal to the difference between the face amount of the maturing Bankers'
Acceptances and the aggregate Net Proceeds of the new Bankers' Acceptances.

     (b) Conversion from Canadian Revolver Prime Rate Loans. In the case of a
Conversion from a Borrowing of Canadian Revolver Prime Rate Loans into a
Borrowing by way of Bankers' Acceptances to be accepted by a Canadian Revolver
Lender pursuant to Sections 2B.1, 2B.2 and 2B.3, such Canadian Revolver Lender,
in order to satisfy the continuing liability of Canadian Revolver Borrower to it
for the principal amount of the Canadian Revolver Prime Rate Loans being
converted, shall retain for its own account the Discount Proceeds of each new
Bankers' Acceptance issued by it in connection with such Conversion; and
Canadian Revolver Borrower shall, on the date of issuance of the Bankers'
Acceptances, pay to Canadian Administration Agent for the benefit of Canadian
Revolver Lenders an amount equal to the difference between the aggregate
principal amount of the Canadian Revolver Prime Rate Loans being converted owing
to the Canadian Revolver Lenders and the aggregate Discount Proceeds of such
Bankers' Acceptances.

     (c) Authorization. Canadian Revolver Borrower hereby authorizes each
Canadian Revolver Lender to complete, stamp, hold, sell, rediscount or otherwise
dispose of all Bankers' Acceptances accepted by it pursuant to this Section in
accordance with the instructions provided by Canadian Revolver Borrower pursuant
to Section 2B.3, as applicable.

     (d) Depository Notes. The parties agree that in the administering of
Bankers' Acceptances, each Canadian Revolver Lender may avail itself of the debt
clearing services offered by a clearing house for depository notes pursuant to
the Depository Bills and Notes Act (Canada) and that the procedures set forth in
Article II be deemed amended to the extent necessary to comply with the
requirements of such debt clearing services.

     Section 2B.10. Execution of Bankers' Acceptances. The signatures of any
authorized signatory on Bankers' Acceptances which are authorized and requested
hereunder by the

                                       49

Canadian Revolver Borrower may, at the option of Canadian Revolver Borrower, be
reproduced in facsimile and such Bankers' Acceptances bearing such facsimile
signatures shall be binding on Canadian Revolver Borrower as if they had been
manually signed by such authorized signatory. Notwithstanding that any person
whose signature appears on any Bankers' Acceptance as a signatory may no longer
be an authorized signatory of Canadian Revolver Borrower at the date of issuance
of a Bankers' Acceptance, and notwithstanding that the signature affixed may be
a reproduction only, such signature shall, unless prior to its use the Canadian
Revolver Borrower has notified the Canadian Administration Agent in writing to
contrary, nevertheless be valid and sufficient for all purposes as if such
authority had remained in force at the time of such issuance and as if such
signature had been manually applied, and any such Bankers' Acceptance so signed
shall be binding on Canadian Revolver Borrower.

     Section 2B.11. Escrowed Funds. Upon the occurrence of an Event of Default
and an acceleration of the Obligations under Section 8.1, or if, after the
making of a prepayment as permitted or required under Section 2B.4, the
outstanding Bankers' Acceptances will exceed the Canadian Revolver Commitment,
Canadian Revolver Borrower shall forthwith pay to Canadian Administration Agent
for deposit into an escrow account maintained by and in the name of Canadian
Administration Agent for the benefit of Canadian Revolver Lenders in accordance
with their Percentage Shares an amount equal to the Canadian Revolver Lenders'
maximum potential liability (as determined by Canadian Administration Agent)
under then outstanding Bankers' Acceptances or the amount by which the then
outstanding Bankers' Acceptances exceed the Canadian Revolver Commitment, as the
case may be (the "Escrow Funds"). The Escrow Funds shall be held by Canadian
Administration Agent for set-off against such outstanding Bankers' Acceptances
or such excess, as the case may be, or future Canadian Obligations, and pending
such application shall bear interest at the rate declared by Canadian
Administration Agent from time to time as that payable by it in respect of
deposits for such amount and for such period relative to the maturity date of
such Bankers' Acceptances, as applicable. If such Event of Default is either
waived or cured in compliance with the terms of this Agreement, or the
outstanding Bankers' Acceptances no longer exceed the Canadian Revolver
Commitment, as the case may be, then the Escrow Funds, together with any accrued
interest to the date of release, shall be forthwith released to Canadian
Revolver Borrower.

     Section 2B.12. Canadian Letters of Credit. Subject to the terms and
conditions hereof, Canadian Revolver Borrower may during the Canadian Commitment
Period request Canadian LC Issuer to issue, amend, or extend the expiration date
of, one or more Canadian Letters of Credit denominated in either Canadian
Dollars or Dollars, provided that, after taking such Canadian Letter of Credit
into account:

          (a) the Canadian Facility Usage does not exceed the Canadian Revolver
     Commitment at such time;

          (b) the aggregate amount of Canadian LC Obligations at such time does
     not exceed the Dollar Equivalent of $5,000,000;

                                       50

          (c) the expiration date of such Canadian Letter of Credit is prior to
     the earlier of (i) one (1) year after the date of issuance of such Canadian
     Letter of Credit or (ii) the end of the Canadian Commitment Period;

          (d) such Canadian Letter of Credit is to be used for general corporate
     purposes of Canadian Revolver Borrower or any of its Subsidiaries and is
     not directly or indirectly used to assure payment of or otherwise support
     any Indebtedness of any Person, except Indebtedness of a Restricted Person;

          (e) the issuance of such Canadian Letter of Credit will be in
     compliance with all applicable governmental restrictions, policies, and
     guidelines and will not subject Canadian LC Issuer to any cost which is not
     reimbursable under Article III;

          (f) the form and terms of such Canadian Letter of Credit are
     acceptable to Canadian LC Issuer in its sole and absolute discretion; and

          (g) all other conditions in this Agreement to the issuance of such
     Canadian Letter of Credit have been satisfied.

Canadian LC Issuer will honor any such request if the foregoing conditions (a)
through (g) (in the following Section 2B.13 called the "Canadian LC Conditions")
have been met as of the date of issuance, amendment, or extension of the
expiration, of such Canadian Letter of Credit.

     Section 2B.13. Requesting Canadian Letters of Credit. Canadian Revolver
Borrower must make written application for any Canadian Letter of Credit at
least two Business Days before the date on which Canadian Revolver Borrower
desires for Canadian LC Issuer to issue such Canadian Letter of Credit. By
making any such written application, unless otherwise expressly stated therein,
Canadian Revolver Borrower shall be deemed to have represented and warranted
that the Canadian LC Conditions described in Section 2B.12 will be met as of the
date of issuance of such Canadian Letter of Credit. Each such written
application for a Canadian Letter of Credit must be made in writing in the form
and substance of Exhibit G-2, the terms and provisions of which are hereby
incorporated herein by reference (or in such other form as may mutually be
agreed upon by Canadian LC Issuer and Canadian Revolver Borrower). If all
Canadian LC Conditions for a Canadian Letter of Credit have been met as
described in Section 2B.12 on any Business Day before 11:00 a.m., Toronto,
Ontario time, Canadian LC Issuer will issue such Canadian Letter of Credit on
the same Business Day at Canadian LC Issuer's office in Toronto, Ontario. If the
Canadian LC Conditions are met as described in Section 2B.12 on any Business Day
on or after 11:00 a.m., Toronto, Ontario time, Canadian LC Issuer will issue
such Canadian Letter of Credit on the next succeeding Business Day at Canadian
LC Issuer's office in Toronto, Ontario. If any provisions of any Canadian LC
Application conflict with any provisions of this Agreement, the provisions of
this Agreement shall govern and control.

     Section 2B.14. Reimbursement and Participations.

     (a)  Reimbursement by Canadian Revolver Borrower. Each Matured Canadian LC
Obligation shall constitute a loan by Canadian LC Issuer to Canadian Revolver
Borrower.

                                       51

Canadian Revolver Borrower promises to pay to Canadian LC Issuer, or to Canadian
LC Issuer's order, on demand, the full amount of each Matured Canadian LC
Obligation, together with interest thereon (i) at the Canadian Revolver Prime
Rate to and including the second Business Day after the Matured Canadian LC
Obligation is incurred and (ii) at the Default Rate on each day thereafter.

     (b) Canadian Letter of Credit Advances. If the beneficiary of any Canadian
Letter of Credit makes a draft or other demand for payment thereunder then
Canadian Revolver Borrower may, during the interval between the making thereof
and the honoring thereof by Canadian LC Issuer, request Canadian Revolver
Lenders to make Canadian Revolver Loans to Canadian Revolver Borrower in the
amount of such draft or demand, which Canadian Revolver Loans shall be made
concurrently with Canadian LC Issuer's payment of such draft or demand and shall
be immediately used by Canadian LC Issuer to repay the amount of the resulting
Matured Canadian LC Obligation. Such a request by Canadian Revolver Borrower
shall be made in compliance with all of the provisions hereof, provided that for
the purposes of the first sentence of Section 2B.1, the amount of such Canadian
Revolver Loans shall be considered, but the amount of the Matured Canadian LC
Obligation to be concurrently paid by such Canadian Revolver Loans shall not be
considered.

     (c) Participation by Canadian Lenders. Canadian LC Issuer irrevocably
agrees to grant and hereby grants to each Canadian Revolver Lender, and -- to
induce Canadian LC Issuer to issue Canadian Letters of Credit hereunder -- each
Canadian Revolver Lender irrevocably agrees to accept and purchase and hereby
accepts and purchases from Canadian LC Issuer, on the terms and conditions
hereinafter stated and for such Canadian Revolver Lender's own account and risk
an undivided interest equal to such Canadian Revolver Lender's Percentage Share
of Canadian LC Issuer's obligations and rights under each Canadian Letter of
Credit issued hereunder and the amount of each Matured Canadian LC Obligation
paid by Canadian LC Issuer thereunder. Each Canadian Revolver Lender
unconditionally and irrevocably agrees with Canadian LC Issuer that, if a
Matured Canadian LC Obligation is paid under any Canadian Letter of Credit for
which Canadian LC Issuer is not reimbursed in full by Canadian Revolver Borrower
in accordance with the terms of this Agreement and the related Canadian LC
Application (including any reimbursement by means of concurrent Canadian
Revolver Loans or by the application of Canadian LC Collateral), such Canadian
Revolver Lender shall (in all circumstances and without set-off or counterclaim)
pay to Canadian LC Issuer on demand, in immediately available funds at Canadian
LC Issuer's address for notices hereunder, such Canadian Revolver Lender's
Percentage Share of such Matured Canadian LC Obligation (or any portion thereof
which has not been reimbursed by Canadian Revolver Borrower). Each Canadian
Revolver Lender's obligation to pay Canadian LC Issuer pursuant to the terms of
this subsection is irrevocable and unconditional. If any amount required to be
paid by any Canadian Revolver Lender to Canadian LC Issuer pursuant to this
subsection is paid by such Canadian Revolver Lender to Canadian LC Issuer within
three Business Days after the date such payment is due, Canadian LC Issuer shall
in addition to such amount be entitled to recover from such Canadian Revolver
Lender, on demand, interest thereon calculated from such due date at the "Bank
Rate" as set by the Bank of Canada, as quoted on Reuters page BOCFAD. If any
amount required to be paid by any Canadian Revolver Lender to Canadian LC Issuer
pursuant to this subsection is not paid by such Canadian Revolver Lender to
Canadian LC Issuer within three Business Days after

                                       52

the date such payment is due, Canadian LC Issuer shall in addition to such
amount be entitled to recover from such Canadian Revolver Lender, on demand,
interest thereon calculated from such due date at the Canadian Revolver Prime
Rate.

     (d)  Distributions to Participants. Whenever Canadian LC Issuer has in
accordance with this section received from any Canadian Revolver Lender payment
of such Canadian Revolver Lender's Percentage Share of any Matured Canadian LC
Obligation, if Canadian LC Issuer thereafter receives any payment of such
Matured Canadian LC Obligation or any payment of interest thereon (whether
directly from Canadian Revolver Borrower or by application of Canadian LC
Collateral or otherwise, and excluding only interest for any period prior to
Canadian LC Issuer's demand that such Canadian Revolver Lender make such payment
of its Percentage Share), Canadian LC Issuer will distribute to such Canadian
Revolver Lender its Percentage Share of the amounts so received by Canadian LC
Issuer; provided, however, that if any such payment received by Canadian LC
Issuer must thereafter be returned by Canadian LC Issuer, such Canadian Revolver
Lender shall return to Canadian LC Issuer the portion thereof which Canadian LC
Issuer has previously distributed to it.

     (e)  Calculations. A written advice setting forth in reasonable detail the
amounts owing under this section, submitted by Canadian LC Issuer to Canadian
Revolver Borrower or any Canadian Revolver Lender from time to time, shall be
conclusive, absent manifest error, as to the amounts thereof.

     Section 2B.15. Canadian Letter of Credit Fees. In consideration of Canadian
LC Issuer's issuance of any Canadian Letter of Credit, Canadian Revolver
Borrower agrees to pay (i) to Canadian Administration Agent for the account of
each Canadian Revolver Lender in proportion to its Percentage Share, a Canadian
Letter of Credit fee equal to the Canadian Letter of Credit Fee Rate applicable
each day times the face amount of such Canadian Letter of Credit and (ii) to
such Canadian LC Issuer for its own account, a letter of credit fronting fee at
a rate equal to one-eighth percent (.125%) per annum times the face amount of
such Canadian Letter of Credit. Each such fee will be calculated on the face
amount of each Canadian Letter of Credit outstanding on each day at the above
applicable rates and will be payable quarterly in arrears on the last day of
each March, June, September and December. In addition, Canadian Revolver
Borrower will pay to Canadian LC Issuer a minimum administrative issuance fee
and such other fees and charges customarily charged by the Canadian LC Issuer in
respect of any issuance, amendment or negotiation of any Canadian Letter of
Credit in accordance with the Canadian LC Issuer's published schedule of such
charges effective as of the date of such amendment or negotiation.

     Section 2B.16. No Duty to Inquire.

     (a)  Drafts and Demands. Canadian LC Issuer is authorized and instructed to
accept and pay drafts and demands for payment under any Canadian Letter of
Credit without requiring, and without responsibility for, any determination as
to the existence of any event giving rise to said draft, either at the time of
acceptance or payment or thereafter. Canadian LC Issuer is under no duty to
determine the proper identity of anyone presenting such a draft or making such a
demand (whether by tested telex or otherwise) as the officer, representative or
agent of any

                                       53

beneficiary under any Canadian Letter of Credit, and payment by Canadian LC
Issuer to any such beneficiary when requested by any such purported officer,
representative or agent is hereby authorized and approved. Canadian Revolver
Borrower releases each Lender Party from, and agrees to hold each Lender Party
harmless and indemnified against, any liability or claim in connection with or
arising out of the subject matter of this section, WHICH INDEMNITY SHALL APPLY
WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY OR TO ANY EXTENT
CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY
LENDER PARTY, provided only that no Lender Party shall be entitled to
indemnification for that portion, if any, of any liability or claim which is
proximately caused by its own individual gross negligence or willful misconduct,
as determined in a final judgment.

     (b) Extension of Maturity. If the maturity of any Canadian Letter of Credit
is extended by its terms or by Law or governmental action, if any extension of
the maturity or time for presentation of drafts or any other modification of the
terms of any Canadian Letter of Credit is made at the request of any Restricted
Person, or if the amount of any Canadian Letter of Credit is increased at the
request of any Restricted Person, this Agreement shall be binding upon all
Restricted Persons with respect to such Canadian Letter of Credit as so
extended, increased or otherwise modified, with respect to drafts and property
covered thereby, and with respect to any action taken by Canadian LC Issuer,
Canadian LC Issuer's correspondents, or any Canadian Revolver Lender in
accordance with such extension, increase or other modification.

     (c) Transferees of Canadian Letters of Credit. If any Canadian Letter of
Credit provides that it is transferable, Canadian LC Issuer shall have no duty
to determine the proper identity of anyone appearing as transferee of such
Canadian Letter of Credit, nor shall Canadian LC Issuer be charged with
responsibility of any nature or character for the validity or correctness of any
transfer or successive transfers, and payment by Canadian LC Issuer to any
purported transferee or transferees as determined by Canadian LC Issuer is
hereby authorized and approved, and Canadian Revolver Borrower releases each
Lender Party from, and agrees to hold each Lender Party harmless and indemnified
against, any liability or claim in connection with or arising out of the
foregoing, WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR
CLAIM IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY
NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY LENDER PARTY, provided only that no
Lender Party shall be entitled to indemnification for that portion, if any, of
any liability or claim which is proximately caused by its own individual gross
negligence or willful misconduct, as determined in a final judgment.

     Section 2B.17. Canadian LC Collateral.

     (a) Canadian LC Obligations in Excess of Canadian Revolver Commitment. If,
after the making of all mandatory prepayments required under Section 2B.4(c),
the outstanding Canadian LC Obligations will exceed the Canadian Revolver
Commitment, then in addition to prepayment of the entire principal balance of
the Canadian Revolver Loans, Canadian Revolver Borrower will immediately pay to
Canadian LC Issuer an amount equal to such excess. Canadian LC Issuer will hold
such amount as collateral security for the remaining Canadian LC Obligations
(all such amounts held as collateral security for Canadian LC Obligations being
herein collectively called "Canadian LC Collateral") and the other Obligations,
and such

                                       54

collateral may be applied from time to time to any Matured Canadian LC
Obligations or other Obligations which are due and payable. Neither this
subsection nor the following subsection shall, however, limit or impair any
rights which Canadian LC Issuer may have under any other document or agreement
relating to any Canadian Letter of Credit, Canadian LC Collateral or Canadian LC
Obligation, including any LC Application, or any rights which any Canadian
Lender Party may have to otherwise apply any payments by Canadian Revolver
Borrower and any Canadian LC Collateral under Section 3B.1.

     (b) Acceleration of Canadian LC Obligations. If the Obligations or any part
thereof become immediately due and payable pursuant to Section 8.1 then, unless
all Canadian Revolver Lenders otherwise specifically elect to the contrary
(which election may thereafter be retracted by any Canadian Revolver Lender at
any time), all Canadian LC Obligations shall become immediately due and payable
without regard to whether or not actual drawings or payments on the Canadian
Letters of Credit have occurred, and Canadian Revolver Borrower shall be
obligated to pay to Canadian LC Issuer immediately an amount equal to the
aggregate Canadian LC Obligations which are then outstanding to be held as
Canadian LC Collateral.

     (c) Investment of Canadian LC Collateral. Pending application thereof, all
Canadian LC Collateral shall be invested by Canadian LC Issuer in such Cash
Equivalents as Canadian LC Issuer may choose in its sole discretion. All
interest on (and other proceeds of) such Investments shall be reinvested or
applied to Matured Canadian LC Obligations or other Obligations which are due
and payable. When all Obligations have been satisfied in full, including all
Canadian LC Obligations, all Canadian Letters of Credit have expired or been
terminated, and all of Canadian Borrowers's reimbursement obligations in
connection therewith have been satisfied in full, Canadian LC Issuer shall
release any remaining Canadian LC Collateral. Canadian Revolver Borrower hereby
assigns and grants to Canadian LC Issuer for the benefit of Canadian Revolver
Lenders a continuing security interest in all Canadian LC Collateral paid by it
to Canadian LC Issuer, all Investments purchased with such Canadian LC
Collateral, and all proceeds thereof to secure its Matured Canadian LC
Obligations and its Obligations under this Agreement, each Canadian Revolver
Note, and the other Loan Documents, and Canadian Revolver Borrower agrees that
such Canadian LC Collateral, Investments and proceeds shall be subject to all of
the terms and conditions of the Security Documents. Canadian Revolver Borrower
further agrees that Canadian LC Issuer shall have all of the rights and remedies
of a secured party under the Personal Property Security Act (Alberta) with
respect to such security interest and that an Event of Default under this
Agreement shall constitute a default for purposes of such security interest.

     (d) Payment of Canadian LC Collateral. When Canadian Revolver Borrower is
required to provide Canadian LC Collateral for any reason and fails to do so on
the day when required, Canadian LC Issuer or Canadian Administration Agent may
without prior notice to Canadian Revolver Borrower or any other Restricted
Person provide such Canadian LC Collateral (whether by application of proceeds
of other Collateral, by transfers from other accounts maintained with Canadian
LC Issuer, or otherwise) using any available funds of Canadian Revolver Borrower
or any other Person also liable to make such payments, and Canadian LC Issuer or
Canadian Administration Agent will give notice thereof to Canadian Revolver
Borrower promptly after such application or transfer. Any such amounts which are
required to be provided as Canadian LC Collateral and which are not provided on
the date

                                       55

required shall, for purposes of each Security Document, be considered past due
Obligations owing hereunder, and Canadian LC Issuer is hereby authorized to
exercise its respective rights under each Security Document to obtain such
amounts.

     Section 2B.18. Hedging Contracts. All Hedging Contracts permitted hereunder
entered into with any one or more Canadian Revolver Lenders or their Affiliates
shall be deemed to be Obligations and be secured by all Collateral; subject,
however, to the provisions of the Intercreditor Agreement.

                            ARTICLE IIC - Term Loans

     Section 2C.1.  Term Loans. Subject to the terms and conditions hereof, each
Term Lender has made an advance to Term Borrower (herein called such Lender's
"Term Loan"), the outstanding amount of such Term Loan being as set forth on
Schedule 1 attached hereto. Portions of each Term Lender's Term Loan may from
time to time be designated as a Term Base Rate Loan or Term LIBOR Loan as
provided herein. The obligation of Term Borrower to repay to each Term Lender
the amount of the Term Loan made by such Term Lender to Term Borrower, together
with interest accruing in connection therewith, shall be evidenced by a single
promissory note (herein called such Term Lender's "Term Note") made by Term
Borrower payable to the order of such Term Lender in the form of Exhibit A-3
with appropriate insertions. The amount of principal owing on any Term Lender's
Term Note at any given time shall be the amount of such Term Lender's Term Loan
minus all payments of principal theretofore received by such Term Lender on such
Term Note. Interest on each Term Note shall accrue and be due and payable as
provided herein and therein. Each Term Note shall be due and payable as provided
herein and therein, and shall be due and payable in full on the Term Loan
Maturity Date. No portion of any Term Loan which has been repaid may be
reborrowed. Term Borrower may have no more than three Borrowings of Term LIBOR
Loans outstanding at any time. All payments of principal and interest on the
Term Loans shall be made in Dollars. All Term Loans shall be advanced to Term
Borrower in Dollars.

     Section 2C.2.  Continuations and Conversions of Existing Term Loans. Term
Borrower may make the following elections with respect to outstanding Term Loans
(1) to Convert, in whole or part, any Type of Term Loan to any other Type of
Term Loan, provided that any such Conversion of any Term LIBOR Loan must be made
on the last day of the Interest Period applicable thereto; and (2) to Continue,
in whole or in part, Term LIBOR Loans beyond the expiration of such Interest
Period by designating a new Interest Period to take effect at the time of such
expiration. In making such elections, Term Borrower may combine existing Term
Loans made pursuant to separate Borrowings into one new Borrowing or divide
existing Term Loans made pursuant to one Borrowing into separate new Borrowings,
provided that Term Borrower may have no more than three Borrowings of Term LIBOR
Loans outstanding at any time. To make any such election, Term Borrower must
give to Administrative Agent written notice (or telephonic notice promptly
confirmed in writing) of any such Conversion or Continuation of existing Term
Loans, with a separate notice given for each new Borrowing. Each such notice
constitutes a "Continuation/Conversion Notice" hereunder and must:

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

                                       56

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

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

Each such written request or confirmation must be made in the form and substance
of the "Continuation/Conversion Notice" attached hereto as Exhibit B-3, duly
completed. Each such telephonic request shall be deemed a representation,
warranty, acknowledgment and agreement by Term Borrower as to the matters which
are required to be set out in such written confirmation. Upon receipt of any
such Continuation/Conversion Notice, Administrative Agent shall give each Term
Lender prompt notice of the terms thereof. Each Continuation/Conversion Notice
shall be irrevocable and binding on Term Borrower. During the continuance of any
Default, Term Borrower may not make any election to Convert existing Term Loans
into LIBOR Loans or Continue existing LIBOR Loans made under this Agreement as
LIBOR Loans beyond the last day of the respective and corresponding Interest
Period If (due to the existence of a Default or for any other reason) Term
Borrower fails to timely and properly give any Continuation/Conversion Notice
with respect to a Borrowing of existing LIBOR Loans at least three days prior to
the end of the Interest Period applicable thereto, such LIBOR Loans (to the
extent not prepaid at the end of such Interest Period) shall automatically be
Converted into Term Base Rate Loans at the end of such Interest Period. No new
funds shall be repaid by Term Borrower or advanced by any Term Lender in
connection with any Continuation or Conversion of existing Term Loans pursuant
to this section, and no such Continuation or Conversion shall be deemed to be a
new advance of funds for any purpose; such Continuations and Conversions merely
constitute a change in terms of already outstanding Term Loans and the interest
rate applicable thereto.

      Section 2C.3. Repayments.

     (a)  Scheduled Repayments of Principal. Subject to Section 2C.3(b) Term
Borrower shall repay the principal of the Term Loans as follows: (i) a principal
payment in the amount of $1,000,000 shall be due and payable on May 4, 2002,
which amount has been timely paid; (ii) a principal payment in the amount of
$7,000,000 shall be due and payable on May 4, 2003; (iii) a principal payment in
the amount of $8,000,000 shall be due and payable on each of May 4, 2004 and May
4, 2005; and (iv) the outstanding principal balance shall be due on the Term
Loan Maturity Date.

     (b)  Income Tax Act (Canada). Except as otherwise provided in Section 8.1,
notwithstanding anything to the contrary contained herein, in no event shall
Term Borrower be

                                       57

required to repay 25% or more of the principal amount (as defined in the Income
Tax Act (Canada)) of the Term Loans made to it prior to five years and a day
after the date on which the Term Loans are made.

     (c) Interest Rates. Each Term Loan shall bear interest as follows: (i)
unless the Default Rate shall apply, (A) each Term Base Rate Loan shall bear
interest on each day outstanding at the US Base Rate plus the Term Base Rate
Margin in effect on such day, and (B) each Term LIBOR Loan shall bear interest
on each day during the related Interest Period at the related US LIBOR Rate plus
the Term LIBOR Rate Margin in effect on such day, and (ii) during a Default Rate
Period, all Term Loans shall bear interest on each day outstanding at the
applicable Default Rate. If an Event of Default based upon Section 8.1(a),
Section 8.1(b) or, with respect to Term Borrower, based upon Section 8.1(i)(i),
(i)(ii) or (i)(iii) exists and the Term Loans are not bearing interest at the
Default Rate, the past due principal and past due interest shall bear interest
on each day outstanding at the applicable Default Rate. The interest rate shall
change whenever the applicable US Base Rate, the US LIBOR Rate, Term Base Rate
Margin, or the Term LIBOR Rate Margin changes. In no event shall the interest
rate on any Term Loan exceed the Highest Lawful Rate.

     (d) Optional Prepayments. Term Borrower may, upon three Business Days'
notice, as to Term LIBOR Loans, or one Business Day's notice, as to Term Base
Rate Loans, to Administrative Agent (and Administrative Agent will promptly give
notice to the other Term Lenders) from time to time and without premium or
penalty prepay the Term Loans, in whole or in part, so long as the aggregate
amounts of all partial prepayments of principal on the Term Loans equals
$5,000,000 or any higher integral multiple of $1,000,000. Notwithstanding the
foregoing sentence, if Term Borrower shall prepay, in whole or in part, the Term
Loans before the first anniversary of the initial advance of the Term Loans,
voluntarily as provided in this subsection, Term Borrower shall pay to
Administrative Agent for the account of each Term Lender a prepayment premium
(the "Prepayment Premium") in an amount equal to one percent (1.0%) of the
amount of any such prepayment. Upon receipt of any notice described in the first
sentence of this subsection, Administrative Agent shall give each Term Lender
prompt notice of the terms thereof. Each prepayment of principal of a Term LIBOR
Loan under this subsection shall be accompanied by all interest then accrued and
unpaid on the principal so prepaid. Any principal or interest prepaid pursuant
to this subsection shall be in addition to, and not in lieu of, all payments
otherwise required to be paid under the Loan Documents at the time of such
prepayment.

     Section 2C.4. Use of Proceeds. In no event shall the funds from any Term
Loan be used directly or indirectly by any Person for personal, family,
household or agricultural purposes or for the purpose, whether immediate,
incidental or ultimate, of purchasing, acquiring or carrying any "margin stock"
(as such term is defined in Regulation U promulgated by the Board of Governors
of the Federal Reserve System) or to extend credit to others directly or
indirectly for the purpose of purchasing or carrying any such margin stock. Term
Borrower represents and warrants that it is not engaged principally, or as one
of its important activities, in the business of extending credit to others for
the purpose of purchasing or carrying such margin stock.

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     Section 2C.5. Hedging Contracts. All Hedging Contracts permitted hereunder
entered into with any one or more Term Lenders or their Affiliates shall be
deemed to be Obligations and be secured by all Collateral; subject, however, to
the provisions of the Intercreditor Agreement.

                           ARTICLE IID - Term-B Loans

     Section 2D.1. Term-B Loans. Subject to the terms and conditions hereof,
each Term-B Lender has made an advance to US Borrower (herein called such
Lender's "Term-B Loan"), the outstanding amount of such Term-B Loan being set
forth on Schedule 1 attached hereto. Portions of each Term-B Lender's Term-B
Loan may from time to time be designated as a Term-B Base Rate Loan or Term-B
LIBOR Loan as provided herein. The obligation of US Borrower to repay to each
Term-B Lender the amount of the Term-B Loan made by such Term-B Lender to US
Borrower, together with interest accruing in connection therewith, shall be
evidenced by a single promissory note (herein called such Term-B Lender's
"Term-B Note") made by US Borrower payable to the order of such Term-B Lender in
the form of Exhibit A-4 with appropriate insertions. The amount of principal
owing on any Term-B Lender's Term-B Note at any given time shall be the amount
of such Term-B Lender's Term-B Loan minus all payments of principal theretofore
received by such Term-B Lender on such Term-B Note. Interest on each Term-B Note
shall accrue and be due and payable as provided herein and therein. Each Term-B
Note shall be due and payable as provided herein and therein, and shall be due
and payable in full on the Term-B Loan Maturity Date. No portion of any Term-B
Loan which has been repaid may be reborrowed. US Borrower may have no more than
three Borrowings of Term-B LIBOR Loans outstanding at any time. All payments of
principal and interest on the Term-B Loans shall be made in Dollars. All Term-B
Loans shall be advanced to US Borrower in Dollars.

     Section 2D.2. Continuations and Conversions of Existing Term-B Loans. US
Borrower may make the following elections with respect to outstanding Term-B
Loans (1) to Convert, in whole or part, any Type of Term-B Loan to any other
Type of Term-B Loan, provided that any such Conversion of any Term-B LIBOR Loan
must be made on the last day of the Interest Period applicable thereto; and (2)
to Continue, in whole or in part, Term-B LIBOR Loans beyond the expiration of
such Interest Period by designating a new Interest Period to take effect at the
time of such expiration. In making such elections, US Borrower may combine
existing Term-B Loans made pursuant to separate Borrowings into one new
Borrowing or divide existing Term-B Loans made pursuant to one Borrowing into
separate new Borrowings, provided that US Borrower may have no more than three
Borrowings of Term-B LIBOR Loans outstanding at any time. To make any such
election, US Borrower must give to Administrative Agent written notice (or
telephonic notice promptly confirmed in writing) of any such Conversion or
Continuation of existing Term-B Loans, with a separate notice given for each new
Borrowing. Each such notice constitutes a "Continuation/Conversion Notice"
hereunder and must:

               (a) specify the existing Term-B Loans which are to be Continued
          or Converted;

               (b) specify (i) the aggregate amount of any Borrowing of Term-B
          Base Rate Loans into which such existing Term-B Loans are to be
          Continued or Converted and the date on which such Continuation or
          Conversion is to occur, or (ii) the aggregate amount

                                       59

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

               (c)  be received by Administrative Agent not later than 11:00
          a.m., Boston, Massachusetts time, on (i) the day on which any such
          Continuation or Conversion to Term-B Base Rate Loans is to occur, or
          (ii) the third Business Day preceding the day on which any such
          Continuation or Conversion to Term-B LIBOR Loans is to occur. Each
          such written request or confirmation must be made in the form and
          substance of the "Continuation/Conversion Notice" attached hereto as
          Exhibit C-4, duly completed. Each such telephonic request shall be
          deemed a representation, warranty, acknowledgment and agreement by US
          Borrower as to the matters which are required to be set out in such
          written confirmation. Upon receipt of any such Continuation/Conversion
          Notice, Administrative Agent shall give each Term-B Lender prompt
          notice of the terms thereof. Each Continuation/Conversion Notice shall
          be irrevocable and binding on US Borrower. During the continuance of
          any Default, US Borrower may not make any election to Convert existing
          Term-B Loans into LIBOR Loans or Continue existing LIBOR Loans made
          under this Agreement as LIBOR Loans beyond the last day of the
          respective and corresponding Interest Period. If (due to the existence
          of a Default or for any other reason) US Borrower fails to timely and
          properly give any Continuation/Conversion Notice with respect to a
          Borrowing of existing LIBOR Loans at least three days prior to the end
          of the Interest Period applicable thereto, such LIBOR Loans (to the
          extent not prepaid at the end of such Interest Period) shall
          automatically be Converted into Term-B Base Rate Loans at the end of
          such Interest Period. No new funds shall be repaid by US Borrower or
          advanced by any Term-B Lender in connection with any Continuation or
          Conversion of existing Term-B Loans pursuant to this section, and no
          such Continuation or Conversion shall be deemed to be a new advance of
          funds for any purpose; such Continuations and Conversions merely
          constitute a change in terms of already outstanding Term-B Loans and
          the interest rate applicable thereto.

          Section 2D.3. Repayments.

          (a)  Scheduled Repayments of Principal. US Borrower shall repay the
principal of the Term-B Loans as follows: (i) a principal payment in an amount
equal to one percent of the original principal amount of the Term-B Loans shall
be due and payable on September 21 of each year, commencing September 21, 2002,
and (ii) the outstanding principal balance shall be due on the Term-B Loan
Maturity Date.

          (b)  Interest Rates. Each Term-B Loan shall bear interest as follows:
(i) unless the Default Rate shall apply, (A) each Term-B Base Rate Loan shall
bear interest on each day outstanding at the US Base Rate plus the Term-B Base
Rate Margin in effect on such day, and (B) each Term-B LIBOR Loan shall bear
interest on each day during the related Interest Period at the related US LIBOR
Rate plus the Term-B LIBOR Rate Margin in effect on such day, and (ii) during a
Default Rate Period, all Term-B Loans shall bear interest on each day
outstanding at the applicable Default Rate. If an Event of Default based upon
Section 8.1(a), Section 8.1(b) or,

                                       60

with respect to US Borrower, based upon Section 8.1(i)(i), (i)(ii) or (i)(iii)
exists and the Term-B Loans are not bearing interest at the Default Rate, the
past due principal and past due interest shall bear interest on each day
outstanding at the applicable Default Rate. The interest rate shall change
whenever the applicable US Base Rate, the US LIBOR Rate, Term-B Base Rate
Margin, or the Term-B LIBOR Rate Margin changes. In no event shall the interest
rate on any Term-B Loan exceed the Highest Lawful Rate.

     (c)  Optional Prepayments. US Borrower may, upon three Business Days'
notice, as to Term-B LIBOR Loans, or one Business Day's notice, as to Term-B
Base Rate Loans, to Administrative Agent (and Administrative Agent will promptly
give notice to the other Term-B Lenders) from time to time and without premium
or penalty prepay the Term-B Loans, in whole or in part, so long as the
aggregate amounts of all partial prepayments of principal on the Term-B Loans
equals $5,000,000 or any higher integral multiple of $1,000,000. Each prepayment
of principal of a Term-B LIBOR Loan under this subsection shall be accompanied
by all interest then accrued and unpaid on the principal so prepaid. Any
principal or interest prepaid pursuant to this subsection shall be in addition
to, and not in lieu of, all payments otherwise required to be paid under the
Loan Documents at the time of such prepayment.

     Section 2D.4. Use of Proceeds. US Borrower shall use all Term-B Loans to
provide working capital for operations and for other general business purposes,
including acquisitions and refinancing Obligations, but not to pay distributions
to partners of Restricted Persons. In no event shall the funds from any Term-B
Loan be used directly or indirectly by any Person for personal, family,
household or agricultural purposes or for the purpose, whether immediate,
incidental or ultimate, of purchasing, acquiring or carrying any "margin stock"
(as such term is defined in Regulation U promulgated by the Board of Governors
of the Federal Reserve System) or to extend credit to others directly or
indirectly for the purpose of purchasing or carrying any such margin stock. US
Borrower represents and warrants that it is not engaged principally, or as one
of its important activities, in the business of extending credit to others for
the purpose of purchasing or carrying such margin stock.

                        ARTICLE III - Payments to Lenders

     Section 3.1.  General Procedures.

     (a)  Each Restricted Person shall pay all amounts owing such Restricted
Person with respect to any US Obligations (whether for principal, interest,
fees, or otherwise) to Administrative Agent for the account of the US Lender
Party to whom such payment is owed in Dollars, without set-off, deduction or
counterclaim, and in immediately available funds and each Restricted Person
shall pay all amounts owing by such Restricted Person with respect to any
Canadian Obligations (whether for principal, interest, fees, or otherwise) to
Canadian Administration Agent for the account of the Canadian Lender Party to
whom such payment is owed in Canadian Dollars (or with respect to Canadian
Revolver Loans funded in Dollars, in Dollars), without set-off, deduction or
counterclaim, and in immediately available funds; provided, however, that all
amounts paid by Administrative Agent on behalf of any Restricted Person in
accordance with Section 6.9 hereof shall be reimbursed to Administrative Agent
by US Borrower in the currency in which such amounts were paid by Administrative
Agent. If any

                                       61

payment is received on account of any US Obligation in any currency other than
Dollars (whether voluntarily or pursuant to any order or judgment or the
enforcement thereof or the realization of any security or the liquidation of any
Person or otherwise howsoever), such payment shall constitute a discharge of the
liability of a Restricted Person hereunder and under the other Loan Documents in
respect of such US Obligation only to the extent of the amount of Dollars which
the relevant Lender Parties are able to purchase with the amount of the other
currency received by it on the Business Day next following such receipt by the
Administrative Agent in accordance with its normal procedures and after
deducting any premium and costs of exchange. If any payment is received on
account of any Canadian Obligation in any currency other than Canadian Dollars
(whether voluntarily or pursuant to any order or judgment or the enforcement
thereof or the realization of any security or the liquidation of any Person or
otherwise howsoever), such payment shall constitute a discharge of the liability
of a Restricted Person hereunder and under the other Loan Documents in respect
of such Canadian Obligation only to the extent of the amount of Canadian Dollars
which the relevant Lender Parties are able to purchase with the amount of the
other currency received by it on the Business Day next following such receipt by
Canadian Administration Agent in accordance with its normal procedures and after
deducting any premium and costs of exchange. Each payment under the Loan
Documents must be received by the relevant Agent not later than noon, Boston,
Massachusetts time or Toronto, Ontario time, as the case may be, on the date
such payment becomes due and payable. Any payment received by the relevant Agent
after such time will be deemed to have been made on the next following Business
Day. Should any such payment become due and payable on a day other than a
Business Day, the maturity of such payment shall be extended to the next
succeeding Business Day, and, in the case of a payment of principal or past due
interest, interest shall accrue and be payable thereon for the period of such
extension as provided in the Loan Document under which such payment is due. Each
payment under a Loan Document to a US Lender Party shall be due and payable at
the place provided therein and, if no specific place of payment is provided,
shall be due and payable at the place of payment of Administrative Agent's US
Note. Each Payment under a Loan Document to a Canadian Lender Party shall be due
and payable at the place provided therein, and, if no specific place of payment
is provided, shall be due and payable at the place of payment in Canadian
Administration Agent's Canadian Revolver Note.

     (b) When Administrative Agent collects or receives money on account of the
US Obligations, other than as provided in Section 3.9, Administrative Agent
shall distribute all money so collected or received, and each US Lender Party
shall apply all such money so distributed, as follows:

          (i)  first, for the payment of all US Obligations which are then due
     (and if such money is insufficient to pay all such US Obligations, first to
     any reimbursements due Administrative Agent under Section 6.9 or 10.4 and
     then to the partial payment of all other US Obligations then due in
     proportion to the amounts thereof, or as US Lender Parties shall otherwise
     agree);

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

                                       62

          (iii) then for the prepayment of principal on the US Notes, together
     with accrued and unpaid interest on the principal so prepaid, and then held
     as US LC Collateral pursuant to Section 2A.13(c); and

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

All payments applied to principal or interest on any US Note or Term Note shall
be applied first to any interest then due and payable, then to principal then
due and payable, and last to any prepayment of principal and accrued interest
thereon in compliance with Sections 2A.6, 2A.7 and 2C.3(d), as applicable. All
distributions of amounts described in any of subsections (ii), (iii), or (iv)
above shall be made by Administrative Agent pro rata to each US Lender Party
then owed US Obligations described in such subsection in proportion to all
amounts owed to all US Lender Parties which are described in such subsection;
provided that if any US Lender then owes payments to US LC Issuer for the
purchase of a participation under Section 2A.10 or to Administrative Agent under
Section 9.4, any amounts otherwise distributable under this section to such US
Lender shall be deemed to belong to US LC Issuer, or Administrative Agent,
respectively, to the extent of such unpaid payments, and Administrative Agent
shall apply such amounts to make such unpaid payments rather than distribute
such amounts to such US Lender.

     (c) When Canadian Administration Agent collects or receives money on
account of the Canadian Obligations, other than as provided in Section 3.9,
Canadian Administration Agent shall distribute all money so collected or
received, and each Canadian Lender Party shall apply all such money so
distributed, as follows:

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

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

          (iii) then for the prepayment of principal on the Canadian Revolver
     Notes, together with accrued and unpaid interest on the principal so
     prepaid, and then held as Canadian LC Collateral pursuant to Section 2B.17;
     and

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

All payments applied to principal or interest on any Canadian Revolver Note
shall be applied first to any interest then due and payable, then to principal
then due and payable, and last to any prepayment of principal and accrued
interest thereon in compliance with Sections 2B.6 and 2B.7, as applicable. All
distributions of amounts described in any of subsections (ii), (iii), or (iv)
above shall be made by Canadian Administration Agent pro rata to each Canadian
Lender Party then owed Canadian Obligations described in such subsection in
proportion to all amounts owed

                                       63

to all Canadian Lender Parties which are described in such subsection; provided
that if any Canadian Revolver Lender then owes payments to Canadian LC Issuer
for the purchase of a participation under Section 2B.14(c) or to Canadian
Administration Agent under Section 9.4, any amounts otherwise distributable
under this section to such Canadian Revolver Lender shall be deemed to belong to
Canadian LC Issuer, or Canadian Administration Agent, respectively, to the
extent of such unpaid payments, and Canadian Administration Agent shall apply
such amounts to make such unpaid payments rather than distribute such amounts to
such Canadian Revolver Lender.

     Section 3.2. Capital Reimbursement. If either (a) the introduction or
implementation of or the compliance with or any change in or in the
interpretation of any Law, or (b) the introduction or implementation of or the
compliance with any request, directive or guideline from any central bank or
other governmental authority (whether or not having the force of Law) affects or
would affect the amount of capital required or expected to be maintained by any
Lender Party or any corporation controlling any Lender Party, then, within five
Business Days after demand by such Lender Party, the relevant Borrower will pay
to the relevant Agent for the benefit of such Lender Party, from time to time as
specified by such Lender Party, such additional amount or amounts which such
Lender Party shall determine to be appropriate to compensate such Lender Party
or any corporation controlling such Lender Party in light of such circumstances,
to the extent that such Lender Party reasonably determines that the amount of
any such capital would be increased or the rate of return on any such capital
would be reduced by or in whole or in part based on the existence of the face
amount of such Lender Party's Loans, Letters of Credit, participations in
Letters of Credit, in Banker's Acceptances, or commitments under this Agreement.

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

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

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

          (c) shall impose on any Lender Party or the interbank eurocurrency
     deposit market any other condition affecting any LIBOR Loan or Letter of
     Credit, the result of which is to increase the cost to any Lender Party of
     funding or maintaining any LIBOR

                                       64

     Loan or of issuing any Letter of Credit or to reduce the amount of any sum
     receivable by any Lender Party in respect of any LIBOR Loan or Letter of
     Credit by an amount deemed by such Lender Party to be material,

then such Lender Party shall promptly notify Administrative Agent and Borrower
in writing of the happening of such event and of the amount required to
compensate such Lender Party for such event (on an after-tax basis, taking into
account any taxes on such compensation), whereupon (i) Borrower shall, within
five Business Days after demand therefor by such Lender Party, pay such amount
to Administrative Agent for the account of such Lender Party and (ii) Borrower
may elect, by giving to Administrative Agent and such Lender Party not less than
three Business Days' notice, to Convert all (but not less than all) of any such
LIBOR Loans into Base Rate Loans.

     Section 3.4. Notice; Change of Applicable Lending Office. A Lender Party
shall notify the relevant Borrower of any event occurring after the date of this
Agreement that will entitle such Lender Party to compensation under Section 3.2,
3.3, or 3.5 hereof as promptly as practicable, but in any event within 90 days,
after such Lender Party obtains actual knowledge thereof; provided, that (i) if
such Lender Party fails to give such notice within 90 days after it obtains
actual knowledge of such an event, such Lender Party shall, with respect to
compensation payable pursuant to Section 3.2, 3.3, or 3.5 in respect of any
costs resulting from such event, only be entitled to payment under Section 3.2,
3.3, or 3.5 hereof for costs incurred from and after the date 90 days prior to
the date that such Lender Party does give such notice and (ii) such Lender Party
will designate a different Applicable Lending Office for the Loans affected by
such event if such designation will avoid the need for, or reduce the amount of,
such compensation and will not, in the sole opinion of such Lender Party, be
disadvantageous to such Lender Party, except that such Lender Party shall have
no obligation to designate an Applicable Lending Office located in the United
States of America. Each Lender Party will furnish to the relevant Borrower a
certificate setting forth the basis and amount of each request by such Lender
Party for compensation under Section 3.2, 3.3, or 3.5 hereof.

     Section 3.5. Availability. If (a) any change in applicable Laws, or in the
interpretation or administration thereof of or in any jurisdiction whatsoever,
domestic or foreign, shall make it unlawful or impracticable for any Lender
Party to fund or maintain LIBOR Loans, accept BA's or to issue or participate in
Letters of Credit, or shall materially restrict the authority of any Lender
Party to purchase or take offshore deposits of dollars (i.e., "eurodollars"), or
(b) any Lender Party determines that matching deposits appropriate to fund or
maintain any LIBOR Loan are not available to it, or (c) any Lender Party
determines that the formula for calculating the US LIBOR Rate does not fairly
reflect the cost to such Lender Party of making or maintaining loans based on
such rate, in each case with respect to the relevant Commitment hereunder, then,
upon notice by such Lender Party to the relevant Borrower and the relevant
Agent, such Borrower's right to elect LIBOR Loans from such Lender Party or
issue BA's (or, if applicable, to obtain Letters of Credit) shall be suspended
to the extent and for the duration of such illegality, impracticability or
restriction and all LIBOR Loans of such Lender Party which are then outstanding
and all BA's which are then outstanding or are then the subject of any Borrowing
Notice and which cannot lawfully or practicably be maintained, funded or
accepted shall immediately become or remain, or shall be funded as, Base Rate
Loans of such Lender Party. With respect to each Commitment,

                                       65

the relevant Borrower thereunder agrees to indemnify each Lender Party extending
credit pursuant thereto, and hold each such Lender Party harmless against all
costs, expenses, claims, penalties, liabilities and damages which may result
from any such change in Law, interpretation or administration. Such
indemnification shall be on an after-tax basis, taking into account any taxes
imposed on the amounts paid as indemnity.

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

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

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

                  (b) All payments on account of the principal of, and interest
         on, each such Lender Party's Loans and Notes, and all other amounts
         payable by such Borrower to any such Lender Party hereunder, shall be
         made in full without set-off or counterclaim and

                                       66

     shall be made free and clear of and without deductions or withholdings of
     any nature by reason of any Reimbursable Taxes, all of which will be for
     the account of the relevant Borrower. In the event of any such Borrower
     being compelled by Law to make any such deduction or withholding from any
     payment to any such Lender Party, such Borrower shall pay on the due date
     of such payment, by way of additional interest, such additional amounts as
     are needed to cause the amount receivable by such Lender Party after such
     deduction or withholding to equal the amount which would have been
     receivable in the absence of such deduction or withholding. If any such
     Borrower should make any deduction or withholding as aforesaid, such
     Borrower shall within 60 days thereafter forward to such Lender Party an
     official receipt or other official document evidencing payment of such
     deduction or withholding.

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

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

     Section 3.8. Replacement of Lenders. If any Lender Party seeks
reimbursement for increased costs under Sections 3.2 through 3.7, then within
ninety days thereafter -- provided no Event of Default then exists -- each
Borrower shall have the right (unless such Lender Party withdraws its request
for additional compensation) to replace such Lender Party by requiring

                                       67

such Lender Party to assign its Loans and Notes and its commitments hereunder to
an Eligible Transferee reasonably acceptable to Administrative Agent and to the
relevant Borrower, provided that: (i) all Obligations of such Borrower owing to
such Lender Party being replaced (including such increased costs and any
breakage costs with respect to any outstanding LIBOR Loans, but excluding
principal and accrued interest on the Notes being assigned) shall be paid in
full to such Lender Party concurrently with such assignment, and (ii) the
replacement Eligible Transferee shall purchase the Notes being assigned by
paying to such Lender Party a price equal to the principal amount thereof plus
accrued and unpaid interest and accrued and unpaid commitment fees thereon. In
connection with any such assignment the relevant Borrower, Administrative Agent,
such Lender Party and the replacement Eligible Transferee shall otherwise comply
with Section 10.5. Notwithstanding the foregoing rights of each Borrower under
this section, however, Borrowers may not replace any Lender Party which seeks
reimbursement for increased costs under Section 3.2 through 3.7 unless such
Borrower is at the same time replacing all Lender Parties which are then seeking
such compensation.

         Section 3.9. Application of Proceeds After Acceleration. If any Event
of Default shall have occurred and be continuing, and if the Obligations have
become due and payable, all cash collateral held by Administrative Agent or
Canadian Administration Agent under this Agreement and the proceeds of any sale,
disposition, or other realization by Administrative Agent, Canadian
Administration Agent or the collateral agent under the Intercreditor Agreement
upon the Collateral (or any portion thereof) pursuant to the Security Documents,
shall be distributed in whole or in part by Administrative Agent in the
following order of priority, unless otherwise directed by all of the Lenders:

         First, to the Administrative Agent and Canadian Administration Agent,
ratably, in an amount equal to all reimbursements to Administrative Agent or
Canadian Administration Agent due and payable as of the date of such
distribution; provided, however, that in case such proceeds shall be
insufficient to pay in full all such Obligations, then to the payment thereof to
the Administrative Agent and Canadian Administration Agent, ratably, in
proportion to its percentage of the sum of the aggregate amounts of all such
Obligations;

         Second, to the Lenders, ratably, in an amount equal to all accrued and
unpaid interest and fees owing to the Lenders under this Agreement due and
payable as of the date of such distribution; provided, however, that in case
such proceeds shall be insufficient to pay in full all such Obligations, then to
the payment thereof to the Lenders, ratably, in proportion to its percentage of
the sum of the aggregate amounts of all such Obligations;

         Third, to the Lenders, ratably, in an amount equal to all Loans plus LC
Obligations; provided, however, that in the case such proceeds shall be
insufficient to pay in full all such Obligations, then to the payment thereof to
the Lenders, ratably, in proportion to its percentage of the sum of the
aggregate amounts of all such Obligations;

         Fourth, to the Lenders, ratably, in an amount equal to all amounts
owing to the Lenders under all Obligations with respect to Hedging Contracts
between any Restricted Person and any Lender or an Affiliate; provided, however,
that in case such proceeds shall be insufficient to pay

                                       68

in full all such Obligations, then to the payment thereof to the Lenders,
ratably, in proportion to its percentage of the sum of the aggregate amounts of
all such Obligations;

     Fifth, to the Lenders in an amount equal to all other Obligations;
provided, however, that in the case such proceeds shall be insufficient to pay
in full such Obligations, then to the payment thereof to the Lenders, ratably,
in proportion to its percentage of the sum of the aggregate amounts of all such
Obligations; and

     Sixth, to the extent of any surplus, to the Restricted Persons as their
respective interests may appear, except as may be provided otherwise by law;
it being understood that the Restricted Persons shall remain liable to the
extent of any deficiency between the amount of proceeds of the Collateral and
the aggregate sums referred to in clauses First through Fifth above.

     Section 3.10. Currency Conversion and Indemnity.

     (a) If, for the purpose of obtaining or enforcing judgment in any court in
any jurisdiction, it becomes necessary to convert into a particular currency
(the "Judgment Currency") any amount due under a Loan Document in the currency
in which it was effected (the "Agreed Currency") then the conversion shall be
made on the basis of the rate of exchange prevailing on the Business Day
preceding the date such judgment is given and in any event each Restricted
Person obligated to pay such Obligation shall be obligated to pay the relevant
Lender Parties any deficiency in accordance with Section 3.10(b). For the
foregoing purposes "rate of exchange" means the rate at which the relevant
Agent, as applicable, in accordance with its normal banking procedures is able
on the relevant date to purchase the Agreed Currency with the Judgment Currency
after deducting any premium and costs of exchange.

     (b) If any Lender Party receives any payment or payments on account of the
liability of a Restricted Person under the Loan Documents pursuant to any
judgment or order in any currency other than the Agreed Currency (an "Other
Currency"), and the amount of the Agreed Currency which the relevant Lender
Party is able to purchase on the Business Day next following such receipt with
the proceeds of such payment or payments in accordance with its normal
procedures and after deducting any premiums and costs of exchange is less than
the amount of the Agreed Currency due in respect of such Obligations immediately
prior to such judgment or order, then the Borrower owing such Obligation on
demand shall, and such Borrower hereby agrees to, indemnify and save such Lender
Party harmless from and against any loss, cost or expense arising out of or in
connection with such deficiency. The agreement of indemnity provided for in this
Section 3.10(b) shall constitute an obligation separate and independent from all
other obligations contained in this Agreement, shall give rise to a separate and
independent cause of action, shall apply irrespective of any indulgence granted
by the Lender Parties or any of them from time to time, and shall continue in
full force and effect notwithstanding any judgment or order for a liquidated sum
in respect of an amount due hereunder or under any judgment or order.

                  ARTICLE IV - Conditions Precedent to Lending

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         Section 4.1. Documents to be Delivered. No Lender had any obligation to
make its first Loan, US LC Issuer had no obligation to issue the first US Letter
of Credit, and Canadian LC Issuer had no obligation to issue the first Canadian
Letter of Credit, unless Administrative Agent shall have received all of the
following, at Administrative Agent's office in Boston, Massachusetts, duly
executed and delivered and in form, substance and date satisfactory to
Administrative Agent, each of which was so executed and delivered (except for
the term "Existing Agreement", references to defined terms in this section 4.1
are to such terms as defined in the Existing Agreement, as it was initially
executed and delivered):

                  (a)  The Existing Agreement, as originally executed and
         delivered, and any other documents that Lenders are to execute in
         connection herewith.

                  (b)  Each Note.

                  (c)  Each Security Document listed in the Security Schedule.

                  (d)  Certain certificates including:

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

                       (ii)  A certificate of the president and of the chief
                  financial officer of General Partner, regarding satisfaction
                  of Section 4.2; and

                       (iii) A solvency certificate from each of US Borrower,
                  Term Borrower, and Canadian Revolver Borrower and each
                  Guarantor.

                  (e)  A certificate (or certificates) of the due formation,
         valid existence and good standing of each Restricted Person in its
         respective jurisdiction of organization, issued by the appropriate
         authorities of such jurisdiction, and certificates of each Restricted
         Person's good standing and due qualification to do business, issued by
         appropriate officials in any jurisdictions in which such Restricted
         Person owns property subject to Security Documents.

                                       70

           (f)   Documents similar to those specified in subsections (d)(i) and
      (e) of this section with respect to each Guarantor and the execution by it
      of its guaranty of Borrower's Obligations.

           (g)   A favorable opinion of Tim Moore, Esq., General Counsel for
      Restricted Persons, substantially in the form set forth in Exhibit E-1,
      Fulbright & Jaworski L.L.P., special Texas and New York counsel to
      Restricted Persons, substantially in the form set forth in Exhibit E-2,
      Bennett Jones LLP, special Canadian Counsel for Restricted Persons,
      substantially in the form set forth in Exhibit E-3, and local counsel for
      the states of California and Oklahoma satisfactory to Administrative
      Agent.

           (h)   The Initial Financial Statements.

           (i)   Certificates or binders evidencing Restricted Persons'
      insurance in effect on the date hereof.

           (j)   Copies of such permits and approvals regarding the property and
      business of Restricted Persons as Administrative Agent may request.

           (k)   A certificate signed by the chief executive officer of General
      Partner in form and detail acceptable to Administrative Agent confirming
      the insurance that is in effect as of the date hereof and certifying that
      such insurance is customary for the businesses conducted by Restricted
      Persons and is in compliance with the requirements of this Agreement.

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

           (m)   The Intercreditor Agreement.

           (n)   US Borrower and Canadian Revolver Borrower shall have adopted
      such risk management procedures and controls and such trading policies as
      shall be satisfactory to each Agent in its sole and absolute discretion.

           (o)   Each Agent and its counsel shall have reviewed and approved, in
      its sole and absolute discretion, all outstanding Plains MLP or Resources
      shareholder litigation and available insurance with respect thereto.

           (p)   Each Restricted Person shall have executed and delivered the
      Marketing Credit Agreement and all conditions precedent to the Marketing
      Credit Agreement shall have been satisfied.

           (q)   General Partner shall have delivered to Administrative Agent a
      certificate by the chief financial officer of General Partner, certifying
      the pro forma Initial Financial

                                       71

      Statements delivered pursuant to clause (h) above and reflecting pro forma
      compliance with each event specified in Sections 7.11 through 7.14,
      inclusive.

      Section 4.2. Additional Conditions Precedent. No Lender has any obligation
to make any Loan (including its first), and LC Issuer has no obligation to issue
any Letter of Credit (including its first), unless the following conditions
precedent have been satisfied:

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

              (b)  No Default shall exist at the date of such Loan or the date
      of issuance of such Letter of Credit.

              (c)  No Material Adverse Change shall have occurred to, and no
      event or circumstance shall have occurred that could cause a Material
      Adverse Change to, Plains MLP's or Borrower's Consolidated financial
      condition or businesses since the date of the Initial Financial
      Statements.

              (d)  Each Restricted Person shall have performed and complied
      with all agreements and conditions required in the Loan Documents to be
      performed or complied with by it on or prior to the date of such Loan or
      the date of issuance of such Letter of Credit.

              (e)  The making of such Loan or the issuance of such Letter of
      Credit shall not be prohibited by any Law and shall not subject any Lender
      or any LC Issuer to any penalty or other onerous condition under or
      pursuant to any such Law.

              (f)  Administrative Agent shall have received all documents and
      instruments which Administrative Agent has then requested, in addition to
      those described in Section 4.1 (including opinions of legal counsel for
      Restricted Persons and Administrative Agent; corporate documents and
      records; documents evidencing governmental authorizations, consents,
      approvals, licenses and exemptions; and certificates of public officials
      and of officers and representatives of Borrower and other Persons), as to
      (i) the accuracy and validity of or compliance with all representations,
      warranties and covenants made by any Restricted Person in this Agreement
      and the other Loan Documents, (ii) the satisfaction of all conditions
      contained herein or therein, and (iii) all other matters pertaining hereto
      and thereto. All such additional documents and instruments shall be
      satisfactory to Administrative Agent in form, substance and date.

      Section 4.3. Effectiveness of Amendment and Restatement. This Second
Amended and Restated Agreement shall become effective as of the date first
written above, when and only when:

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         (a)   Administrative Agent shall have received, at Administrative
Agent's office (i) a counterpart of this Agreement executed and delivered by US
Borrower, Term Borrower, Canadian Revolver Borrower, Plains MLP, All American
and Majority Lenders which are parties to the Existing Agreement, and consented
to by each other Guarantor, and (ii) the Marketing Credit Agreement, amending
various provisions therein consistent with the amendments set forth herein, in
form and substance acceptable to Administrative Agent, executed and delivered by
such Persons so as to make such Marketing Credit Agreement effective pursuant to
the terms thereof;

         (b)   Certain certificates including:

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

               (ii)   A certificate of the president and of the chief
         financial officer of General Partner, regarding satisfaction of
         Section 4.2; and

               (iii)  A solvency certificate from each of US Borrower, Term
         Borrower, Canadian Revolver Borrower and each Guarantor.

         (c)   A certificate (or certificates) of the due formation, valid
existence and good standing of each Restricted Person in its respective
jurisdiction of organization, issued by the appropriate authorities of such
jurisdiction, and certificates of each Restricted Person's good standing and due
qualification to do business, issued by appropriate officials in any
jurisdictions in which such Restricted Person owns property subject to Security
Documents.

         (d)   Documents similar to those specified in subsections (b)(i) and
(c) of this section with respect to each Guarantor and the execution by it of an
amended and restated guaranty of Borrowers' Obligations.

         (e)   Favorable legal opinions in form, scope and substance as
reasonably requested by Administrative Agent.

         (f)   The Initial Financial Statements.

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              (g)   Certificates or binders evidencing Restricted Persons'
         insurance in effect on the date hereof.

              (h)   Copies of such permits and approvals regarding the property
         and business of Restricted Persons as Administrative Agent may request.

              (i)   A certificate signed by the chief executive officer of
         General Partner in form and detail acceptable to Administrative Agent
         confirming the insurance that is in effect as of the date hereof and
         certifying that such insurance is customary for the businesses
         conducted by Restricted Persons and is in compliance with the
         requirements of this Agreement.

              (j)   In consideration of such amendment and restatement (and on
         the condition that on or before July 2, 2002 (1) Lenders constituting
         not less than Majority Lenders under the Existing Agreement shall have
         executed and delivered this Agreement, and (2) lenders under the
         "Existing Agreement" as defined in the Marketing Credit Agreement
         constituting not less than "Majority Lenders" under such "Existing
         Agreement", as each term is defined in the Marketing Credit Agreement,
         shall have executed and delivered the Marketing Credit Agreement), US
         Borrower shall have paid (A) to Administrative Agent for the account
         of each such Lender so timely executing and delivering this Agreement,
         an amendment fee in immediately available funds equal to one-eighth of
         one percent (0.125%) of each such Lender's Commitment; and (B) US
         Borrower shall have paid all other fees required to be paid to
         Administrative Agent or any Lender pursuant to any Loan Documents,
         including reasonable fees and expenses of Thompson & Knight LLP,
         counsel to Administrative Agent;

              (k)   The amended and restated Intercreditor Agreement.

              (l)   General Partner shall have delivered to Administrative Agent
         a certificate by the chief financial officer of General Partner,
         certifying the pro forma Initial Financial Statements delivered
         pursuant to clause (f) above and reflecting pro forma compliance with
         each event specified in Sections 7.11 through 7.14, inclusive.

In the event that as of the date hereof (or such other date as US Borrower and
Administrative Agent may agree) (1) Lenders constituting at least Majority
Lenders under the Existing Agreement have not executed and delivered this
Agreement, or (2) lenders under the "Existing Agreement" as defined in the
Marketing Credit Agreement constituting not less than "Majority Lenders" under
such "Existing Agreement", as each term is defined in the Marketing Credit
Agreement, have not executed and delivered the Marketing Credit Agreement), then
this Agreement shall not be effective, US Borrower shall have no obligation to
pay the amendment fee set forth in clause 4.3(j)(A), and the Existing Agreement
shall continue in full force and effect.

                   ARTICLE V - Representations and Warranties

         To confirm each Lender's understanding concerning Restricted Persons
and Restricted Persons' businesses, properties and obligations and to induce
each Lender to enter into this

                                       74

Agreement and to extend credit hereunder, Plains MLP, US Borrower, Term
Borrower, and Canadian Revolver Borrower represent and warrant to each Lender
that:

         Section 5.1.   No Default. No Restricted Person is in default in the
performance of any of the covenants and agreements contained in any Loan
Document. No event has occurred and is continuing which constitutes a Default.

         Section 5.2.   Organization and Good Standing. Each Restricted Person
is duly organized, validly existing and in good standing under the Laws of its
jurisdiction of organization, having all powers required to carry on its
business and enter into and carry out the transactions contemplated hereby. Each
Restricted Person is duly qualified, in good standing, and authorized to do
business in all other jurisdictions within the United States and Canada wherein
the character of the properties owned or held by it or the nature of the
business transacted by it makes such qualification necessary except where the
failure to so qualify would not cause a Material Adverse Change. Each Restricted
Person has taken all actions and procedures customarily taken in order to enter,
for the purpose of conducting business or owning property, each jurisdiction
outside the United States and Canada wherein the character of the properties
owned or held by it or the nature of the business transacted by it makes such
actions and procedures necessary except where the failure to so qualify would
not cause a Material Adverse Change.

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

         Section 5.4.   No Conflicts or Consents. The execution and delivery by
the various Restricted Persons of the Loan Documents to which each is a party,
the performance by each of its obligations under such Loan Documents, and the
consummation of the transactions contemplated by the various Loan Documents, do
not and will not (i) conflict with any provision of (1) any Law, (2) the
organizational documents of any Restricted Person or any of its Affiliates, or
(3) any agreement, judgment, license, order or permit applicable to or binding
upon any Restricted Person or any of its Affiliates, (ii) result in the
acceleration of any Indebtedness owed by any Restricted Person or any of its
Affiliates, or (iii) result in or require the creation of any Lien upon any
assets or properties of any Restricted Person or any of its Affiliates except as
expressly contemplated in the Loan Documents. Except as expressly contemplated
in the Loan Documents or disclosed in the Disclosure Schedule, no permit,
consent, approval, authorization or order of, and no notice to or filing,
registration or qualification with, any Tribunal or third party is required (i)
in connection with the execution, delivery or performance by any Restricted
Person of any Loan Document, or (ii) to consummate any transactions contemplated
by the Loan Documents.

         Section 5.5.   Enforceable Obligations. This Agreement is, and the
other Loan Documents when duly executed and delivered will be, legal, valid and
binding obligations of each Restricted Person which is a party hereto or
thereto, enforceable in accordance with their terms except as

                                       75

such enforcement may be limited by bankruptcy, insolvency or similar Laws of
general application relating to the enforcement of creditors' rights.

     Section 5.6. Initial Financial Statements. Plains MLP has heretofore
delivered to each Lender true, correct and complete copies of the Initial
Financial Statements. The Initial Financial Statements other than pro forma
financial statements fairly present Plains MLP's Consolidated and consolidating
financial position at the date thereof and the Consolidated and consolidating
results of Plains MLP's operations for the periods thereof, and in the case of
the annual Initial Financial Statements, Consolidated cash flows for the period
thereof. The pro forma Initial Financial Statements fairly present Plains MLP's
pro forma Consolidated and consolidating financial position at the date thereof
and the pro forma Consolidated results of Plains MLP's operations for the period
thereof. Since the date of the annual Initial Financial Statements no Material
Adverse Change has occurred, except as reflected in the quarterly Initial
Financial Statements or in the Disclosure Schedule. All Initial Financial
Statements other than pro forma financial statements were prepared in accordance
with GAAP. All Initial Financial Statements that are pro forma financial
statements were prepared in accordance with GAAP with such pro forma adjustments
as have been accepted by Administrative Agent.

     Section 5.7. Other Obligations and Restrictions. No Restricted Person has
any outstanding Liabilities of any kind (including contingent obligations, tax
assessments, and unusual forward or long-term commitments) which are, in the
aggregate, material to Plains MLP or material with respect to Plains MLP's
Consolidated financial condition and not shown in the Initial Financial
Statements, disclosed in the Disclosure Schedule or otherwise permitted under
Section 7.1. Except as shown in the Initial Financial Statements or disclosed in
the Disclosure Schedule, no Restricted Person is subject to or restricted by any
franchise, contract, deed, charter restriction, or other instrument or
restriction which could cause a Material Adverse Change.

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

     Section 5.9. Litigation. Except as disclosed in the Initial Financial
Statements, in the Disclosure Schedule or pursuant to Section 6.4: (i) there are
no actions, suits or legal, equitable, arbitrative or administrative proceedings
pending, or to the knowledge of any Restricted Person threatened, against any
Restricted Person or affecting any Collateral (including, without limitation,
any which challenge or otherwise pertain to any Restricted Person's title to any

                                       76

Collateral) before any Tribunal which could reasonably be expected to cause a
Material Adverse Change, and (ii) there are no outstanding judgments,
injunctions, writs, rulings or orders by any such Tribunal against any
Restricted Person or any Restricted Person's stockholders, partners, directors
or officers or affecting any Collateral which could reasonably be expected to
cause a Material Adverse Change.

     Section 5.10. Labor Disputes and Acts of God. Except as disclosed in the
Disclosure Schedule or otherwise disclosed in writing to Administrative Agent,
neither the business nor the properties of any Restricted Person has been
affected by any fire, explosion, accident, strike, lockout or other labor
dispute, drought, storm, hail, earthquake, embargo, act of God or of the public
enemy or other casualty (whether or not covered by insurance), which could cause
a Material Adverse Change.

     Section 5.11. ERISA Plans and Liabilities. All currently existing ERISA
Plans are listed in the Disclosure Schedule. Except as disclosed in the Initial
Financial Statements or in the Disclosure Schedule, no Termination Event has
occurred with respect to any ERISA Plan and all ERISA Affiliates are in
compliance with ERISA in all material respects. No ERISA Affiliate is required
to contribute to, or has any other absolute or contingent liability in respect
of, any "multiemployer plan" as defined in Section 4001 of ERISA. Except as set
forth in the Disclosure Schedule: (i) no "accumulated funding deficiency" (as
defined in Section 412(a) of the Code) exists with respect to any ERISA Plan,
whether or not waived by the Secretary of the Treasury or his delegate, and (ii)
the current value of each ERISA Plan's benefits does not exceed the current
value of such ERISA Plan's assets available for the payment of such benefits by
more than $500,000.

     Section 5.12. Compliance with Laws. Except as set forth in the Disclosure
Schedule, each Restricted Person has all permits, licenses and authorizations
required in connection with the conduct of its businesses, except to the extent
failure to have any such permit, license or authorization could not cause a
Material Adverse Change. Each Restricted Person is in compliance with the terms
and conditions of all such permits, licenses and authorizations, and is also in
compliance with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
any Law, including applicable Environmental Law, or in any regulation, code,
plan, order, decree, judgment, injunction, notice or demand letter issued,
entered, promulgated or approved thereunder, except to the extent failure to
comply could not cause a Material Adverse Change. Without limiting the
foregoing, each Restricted Person (i) has filed and maintained all tariffs
applicable to its business with each applicable commission, (ii) and all such
tariffs are in compliance with all Laws administered or promulgated by each
applicable commission and (iii) has imposed charges on its customers in
compliance with such tariffs, all contracts applicable to its business and all
applicable Laws. As used herein, "commission" includes the Federal Energy
Regulatory Commission, the Public Utility Commission of the State of California
and each other US federal, Canadian federal, state, provincial, or local
governmental department, commission, board, bureau, agency or instrumentality
having jurisdiction over any Restricted Person or its properties.

     Section 5.13. Environmental Laws. As used in this section: "CERCLA" means
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended,

                                       77

"CERCLIS" means the Comprehensive Environmental Response, Compensation and
Liability Information System List of the Environmental Protection Agency, and
"Release" has the meaning given such term in 42 U.S.C. (S) 9601(22). Without
limiting the provisions of Section 5.12, and except as set forth in the
Disclosure Schedule:

                  (a)  No notice, notification, demand, request for information,
         citation, summons or order has been issued, no complaint has been
         filed, no penalty has been assessed, and no investigation or review is
         pending or threatened by any Tribunal or any other Person with respect
         to any of the following which in the aggregate could cause a Material
         Adverse Change: (i) any alleged generation, treatment, storage,
         recycling, transportation, disposal, or Release of any Hazardous
         Materials, either by any Restricted Person or on any property owned by
         any Restricted Person, (ii) any remedial action which might be needed
         to respond to any such alleged generation, treatment, storage,
         recycling, transportation, disposal, or Release, or (iii) any alleged
         failure by any Restricted Person to have any permit, license or
         authorization required in connection with the conduct of its business
         or with respect to any such generation, treatment, storage, recycling,
         transportation, disposal, or Release.

                  (b)  No Restricted Person otherwise has any known material
         contingent liability in connection with any alleged generation,
         treatment, storage, recycling, transportation, disposal, or Release of
         any Hazardous Materials.

                  (c)  No Restricted Person has handled any Hazardous Materials,
         other than as a generator, on any properties now or previously owned or
         leased by any Restricted Person to an extent that such handling has
         caused, or could cause, a Material Adverse Change.

                  (d)  Except to the extent that the following in the aggregate
         has not caused and could not cause a Material Adverse Change:

                       (i)   no PCBs are or have been present at any properties
                  now or previously owned or leased by any Restricted Person;

                       (ii)  no asbestos is or has been present at any
                  properties now or previously owned or leased by any Restricted
                  Person;

                       (iii) there are no underground storage tanks for
                  Hazardous Materials, active or abandoned, at any properties
                  now or previously owned or leased by any Restricted Person;
                  and

                       (iv)  no Hazardous Materials have been Released at, on or
                  under any properties now or previously owned or leased by any
                  Restricted Person.

                  (e)  No Restricted Person has transported or arranged for the
transportation of any Hazardous Material to any location which is listed on the
National Priorities List under CERCLA, any location listed for possible
inclusion on the National Priorities List by the Environmental Protection Agency
in CERCLIS, nor, except to the extent that has

                                       78

not caused and could not cause a Material Adverse Change, any location listed on
any similar state list or which is the subject of federal, state or local
enforcement actions or other investigations which may lead to claims against any
Restricted Person for clean-up costs, remedial work, damages to natural
resources or for personal injury claims, including, but not limited to, claims
under CERCLA.

         (f) No property now or previously owned or leased by any Restricted
Person is listed or proposed for listing on the National Priority list
promulgated pursuant to CERCLA, in CERCLIS, nor, except to the extent that has
not caused and could not cause a Material Adverse Change, on any similar state
list of sites requiring investigation or clean-up.

         (g) There are no Liens arising under or pursuant to any Environmental
Laws on any of the real properties or properties owned or leased by any
Restricted Person, and no government actions of which Borrower is aware have
been taken or are in process which could subject any of such properties to such
Liens; nor would any Restricted Person be required to place any notice or
restriction relating to the presence of Hazardous Materials at any properties
owned by it in any deed to such properties.

         (h) There have been no environmental investigations, studies, audits,
tests, reviews or other analyses for ground water or soil contamination relating
to the Release of Hazardous Materials conducted by or which are in the
possession of any Restricted Person in relation to any properties or facility
now or previously owned or leased by any Restricted Person which have not been
made available to Administrative Agent.

         (i) (i) Canadian Revolver Borrower and Term Borrower and each
Subsidiary of either such Person are conducting their businesses in material
compliance with all applicable Laws, including Environmental Laws, and have and
are in compliance with all licenses and permits required under any such Laws,
unless failure to so comply could not reasonably be expected to cause a Material
Adverse Change; (ii) none of the operations or properties of Canadian Revolver
Borrower, Term Borrower or any Subsidiary of either such Person is the subject
of federal, provincial or local investigation evaluating whether any material
remedial action is needed to respond to a release of any Hazardous Materials
into the environment or to the improper storage or disposal (including storage
or disposal at offsite locations) of any Hazardous Materials, unless such
remedial action could not reasonably be expected to cause a Material Adverse
Change; and (iii) neither Canadian Revolver Borrower nor Term Borrower nor any
Subsidiary of either such Person (and to the best knowledge of Canadian Revolver
Borrower and Term Borrower, no other Person) has filed any notice under any Law
indicating that any such Person is responsible for the improper release into the
environment, or the improper storage or disposal, of any material amount of any
Hazardous Materials or that any Hazardous Materials have been improperly
released, or are improperly stored or disposed of, upon any property of any such
Person, unless such failure to so comply could not reasonably be expected to
cause a Material Adverse Change.

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         Section 5.14. Names and Places of Business. No Restricted Person has,
during the preceding five years, had, been known by, or used any other trade or
fictitious name, except as disclosed in the Disclosure Schedule. Except as
otherwise indicated in the Disclosure Schedule, the chief executive office and
principal place of business of each Restricted Person are (and for the preceding
five years have been) located at the address of US Borrower set out in Section
10.3. Except as indicated in the Disclosure Schedule or otherwise disclosed in
writing to the Administrative Agent, no Restricted Person has any other office
or place of business.

         Section 5.15. Borrower's Subsidiaries. Borrower does not presently have
any Subsidiary or own any stock in any other corporation or association except
those listed in the Disclosure Schedule or hereafter disclosed to Administrative
Agent in writing. Neither Borrower nor any Restricted Person is a member of any
general or limited partnership, limited liability company, joint venture or
association of any type whatsoever except those listed in the Disclosure
Schedule or hereafter disclosed to Administrative Agent in writing. Borrower
owns, directly or indirectly, the equity interest in each of its Subsidiaries
which is indicated in the Disclosure Schedule.

         Section 5.16. Title to Properties; Licenses. Each Restricted Person has
good and defensible title to all of its material properties and assets, free and
clear of all Liens other than Permitted Liens and of all impediments to the use
of such properties and assets in such Restricted Person's business. Each
Restricted Person possesses all licenses, permits, franchises, patents,
copyrights, trademarks and trade names, and other intellectual property (or
otherwise possesses the right to use such intellectual property without
violation of the rights of any other Person) which are necessary to carry out
its business as presently conducted and as presently proposed to be conducted
hereafter, and no Restricted Person is in violation in any material respect of
the terms under which it possesses such intellectual property or the right to
use such intellectual property.

         Section 5.17. Government Regulation. Neither US Borrower, Term
Borrower, Canadian Revolver Borrower, nor any other Restricted Person owing
Obligations is subject to regulation under the Public Utility Holding Company
Act of 1935, the Investment Company Act of 1940 (as any of the preceding acts
have been amended) or any other Law which regulates the incurring by such Person
of Indebtedness, including Laws relating to common contract carriers or the sale
of electricity, gas, steam, water or other public utility services. Neither US
Borrower, Term Borrower, Canadian Revolver Borrower, nor any other Restricted
Person is subject to regulation under the Federal Power Act which would violate,
result in a default of, or prohibit the effectiveness or the performance of any
of the provisions of the Loan Documents.

         Section 5.18. Insider. No Restricted Person, nor any Person having
"control" (as that term is defined in 12 U.S.C. (S) 375b(9) or in regulations
promulgated pursuant thereto) of any Restricted Person, is a "director" or an
"executive officer" or "principal shareholder" (as those terms are defined in 12
U.S.C. (S) 375b(8) or (9) or in regulations promulgated pursuant thereto) of any
Lender, of a bank holding company of which any Lender is a Subsidiary or of any
Subsidiary of a bank holding company of which any Lender is a Subsidiary.

         Section 5.19. Solvency. Upon giving effect to the issuance of the
Notes, the execution of the Loan Documents by US Borrower, Term Borrower,
Canadian Revolver Borrower, and each

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Guarantor and the consummation of the transactions contemplated hereby, (i) US
Borrower, Term Borrower, Canadian Revolver Borrower, and each Guarantor will be
solvent (as such term is used in applicable bankruptcy, liquidation,
receivership, insolvency or similar Laws), and the sum of US Borrower's, Term
Borrower's, Canadian Revolver Borrower's, and each Guarantor's absolute and
contingent liabilities, including the Obligations or guarantees thereof, shall
not exceed the fair market value of such Restricted Person's assets, and (ii) US
Borrower's, Term Borrower's, Canadian Revolver Borrower's, and each Guarantor's
capital should be adequate for the businesses in which such Restricted Person is
engaged and intends to be engaged. Neither US Borrower, Term Borrower, Canadian
Revolver Borrower, nor any Restricted Person has incurred (whether under the
Loan Documents or otherwise), nor does any Restricted Person intend to incur or
believe that it will incur, debts which will be beyond its ability to pay as
such debts mature.

     Section 5.20. Credit Arrangements. The Disclosure Schedule contains a
complete and correct list, as of the date of this Agreement, of each credit
agreement, loan agreement, indenture, purchase agreement, guaranty or other
arrangement providing for or otherwise relating to any Indebtedness or any
extension of credit (or commitment for any extension of credit) to, or guaranty
by, any Restricted Person, or to which any Restricted Person is subject, other
than the Loan Documents, the Marketing Credit Agreement and the "Loan Documents"
as defined therein, and the aggregate principal or face amount outstanding or
which may become outstanding under each such arrangement is correctly described
in the Disclosure Schedule. No Restricted Person is subject to any restriction
under any credit agreement, loan agreement, indenture, purchase agreement,
guaranty or other arrangement providing for or otherwise relating to any
Indebtedness or any extension of credit (or commitment for any extension of
credit) to, or guaranty by, any Affiliate, other than another Restricted Person.

                       ARTICLE VI - Affirmative Covenants

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

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

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

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     (a) As soon as available, and in any event within ninety (90) days after
the end of each Fiscal Year (i) complete Consolidated financial statements of
Plains MLP together with all notes thereto, prepared in reasonable detail in
accordance with GAAP, together with an unqualified opinion, based on an audit
using generally accepted auditing standards, by PricewaterhouseCoopers LLP, or
other independent certified public accountants selected by General Partner and
acceptable to Majority Lenders, stating that such Consolidated financial
statements have been so prepared and (ii) supporting unaudited consolidating
balance sheets and statements of income of each other Restricted Person (except
for any Restricted Person whose financial statements are substantially the same
as those of Plains MLP). These financial statements shall contain a Consolidated
and consolidating balance sheet as of the end of such Fiscal Year and
Consolidated and consolidating statements of earnings for such Fiscal Year. Such
Consolidated financial statements shall set forth in comparative form the
corresponding figures for the preceding Fiscal Year. In addition, within ninety
(90) days after the end of each Fiscal Year Plains MLP will furnish a
certificate signed by such accountants (i) stating that they have read this
Agreement, (ii) containing calculations showing compliance (or non-compliance)
at the end of such Fiscal Year with the requirements of Sections 7.11 through
7.14, inclusive, and (iii) further stating that in making their examination and
reporting on the Consolidated financial statements described above they obtained
no knowledge of any Default existing at the end of such Fiscal Year, or, if they
did so conclude that a Default existed, specifying its nature and period of
existence.

     (b) As soon as available, and in any event within forty-five (45) days
after the end of each of the first three Fiscal Quarters of each Fiscal Year,
(i) Plains MLP's Consolidated balance sheet as of the end of such Fiscal Quarter
and Consolidated statements of Plains MLP's earnings and cash flows for such
Fiscal Quarter and for the period from the beginning of the then current Fiscal
Year to the end of such Fiscal Quarter, and (ii) supporting consolidating
balance sheets and statements of income of each other Restricted Person (except
for any Restricted Person whose financial statements are substantially the same
as those of Plains MLP), all in reasonable detail and prepared in accordance
with GAAP, subject to changes resulting from normal year-end adjustments; and as
soon as available, and in any event within forty-five (45) days after the end of
the last Fiscal Quarter of each Fiscal Year, Plains MLP's unaudited Consolidated
balance sheet as of the end of such Fiscal Quarter and income statement for such
Fiscal Quarter and for the period from the beginning of the current Fiscal Year
to the end of such Fiscal Quarter. In addition Plains MLP will, together with
each such set of financial statements and each set of financial statements
furnished under subsection (a) of this section, furnish a certificate in the
form of Exhibit F signed by the chief financial officer, principal accounting
officer or treasurer of General Partner stating that such financial statements
are accurate and complete in all material respects (subject to normal year-end
adjustments), stating that he has reviewed the Loan Documents, containing
calculations showing compliance (or non-compliance) at the end of such Fiscal
Quarter with the requirements of Sections 7.11 through 7.14, inclusive and
stating that no Default exists at the end of such Fiscal Quarter or at the time
of such certificate or specifying the nature and period of existence of any such
Default.

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

                  (d) As soon as available, and in any event within ninety (90)
         days after the end of each Fiscal Year, a five-year business and
         financial plan for Plains MLP (in form reasonably satisfactory to
         Administrative Agent), prepared or caused to be prepared by a senior
         financial officer thereof, setting forth for the first year thereof,
         quarterly financial projections and budgets for Plains MLP, and
         thereafter yearly financial projections for the next four Fiscal Years.

                  (e) As soon as available, and in any event within thirty (30)
         days after the end of each Fiscal Year, an environmental compliance
         certificate signed by the president or chief executive officer of
         General Partner in the form attached hereto as Exhibit F. Further, if
         requested by Administrative Agent, Restricted Persons shall permit and
         cooperate with an environmental and safety review made in connection
         with the operations of Restricted Persons' properties one time during
         each Fiscal Year, by Pilko & Associates, Inc. or other consultants
         selected by Administrative Agent which review shall, if requested by
         Administrative Agent, be arranged and supervised by environmental legal
         counsel for Administrative Agent, all at Restricted Persons' cost and
         expense. The consultant shall render a verbal or written report, as
         specified by Administrative Agent, based upon such review at Restricted
         Persons' cost and expense and a copy thereof will be provided to
         Restricted Persons.

                  (f) Concurrently with the annual renewal of Restricted
         Persons' insurance policies, Restricted Persons shall at their own cost
         and expense, if requested by Administrative Agent in writing, cause a
         certificate or report to be issued by Administrative Agent's
         professional insurance consultants or other insurance consultants
         satisfactory to Administrative Agent certifying that Restricted
         Persons' insurance for the next succeeding year after such renewal (or
         for such longer period for which such insurance is in effect) complies
         with the provisions of this Agreement and the Security Documents.

                  (g) As soon as available, and in any event within five
         Business Days after the end of each month, a report on a mark to market
         basis of all Floating Rate Contracts as of the end of such month, and
         together with such report a complete list of all net realized losses on
         any Floating Rate Contracts for the prior twelve months in form
         satisfactory to Administrative Agent.

         Section 6.3. Other Information and Inspections. In each case subject to
the last sentence of this Section 6.3, each Restricted Person will furnish to
each Lender any information which Administrative Agent or any Lender may from
time to time request concerning any covenant, provision or condition of the Loan
Documents or any matter in connection with Restricted Persons' businesses and
operations. In each case subject to the last sentence of this Section 6.3,

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each Restricted Person will permit representatives appointed by Administrative
Agent (including independent accountants, auditors, agents, attorneys,
appraisers and any other Persons) to visit and inspect during normal business
hours any of such Restricted Person's property, including its books of account,
other books and records, and any facilities or other business assets, and to
make extra copies therefrom and photocopies and photographs thereof, and to
write down and record any information such representatives obtain, and each
Restricted Person shall permit Administrative Agent or its representatives to
investigate and verify the accuracy of the information furnished to
Administrative Agent or any Lender in connection with the Loan Documents and to
discuss all such matters with its officers, employees and, upon prior notice to
US Borrower, Term Borrower, or Canadian Revolver Borrower, its representatives.
Without limitation of the foregoing, within one hundred twenty (120) days after
the end of each Fiscal Year, and in addition once during each Fiscal Year, if
requested by Administrative Agent at the instruction of Majority Lenders, US
Borrower, Term Borrower, and Canadian Revolver Borrower, shall permit commercial
financial examiners appointed by Administrative Agent to conduct a commercial
finance examination of the business and assets of Restricted Persons and in
connection with such examination to have full access to and the right to
examine, audit, make abstracts and copies from, and inspect Restricted Persons'
records, files, books of account and all other documents, instruments and
agreements to which a Restricted Person is a party. US Borrower, Term Borrower,
or Canadian Revolver Borrower, shall pay all reasonable costs and expenses of
Administrative Agent associated with any such examination. Each of the foregoing
inspections and examinations shall be made subject to compliance with applicable
safety standards and the same conditions applicable to any Restricted Person in
respect of property of that Restricted Person on the premises of Persons other
than a Restricted Person or an Affiliate of a Restricted Person, and all
information, books and records furnished or requested to be furnished, or of
which copies, photocopies or photographs are made or requested to be made, all
information to be investigated or verified and all discussions conducted with
any officer, employee or representative of any Restricted Person shall be
subject to any applicable attorney-client privilege exceptions which the
Restricted Person determines is reasonably necessary and compliance with
conditions to disclosures under non-disclosure agreements between any Restricted
Person and Persons other than a Restricted Person or an Affiliate of a
Restricted Person and the express undertaking of each Person acting at the
direction of or on behalf of any Lender Party to be bound by the confidentiality
provisions of Section 10.6 of this Agreement.

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

                (a) the occurrence of any Material Adverse Change,

                (b) the occurrence of any Default,

                (c) the acceleration of the maturity of any Indebtedness owed
         by any Restricted Person or of any default by any Restricted Person
         under any indenture, mortgage, agreement, contract or other instrument
         to which any of them is a party or by

                                       84

         which any of them is a party or by which any of them or any of their
         properties is bound, if such acceleration or default could cause a
         Material Adverse Change,

                 (d)  the occurrence of any Termination Event,

                 (e)  Under any Environmental Law, any claim of the Dollar
         Equivalent of $1,000,000 or more, any notice of potential liability
         which might be reasonably likely to exceed such amount, or any other
         material adverse claim asserted against any Restricted Person or with
         respect to any Restricted Person's properties taken as a whole, and

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

Upon the occurrence of any of the foregoing Restricted Persons will take all
necessary or appropriate steps to remedy promptly any such Material Adverse
Change, Default, acceleration, default or Termination Event, to protect against
any such adverse claim, to defend any such suit or proceeding, and to resolve
all controversies on account of any of the foregoing. Restricted Persons will
also notify Administrative Agent and Administrative Agent's counsel in writing
at least twenty Business Days prior to the date that any Restricted Person
changes its name or the location of its chief executive office or principal
place of business or the place where it keeps its books and records concerning
the Collateral, furnishing with such notice any necessary financing statement
amendments or requesting Administrative Agent and its counsel to prepare the
same.

         Section 6.5. Maintenance of Properties. Each Restricted Person will
maintain, preserve, protect, and keep all Collateral and all other property used
or useful in the conduct of its business in good condition (ordinary wear and
tear excepted) and in compliance with all applicable Laws, and will from time to
time make all repairs, renewals and replacements needed to enable the business
and operations carried on in connection therewith to be promptly and
advantageously conducted at all times.

         Section 6.6. Maintenance of Existence and Qualifications. Each
Restricted Person will maintain and preserve its existence and its rights and
franchises in full force and effect and will qualify to do business in all
states or jurisdictions where required by applicable Law, except where the
failure so to qualify will not cause a Material Adverse Change.

         Section 6.7. Payment of Trade Liabilities, Taxes, etc. Each Restricted
Person will (a) timely file all required tax returns (including any extensions);
(b) timely pay all taxes, assessments, and other governmental charges or levies
imposed upon it or upon its income, profits or property; (c) within one hundred
twenty (120) days after the date such goods are delivered or such services are
rendered, pay all Liabilities owed by it on ordinary trade terms to vendors,
suppliers and other Persons providing goods and services used by it in the
ordinary course of its business; (d) pay and discharge when due all other
Liabilities now or hereafter owed by it, other than royalty payments suspended
in the ordinary course of business; and (e) maintain appropriate accruals and
reserves for all of the foregoing in accordance with GAAP. Each

                                       85

Restricted Person may, however, delay paying or discharging any of the foregoing
so long as it is in good faith contesting the validity thereof by appropriate
proceedings, if necessary, and has set aside on its books adequate reserves
therefor which are required by GAAP.

     Section 6.8.  Insurance. Each Restricted Person shall at all times maintain
insurance for its property in accordance with the Insurance Schedule, which
insurance shall be by financially sound and reputable insurers. Each Restricted
Person will maintain any additional insurance coverage as described in the
respective Security Documents. Upon demand by Administrative Agent any insurance
policies covering Collateral shall be endorsed (a) to provide for payment of
losses to Administrative Agent as its interests may appear, (b) to provide that
such policies may not be canceled or reduced or affected in any material manner
for any reason without fifteen days prior notice to Administrative Agent, and
(c) to provide for any other matters specified in any applicable Security
Document or which Administrative Agent may reasonably require. Each Restricted
Person shall at all times maintain insurance against its liability for injury to
persons or property in accordance with the Insurance Schedule, which insurance
shall be by financially sound and reputable insurers. Without limiting the
foregoing, each Restricted Person shall at all time maintain liability insurance
in accordance with the Insurance Schedule.

     Section 6.9.  Performance on Borrower's Behalf. If any Restricted Person
fails to pay any taxes, insurance premiums, expenses, attorneys' fees or other
amounts it is required to pay under any Loan Document, Administrative Agent may
pay the same after notice of such payment by Administrative Agent is given to US
Borrower. US Borrower shall immediately reimburse Administrative Agent for any
such payments and each amount paid by Administrative Agent shall constitute an
Obligation owed hereunder which is due and payable on the date such amount is
paid by Administrative Agent.

     Section 6.10. Interest. Each of US Borrower, Term Borrower, and Canadian
Revolver Borrower hereby promises to each Lender to pay interest at the Default
Rate on all Obligations (including Obligations to pay fees or to reimburse or
indemnify any Lender) which such Person has in this Agreement promised to pay to
such Lender and which are not paid when due. Such interest shall accrue from the
date such Obligations become due until they are paid.

     Section 6.11. Compliance with Agreements and Law. Each Restricted Person
will perform all material obligations it is required to perform under the terms
of each indenture, mortgage, deed of trust, security agreement, lease, and
franchise, and each material agreement, contract or other instrument or
obligation to which it is a party or by which it or any of its properties is
bound. Each Restricted Person will conduct its business and affairs in
compliance with all Laws applicable thereto.

     Section 6.12. Environmental Matters; Environmental Reviews.

              (a)  Each Restricted Person will comply in all material respects
     with all Environmental Laws now or hereafter applicable to such Restricted
     Person as well as all contractual obligations and agreements with respect
     to environmental remediation or other environmental matters, and shall
     obtain, at or prior to the time required by applicable Environmental Laws,
     all environmental, health and safety permits, licenses

                                       86

         and other authorizations necessary for its operations and will maintain
         such authorizations in full force and effect.

                   (b)   Each Restricted Person will promptly furnish to
         Administrative Agent all written notices of violation, orders, claims,
         citations, complaints, penalty assessments, suits or other proceedings
         received by any Restricted Person or General Partner, or of which it
         has notice, pending or threatened against any Restricted Person, the
         potential liability of which exceeds the Dollar Equivalent of
         $1,000,000 or would cause a Material Adverse Change if resolved
         adversely against any Restricted Person, by any governmental authority
         with respect to any alleged violation of or non-compliance with any
         Environmental Laws or any permits, licenses or authorizations in
         connection with its ownership or use of its properties or the operation
         of its business.

                   (c)   Each Restricted Person will promptly furnish to
         Administrative Agent all requests for information, notices of claim,
         demand letters, and other notifications, received by any Restricted
         Person or General Partner in connection with its ownership or use of
         its properties or the conduct of its business, relating to potential
         responsibility with respect to any investigation or clean-up of
         Hazardous Material at any location, the potential liability of which
         exceeds the Dollar Equivalent of $1,000,000 or would cause a Material
         Adverse Change if resolved adversely against any Restricted Person.

         Section 6.13.   Evidence of Compliance. Subject to the last sentence of
Section 6.3, each Restricted Person will furnish to each Lender at such
Restricted Person's expense all evidence which Administrative Agent from time to
time reasonably requests in writing as to the accuracy and validity of or
compliance with all representations, warranties and covenants made by any
Restricted Person in the Loan Documents, the satisfaction of all conditions
contained therein, and all other matters pertaining thereto.

         Section 6.14.   Agreement to Deliver Security Documents. Restricted
Persons will deliver, and will cause each Person, other than Unrestricted
Subsidiaries, in which it owns any capital stock or other equity interest (other
than interests described in clause (d) of the definition of "Permitted
Investments"), to deliver, to further secure the Obligations whenever requested
by Administrative Agent in its sole and absolute discretion, deeds of trust,
mortgages, chattel mortgages, security agreements, financing statements and
other Security Documents in form and substance satisfactory to Administrative
Agent for the purpose of granting, confirming, and perfecting first and prior
liens or security interests in any real or personal property now owned or
hereafter acquired by any Restricted Person; provided, with respect to any such
property for which the consent or approval of third parties is required for the
delivery of such Security Documents, Restricted Persons shall not be required to
deliver, or to cause such Person to deliver, such Security Documents with
respect to such property, but shall use their commercially reasonable best
efforts, as determined by Administrative Agent, to deliver, or to cause such
Person to deliver, such Security Documents with respect to such property.
Without limiting the foregoing, each Restricted Person shall be required to
grant a Lien in favor of Administrative Agent for the benefit of Lenders
encumbering such Restricted Person's ownership interest in any Unrestricted
Subsidiary; provided, no Security Document granting any such Lien on such

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ownership interest in such Unrestricted Subsidiary shall restrict or limit the
ownership or operation of such Unrestricted Subsidiary except as otherwise
restricted or limited herein.

         Section 6.15.   Perfection and Protection of Security Interests and
Liens. Each Restricted Person will from time to time deliver to Administrative
Agent any financing statements, continuation statements, extension agreements
and other documents, properly completed and executed (and acknowledged when
required) by Restricted Persons in form and substance satisfactory to
Administrative Agent, which Administrative Agent requests for the purpose of
perfecting, confirming, or protecting any Liens or other rights in Collateral
securing any Obligations.

         Section 6.16.   Bank Accounts; Offset. To secure the repayment of the
Obligations, each Restricted Person hereby grants to each Lender a security
interest, a lien, and a right of offset, each of which shall be in addition to
all other interests, liens, and rights of any Lender at common Law, under the
Loan Documents, or otherwise, and each of which shall be upon and against (a)
any and all moneys, securities or other property (and the proceeds therefrom) of
such Restricted Person now or hereafter held or received by or in transit to any
Lender from or for the account of such Restricted Person, whether for
safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and
all deposits (general or special, time or demand, provisional or final) of such
Restricted Person with any Lender, and (c) any other credits and claims of such
Restricted Person at any time existing against any Lender, including claims
under certificates of deposit. At any time and from time to time during the
continuance of any Event of Default, each Lender is hereby authorized to
foreclose upon, or to offset against the Obligations then due and payable (in
either case without notice to any Restricted Person), any and all items herein
above referred to. The remedies of foreclosure and offset are separate and
cumulative, and either may be exercised independently of the other without
regard to procedures or restrictions applicable to the other.

         Section 6.17.   Guaranties of Subsidiaries. Each Subsidiary of Plains
MLP, and any other Person, other than Unrestricted Subsidiaries, in which any
Subsidiary of Plains MLP owns any capital stock or other equity interest (other
than interests described in clause (d) of the definition of "Permitted
Investments"), now existing or created, acquired or coming into existence after
the date hereof shall, promptly upon request by Administrative Agent, execute
and deliver to Administrative Agent an absolute and unconditional guaranty of
the timely repayment of the Obligations and the due and punctual performance of
the obligations of US Borrower, Term Borrower, and Canadian Revolver Borrower
hereunder (in each case for which such Subsidiary is not a borrower, account
party or similar primary and direct obligor), which guaranty shall be
satisfactory to Administrative Agent in form and substance; provided, with
respect to any such Subsidiary or other Person that is not a Wholly Owned
Subsidiary of Plains MLP, for which consent or approval of third parties is
required for the delivery of such guaranty, such Subsidiary or such other Person
shall not be required to deliver such guaranty, but shall use its commercially
reasonable best efforts, as determined by Administrative Agent, to deliver such
guaranty. Notwithstanding any provision contained herein, in no event shall any
Unrestricted Subsidiary be required to execute and deliver any guaranty for, or
in respect of, the Obligations, or any part thereof. Each Subsidiary of Plains
MLP existing on the date hereof shall duly execute and deliver such a guaranty
prior to the making of any Loan hereunder (in each case for which such
Subsidiary is not a borrower, account party or similar primary and direct
obligor). Plains MLP

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will cause each of its Subsidiaries to deliver to Administrative Agent,
simultaneously with its delivery of such a guaranty, written evidence
satisfactory to Administrative Agent and its counsel that such Subsidiary has
taken all corporate, limited liability company or partnership action necessary
to duly approve and authorize its execution, delivery and performance of such
guaranty and any other documents which it is required to execute.

         Section 6.18.   Compliance with Agreements. Each Restricted Person
shall observe, perform or comply with any agreement with any Person or any term
or condition of any instrument, if such agreement or instrument is materially
significant to such Restricted Person or to Restricted Persons on a Consolidated
basis or materially significant to any Guarantor, unless any such failure to so
observe, perform or comply is remedied within the applicable period of grace (if
any) provided in such agreement or instrument.

         Section 6.19.   Rents. By the terms of the various Security Documents,
certain Restricted Persons are and will be assigning to Administrative Agent,
for the benefit of Lender Parties, all of the "Rents" (as defined therein)
accruing to the property covered thereby. Notwithstanding any such assignments,
so long as no Default has occurred and is continuing, (i) such Restricted
Persons may continue to receive and collect from the payors of such Rents all
such Rents, subject, however, to the Liens created under the Security Documents,
which Liens are hereby affirmed and ratified, and free and clear of such Liens,
use the proceeds of the Rents, and (ii) the Administrative Agent will not notify
the obligors of such Rents or take any other action to cause proceeds thereof to
be remitted to the Administrative Agent. Upon the occurrence of a Default,
Administrative Agent may exercise all rights and remedies granted under the
Security Documents, including the right to obtain possession of all Rents then
held by such Restricted Persons or to receive directly from the payors of such
Rents all other Rents until such time as such Default is no longer continuing.
If the Administrative Agent shall receive any Rent proceeds from any payor at
any time other than during the continuance of a Default, then it shall notify US
Borrower thereof and (i) upon request and pursuant to the instructions of US
Borrower, it shall, if no Default is then continuing, remit such proceeds to US
Borrower and (ii) at the request and expense of US Borrower, execute and deliver
a letter to such payors confirming Restricted Persons' right to receive and
collect Rents until otherwise notified by Administrative Agent. In no case shall
any failure, whether purposed or inadvertent, by Administrative Agent to collect
directly any such Rents constitute in any way a waiver, remission or release of
any of its rights under the Security Documents, nor shall any release of any
Rents by Administrative Agent to such Restricted Persons constitute a waiver,
remission, or release of any other Rents or of any rights of Administrative
Agent to collect other Rents thereafter.

         Section 6.20.   Working Capital Borrowings. For an economically
meaningful period of time in each Fiscal Year, as reasonably determined by the
General Partner, the aggregate outstanding principal balance of all Working
Capital Borrowings shall be reduced to a relatively small amount as may be
reasonably specified by the General Partner.

                        ARTICLE VII - Negative Covenants

         To conform with the terms and conditions under which each Lender is
willing to have credit outstanding to US Borrower, Term Borrower, and Canadian
Revolver Borrower and to

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induce each Lender to enter into this Agreement and make the Loans, Plains, US
Borrower, Term Borrower, and Canadian Revolver Borrower covenant and agree that
until the full and final payment of the Obligations and the termination of this
Agreement, unless Majority Lenders, or all Lenders as required under Section
10.1, have previously agreed otherwise:

         Section 7.1.  Indebtedness. No Restricted Person will in any manner owe
or be liable for Indebtedness except:

         (a)     the Obligations;

         (b)     Indebtedness arising under Hedging Contracts (i) permitted
under Section 7.3 or (ii) consisting of options, swaps, collars and similar
instruments that relate to Petroleum Products and are either referred to in any
of clauses (i) - (iii) of Section 7.15(a) or permitted by Section 7.15(b) or
(c);

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

         (d)     Liabilities with respect to obligations to deliver Petroleum
Products or to render terminaling or storage services in consideration for
advance payments to a Restricted Person provided such delivery or rendering, as
applicable, is to be made within 60 days (or, as to liquefied petroleum gases,
within 365 days) after such payment;

         (e)     Indebtedness under the Marketing Credit Agreement, provided
that the principal amount of loans and face amount of letters of credit
thereunder at any one time outstanding shall not exceed $350,000,000;

         (f)     guaranties by any Restricted Person of (i) (A) Liabilities of
any Borrower or Guarantor which are not otherwise prohibited hereunder or (B)
Liabilities of any Wholly-Owned Subsidiary of Plains MLP not constituting
Indebtedness, (ii) trade payables incurred and paid in the ordinary course of
business on ordinary trade terms by (A) any Restricted Person, or (B) any other
Person in which Plains MLP or any Wholly Owned Subsidiary of Plains MLP owns
less than all of such Person's capital stock or other equity interest; provided,
that the outstanding trade payables amount guaranteed at any time under this
clause (B) shall not exceed (1) $50,000,000 minus (2) any outstanding
Investments under clause (f) of the definition of Permitted Investments;

         (g)     Indebtedness owing by Plains MLP or any other Restricted Person
under its senior unsecured privately placed or public term Indebtedness (and any
Indebtedness from time to time issued in exchange therefor or from time to time
incurred to repay or otherwise refinance, in whole or part, any Indebtedness
that was incurred pursuant to this clause (g), which Indebtedness is incurred in
compliance with the provisions of clauses (1) through (6) of this clause (g)),
provided:

         (1)     such Indebtedness shall not permit mandatory redemption or
         mandatory prepayment by any holder thereof solely at the option of any
         such holder, nor any stated maturity, in each case prior to the last
         maturity date of all Loans, other than any such

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redemption, prepayment or maturity of such Indebtedness which is made with the
proceeds of (A) all or any portion of other Indebtedness incurred pursuant to
this clause (g), or (B) any equity issuance of Plains MLP,

(2)  the instrument governing such Indebtedness shall have no covenants or other
requirements more onerous than the Loan Documents,

(3)  the aggregate outstanding face amount of such Indebtedness, without
duplication of, or regard for, the amount of any Indebtedness theretofore
incurred pursuant to this clause (g) which, in whole or part, is being repaid or
refinanced with the proceeds of Indebtedness that is being incurred subsequent
thereto pursuant to this clause (g) and substantially contemporaneously with
such repayment or refinancing, as applicable, shall not exceed $400,000,000,

(4)  all of the net proceeds of such originally issued Indebtedness up to an
aggregate amount of $400,000,000, other than any portion of such net proceeds
(A) used to pay or otherwise refinance, in whole or part, Indebtedness incurred
pursuant to this clause (g), or (B) which permanently replaces any Indebtedness
incurred pursuant to this clause (g) and theretofore matured or was redeemed or
paid as permitted by subclause (B) of either clause (1) or the final proviso in
this Section 7.1(g), shall be used to repay US Loans, to the extent of the then
outstanding balance of the US Loans, or to make substantially contemporaneous
Permitted Acquisitions,

(5)  upon the receipt of net proceeds from the original issuance of such
Indebtedness up to an aggregate amount of $400,000,000, other than any portion
of such net proceeds (A) used to pay or otherwise refinance, in whole or part,
Indebtedness incurred pursuant to this clause (g), or (B) which permanently
replaces any Indebtedness incurred pursuant to this clause (g) and theretofore
matured or was redeemed or paid as permitted by subclause (B) of either clause
(1) or the final proviso in this Section 7.1(g), the US Commitment shall be
reduced by an amount (the "Commitment Reduction Amount") equal to (A) forty
percent (40%) of the face amount of such Indebtedness, which face amount shall
be reduced by an amount equal to the net proceeds from such issuance which were
used to repay or otherwise refinance, in whole or part, Indebtedness incurred
pursuant to this clause (g), if and to the extent the aggregate face amount is
less than $350,000,000, or (B) fifty percent (50%) of the face amount of such
Indebtedness, which face amount shall be reduced by an amount equal to the net
proceeds from such issuance which were used to repay or otherwise refinance, in
whole or part, Indebtedness incurred pursuant to this clause (g), if and to the
extent the aggregate face amount of such Indebtedness is equal to or greater
than $350,000,000, provided, however, such Commitment Reduction Amount shall be
reduced by an amount equal to $50,000,000, and

(6)  both immediately prior to and immediately following the consummation of
such offering or incurrence, as applicable, no Default or Event of Default shall
have occurred and be continuing;

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provided, further, each Restricted Person hereby covenants and agrees that it
will not optionally redeem, or make any payment on or with respect to the
optional redemption of, such Indebtedness (or any portion thereof) prior to the
last maturity of all Loans without the written consent of Majority Lenders,
other than any such redemption or payment of such Indebtedness which was made
with the proceeds of (A) all or any portion of other Indebtedness incurred
pursuant to this clause (g) or (B) any equity issuance of Plains MLP; and

         (h) other Indebtedness not to exceed in the aggregate in respect of all
Restricted Persons the principal amount of the Dollar Equivalent of $25,000,000
at any one time outstanding; provided, no such other Indebtedness under this
clause (h) in respect of borrowed money (1) by Canadian Revolver Borrower shall
exceed in the aggregate the principal amount of $10,000,000 at any one time
outstanding, or (2) by a Restricted Person other than US Borrower, Canadian
Revolver Borrower or Restricted Persons acquired after the date hereof shall
exceed in the aggregate the principal amount of $5,000,000 at any one time
outstanding.

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

                  (a)  Liens created pursuant to this Agreement or the Security
         Documents and Liens existing on the date of this Agreement and listed
         in the Disclosure Schedule or Liens created pursuant to the Marketing
         Credit Agreement or the "Security Documents" as defined in the
         Marketing Credit Agreement, subject to the terms of the Intercreditor
         Agreement referred to in Section 4.1(m).

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

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

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

                  (e)  Liens under or with respect to accounts with brokers or
         counterparties with respect to Hedging Contracts consisting of cash,
         commodities or futures contracts, options, securities, instruments, and
         other like assets securing only Hedging Contracts permitted under
         Section 7.1;

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

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

         (h) Liens in respect of operating leases and Capital Leases permitted
under Section 7.1;

         (i) Liens upon any property or assets acquired after the date hereof by
a Restricted Person, each of which either (i) existed on such property or asset
before the time of its acquisition and was not created in anticipation thereof,
or (ii) was created solely for the purpose of securing Indebtedness
representing, or incurred to finance, refinance or refund, the cost (including
the cost of construction) of such property or asset; provided that no such Lien
shall extend to or cover any property or asset of a Restricted Person other than
the property or asset so acquired (or constructed) and the Indebtedness secured
thereby is permitted under Section 7.1(h) hereof; and any extension, renewal,
refinancing, refunding or replacement (or successive extensions, renewals,
refinancings, refundings or replacements), in whole or part, of the foregoing,
provided, however, that such Liens shall not cover or secure any additional
Indebtedness, obligations, property or asset;

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

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

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

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

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                  (n) Liens on property of US Borrower permitted pursuant to the
         terms of the Marketing Credit Agreement.

         Section 7.3. Hedging Contracts. No Restricted Person will be a party to
or in any manner be liable on any Hedging Contract, except:

                  (a) Hedging Contracts entered into by a Restricted Person with
         the purpose and effect of (I) fixing interest rates on a principal
         amount of indebtedness of such Restricted Person that is accruing
         interest at a variable rate, or (II) applying a variable rate of
         interest on a principal amount of indebtedness of such Restricted
         Person that is accruing interest at a fixed rate; provided that (i) the
         aggregate notional amount of such contracts never exceeds one hundred
         percent (100%) of the anticipated outstanding principal balance of the
         indebtedness to be hedged by such contracts or an average of such
         principal balances calculated using a generally accepted method of
         matching interest swap contracts to declining principal balances, (ii)
         the floating rate index of each such contract generally matches the
         index used to determine the floating rates of interest on the
         corresponding indebtedness to be hedged by such contract and (iii) each
         such contract is with a counterparty or has a guarantor of the
         obligation of the counterparty who (unless such counterparty is a
         Lender, a "Lender" as such term is defined in the Marketing Credit
         Agreement, or an Affiliate of a Lender or "Lender" at the time such
         contract is entered into) at the time the contract is made has
         long-term unsecured and unenhanced debt obligations rated A or A2 or
         better, respectively, by either Rating Agency or is otherwise
         acceptable to Majority Lenders.

                  (b) Hedging Contracts entered into by a Canadian Subsidiary
         (or by a Restricted Person on behalf of a Canadian Subsidiary) with the
         purpose and effect of fixing foreign exchange rates on its reasonably
         anticipated net revenues, and not for speculative purposes, provided
         that (i) no such contract fixes an exchange rate for a term of more
         than 5 years, (ii) the aggregate notional amount of such contracts
         (determined, in the case of contracts that are not settled on a monthly
         basis, by a monthly proration acceptable to Administrative Agent) for
         any single month never exceeds (A) ninety percent (90%) of the
         reasonably anticipated net revenues to be hedged by such contracts plus
         (B) one hundred percent (100%) of the anticipated outstanding principal
         balance of the indebtedness to be hedged by such contracts, and (iii)
         each such contract is with a counterparty or has a guarantor of the
         obligation of the counterparty who (unless such counterparty is a
         Lender, a "Lender" as such term is defined in the Marketing Credit
         Agreement, or an Affiliate of a Lender or "Lender" at the time such
         contract is entered into) at the time the contract is made has
         long-term unsecured and unenhanced debt obligations rated A or A2 or
         better, respectively, by either Rating Agency or is otherwise
         acceptable to Majority Lenders.

                  (c) Hedging Contracts relating to heating oil used to hedge
         price risk for fuel requirements of the truck fleet of a Restricted
         Person in the ordinary course of business.

         Section 7.4. Limitation on Mergers, Issuances of Securities. Except as
expressly provided in this section, no Restricted Person will (a) enter into any
transaction of merger or

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consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), (b) acquire any business or property
from, or capital stock of, or be a party to any acquisition of, any Person
except for purchases of inventory and other property to be sold or used in the
ordinary course of business and Investments permitted under Section 7.7 hereof
or (c) sell, transfer, lease, exchange, alienate or otherwise dispose of, in one
transaction or a series of transactions, any part of its business or property,
whether now owned or hereafter acquired, except for sales or transfers not
prohibited by under Section 7.5 hereof. Any Person, other than US Borrower, Term
Borrower, or Canadian Revolver Borrower, that is a Subsidiary of a Restricted
Person may, however, be merged into or consolidated with (i) another Subsidiary
of such Restricted Person, so long as (A) neither is a Guarantor, or (B) a
Guarantor is the surviving business entity, (ii) such Restricted Person, so long
as such Restricted Person is the surviving business entity, or (iii) any other
Person pursuant or incidental to, or in connection with, any contemporaneous or
substantially contemporaneous Permitted Acquisition, provided that such merging
or consolidating Subsidiary (1) is not a Borrower, Guarantor or a Wholly Owned
Subsidiary of Plains MLP, other than a Wholly Owned Subsidiary that was formed,
acquired or created solely for purposes of such acquisition or otherwise
conducted no operations and owned no assets, other than of an inconsequential
amount and (2) does not own any Collateral. Plains MLP will not issue any
securities other than (i) limited partnership interests and any options or
warrants giving the holders thereof only the right to acquire such interests,
(ii) general partnership interests to General Partner, and (iii) debt securities
permitted by Section 7.1(g). No Subsidiary of Plains MLP will issue any
additional shares of its capital stock, partnership interests or other
securities or any options, warrants or other rights to acquire such additional
shares, partnership interests or other securities, except a Subsidiary of a
Restricted Person may issue additional shares, partnership interests or other
securities (i) to Persons so long as such Restricted Person's and Plains MLP's
aggregate ownership in such issuing Subsidiary is not diminished after giving
effect thereto, or (ii) to any other Person pursuant or incidental to, or in
connection with, any contemporaneous or substantially contemporaneous Permitted
Acquisition, provided that such issuing Subsidiary (1) is not a Borrower,
Guarantor or a Wholly Owned Subsidiary of Plains MLP, other than a Wholly Owned
Subsidiary that was formed, acquired or created solely for purposes of such
acquisition or otherwise conducted no operations and owned no assets, other than
of an inconsequential amount and (2) does not own any Collateral.
Notwithstanding the foregoing, Canadian Revolver Borrower may issue limited
partner interests to CanPet Energy Group (USA), Inc. or CanPet Energy Group
Inc., provided, such limited partner interests shall:

                  (i)   pay no cash dividend nor entitle the holder thereof to
         any cash distribution, except upon dissolution (provided that the
         foregoing shall not prevent the accrual of any such dividends or
         distributions);

                  (ii)  not entitle the holder thereof to any right to manage or
         control Canadian Revolver Borrower or vote with respect thereto; and

                  (iii) not be redeemable or exchangeable by the holder thereof
         for cash or callable or subject to a put option for cash at the option
         of any such holder.

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         Section 7.5. Limitation on Sales of Property. No Restricted Person will
sell, transfer, lease, exchange, alienate or dispose of any Collateral or any of
its material assets or properties or any material interest therein except:

         (a) equipment which is worthless or obsolete or no longer necessary or
useful to the proper conduct of its business or which is replaced by equipment
of equal suitability and value;

         (b) inventory (including pipeline linefill) which is sold in the
ordinary course of business on ordinary trade terms;

         (c) in other property which is sold for fair consideration not in the
aggregate in excess of the Dollar Equivalent of $10,000,000 in any Fiscal Year,
the sale of which will not materially impair or diminish the value of the
Collateral or any Restricted Person's financial condition, business or
operations;

         (d) in exchange for other property; provided that (i) such exchange is
for fair consideration, (ii) the property to be acquired in such exchange
constitutes a Permitted Acquisition, (iii) the fair market value of such
property being exchanged is not in the aggregate in excess of the Dollar
Equivalent of $25,000,000 in any Fiscal Year, as reasonably determined by US
Borrower (any such determination in excess of $10,000,000 being determined in
good faith by certified resolution of the board of directors of the corporate
general partner of US Borrower and subject to, at Administrative Agent's
reasonable request, confirmation by appraisal), and (iv) such exchange will not
materially impair or diminish the value of the Collateral or any Restricted
Person's financial condition, business or operations; and

         (e) sales or transfers, subject to the Security Documents, by a Person
(other than US Borrower) that is a Subsidiary of a Restricted Person to such
Restricted Person or to a Wholly Owned Subsidiary of such Restricted Person that
is a Guarantor.

No Restricted Person will sell, transfer or otherwise dispose of capital stock
of or interest in any of its Subsidiaries except (i) to Plains MLP or a Wholly
Owned Subsidiary of Plains MLP or (ii) to any other Person pursuant or
incidental to, or in connection with, any contemporaneous or substantially
contemporaneous Permitted Acquisition, provided that such Subsidiary whose
capital stock or interests are being transferred (1) is not a Borrower,
Guarantor or a Wholly Owned Subsidiary of Plains MLP, other than a Wholly Owned
Subsidiary that was formed, acquired or created solely for purposes of such
acquisition or otherwise conducted no operations and owned no assets, other than
of an inconsequential amount and (2) does not own any Collateral; provided, in
the event any limited partner interests issued by Canadian Revolver Borrower to
CanPet Energy Group (USA), Inc. or CanPet Energy Group Inc. pursuant to Section
7.4 are exchanged for units issued by Plains MLP, Lenders hereby consent to the
contribution by Plains MLP to US Borrower of any and all such partnership
interests. No Restricted Person will discount, sell, pledge or assign any notes
payable to it, accounts receivable or future income. So long as no Default then
exists, Administrative Agent will, at US Borrower's request and expense, execute
a release, satisfactory to the relevant Borrower and Administrative Agent, of
any Collateral so sold, transferred, leased, exchanged, alienated or disposed of
pursuant to clauses (a), (c) or (d) of this Section.

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         Section 7.6. Limitation on Dividends and Redemptions. No Restricted
Person will declare or pay any dividends on, or make any other distribution in
respect of, any class of its capital stock or any partnership, limited liability
company or other interest in it, nor will any Restricted Person directly or
indirectly purchase, redeem, acquire or retire (or make any capital contribution
to purchase, redeem, acquire or retire) any shares of the capital stock of or
partnership or limited liability company interests in any Restricted Person
(whether such interests are now or hereafter issued, outstanding or created), or
cause or permit any reduction or retirement of the capital stock of any
Restricted Person, while any Loan or any US Commitment or any Canadian
Commitment is outstanding. Notwithstanding the foregoing, but subject to Section
7.5, (i) Subsidiaries of Plains MLP, US Borrower, Term Borrower, Canadian
Revolver Borrower or of any Guarantor shall not be restricted, directly or
indirectly, from declaring and paying dividends or making any other
distributions to Plains MLP, US Borrower, Term Borrower, Canadian Revolver
Borrower or any such Guarantor, respectively, (ii) no Restricted Person shall be
restricted from making capital contributions of any nature to a Wholly Owned
Subsidiary of such Restricted Person that is a Guarantor, and (iii) so long as
no Default or Event of Default has occurred and is continuing or would result
therefrom, Plains MLP shall not be restricted from (A) distributing Available
Cash (other than amounts required to be applied as otherwise required in any
Loan Document) to its partners in accordance with the Partnership Agreement or
(B) purchasing its partnership units on the open market in connection with the
Incentive and Option Plans.

         Section 7.7. Limitation on Investments and New Businesses. No
Restricted Person will (a) make any expenditure or commitment or incur any
obligation or enter into or engage in any transaction except in the ordinary
course of business, (b) engage directly or indirectly in any business or conduct
any operations except in connection with or incidental to its present businesses
and operations, (c) make any acquisitions of or capital contributions to or
other Investments in any Person, other than Permitted Investments and Permitted
Acquisitions, or (d) make any acquisitions of properties other than Permitted
Acquisitions. All transactions permitted under the foregoing subsections (a)
through (d), inclusive, are subject to Section 7.5.

         Section 7.8. Limitation on Credit Extensions. Except for Permitted
Investments and Hedging Contracts permitted under Section 7.3(b) hereof, no
Restricted Person will extend credit, make advances or make loans other than
normal and prudent extensions of credit to customers buying goods and services
in the ordinary course of business or to another Restricted Person in the
ordinary course of business, which extensions shall not be for longer periods
than those extended by similar businesses operated in a normal and prudent
manner.

         Section 7.9. Transactions with Affiliates. No Restricted Person will
engage in any material transaction with any of its Affiliates except: (a)
transactions among Plains MLP and Wholly Owned Subsidiaries of Plains MLP,
subject to the other provisions of this Agreement, (b) transactions governed by
the Affiliate Agreements, and (c) transactions entered into in the ordinary
course of business of such Restricted Person on terms which are no less
favorable to such Restricted Person than those which would have been obtainable
at the time in arm's-length transactions with Persons other than such
Affiliates.

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         Section 7.10. Prohibited Contracts. Except as expressly provided for in
the Loan Documents and as described in the Disclosure Schedule or pursuant to a
Restriction Exception, the substance of which, in detail satisfactory to
Administrative Agent, is promptly reported to Administrative Agent, no
Restricted Person will, directly or indirectly, enter into, create, or otherwise
allow to exist any contract or other consensual restriction on the ability of
any Subsidiary of Plains MLP, including but not limited to US Borrower, Term
Borrower, Canadian Revolver Borrower and any Subsidiary of such Persons to: (a)
pay dividends or make other distributions to US Borrower, Term Borrower,
Canadian Revolver Borrower or Plains MLP, (b) redeem equity interests held in it
by US Borrower, Term Borrower, Canadian Revolver Borrower or Plains MLP, (c)
repay loans and other indebtedness owing by it to US Borrower, Term Borrower,
Canadian Revolver Borrower or Plains MLP, or (d) transfer any of its assets to
US Borrower, Term Borrower, Canadian Revolver Borrower or Plains MLP. No
Restricted Person will enter into any "take-or-pay" contract or other contract
or arrangement for the purchase of goods or services which obligates it to pay
for such goods or service regardless of whether they are delivered or furnished
to it other than contracts for pipeline capacity or for services in either case
reasonably anticipated to be utilized in the ordinary course of business. No
Restricted Persons will amend, modify or release any of the Affiliate
Agreements. No Restricted Person will amend or permit any amendment to any
contract or lease which releases, qualifies, limits, makes contingent or
otherwise detrimentally affects the rights and benefits of Administrative Agent
or any Lender under or acquired pursuant to any Security Documents. No ERISA
Affiliate will incur any obligation to contribute to any "multiemployer plan" as
defined in Section 4001 of ERISA that is subject to Title IV of ERISA.

         Section 7.11. Current Ratio. The ratio of (i) the sum of Plains MLP's
Consolidated current assets plus the excess, if any, of the Total Revolver
Commitment over the Facility Usage to (ii) Plains MLP's Consolidated current
liabilities will never be less than 1.0 to 1.0. For purposes of this section,
Plains MLP's Consolidated current liabilities will be calculated without
including (a) any payments of principal on the Notes or Banker's Acceptances or
the notes under the Marketing Credit Agreement which are required to be repaid
within one year from the time of calculation and (b) all Liabilities arising
under permitted Hedging Contracts. As used in this section, (x) "Total Revolver
Commitment" means the sum of (1) the Canadian Revolver Commitment plus (2) the
US Commitment, in each case as of the time of determination and (y) "Facility
Usage" means, at the time in question, the sum of (1) the Canadian Revolver
Facility Usage plus (2) the US Facility Usage.

         Section 7.12. Debt Coverage Ratio. (a) At the end of any Fiscal
Quarter, (b) on any date on which General Partner declares a distribution
permitted under Section 7.6 and (c) on the date of any Permitted Acquisition,
both immediately prior to and after giving effect to the consummation thereof,
the Debt Coverage Ratio will not be greater than:

                  (i)  prior to the Equilon Acquisition Closing Date: 4.00 to 1;

                  (ii) on and after the Equilon Acquisition Closing Date but
         prior to the Private/Public Debt Issuance Date: (I) 5.00 to 1, in the
         case of any determination during the period from the Equilon
         Acquisition Closing Date through and including March 30, 2003, and (II)
         4.00 to 1, in the case of any determination thereafter;

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                  (iii) on and after the Equilon Acquisition Closing Date and on
         and after the Private/Public Debt Issuance Date: 5.25 to 1; and, in
         addition, the Secured Debt Coverage Ratio will not be greater than 4.00
         to 1.

As used herein, "Debt Coverage Ratio" means the ratio of (a) Consolidated Funded
Indebtedness to (b) Consolidated EBITDA, and "Secured Debt Coverage Ratio" means
the ratio of (a) Consolidated Secured Indebtedness to (b) Consolidated EBITDA,
in each case for the four Fiscal Quarter period (or other period specified
below) most recently ended prior to the date of determination for which
financial statements contemplated by Section 6.2(a) or (b) are available to
Borrower; provided, for purposes of this Section 7.12, if, since the beginning
of the four Fiscal Quarter period ending on the date for which Consolidated
EBITDA is determined, any Restricted Person shall have made any asset
disposition or acquisition, shall have consolidated or merged with or into any
Person (other than another Restricted Person), or shall have made any
disposition or acquisition of a Restricted Person or disposition or acquisition
of any partial ownership interest in any other Person, Consolidated EBITDA shall
be calculated giving pro forma effect thereto as if the disposition,
acquisition, consolidation or merger had occurred on the first day of such
period; provided, with respect to any Person not constituting a Subsidiary of
Plains MLP, such pro forma calculation of Consolidated EBITDA, with respect to
any such Person, shall be limited to not more than 75% of (i) such Restricted
Person's ownership interest in such Person times (ii) the difference of such
Person's (A) Consolidated EBITDA minus (B) Interest Expense and capital
expenditures. Such pro forma effect shall include adjustments with respect to
management fees previously distributed with respect to the assets subject to the
acquisition by US Borrower and Canadian Revolver Borrower of all or
substantially all of the assets of CanPet Energy Group (USA) Inc. and CanPet
Energy Group, Inc., respectively and the acquisition of the remaining 50% of the
Manito Pipeline in mid calendar year 2000, and shall otherwise be determined (i)
in good faith by the chief financial officer of Borrower, and (ii) without
giving effect to any anticipated or proposed change in operations, revenues,
expenses or other items included in the computation of Consolidated EBITDA,
except (1) cost reductions specifically identified at the time of disposition,
acquisition, consolidation or merger that are attributable to personnel
reductions, non-recurring maintenance and environmental costs and allocated
corporate overhead, (2) not more than fifty percent (50%) of Consolidated EBITDA
from Plains Terminals that are dedicated to commercial activities of the subject
assets, or (3) with the consent of Majority Lenders.

         Section 7.13. Interest Coverage Ratio. The ratio of (a) Consolidated
EBITDA to (b) Interest Expense for each four Fiscal Quarter period ending on or
after March 31, 2001 will not be less than 2.75 to 1.0.

         Section 7.14. Debt to Capital Ratio. The ratio of (a) all Consolidated
Funded Indebtedness to (b) the sum of Consolidated Funded Indebtedness plus
Consolidated Net Worth will never be greater than:

                  (i)   prior to the Equilon Acquisition Closing Date: 0.70 to 1
         at any time prior to and including December 31, 2002, and 0.65 to 1 at
         any time thereafter; and

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                  (ii) on and after the Equilon Acquisition Closing Date: 0.70
         to 1 at any time prior to and including March 30, 2003, and 0.65 to 1
         at any time thereafter.

         Section 7.15. Open Position; Certain Permitted Financial Instruments;
NYMEX Transactions.

                  (a)  Open Position. No Restricted Person shall at any time
         have any Open Positions; provided, however, that a Restricted Person
         may have:

                       (i)       Physical inventories of Petroleum Products (A)
                  consisting of tank bottoms and pipeline linefill requirements,
                  in each case classified as a long-term asset, (B) working
                  inventory of up to (i) 1,400,000 barrels prior to the Equilon
                  Acquisition Closing Date and (ii) 1,600,000 barrels on and
                  after the Equilon Acquisition Closing Date in the aggregate at
                  any time, (C) excess inventory of up to 200,000 barrels in the
                  aggregate at any time resulting from crude gathering receipts
                  in excess of scheduled quantities, provided that such
                  Restricted Person shall establish an Offsetting Position with
                  respect to such quantities within five business days following
                  identification of such inventory, but in any event not later
                  than the 20/th/ day following the month in which such excess
                  volumes were received and (D) Hedged Eligible Inventory.

                       (ii)      Floating Price Contracts to purchase or sell
                  Petroleum Products in the Current Trading Month; provided
                  that, such Floating Price Contracts either (A) have an
                  Offsetting Position by the 26th day of the month preceding the
                  month of receipt or delivery, or (B) are scheduled to be
                  stored at a Plains Terminal or in pipelines Currently Approved
                  by Majority Lenders and are hedged in the delivery month with
                  NYMEX contracts; and further provided that such Floating Price
                  Contracts relating to the sale of Petroleum Products for the
                  Current Trading Month do not exceed purchases by more than
                  15,000 barrels per day.

                       (iii)     Floating Price Contracts to purchase or sell
                  Petroleum Products to be received or delivered after the
                  Current Trading Month, but within the twelve months following
                  the Current Trading Month provided that (A) such contracts are
                  at the then market price and (B) at any point in time the sum
                  of (x) net realized losses relating to such contracts within
                  the preceding twelve months (excluding Physically Covered Near
                  Term Floating Price Contract Losses) and (y) mark to market
                  exposure relating to such contracts (excluding aggregate mark
                  to market exposure of up to the Dollar Equivalent of
                  $20,000,000 relating to Near Term Floating Price Contracts)
                  does not, at any time, exceed the Dollar Equivalent of
                  $12,500,000.

         As used herein, "Current Trading Month" means (i) with respect to the
         first twenty-five days of any calendar month, the next following
         calendar month and (ii) with respect to the period from the 26/th/ day
         of a calendar month through the last day of such month, the second
         calendar month next following such month (for example, for the period
         from January 26/th/ through February 25/th/, the Current Trading Month
         is March), "Floating Price

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         Contract" means (i) a purchase or sale contract based upon a daily
         index such as a posted price or NYMEX price from time to time in effect
         during the delivery month and (ii) a NYMEX spread transaction in which
         the length of time between the offsetting purchase and sale obligations
         do not exceed fourteen months, "Physically Covered Near Term Floating
         Price Contract Losses" means net realized losses incurred in the
         Current Trading Month with respect to Near Term Floating Price
         Contracts entered into prior to such Current Trading Month, for which
         the Company expects to have an offsetting physical position in the
         delivery month originally specified in such Near Term Floating Price
         Contract, and "Near Term Floating Price Contract" means (A) Floating
         Price Contracts within the First Trading Month following the Current
         Trading Month, covering volumes up to 60% of projected crude gathering
         receipts for crude under 30-day evergreen floating price contracts for
         the First Trading Month; and (B) Floating Price Contracts within the
         Second Trading Month following the Current Trading Month, covering
         volumes up to 40% of projected crude gathering receipts for crude under
         30-day evergreen floating price contracts for the Second Trading Month.
         Using the same example as that used for Current Trading Month, the
         First Trading Month following the Current Trading Month for the same
         period is April and the Second Trading Month following the Current
         Trading Month for the same period is May.

                  (b)  Certain Permitted Financial Instruments. No Restricted
         Person will write (i.e. sell) or otherwise participate in any swap,
         collar or similar agreement relating to Petroleum Products, or write
         (i.e. sell) any option, in each case without regard to NYMEX contracts,
         unless, with respect thereto, (i) such Restricted Person has an
         Offsetting Position, and (ii) if the nature of the swap, collar or
         similar agreement obligates, by its terms, the counterparty to perform
         obligations thereunder in favor of a Restricted Person, such
         counterparty (or guarantor to the obligations of such counter-party) at
         the time such financial instrument is made (A) has one or more long
         term unsecured and unenhanced debt obligations rated A or A2 or better,
         respectively, by either Rating Agency, or (B) is a Lender, a "Lender"
         as such term is defined in the Marketing Credit Agreement, or an
         Affiliate of a Lender or "Lender", or (C) is listed in the Disclosure
         Schedule.

                  (c)  NYMEX Transactions. No Restricted Person will enter in to
         any NYMEX contracts that are time-spread positions to each other,
         except (i) in the case where the sale obligation is in the future month
         of the purchase obligation, where both (A) the length of time between
         the purchase and sale contracts does not exceed sixty months and (B)
         the volume does not in the aggregate exceed 50% of the Plains
         Terminals' storage capacity and (ii) in the case where the purchase
         obligation is in the future month of the sale obligation, where the
         length of time between the sale and purchase contracts does not exceed
         fourteen months. No Restricted Person will convert a NYMEX position to
         a physical position by way of an "exchange for physicals" or an
         "alternative delivery procedure" unless the credit extended in
         connection with such physical position would comply with the credit
         requirements of the definition of "Approved Eligible Receivables".

         Section 7.16. Unrestricted Subsidiaries. Plains MLP or any Wholly Owned
Subsidiary of Plains MLP may designate one or more direct Subsidiaries that are
not Borrowers or Guarantors

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(each such Subsidiary, and each of its Subsidiaries, each an "Unrestricted
Subsidiary"), which Unrestricted Subsidiaries shall be subject to the following:

         (a)      No Unrestricted Subsidiary shall be deemed to be a "Restricted
                  Person" or a "Subsidiary" of Plains MLP for purposes of this
                  Agreement or any other Loan Document, and no Unrestricted
                  Subsidiary shall be subject to or included within the scope of
                  any provision herein or in any other Loan Document, including
                  without limitation any representation, warranty, covenant or
                  Event of Default herein or in any other Loan Document, except
                  as set forth in this Section 7.16.

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

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

         (d)      No Restricted Person shall make any Investment in any
                  Unrestricted Subsidiary pursuant to clause(g) of the
                  definition of "Permitted Investment" except in connection with
                  the capitalization of an Unrestricted Subsidiary to consummate
                  a proposed acquisition, disclosed to Administrative Agent in
                  writing, of (1) the acquisition of the capital stock or other
                  equity interest in a Person whose business, assets and
                  operations consist of Petroleum Products and/or gas marketing,
                  gathering, transportation, storage, terminaling and pipeline
                  operation; provided, if a Restricted Person acquires less than
                  all of the capital stock or other equity interest acquired,
                  such business, assets and operations shall consist of
                  transportation, storage, terminaling and/or pipeline
                  operations and associated gathering assets, or (2) the
                  acquisition of all or a portion of a line of business or the
                  business, assets or operations of a Person (whether in a
                  single transaction or a series of related transactions)
                  consisting of Petroleum Products and/or gas marketing,
                  gathering, transportation, storage, terminaling and pipeline
                  operation; provided, if a Restricted Person acquires less than
                  all of the ownership interest of the business, assets or
                  operations acquired, such business, assets and operations
                  shall consist of transportation, storage, terminaling and/or
                  pipeline operations and associated gathering assets; provided,
                  further, the aggregate amount of any such Permitted
                  Investments in such Unrestricted Subsidiary in excess of the
                  purchase price and associated acquisition costs relating to
                  such acquisition shall, promptly following the consummation of
                  such acquisition, be distributed back to such investing
                  Restricted Person. In the event such Unrestricted Subsidiary
                  shall fail to timely consummate such specified acquisition or
                  such specified acquisition shall otherwise be abandoned, such
                  Unrestricted Subsidiary shall be deemed to be a

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                  "Subsidiary" of Plains MLP for purposes of this Agreement and
                  shall be subject to the terms and conditions hereof.

         (e)      Restricted Persons shall notify each Lender Party, not later
                  than five (5) Business Days after any executive officer of
                  Restricted Persons has knowledge of, under any Environmental
                  Law, any claim of the Dollar Equivalent of $1,000,000 or more,
                  any notice of potential liability which might be reasonably
                  likely to exceed such amount, or any other material adverse
                  claim thereunder asserted against any Unrestricted Subsidiary
                  or with respect to any Unrestricted Subsidiary's properties,
                  stating that such notice is being given pursuant to this
                  Section 7.16.

         The board of directors of the corporate general partner of the US
         Borrower may designate any Unrestricted Subsidiary to become a
         Restricted Person if a Default or Event of Default is not continuing,
         such designation would not result in a Default or an Event of Default,
         and immediately thereafter such Subsidiary has no outstanding
         Indebtedness. Immediately thereafter, US Borrower shall promptly notify
         the Administrative Agent of such designation and provide to it an
         officer's certificate that such designation was made in compliance with
         this Section 7.16.

         Section 7.17. Certain Permitted Guaranties. Notwithstanding anything
contained in any Loan Document, no Restricted Person shall be prohibited from
guaranteeing (a) any Liability of any Borrower or Guarantor or (b) any Liability
of any Wholly-Owned Subsidiary of Plains MLP that does not constitute
Indebtedness, if the incurrence of such Liability by such primary obligor shall
not otherwise be prohibited hereunder.

                  ARTICLE VIII - Events of Default and Remedies

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

                  (a) Any Restricted Person fails to pay the principal component
         of any Loan or any reimbursement obligation with respect to any Letter
         of Credit when due and payable, whether at a date for the payment of a
         fixed installment or as a contingent or other payment becomes due and
         payable or as a result of acceleration or otherwise;

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

                  (c) Any event defined as a "default" or "event of default" in
         any Loan Document occurs, and the same is not remedied within the
         applicable period of grace (if any) provided in such Loan Document;

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

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

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

                  (g) Any Restricted Person shall default in the payment when
         due of any principal of or interest on any of its other Indebtedness in
         excess of the Dollar Equivalent of $2,500,000 in the aggregate (other
         than Indebtedness the validity of which is being contested in good
         faith by appropriate proceedings and for which adequate reserves with
         respect thereto are maintained on the books of such Restricted Person
         in accordance with GAAP), or any event specified in any note,
         agreement, indenture or other document evidencing or relating to any
         such Indebtedness shall occur if the effect of such event is to cause,
         or (with the giving of any notice or the lapse of time or both) to
         permit the holder or holders of such Indebtedness (or a trustee or
         agent on behalf of such holder or holders) to cause, such Indebtedness
         to become due, or to be prepaid in full (whether by redemption,
         purchase, offer to purchase or otherwise), prior to its stated
         maturity;

                  (h) Either (i) any "accumulated funding deficiency" (as
         defined in Section 412(a) of the Code) in excess of $500,000 exists
         with respect to any ERISA Plan, whether or not waived by the Secretary
         of the Treasury or his delegate, or (ii) any Termination Event occurs
         with respect to any ERISA Plan and the then current value of such ERISA
         Plan's benefit liabilities exceeds the then current value of such ERISA
         Plan's assets available for the payment of such benefit liabilities by
         more than $500,000 (or in the case of a Termination Event involving the
         withdrawal of a substantial employer, the withdrawing employer's
         proportionate share of such excess exceeds such amount);

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                  (i)      GP LLC or General Partner or any Restricted Person:

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

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

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

                           (iv)  has entered against it the appointment of or
                  taking possession by a receiver, liquidator, assignee,
                  custodian, trustee, sequestrator or similar official of any
                  part of the Collateral of a value in excess of the Dollar
                  Equivalent of $2,500,000 in a proceeding brought against or
                  initiated by it, and such appointment or taking possession is
                  neither made ineffective nor discharged within sixty days
                  after the making thereof, or such appointment or taking
                  possession is at any time consented to, requested by, or
                  acquiesced to by it; or

                           (v)   has entered against it a final judgment for the
                  payment of money in excess of the Dollar Equivalent of
                  $2,500,000 (in each case not covered by insurance satisfactory
                  to Administrative Agent in its discretion), unless the same is
                  stayed or discharged within thirty days after the date of
                  entry thereof or an appeal or appropriate proceeding for
                  review thereof is taken within such period and a stay of
                  execution pending such appeal is obtained; or

                           (vi)  suffers a writ or warrant of attachment or any
                  similar process to be issued by any Tribunal against all or
                  any substantial part of its assets or any part of

                                      105

                  the Collateral of a value in excess of the Dollar Equivalent
                  of $2,500,000, and such writ or warrant of attachment or any
                  similar process is not stayed or released within thirty days
                  after the entry or levy thereof or after any stay is vacated
                  or set aside;

                  (j) GP LLC or General Partner shall default in the payment
         when due of any principal of or interest on any of its Indebtedness in
         excess of $1,000,000 in the aggregate, or any event specified in any
         note, agreement, indenture or other document evidencing or relating to
         any such Indebtedness shall occur if the effect of such event is to
         cause, or (with the giving of any notice or the lapse of time or both)
         to permit the holder or holders of such Indebtedness (or a trustee or
         agent on behalf of such holder or holders) to cause, such Indebtedness
         to become due, or to be prepaid in full (whether by redemption,
         purchase, offer to purchase or otherwise), prior to its stated
         maturity; or

                  (k) Any Change in Control occurs.

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

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

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                               ARTICLE IX - Agents

         Section 9.1.  Appointment and Authority.

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

         (b) Each Lender Party hereby irrevocably authorizes Canadian
Administration Agent, and Canadian Administration Agent hereby undertakes, to
receive payments of principal, interest and other amounts due hereunder as
specified herein and to take all other actions and to exercise such powers under
the Loan Documents as are specifically delegated to Canadian Administration
Agent by the terms hereof or thereof, together with all other powers reasonably
incidental thereto. The relationship of Canadian Administration Agent to the
other Lender Parties is only that of one commercial lender acting as
administrative agent for others, and nothing in the Loan Documents shall be
construed to constitute Canadian Administration Agent a trustee or other
fiduciary for any Lender Party or any holder of any participation in a Canadian
Revolver Note nor to impose on Canadian Administration Agent duties and
obligations other than those expressly provided for in the Loan Documents. With
respect to any matters not expressly provided for in the Loan Documents and any
matters which the Loan Documents place within the discretion of Canadian
Administration Agent, Canadian Administration Agent shall not be required to
exercise any discretion or take any action, and it may request instructions from
Lenders with respect to any such matter, in which case it shall be required to
act or to refrain from acting (and shall be fully protected and free from
liability to all Lender Parties in so acting

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or refraining from acting) upon the instructions of Majority Lenders (including
itself), provided, however, that Canadian Administration Agent shall not be
required to take any action which exposes it to a risk of personal liability
that it considers unreasonable or which is contrary to the Loan Documents or to
applicable Law. Upon receipt by Canadian Administration Agent from any Borrower
of any communication calling for action on the part of Lenders or upon notice
from any Borrower or any Lender to Canadian Administration Agent of any Default
or Event of Default, Canadian Administration Agent shall promptly notify each
other Lender thereof.

         Section 9.2. Exculpation, Administrative Agent's Reliance, Etc. Neither
any Agent nor any of its directors, officers, agents, attorneys, or employees
shall be liable for any action taken or omitted to be taken by any of them under
or in connection with the Loan Documents, INCLUDING THEIR NEGLIGENCE OF ANY
KIND, except that each shall be liable for its own gross negligence or willful
misconduct. Without limiting the generality of the foregoing, each Agent (a) may
treat the payee of any Note as the holder thereof until such Agent receives
written notice of the assignment or transfer thereof in accordance with this
Agreement, signed by such payee and in form satisfactory to such Agent; (b) may
consult with legal counsel (including counsel for any Borrower), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts; (c) makes no warranty or
representation to any other Lender Party and shall not be responsible to any
other Lender Party for any statements, warranties or representations made in or
in connection with the Loan Documents; (d) shall not have any duty to ascertain
or to inquire as to the performance or observance of any of the terms, covenants
or conditions of the Loan Documents on the part of any Restricted Person or to
inspect the property (including the books and records) of any Restricted Person;
(e) shall not be responsible to any other Lender Party for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of any
Loan Document or any instrument or document furnished in connection therewith;
(f) may rely upon the representations and warranties of each Restricted Person
or Lender Party in exercising its powers hereunder; and (g) shall incur no
liability under or in respect of the Loan Documents by acting upon any notice,
consent, certificate or other instrument or writing (including any facsimile,
telegram, cable or telex) believed by it to be genuine and signed or sent by the
proper Person or Persons.

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

         Section 9.4. Indemnification. Each Lender agrees to indemnify each
Agent (to the extent not reimbursed by US Borrower, Term Borrower, or Canadian
Revolver Borrower within ten (10) days after demand) from and against such
Lender's Aggregate Percentage Share of any and all liabilities, obligations,
claims, losses, damages, penalties, fines, actions, judgments, suits,
settlements,

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costs, expenses or disbursements (including reasonable fees of attorneys,
accountants, experts and advisors) of any kind or nature whatsoever (in this
section collectively called "liabilities and costs") which to any extent (in
whole or in part) may be imposed on, incurred by, or asserted against such Agent
growing out of, resulting from or in any other way associated with any of the
Collateral, the Loan Documents and the transactions and events (including the
enforcement thereof) at any time associated therewith or contemplated therein
(whether arising in contract or in tort or otherwise and including any violation
or noncompliance with any Environmental Laws by any Person or any liabilities or
duties of any Person with respect to Hazardous Materials found in or released
into the environment).

The foregoing indemnification shall apply whether or not such liabilities and
costs are in any way or to any extent owed, in whole or in part, under any claim
or theory of strict liability or caused, in whole or in part, by any negligent
act or omission of any kind by any Agent, provided only that no lender shall be
obligated under this section to indemnify any Agent for that portion, if any, of
any liabilities and costs which is proximately caused by such Agent's own
individual gross negligence or willful misconduct, as determined in a final
judgment. Cumulative of the foregoing, each Lender agrees to reimburse each
Agent promptly upon demand for such Lender's Aggregate Percentage Share of any
costs and expenses to be paid to such Agent by US Borrower, Term Borrower, and
Canadian Revolver Borrower under Section 10.4(a) to the extent that such Agent
is not timely reimbursed for such expenses by such Persons as provided in such
section. As used in this section the term " Agent" shall refer not only to the
Persons designated as such in Section 1.1 but also to each director, officer,
agent, attorney, employee, representative and Affiliate of such Person.

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

         Section 9.6. Sharing of Set-Offs and Other Payments. Each Lender Party
agrees that if it shall, whether through the exercise of rights under Security
Documents or rights of banker's lien, set off, or counterclaim against US
Borrower, Term Borrower, or Canadian Revolver Borrower or otherwise, obtain
payment of a portion of the aggregate Obligations owed to it which, taking into
account all distributions made by either Agent under Section 3.1, causes such
Lender Party to have received more than it would have received had such payment
been received by either Agent and distributed pursuant to Section 3.1, then (a)
it shall be deemed to have simultaneously purchased and shall be obligated to
purchase interests in the Obligations as necessary to cause all Lender Parties
to share all payments as provided for in Section 3.1, and (b) such other
adjustments shall be made from time to time as shall be equitable to ensure that
such Agent and all Lender Parties share all payments of Obligations as provided
in Section 3.1; provided, however, that nothing herein contained shall in any
way affect the right of any Lender Party to obtain payment (whether by exercise
of rights of banker's lien, set-off or counterclaim or

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otherwise) of indebtedness other than the Obligations. Each of US Borrower, Term
Borrower, and Canadian Revolver Borrower expressly consents to the foregoing
arrangements and agrees that any holder of any such interest or other
participation in the Obligations, whether or not acquired pursuant to the
foregoing arrangements, may to the fullest extent permitted by Law and, subject
to the provisions of Section 6.16, exercise any and all rights of banker's lien,
set-off, or counterclaim as fully as if such holder were a holder of the
Obligations in the amount of such interest or other participation. If all or any
part of any funds transferred pursuant to this section is thereafter recovered
from the seller under this section which received the same, the purchase
provided for in this section shall be deemed to have been rescinded to the
extent of such recovery, together with interest, if any, if interest is required
pursuant to the order of a Tribunal to be paid on account of the possession of
such funds prior to such recovery.

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

         Section 9.8. Benefit of Article IX. The provisions of this Article are
intended solely for the benefit of Lender Parties, and no Restricted Person
shall be entitled to rely on any such provision or assert any such provision in
a claim or defense against any Lender (other than in relation to the reference
to Section 6.16 contained in Section 9.6 or the right to reasonably approve a
successor Agent under Section 9.9). Lender Parties may waive or amend such
provisions as they desire without any notice to or consent of US Borrower, Term
Borrower, or Canadian Revolver Borrower or any other Restricted Person.

         Section 9.9. Resignation.

         (a) Administrative Agent may resign at any time by giving written
notice thereof to Lenders and US Borrower. Each such notice shall set forth the
date of such resignation. Upon any such resignation Majority Lenders shall have
the right to appoint a successor Administrative Agent, subject to the approval
of US Borrower, unless a Default has occurred and is continuing, which approval
will not be unreasonably withheld. A successor must be appointed for any
retiring Administrative Agent, and such Administrative Agent's resignation shall
become effective when such successor accepts such appointment. If, within thirty
days after the date of the retiring Administrative Agent's resignation, no
successor Administrative Agent has been appointed and has accepted such
appointment, then the retiring Administrative Agent may

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appoint a successor Administrative Agent, which shall be a commercial bank
organized or licensed to conduct a banking or trust business under the Laws of
the United States of America or of any state thereof. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement and the other Loan Documents. After any
retiring Administrative Agent's resignation hereunder the provisions of this
Article IX shall continue to inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under the Loan
Documents.

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

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

                            ARTICLE X - Miscellaneous

         Section 10.1. Waivers and Amendments; Acknowledgments.

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                  (a) Waivers and Amendments. No failure or delay (whether by
         course of conduct or otherwise) by any Lender in exercising any right,
         power or remedy which such Lender Party may have under any of the Loan
         Documents shall operate as a waiver thereof or of any other right,
         power or remedy, nor shall any single or partial exercise by any Lender
         Party of any such right, power or remedy preclude any other or further
         exercise thereof or of any other right, power or remedy. No waiver of
         any provision of any Loan Document and no consent to any departure
         therefrom shall ever be effective unless it is in writing and signed as
         provided below in this section, and then such waiver or consent shall
         be effective only in the specific instances and for the purposes for
         which given and to the extent specified in such writing. No notice to
         or demand on any Restricted Person shall in any case of itself entitle
         any Restricted Person to any other or further notice or demand in
         similar or other circumstances. This Agreement and the other Loan
         Documents set forth the entire understanding between the parties hereto
         with respect to the transactions contemplated herein and therein and
         supersede all prior discussions and understandings with respect to the
         subject matter hereof and thereof, and no waiver, consent, release,
         modification or amendment of or supplement to this Agreement or the
         other Loan Documents shall be valid or effective against any party
         hereto unless the same is in writing and signed by (i) if such party is
         a Borrower, by such Borrower, (ii) if such party is Administrative
         Agent, Canadian Administration Agent, US LC Issuer or Canadian LC
         Issuer, by such party, and (iii) if such party is a Lender, by such
         Lender or by Administrative Agent on behalf of Lenders with the written
         consent of Majority Lenders (which consent has already been given as to
         the termination of the Loan Documents as provided in Section 10.11).
         Notwithstanding the foregoing or anything to the contrary herein,
         Administrative Agent shall not, without the prior consent of each
         individual Lender, execute and deliver on behalf of such Lender any
         waiver or amendment which would: (1) waive any of the conditions
         specified in Article IV (provided that Administrative Agent may in its
         discretion withdraw any request it has made under Section 4.2(f)), (2)
         increase the maximum amount which such Lender is committed hereunder to
         lend, (3) reduce any fees payable to such Lender hereunder, or the
         principal of, or interest on, such Lender's Note, (4) change any date
         fixed for any payment of any such fees, principal or interest, (5)
         amend the definition herein of "Majority Lenders" or otherwise change
         the Aggregate Percentage Shares which are required for Administrative
         Agent, Canadian Administration Agent, Lenders or any of them to take
         any particular action under the Loan Documents, (6) release any
         Borrower from its obligation to pay such Lender's Note or any Guarantor
         from its guaranty of such payment, or (7) release any Collateral,
         except such releases relating to sales of property as permitted under
         Section 7.5.

                  (b) Acknowledgments and Admissions. Each Borrower hereby
         represents, warrants, acknowledges and admits that (i) it has been
         advised by counsel in the negotiation, execution and delivery of the
         Loan Documents to which it is a party, (ii) it has made an independent
         decision to enter into this Agreement and the other Loan Documents to
         which it is a party, without reliance on any representation, warranty,
         covenant or undertaking by Administrative Agent or any other Lender
         Party, whether written, oral or implicit, other than as expressly set
         out in this Agreement or in another Loan Document delivered on or after
         the date hereof, (iii) there are no representations,

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         warranties, covenants, undertakings or agreements by any Lender Party
         as to the Loan Documents except as expressly set out in this Agreement
         or in another Loan Document delivered on or after the date hereof, (iv)
         no Lender Party has any fiduciary obligation toward such Borrower with
         respect to any Loan Document or the transactions contemplated thereby,
         (v) the relationship pursuant to the Loan Documents between such
         Borrower and the other Restricted Persons, on one hand, and each Lender
         Party, on the other hand, is and shall be solely that of debtor and
         creditor, respectively, (vi) no partnership or joint venture exists
         with respect to the Loan Documents between any Restricted Person and
         any Lender Party, (vii) Administrative Agent is not such Borrower's
         Administrative Agent, but Administrative Agent for Lenders, (viii)
         should an Event of Default or Default occur or exist, each Lender Party
         will determine in its sole discretion and for its own reasons what
         remedies and actions it will or will not exercise or take at that time,
         (ix) without limiting any of the foregoing, such Borrower is not
         relying upon any representation or covenant by any Lender Party, or any
         representative thereof, and no such representation or covenant has been
         made, that any Lender Party will, at the time of an Event of Default or
         Default, or at any other time, waive, negotiate, discuss, or take or
         refrain from taking any action permitted under the Loan Documents with
         respect to any such Event of Default or Default or any other provision
         of the Loan Documents, and (x) all Lender Parties have relied upon the
         truthfulness of the acknowledgments in this section in deciding to
         execute and deliver this Agreement and to become obligated hereunder.

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

                  (d) Joint Acknowledgment. This written Agreement and the other
         Loan Documents represent the final agreement between the parties and
         may not be contradicted by evidence of prior, contemporaneous, or
         subsequent oral agreements of the parties.

         There are no unwritten oral agreements between the parties.

                  (e) Annual Rates of Interest. For the purposes of the Interest
         Act (Canada), whenever interest payable pursuant to this Agreement is
         calculated on the basis of a period other than a calendar year (in this
         Section 10.1(e), the "Interest Period"), each rate of interest
         determined pursuant to such calculation expressed as an annual rate is
         equivalent to such rate as so determined multiplied by the actual
         number of days in the calendar year in which the same is to be
         ascertained and divided by the number of days in the Interest Period.

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         Section 10.2. Survival of Agreements; Cumulative Nature. All of
Restricted Persons' various representations, warranties, covenants and
agreements in the Loan Documents shall survive the execution and delivery of
this Agreement and the other Loan Documents and the performance hereof and
thereof, including the making or granting of the Loans and the delivery of the
Notes and the other Loan Documents, and shall further survive until all of the
Obligations are paid in full to each Lender Party and all of Lender Parties'
obligations to Borrowers are terminated. All statements and agreements contained
in any certificate or other instrument delivered by any Restricted Person to any
Lender Party under any Loan Document shall be deemed representations and
warranties by Borrowers or agreements and covenants of Borrowers under this
Agreement. The representations, warranties, indemnities, and covenants made by
Restricted Persons in the Loan Documents, and the rights, powers, and privileges
granted to Lender Parties in the Loan Documents, are cumulative, and, except for
expressly specified waivers and consents, no Loan Document shall be construed in
the context of another to diminish, nullify, or otherwise reduce the benefit to
any Lender Party of any such representation, warranty, indemnity, covenant,
right, power or privilege. In particular and without limitation, no exception
set out in this Agreement to any representation, warranty, indemnity, or
covenant herein contained shall apply to any similar representation, warranty,
indemnity, or covenant contained in any other Loan Document, and each such
similar representation, warranty, indemnity, or covenant shall be subject only
to those exceptions which are expressly made applicable to it by the terms of
the various Loan Documents.

         Section 10.3. Notices. All notices, requests, consents, demands and
other communications required or permitted under any Loan Document shall be in
writing, unless otherwise specifically provided in such Loan Document (provided
that Administrative Agent may give telephonic notices to the other Lender
Parties), and shall be deemed sufficiently given or furnished if delivered by
personal delivery, by facsimile or other electronic transmission, by delivery
service with proof of delivery, or by registered or certified United States
mail, postage prepaid, to Borrowers and Restricted Persons at the address of
Borrowers specified on the signature pages hereto and to each Lender Party at
its address specified on the signature pages hereto (unless changed by similar
notice in writing given by the particular Person whose address is to be
changed). Any such notice or communication shall be deemed to have been given
(a) in the case of personal delivery or delivery service, as of the date of
first attempted delivery during normal business hours at the address provided
herein, (b) in the case of facsimile or other electronic transmission, upon
receipt, or (c) in the case of registered or certified United States mail, three
days after deposit in the mail; provided, however, that no Borrowing Notice or
Continuation/Conversion Notice shall become effective until actually received by
Administrative Agent.

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         Section 10.4. Payment of Expenses; Indemnity.

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

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

The foregoing indemnification shall apply whether or not such liabilities and
costs are in any way or to any extent owed, in whole or in part, under any claim
or theory of strict liability or caused, in whole or in part, by any negligent
act

                                      115

or omission of any kind by any Lender Party, provided only that no Lender Party
shall be entitled under this section to receive indemnification for that
portion, if any, of any liabilities and costs which is proximately caused by its
own individual gross negligence or willful misconduct, as determined in a final
judgment. If any Person (including any Borrower or any of its Affiliates) ever
alleges such gross negligence or willful misconduct by any Lender Party, the
indemnification provided for in this section shall nonetheless be paid upon
demand, subject to later adjustment or reimbursement, until such time as a court
of competent jurisdiction enters a final judgment as to the extent and effect of
the alleged gross negligence or willful misconduct. As used in this section the
term "Lender Party" shall refer not only to each Person designated as such in
Section 1.1 but also to each director, officer, trustee, agent, attorney,
employee, representative and Affiliate of such Persons.

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

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

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

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however, that no liability shall arise if any such Lender fails to give such
notice to such Borrower.

     (c)  Except for sales of participations under the immediately preceding
subsection, no Lender shall make any assignment or transfer of any kind of its
commitments or any of its rights under its Loans or under the Loan Documents,
except for assignments to an Eligible Transferee or, subject to the provisions
of Subsection (g) below, to an affiliate, and then only if such assignment is
made in accordance with the following requirements:

          (i)  In the case of an assignment by a US Lender or Canadian Revolver
     Lender of less than all of its Loans, LC Obligations, and Commitments, each
     such assignment shall apply to a consistent percentage of all Loans and LC
     Obligations owing to the assignor Lender hereunder and to the same
     percentage of the unused portion of the assignor Lender's Commitments, so
     that after such assignment is made both the assignee Lender and the
     assignor Lender shall have a fixed (and not a varying) Percentage Share in
     its Loans and LC Obligations and be committed to make that Percentage Share
     of all future Loans and make that Percentage Share of all future
     participations in LC Obligations, and the Percentage Share of such US
     Commitment or Canadian Revolver Commitment of each of the assignor and
     assignee shall equal or exceed $5,000,000. In the case of an assignment by
     a Term Lender or Term-B Lender of less than all of its respective Term Loan
     or Term-B Loan, after such assignment is made, the Term Loan Percentage
     Share of each of the assignee Term Lender and the assignor Term Lender
     shall equal or exceed 1% or the Term-B Loan Percentage Share of each of the
     assignee Term-B Lender and the assignee Term-B Lender shall equal or exceed
     0.5% (provided that such minimum Term Loan Percentage Share or Term-B Loan
     Percentage Share shall not be required in connection with any assignment by
     any Lender to any fund that invests in loans and is managed by such Lender,
     any affiliate of such Lender, the same fund manager, or any affiliate of
     the same fund manager).

          (ii) The parties to each such assignment shall execute and deliver to
     Administrative Agent (and, as to assignments of Canadian Obligations,
     Canadian Administration Agent), for its acceptance and recording in the
     "Register" (as defined below in this section), an Assignment and Acceptance
     in the form of Exhibit H, appropriately completed, together with the Note
     subject to such assignment and a processing fee payable by such assignor
     Lender (and not at Borrower's expense) to Administrative Agent of $3,500;
     provided, no such processing fee shall be payable in connection with any
     assignment of any Term Loan or Term-B Loan (or portion thereof) by a Lender
     to any fund that invests in loans and is managed by such Lender, any
     affiliate of such Lender, the same fund manager, or any affiliate of the
     same fund manager. Upon such execution, delivery, and payment and upon the
     satisfaction of the conditions set out in such Assignment and Acceptance,
     then (i) the relevant Borrower shall issue new Notes to such assignor and
     assignee upon return of the old Notes to the relevant Borrower, and (ii) as
     of the "Settlement Date" specified in such Assignment and Acceptance the
     assignee thereunder shall be a party hereto and a Lender hereunder and
     Administrative Agent shall thereupon deliver to the relevant Borrower and
     each Lender a revised Schedule 1 hereto showing the revised Percentage
     Shares and total Percentage Shares of such assignor

                                      117

     Lender and such assignee Lender and the revised Percentage Shares and total
     Percentage Shares of all other Lenders.

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

          (iv)  Each assignee Canadian Revolver Lender shall be a financial
     institution that is (i) not a non-resident of Canada for the purposes of
     the Income Tax Act (Canada); or (ii) an "authorized foreign bank" as
     defined in section 2 of the Bank Act (Canada) and in subsection 248(1) of
     the Income Tax Act (Canada), that is not subject to the restrictions and
     requirements referred to in subsection 524(2) of the Bank Act (Canada) and
     which will receive all amounts paid or credited to it under its Canadian
     Revolver Loans and Canadian Revolver Note in respect of its "Canadian
     banking business" for the purposes of paragraph 212(13.3)(a) of the Income
     Tax Act (Canada).

     (d)  Any Lender may at any time pledge all or any portion of its Loan and
Note (and related rights under the Loan Documents including any portion of its
Note) to any of the twelve (12) Federal Reserve Banks organized under Section 4
of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or enforcement
thereof shall release any such Lender from its obligations under any of the Loan
Documents; provided that all related costs, fees and expenses in connection with
any such pledge shall be for the sole account of such Lender. In addition, any
Term Lender or Term-B Lender may at any time, without consent of US Borrower,
Term Borrower or Administrative Agent, pledge all or any portion of its Term
Loan or Term-B Loan, as the case may be, to any trustee or holder (or other
representative of such holder) (for purpose of this Section 10.5(d), each such
trustee, holder or representative is referred to as a "pledgee") of obligations
owed, or debt securities issued by, such Term Lender or Term-B Lender, as
security for such obligations or debt securities; provided that (i) the
agreement between such Lender and such pledgee at all times provides that such
pledge does not give such pledgee any right to vote as a Lender or any other
direct claims or rights against any Person other than such pledging Term Lender
or Term-B Lender, as applicable, and imposes no obligations on the part of any
of US Borrower, Term Borrower or Administrative Agent, (ii) no such pledge (or
enforcement thereof) shall release any such pledging Term Lender or Term-B
Lender from its obligations under any of the Loan Documents or permit or
authorize any Person to become a Lender unless it has complied with Section
10.5(c), and (iii) all related costs, fees and expenses in connection with any
such pledge shall be for the sole account of such pledging Term Lender or Term-B
Lender.

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

     (f)  Administrative Agent (and with respect to Canadian Obligations,
Canadian Administration Agent) shall maintain a copy of each Assignment and
Acceptance and a register

                                      118

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

     (g)  Any Lender may assign or transfer its commitment or its rights under
its Loans or under the Loan Documents to (i) any Affiliate that is wholly-owned
direct or indirect subsidiary of such Lender or of any Person that wholly owns,
directly or indirectly, such Lender, or (ii) if such Lender is a fund that makes
or invests in bank loans, any other fund that makes or invests in bank loans and
is advised or managed by (A) the same investment advisor as any Lender or (B)
any Affiliate of such investment advisor that is a wholly-owned direct or
indirect subsidiary of any Person that wholly owns, directly or indirectly, such
investment advisor, subject to the following additional conditions (x), (y) and
(z), with respect to assignments pursuant to clause (i) above, and subject to
the following additional conditions (y) and (z) with respect to assignments
pursuant to clause (ii) above:

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

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

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

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

     Section 10.6. Confidentiality. Each Lender Party agrees (on behalf of
itself and each of its Affiliates, and each of its and their directors,
officers, agents, attorneys, employees, and representatives) that it (and each
of them) will take all reasonable steps to keep confidential any non-public
information supplied to it by or at the direction of any Restricted Person so
identified

                                      119

when delivered, provided, however, that this restriction shall not apply to (a)
information which has at the time in question entered the public domain, (b)
information which is required to be disclosed by Law (whether valid or invalid)
of any Tribunal, (c) any disclosure to any Lender Party's Affiliates, auditors,
attorneys, or agents, (d) any disclosure to any other Lender Party or to any
purchaser or prospective purchaser of participations or other interests in any
Loan or Loan Document (provided each such Person first agrees to hold such
information in confidence on the terms provided in this section), or (e) any
disclosure in the course of enforcing its rights and remedies during the
existence of an Event of Default.

     Section 10.7. Governing Law; Submission to Process. Except to the extent
that the Law of another jurisdiction is expressly elected in a Loan Document,
the Loan Documents shall be deemed contracts and instruments made under the Laws
of the State of New York and shall be construed and enforced in accordance with
and governed by the Laws of the State of New York and the Laws of the United
States of America, without regard to principles of conflicts of law. Each
Borrower hereby agrees that any legal action or proceeding against such Borrower
with respect to this Agreement, the Notes or any of the Loan Documents may be
brought in the courts of the State of New York or of the United States of
America for the Southern District of New York as Lender Parties may elect, and,
by execution and delivery hereof, each Borrower accepts and consents for itself
and in respect to its property, generally and unconditionally, the non-exclusive
jurisdiction of the aforesaid courts. Each Borrower agrees that Sections 5-1401
and 5-1402 of the General Obligations Law of the State of New York shall apply
to the Loan Documents and waives any right to stay or to dismiss any action or
proceeding brought before said courts on the basis of forum non conveniens. In
furtherance of the foregoing, each Borrower hereby irrevocably designates and
appoints Corporation Service Company, 80 State Street, Albany, New York 12207,
as agent of such Borrower to receive service of all process brought against such
Borrower with respect to any such proceeding in any such court in New York, such
service being hereby acknowledged by such Borrower to be effective and binding
service in every respect. Copies of any such process so served shall also, if
permitted by Law, be sent by registered mail to the relevant Borrower at its
address set forth below, but the failure of such Borrower to receive such copies
shall not affect in any way the service of such process as aforesaid. Each
Borrower shall furnish to Lender Parties a consent of Corporation Service
Company agreeing to act hereunder prior to the effective date of this agreement.
Nothing herein shall affect the right of Lender Parties to serve process in any
other manner permitted by Law or shall limit the right of Lender Parties to
bring proceedings against any Borrower in the courts of any other jurisdiction.
If for any reason Corporation Service Company shall resign or otherwise cease to
act as any Borrower's agent, each Borrower hereby irrevocably agrees to (a)
immediately designate and appoint a new agent acceptable to Administrative Agent
to serve in such capacity and, in such event, such new agent shall be deemed to
be substituted for Corporation Service Company for all purposes hereof and (b)
promptly deliver to Agent the written consent (in form and substance

                                      120

Satisfactory to Administrative Agent) of such new agent agreeing to serve in
such capacity.

     Section 10.8.  Waiver of Judgment Interest Act (Alberta). To the extent
permitted by Law, the provisions of the Judgment Interest Act (Alberta) shall
not apply to the Canadian Revolver Notes, the Term Notes, and the other Loan
Documents and are hereby expressly waived by Canadian Revolver Borrower and Term
Borrower.

     Section 10.9.  Deemed Reinvestment Not Applicable. For the purposes of the
Interest Act (Canada), the principle of deemed reinvestment of interest shall
not apply to any interest calculation under the Loan Documents, and the rates of
interest stipulated in this Agreement are intended to be nominal rates and not
effective rates or yields.

     Section 10.10. Limitation on Interest. Lender Parties, Restricted Persons
and any other parties to the Loan Documents intend to contract in strict
compliance with applicable usury Law from time to time in effect. In furtherance
thereof such Persons stipulate and agree that none of the terms and provisions
contained in the Loan Documents shall ever be construed to create a contract to
pay, for the use, forbearance or detention of money, interest in excess of the
maximum amount of interest permitted to be contracted for, charged, or received
by applicable Law from time to time in effect. Neither any Restricted Person nor
any present or future guarantors, endorsers, or other Persons hereafter becoming
liable for payment of any Obligation shall ever be liable for unearned interest
thereon or shall ever be required to pay interest thereon in excess of the
maximum amount that may be lawfully contracted for, charged, or received under
applicable Law from time to time in effect, and the provisions of this section
shall control over all other provisions of the Loan Documents which may be in
conflict or apparent conflict herewith. Lender Parties expressly disavow any
intention to contract for, charge, or receive excessive unearned interest or
finance charges in the event the maturity of any Obligation is accelerated. If
(a) the maturity of any Obligation is accelerated for any reason, (b) any
Obligation is prepaid and as a result any amounts held to constitute interest
are determined to be in excess of the legal maximum, or (c) any Lender or any
other holder of any or all of the Obligations shall otherwise collect moneys
which are determined to constitute interest which would otherwise increase the
interest on any or all of the Obligations to an amount in excess of that
permitted to be contracted for, charged or received by applicable Law then in
effect, then all sums determined to constitute interest in excess of such legal
limit shall, without penalty, be promptly applied to reduce the then outstanding
principal of the related Obligations or, at such Lender's or holder's option,
promptly returned to Borrower or other payor thereof upon such determination. In
determining whether or not the interest paid or payable, under any specific
circumstance, exceeds the maximum amount permitted under applicable Law, Lender
Parties and Restricted Persons (and any other payors thereof) shall to the
greatest extent permitted under applicable Law, (i) characterize any
non-principal payment as an expense, fee or premium rather than as interest,
(ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize,
prorate, allocate, and spread the total amount of interest throughout the entire
contemplated term of the instruments evidencing the Obligations in accordance
with the amounts outstanding from time to time thereunder and the maximum legal
rate of interest from time to time in effect under applicable Law in order to
lawfully charge the maximum amount of interest permitted under applicable Law.
In the event applicable Law provides for an interest ceiling under Chapter 303

                                      121

of the Texas Finance Code (the "Texas Finance Code") as amended, to the extent
that the Texas Finance Code is mandatorily applicable to any Lender, for that
day, the ceiling shall be the "weekly ceiling" as defined in the Texas Finance
Code, provided that if any applicable Law permits greater interest, the Law
permitting the greatest interest shall apply. In no event shall Chapter 346 of
the Texas Finance Code apply to this Agreement or any other Loan Document, or
any transactions or loan arrangement provided or contemplated hereby or thereby.
In no event shall the aggregate "interest" (as defined in section 347 of the
Criminal Code (Canada)) payable under the Loan Documents exceed the maximum
effective annual rate of interest on the "credit advanced" (as defined in that
section) permitted under that section and, if any payment, collection or demand
pursuant to this Agreement in respect of "interest" (as defined in that section)
is determined to be contrary to the provisions of that section, such payment,
collection or demand shall be deemed to have been made by mutual mistake of
Canadian Revolver Borrower, Term Borrower, Canadian Administration Agent,
Canadian Revolver Lenders, and Term Lenders and the amount of such excess
payment or collection shall be refunded to the relevant Borrower. For purposes
of the Canadian Revolver Notes and the Term Notes, the effective annual rate of
interest shall be determined in accordance with generally accepted actuarial
practices and principles over the term applicable thereto on the basis of annual
compounding of the lawfully permitted rate of interest and, in the event of
dispute, a certificate of a Fellow of the Canadian Institute of Actuaries
appointed by Canadian Administration Agent shall be prima facie evidence, for
the purposes of such determination.

     Section 10.11. Termination; Limited Survival. In its sole and absolute
discretion Borrower may at any time that no Obligations are owing or outstanding
elect in a written notice delivered to Administrative Agent to terminate this
Agreement. Upon receipt by Administrative Agent of such a notice, if no
Obligations are then owing or outstanding this Agreement and all other Loan
Documents shall thereupon be terminated and the parties thereto released from
all prospective obligations thereunder. Notwithstanding the foregoing or
anything herein to the contrary, any waivers or admissions made by any
Restricted Person in any Loan Document, any Obligations under Sections 3.2
through 3.6, and any obligations which any Person may have to indemnify or
compensate any Lender Party shall survive any termination of this Agreement or
any other Loan Document. At the request and expense of Borrower, Administrative
Agent shall prepare and execute all necessary instruments to reflect and effect
such termination of the Loan Documents. Administrative Agent is hereby
authorized to execute all such instruments on behalf of all Lenders, without the
joinder of or further action by any Lender.

     Section 10.12. Severability. If any term or provision of any Loan Document
shall be determined to be illegal or unenforceable all other terms and
provisions of the Loan Documents shall nevertheless remain effective and shall
be enforced to the fullest extent permitted by applicable Law.

     Section 10.13. Counterparts. This Agreement may be separately executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to constitute one
and the same Agreement.

     Section 10.14. Waiver of Jury Trial, Punitive Damages, etc. Restricted
Persons and Lender Parties mutually hereby knowingly, voluntarily, and
intentionally

                                      122

Waive the right to a trial by jury in respect of any claim based hereon, arising
out of, under or in connection with, this Agreement or any other Loan Documents
contemplated to be executed in connection herewith or any course of conduct,
course of dealings, statements (whether verbal or written) or actions of any
party. This waiver constitutes a material inducement for Lenders to enter into
this agreement and the other Loan Documents and make the Loans. Each Borrower
and each Lender Party hereby further (a) irrevocably waives, to the maximum
extent not prohibited by Law, any right it may have to claim or recover in any
such litigation any "Special Damages," as defined below, (b) certifies that no
party hereto nor any representative or agent or counsel for any party hereto has
represented, expressly or otherwise, or implied that such party would not, in
the event of litigation, seek to enforce the foregoing waivers, and (c)
acknowledges that it has been induced to enter into this Agreement, the other
Loan Documents and the transactions contemplated hereby and thereby by, among
other things, the mutual waivers and certifications contained in this section.
As used in this section, "Special Damages" includes all special, consequential,
exemplary, or punitive damages (regardless of how named), but does not include
any payments or funds which any party hereto has expressly promised to pay or
deliver to any other party hereto.

     Section 10.15. Amendment and Restatement. Upon satisfaction with each of
the conditions set forth in Section 4.3 (except any condition the performance of
which has been waived as a condition to the initial Loan or initial issuance of
a Letter of Credit pursuant to this Agreement), this Agreement shall be deemed
to amend and restate in their entirety the Existing Agreement, at which time
(the "Effective Time") each Lender and each Restricted Person hereby agrees that
(i) the Aggregate Percentage Share of each Lender and the Percentage Share of
each Lender with respect to US Loans, Canadian Revolver Loans, Term Loans and
Term-B Loans shall be as set forth in the definition to this Agreement, (ii) the
loans outstanding under the Existing Agreement and all accrued and unpaid
interest thereon (but not any letters of credit issued and outstanding under the
Existing Agreement and reimbursement obligations with respect thereto, which are
to be deemed to be outstanding under and governed by the Marketing Credit
Agreement as provided therein), and all accrued and unpaid fees and expenses
under the Existing Agreement (the "Outstanding Obligations") shall be deemed to
be outstanding under and governed by this Agreement, and (iii) any "Lender"
under the Existing Agreement that is not a signatory hereto as a Lender under
this Agreement, shall continue to be a Lender, subject to the rights, remedies
and obligations of a "Lender" in this Agreement, and in no event shall be deemed
to have waived or released any of its rights or remedies, nor released from its
obligations under the Existing Agreement, all of which such rights, remedies and
obligations shall continue pursuant to, and as may be amended or restated
pursuant to, the terms hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

                                       123

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

U.S. BORROWER:                           PLAINS MARKETING, L.P.

                                         By:  PLAINS MARKETING GP INC.,
                                              its general partner

                                         By:    /s/ Al Swanson
                                              ----------------------------------
                                              Al Swanson, Treasurer

TERM BORROWER:                           PMC (NOVA SCOTIA) COMPANY

                                         By:    /s/ Al Swanson
                                              ----------------------------------
                                              Name:  Al Swanson
                                              Title: Treasurer

CANADIAN REVOLVER
BORROWER:                                PLAINS MARKETING CANADA, L.P.

                                         By:  PMC (Nova Scotia) Company,
                                              its general partner

                                         By:    /s/ Al Swanson
                                              ----------------------------------
                                              Name:  Al Swanson
                                              Title: Treasurer

GUARANTORS:                              ALL AMERICAN PIPELINE, L.P.

                                         By:  PLAINS MARKETING GP INC.,
                                              its general partner

                                         By:    /s/ Al Swanson
                                              ----------------------------------
                                              Al Swanson, Treasurer

                                         PLAINS ALL AMERICAN PIPELINE, L.P.

                                         By:  PLAINS AAP, L.P.,
                                              its general partner

                                         By:  PLAINS ALL AMERICAN GP LLC,
                                              its general partner

                                         By:    /s/ Al Swanson
                                              ----------------------------------
                                              Al Swanson, Treasurer

Address for U.S. Borrower, Term          333 Clay Street, Suite 1600
Borrower, Canadian Revolver Borrower     Houston, Texas 77002
and Guarantors:                          Attention: Al Swanson
                                         Telephone: (713) 646-4455
                                         Fax: (713) 646-4564

                                       124

                                   FLEET NATIONAL BANK,
                                   Administrative Agent, LC Issuer and a Lender

                                   By:  /s/ Terrence Ronan
                                       -----------------------------------------
                                       Terrence Ronan, Managing Director

                                   Address:

                                   100 Federal Street
                                   Boston, Massachusetts 02110
                                   Attention: Terrence Ronan
                                   Mail Code: MADE 10008D

                                   Telephone: (617) 434-5472
                                   Fax: (617) 434-3652

                                   FLEET SECURITIES, INC.,
                                   Lead Arranger and Book Manager

                                   By:  /s/ Richard Makin
                                       -----------------------------------------
                                       Richard Makin, Managing Director

                                      S-125

                             WACHOVIA BANK NATIONAL
                             ASSOCIATION, Syndication Agent and a Lender

                             By:    /s/  Robert R. Wetteroff
                                  ---------------------------------------------
                                  Robert R. Wetteroff, Sr. Vice Pres.

                             Address:

                             101 Fannin, Suite 2255
                             Houston, Texas 77002
                             Attention: David Humphreys
                             Telephone: (713) 650-9843
                             Fax: (713) 650-6354

                                     S-126

                            BANK OF AMERICA, N.A.,
                            Documentation Agent and a Lender

                            By:    /s/  Ronald E. McKaig
                                 -----------------------------------------------
                                 Name:  Ronald E. McKaig
                                 Title: Managing Director

                            Address:

                            Energy Finance Group
                            333 Clay Street, Suite 4550
                            Houston, Texas 77002
                            Attention: Ron McKaig

                            Telephone: (713) 651-4881
                            Fax: (713) 651-4801

                            BANK OF AMERICA, N.A., CANADA BRANCH
                            a Lender

                            By:    /s/ Nelson Lam
                                 -----------------------------------------------
                                 Name:  Nelson Lam
                                 Title: Vice President

                            Address:

                            200 Front Street West,, Suite 2700
                            Toronto, Ontario. M5V 3L2.
                            Attention: Medina Sales de Andrade

                            Telephone: (416) 349-5433
                            Telecopy: (416) 349-4283

                                     S-127

                            BANK ONE, NA (MAIN OFFICE CHICAGO),
                            Senior Managing Agent and a Lender

                            By:   /s/ Jeanie C. Gonzalez
                                ------------------------------------------------
                                Name:  Jeanie C. Gonzalez
                                Title: Director

                            Address:
                            910 Travis
                            Houston, Texas 77002
                            Attention: Charles Kingswell-Smith

                            Telephone: (713) 751-7803
                            Telecopy: (713) 751-3544

                                     S-128

                        FORTIS CAPITAL CORP.
                        Senior Managing Agent and a Lender

                        By:    /s/ Darrell W. Holley
                             ---------------------------------------------------
                             Name:  Darrell W. Holley
                             Title: Managing Director

                        By:    /s/ Deirdre Sanborn
                             ---------------------------------------------------
                             Name:  Deirdre Sanborn
                             Title: Vice President

                        Address:

                        100 Crescent Court, Suite 1777
                        Dallas, Texas 75201
                        Attention: Darrell W. Holley

                        Telephone: (214) 754-0009
                        Telecopy: (214) 754-5951

                                     S-129

                            U.S. BANK NATIONAL ASSOCIATION,
                            a Lender

                            By:   /s/ Monte E. Deckerd
                                ------------------------------------------------
                                Name:  Monte E. Deckerd
                                Title: Vice President

                            Address:

                            918 17th Street
                            Denver, Colorado 80202
                            Attention: Monte E. Deckerd

                            Telephone: (303) 585-4212
                            Telecopy: (303) 585-4362

                                     S-130

                            BANK OF SCOTLAND,
                            a Lender

                            By:    /s/ Annie Glynn
                                 ----------------------------------------------
                                 Name:  Annie Glynn
                                 Title: Senior Vice President

                            Address:

                            565 Fifth Avenue
                            New York, New York 10017
                            Attention: Joseph Fratus, First Vice President

                            Telephone: (212) 450-0837 / 0800
                            Telecopy: (212) 557-9460

                            With Copy to:

                            1021 Main Street, Suite 1370
                            Houston, Texas 77002
                            Attention: Richard C. Butler

                            Telephone: (713) 650-0609
                            Telecopy: (713) 651-9714

                                      S-131

                                      WELLS FARGO BANK (TEXAS),
                                      NATIONAL ASSOCIATION, a Lender

                                      By:    /s/ John Lane
                                           ----------------------------------
                                           Name:  John Lane
                                           Title: Vice President

                                      Address:

                                      1000 Louisiana, 3rd Floor
                                      Houston, Texas 77002
                                      Attention: John Lane

                                      Telephone: (713) 319-1370
                                      Telecopy: (713) 739-1087

                                      S-132

                                  THE BANK OF NOVA SCOTIA,
                                  a Lender

                                  By:    /s/ N. Bell
                                       ------------------------------------
                                       Name:  N. Bell
                                       Title: Senior Manager

                                  Address:

                                  600 Peachtree Street, N.E., Ste 2700
                                  Atlanta, Georgia 30308
                                  Attention: Donna Gardner

                                  Telephone: 404-877-1559
                                  Telecopy: 404-888-8998

                                  With Copy to:

                                  Houston Representative Office
                                  1100 Louisiana, Ste 3000
                                  Houston, Texas 77002
                                  Attention: Bryan Bulawa

                                  Telephone: 713-759-3427
                                  Telecopy: 713-752-2425

                                      S-133

                                CREDIT AGRICOLE INDOSUEZ,
                                a Lender

                                By:    /s/ Mark Lvoff
                                     ----------------------------------------
                                     Name:  Mark Lvoff
                                     Title: First Vice President
                                            Head of Energy Platform

                                By:    /s/ Michael R. Quiray
                                     ----------------------------------------
                                     Name:  Michael R. Quiray
                                     Title: Vice President

                                Address:

                                600 Travis Street, Suite 2340
                                Houston, Texas 77002
                                Attention: Mike Willis

                                Telephone: 713-223-7041
                                Telecopy: 713-223-7029

                                         S-134

                             TORONTO DOMINION (TEXAS), INC.,
                             a Lender

                             By:  /s/ Mark A. Baird
                                --------------------------------------
                                     Name:  Mark A. Baird
                                     Title: Vice President

                             Address:

                             909 Fannin, Suite 1700
                             Houston, Texas 77010
                             Attention: John Hamer/Don Warmington

                             Telephone: (713) 653-8234
                             Telecopy: (713) 951-9921

                                      S-135

                                 SOUTHWEST BANK OF TEXAS, N.A.,
                                 a Lender

                                 By: /s/ Ken Batson
                                    -------------------------------------------
                                        Name: Ken Batson
                                        Title:

                                 Address:

                                 5 Post Oak Park
                                 4400 Post Oak Parkway
                                 Houston, Texas 77027
                                 Attention: Ken Batson/A. Stephen Kennedy
                                 Telephone: (713) 232-1247/(713) 235-8870
                                 Telecopy: (713) 232-1357/(713) 232-1357

                                      S-136

                                   UNION BANK OF CALIFORNIA, N.A.,
                                   a Lender

                                   By: /s/ Dustin Gaspari
                                      ----------------------------------
                                          Name:  Dustin Gaspari
                                          Title: Vice President

                                   Address:

                                   500 North Akard, Suite 4200
                                   Dallas, Texas 75201
                                   Attn: Dustin Gaspari

                                   Telephone: (214) 922-4200
                                   Telecopy: (214) 922-4209

                                      S-137

                            COMERICA BANK-TEXAS,
                            a Lender

                            By: /s/ Daniel G. Steele
                               ------------------------------------------
                                   Name: Daniel G. Steele
                                   Title: Sr. Vice President

                            Address:

                            910 Louisiana, Suite 410
                            Houston, Texas 77002
                            Attention: Daniel G. Steele

                            Telephone: (713) 220-5640
                            Telecopy: (713) 220-5650

                                      S-138

                                BNP PARIBAS, a Lender

                                By: /s/ Edward K. Chin
                                   -------------------------------------------
                                       Name:  Edward K. Chin
                                       Title: Director

                                By: /s/ Zali Win
                                   -------------------------------------------
                                       Name:  Zali Win
                                       Title: Director

                                Address:

                                787 7th Avenue
                                New York, New York 10019
                                Attention: Edward Chin/Marcie Weiss

                                Telephone: (212) 841-2020 (EC); x2029 (MW)
                                Telecopy: (212) 841-2536

                                      S-139

                          THE TORONTO-DOMINION BANK,
                          Canadian Administration Agent

                          By: /s/ Michael A. Freeman
                             -------------------------------------------------
                                 Name:  Michael A. Freeman
                                 Title: Vice President, Loan Syndications-
                                                      Agency

                          Address:

                          66 Wellington Street West
                          38/th/ Floor, TD Tower
                          Toronto, Ontario M5K 1A2
                          Attention: Vice President, Loan Syndications -
                                     Agency

                          Telephone: (416) 982-2196
                          Telecopy: (416) 982-5535

                          THE TORONTO-DOMINION BANK,
                          a Lender

                          By: /s/ Kevin Kynoch
                             -------------------------------------------------
                                 Name:  Kevin Kynoch
                                 Title: Associate - Corporate Credit

                          Address:

                          800 Home Oil Tower
                          324 - 8/th/ Avenue S.W., Suite 800
                          Calgary, Alberta T2P 2Z2
                          Attention: Kevin Kynoch

                          Telephone: (403) 292-2864
                          Telecopy: (403) 292-2772

                          With a copy in each case to:

                          909 Fannin, Suite 1700
                          Houston, Texas 77010
                          Attention: Alice Ellis

                          Telephone: (713) 653-8234
                          Telecopy: (713) 951-9921

                                     S-140

                                     BNP PARIBAS (CANADA), a Lender

                                     By:  /s/ Michael Gosselin
                                        ----------------------------------------
                                              Name:  Michael Gosselin
                                              Title: Director, Energy & Project
                                                     Finance

                                     Address:

                                     77 King Street West, Suite 4100
                                     Royal Trust Tower
                                     T.D. Centre
                                     Toronto, Ontario. M5K 1N8
                                     Attention: Michael Gosselin

                                     Telephone: (416) 365-6715
                                     Telecopy: (416) 947-3538

                                     With a copy to:

                                     BNP Paribas
                                     787 7th Avenue
                                     New York, New York 10019
                                     Attention: Edward Chin/Marcie Weiss

                                     Telephone: (212) 841-2020 (EC); x2029 (MW)
                                     Telecopy: (212) 841-2536

                                      S-141

                                   MONUMENT CAPITAL LTD., Lender

                                   By:  Alliance Capital Management, L.P.,
                                        as Investment Manager

                                   By:  Alliance Capital Management Corporation,
                                        as General Partner

                                   By: /s/ Robert Bayer
                                      ------------------------------------------
                                        Name:  Robert Bayer
                                        Title: Vice President

                                   NEW ALLIANCE GLOBAL CDO, LIMITED,
                                   Lender

                                   By:  Alliance Capital Management, L.P.,
                                        as Sub-advisor

                                   By:  Alliance Capital Management Corporation,
                                        as General Partner

                                   By: /s/ Robert Bayer
                                      ------------------------------------------
                                        Name:  Robert Bayer
                                        Title: Vice President

                                   Address:

                                   c/o Alliance Capital Management, L.P.
                                   1345 Avenue of the Americas - 38/th/ Floor
                                   New York, New York 10105
                                   Attention: Robert Bayer

                                   Telephone: (212) 969-6776
                                   Telecopy: (212) 969-1466

                                      S-142

                                   ALLSTATE LIFE INSURANCE COMPANY
                                   AIMCO CDO SERIES 2000-A
                                   AIMCO CLO SERIES 2001-A, each a Lender

                                   By:  /s/ Chris Goergen
                                      ------------------------------------------
                                          Name: Chris Goergen
                                                Authorized Signatory

                                   By:  /s/ Jerry D. Zinkula
                                      ------------------------------------------
                                          Name: Jerry D. Zinkula
                                                Authorized Signatory

                                   Its Authorized Signatories

                                   Address:

                                   3075 Sanders Road, STE G5D
                                   Northbrook, Illinois 60062-7127
                                   Attention: Reynold Martin/Jerry Zinkula

                                   Telephone: (847) 402-4509 (RM); -8383 (JZ)
                                   Telecopy: (847) 402-3092

                                      S-143

                                   BLACKROCK SENIOR LOAN TRUST,
                                   SENIOR LOAN FUND, each a Lender

                                   By:  /s/ Dennis M. Schaney
                                      ------------------------------------------
                                        Name:  Dennis M. Schaney
                                        Title: Managing Director

                                   Address:

                                   c/o BlackRock Financial Management, Inc.
                                   345 Park Avenue
                                   New York, New York 10154
                                   Attention: Mark J. Williams/Frank Gordon

                                   Telephone: (212) 409-3724; -3319
                                   Telecopy: (212) 754-8756

                                      S-144

                                   JUPITER FUNDING TRUST, a Lender

                                   By:  /s/ Diana L. Mushill
                                      ------------------------------------------
                                          Name:  Diana L. Mushill
                                          Title: Authorized Agent

                                   WINGED FOOT FUNDING TRUST, a Lender

                                   By:  /s/ Diana L. Mushill
                                      ------------------------------------------
                                          Name:  Diana L. Mushill
                                          Title: Authorized Agent

                                   Address:

                                   c/o Banc of America Securities LLC
                                   100 North Tryon Street
                                   NC1-007-06-07
                                   Charlotte, North Carolina 28255
                                   Attention: Annabet Morris/Diana Mushill

                                   Telephone: (704) 387-1939; -9951
                                   Telecopy: (704) 388-0648

                                   With a copy to:

                                   Conseco Capital Management, Inc.
                                   11825 N. Pennsylvania Street
                                   Carmel, Indiana 46032
                                   Attention: John Nasser/Matt Boice

                                   Telephone: (317) 817-6069; -5695
                                   Telecopy: (317) 575-2001

                                      S-145

                                    FIRST DOMINION FUNDING I
                                    FIRST DOMINION FUNDING II, each a Lender

                                    By:   /s/ David H. Lerner
                                       -----------------------------------------
                                             Name:  David H. Lerner
                                             Title: Authorized Signatory

                                    Address:

                                    c/o Credit Suisse Asset Management -
                                    Leveraged Investments Group
                                    466 Lexington Avenue, 14/th/ Floor
                                    New York, New York 10017
                                    Attention: David Lerner

                                    Telephone: (212) 201-9037
                                    Telecopy: (212) 983-4118

                                     S-146

                                    MUIRFIELD TRADING LLC, a Lender

                                    By:   /s/ Diana L. Mushill
                                       -----------------------------------------
                                             Name:  Diana L. Mushill
                                             Title: Asst. Vice President

                                    OLYMPIC FUNDING TRUST, SERIES 1999-1,
                                    a Lender

                                    By:   /s/ Diana L. Mushill
                                       -----------------------------------------
                                             Name:  Diana L. Mushill
                                             Title: Authorized Agent

                                    Address:

                                    c/o Banc of America Securities LLC
                                    100 North Tryon Street
                                    NC1-007-06-07
                                    Charlotte, North Carolina 28255
                                    Attention: Annabet Morris/Diana Mushill

                                    Telephone: (704) 387-1939; -9951
                                    Telecopy: (704) 388-0648

                                    With a copy to:

                                    c/o Deerfield Capital Management, L.L.C.
                                    6700 West Bryn Mawr, 12/th/ Floor
                                    Chicago, Illinois 60631
                                    Attention: Matt Stouffer

                                    Telephone: (773) 380-1608
                                    Telecopy: (773) 380-1629

                                      S-147

                               BRYN MAWR CLO, LTD.
                               ROSEMONT CLO, LTD.
                               SEQUILS - CUMBERLAND I, LTD.,
                               each a Lender

                               By:    Deerfield Capital Management, L.L.C.
                                      as its Collateral Manager

                               By: /s/ Matt Stouffer
                                  ----------------------------------------------
                                      Name: Matt Stouffer
                                      Title Vice President

                               Address:

                               c/o Deerfield Capital Management, L.L.C.
                               6700 West Bryn Mawr, 12/th/ Floor
                               Chicago, Illinois 60631
                               Attention: Matt Stouffer

                               Telephone: (773) 380-1608
                               Telecopy: (773) 380-1629

                                     S-148

                                   ROSEMONT CLO, Ltd.
                                   Lender

                                   By:  Deerfield Capital Management LLC
                                        As its Collateral Manager

                                   By:  /s/ Matt Stouffer
                                      ------------------------------------------
                                            Name: Matt Stouffer
                                            Title Vice President

                                   Address:

                                   c/o Deerfield Capital Management, L.L.C.
                                   6700 West Bryn Mawr, 12/th/ Floor
                                   Chicago, Illinois 60631
                                   Attention: Matt Stouffer

                                   Telephone: (773) 380-1608
                                   Telecopy: (773) 380-1629

                                     S-149

                                     SEQUILS-CUMBERLAND 1, Ltd.
                                     Lender

                                     By:    /s/ Matt Stouffer
                                         ---------------------------------------
                                              Name: Matt Stouffer
                                              Title Vice President

                                     Address:

                                     c/o Deerfield Capital Management, L.L.C.
                                     6700 West Bryn Mawr, 12/th/ Floor
                                     Chicago, Illinois 60631
                                     Attention: Matt Stouffer

                                     Telephone: (773) 380-1608
                                     Telecopy: (773) 380-1629

                                     S-150

                                 FIDELITY ADVISOR SERIES II: FIDELITY
                                 ADVISOR FLOATING RATE HIGH INCOME
                                 FUND, a Lender

                                 By:  /s/ John H. Costello
                                    --------------------------------------------
                                        Name:  John H. Costello
                                        Title: Assistant Treasurer

                                 Address:

                                 c/o Fidelity Investments
                                 82 Devonshire Street - E20E
                                 Boston, Massachusetts 02109
                                 Attention: Nathan Van Duzer

                                 Telephone: (617) 392-8129
                                 Telecopy: (617) 476-7774

                                      S-151

                                 FLAGSHIP CLO 2001-1
                                 FLAGSHIP CLO II, each a Lender

                                 By:     Flagship Capital Management, Inc.

                                 By:  /s/
                                    --------------------------------------------
                                         Title: Director

                                 Address:

                                 c/o State Street Corporation as Trustee for
                                  Flagship
                                  CLO-2001-1 and Flagship CLO II
                                 2 Avenue de Lafayette - LCC6
                                 Boston, Massachusetts 02111-1724
                                 Attention: Mark S. Pelletier/Tom Bouchard

                                 Telephone: (617) 434-2969 (MS), -7561 (TB)
                                 Telecopy: (617) 434-4806 (MS), -3376 (TB)

                                      S-152

                                 FRANKLIN CLO II, LIMITED

                                 By:  /s/ Richard D'Addario
                                    --------------------------------------------
                                        Name:  Richard D'Addario
                                        Title: Senior Vice President

                                 Address:

                                 One Franklin Parkway
                                 Bldg. 920, 2/nd/ Floor
                                 San Mateo, California 94403
                                 Attention: Vishnu Singh

                                 Telephone: (650) 312-2686
                                 Telecopy: (650) 312-3346

                                      S-153

                                 EMERALD ORCHARD, LIMITED, Lender

                                 By:  /s/ Gwen Zirkle
                                    --------------------------------------------
                                        Name:  Gwen Zirkle
                                        Title: Attorney in Fact

                                 Address:

                                 c/o Highland Capital Management, L.P.
                                 1300 Two Galleria Tower
                                 13455 Noel Road LB #45
                                 Dallas, Texas 75240
                                 Attention: Mark Okada/Cathy Chambers

                                 Telephone: (972) 233-4300, -4120
                                 Telecopy: (972) 628-4343

                                 With a copy to:

                                 909 Fannin, Suite 1700
                                 Houston, Texas 77010
                                 Attention: Alice Ellis
                                 Telephone: (713) 653-8234
                                 Telecopy: (713) 951-9921

                                      S-154

                                 APEX (IDM) CDO I, LTD.
                                 ELC (CAYMAN) LTD. 1999-II
                                 ELC (CAYMAN) LTD. 1999-III
                                 ELC (CAYMAN) LTD. 2000-I
                                 TRYON CLO LTD. 2000-I, each a Lender

                                 By:  /s/ William A. Hayes
                                    --------------------------------------------
                                        Title:  Director

                                 Address:

                                 c/o First Union Institutional Debt Management,
                                  Inc.
                                 401 South Tryon Street
                                 Three First Union Center, 15/th/ Fl.
                                 Charlotte, North Carolina 28288-0743
                                 Attention: Bill Hayes

                                 Telephone: (704) 383-8224
                                 Telecopy: (704) 383-1507

                                      S-155

                                      
                                         ARCHIMEDES FUNDING IV (CAYMAN), LTD.
                                         NEMEAN CLO, LTD.
                                         each a Lender

                                         By:     ING Capital Advisors LLC,
                                                 as Investment Manager

                                         By: /s/ Kurt Wegleitner
                                            -----------------------------------------
                                                 Title: Sr. Vice President

                                         ARCHIMEDES FUNDING III, LTD.
                                         ING-ORYX CLO, LTD.
                                         SEQUILS - ING I (HBDGM), LTD., each a Lender

                                         By:     ING Capital Advisors LLC,
                                                 as Collateral Manager

                                         By: /s/ Kurt Wegleitner
                                            -----------------------------------------
                                                 Title: Sr. Vice President

ENDURANCE CLO I, LTD.                    BALANCED HIGH YIELD FUND II, LTD.,
a Lender,                                a Lender

By:     ING Capital Advisors LLC,        By:     ING Capital Advisors LLC,
        as Portfolio Manager                     as Asset Manager

By: /s/ Kurt Wegleitner                  By: /s/ Kurt Wegleitner
   -----------------------------             -----------------------------------------
        Name: Sr. Vice President                 Title: Sr. Vice President
        Title:
                                         Address:

                                         c/o ING Capital Advisors LLC
                                         333 South Grand Avenue, Suite 4100
                                         Los Angeles, California 90071
                                         Attention: Michael Campbell

                                         Telephone: (213) 621-3771
                                         Telecopy: (213) 621-3795

                                      S-156

                                                  
AERIES FINANCE II LTD., Lender                       CERES II FINANCE LTD., Lender

By:     INVESCO Senior Secured                       By:     INVESCO Senior Secured
        Management, Inc., as Sub-Managing                    Management, Inc., as Sub-Managing
        Agent                                                Agent (Financial)

By: /s/ Scott Baskind                                By: /s/ Scott Baskind
   --------------------------------------               ----------------------------------
        Name:  Scott Baskind                                 Name:  Scott Baskind
        Title: Authorized Signatory                          Title: Authorized Signatory

AIM FLOATING RATE FUND, Lender                       CHARTER VIEW PORTFOLIO, Lender

By:     INVESCO Senior Secured                       By:     INVESCO Senior Secured
        Management, Inc., as attorney in fact                Management, Inc., as Investment
                                                             Advisor

By: /s/ Scott Baskind                                By: /s/ Scott Baskind
   --------------------------------------               ----------------------------------
        Name:  Scott Baskind                                 Name:  Scott Baskind
        Title: Authorized Signatory                          Title: Authorized Signatory

AMARA I FINANCE, LTD.
AMARA 2 FINANCE, LTD.                                INVESCO EUROPEAN CDO I S.A.
OASIS COLLATERALIZED HIGH INCOME                     SEQUILS - LIBERTY, LTD., Lender
  PORTFOLIO-1, LTD., each a Lender

By:     INVESCO Senior Secured                       By:     INVESCO Senior Secured
        Management, Inc., as Subadviser                      Management, Inc., as Collateral
                                                             Manager

By: /s/ Scott Baskind                                By: /s/ Scott Baskind
   --------------------------------------               ----------------------------------
        Name:  Scott Baskind                                 Name:  Scott Baskind
        Title: Authorized Signatory                          Title: Authorized Signatory

AVALON CAPITAL LTD.                                  Address:
AVALON CAPITAL LTD. 2, each a Lender
By:     INVESCO Senior Secured                       c/o INVESCO Senior Secured Management, Inc.
        Management, Inc., as Portfolio               1166 Avenue of the Americas, 27/th/ Floor
        Advisor                                      New York, New York 10036-2789
                                                     Attention: Gregory Stoeckle
By: /s/ Scott Baskind
   --------------------------------------
        Name:  Scott Baskind                         Telephone: (212) 278-9208
        Title: Authorized Signatory                  Telecopy:  (212) 278-9619

                                      S-157

KZH CRESCENT LLC, Lender                 KZH ING-2 LLC, Lender

By: /s/ Anthony Iarrobino                By:  /s/ Anthony Iarrobino
   ---------------------------------        ---------------------------------
        Name:  Anthony Iarrobino                  Name:  Anthony Iarrobino
        Title: Authorized Agent                   Title: Authorized Agent

KZH CRESCENT-2 LLC, Lender               KZH ING-3 LLC, Lender

By: /s/ Anthony Iarrobino                By:  /s/ Anthony Iarrobino
   ---------------------------------        ---------------------------------
        Name:  Anthony Iarrobino                  Name:  Anthony Iarrobino
        Title: Authorized Agent                   Title: Authorized Agent

KZH CRESCENT-3 LLC, Lender               KZH PONDVIEW LLC, Lender

By: /s/ Anthony Iarrobino                By:  /s/ Anthony Iarrobino
   ---------------------------------        ---------------------------------
        Name:  Anthony Iarrobino                  Name:  Anthony Iarrobino
        Title: Authorized Agent                   Title: Authorized Agent

KZH CNC LLC, Lender                      KZH WATERSIDE LLC, Lender

By: /s/ Anthony Iarrobino                By:  /s/ Anthony Iarrobino
   ---------------------------------        ---------------------------------
        Name:  Anthony Iarrobino                  Name:  Anthony Iarrobino
        Title: Authorized Agent                   Title: Authorized Agent

                                         Address

                                         c/o The Chase Manhattan Bank
                                         140 East 45/th/ Street, 11/th/ Floor
                                         New York, New York 10017
                                         Attention: Virginia Conway

                                         Telephone: (212) 622-9353
                                         Telecopy:  (212) 622-0123

                                      S-158

                                                  
BILL & MELINDA GATES FOUNDATION,                      PERSEUS CDO I, LIMITED, Lender
Lender

By:     David L. Babson & Company Inc.,               By:     David L. Babson & Company Inc. under
        as Investment Adviser                                 delegated authority from Massachusetts
                                                              Mutual Life Insurance Company as
                                                              Portfolio Manager

By: /s/ Richard B. McGauley                           By: /s/ Richard B. McGauley
   --------------------------------------------          --------------------------------------------
        Name:  Richard B. McGauley                            Name:  Richard B. McGauley
        Title: Managing Director                              Title: Managing Director

MAPLEWOOD (CAYMAN) LIMITED, Lender                    SAAR HOLDINGS CDO LIMITED
                                                      SIMSBURY CLO, LIMITED
                                                      SOMERS CDO, LIMITED, each a Lender

By:     David L. Babson & Company Inc. under          By:     David L. Babson & Company Inc. under
        delegated authority from Massachusetts                delegated authority from Massachusetts
        Mutual Life Insurance Company as                      Mutual Life Insurance Company as
        Investment Manager                                    Collateral Manager

By: /s/ Richard B. McGauley                           By: /s/ Richard B. McGauley
   --------------------------------------------          --------------------------------------------
        Name:  Richard B. McGauley                            Name:  Richard B. McGauley
        Title: Managing Director                              Title: Managing Director

MASSACHUSETTS MUTUAL LIFE                             SUFFIELD CLO, LIMITED, Lender
INSURANCE COMPANY, Lender

By:     David L. Babson & Company Inc.,               By:     David L. Babson & Company Inc.,
        as Investment Advisor                                 as Collateral Manager

By: /s/ Richard B. McGauley                           By: /s/ Richard B. McGauley
   --------------------------------------------          --------------------------------------------
        Name:  Richard B. McGauley                            Name:  Richard B. McGauley
        Title: Managing Director                              Title: Managing Director

PHOENIX FUNDING LIMITED, Lender                       Address for MassMutual Funds:

By:     David L. Babson & Company Inc.,               c/o David L. Babson & Co. - A Member of the
        as Financial Sub-Agent                        MassMutual Financial Group
                                                      1295 State Street
By: /s/ Richard B. McGauley                           Springfield, Massachusetts 01111
   --------------------------------------------       Attention: Norman Flebotte
        Name:  Richard B. McGauley
        Title: Managing Director                      Telephone: (413) 744-5699
                                                      Telecopy:  (413) 744-6972
NEWTON CDO LTD., Lender

By:     David L. Babson & Company Inc.,
        as Investment Manager

By: /s/ Richard B. McGauley
   --------------------------------------------
        Name:  Richard B. McGauley
        Title: Managing Director

                                     S-159

                                    MORGAN STANLEY PRIME INCOME TRUST
                                    (fka Morgan Stanley Dean Witter Prime Income
                                    Trust), a Lender

                                    By:  /s/ Sheila A. Finnerty
                                       -----------------------------------------
                                             Name:  Sheila A. Finnerty
                                             Title: Executive Director

                                    Address:

                                    c/o Morgan Stanley Investment Management
                                    1221 Avenue of the Americas, 22/nd/ Floor
                                    New York, New York 10020
                                    Attention: Jinny Kim/Kevin Egan

                                    Telephone: (212) 762-4758 (JK), -4756 (KE)
                                    Telecopy:  (212) 762-7428

                                     S-160

                                       MOUNTAIN CAPITAL CLO I LTD.
                                       MOUNTAIN CAPITAL CLO II LTD.
                                       each a Lender

                                       By:  Mountain Capital Advisors,
                                            as its Investment Manager

                                       By: /s/ Darren P. Riley
                                          -------------------------------------
                                              Name: Darren P. Riley
                                              Title: Director

                                       Address:

                                       c/o Mizuho Corporate Bank
                                       1251 Avenue of the Americas
                                       New York, New York 10020
                                       Attention: Mark Hanslin / Rob Pike

                                       Telephone: (212)282-4977 (MH); -3258 (RP)
                                       Telecopy: (212)282-9710 (MH); -9705 (RP)

                                     S-161

                                        OAK HILL CREDIT PARTNERS I, LIMITED,
                                         Lender

                                        By:    Oak Hill CLO Management I, LLC,
                                               as Investment Manager

                                        By: /s/ Scott D. Krase
                                           -------------------------------------
                                               Name: Scott D. Krase
                                               Title: Authorized Signatory

                                        Address:

                                        c/o Oak Hill Advisors
                                        65 East 55/th/ Street, 32/nd/ Floor
                                        New York, New York 10022
                                        Attention: Robert Okun / Shilpa Shah

                                        Telephone: (212) 326-1567 / 1553
                                        Telecopy: (212) 593-3596

                                     S-162

                                        OCTAGON INVESTMENT PARTNERS II, LLC,
                                        Lender

                                        By:    Octagon Credit Investors, LLC,
                                               as sub-investment manager

                                        By: /s/ Michael B. Nechamkin
                                           -------------------------------------
                                               Name: Michael B. Nechamkin
                                               Title: Portfolio Manager

                                        OCTAGON INVESTMENT PARTNERS III, LTD.,
                                        Lender

                                        By:    Octagon Credit Investors, LLC,
                                               as Portfolio Manager

                                        By: /s/ Michael B. Nechamkin
                                           -------------------------------------
                                               Name: Michael B. Nechamkin
                                               Title: Portfolio Manager

                                        OCTAGON INVESTMENT PARTNERS IV,
                                        LTD., Lender

                                        By:    Octagon Credit Investors, LLC,
                                               as collateral manager

                                        By: /s/ Michael B. Nechamkin
                                           -------------------------------------
                                               Name: Michael B. Nechamkin
                                               Title: Portfolio Manager

                                        Address:

                                        380 Madison Avenue, 9/th/ Floor
                                        New York, New York 10017
                                        Attention: Michael Nechamkin/Raja
                                               Mukherji/Mark Bodie

                                        Telephone: (212) 622-4936; -3103; -3877
                                        Telecopy: (212) 622-3797

                                     S-163

                                      ML CLO XII PILGRIM AMERICA (CAYMAN)
                                       LTD.
                                      ML CLO XX PILGRIM AMERICA (CAYMAN)
                                       LTD.
                                      PILGRIM AMERICA HIGH INCOME
                                       INVESTMENTS LTD.
                                      PILGRIM CLO 1999 - 1 LTD.
                                      PILGRIM PRIME RATE TRUST
                                      PILGRIM SENIOR INCOME FUND
                                      SEQUILS - PILGRIM I, LTD., each a Lender

                                      By:    ING Pilgrim Investments, LLC,
                                             as its investment manager

                                      By: /s/ Charles E. LeMieux, CFA
                                         -------------------------------------
                                             Name: Charles E. LeMieux, CFA
                                             Title: Vice President

                                      Address:

                                      c/o ING Pilgrim Investments LLC
                                      7337 E. Doubletree Ranch Road
                                      Scottsdale, Arizona 85258-2034
                                      Attention: Curtis Lee/Chuck LeMieux

                                      Telephone: (480)477-2221 (CL); -2202 (CLM)
                                      Telecopy: (480) 477-2076

                                     S-164

                                  ADDISON CDO, LIMITED
                                  BALBOA CDO I, LIMITED
                                  BEDFORD CDO, LIMITED
                                  DELANO COMPANY
                                  JISSEKIKUN FUNDING, LTD.
                                  ROYALTON COMPANY
                                  SAN JOAQUIN CDO I LIMITED
                                  SEQUILS - MAGNUM, LTD., each a Lender

                                  By:    Pacific Investment Management Company,
                                         LLC, as its Investment Advisor

                                  By: /s/ Mohan V. Phansalkar
                                     -------------------------------------------
                                         Name: Mohan V. Phansalkar
                                         Title: Executive Vice President

                                  CAPTIVA III FINANCE LTD.
                                  CAPTIVA IV FINANCE LTD., each a Lender
                                  as advised by Pacific Investment Management
                                  Company LLC

                                  By: /s/ David Dyer
                                     -------------------------------------------
                                         Name: David Dyer
                                         Title: Director

                                  Address:

                                  c/o Pacific Investment Management Company LLC
                                  840 Newport Center Drive
                                  Newport Beach, California 92660
                                  Attention: Sandy Benson

                                  Telephone: (949) 720-6087
                                  Telecopy: (949) 720-6361

                                     S-165

                                            THE SUMITOMO TRUST & BANKING CO.,
                                            LTD. NEW YORK BRANCH, Lender

                                            By: /s/ Frances E. Wynne
                                               ---------------------------------
                                                   Name: France E. Wynne
                                                   Title: Vice President

                                            Address:

                                            527 Madison Avenue
                                            New York, New York 10022
                                            Attention: Tim Ng

                                            Telephone: (212) 326-0751
                                            Telecopy: (212) 418-4848

                                     S-166

                                         TCW SELECT LOAN FUND, LIMITED, Lender

                                         By:    TCW Advisors, Inc.,
                                                as its Collateral Manager

                                         By: /s/ Mark L. Gold
                                            -----------------------------------
                                                Name: Mark L. Gold
                                                Title: Managing Director

                                         By: /s/ Johnathan R. Insull
                                            -----------------------------------
                                                Name: Johnathan R. Insull
                                                Title: Managing director

                                         C-SQUARED CDO LTD, Lender

                                         By:    TCW Advisors, Inc.,
                                                as its Portfolio Manager

                                         By: /s/ Mark L. Gold
                                            -----------------------------------
                                                Name: Mark L. Gold
                                                Title:   Managing Director

                                         By: /s/ Johnathan R. Insull
                                            -----------------------------------
                                                Name: Johnathan R. Insull
                                                Title:   Managing director

                                         Address:

                                         c/o Trust Company of the West
                                         200 Park Avenue, Suite 2200
                                         New York, New York 10166
                                         Attention: Mark L. Gold/Jonathan Insull

                                         Telephone: (212) 771-4138; -4148
                                         Telecopy: (212) 771-4159; -4069

                                      A-1

                                                                   EXHIBIT 10.02
================================================================================

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                [Letter of Credit and Hedged Inventory Facility]
             -------------------------------------------------------

                             PLAINS MARKETING, L.P.,

                                  as Borrower,

                           ALL AMERICAN PIPELINE, L.P.
                                       and
                       PLAINS ALL AMERICAN PIPELINE, L.P.,

                                 as Guarantors,

                              FLEET NATIONAL BANK,

                            as Administrative Agent,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,

                              as Syndication Agent,

                             BANK OF AMERICA, N.A.,

                             as Documentation Agent,

               BANK ONE, NA (MAIN OFFICE CHICAGO) and BNP PARIBAS,

                           as Senior Managing Agents,

                             FLEET SECURITIES, INC.,

                       as Lead Arranger and Book Manager,

                       and CERTAIN FINANCIAL INSTITUTIONS,

                                   as Lenders

             -------------------------------------------------------

                                  $200,000,000

                                  July 2, 2002

================================================================================

                                TABLE OF CONTENTS

                                                                            Page

Schedules and Exhibits:
- ----------------------

Schedule 1 - Lender Schedule
Schedule 2 - Disclosure Schedule
Schedule 3 - Security Schedule
Schedule 4 - Insurance Schedule
Schedule 5 - Borrowing Base Procedures

Exhibit A - Promissory Note
Exhibit B - Borrowing Notice
Exhibit C - Continuation/Conversion Notice
Exhibit D - Forms of Letter of Credit
Exhibit E - Letter of Credit Application and Agreement
Exhibit F - Certificate Accompanying Financial Statements
Exhibit G-1 - Opinion of In-House Counsel for Restricted Persons
Exhibit G-2 - Opinion of Fulbright & Jaworski L.L.P., Counsel for Restricted
Persons
Exhibit G-3 - Opinion of Bennett Jones, Canadian Counsel for Restricted Persons
Exhibit H - Borrowing Base Report
Exhibit I - Environmental Compliance Certificate
Exhibit J - Assignment and Acceptance Agreement
Exhibit K - Intercreditor Agreement
Exhibit L-1 - Commitment Increase Supplement
Exhibit L-2 - New Lender Supplement

                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT

       THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is made as of July 2,
2002, by and among PLAINS MARKETING, L.P. ("Borrower"), a Delaware limited
partnership, ALL AMERICAN PIPELINE, L.P. ("All American"), a Texas limited
partnership, PLAINS ALL AMERICAN PIPELINE, L.P. ("Plains MLP"), a Delaware
limited partnership, and FLEET NATIONAL BANK, as administrative agent (in such
capacity, "Administrative Agent"), WACHOVIA BANK, NATIONAL ASSOCIATION, as
syndication agent (in such capacity, "Syndication Agent"), BANK OF AMERICA,
N.A., as documentation agent (in such capacity, "Documentation Agent"), FLEET
SECURITIES, INC., as lead arranger and book manager (in such capacity, "Lead
Arranger and Book Manager") and the Lenders referred to below.

                              W I T N E S S E T H:

       WHEREAS, Borrower, All American, Plains MLP, Administrative Agent, and
Lenders entered into that certain Credit Agreement [Letter of Credit and Hedged
Inventory Facility] dated May 4, 2001 (as amended, restated, or supplemented to
the date hereof, the "Existing Agreement") for the purposes and consideration
therein expressed, pursuant to which one or more such Lenders became obligated
to make and made loans to, and issue letters of credit for the account of,
Borrower as therein provided; and

       WHEREAS, Borrower, All American, Plains MLP, Administrative Agent, and
Lenders desire to amend and restate the Existing Agreement for the purposes
described herein;

       NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein and in the Existing Agreement, as amended and
restated hereby, in consideration of the loans which may hereafter be made by
Lenders to, and the Letters of Credit that may hereafter be issued by the LC
Issuer for the account of, Borrower, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows:

                     ARTICLE I - Definitions and References

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

       "Acceptable Issuer" means any national or state bank or trust company
which is organized under the laws of the United States of America or any state
thereof or any branch licensed to operate under the laws of the United States of
America or any state thereof, which is a branch of a bank organized under any
country which is a member of the Organization for Economic Cooperation and
Development, in each case which has capital, surplus and undivided profits of at
least $500,000,000 and whose commercial paper is rated at least P-1 by Moody's
or A-1 by S&P.

       "Account" shall have the meaning given that term in the UCC.

                                       1

       "Account Debtor" means any Person who is or who may become obligated
under, with respect to, or on account of, an Account.

       "Administrative Agent" means Fleet National Bank, as Administrative Agent
hereunder, and its successors in such capacity.

       "Affiliate" means, as to any Person, each other Person that directly or
indirectly (through one or more intermediaries or otherwise) controls, is
controlled by, or is under common control with, such Person. A Person shall be
deemed to be "controlled by" any other Person if such other Person possesses,
directly or indirectly, power

              (a)   to vote 5% or more of the securities (on a fully diluted
       basis) having ordinary voting power for the election of directors or
       managing general partners; or

              (b)   to direct or cause the direction of the management and
       policies of such Person whether by contract or otherwise.

       "Affiliate Agreements" means the Crude Oil Marketing Agreement and the
Omnibus Agreement.

       "Agent" means any of the Administrative Agent, Syndication Agent or
Documentation Agent.

       "Agreement" means this Credit Agreement.

       "All American" means All American Pipeline, L.P., a Texas limited
partnership.

       "Applicable Lending Office" means, with respect to each Lender, such
Lender's Domestic Lending Office in the case of Base Rate Loans and such
Lender's LIBOR Lending Office in the case of LIBOR Loans.

       "Applicable Leverage Level" means the level set forth below that
corresponds to the ratio of (i) Consolidated Funded Indebtedness of Plains MLP
and its Subsidiaries to (ii) the Consolidated EBITDA for the applicable period
of four Fiscal Quarters (the "Leverage Ratio"):

      =====================================================================

             Applicable
           Leverage Level                   Leverage Ratio
           --------------                   --------------
       ------------------------------------------------------------------
             Level I             greater than or equal to 4.50 to 1.0
       ------------------------------------------------------------------
            Level II             greater than or equal to 4.25 to 1.0
                                      but less than 4.50 to 1.0
       ------------------------------------------------------------------
            Level III            greater than or equal to 4.00 to 1.0
                                      but less than 4.25 to 1.0
       ------------------------------------------------------------------
            Level IV             greater than or equal to 3.50 to 1.0
                                      but less than 4.00 to 1.0
      =====================================================================

                                       2

       ------------------------------------------------------------------
              Level V            greater than or equal to 3.00 to 1.0
                                      but less than 3.50 to 1.0
       ------------------------------------------------------------------

              Level VI           greater than or equal to 2.25 to 1.0
                                      but less than 3.00 to 1.0

              Level VII                 less than 2.25 to 1.0
       ------------------------------------------------------------------

The Leverage Ratio (w) will be determined as of the date hereof based upon the
Initial Financial Statements identified in clause (iii) of the defined term
"Initial Financial Statements", (x) upon the Equilon Acquisition Closing Date,
will be determined based upon the Proforma Acquisition Statements, which
determination shall be effective from such date and thereafter until the end of
the Fiscal Quarter in which the Equilon Acquisition Closing Date shall have
occurred, provided, however, if Plains MLP shall have issued equity in an
issuance amount of at least $50,000,000 on or prior to the Equilon Acquisition
Closing Date, then the Proforma Acquisition Statements shall additionally
include the proforma effect of such issuance, and the application of the
proceeds therefrom, effective from and as of the Equilon Acquisition Closing
Date and thereafter until the end of the Fiscal Quarter in which the Equilon
Acquisition Closing Date shall have occurred, (y) if Plains MLP shall issue
equity in an issuance amount of at least $50,000,000 subsequent to the Equilon
Acquisition Closing Date, then the Leverage Ratio will be determined based upon
the proforma effect of such issuance, and the application of the proceeds
therefrom and, if applicable, the Proforma Acquisition Statements, from and as
of the date of such equity issuance and thereafter until the end of the Fiscal
Quarter in which such issuance shall have occurred, and (z) shall be determined
thereafter quarterly by Administrative Agent within two (2) Business Days after
Administrative Agent's receipt of Plains MLP's Consolidated financial statements
for the immediate preceding Fiscal Quarter based upon: (i) Consolidated Funded
Indebtedness as of the end of such Fiscal Quarter, and (ii) the Consolidated
EBITDA for the four Fiscal Quarters ending with such Fiscal Quarter. The
Applicable Leverage Level shall become effective upon such determination of the
Leverage Ratio by Administrative Agent and shall remain effective until the next
such determination by Administrative Agent of the Leverage Ratio. For purposes
of this definition "Applicable Leverage Ratio", the term "Proforma Acquisition
Statements" means the proforma Consolidated financial statements of Plains MLP,
after giving effect to the Equilon Acquisition, which are estimated as of March
31, 2002, which pro forma statements are based upon good faith estimates and
assumptions believed by Plains MLP to be reasonable at the time made, it being
recognized by the Lenders that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
periods covered by such financial information may differ from the projected
results set forth therein by a material amount.

       "Approved Eligible Receivables" means each Eligible Receivable (other
than Eligible Exchange Balances) (a) from a Person whose Debt Rating is either
at least Baa3 by Moody's or at least BBB- by S&P; (b) fully and unconditionally
guaranteed as to payment by a Person whose Debt Rating is either at least Baa3
by Moody's or at least BBB- by S&P; (c) from any other Person Currently Approved
by Majority Lenders; or (d) fully covered by a letter of credit from an
Acceptable Issuer.

       "Available Cash" has the meaning given such term in the Partnership
Agreement.

                                       3

       "Bankruptcy and Insolvency Act (Canada)" means the Bankruptcy and
Insolvency Act, S.C. 1992, c. 27, including the regulations made and, from time
to time, in force under that Act.

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

       "Base Rate Loan" means a Loan which does not bear interest at the LIBOR
Rate.

       "Base Rate Margin" means, on any day, the percent per annum set forth
below based on the Applicable Leverage Level in effect on such date.

        ===================================================================
                Applicable Leverage Level        Base Rate Margin
         ----------------------------------------------------------------
           Level I, Level II, Level III or           0.250%
                     Level IV
         ----------------------------------------------------------------
                     Level V                         0.125%
         ----------------------------------------------------------------
               Level VI or Level VII                 0.000%
        ===================================================================

Changes in the applicable Base Rate Margin will occur automatically without
prior notice as changes in the Applicable Leverage Level occur. Administrative
Agent will give notice promptly to Borrower and Lenders of changes in the Base
Rate Margin.

       "Borrower" means Plains Marketing, L.P., a Delaware limited partnership.

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

       "Borrowing Base" means the remainder of (a) minus (b) below as of the
date of determination (without duplication):

       (a) the sum of the following as of the date of determination :

               (i)   100% of Eligible Cash Equivalents; plus

               (ii)  90% of Approved Eligible Receivables; plus

                                       4

              (iii)  the lesser of (A) 85% of Other Eligible Receivables or (B)
                     _ of the sum of the amounts of clauses (a)(i) plus (a)(ii)
                     [(i.e., (a)(i) plus (a)(ii) must be 75% of (a)(i) plus
                     (a)(ii) plus (a)(iii)]; plus

              (iv)   85% of Eligible Margin Deposits; plus

              (v)    95% of Hedged Eligible Inventory plus 100% of Other
                     Eligible Inventory Value plus 50% of liquefied petroleum
                     gases sales that would otherwise qualify as Hedged Eligible
                     Inventory but for the failure of the counterparty to the
                     hedging contract covering such sales to meet the
                     requirements set forth in clause (y) of the definition of
                     Hedged Eligible Inventory, plus

              (vi)   80% of Eligible Exchange Balances; plus

              (vii)  100% of all Paid but Unexpired Letters of Credit

       MINUS (b) the following as of the date of determination:

              (i)    100% of First Purchase Crude Payables; plus

              (ii)   100% of Other Priority Claims; plus

              (iii)  The Estimate Adjustment Amount as provided in the Borrowing
                     Base procedures set forth on Schedule 6 applicable to each
                     Borrowing Base Report as provided in Section 2.13; plus

              (iv)   The amount of any setoff or contra account to any Eligible
                     Receivable which could arise from an obligation of Borrower
                     to sell or purchase Petroleum Products in any future month
                     to the extent not otherwise reflected as a reduction of
                     Eligible Receivables, such amount to be determined on an
                     early termination or mark to market basis.

MINUS that portion of such amount attributed to liquefied petroleum gases
exceeding $40,000,000.

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

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

       "Canadian Dollars" and "C$" means the lawful currency of Canada.

                                       5

       "Canadian Letter of Credit" means any Letter of Credit related to a
purchase or exchange of Petroleum Products in Canada by any Canadian Subsidiary.

       "Canadian Subsidiaries" means each of PMC (Nova Scotia) Company, a Nova
Scotia unlimited liability company, Plains Marketing Canada, L.P., an Alberta
limited partnership, and each of their Subsidiaries, whether now owned or
existing or hereafter formed or acquired.

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

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

       "Cash and Carry Purchases" means purchases of Petroleum Products for
physical storage at a Plains Terminal or in storage or in transit in pipelines
Currently Approved by Majority Lenders which constitute (i) Hedged Eligible
Inventory or (ii) liquefied petroleum gases sales that would otherwise qualify
as Hedged Eligible Inventory but for the failure of the counterparty to the
hedging contract covering such purchases to meet the requirements set forth in
clause (y) of the definition of Hedged Eligible Inventory.

       "Cash Equivalents" means Investments in:

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

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

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

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

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

                                       6

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

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

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

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

       (iv) Plains MLP shall cease to be, directly or indirectly, the sole legal
and beneficial owner (as defined above) of all (a) equity interests of Plains
Newco LLC, (b) limited partner interests of Borrower and All American, (c)
partner interests of Plains Marketing Canada, L.P. (other than the limited
partner interests of Plains Marketing Canada, L.P. that may be issued to CanPet
Energy Group (USA), Inc. or CanPet Energy Group Inc. as permitted under Section
7.4), or (d) capital stock of PMC (Nova Scotia) Company; or

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

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

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

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

       "Collateral" means all property of any kind which is subject to a Lien in
favor of Lenders (or in favor of Administrative Agent or the collateral agent
under the Intercreditor Agreement for the benefit of Lenders) or which, under
the terms of any Security Document, is purported to be subject to such a Lien,
in each case granted or created to secure all or part of the Obligations.

       "Commitment Fee Rate" means, on any day, the rate per annum set forth
below based on the Applicable Leverage Level on such date.

              =====================================================

                Applicable Leverage Level     Commitment Fee Rate
               ---------------------------------------------------
              -----------------------------------------------------

                                       7

              -----------------------------------------------------

                Level I or Level II or Level III     0.500%
                   or Level IV or Level V
               ---------------------------------------------------
                    Level VI or Level VII            0.375%
              =====================================================

Changes in the applicable Commitment Fee Rate will occur automatically without
prior notice as changes in the Applicable Leverage Level occur. Administrative
Agent will give notice promptly to Borrower and Lenders of changes in the
Commitment Fee Rate.

       "Commitment Period" means the period from and including the date hereof
until April 30, 2005 (or, if earlier, the day on which (i) the obligation of
Lenders to make Loans hereunder and the obligations of LC Issuer to issue
Letters of Credit hereunder have terminated, (ii) the obligation of LC Issuer to
issue Letters of Credit hereunder has terminated, or (iii) the Notes first
become due and payable in full, whichever shall first occur).

       "Companies' Creditors Arrangement Act (Canada)" means the Companies'
Creditors Arrangement Act, R.S.C. 1985, c. C-36, including the regulations made
and from time to time in force under that Act.

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

       "Consolidated EBITDA" means, for any period, the sum of (1) the
Consolidated Net Income of Plains MLP and its Subsidiaries during such period,
plus (2) all interest expense which was deducted in determining such
Consolidated Net Income for such period, plus (3) all income taxes (including
any franchise taxes to the extent based upon net income) which were deducted in
determining such Consolidated Net Income, plus (4) all depreciation,
amortization (including amortization of good will and debt issue costs) and
other non-cash charges (including any provision for the reduction in the
carrying value of assets recorded in accordance with GAAP) which were deducted
in determining such Consolidated Net Income, minus (5) all non-cash items of
income which were included in determining such Consolidated Net Income.

       "Consolidated Funded Indebtedness" means as of any date, the sum of the
following (without duplication): (i) all Indebtedness which is classified as
"long-term indebtedness" on a consolidated balance sheet of Plains MLP and its
Consolidated Subsidiaries prepared as of such date in accordance with GAAP and
any current maturities and other principal amount in respect of such
Indebtedness due within one year but which was classified as "long-term
indebtedness" at the creation thereof, (ii) indebtedness for borrowed money of
Plains MLP and its Consolidated Subsidiaries outstanding under a revolving
credit or similar agreement providing for borrowings (and renewals and
extensions thereof) over a period of more than one year, notwithstanding the
fact that any such borrowing is made within one year of the expiration of such
agreement, and (iii) Indebtedness in respect of Capital Leases of Plains MLP and
its Consolidated Subsidiaries;

                                       8

provided, however, Consolidated Funded Indebtedness shall not include
Indebtedness in respect of letters of credit or in respect of Cash and Carry
Purchases or margin deposits.

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

       "Consolidated Net Worth" means the remainder of all Consolidated assets,
as determined in accordance with GAAP, of Plains MLP and its Subsidiaries minus
the sum of (i) Plains MLP's Consolidated liabilities, as determined in
accordance with GAAP, and (ii) the book value of any equity interests in any of
Plains MLP's Subsidiaries which equity interests are owned by a Person other
than Plains MLP or a Wholly Owned Subsidiary of Plains MLP. The effect of any
increase or decrease of net worth in any period as a result of items of income
or loss not reflected in the determination of net income but reflected in the
determination of comprehensive income (to the extent provided under GAAP as in
effect on the date hereof) shall be excluded in determining Consolidated Net
Worth.

       "Consolidated Secured Indebtedness" means any Consolidated Funded
Indebtedness secured in whole or in part by any Lien on any assets or properties
of Plains MLP or any of its Subsidiaries, including without limitation the
Obligations.

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

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

       "Convert", "Conversion", and "Converted" shall refer to a conversion
pursuant to Section 2.3 or Article III of one Type of Loan into another Type of
Loan.

       "Crude Oil Marketing Agreement" means that certain Crude Oil Marketing
Agreement among Resources, Plains Illinois Inc., Stocker Resources, L.P.,
Arguello Inc. and Borrower dated November 23, 1998.

       "Current Trading Month" has the meaning given that term in Section 7.15.

                                       9

       "Currently Approved by Majority Lenders" means such Person (including a
limit on the maximum credit exposure to any such Person), storage location,
pipeline, form of Letter of Credit or other matter as the case may be, as
reflected in the most recent written notice given by Administrative Agent to
Borrower as being approved by Majority Lenders. Each such written notice will
supersede and revoke each prior notice.

       "Debt Coverage Ratio" shall have the meaning given that term in Section
7.12.

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

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

       "Default Rate" means, at the time in question, (i) three and
three-fourths percent (3.75%) per annum plus the LIBOR Rate then in effect for
any LIBOR Loan (up to the end of the applicable Interest Period) or (ii) two
percent (2%) per annum plus the Base Rate for each Base Rate Loan; provided,
however, the Default Rate shall never exceed the Highest Lawful Rate

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

       "Disclosure Schedule" means Schedule 2 hereto.

       "Dollar Equivalent" of any amount of any currency at any date means (i)
if such currency is Dollars, the amount of such currency, or (ii) if such
currency is Canadian Dollars, the equivalent in Dollars of such amount of such
currency based upon the rate of exchange for such conversion as quoted by the
Bank of Canada at approximately 12:00 noon, Toronto time (or, if not so quoted,
the spot rate of exchange quoted for wholesale transactions made by
Administrative Agent) on the date on or as of which such amount is to be
determined.

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

       "Domestic Lending Office" means, with respect to any Lender, the office
of such Lender specified as its "Domestic Lending Office" in the Lender Schedule
hereto, or such other office as such Lender may from time to time specify to
Borrower and Administrative Agent; with respect to LC Issuer, the office,
branch, or agency through which it issues Letters of Credit; and, with respect
to Administrative Agent, the office, branch, or agency through which it
administers this Agreement.

                                       10

       "Effective Time" shall have the meaning given that term in Section 10.13.

       "Eligible Cash Equivalents" means Cash Equivalents in which Borrower has
lawful and absolute title, which are free from any express or implied at law
Lien, trust or other beneficial interest, in which Administrative Agent holds a
fully perfected first-priority security interest prior to the rights of, and
enforceable as such against, any other Persons pursuant to an account agreement
satisfactory to Administrative Agent and which remain under the sole dominion
and control of Administrative Agent.

       "Eligible Exchange Balances" means each Approved Eligible Receivable
(including for this purpose only either the right to receive Petroleum Products
in kind or to receive money) arising from the trading, lending, borrowing or
exchange of Petroleum Products, net of any netted obligations or other offsets
or counterclaims determined in accordance with prices set forth in the
applicable exchange contracts, based on current value at the Market Price, in
which Borrower has lawful and absolute title, which is not subject to any Lien
in favor of any Person (other than Permitted Inventory Liens), and which is
subject to a fully perfected first-priority security interest (subject only to
Permitted Inventory Liens) in favor of Administrative Agent pursuant to the Loan
Documents prior to the rights of, and enforceable as such against, any other
Persons minus without duplication the amount of any Permitted Inventory Lien on
any Petroleum Products receivable in kind.

       "Eligible Inventory" means inventories of Petroleum Products in which
Borrower or Plains Marketing Canada, L.P. has lawful and absolute title
(specifically excluding, however, tank bottoms and pipeline linefill of any
Restricted Person classified as a long-term asset), which are not subject to any
Lien in favor of any Person (other than Permitted Inventory Liens), which are
subject to a fully perfected first priority security interest (subject only to
Permitted Inventory Liens) in favor of Administrative Agent pursuant to the Loan
Documents prior to the rights of, and enforceable as such against, any other
Person, which are otherwise satisfactory to Majority Lenders in their reasonable
business judgment and which are located in storage locations (including
pipelines) which are either (a) owned by a Restricted Person or (b) Currently
Approved by Majority Lenders minus without duplication the amount of any
Permitted Inventory Lien on any such inventory. Eligible Inventory shall
specifically exclude inventory to be delivered in the current or next succeeding
trading month.

       "Eligible Margin Deposit" means net equity value of investments by
Borrower in margin deposit accounts with commodities brokers on nationally
recognized exchanges subject to a perfected security interest in favor of
Administrative Agent and a three-party agreement among Borrower, Administrative
Agent and the depository institution, in form and substance satisfactory to
Administrative Agent.

       "Eligible Receivables" means, at the time of any determination thereof
(and without duplication), each Account and, with respect to each determination
made on or after the 20th day of each calendar month and prior to the first day
of the next calendar month, each amount which will be, in the good faith
estimate reasonably determined by Borrower, an Account of the Borrower or Plains
Marketing Canada, L.P. with respect to sales and deliveries of Petroleum
Products during such calendar month or deliveries of Petroleum Products during
the next

                                       11

calendar month under firm written purchase and sale agreements, in either event
as to which the following requirements have been fulfilled (or as to future
Accounts, will be fulfilled as of the date of such sales and deliveries of
Petroleum Products), to the reasonable satisfaction of Administrative Agent:

              (i)    Borrower or Plains Marketing Canada, L.P. has lawful and
       absolute title to such Account;

              (ii)   such Account is a valid, legally enforceable obligation of
       an Account Debtor payable in Dollars or Canadian Dollars, arising from
       the sale and delivery of Petroleum Products to such Person in the United
       States of America or Canada in the ordinary course of business of
       Borrower or Plains Marketing Canada, L.P., to the extent of the volumes
       of Petroleum Products delivered to such Person prior to the date of
       determination;

              (iii)  there has been excluded from such Account (A) any portion
       that is subject to any dispute, rejection, loss, non-conformance,
       counterclaim or other claim or defense on the part of any Account Debtor
       or to any claim on the part of any Account Debtor denying liability under
       such Account, and (B) the amount of any account payable or other
       liability owed by Borrower or Plains Marketing Canada, L.P. to the
       Account Debtor on such Account, whether or not a specific netting
       agreement may exist, excluding, however, any portion of any such account
       payable or other liability which is at the time in question covered by a
       Letter of Credit;

              (iv)   Borrower or Plains Marketing Canada, L.P. has the full and
       unqualified right to assign and grant a security interest in such Account
       to Administrative Agent as security for the Obligation;

              (v)    such Account (A) is evidenced by an invoice rendered to the
       Account Debtor, or (B) represents the uninvoiced amount in respect of
       volumes of Petroleum Products scheduled to be delivered by Borrower or
       Plains Marketing Canada, L.P. in the current or next-following calendar
       month, is governed by a purchase and sale agreement, exchange agreement
       or other written agreement, and in either event such Account is not
       evidenced by any promissory note or other instrument;

              (vi)   such Account is not subject to any Lien in favor of any
       Person and is subject to a fully perfected first priority security
       interest in favor of Administrative Agent pursuant to the Loan Documents,
       prior to the rights of, and enforceable as such against, any other Person
       except for a Lien in respect of First Purchase Crude Payables;

              (vii)  such Account is due not more than 30 days following the
       last day of the calendar month in which the Petroleum Products delivery
       occurred and is not more than 30 days past due (except that Accounts of a
       single Account Debtor in excess of the Dollar Equivalent of $500,000
       which are not Approved Eligible Receivables shall be excluded from
       Eligible Receivables if not paid within three Business Days after the due
       date);

                                       12

              (viii) such Account is not payable by an Account Debtor with more
       than twenty percent (20%) of its Accounts to Borrower or Plains Marketing
       Canada, L.P. that are outstanding more than 60 days from the invoice
       date;

              (ix)   the Account Debtor in respect of such Account (A) is
       located, is conducting significant business or has significant assets in
       the United States of America or Canada or is a Person Currently Approved
       by Majority Lenders, (B) is not an Affiliate of Borrower or Plains
       Marketing Canada, L.P., and (C) is not the subject of any event of the
       type described in Section 8.1(i);

              (x)    the Account Debtor in respect of such Account is not a
       governmental authority, domestic or foreign;

              (xi)   such Account is not the obligation of an Account Debtor
       that Administrative Agent or Majority Lenders determine in good faith
       that there is a legitimate concern over the timing or collection of such
       receivable; and

              (xii)  if such Account is an Account owned by Plains Marketing
       Canada, L.P., to the extent the Lien on such Account in favor of
       Administrative Agent described in clause (vi) above is valid and
       non-avoidable under applicable Law.

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

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

       "Equilon Acquisition" means the acquisition by Plains MLP or any one or
more other Restricted Persons that is a permitted assign under the Equilon
Acquisition Documents of certain assets from Shell Pipeline Company LP (f/k/a
Equilon Pipeline Company LLC) and Equilon Enterprises LLC dba Shell Oil Products
US pursuant to the Equilon Acquisition Documents, as previously disclosed by
Borrower to Administrative Agent and Lenders.

       "Equilon Acquisition Documents" means that certain Purchase and Sale
Agreement dated May 2, 2002 among Shell Pipeline Company LP (f/k/a Equilon
Pipeline Company LLC) and Equilon Enterprises LLC dba Shell Oil Products US as
sellers, and Plains MLP as buyer, and the title transfer documents and all other
agreements or instruments executed and delivered by such parties in connection
therewith to consummate the Equilon Acquisition.

                                       13

       "Equilon Acquisition Closing Date" means the date on which the Equilon
Acquisition shall have been consummated in accordance with the terms of the
Equilon Acquisition Documents.

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

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

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

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

       "Existing Agreement" has the meaning given in the first recital.

       "Facility Usage" means, at the time in question, the aggregate amount of
outstanding Loans and LC Obligations at such time.

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

       "First Purchase Crude Payables" means the unpaid amount of any payable
obligation related to the purchase of Petroleum Products by Borrower which
Administrative Agent determines will be secured by a statutory Lien, including
but not limited to the statutory Liens, if any, created under the laws of Texas,
New Mexico, Wyoming, Kansas, Oklahoma or any other state or under the Laws of
Canada or any province thereof to the extent such payable obligation is not at
the time in question covered by a Letter of Credit.

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

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

                                       14

       "Floating Price Contract" has the meaning given that term in Section
7.15.

       "GAAP" means those generally accepted accounting principles and practices
which are recognized as such by the Financial Accounting Standards Board (or any
generally recognized successor) and which, in the case of Plains MLP and its
Consolidated Subsidiaries, are applied for all periods after the date hereof in
a manner consistent with the manner in which such principles and practices were
applied to the Initial Financial Statements. If any change in any accounting
principle or practice is required by the Financial Accounting Standards Board
(or any such successor) in order for such principle or practice to continue as a
generally accepted accounting principle or practice, all reports and financial
statements required hereunder with respect to Plains MLP or with respect to
Plains MLP and its Consolidated Subsidiaries may be prepared in accordance with
such change, but all calculations and determinations to be made hereunder may be
made in accordance with such change only after notice of such change is given to
each Lender, and Majority Lenders agree to such change insofar as it affects the
accounting of Plains MLP or of Plains MLP and its Consolidated Subsidiaries.

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

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

       "Guarantors" means Plains MLP and all of its Subsidiaries (including All
American but excluding Borrower) and any other Person who has guaranteed some or
all of the Obligations and who has been accepted by Administrative Agent as a
Guarantor or any Subsidiary of Plains MLP which now or hereafter executes and
delivers a guaranty to Administrative Agent pursuant to Section 6.17.

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

       "Hedged Eligible Inventory" means (a) Eligible Inventory or (b) Petroleum
Products inventory scheduled to be purchased in the following month, which in
either case has been hedged for delivery (i) if hedged by a NYMEX contract to a
date not later than the expiration date of such NYMEX contract, and (ii) if
hedged by a means other than a NYMEX contract, 5 years, by either

              (x) a contract on the NYMEX arranged through brokers approved by
       Administrative Agent and with whom a three-party agreement among
       Borrower, Administrative Agent and such broker has been entered in form
       and substance satisfactory to Administrative Agent or

              (y) a contract for physical delivery of such inventory to a
       counterparty whose Account would qualify as an Approved Eligible
       Receivable or

                                       15

(ii) otherwise hedged in a manner satisfactory to Majority Lenders. The value of
Hedged Eligible Inventory shall be the volume of the inventory times the prices
fixed in such hedge, minus all storage, transportation and other applicable
costs.

       "Hedging Contract" means (a) any agreement providing for options, swaps,
floors, caps, collars, forward sales or forward purchases involving interest
rates, commodities or commodity prices, equities, currencies, bonds, or indexes
based on any of the foregoing, (b) any option, futures or forward contract
traded on an exchange, and (c) any other derivative agreement or other similar
agreement or arrangement, excluding in each case for purposes of Section 7.3
only, any such agreement or contract covering Petroleum Products.

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

       "Incentive and Option Plans" means the Plains All American GP LLC 1998
Long-Term Incentive Plan as in effect on the date hereof, the Plains All
American Inc. Management Incentive Plan as in effect on the date hereof and
those certain Transaction Grant Agreements disclosed in writing to
Administrative Agent prior to the date of this Agreement.

       "Income Tax Act (Canada)" means the Income Tax Act, R.S.C. 1985 c. 1
(fifth supplement), including the regulations made and, from time to time, in
force under that Act.

       "Indebtedness" of any Person means its Liabilities (without duplication)
in any of the following categories:

       (a) Liabilities for borrowed money,

       (b) Liabilities constituting an obligation to pay the deferred purchase
price of property or services, other than contingent purchase price or similar
obligations incurred in connection with an acquisition and not yet earned or
determinable,

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

       (d) Liabilities (other than reserves for taxes and reserves for
contingent obligations) which (i) would under GAAP be shown on such Person's
balance sheet as a liability and (ii) are payable more than one year from the
date of creation or incurrence thereof,

       (e) Liabilities arising under Hedging Contracts (on a net basis to the
extent netting is provided for in the applicable Hedging Contract),

       (f) Liabilities constituting principal under Capital Leases,

                                       16

       (g) Liabilities arising under conditional sales or other title retention
agreements,

       (h) Liabilities owing under direct or indirect guaranties of Liabilities
of any other Person or otherwise constituting obligations to purchase or acquire
or to otherwise protect or insure a creditor against loss in respect of
Liabilities of any other Person (such as obligations under working capital
maintenance agreements, agreements to keep-well, or agreements to purchase
Liabilities, assets, goods, securities or services), but excluding endorsements
in the ordinary course of business of negotiable instruments in the course of
collection,

       (i) Liabilities consisting of an obligation to purchase or redeem
securities or other property, if such Liabilities arises out of or in connection
with the sale or issuance of the same or similar securities or property (for
example, repurchase agreements, mandatorily redeemable preferred stock and
sale/leaseback agreements),

       (j) Liabilities with respect to letters of credit or applications or
reimbursement agreements therefor,

       (k) Liabilities with respect to banker's acceptances, or

       (l) Liabilities with respect to obligations to deliver goods or services
in consideration of advance payments therefor;

provided, however, that the "Indebtedness" of any Person shall not include
Liabilities that were incurred in the ordinary course of business by such Person
on ordinary trade terms to vendors, suppliers or other Persons providing goods
and services for use by such Person in the ordinary course of its business,
unless and until such Liabilities are outstanding more than 120 days after the
date the respective goods are delivered or the respective services are rendered,
other than Liabilities contested in good faith by appropriate proceedings, if
required, and for which adequate reserves are maintained on the books of such
Person in accordance with GAAP.

       "Initial Financial Statements" means (i) the audited Consolidated
financial statements of Plains MLP as of December 31, 2001, (ii) the unaudited
consolidating balance sheet and income statement of Plains MLP as of December
31, 2001, (iii) the unaudited Consolidated and consolidating balance sheet and
income statement of Plains MLP as of March 31, 2002, and (iv) the unaudited pro
forma Consolidated balance sheet of Plains MLP as of December 31, 2001, after
giving effect to the Equilon Acquisition.

       "Insurance Schedule" means Schedule 4 attached hereto.

       "Intercreditor Agreement" means that certain Intercreditor Agreement of
even date herewith among Administrative Agent, the Lenders and the other Lender
Parties, and the "Administrative Agent", the "Lenders" and the other "Lender
Parties" under the Revolver Agreement substantially in the form of Exhibit K
hereto.

       "Interest Act (Canada)" means the Interest Act, R.S.C. 1985, c. I-15,
including the regulations made and, from time to time, in force under that Act.

                                       17

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

       "Interest Payment Date" means (a) with respect to each Base Rate Loan,
the last day of each March, June, September and December beginning June 30,
2001, and (b) with respect to each LIBOR Loan, the last day of the Interest
Period that is applicable thereto.

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

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

       "Judgment Interest Act (Alberta)" means the Judgment Interest Act, S.A.
1984 c. J-O.5, including the regulations made and, from time to time, in force
under that Act.

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

       "LC Application" means any application for a Letter of Credit hereafter
made by Borrower or Plains Marketing Canada, L.P. to LC Issuer.

       "LC Collateral" has the meaning given to such term in Section 2.11(a).

                                       18

       "LC Issuer" means Fleet National Bank, in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity. Administrative
Agent may, with the consent of Borrower and the Lender in question, appoint any
Lender hereunder as an LC Issuer in place of or in addition to Fleet National
Bank.

       "LC Obligations" means, at the time in question, the sum of all Matured
LC Obligations plus the maximum amounts which LC Issuer might then or thereafter
be called upon to advance under all Letters of Credit then outstanding.

       "Lender Parties" means Administrative Agent, LC Issuer, and all Lenders.

       "Lender Schedule" means Schedule 1 hereto.

       "Lenders" means each signatory hereto (other than Borrower and any
Restricted Person that is a party hereto), including Fleet National Bank, in its
capacity as a Lender hereunder rather than as Administrative Agent and LC
Issuer, and the successors and each permitted assign of each such party as
holder of a Note.

       "Letter of Credit" means any letter of credit issued by LC Issuer
hereunder or under the Existing Agreement (i) at the application of Borrower,
which shall be issued in Dollars, or (ii) with respect to Canadian Letters of
Credit, at the application of either Borrower or Plains Marketing Canada, L.P.,
which may be issued in either Dollars or Canadian Dollars.

       "Letter of Credit Fee Rate" means, on any day, the rate per annum set
forth below based on the Applicable Leverage Level on such date.

          ==============================================================

                 Applicable Leverage Level             LC Fee Rate
           ------------------------------------------------------------
              Level I, Level II, Level III or             1.750%
                         Level IV
           ------------------------------------------------------------
                         Level V                          1.625%
           ------------------------------------------------------------
                         Level VI                         1.500%
           ------------------------------------------------------------
                         Level VII                        1.250%
          ==============================================================

Changes in the applicable Letter of Credit Fee Rate will occur automatically
without prior notice as changes in the Applicable Leverage Level occur.
Administrative Agent will give notice promptly to Borrower and Lenders of
changes in the Letter of Credit Fee Rate.

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

                                       19

       "LIBOR Lending Office" means, with respect to any Lender, the office of
such Lender specified as its "LIBOR Lending Office" on the Lender Schedule
hereto (or, if no such office is specified, its Domestic Lending Office), or
such other office of such Lender as such Lender may from time to time specify to
Borrower and Administrative Agent.

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

       "LIBOR Rate" means, as applicable to any LIBOR Loan within a Borrowing
and with respect to the related Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/32 of 1%) as determined on the
basis of offered rates for deposits in U.S. dollars, for a period of time
comparable to such Interest Period which appears on Telerate Page 3750 (or any
successor page) as of 11:00 a.m. London time on the day that is two Business
Days preceding the first day of such LIBOR Loan; provided, however, if the rate
described above does not appear on the Telerate system on any applicable
interest determination date, the LIBOR Rate shall be the rate (rounded upwards
as described above, if necessary) for deposits in dollars for a period
substantially equal to such Interest Period on the Reuters Page "LIBO" (or such
other page as may replace the LIBO Page on that service for the purpose of
displaying such rates), as of 11:00 a.m. (London time), on the date that is two
Business Days prior to the beginning of such Interest Period; provided, however,
if more than one rate is specified on Reuters Screen LIBO Page, the applicable
rate shall be the arithmetic mean of all such rates (rounded upwards, if
necessary, to the nearest 1/1000 of 1%). If both the Telerate and Reuters system
are unavailable, then the LIBOR Rate for that date will be determined on the
basis of the offered rates for deposits in U.S. dollars for a period of time
comparable to such Interest Period which are offered by four major banks in the
London interbank market at approximately 11:00 a.m. London time, on the day that
is two (2) Business Days preceding the first day of such LIBOR Loan as selected
by Administrative Agent. The principal London office of each of the four major
London banks will be requested to provide a quotation of its U.S. dollar deposit
offered rate. If at least two such quotations are provided, the rate for that
date will be the arithmetic mean of the quotations. If fewer than two quotations
are provided as requested, the rate for that date will be determined on the
basis of the rates quoted for loans in U.S. dollars to leading European banks
for a period of time comparable to such Interest Period offered by major banks
in New York City at approximately 11:00 a.m. New York City time, on the day that
is two Business Days preceding the first day of such LIBOR Loan. In the event
that Administrative Agent is unable to obtain any such quotation as provided
above, it will be deemed that the LIBOR Rate pursuant to such LIBOR Loan cannot
be determined. In the event that the Board of Governors of the Federal Reserve
System shall impose a Reserve Percentage with respect to LIBOR deposits of any
Lender, then for any period during which such Reserve Percentage shall apply,
the LIBOR Rate shall be equal to the amount determined above divided by an
amount equal to 1 minus the Reserve Percentage. "Reserve Percentage" means the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal, special, emergency and other reserves) which is imposed on member
banks of the Federal Reserve System against "Euro-currency Liabilities" as
defined in Regulation D. Without limiting the effect of the foregoing, the
Reserve Percentage shall reflect any other reserves required to be maintained by
such member banks with respect to (a) any category of liabilities which includes
deposits by reference to which the LIBOR Rate is to be determined, or (b) any
category of extensions of credit or other assets which include LIBOR

                                       20

Loans. The LIBOR Rate for any LIBOR Loan shall change whenever the Reserve
Percentage changes.

       "LIBOR Rate Margin" means, on any day, the percent per annum set forth
below based on the Applicable Leverage Level in effect on such date.

          ===================================================================

                 Applicable Leverage Level          LIBOR Rate Margin
           -----------------------------------------------------------------
              Level I, Level II, Level III or             1.750%
                        Level IV
           -----------------------------------------------------------------
                         Level V                          1.625%
           -----------------------------------------------------------------
                        Level VI                          1.500%
           -----------------------------------------------------------------
                        Level VII                         1.250%
          ===================================================================

Changes in the applicable LIBOR Rate Margin will occur automatically without
prior notice as changes in the Applicable Leverage Level occur. Administrative
Agent will give notice promptly to Borrower and Lenders of changes in the LIBOR
Rate Margin.

       "Lien" means, with respect to any property or assets, any right or
interest therein of a creditor to secure Liabilities owed to it or any other
arrangement with such creditor which provides for the payment of such
Liabilities out of such property or assets or which allows such creditor to have
such Liabilities satisfied out of such property or assets prior to the general
creditors of any owner thereof, including any lien, mortgage, security interest,
pledge, deposit, production payment, rights of a vendor under any title
retention or conditional sale agreement or lease substantially equivalent
thereto, tax lien, mechanic's or materialman's lien, or any other charge or
encumbrance for security purposes, whether arising by Law or agreement or
otherwise, but excluding any right of offset which arises without agreement in
the ordinary course of business. "Lien" also means any filed financing
statement, any registration of a pledge (such as with an issuer of
uncertificated securities), or any other arrangement or action which would serve
to perfect a Lien described in the preceding sentence, regardless of whether
such financing statement is filed, such registration is made, or such
arrangement or action is undertaken before or after such Lien exists.

       "Loans" has the meaning given to such term in Section 2.1.

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

       "Majority Lenders" means Lenders whose aggregate Percentage Shares equal
or exceed sixty-six and two-thirds percent (66_%).

                                       21

       "Market Price" means on each day a spot price for the inventory of
Petroleum Products being valued, determined by published prices and methodology
approved by Administrative Agent from time to time, based on an index gravity
and grade of Petroleum Products at a delivery point reflecting as nearly as
practical the actual gravity, grade, and location of the Petroleum Products
being valued, adjusted to reflect any differences in gravity and grade between
the index Petroleum Products and the actual inventory and to reflect
transportation costs or other appropriate location price differential from the
actual location to the index location.

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

       "Material Market Open Position Loss" means a cumulative amount of net
losses resulting from Open Positions (other than Open Positions permitted under
Section 7.15) of all Restricted Persons on a mark to market basis during any
period of 12 consecutive months in excess of the Dollar Equivalent of
$5,000,000, calculated without inclusion of that portion of the loss arising
from unauthorized trading activity by Borrower during the period of January 1,
1999 to November 20, 1999 incurred during such 12-month period.

       "Matured LC Obligations" means all amounts paid by LC Issuer on drafts or
demands for payment drawn or made under or purported to be under any Letter of
Credit and all other amounts due and owing to LC Issuer under any LC Application
for any Letter of Credit, to the extent the same have not been repaid to LC
Issuer (with the proceeds of Loans or otherwise).

       "Maximum Drawing Amount" means at the time in question the sum of the
maximum amounts which LC Issuer might then or thereafter be called upon to
advance under all Letters of Credit then outstanding.

       "Maximum Facility Amount" means the amount of $200,000,000, as such
amount may be reduced by Borrower from time to time as provided in Section 2.12
or increased as provided in Section 2.14.

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

       "Note" has the meaning given to such term in Section 2.1.

       "NYMEX" means the New York Mercantile Exchange.

       "Obligations" means all Liabilities from time to time owing by any
Restricted Person to any Lender Party under or pursuant to any of the Loan
Documents, including all LC Obligations. "Obligation" means any part of the
Obligations.

       "Offsetting Position" means (i) any offsetting sale or purchase
agreement, (ii) an offsetting NYMEX contract, (iii) an offsetting physical
inventory position (excluding tank bottoms and pipeline linefill inventory
classified as a long term asset and working inventory not

                                       22

held for resale), (iv) for any month subsequent to the Current Trading Month, up
to fifteen percent (15%) of crude oil lease purchase volumes purchased in such
Current Trading Month under 30-day evergreen floating price contracts, (v)
unused physical storage capacity at Plains Terminals in the relevant period, or
(vi) an offsetting swap, collar or option contract, in each case eliminating
price risk and substantially all basis risk.

       "Omnibus Agreement" means that certain Omnibus Agreement between
Resources, Plains MLP, Borrower, All American and General Partner dated November
23, 1998.

       "Open Position" means, with respect to Petroleum Products inventory or
Petroleum Products purchase or sale contracts, any position that does not have
an Offsetting Position.

       "Other Eligible Inventory Value" means the following amount of Eligible
Inventory, other than Hedged Eligible Inventory: (a) if the WTI Price is less
than or equal to $30 per barrel, 80% of the product of the volume of such crude
oil times the Market Price, or (b) if the WTI Price is greater than $30 per
barrel the greater of (i) 70% of the product of the volume of such crude oil
times the Market Price or (ii) 80% of the product of the volume of such crude
oil times $30 per barrel; minus, in each case, all storage, transportation and
other applicable costs. As used herein "WTI Price" means on each day the Platt's
Average Spot Price for West Texas intermediate crude oil (Cushing, Oklahoma).

       "Other Eligible Receivable" means any Eligible Receivable which is not an
Approved Eligible Receivable nor an Eligible Exchange Balance. The portions of
the aggregate of the Other Eligible Receivables owed by any obligor and its
Affiliates exceeding five percent (5%) of the sum of (i) Approved Eligible
Receivables plus (ii) Other Eligible Receivables, shall not be included without
the prior written approval of the Majority Lenders.

       "Other Priority Claims" means any account payable, obligation or
liability which Administrative Agent has determined has or will have a Lien upon
or claim against any Cash Equivalent, account or inventory of Borrower or Plains
Marketing Canada, L.P. senior or equal in priority to the security interests in
favor of Administrative Agent for the benefit of Lenders, in each case to the
extent such Cash Equivalent, account or inventory of Borrower or Plains
Marketing Canada, L.P. is otherwise included in the determination of the
Borrowing Base and the included portion thereof has not already been reduced by
such Lien or claim.

       "Paid but Unexpired Letters of Credit" means, on any day, the maximum
drawing amount of Letters of Credit on such day where no underlying obligation
exists on such day, or if the amount of the Letter of Credit exceeds the
underlying obligation on such day, the amount of such excess. As used herein,
"underlying obligation" includes without limitation, all existing and future
obligations to the beneficiary of such Letter of Credit in respect of Petroleum
Products purchased or received on or prior to such day or in respect of
Petroleum Products Borrower or Plains Marketing Canada, L.P. is then obligated
to purchase or receive or has then nominated to purchase or receive.

       "Partnership Agreement" means the Second Amended and Restated Agreement
of Limited Partnership of Plains MLP dated November 23, 1998.

                                       23

       "Percentage Share" means, with respect to any Lender (a) when used in
Sections 2.1, 2.2 or 2.12, in any Borrowing Notice or when no Loans are
outstanding hereunder, the percentage set forth opposite such Lender's name on
the Lender Schedule hereto, as may be amended pursuant to Section 2.14(c), and
(b) when used otherwise, the percentage obtained by dividing (i) the sum of the
unpaid principal balance of such Lender's Loans at the time in question plus the
Matured LC Obligations which such Lender has funded pursuant to Section 2.9(c)
plus the portion of the Maximum Drawing Amount which such Lender might be
obligated to fund under Section 2.9(c), by (ii) the sum of the aggregate unpaid
principal balance of all Loans at such time plus the aggregate amount of LC
Obligations outstanding at such time.

       "Permitted Acquisitions" means (A) the acquisition of the capital stock
or other equity interest in a Person whose business, assets and operations
consist of Petroleum Products and/or gas marketing, gathering, transportation,
storage, terminaling and pipeline operation; provided, if a Restricted Person
acquires less than all of the capital stock or other equity interest acquired,
such business, assets and operations shall consist of transportation, storage,
terminaling and/or pipeline operations and associated gathering assets, or (B)
the acquisition of all or a portion of a line of business or the business,
assets or operations of a Person (whether in a single transaction or a series of
related transactions) consisting of Petroleum Products and/or gas marketing,
gathering, transportation, storage, terminaling and pipeline operation;
provided, if a Restricted Person acquires less than all of the ownership
interest of the business, assets or operations acquired, such business, assets
and operations shall consist of transportation, storage, terminaling and/or
pipeline operations and associated gathering assets; provided, further, in each
case under clauses (A) and (B) above (i) prior to and after giving effect to
such acquisition no Default or Event of Default shall have occurred and be
continuing; and (ii) all representations and warranties shall be true and
correct as if restated immediately following the consummation of such
acquisition, except to the extent that any such representation or warranty was
made as of a specific date or updated, modified or supplemented as of a
subsequent date with the consent of Majority Lenders.

       "Permitted Inventory Liens" means any Lien, and the amount of any
Liability secured thereby, on Petroleum Products inventory which would be a
Permitted Lien under Section 7.2(ii)(b) (so long as such Lien is inchoate) or
Section 7.2(ii)(d).

       "Permitted Investments" means:

       (a) Cash Equivalents,

       (b) Investments described in the Disclosure Schedule,

       (c) Investments by Plains MLP or any of its Subsidiaries in (1) any
Wholly Owned Subsidiary of Plains MLP which is (or substantially
contemporaneously with such Investment will become) Borrower or a Guarantor, or
(2) any business, asset or operation which is (or contemporaneously with such
Investment becomes) wholly-owned by Plains MLP or any Wholly Owned Subsidiary of
Plains MLP which is (or substantially contemporaneously with such Investment
will become) Borrower or a Guarantor,

                                       24

       (d) Investments in publicly traded units of master limited partnerships
whose dividends are "qualifying income" as such term is defined in Section 7704
of the Code (provided, the amount of any such Investments under this clause (d)
minus any amounts received on such Investments (excluding dividends thereon)
shall not at any time exceed the Dollar Equivalent of $5,000,000),

       (e) Permitted Acquisitions,

       (f) Investments by Plains MLP or any of its Subsidiaries in (i) any
Person owning transportation, terminaling, storage and/or pipeline assets and
associated gathering assets in which Plains MLP or any Wholly Owned Subsidiary
of Plains MLP owns, directly or indirectly, less than all of the capital stock
or other equity interest, or (ii) transportation, terminaling, storage and/or
pipeline assets and associated gathering assets in which Plains MLP or any
Wholly Owned Subsidiary of Plains MLP owns, directly or indirectly, less than
all of the ownership interest therein, such Investments under clauses (i) and
(ii) above in an aggregate amount not to exceed at any one time outstanding (A)
the Dollar Equivalent of $35,000,000 minus (B) any outstanding Indebtedness
under Section 7.1(f)(ii)(B),

       (g) subject to Section 7.17(d), Investments directly or indirectly by
Restricted Persons in Unrestricted Subsidiaries (i) consisting of Qualified
Equity Proceeds, and (ii) Investments other than Qualified Equity Proceeds in an
aggregate amount not to exceed, at any one time outstanding, the Dollar
Equivalent of $100,000,000; for calculation purposes hereof: (1) any return on
investment from any Unrestricted Subsidiary shall reduce the aggregate
outstanding Investments subject to the limitation set forth in clause (ii) by an
amount equal to the Non-Equity Investment to Total Investment Ratio times such
investment return (e.g., if an Unrestricted Subsidiary is capitalized with
$100,000,000, $40,000,000 of which is Qualified Equity Proceeds and $60,000,000
of which is subject to the limitation set forth in clause (ii), and $10,000,000
is returned by such Unrestricted Subsidiary, the $60,000,000 subject to clause
(ii) would be reduced by 6/10ths or $6,000,000 of such return); (2) in the event
any Unrestricted Subsidiary is designated a Restricted Person pursuant to
Section 7.17, executes and delivers Security Documents pursuant to Section 6.14
and becomes a Guarantor pursuant to Section 6.17, the aggregate outstanding
Investments subject to the limitation set forth in clause (ii) shall be reduced
by the lesser of (i) Investments in such redesignated Subsidiary not
constituting Qualified Equity Proceeds and (ii) the Non-Equity Investment to
Total Investment Ratio times the fair market value of such redesignated
Subsidiary as of the date of such designation as a Restricted Person, as
reasonably determined by Borrower; as used herein, "Qualified Equity Proceeds"
means proceeds of private or public offerings of equity securities by Restricted
Persons after January 31, 2002 that within three months after the receipt
thereof are (1) contributed as capital to one or more specified Unrestricted
Subsidiaries, or (2) expressly designated as funds to be contributed as capital
to one or more specified Unrestricted Subsidiaries, and are contributed pursuant
to such designation within six months after such designation, and "Non-Equity
Investment to Total Investment Ratio" means with respect to any Unrestricted
Subsidiary, the ratio of (I) Investments in such Unrestricted Subsidiary not
constituting Qualified Equity Proceeds to (II) all Investments in such
Unrestricted Subsidiary, and

                                       25

         (h) other Investments, excluding Investments in Unrestricted
Subsidiaries, such other Investments not to exceed in the aggregate in respect
of all Restricted Persons the Dollar Equivalent of $10,000,000.

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

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

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

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

         "Plains Newco LLC" means a Delaware limited liability company or other
entity that is wholly-owned, directly or indirectly, by Plains MLP that is or
may become the general partner of US Borrower and All American.

         "Plains Terminal" means any storage terminal, tankage or facility owned
by any Restricted Person.

         "Private/Public Debt Issuance Date" means the issue date of
Indebtedness described in Section 7.1(g) in an aggregate amount not less than
$150,000,000.

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

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

         "Resources" means Plains Resources Inc., a Delaware corporation.

         "Restricted Person" means any of Plains MLP and each Subsidiary of
Plains MLP, including but not limited to Borrower, All American, and each
Subsidiary of Borrower and All American, but excluding, for the avoidance of
doubt, Unrestricted Subsidiaries.

         "Restriction Exception" means (i) any instrument governing Indebtedness
or equity interests, or any other agreement relating to any property or assets,
of a Person whose capital stock or other equity interests are partially acquired
by a Restricted Person pursuant to a Permitted Acquisition, as such instrument
or agreement is in effect at the time of such acquisition (except with respect
to Indebtedness incurred in connection with, or in contemplation of, such
acquisition), which is not applicable to any Restricted Person, or the property
or assets of any Restricted Person, other than the partially-acquired Person, or
the property or assets of such partially-acquired Person or such
partially-acquired Person's Subsidiaries; provided that in the case of
Indebtedness, such Indebtedness is permitted hereunder, or (ii) provisions with
respect to the disposition or distribution of assets in joint venture agreements
or other similar agreements entered into in the ordinary course of business.

                                       26

         "Revolver Agreement" means that certain Second Amended and Restated
Credit Agreement [Revolving Credit Facility] of even date herewith among
Borrower, All American and Plains MLP, as guarantors, and the agents and lenders
named therein, providing for a $450,000,000 revolving credit facility for
Borrower, a $100,000,000 term loan to PMC (Nova Scotia) Company, a $30,000,000
revolving credit facility for Plains Marketing Canada, L.P., and a $200,000,000
Term-B loan to Borrower.

         "Revolver Availability" means for any day, the unutilized portion
available on such day of the "Total Revolver Commitment" (as defined in Section
7.11 of the Revolver Agreement) for revolving credit loans to Borrower pursuant
to the Revolver Agreement.

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

         "Secured Debt Coverage Ratio" shall have the meaning given that term in
Section 7.12.

         "Security Documents" means the instruments listed in the Security
Schedule and all other security agreements, deeds of trust, mortgages, chattel
mortgages, pledges, guaranties, financing statements, continuation statements,
extension agreements and other agreements or instruments now, heretofore, or
hereafter delivered by any Restricted Person to Administrative Agent in
connection with this Agreement or any transaction contemplated hereby to secure
or guarantee the payment of any part of the Obligations or the performance of
any Restricted Person's other duties and obligations under the Loan Documents.

         "Security Schedule" means Schedule 3 hereto.

         "Subsidiary" means, with respect to any Person, any corporation,
association, partnership, limited liability company, joint venture, or other
business or corporate entity, enterprise or organization which is directly or
indirectly (through one or more intermediaries) controlled or owned more than
fifty percent by such Person; provided, however, that no Unrestricted Subsidiary
shall be deemed a "Subsidiary" of Plains MLP or any Subsidiary of Plains MLP for
purposes of any Loan Document except as provided in Section 7.17.

         "Termination Event" means (a) the occurrence with respect to any ERISA
Plan of (i) a reportable event described in Sections 4043(c)(5) or (6) of ERISA
or (ii) any other reportable event described in Section 4043(c) of ERISA other
than a reportable event not subject to the provision for 30-day notice to the
Pension Benefit Guaranty Corporation pursuant to a waiver by such corporation
under Section 4043(a) of ERISA, or (b) the withdrawal of any ERISA Affiliate
from an ERISA Plan during a plan year in which it was a "substantial employer"
as defined in Section 4001(a)(2) of ERISA, or (c) the filing of a notice of
intent to terminate any ERISA Plan or the treatment of any ERISA Plan amendment
as a termination under Section 4041 of ERISA, or (d) the institution of
proceedings to terminate any ERISA Plan by the Pension Benefit Guaranty
Corporation under Section 4042 of ERISA, or (e) any other event or condition
which might constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any ERISA Plan.

                                       27

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

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

         "UCC" means the Uniform Commercial Code as in effect in the State of
New York.

         "Unrestricted Subsidiary" shall have the meaning given it in Section
7.17.

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

         Section 1.2. Exhibits and Schedules; Additional Definitions. All
Exhibits and Schedules attached to this Agreement are a part hereof for all
purposes. Reference is hereby made to the Security Schedule for the meaning of
certain terms defined therein and used but not defined herein, which definitions
are incorporated herein by reference.

         Section 1.3. Amendment of Defined Instruments. Unless the context
otherwise requires or unless otherwise provided herein the terms defined in this
Agreement which refer to a particular agreement, instrument or document also
refer to and include all renewals, extensions, modifications, amendments and
restatements of such agreement, instrument or document, provided that nothing
contained in this section shall be construed to authorize any such renewal,
extension, modification, amendment or restatement. All references to the term
"Revolver Agreement" shall be deemed to be references to such agreement as such
agreement is executed and delivered by the parties thereto on the date hereof.

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

                                       28

to an "officer" or "officers" of the General Partner or any Restricted Person
shall mean and include officers of such Person or the controlling management
entity of such Person as provided in such Person's organizational documents, as
applicable.

         Section 1.5. Calculations and Determinations. All calculations under
the Loan Documents of interest chargeable with respect to LIBOR Loans and of
fees shall be made on the basis of actual days elapsed (including the first day
but excluding the last) and a year of 360 days. All other calculations of
interest made under the Loan Documents shall be made on the basis of actual days
elapsed (including the first day but excluding the last) and a year of 365 or
366 days, as appropriate. Each determination by a Lender Party of amounts to be
paid under Article III or any other matters which are to be determined hereunder
by a Lender Party (such as any LIBOR Rate, Business Day, Interest Period, or
Reserve Percentage) shall, in the absence of manifest error, be conclusive and
binding. Unless otherwise expressly provided herein or unless Majority Lenders
otherwise consent all financial statements and reports furnished to any Lender
Party hereunder shall be prepared and all financial computations and
determinations pursuant hereto shall be made in accordance with GAAP.

                  ARTICLE II - The Loans and Letters of Credit

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

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

                                       29

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

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

Each such written request or confirmation must be made in the form and substance
of the "Borrowing Notice" attached hereto as Exhibit B, duly completed. Each
such telephonic request shall be deemed a representation, warranty,
acknowledgment and agreement by Borrower as to the matters which are required to
be set out in such written confirmation. Upon receipt of any such Borrowing
Notice, Administrative Agent shall give each Lender prompt notice of the terms
thereof. If all conditions precedent to such new Loans have been met, each
Lender will on the date requested promptly remit to Administrative Agent at
Administrative Agent's office in Boston, Massachusetts the amount of such
Lender's Loan in immediately available funds, and upon receipt of such funds,
unless to its actual knowledge any conditions precedent to such Loans have been
neither met nor waived as provided herein, Administrative Agent shall promptly
make such Loans available to Borrower. Unless Administrative Agent shall have
received prompt notice from a Lender that such Lender will not make available to
Administrative Agent such Lender's new Loan, Administrative Agent may in its
discretion assume that such Lender has made such Loan available to
Administrative Agent in accordance with this section and Administrative Agent
may if it chooses, in reliance upon such assumption, make such Loan available to
Borrower. If and to the extent such Lender shall not so make its new Loan
available to Administrative Agent, such Lender and Borrower severally agree to
pay or repay to Administrative Agent within three days after demand the amount
of such Loan together with interest thereon, for each day from the date such
amount was made available to Borrower until the date such amount is paid or
repaid to Administrative Agent, with interest at (i) the Federal Funds Rate, if
such Lender is making such payment and (ii) the interest rate applicable at the
time to the other new Loans made on such date, if Borrower is making such
repayment. If neither such Lender nor Borrower pays or repays to Administrative
Agent such amount within such three-day period, Administrative Agent shall be
entitled to recover from Borrower, on demand, in lieu of the interest provided
for in the preceding sentence, interest thereon at the Default Rate, calculated
from the date such amount was made available to Borrower. The failure of any
Lender to make any new Loan to be made by it hereunder shall not relieve any
other Lender of its obligation hereunder, if any, to make its new Loan, but no
Lender shall be responsible for the failure of any other Lender to make any new
Loan to be made by such other Lender.

         Section 2.3. Continuations and Conversions of Existing Loans. Borrower
may make the following elections with respect to Loans already outstanding: to
Convert, in whole or in part, Base Rate Loans to LIBOR Loans, to Convert, in
whole or in part, LIBOR Loans to Base Rate Loans on the last day of the Interest
Period applicable thereto, and to Continue, in whole or in

                                       30

part, LIBOR Loans beyond the expiration of such Interest Period by designating a
new Interest Period to take effect at the time of such expiration. In making
such elections, Borrower may combine existing Loans made pursuant to separate
Borrowings into one new Borrowing or divide existing Loans made pursuant to one
Borrowing into separate new Borrowings, provided that Borrower may have no more
than five Borrowings of LIBOR Loans outstanding at any time. To make any such
election, Borrower must give to Administrative Agent written notice (or
telephonic notice promptly confirmed in writing) of any such Conversion or
Continuation of existing Loans, with a separate notice given for each new
Borrowing. Each such notice constitutes a "Continuation/Conversion Notice"
hereunder and must:

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

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

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

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

         Section 2.4.  Use of Proceeds.  Borrower shall use the proceeds of all
Loans to finance Cash and Carry Purchases, as margin deposits not to exceed
$50,000,000 in the aggregate at any

                                       31

time outstanding with respect to Hedging Contracts as permitted pursuant to
Section 7.2(e) and to refinance Matured LC Obligations. Borrower and, with
respect to Canadian Letters of Credit, Borrower or Plains Marketing Canada,
L.P., as the case may be, shall use all Letters of Credit solely for the
purposes specified in Section 2.7(d). In no event shall any Loan or any Letter
of Credit be used (i) to fund distributions by Plains MLP, (ii) directly or
indirectly by any Person for personal, family, household or agricultural
purposes, (iii) for the purpose, whether immediate, incidental or ultimate, of
purchasing, acquiring or carrying any "margin stock" (as such term is defined in
Regulation U promulgated by the Board of Governors of the Federal Reserve
System) or (iv) to extend credit to others directly or indirectly for the
purpose of purchasing or carrying any such margin stock. Borrower represents and
warrants that Borrower is not engaged principally, or as one of Borrower's
important activities, in the business of extending credit to others for the
purpose of purchasing or carrying such margin stock.

         Section 2.5. Optional Prepayments of Loans. Borrower may, upon five
Business Days' notice to Administrative Agent (and Administrative Agent will
promptly give notice to the other Lenders), from time to time and without
premium or penalty prepay the Loans, in whole or in part, so long as the
aggregate amounts of all partial prepayments of principal on the Loans equals
$2,000,000 or any higher integral multiple of $250,000. Each prepayment of
principal under this section shall be accompanied by all interest then accrued
and unpaid on the principal so prepaid. Any principal or interest prepaid
pursuant to this section shall be in addition to, and not in lieu of, all
payments otherwise required to be paid under the Loan Documents at the time of
such prepayment.

         Section 2.6. Mandatory Prepayments. If at any time the Dollar
Equivalent of the Facility Usage exceeds the Borrowing Base (whether due to a
reduction in the Borrowing Base in accordance with this Agreement, or
otherwise), Borrower shall immediately upon demand prepay the principal of the
Loans in an amount at least equal to such excess. If at any time the outstanding
principal balance of the Loans exceed the sum of (i) Hedged Eligible Inventory
plus (ii) the outstanding amount of Accounts resulting from the sale of such
Hedged Eligible Inventory (without duplication), Borrower shall within one
Business Day prepay the principal of the Loans in an amount at least equal to
such excess. Each prepayment of principal under this section shall be
accompanied by all interest then accrued and unpaid on the principal so prepaid.
Any principal or interest prepaid pursuant to this section shall be in addition
to, and not in lieu of, all payments otherwise required to be paid under the
Loan Documents at the time of such prepayment.

         Section 2.7. Letters of Credit. Subject to the terms and conditions
hereof, Borrower and, with respect to Canadian Letters of Credit, Borrower or
Plains Marketing Canada, L.P., may during the Commitment Period request LC
Issuer to issue, amend, or extend the expiration date of, one or more Letters of
Credit, provided that:

                  (a after taking such Letter of Credit into account, the Dollar
         Equivalent of the Facility Usage does not exceed the lesser of (i) the
         Maximum Facility Amount at such time or (ii) the Borrowing Base at such
         time;

                                       32

                  (b the expiration date of such Letter of Credit is prior to
         the earlier of (i) (A) 70 days, (B) 180 days, if the beneficiary
         thereof is Exxon Mobil Company, or (C) one year, if the beneficiary
         thereof is only the United States Mineral Management Service or other
         federal or state governmental agency regulating Petroleum Products
         purchases, after the date of issuance of such Letter of Credit, and
         (ii) 30 days prior to the end of the Commitment Period;

                  (c the issuance of such Letter of Credit will be in compliance
         with all applicable governmental restrictions, policies, and guidelines
         and will not subject LC Issuer to any cost which is not reimbursable
         under Article III;

                  (d such Letter of Credit is related to the purchase or
         exchange by Borrower or, with respect to any purchase or exchange in
         Canada, by Borrower or by Plains Marketing Canada, L.P., of Petroleum
         Products and is in the form of Exhibit D hereto or such other form and
         terms as shall be acceptable to LC Issuer in its sole and absolute
         discretion and Currently Approved by Majority Lenders, and, if the
         beneficiary thereof is the United States Mineral Management Service,
         after taking such Letter of Credit into account, the aggregate amount
         of LC Obligations in respect to all Letters of Credit naming the United
         States Mineral Management Service as beneficiary does not exceed
         $5,000,000;

                  (e if such Letter of Credit is a Canadian Letter of Credit,
         after taking such Canadian Letter of Credit into account, the Dollar
         Equivalent of the aggregate amount of LC Obligations at such time
         relating to Canadian Letters of Credit does not exceed (1) $50,000,000
         prior to the Murphy Acquisition Closing Date, (2) $80,000,000 during
         the four-month period commencing with the Murphy Acquisition Closing
         Date, and (3) $50,000,000 thereafter; and

                  (f all other conditions in this Agreement to the issuance of
         such Letter of Credit have been satisfied.

LC Issuer will honor any such request if the foregoing conditions (a) through
(f) (in the following Section 2.8 called the "LC Conditions") have been met as
of the date of issuance, amendment, or extension of such Letter of Credit. The
outstanding letters of credit issued by LC Issuer under the Existing Agreement
shall be deemed to be Letters of Credit issued hereunder; Borrower hereby
represents and warrants that the LC Conditions have been met as of the date
hereof with respect to each such Letter of Credit. Borrower or Plains Marketing
Canada, L.P., as the case may be, may request that any Canadian Letter of Credit
be issued in Dollars or in Canadian Dollars, and, subject to the terms and
conditions hereof, LC Issuer will honor such request.

         Section 2.8. Requesting Letters of Credit. Borrower or Plains Marketing
Canada, L.P., as the case may be, must make written application for any Letter
of Credit at least one Business Day before the date on which Borrower or Plains
Marketing Canada, L.P., as the case may be, desires for LC Issuer to issue such
Letter of Credit. By making any such written application, unless otherwise
expressly stated therein, Borrower or Plains Marketing Canada, L.P., as the case
may be, shall be deemed to have represented and warranted that the LC Conditions
described in Section 2.7 will be met as of the date of issuance of such Letter
of Credit. Each such written

                                       33

application for a Letter of Credit must be made in writing in the form and
substance of Exhibit E, the terms and provisions of which are hereby
incorporated herein by reference (or in such other form as may mutually be
agreed upon by LC Issuer and Borrower or Plains Marketing Canada, L.P., as the
case may be). If all LC Conditions for a Letter of Credit have been met as
described in Section 2.7 on any Business Day before 11:00 a.m, Boston,
Massachusetts time, LC Issuer will issue such Letter of Credit on the same
Business Day at LC Issuer's office in Boston, Massachusetts. If the LC
Conditions are met as described in Section 2.7 on any Business Day on or after
11:00 a.m, Boston, Massachusetts time, LC Issuer will issue such Letter of
Credit on the next succeeding Business Day at LC Issuer's office in Boston,
Massachusetts. If any provisions of any LC Application conflict with any
provisions of this Agreement, the provisions of this Agreement shall govern and
control.

         Section 2.9.  Reimbursement and Participations.

         (a Reimbursement. Each Matured LC Obligation shall constitute a loan by
LC Issuer to Borrower or Plains Marketing Canada, L.P., as the case may be.
Borrower promises to pay to LC Issuer, or to LC Issuer's order, on demand, the
full amount of each Matured LC Obligation (which, in the case of any Letter of
Credit issued in Canadian Dollars, shall as demanded by LC Issuer be payable in
Canadian Dollars or in an amount equal to the equivalent in Dollars of such
amount of Canadian Dollars determined by LC Issuer in accordance with its normal
procedures and after deducting any premium and costs of exchange), including
without limitation all Matured LC Obligations with respect to Canadian Letters
of Credit issued at the request of Plains Marketing Canada, L.P., together with
interest thereon (i) at the Base Rate to and including the second Business Day
after the Matured LC Obligation is incurred and (ii) at the Default Rate on each
day thereafter. In addition, and notwithstanding the foregoing, Plains Marketing
Canada, L.P., pursuant to each LC Application executed by it, shall be obligated
to pay to LC Issuer, or to LC Issuer's order, on demand, the full amount of each
Matured LC Obligation with respect to Canadian Letters of Credit requested by it
(which, in the case of any Letter of Credit issued in Canadian Dollars, shall as
demanded by LC Issuer be payable in Canadian Dollars or in an amount equal to
the equivalent in Dollars of such amount of Canadian Dollars determined by LC
Issuer in accordance with its normal procedures and after deducting any premium
and costs of exchange), together with interest thereon as set forth in the
foregoing sentence (such obligation and Borrower's obligation set forth in the
foregoing sentence with respect to such Canadian Letters of Credit to be joint
and several). Any such reimbursement made by Plains Marketing Canada, L.P.
shall, pursuant to Section 3.7(b) hereof, include all such additional amounts as
are needed to cause the amount received by LC Issuer, after any deduction or
withholding as may be required pursuant to the Income Tax Act (Canada) or other
applicable Canadian Laws, to equal the amount which would have been receivable
in the absence of such deduction or withholding.

         (b Letter of Credit Advances. If the beneficiary of any Letter of
Credit makes a draft or other demand for payment thereunder then Borrower may,
during the interval between the making thereof and the honoring thereof by LC
Issuer, request Lenders to make Loans to Borrower in the amount of such draft or
demand, which Loans shall be made concurrently with LC Issuer's payment of such
draft or demand and shall be immediately used by LC Issuer to repay the amount
of the resulting Matured LC Obligation. Such a request by Borrower shall be made
in compliance with all of the provisions hereof, provided that for the purposes
of the first

                                       34

sentence of Section 2.1, the amount of such Loans shall be considered, but the
amount of the Matured LC Obligation to be concurrently paid by such Loans shall
not be considered.

         (c Participation by Lenders. LC Issuer irrevocably agrees to grant and
hereby grants to each Lender, and -- to induce LC Issuer to issue Letters of
Credit hereunder -- each Lender irrevocably agrees to accept and purchase and
hereby accepts and purchases from LC Issuer, on the terms and conditions
hereinafter stated and for such Lender's own account and risk an undivided
interest equal to such Lender's Percentage Share of LC Issuer's obligations and
rights under each Letter of Credit issued hereunder and the amount of each
Matured LC Obligation paid by LC Issuer thereunder. Each Lender unconditionally
and irrevocably agrees with LC Issuer that, if a Matured LC Obligation is paid
under any Letter of Credit for which LC Issuer is not reimbursed in full by
Borrower or, with respect to Canadian Letters of Credit requested by Plains
Marketing Canada, L.P., by either Borrower or Plains Marketing Canada, L.P. in
accordance with the terms of this Agreement and the related LC Application
(including any reimbursement by means of concurrent Loans or by the application
of LC Collateral), such Lender shall (in all circumstances and without set-off
or counterclaim) pay to LC Issuer on demand, in immediately available funds at
LC Issuer's address for notices hereunder, such Lender's Percentage Share of
such Matured LC Obligation (or any portion thereof which has not been reimbursed
by Borrower or, with respect to Canadian Letters of Credit requested by Plains
Marketing Canada, L.P., by either Borrower or Plains Marketing Canada, L.P.).
Each Lender's obligation to pay LC Issuer pursuant to the terms of this
subsection is irrevocable and unconditional. If any amount required to be paid
by any Lender to LC Issuer pursuant to this subsection is paid by such Lender to
LC Issuer within three Business Days after the date such payment is due, LC
Issuer shall in addition to such amount be entitled to recover from such Lender,
on demand, interest thereon calculated from such due date at the Federal Funds
Rate. If any amount required to be paid by any Lender to LC Issuer pursuant to
this subsection is not paid by such Lender to LC Issuer within three Business
Days after the date such payment is due, LC Issuer shall in addition to such
amount be entitled to recover from such Lender, on demand, interest thereon
calculated from such due date at the Base Rate.

         (d Distributions to Participants. Whenever LC Issuer has in accordance
with this section received from any Lender payment of such Lender's Percentage
Share of any Matured LC Obligation, if LC Issuer thereafter receives any payment
of such Matured LC Obligation or any payment of interest thereon (whether
directly from Borrower or, with respect to Canadian Letters of Credit requested
by Plains Marketing Canada, L.P., by either Borrower or Plains Marketing Canada,
L.P. or by application of LC Collateral or otherwise, and excluding only
interest for any period prior to LC Issuer's demand that such Lender make such
payment of its Percentage Share), LC Issuer will distribute to such Lender its
Percentage Share of the amounts so received by LC Issuer; provided, however,
that if any such payment received by LC Issuer must thereafter be returned by LC
Issuer, such Lender shall return to LC Issuer the portion thereof which LC
Issuer has previously distributed to it.

         (e Calculations. A written advice setting forth in reasonable detail
the amounts owing under this section, submitted by LC Issuer to Borrower or any
Lender from time to time, shall be conclusive, absent manifest error, as to the
amounts thereof.

                                       35

          Section 2.10. No Duty to Inquire.

          (a Drafts and Demands. LC Issuer is authorized and instructed to
accept and pay drafts and demands for payment under any Letter of Credit without
requiring, and without responsibility for, any determination as to the existence
of any event giving rise to said draft, either at the time of acceptance or
payment or thereafter. LC Issuer is under no duty to determine the proper
identity of anyone presenting such a draft or making such a demand (whether by
tested telex or otherwise) as the officer, representative or agent of any
beneficiary under any Letter of Credit, and payment by LC Issuer to any such
beneficiary when requested by any such purported officer, representative or
agent is hereby authorized and approved. Borrower releases each Lender Party
from, and agrees to hold each Lender Party harmless and indemnified against, any
liability or claim in connection with or arising out of the subject matter of
this section, WHICH INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR
CLAIM IS IN ANY WAY OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY
NEGLIGENT ACT OR OMISSION OF ANY KIND BY ANY LENDER PARTY, provided only that no
Lender Party shall be entitled to indemnification for that portion, if any, of
any liability or claim which is proximately caused by its own individual gross
negligence or willful misconduct, as determined in a final judgment.

          (b Extension of Maturity. If the maturity of any Letter of Credit is
extended by its terms or by Law or governmental action, if any extension of the
maturity or time for presentation of drafts or any other modification of the
terms of any Letter of Credit is made at the request of Borrower, or if the
amount of any Letter of Credit is increased at the request of Borrower, this
Agreement shall be binding upon all Restricted Persons with respect to such
Letter of Credit as so extended, increased or otherwise modified, with respect
to drafts and property covered thereby, and with respect to any action taken by
LC Issuer, LC Issuer's correspondents, or any Lender Party in accordance with
such extension, increase or other modification.

          (c Transferees of Letters of Credit. If any Letter of Credit provides
that it is transferable, LC Issuer shall have no duty to determine the proper
identity of anyone appearing as transferee of such Letter of Credit, nor shall
LC Issuer be charged with responsibility of any nature or character for the
validity or correctness of any transfer or successive transfers, and payment by
LC Issuer to any purported transferee or transferees as determined by LC Issuer
is hereby authorized and approved, and Borrower releases each Lender Party from,
and agrees to hold each Lender Party harmless and indemnified against, any
liability or claim in connection with or arising out of the foregoing, WHICH
INDEMNITY SHALL APPLY WHETHER OR NOT ANY SUCH LIABILITY OR CLAIM IS IN ANY WAY
OR TO ANY EXTENT CAUSED, IN WHOLE OR IN PART, BY ANY NEGLIGENT ACT OR OMISSION
OF ANY KIND BY ANY LENDER PARTY, provided only that no Lender Party shall be
entitled to indemnification for that portion, if any, of any liability or claim
which is proximately caused by its own individual gross negligence or willful
misconduct, as determined in a final judgment.

                                       36

          Section 2.11. LC Collateral.

          (a LC Obligations in Excess of Borrowing Base. If, after the making of
all mandatory prepayments required under Section 2.6, the Dollar Equivalent of
outstanding LC Obligations will exceed the Borrowing Base, then in addition to
prepayment of the entire principal balance of the Loans Borrower will
immediately pay to LC Issuer an amount equal to such excess. LC Issuer will hold
such amount as collateral security for the remaining LC Obligations (all such
amounts held as collateral security for LC Obligations being herein collectively
called "LC Collateral") and the other Obligations, and such collateral may be
applied from time to time to pay Matured LC Obligations or any other Obligations
which are then due and payable. Neither this subsection nor the following
subsection shall, however, limit or impair any rights which LC Issuer may have
under any other document or agreement relating to any Letter of Credit, LC
Collateral or LC Obligation, including any LC Application, or any rights which
any Lender Party may have to otherwise apply any payments by Borrower and any LC
Collateral under Section 3.1.

          (b Acceleration of LC Obligations. If the Obligations or any part
thereof become immediately due and payable pursuant to Section 8.1 then, unless
all Lenders otherwise specifically elect to the contrary (which election may
thereafter be retracted by all Lenders at any time), all LC Obligations shall
become immediately due and payable without regard to whether or not actual
drawings or payments on the Letters of Credit have occurred, and Borrower shall
be obligated to pay to LC Issuer immediately an amount equal to the aggregate
Dollar Equivalent of LC Obligations which are then outstanding to be held as LC
Collateral.

          (c Investment of LC Collateral. Pending application thereof, all LC
Collateral shall be invested by LC Issuer in such Cash Equivalents as LC Issuer
may choose in its sole discretion. All interest on (and other proceeds of) such
Investments shall be reinvested or applied to Matured LC Obligations or other
Obligations which are due and payable. When all Obligations have been satisfied
in full, including all LC Obligations, all Letters of Credit have expired or
been terminated, and all of Borrower's reimbursement obligations in connection
therewith have been satisfied in full, LC Issuer shall release any remaining LC
Collateral. Borrower hereby assigns and grants to LC Issuer for the benefit of
Lenders a continuing security interest in all LC Collateral paid by it to LC
Issuer, all Investments purchased with such LC Collateral, and all proceeds
thereof to secure its Matured LC Obligations and its Obligations under this
Agreement, each Note, and the other Loan Documents, and Borrower agrees that
such LC Collateral, Investments and proceeds shall be subject to all of the
terms and conditions of the Security Documents. Borrower further agrees that LC
Issuer shall have all of the rights and remedies of a secured party under the
UCC with respect to such security interest and that an Event of Default under
this Agreement shall constitute a default for purposes of such security
interest.

          (d Payment of LC Collateral. When Borrower is required to provide LC
Collateral for any reason and fails to do so on the day when required, LC Issuer
or Administrative Agent may without prior notice to Borrower or any other
Restricted Person provide such LC Collateral (whether by application of proceeds
of other Collateral, by transfers from other accounts maintained with LC Issuer,
or otherwise) using any available funds of Borrower or any other Person also
liable to make such payments, and LC Issuer or Administrative Agent will give
notice thereof to Borrower promptly after such application or transfer. Any such
amounts which

                                       37

are required to be provided as LC Collateral and which are not provided on the
date required shall, for purposes of each Security Document, be considered past
due Obligations owing hereunder, and LC Issuer is hereby authorized to exercise
its respective rights under each Security Document to obtain such amounts.

          Section 2.12. Interest Rates and Fees; Reduction in Commitment.

          (a Interest Rates. Unless the Default Rate shall apply, (i) each Base
Rate Loan shall bear interest on each day outstanding at the Base Rate plus the
Base Rate Margin in effect on such day and (ii) each LIBOR Loan shall bear
interest on each day during the related Interest Period at the related LIBOR
Rate plus the LIBOR Rate Margin in effect on such day. During a Default Rate
Period, all Loans shall bear interest on each day outstanding at the applicable
Default Rate. If an Event of Default based upon Section 8.1(a), Section 8.1(b)
or, with respect to Borrower, based upon Section 8.1(i)(i), (i)(ii) or (i)(iii)
exists and the Loans are not bearing interest at the Default Rate, the past due
principal and past due interest shall bear interest on each day outstanding at
the applicable Default Rate. The interest rate shall change whenever the
applicable Base Rate, the Base Rate Margin, the LIBOR Rate or the LIBOR Rate
Margin changes. In no event shall the interest rate on any Loan exceed the
Highest Lawful Rate.

          (b Commitment Fees. In consideration of each Lender's commitment to
make Loans, Borrower will pay to Administrative Agent for the account of each
Lender a commitment fee determined on a daily basis equal to the Commitment Fee
Rate in effect on such day times such Lender's Percentage Share of the unused
portion of the Maximum Facility Amount on each day during the Commitment Period,
determined for each such day by deducting from the amount of the Maximum
Facility Amount at the end of such day the Dollar Equivalent of the Facility
Usage. This commitment fee shall be due and payable in arrears on the last day
of each Fiscal Quarter and at the end of the Commitment Period. Borrower shall
have the right from time to time to permanently reduce the Maximum Facility
Amount, provided that (i) notice of such reduction is given not less than 2
Business Days prior to such reduction, (ii) the resulting Maximum Facility
Amount is not less than the Dollar Equivalent of the Facility Usage, and (iii)
each partial reduction shall be in an amount at least equal to $500,000 and in
multiples of $100,000 in excess thereof.

          (c Letter of Credit Fees. In consideration of LC Issuer's issuance of
any Letter of Credit, Borrower agrees to pay (i) to Administrative Agent, for
the account of all Lenders in accordance with their respective Percentage
Shares, a letter of credit fee equal to the Letter of Credit Fee Rate applicable
each day times the Dollar Equivalent of the face amount of such Letter of Credit
and (ii) to such LC Issuer for its own account, a letter of credit fronting fee
at a rate equal to one-eighth percent (0.125%) per annum times the Dollar
Equivalent of the face amount of such Letter of Credit. Each such fee will be
calculated on the face amount of each Letter of Credit outstanding on each day
at the above applicable rates and will be payable monthly in arrears on the last
day of each month. In addition, Borrower will pay to LC Issuer a minimum
administrative issuance fee and such other fees and charges customarily charged
by the LC Issuer in respect of any issuance, amendment or negotiation of any
Letter of Credit in accordance with the LC Issuer's published schedule of such
charges effective as of the date of such amendment or negotiation. In addition,
in the event any Canadian Letter of Credit shall at the request of

                                       38

Borrower or Plains Marketing Canada, L.P., as the case may be, be issued
pursuant to an LC Issuer's Canadian office, Borrower will pay a minimum fee for
such service as customarily charged by such LC Issuer. In addition, and
notwithstanding the foregoing, Plains Marketing Canada, L.P., pursuant to each
LC Application executed by it, shall with respect to Canadian Letters of Credit
requested by it agree to pay such letter of credit fees as set forth in this
Section 2.12(c) (such obligation and Borrower's obligation set forth in this
Section 2.12(c) with respect to such Canadian Letters of Credit to be joint and
several). Any such payment of letter of credit fees made by Plains Marketing
Canada, L.P. shall, pursuant to Section 3.7(b) hereof, include all such
additional amounts as are needed to cause the amount received by Administrative
Agent and LC Issuer, in each case, after any deduction or withholding as may be
required pursuant to the Income Tax Act (Canada) or other applicable Canadian
Laws, to equal the amount which would have been receivable in the absence of
such deduction or withholding.

          (d Administrative Agent's Fees. In addition to all other amounts due
to Administrative Agent under the Loan Documents, Borrower will pay fees to
Administrative Agent as described in a letter agreement of even date herewith
between Administrative Agent and Borrower.

          Section 2.13. Borrowing Base Reporting. The Borrowing Base Reports are
subject to the procedures set forth on Schedule 6.

          Section 2.14. Increase of Maximum Facility Amount and Aggregate
Commitments. (a) So long as no Default or Event of Default has occurred and is
continuing, Borrower may from time to time (i) upon notice to Administrative
Agent and, at Borrower's election, one or more Lenders request that such Lenders
increase their commitments under this credit facility and the Maximum Facility
Amount, and/or (ii) by invitation to one or more Persons consented to by
Administrative Agent, which consent will not be unreasonably withheld, invite
such Persons to become Lenders, so as to increase the aggregate commitments
under this credit facility and the Maximum Facility Amount to an amount not to
exceed $350,000,000. At the time of such notice or invitation, as the case may
be, Borrower (in consultation with, and in cooperation with, Administrative
Agent) shall specify the time period within which each such Lender or invitee,
as applicable, is requested to respond (which shall in no event be less than
five (5) Business Days from the date of such notice or invitation). Upon any
such request to one or more Lenders, each such Lender shall notify
Administrative Agent within the time specified whether or not such Lender agrees
to increase its commitment hereunder and, if so, the amount of such increase.
Any such Lender failing to respond within the time specified shall be deemed to
have declined to increase its commitment. Notwithstanding anything contained
herein, no Lender shall have any obligation whatsoever to increase its
commitment above the amount set forth on such Lender's Lender Schedule.

          (b) Upon any increase in the Maximum Facility Amount, whether by an
increase by one or more Lenders of their commitments hereunder (each an
"Increasing Lender") or by the addition of one or more new lenders electing to
join this credit facility as a Lender (each a "New Lender") pursuant to clause
(a) above, Administrative Agent and Borrower shall determine the effective date
of such increase and shall promptly notify Lenders and New Lenders, if any, of
the final allocation of such increase and the effective date thereof. Such
increase shall become effective as of such effective date upon receipt by
Administrative Agent, at Administrative

                                       39

Agent's office, of all of the following, each dated as of such effective date:
(i) a certificate of Borrower regarding satisfaction of Section 4.2, (ii) a
consent to such increase, in form and substance reasonably acceptable to
Administrative Agent, executed and delivered by each Guarantor, (iii) a
certificate of Borrower and each Guarantor dated as of such effective date
certifying and attaching resolutions adopted by Borrower or such Guarantor
approving or consenting to such increase, (iv) with respect to any Increasing
Lender, a Commitment Increase Supplement, substantially in the form of Exhibit
L-1, executed and delivered by such Increasing Lender, and a replacement Note
executed and delivered by Borrower reflecting such Increasing Lender's increased
commitment, and (v) with respect to any New Lender, a New Lender Supplement,
substantially in the form of Exhibit L-2, executed and delivered by such New
Lender, and a new Note executed and delivered by Borrower reflecting such New
Lender's commitment.

          (c) Upon the effectiveness of any such increase, each Increasing
Lender shall be bound by and entitled to the rights and benefits of this
Agreement and the other Loan Documents with respect to the full amount of its
commitment as so increased, and each New Lender shall become a Lender for all
purposes and to the same extent as if an original Lender a party hereto and
shall be bound by and entitled to the rights and benefits fo this Agreement and
the other Loan Documents with respect to its commitment. Administrative Agent
shall distribute to Borrower and each Lender an amended Lender Schedule (which
shall be deemed incorporated into this Agreement) reflecting any changes in any
Lender's commitment or Percentage Share resulting from such increase. In the
event any Loans shall remain outstanding as of the effective date of any such
increase in the Maximum Facility Amount and aggregate Lender commitments,
Borrower shall prepay any Loans or portions thereof (and any amounts due under
Section 3.6 in connection with any such prepayment) or make additional
borrowings so that, after giving effect thereto, such outstanding Loans are held
pro rata based on each Lender's revised Percentage Share.

                                       40

                        ARTICLE III - Payments to Lenders

          Section 3.1. General Procedures. Borrower will make each payment which
it owes under the Loan Documents to Administrative Agent for the account of the
Lender Party to whom such payment is owed in lawful money of the United States
of America, (unless otherwise expressly provided in this Agreement), without
set-off, deduction or counterclaim, and in immediately available funds. Each
such payment must be received by Administrative Agent not later than noon,
Boston, Massachusetts time, on the date such payment becomes due and payable.
Any payment received by Administrative Agent after such time will be deemed to
have been made on the next following Business Day. Should any such payment
become due and payable on a day other than a Business Day, the maturity of such
payment shall be extended to the next succeeding Business Day, and, in the case
of a payment of principal or past due interest, interest shall accrue and be
payable thereon for the period of such extension as provided in the Loan
Document under which such payment is due. Each payment under a Loan Document
shall be due and payable at the place provided therein and, if no specific place
of payment is provided, shall be due and payable at the place of payment of
Administrative Agent's Note. When Administrative Agent collects or receives
money on account of the Obligations, Administrative Agent shall distribute all
money so collected or received, and each Lender Party shall apply all such money
so distributed, as follows:

                  (a first, for the payment of all Obligations which are then
         due (and if such money is insufficient to pay all such Obligations,
         first to any reimbursements due Administrative Agent under Section 6.9
         or 10.4 and then to the partial payment of all other Obligations then
         due in proportion to the amounts thereof, or as Lender Parties shall
         otherwise agree);

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

                  (c then for the prepayment of principal on the Notes, together
         with accrued and unpaid interest on the principal so prepaid, and then
         held as LC Collateral pursuant to Section 2.11(c); and

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

All payments applied to principal or interest on any Note shall be applied first
to any interest then due and payable, then to principal then due and payable,
and last to any prepayment of principal and accrued interest thereon in
compliance with Sections 2.5 and 2.6, as applicable. All distributions of
amounts described in any of subsections (b), (c) or (d) above shall be made by
Administrative Agent pro rata to each Lender Party then owed Obligations
described in such subsection in proportion to all amounts owed to all Lender
Parties which are described in such subsection; provided that if any Lender then
owes payments to LC Issuer for the purchase of a participation under Section
2.9(c) or to Administrative Agent under Section 9.4, any amounts otherwise
distributable under this section to such Lender shall be deemed to belong to LC
Issuer or Administrative Agent, respectively, to the extent of such unpaid
payments, and Administrative Agent shall apply such amounts to make such unpaid
payments rather than distribute such amounts to such Lender. If any payment on
account of any Obligation is received in Canadian

                                       41

Dollars, instead of Dollars as required pursuant to this section (whether
voluntarily or pursuant to an order or judgment or the enforcement thereof or
the realization of any security or the liquidation of such Restricted Person or
otherwise howsoever), such payment shall constitute a discharge of such
Obligation only to the extent of the equivalent in Dollars of such amount of
Canadian Dollars determined by Administrative Agent in accordance with its
normal procedures and after deducting any premium and costs of exchange,
determined as of the Business Day next following such receipt. If, for the
purpose of obtaining or enforcing judgment in any court in any Canadian
jurisdiction, it becomes necessary to convert any amount due in Dollars into
Canadian Dollars, then the Dollar Equivalent of such amount shall be determined
on the Business Day following the date such judgment is given, and in any event
Restricted Persons shall continue to be obligated to pay any deficiency owing to
any Lender Party. If any Lender Party receives any payment or payments on
account of the liability of any Restricted Person hereunder pursuant to any
judgment or order in Canadian Dollars, and the Dollar Equivalent of such amount
on the Business Day next following such receipt is less than the full amount of
the Obligation due immediately prior to such judgment or order, then Borrower on
demand shall indemnify and save such Lender Party harmless from and against any
loss, cost or expense arising out of or in connection with such deficiency. The
agreement of indemnity provided for in this Section 3.1 shall constitute an
obligation separate and independent from all other obligations contained in this
Agreement, shall give rise to a separate and independent cause of action, shall
apply irrespective of any indulgence granted by the Lender Parties or any of
them from time to time, and shall continue in full force and effect
notwithstanding any judgment or order for a liquidated sum in respect of an
amount due hereunder or under any judgment or order.

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

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

                  (a shall change the basis of taxation of payments to any
         Lender Party of any principal, interest, or other amounts attributable
         to any LIBOR Loan or Letter of Credit or otherwise due under this
         Agreement in respect of any LIBOR Loan or Letter of Credit

                                       42

         (other than taxes imposed on, or measured by, the overall net income of
         such Lender Party or any Applicable Lending Office of such Lender Party
         by any jurisdiction in which such Lender Party or any such Applicable
         Lending Office is located); or

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

                  (c shall impose on any Lender Party or the interbank
         eurocurrency deposit market any other condition affecting any LIBOR
         Loan or Letter of Credit, the result of which is to increase the cost
         to any Lender Party of funding or maintaining any LIBOR Loan or of
         issuing any Letter of Credit or to reduce the amount of any sum
         receivable by any Lender Party in respect of any LIBOR Loan or Letter
         of Credit by an amount deemed by such Lender Party to be material,

then such Lender Party shall promptly notify Administrative Agent and Borrower
in writing of the happening of such event and of the amount required to
compensate such Lender Party for such event (on an after-tax basis, taking into
account any taxes on such compensation), whereupon (i) Borrower shall, within
five Business Days after demand therefor by such Lender Party, pay such amount
to Administrative Agent for the account of such Lender Party and (ii) Borrower
may elect, by giving to Administrative Agent and such Lender Party not less than
three Business Days' notice, to Convert all (but not less than all) of any such
LIBOR Loans into Base Rate Loans.

          Section 3.4. Notice; Change of Applicable Lending Office. A Lender
Party shall notify Borrower of any event occurring after the date of this
Agreement that will entitle such Lender Party to compensation under Section 3.2,
3.3 or 3.5 hereof as promptly as practicable, but in any event within 90 days,
after such Lender Party obtains actual knowledge thereof; provided, that (i) if
such Lender Party fails to give such notice within 90 days after it obtains
actual knowledge of such an event, such Lender Party shall, with respect to
compensation payable pursuant to Section 3.2, 3.3 or 3.5 in respect of any costs
resulting from such event, only be entitled to payment under Section 3.2, 3.3 or
3.5 hereof for costs incurred from and after the date 90 days prior to the date
that such Lender Party does give such notice and (ii) such Lender Party will
designate a different Applicable Lending Office for the Loans affected by such
event if such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the sole opinion of such Lender Party, be
disadvantageous to such Lender Party, except that such Lender Party shall have
no obligation to designate an Applicable Lending Office located in the United
States of America. Each Lender Party will furnish to Borrower a certificate
setting forth the basis and amount of each request by such Lender Party for
compensation under Section 3.2, 3.3 or 3.5 hereof.

          Section 3.5. Availability. If (a) any change in applicable Laws, or in
the interpretation or administration thereof of or in any jurisdiction
whatsoever, domestic or foreign, shall make it unlawful or impracticable for any
Lender Party to fund or maintain LIBOR Loans or to issue or participate in
Letters of Credit, or shall materially restrict the authority of any Lender
Party to

                                       43

purchase or take offshore deposits of dollars (i.e., "eurodollars"), or (b) any
Lender Party determines that matching deposits appropriate to fund or maintain
any LIBOR Loan are not available to it, or (c) any Lender Party determines that
the formula for calculating the LIBOR Rate does not fairly reflect the cost to
such Lender Party of making or maintaining loans based on such rate, then, upon
notice by such Lender Party to Borrower and Administrative Agent, Borrower's
right to elect LIBOR Loans from such Lender Party (or, if applicable, to obtain
Letters of Credit) shall be suspended to the extent and for the duration of such
illegality, impracticability or restriction and all LIBOR Loans of such Lender
Party which are then outstanding or are then the subject of any Borrowing Notice
and which cannot lawfully or practicably be maintained or funded shall
immediately become or remain, or shall be funded as, Base Rate Loans of such
Lender Party. Borrower agrees to indemnify each Lender Party and hold it
harmless against all costs, expenses, claims, penalties, liabilities and damages
which may result from any such change in Law, interpretation or administration.
Such indemnification shall be on an after-tax basis, taking into account any
taxes imposed on the amounts paid as indemnity.

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

          Section 3.7. Reimbursable Taxes. Borrower covenants and agrees that:

                                       44

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

                  (b) All payments on account of the principal of, and interest
         on, each Lender Party's Loans and Note, and all other amounts payable
         by Borrower to any Lender Party hereunder, shall be made in full
         without set-off or counterclaim and shall be made free and clear of and
         without deductions or withholdings of any nature by reason of any
         Reimbursable Taxes, all of which will be for the account of Borrower.
         In the event of Borrower being compelled by Law to make any such
         deduction or withholding from any payment to any Lender Party, Borrower
         shall pay on the due date of such payment, by way of additional
         interest, such additional amounts as are needed to cause the amount
         receivable by such Lender Party after such deduction or withholding to
         equal the amount which would have been receivable in the absence of
         such deduction or withholding. If Borrower should make any deduction or
         withholding as aforesaid, Borrower shall within 60 days thereafter
         forward to such Lender Party an official receipt or other official
         document evidencing payment of such deduction or withholding.

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

                  (d) Notwithstanding the foregoing provisions of this section,
         Borrower shall be entitled, to the extent it is required to do so by
         Law, to deduct or withhold (and not to make any indemnification or
         reimbursement for) income or other similar taxes imposed by the United
         States of America (other than any portion thereof attributable to a
         change in federal income tax Laws effected after the date hereof) from
         interest, fees or other amounts payable hereunder for the account of
         any Lender Party, other than a Lender Party (i) who is a U.S. person
         for Federal income tax purposes or (ii) who has the Prescribed Forms on
         file with Administrative Agent (with copies provided to Borrower) for
         the applicable year to the extent deduction or withholding of such
         taxes is not required as a result of the filing of such Prescribed
         Forms, provided that if Borrower shall so deduct or withhold any such
         taxes, it shall provide a statement to Administrative Agent and such
         Lender Party, setting forth the amount of such taxes so deducted or
         withheld, the

                                       45

          applicable rate and any other information or documentation which such
          Lender Party may reasonably request for assisting such Lender Party to
          obtain any allowable credits or deductions for the taxes so deducted
          or withheld in the jurisdiction or jurisdictions in which such Lender
          Party is subject to tax. As used in this section, "Prescribed Forms"
          means such duly executed forms or statements, and in such number of
          copies, which may, from time to time, be prescribed by Law and which,
          pursuant to applicable provisions of (x) an income tax treaty between
          the United States and the country of residence of the Lender Party
          providing the forms or statements, (y) the Code, or (z) any applicable
          rules or regulations thereunder, permit Borrower to make payments
          hereunder for the account of such Lender Party free of such deduction
          or withholding of income or similar taxes.

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

                   ARTICLE IV - Conditions Precedent to Credit

          Section 4.1. Documents to be Delivered. No Lender had any obligation
to make its first Loan, and LC Issuer had no obligation to issue the first
Letter of Credit unless Administrative Agent shall have received all of the
following, at Administrative Agent's office in Boston, Massachusetts, duly
executed and delivered and in form, substance and date satisfactory to
Administrative Agent, each of which was so executed and delivered (except for
the term "Existing Agreement", references to defined terms in this Section 4.1
are to such terms as defined in the Existing Agreement, as it was initially
executed and delivered):

                  (a) The Existing Agreement, as originally executed and
         delivered, and any other documents that Lenders are to execute in
         connection herewith.

                  (b) Each Note.

                  (c) Each Security Document listed in the Security Schedule.

                                       46

                  (d) Certain certificates including:

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

                        (ii)   A certificate of the president and of the chief
                  financial officer of General Partner, regarding satisfaction
                  of Section 4.2; and

                        (iii)  A solvency certificate from Borrower and each
                  Guarantor.

                  (e) A certificate (or certificates) of the due formation,
         valid existence and good standing of each Restricted Person in its
         respective jurisdiction of organization, issued by the appropriate
         authorities of such jurisdiction, and certificates of each Restricted
         Person's good standing and due qualification to do business, issued by
         appropriate officials in any jurisdictions in which such Restricted
         Person owns property subject to Security Documents.

                  (f) Documents similar to those specified in subsections (d)(i)
         and (e) of this section with respect to each Guarantor and the
         execution by it of its guaranty of Borrower's Obligations.

                  (g) A favorable opinion of Tim Moore, Esq., General Counsel
         for Restricted Persons, substantially in the form set forth in Exhibit
         G-1, Fulbright & Jaworski L.L.P., special Texas and New York counsel to
         Restricted Persons, substantially in the form set forth in Exhibit G-2,
         Bennett Jones LLP, special Canadian counsel to Restricted Persons,
         substantially in the form set forth in Exhibit G-3, and local counsel
         for the states of California, Illinois, Louisiana, Mississippi and
         Oklahoma satisfactory to Administrative Agent.

                  (h) The Initial Financial Statements.

                  (i) Certificates or binders evidencing Restricted Persons'
         insurance in effect on the date hereof.

                                       47

                  (j) Copies of such permits and approvals regarding the
          property and business of Restricted Persons as Administrative Agent
          may request.

                  (k) A certificate signed by the chief executive officer of
          General Partner in form and detail acceptable to Administrative Agent
          confirming the insurance that is in effect as of the date hereof and
          certifying that such insurance is customary for the businesses
          conducted by Restricted Persons and is in compliance with the
          requirements of this Agreement.

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

                  (m) The Intercreditor Agreement.

                  (n) Borrower and Plains Marketing Canada, L.P. shall have
          adopted such risk management procedures and controls and such trading
          policies as shall be satisfactory to each Agent in its sole and
          absolute discretion.

                  (o) Each Agent and its counsel shall have reviewed and
          approved, in its sole and absolute discretion, all outstanding Plains
          MLP or Resources shareholder litigation and available insurance with
          respect thereto.

                  (p) Each Restricted Person shall have executed and delivered
          the Revolver Agreement and all conditions precedent to the Revolver
          Agreement shall have been satisfied.

                  (q) General Partner shall have delivered to Administrative
          Agent a certificate by the chief financial officer of General Partner,
          certifying the pro forma Initial Financial Statements delivered
          pursuant to clause (h) above and reflecting pro forma compliance with
          each event specified in Sections 7.11 through 7.14, inclusive.

                  (r) The Borrowing Base as of the date of such first Loan and
          first Letter of Credit shall be at least $5,000,000 more than the
          initial Facility Usage on such date after giving effects to the Loans
          and Letters of Credit requested for such date, and General Partner
          shall have delivered to the Administrative Agent a Borrowing Base
          Report in reasonable detail demonstrating compliance with this
          requirement.

          Section 4.2. Additional Conditions Precedent. No Lender has any
obligation to make any Loan (including its first), and LC Issuer has no
obligation to issue any Letter of Credit (including its first), unless the
following conditions precedent have been satisfied:

                  (a) All representations and warranties made by any Restricted
          Person in any Loan Document shall be true on and as of the date of
          such Loan or the date of issuance of such Letter of Credit as if such
          representations and warranties had been made as of the date of such
          Loan or the date of issuance of such Letter of Credit except to the
          extent that such

                                       48

         representation or warranty was made as of a specific date or updated,
         modified or supplemented as of a subsequent date with the consent of
         Majority Lenders.

                  (b) No Default shall exist at the date of such Loan or the
         date of issuance of such Letter of Credit.

                  (c) No Material Adverse Change shall have occurred to, and no
         event or circumstance shall have occurred that could cause a Material
         Adverse Change to, Plains MLP's or Borrower's Consolidated financial
         condition or businesses since the date of the Initial Financial
         Statements.

                  (d) Each Restricted Person shall have performed and complied
         with all agreements and conditions required in the Loan Documents to be
         performed or complied with by it on or prior to the date of such Loan
         or the date of issuance of such Letter of Credit.

                  (e) The making of such Loan or the issuance of such Letter of
         Credit shall not be prohibited by any Law and shall not subject any
         Lender or any LC Issuer to any penalty or other onerous condition under
         or pursuant to any such Law.

                  (f) Administrative Agent shall have received all documents and
         instruments which Administrative Agent has then requested, in addition
         to those described in Section 4.1 (including opinions of legal counsel
         for Restricted Persons and Administrative Agent; corporate documents
         and records; documents evidencing governmental authorizations,
         consents, approvals, licenses and exemptions; and certificates of
         public officials and of officers and representatives of Borrower and
         other Persons), as to (i) the accuracy and validity of or compliance
         with all representations, warranties and covenants made by any
         Restricted Person in this Agreement and the other Loan Documents, (ii)
         the satisfaction of all conditions contained herein or therein, and
         (iii) all other matters pertaining hereto and thereto. All such
         additional documents and instruments shall be satisfactory to
         Administrative Agent in form, substance and date.

         Section 4.3. Effectiveness of Amendment and Restatement. This Second
Amended and Restated Agreement shall become effective as of the date first
written above, when and only when:

                  (a) Administrative Agent shall have received, at
         Administrative Agent's office (i) a counterpart of this Agreement
         executed and delivered by Borrower, Plains MLP, All American and
         Majority Lenders which are parties to the Existing Agreement, and
         consented to by each other Guarantor, and (ii) the Revolver Agreement,
         amending various provisions therein consistent with the amendments set
         forth herein, in form and substance acceptable to Administrative Agent,
         executed and delivered by such Persons so as to make such Revolver
         Agreement effective pursuant to the terms thereof;

                  (b) Certain certificates including:

                                       49

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

                           (ii)  A certificate of the president and of the chief
                  financial officer of General Partner, regarding satisfaction
                  of Section 4.2; and

                           (iii) A solvency certificate from Borrower and each
                  Guarantor.

                  (c) A certificate (or certificates) of the due formation,
         valid existence and good standing of each Restricted Person in its
         respective jurisdiction of organization, issued by the appropriate
         authorities of such jurisdiction, and certificates of each Restricted
         Person's good standing and due qualification to do business, issued by
         appropriate officials in any jurisdictions in which such Restricted
         Person owns property subject to Security Documents.

                  (d) Documents similar to those specified in subsections (b)(i)
         and (c) of this section with respect to each Guarantor and the
         execution by it of an amended and restated guaranty of Borrower's
         Obligations.

                  (e) Favorable legal opinions in form, scope and substance as
         reasonably requested by Administrative Agent.

                  (f) The Initial Financial Statements.

                  (g) Certificates or binders evidencing Restricted Persons'
         insurance in effect on the date hereof.

                  (h) Copies of such permits and approvals regarding the
         property and business of Restricted Persons as Administrative Agent may
         request.

                  (i) A certificate signed by the chief executive officer of
         General Partner in form and detail acceptable to Administrative Agent
         confirming the insurance that is in effect as of the date hereof and
         certifying that such insurance is customary for the businesses
         conducted by Restricted Persons and is in compliance with the
         requirements of this Agreement.

                                       50

          (j) In consideration of such amendment and restatement (and on the
     condition that on or before July 2, 2002 (1) Lenders constituting not less
     than Majority Lenders under the Existing Agreement shall have executed and
     delivered this Agreement, and (2) lenders under the "Existing Agreement" as
     defined in the Revolver Agreement constituting not less than "Majority
     Lenders" under such "Existing Agreement", as each term is defined in the
     Revolver Agreement, shall have executed and delivered the Revolver
     Agreement), Borrower shall have paid (A) to Administrative Agent for the
     account of each such Lender so timely executing and delivering this
     Agreement, an amendment fee in immediately available funds equal to
     one-eighth of one percent (0.125%) of each such Lender's Commitment; and
     (B) Borrower shall have paid all other fees required to be paid to
     Administrative Agent or any Lender pursuant to any Loan Documents,
     including reasonable fees and expenses of Thompson & Knight LLP, counsel to
     Administrative Agent;

          (k) The amended and restated Intercreditor Agreement.

          (l) General Partner shall have delivered to Administrative Agent a
     certificate by the chief financial officer of General Partner, certifying
     the pro forma Initial Financial Statements delivered pursuant to clause (f)
     above and reflecting pro forma compliance with each event specified in
     Sections 7.11 through 7.14, inclusive.

In the event that as of the date hereof (or such other date as Borrower and
Administrative Agent may agree) (1) Lenders constituting at least Majority
Lenders under the Existing Agreement have not executed and delivered this
Agreement, or (2) lenders under the "Existing Agreement" as defined in the
Revolver Agreement constituting not less than "Majority Lenders" under such
"Existing Agreement", as each term is defined in the Revolver Agreement, have
not executed and delivered the Revolver Agreement), then this Agreement shall
not be effective, Borrower shall have no obligation to pay the amendment fee set
forth in clause 4.3(j)(A), and the Existing Agreement shall continue in full
force and effect.

                   ARTICLE V - Representations and Warranties

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

     Section 5.1. No Default. No Restricted Person is in default in the
performance of any of the covenants and agreements contained in any Loan
Document. No event has occurred and is continuing which constitutes a Default.

     Section 5.2. Organization and Good Standing. Each Restricted Person is duly
organized, validly existing and in good standing under the Laws of its
jurisdiction of organization, having all powers required to carry on its
business and enter into and carry out the transactions contemplated hereby. Each
Restricted Person is duly qualified, in good standing, and authorized to do
business in all other jurisdictions within the United States and Canada wherein
the character of the properties owned or held by it or the nature of the
business transacted by it

                                       51

makes such qualification necessary except where the failure to so qualify would
not cause a Material Adverse Change. Each Restricted Person has taken all
actions and procedures customarily taken in order to enter, for the purpose of
conducting business or owning property, each jurisdiction outside the United
States and Canada wherein the character of the properties owned or held by it or
the nature of the business transacted by it makes such actions and procedures
necessary except where the failure to so qualify would not cause a Material
Adverse Change.

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

     Section 5.4. No Conflicts or Consents. The execution and delivery by the
various Restricted Persons of the Loan Documents to which each is a party, the
performance by each of its obligations under such Loan Documents, and the
consummation of the transactions contemplated by the various Loan Documents, do
not and will not (i) conflict with any provision of (1) any Law, (2) the
organizational documents of any Restricted Person or any of its Affiliates, or
(3) any agreement, judgment, license, order or permit applicable to or binding
upon any Restricted Person or any of its Affiliates, (ii) result in the
acceleration of any Indebtedness owed by any Restricted Person or any of its
Affiliates, or (iii) result in or require the creation of any Lien upon any
assets or properties of any Restricted Person or any of its Affiliates except as
expressly contemplated in the Loan Documents. Except as expressly contemplated
in the Loan Documents or disclosed in the Disclosure Schedule, no permit,
consent, approval, authorization or order of, and no notice to or filing,
registration or qualification with, any Tribunal or third party is required in
connection with the execution, delivery or performance by any Restricted Person
of any Loan Document or to consummate any transactions contemplated by the Loan
Documents.

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

     Section 5.6. Initial Financial Statements. Plains MLP has heretofore
delivered to each Lender true, correct and complete copies of the Initial
Financial Statements. The Initial Financial Statements other than pro forma
financial statements fairly present Plains MLP's Consolidated and consolidating
financial position at the date thereof and the Consolidated and consolidating
results of Plains MLP's operations for the periods thereof, and in the case of
the annual Initial Financial Statements, Consolidated cash flows for the period
thereof. The pro forma Initial Financial Statements fairly present Plains MLP's
pro forma Consolidated and consolidating financial position at the date thereof
and the pro forma Consolidated results of Plains MLP's operations for the period
thereof. Since the date of the annual Initial Financial Statements no Material
Adverse Change has occurred, except as reflected in the quarterly Initial
Financial Statements or in the Disclosure Schedule. All Initial Financial
Statements other than pro forma

                                       52

financial statements were prepared in accordance with GAAP. All Initial
Financial Statements that are pro forma financial statements were prepared in
accordance with GAAP with such pro forma adjustments as have been accepted by
Administrative Agent.

     Section 5.7.  Other Obligations and Restrictions. No Restricted Person has
any outstanding Liabilities of any kind (including contingent obligations, tax
assessments, and unusual forward or long-term commitments) which are, in the
aggregate, material to Plains MLP or material with respect to Plains MLP's
Consolidated financial condition and not shown in the Initial Financial
Statements, disclosed in the Disclosure Schedule or otherwise permitted under
Section 7.1. Except as shown in the Initial Financial Statements or disclosed in
the Disclosure Schedule, no Restricted Person is subject to or restricted by any
franchise, contract, deed, charter restriction, or other instrument or
restriction which could cause a Material Adverse Change.

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

     Section 5.9.  Litigation. Except as disclosed in the Initial Financial
Statements, in the Disclosure Schedule or pursuant to Section 6.4: (i) there are
no actions, suits or legal, equitable, arbitrative or administrative proceedings
pending, or to the knowledge of any Restricted Person threatened, against any
Restricted Person or affecting any Collateral (including, without limitation,
any which challenge or otherwise pertain to any Restricted Person's title to any
Collateral) before any Tribunal which could reasonably be expected to cause a
Material Adverse Change, and (ii) there are no outstanding judgments,
injunctions, writs, rulings or orders by any such Tribunal against any
Restricted Person or any Restricted Person's stockholders, partners, directors
or officers or affecting any Collateral which could reasonably be expected to
cause a Material Adverse Change.

     Section 5.10. Labor Disputes and Acts of God. Except as disclosed in the
Disclosure Schedule or otherwise disclosed in writing to Administrative Agent,
neither the business nor the properties of any Restricted Person has been
affected by any fire, explosion, accident, strike, lockout or other labor
dispute, drought, storm, hail, earthquake, embargo, act of God or of the public
enemy or other casualty (whether or not covered by insurance), which could cause
a Material Adverse Change.

                                       53

     Section 5.11. ERISA Plans and Liabilities. All currently existing ERISA
Plans are listed in the Disclosure Schedule. Except as disclosed in the Initial
Financial Statements or in the Disclosure Schedule, no Termination Event has
occurred with respect to any ERISA Plan and all ERISA Affiliates are in
compliance with ERISA in all material respects. No ERISA Affiliate is required
to contribute to, or has any other absolute or contingent liability in respect
of, any "multiemployer plan" as defined in Section 4001 of ERISA. Except as set
forth in the Disclosure Schedule: (i) no "accumulated funding deficiency" (as
defined in Section 412(a) of the Code exists with respect to any ERISA Plan,
whether or not waived by the Secretary of the Treasury or his delegate, and (ii)
the current value of each ERISA Plan's benefits does not exceed the current
value of such ERISA Plan's assets available for the payment of such benefits by
more than $500,000.

     Section 5.12. Compliance with Laws. Except as set forth in the Disclosure
Schedule, each Restricted Person has all permits, licenses and authorizations
required in connection with the conduct of its businesses, except to the extent
failure to have any such permit, license or authorization could not cause a
Material Adverse Change. Each Restricted Person is in compliance with the terms
and conditions of all such permits, licenses and authorizations, and is also in
compliance with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
any Law, including applicable Environmental Law, or in any regulation, code,
plan, order, decree, judgment, injunction, notice or demand letter issued,
entered, promulgated or approved thereunder, except to the extent failure to
comply could not cause a Material Adverse Change. Without limiting the
foregoing, each Restricted Person (i) has filed and maintained all tariffs
applicable to its business with each applicable commission, (ii) and all such
tariffs are in compliance with all Laws administered or promulgated by each
applicable commission and (iii) has imposed charges on its customers in
compliance with such tariffs, all contracts applicable to its business and all
applicable Laws. As used herein, "commission" includes the Federal Energy
Regulatory Commission, the Public Utility Commission of the State of California
and each other US federal, Canadian federal, state, provincial, or local
governmental department, commission, board, bureau, agency or instrumentality
having jurisdiction over any Restricted Person or its properties.

     Section 5.13. Environmental Laws. As used in this section: "CERCLA" means
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, "CERCLIS" means the Comprehensive Environmental Response,
Compensation and Liability Information System List of the Environmental
Protection Agency, and "Release" has the meaning given such term in 42 U.S.C.
(S) 9601(22). Without limiting the provisions of Section 5.12 and except as set
forth in the Disclosure Schedule:

     (a) No notice, notification, demand, request for information, citation,
summons or order has been issued, no complaint has been filed, no penalty has
been assessed, and no investigation or review is pending or threatened by any
Tribunal or any other Person with respect to any of the following which in the
aggregate could cause a Material Adverse Change (i) any alleged generation,
treatment, storage, recycling, transportation, disposal, or Release of any
Hazardous Materials, either by any Restricted Person or on any property owned by
any Restricted Person, (ii) any remedial action which might be needed to respond
to any such alleged generation, treatment, storage, recycling, transportation,
disposal, or Release, or (iii) any alleged failure by

                                       54

any Restricted Person to have any permit, license or authorization required in
connection with the conduct of its business or with respect to any such
generation, treatment, storage, recycling, transportation, disposal, or Release.

     (b) No Restricted Person otherwise has any known material contingent
liability in connection with any alleged generation, treatment, storage,
recycling, transportation, disposal, or Release of any Hazardous Materials.

     (c) No Restricted Person has handled any Hazardous Materials, other than as
a generator, on any properties now or previously owned or leased by any
Restricted Person to an extent that such handling has caused, or could cause, a
Material Adverse Change.

     (d) Except to the extent that the following in the aggregate has not caused
and could not cause a Material Adverse Change:

     (i)   no PCBs are or have been present at any properties now or previously
           owned or leased by any Restricted Person;

     (ii)  no asbestos is or has been present at any properties now or
           previously owned or leased by any Restricted Person;

     (iii) there are no underground storage tanks for Hazardous Materials,
           active or abandoned, at any properties now or previously owned or
           leased by any Restricted Person; and

     (iv)  no Hazardous Materials have been Released at, on or under any
           properties now or previously owned or leased by any Restricted
           Person.

     (e) No Restricted Person has transported or arranged for the transportation
of any Hazardous Material to any location which is listed on the National
Priorities List under CERCLA, any location listed for possible inclusion on the
National Priorities List by the Environmental Protection Agency in CERCLIS, nor,
except to the extent that has not caused and could not cause a Material Adverse
Change, any location listed on any similar state list or which is the subject of
federal, state or local enforcement actions or other investigations which may
lead to claims against any Restricted Person for clean-up costs, remedial work,
damages to natural resources or for personal injury claims, including, but not
limited to, claims under CERCLA.

     (f) No property now or previously owned or leased by any Restricted Person
is listed or proposed for listing on the National Priority list promulgated
pursuant to CERCLA, in CERCLIS, nor, except to the extent that has not caused
and could not cause a Material Adverse Change, on any similar state list of
sites requiring investigation or clean-up.

     (g) There are no Liens arising under or pursuant to any Environmental Laws
on any of the real properties or properties owned or leased by any Restricted
Person, and no government actions of which Borrower is aware have been taken or
are in process which could subject any of such properties to such Liens; nor
would any Restricted Person be required to place any notice or

                                       55

restriction relating to the presence of Hazardous Materials at any properties
owned by it in any deed to such properties.

     (h) There have been no environmental investigations, studies, audits,
tests, reviews or other analyses for ground water or soil contamination relating
to the Release of Hazardous Materials conducted by or which are in the
possession of any Restricted Person in relation to any properties or facility
now or previously owned or leased by any Restricted Person which have not been
made available to Administrative Agent.

     (i)   (i) Each Canadian Subsidiary and each Subsidiary of either such
Person are conducting their businesses in material compliance with all
applicable Laws, including Environmental Laws, and have and are in compliance
with all licenses and permits required under any such Laws, unless failure to so
comply could not reasonably be expected to cause a Material Adverse Change; (ii)
none of the operations or properties of either Canadian Subsidiary nor any
Subsidiary of either such Person is the subject of federal, provincial or local
investigation evaluating whether any material remedial action is needed to
respond to a release of any Hazardous Materials into the environment or to the
improper storage or disposal (including storage or disposal at offsite
locations) of any Hazardous Materials, unless such remedial action could not
reasonably be expected to cause a Material Adverse Change; and (iii) neither
Canadian Subsidiary nor any Subsidiary of either such Person (and to the best
knowledge of each Canadian Subsidiary, no other Person) has filed any notice
under any Law indicating that any such Person is responsible for the improper
release into the environment, or the improper storage or disposal, of any
material amount of any Hazardous Materials or that any Hazardous Materials have
been improperly released, or are improperly stored or disposed of, upon any
property of any such Person, unless such failure to so comply could not
reasonably be expected to cause a Material Adverse Change.

     Section 5.14. Names and Places of Business. No Restricted Person has,
during the preceding five years, had, been known by, or used any other trade or
fictitious name, except as disclosed in the Disclosure Schedule. Except as
otherwise indicated in the Disclosure Schedule, the chief executive office and
principal place of business of each Restricted Person are (and for the preceding
five years have been) located at the address of Borrower set out in Section
10.3. Except as indicated in the Disclosure Schedule or otherwise disclosed in
writing to the Administrative Agent, no Restricted Person has any other office
or place of business.

     Section 5.15. Borrower's Subsidiaries. Borrower does not presently have any
Subsidiary or own any stock in any other corporation or association except those
listed in the Disclosure Schedule or hereafter disclosed to Administrative Agent
in writing. Neither Borrower nor any Restricted Person is a member of any
general or limited partnership, limited liability company, joint venture or
association of any type whatsoever except those listed in the Disclosure
Schedule or hereafter disclosed to Administrative Agent in writing. Borrower
owns, directly or indirectly, the equity interest in each of its Subsidiaries
which is indicated in the Disclosure Schedule.

     Section 5.16. Title to Properties; Licenses. Each Restricted Person has
good and defensible title to all of its material properties and assets, free and
clear of all Liens other than Permitted Liens and of all impediments to the use
of such properties and assets in such Restricted

                                       56

Person's business. Each Restricted Person possesses all licenses, permits,
franchises, patents, copyrights, trademarks and trade names, and other
intellectual property (or otherwise possesses the right to use such intellectual
property without violation of the rights of any other Person) which are
necessary to carry out its business as presently conducted and as presently
proposed to be conducted hereafter, and no Restricted Person is in violation in
any material respect of the terms under which it possesses such intellectual
property or the right to use such intellectual property.

     Section 5.17. Government Regulation. Neither Borrower nor any other
Restricted Person owing Obligations is subject to regulation under the Public
Utility Holding Company Act of 1935, the Investment Company Act of 1940 (as any
of the preceding acts have been amended) or any other Law which regulates the
incurring by such Person of Indebtedness, including Laws relating to common
contract carriers or the sale of electricity, gas, steam, water or other public
utility services. Neither Borrower nor any other Restricted Person is subject to
regulation under the Federal Power Act which would violate, result in a default
of, or prohibit the effectiveness or the performance of any of the provisions of
the Loan Documents.

     Section 5.18. Insider. No Restricted Person, nor any Person having
"control" (as that term is defined in 12 U.S.C. (S) 375b(9) or in regulations
promulgated pursuant thereto) of any Restricted Person, is a "director" or an
"executive officer" or "principal shareholder" (as those terms are defined in 12
U.S.C. (S) 375b(8) or (9) or in regulations promulgated pursuant thereto) of any
Lender, of a bank holding company of which any Lender is a Subsidiary or of any
Subsidiary of a bank holding company of which any Lender is a Subsidiary.

     Section 5.19. Solvency. Upon giving effect to the issuance of the Notes,
the execution of the Loan Documents by Borrower and each Guarantor and the
consummation of the transactions contemplated hereby, (i) Borrower and each
Guarantor will be solvent (as such term is used in applicable bankruptcy,
liquidation, receivership, insolvency or similar Laws), and the sum of
Borrower's and each Guarantor's absolute and contingent liabilities, including
the Obligations or guarantees thereof, shall not exceed the fair market value of
such Restricted Person's assets, and (ii) Borrower's and each Guarantor's
capital should be adequate for the businesses in which such Restricted Person is
engaged and intends to be engaged. Neither Borrower nor any Restricted Person
has incurred (whether under the Loan Documents or otherwise), nor does any
Restricted Person intend to incur or believe that it will incur, debts which
will be beyond its ability to pay as such debts mature.

     Section 5.20. Credit Arrangements. The Disclosure Schedule contains a
complete and correct list, as of the date of this Agreement, of each credit
agreement, loan agreement, indenture, purchase agreement, guaranty or other
arrangement providing for or otherwise relating to any Indebtedness or any
extension of credit (or commitment for any extension of credit) to, or guaranty
by, any Restricted Person, or to which any Restricted Person is subject, other
than the Loan Documents, the Revolver Agreement and the "Loan Documents" as
defined therein, and the aggregate principal or face amount outstanding or which
may become outstanding under each such arrangement is correctly described in the
Disclosure Schedule. No Restricted Person is subject to any restriction under
any credit agreement, loan agreement, indenture, purchase agreement, guaranty or
other arrangement providing for or otherwise relating to any Indebtedness

                                       57

or any extension of credit (or commitment for any extension of credit) to, or
guaranty by, any Affiliate, other than another Restricted Person.

                       ARTICLE VI - Affirmative Covenants

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

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

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

          (a) As soon as available, and in any event within ninety (90) days
      after the end of each Fiscal Year (i) complete Consolidated financial
      statements of Plains MLP together with all notes thereto, prepared in
      reasonable detail in accordance with GAAP, together with an unqualified
      opinion, based on an audit using generally accepted auditing standards, by
      PricewaterhouseCoopers LLP, or other independent certified public
      accountants selected by General Partner and acceptable to Majority
      Lenders, stating that such Consolidated financial statements have been so
      prepared and (ii) supporting unaudited consolidating balance sheets and
      statements of income of each other Restricted Person (except for any
      Restricted Person whose financial statements are substantially the same as
      those of Plains MLP). These financial statements shall contain a
      Consolidated and consolidating balance sheet as of the end of such Fiscal
      Year and Consolidated and consolidating statements of earnings for such
      Fiscal Year. Such Consolidated financial statements shall set forth in
      comparative form the corresponding figures for the preceding Fiscal Year.
      In addition, within ninety (90) days after the end of each Fiscal Year
      Plains MLP will furnish a certificate signed by such accountants (i)
      stating that they have read this Agreement, (ii) containing calculations
      showing compliance (or non-compliance) at the end of such Fiscal Year with
      the requirements of Sections 7.11 through 7.14, inclusive, and (iii)
      further stating that in making their examination and reporting on the
      Consolidated financial statements described above they obtained no
      knowledge of any Default existing at the end of such Fiscal Year, or, if
      they did so conclude that a Default existed, specifying its nature and
      period of existence.

          (b) As soon as available, and in any event within forty-five (45) days
      after the end of each of the first three Fiscal Quarters of each Fiscal
      Year (i) Plains MLP's

                                       58

Consolidated balance sheet as of the end of such Fiscal Quarter and Consolidated
statements of Plains MLP's earnings and cash flows for such Fiscal Quarter and
for the period from the beginning of the then current Fiscal Year to the end of
such Fiscal Quarter, and (ii) supporting consolidating balance sheets and
statements of income of each other Restricted Person (except for any Restricted
Person whose financial statements are substantially the same as those of Plains
MLP), all in reasonable detail and prepared in accordance with GAAP, subject to
changes resulting from normal year-end adjustments, and as soon as available,
and in any event within forty-five (45) days after the end of the last Fiscal
Quarter of each Fiscal Year, Plains MLP's unaudited Consolidated balance sheet
as of the end of such Fiscal Quarter and income statement for such Fiscal
Quarter and for the period from the beginning of the current Fiscal Year to the
end of such Fiscal Quarter. In addition Plains MLP will, together with each such
set of financial statements and each set of financial statements furnished under
subsection (a) of this section, furnish a certificate in the form of Exhibit F
signed by the chief financial officer, principal accounting officer or treasurer
of General Partner stating that such financial statements are accurate and
complete in all material respects (subject to normal year-end adjustments),
stating that he has reviewed the Loan Documents, containing calculations showing
compliance (or non-compliance) at the end of such Fiscal Quarter with the
requirements of Sections 7.11 through 7.14, inclusive and stating that no
Default exists at the end of such Fiscal Quarter or at the time of such
certificate or specifying the nature and period of existence of any such
Default.

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

      (d) As soon as available, and in any event within ninety (90) days after
the end of each Fiscal Year, a business and financial plan for Plains MLP (in
form reasonably satisfactory to Administrative Agent), prepared or caused to be
prepared by a senior financial officer thereof, setting forth for the first year
thereof, quarterly financial projections and budgets for Plains MLP, and
thereafter yearly financial projections during the Commitment Period.

      (e) On or about the twenty-sixth (26th) (but no later than the
twenty-eighth (28th)) day of each calendar month (i) a Borrowing Base Report in
the form of Exhibit H duly completed by an authorized officer of General Partner
and conforming with the requirements of Section 2.13, and (ii) a statement
reconciling such report with the Borrowing Base Report delivered on or about the
26th day of the preceding calendar month.

      (f) As soon as available, and in any event within thirty (30) days after
the end of each Fiscal Year, an environmental compliance certificate signed by
the president or chief executive officer of General Partner in the form attached
hereto as Exhibit I. Further, if requested by Administrative Agent, Restricted
Persons shall permit and cooperate with an

                                       59

      environmental and safety review made in connection with the operations of
      Restricted Persons' properties one time during each Fiscal Year, by Pilko
      & Associates, Inc. or other consultants selected by Administrative Agent
      which review shall, if requested by Administrative Agent, be arranged and
      supervised by environmental legal counsel for Administrative Agent, all at
      Restricted Persons' cost and expense. The consultant shall render a verbal
      or written report, as specified by Administrative Agent, based upon such
      review at Restricted Persons' cost and expense and a copy thereof will be
      provided to Restricted Persons.

          (g) Concurrently with the annual renewal of Restricted Persons'
      insurance policies, Restricted Persons shall at their own cost and
      expense, if requested by Administrative Agent in writing, cause a
      certificate or report to be issued by Administrative Agent's professional
      insurance consultants or other insurance consultants satisfactory to
      Administrative Agent certifying that Restricted Persons' insurance for the
      next succeeding year after such renewal (or for such longer period for
      which such insurance is in effect) complies with the provisions of this
      Agreement and the Security Documents.

          (h) As soon as available, and in any event within five (5) Business
      Days after the end of each month, a report on a mark to market basis of
      all Floating Rate Contracts as of the end of such month, and together with
      such report a complete list of all net realized losses on any Floating
      Rate Contracts for the prior twelve months in form satisfactory to
      Administrative Agent.

      Section 6.3. Other Information and Inspections. In each case subject to
the last sentence of this Section 6.3, each Restricted Person will furnish to
each Lender any information which Administrative Agent or any Lender may from
time to time request concerning any covenant, provision or condition of the Loan
Documents or any matter in connection with Restricted Persons' businesses and
operations. In each case subject to the last sentence of this Section 6.3, each
Restricted Person will permit representatives appointed by Administrative Agent
(including independent accountants, auditors, agents, attorneys, appraisers and
any other Persons) to visit and inspect during normal business hours any of such
Restricted Person's property, including its books of account, other books and
records, and any facilities or other business assets, and to make extra copies
therefrom and photocopies and photographs thereof, and to write down and record
any information such representatives obtain, and each Restricted Person shall
permit Administrative Agent or its representatives to investigate and verify the
accuracy of the information furnished to Administrative Agent or any Lender in
connection with the Loan Documents and to discuss all such matters with its
officers, employees and, upon prior notice to Borrower, its representatives.
Without limitation of the foregoing, within one hundred twenty (120) days after
the end of each Fiscal Year, and in addition once during each Fiscal Year, if
requested by Administrative Agent at the instruction of Majority Lenders,
Borrower shall permit commercial financial examiners appointed by Administrative
Agent to conduct a commercial finance examination of the business and assets of
Restricted Persons and in connection with such examination to have full access
to and the right to examine, audit, make abstracts and copies from, and inspect
Restricted Persons' records, files, books of account and all other documents,
instruments and agreements to which a Restricted Person is a party. Borrower
shall pay all

                                       60

reasonable costs and expenses of Administrative Agent associated with any such
examination. Each of the foregoing inspections and examinations shall be made
subject to compliance with applicable safety standards and the same conditions
applicable to any Restricted Person in respect of property of that Restricted
Person on the premises of Persons other than a Restricted Person or an Affiliate
of a Restricted Person, and all information, books and records furnished or
requested to be furnished, or of which copies, photocopies or photographs are
made or requested to be made, all information to be investigated or verified and
all discussions conducted with any officer, employee or representative of any
Restricted Person shall be subject to any applicable attorney-client privilege
exceptions which the Restricted Person determines is reasonably necessary and
compliance with conditions to disclosures under non-disclosure agreements
between any Restricted Person and Persons other than a Restricted Person or an
Affiliate of a Restricted Person and the express undertaking of each Person
acting at the direction of or on behalf of any Lender Party to be bound by the
confidentiality provisions of Section 10.6 of this Agreement.

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

                  (a)  the occurrence of any Material Adverse Change,

                  (b)  the occurrence of any Default,

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

                  (d)  the occurrence of any Termination Event,

                  (e)  Under any Environmental Law, any claim of the Dollar
         Equivalent of $1,000,000 or more, any notice of potential liability
         which might be reasonably likely to exceed such amount, or any other
         material adverse claim asserted against any Restricted Person or with
         respect to any Restricted Person's properties taken as a whole, and

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

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

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Persons will also notify Administrative Agent and Administrative Agent's counsel
in writing at least twenty Business Days prior to the date that any Restricted
Person changes its name or the location of its chief executive office or
principal place of business or the place where it keeps its books and records
concerning the Collateral, furnishing with such notice any necessary financing
statement amendments or requesting Administrative Agent and its counsel to
prepare the same.

         Section 6.5. Maintenance of Properties. Each Restricted Person will
maintain, preserve, protect, and keep all Collateral and all other property used
or useful in the conduct of its business in good condition (ordinary wear and
tear excepted) and in compliance with all applicable Laws, and will from time to
time make all repairs, renewals and replacements needed to enable the business
and operations carried on in connection therewith to be promptly and
advantageously conducted at all times.

         Section 6.6. Maintenance of Existence and Qualifications. Each
Restricted Person will maintain and preserve its existence and its rights and
franchises in full force and effect and will qualify to do business in all
states or jurisdictions where required by applicable Law, except where the
failure so to qualify will not cause a Material Adverse Change.

         Section 6.7. Payment of Trade Liabilities, Taxes, etc. Each Restricted
Person will (a) timely file all required tax returns including any extensions;
(b) timely pay all taxes, assessments, and other governmental charges or levies
imposed upon it or upon its income, profits or property; (c) within one hundred
twenty (120) days after the date such goods are delivered or such services are
rendered, pay all Liabilities owed by it on ordinary trade terms to vendors,
suppliers and other Persons providing goods and services used by it in the
ordinary course of its business; (d) pay and discharge when due all other
Liabilities now or hereafter owed by it, other than royalty payments suspended
in the ordinary course of business; and (e) maintain appropriate accruals and
reserves for all of the foregoing in accordance with GAAP. Each Restricted
Person may, however, delay paying or discharging any of the foregoing so long as
it is in good faith contesting the validity thereof by appropriate proceedings,
if necessary, and has set aside on its books adequate reserves therefor which
are required by GAAP.

         Section 6.8. Insurance. Each Restricted Person shall at all times
maintain insurance for its property in accordance with the Insurance Schedule
which insurance shall be by financially sound and reputable insurers. Each
Restricted Person will maintain any additional insurance coverage as described
in the respective Security Documents. Upon demand by Administrative Agent any
insurance policies covering Collateral shall be endorsed (a) to provide for
payment of losses to Administrative Agent as its interests may appear, (b) to
provide that such policies may not be canceled or reduced or affected in any
material manner for any reason without fifteen days prior notice to
Administrative Agent, and (c) to provide for any other matters specified in any
applicable Security Document or which Administrative Agent may reasonably
require. Each Restricted Person shall at all times maintain insurance against
its liability for injury to persons or property in accordance with the Insurance
Schedule, which insurance shall be by financially sound and reputable insurers.
Without limiting the foregoing, each Restricted Person shall at all time
maintain liability insurance in accordance with the Insurance Schedule.

         Section 6.9. Performance on Borrower's Behalf. If any Restricted Person
fails to pay any taxes, insurance premiums, expenses, attorneys' fees or other
amounts it is required to pay under

                                       62

any Loan Document, Administrative Agent may pay the same after notice of such
payment by Administrative Agent is given to Borrower. Borrower shall immediately
reimburse Administrative Agent for any such payments and each amount paid by
Administrative Agent shall constitute an Obligation owed hereunder which is due
and payable on the date such amount is paid by Administrative Agent.

         Section 6.10. Interest. Borrower hereby promises to each Lender to pay
interest at the Default Rate on all Obligations (including Obligations to pay
fees or to reimburse or indemnify any Lender) which Borrower has in this
Agreement promised to pay to such Lender and which are not paid when due. Such
interest shall accrue from the date such Obligations become due until they are
paid.

         Section 6.11. Compliance with Agreements and Law. Each Restricted
Person will perform all material obligations it is required to perform under the
terms of each indenture, mortgage, deed of trust, security agreement, lease, and
franchise, and each material agreement, contract or other instrument or
obligation to which it is a party or by which it or any of its properties is
bound. Each Restricted Person will conduct its business and affairs in
compliance with all Laws applicable thereto.

         Section 6.12.  Environmental Matters; Environmental Reviews.

         (a) Each Restricted Person will comply in all material respects with
all Environmental Laws now or hereafter applicable to such Restricted Person as
well as all contractual obligations and agreements with respect to environmental
remediation or other environmental matters and shall obtain, at or prior to the
time required by applicable Environmental Laws, all environmental, health and
safety permits, licenses and other authorizations necessary for its operations
and will maintain such authorizations in full force and effect.

         (b) Each Restricted Person will promptly furnish to Administrative
Agent all written notices of violation, orders, claims, citations, complaints,
penalty assessments, suits or other proceedings received by any Restricted
Person or General Partner, or of which it has notice, pending or threatened
against any Restricted Person, the potential liability of which exceeds the
Dollar Equivalent of $1,000,000 or would cause a Material Adverse Change if
resolved adversely against any Restricted Person, by any governmental authority
with respect to any alleged violation of or non-compliance with any
Environmental Laws or any permits, licenses or authorizations in connection with
its ownership or use of its properties or the operation of its business.

         (c) Each Restricted Person will promptly furnish to Administrative
Agent all requests for information, notices of claim, demand letters, and other
notifications, received by any Restricted Person or General Partner in
connection with its ownership or use of its properties or the conduct of its
business, relating to potential responsibility with respect to any investigation
or clean-up of Hazardous Material at any location, the potential liability of
which exceeds the Dollar Equivalent of $1,000,000 or would cause a Material
Adverse Change if resolved adversely against any Restricted Person.

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         Section 6.13. Evidence of Compliance. Subject to the last sentence of
Section 6.3, each Restricted Person will furnish to each Lender at such
Restricted Person's expense all evidence which Administrative Agent from time to
time reasonably requests in writing as to the accuracy and validity of or
compliance with all representations, warranties and covenants made by any
Restricted Person in the Loan Documents, the satisfaction of all conditions
contained therein, and all other matters pertaining thereto.

         Section 6.14. Agreement to Deliver Security Documents. Restricted
Persons will deliver, and will cause each Person, other than Unrestricted
Subsidiaries, in which it owns any capital stock or other equity interest (other
than interests described in clause (d) of the definition of "Permitted
Investments") to deliver, to further secure the Obligations whenever requested
by Administrative Agent in its sole and absolute discretion, deeds of trust,
mortgages, chattel mortgages, security agreements, financing statements and
other Security Documents in form and substance satisfactory to Administrative
Agent for the purpose of granting, confirming, and perfecting first and prior
liens or security interests in any real or personal property now owned or
hereafter acquired by any Restricted Person; provided, with respect to any such
property for which the consent or approval of third parties is required for the
delivery of such Security Documents, Restricted Persons shall not be required to
deliver, or to cause such Person to deliver, such Security Documents with
respect to such property, but shall use their commercially reasonable best
efforts, as determined by Administrative Agent, to deliver, or to cause such
Person to deliver, such Security Documents with respect to such property.
Without limiting the foregoing, each Restricted Person shall be required to
grant a Lien in favor of Administrative Agent for the benefit of Lenders
encumbering such Restricted Person's ownership interest in any Unrestricted
Subsidiary; provided, no Security Document granting any such Lien on such
ownership interest in such Unrestricted Subsidiary shall restrict or limit the
ownership or operation of such Unrestricted Subsidiary except as otherwise
restricted or limited herein.

         Section 6.15. Perfection and Protection of Security Interests and
Liens. Each Restricted Person will from time to time deliver to Administrative
Agent any financing statements, continuation statements, extension agreements
and other documents, properly completed and executed (and acknowledged when
required) by Restricted Persons in form and substance satisfactory to
Administrative Agent, which Administrative Agent requests for the purpose of
perfecting, confirming, or protecting any Liens or other rights in Collateral
securing any Obligations.

         Section 6.16. Bank Accounts; Offset. To secure the repayment of the
Obligations, each Restricted Person hereby grants to each Lender a security
interest, a lien, and a right of offset, each of which shall be in addition to
all other interests, liens, and rights of any Lender at common Law, under the
Loan Documents, or otherwise, and each of which shall be upon and against (a)
any and all moneys, securities or other property (and the proceeds therefrom) of
such Restricted Person now or hereafter held or received by or in transit to any
Lender from or for the account of such Restricted Person, whether for
safekeeping, custody, pledge, transmission, collection or otherwise, (b) any and
all deposits (general or special, time or demand, provisional or final) of such
Restricted Person with any Lender, and (c) any other credits and claims of such
Restricted Person at any time existing against any Lender, including claims
under certificates of deposit. At any time and from time to time during the
continuance of any Event of Default, each Lender is

                                       64

hereby authorized to foreclose upon, or to offset against the Obligations then
due and payable (in either case without notice to any Restricted Person), any
and all items herein above referred to. The remedies of foreclosure and offset
are separate and cumulative, and either may be exercised independently of the
other without regard to procedures or restrictions applicable to the other.

         Section 6.17. Guaranties of Subsidiaries. Each Subsidiary of Plains
MLP, and any other Person, other than Unrestricted Subsidiaries, in which any
Subsidiary of Plains MLP owns any capital stock or other equity interest (other
than interests described in clause (d) of the definition of "Permitted
Investments"), now existing or created, acquired or coming into existence after
the date hereof shall, promptly upon request by Administrative Agent, execute
and deliver to Administrative Agent an absolute and unconditional guaranty of
the timely repayment of the Obligations and the due and punctual performance of
the obligations of Borrower hereunder (in each case for which such Subsidiary is
not a borrower, account party or similar primary and direct obligor), which
guaranty shall be satisfactory to Administrative Agent in form and substance;
provided, with respect to any such Subsidiary or other Person that is not a
Wholly Owned Subsidiary of Plains MLP, for which consent or approval of third
parties is required for the delivery of such guaranty, such Subsidiary or such
other Person shall not be required to deliver such guaranty, but shall use its
commercially reasonable best efforts, as determined by Administrative Agent, to
deliver such guaranty. Notwithstanding any provision contained herein, in no
event shall any Unrestricted Subsidiary be required to execute and deliver any
guaranty for, or in respect of, the Obligations, or any part thereof. Each
Subsidiary of Plains MLP existing on the date hereof shall duly execute and
deliver such a guaranty prior to the making of any Loan hereunder. Plains MLP
will cause each of its Subsidiaries to deliver to Administrative Agent,
simultaneously with its delivery of such a guaranty, written evidence
satisfactory to Administrative Agent and its counsel that such Subsidiary has
taken all corporate, limited liability company or partnership action necessary
to duly approve and authorize its execution, delivery and performance of such
guaranty and any other documents which it is required to execute.

         Section 6.18. Compliance with Agreements. Each Restricted Person shall
observe, perform or comply with any agreement with any Person or any term or
condition of any instrument, if such agreement or instrument is materially
significant to such Restricted Person or to Restricted Persons on a Consolidated
basis or materially significant to any Guarantor, unless any such failure to so
observe, perform or comply is remedied within the applicable period of grace (if
any) provided in such agreement or instrument.

         Section 6.19. Rents. By the terms of the various Security Documents,
certain Restricted Persons are and will be assigning to Administrative Agent,
for the benefit of Lender Parties, all of the "Rents" (as defined therein)
accruing to the property covered thereby. Notwithstanding any such assignments,
so long as no Default has occurred and is continuing, (i) such Restricted
Persons may continue to receive and collect from the payors of such Rents all
such Rents, subject, however, to the Liens created under the Security Documents,
which Liens are hereby affirmed and ratified, and free and clear of such Liens,
use the proceeds of the Rents, and (ii) the Administrative Agent will not notify
the obligors of such Rents or take any other action to cause proceeds thereof to
be remitted to the Administrative Agent. Upon the occurrence of a Default,
Administrative Agent may exercise all rights and remedies granted under the
Security

                                       65

Documents, including the right to obtain possession of all Rents then held by
such Restricted Persons or to receive directly from the payors of such Rents all
other Rents until such time as such Default is no longer continuing. If the
Administrative Agent shall receive any Rent proceeds from any payor at any time
other than during the continuance of a Default, then it shall notify Borrower
thereof and (i) upon request and pursuant to the instructions of Borrower, it
shall, if no Default is then continuing, remit such proceeds to the Borrower and
(ii) at the request and expense of Borrower, execute and deliver a letter to
such payors confirming Restricted Persons' right to receive and collect Rents
until otherwise notified by Administrative Agent. In no case shall any failure,
whether purposed or inadvertent, by Administrative Agent to collect directly any
such Rents constitute in any way a waiver, remission or release of any of its
rights under the Security Documents, nor shall any release of any Rents by
Administrative Agent to such Restricted Persons constitute a waiver, remission,
or release of any other Rents or of any rights of Administrative Agent to
collect other Rents thereafter.

         Section 6.20. Operating Practices. Each Restricted Person shall operate
its business in a manner that is consistent with the policies and procedures
approved by the board of directors of General Partner and in effect on, and
delivered to Administrative Agent and Lenders prior to, the date hereof, and
revisions thereto referred to in the following sentence. Borrower shall review
such policies and procedures at least annually, and shall promptly recommend to
the board of directors of General Partner such revisions to such policies and
procedures as may be recommended by Restricted Persons' or, upon consultation
with Borrower and its consultants and at the request of Administrative Agent,
Administrative Agent's third party consultants, to remedy deficiencies in
internal controls, and Borrower shall promptly provide a report to Lenders
regarding such policies and procedures, including such policies and procedures
which the board of directors of General Partner could adopt and has adopted.

                        ARTICLE VII - Negative Covenants

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

         Section 7.1. Indebtedness. No Restricted Person will in any manner owe
or be liable for Indebtedness except:

         (a)  the Obligations;

         (b)  Indebtedness arising under Hedging Contracts (i) permitted under
Section 7.3 or (ii) consisting of options, swaps, collars and similar
instruments that relate to Petroleum Products and are either referred to in any
of clauses (i) - (iii) of Section 7.15(a) or permitted by Section 7.15(b) or
(c);

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

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         (d) Liabilities with respect to obligations to deliver Petroleum
Products or to render terminaling or storage services in consideration for
advance payments to a Restricted Person provided such delivery or rendering, as
applicable, is to be made within 60 days (or, as to liquefied petroleum gases,
within 365 days) after such payment;

         (e) Indebtedness under the Revolver Agreement, provided that the
principal amount of loans and face amount of letters of credit thereunder at any
one time outstanding (excluding any exposure related to Hedging Contracts
secured in connection therewith) shall not exceed $830,000,000;

         (f) guaranties by any Restricted Person of (i) (A) Liabilities of any
Borrower or Guarantor which are not otherwise prohibited hereunder or (B)
Liabilities of any Wholly-Owned Subsidiary of Plains MLP not constituting
Indebtedness, (ii) trade payables incurred and paid in the ordinary course of
business on ordinary trade terms by (A) any Restricted Person, or (B) any other
Person in which Plains MLP or any Wholly Owned Subsidiary of Plains MLP owns
less than all of such Person's capital stock or other equity interest; provided,
that the outstanding trade payables amount guaranteed at any time under this
clause (B) shall not exceed (1) $50,000,000 minus (2) any outstanding
Investments under clause (f) of the definition of Permitted Investments;

         (g) Indebtedness owing by Plains MLP or any other Restricted Person
under its senior unsecured privately placed or public term Indebtedness (and any
Indebtedness from time to time issued in exchange therefor or from time to time
incurred to repay or otherwise refinance, in whole or part, any Indebtedness
that was incurred pursuant to this clause (g), which Indebtedness is incurred in
compliance with the provisions of clauses (1) through (6) of this clause (g)),
provided:

         (1) such Indebtedness shall not permit mandatory redemption or
         mandatory prepayment by any holder thereof solely at the option of any
         such holder, nor any stated maturity, in each case prior to the last
         maturity date of all Loans, other than any such redemption, prepayment
         or maturity of such Indebtedness which is made with the proceeds of (A)
         all or any portion of other Indebtedness incurred pursuant to this
         clause (g), or (B) any equity issuance of Plains MLP,

         (2) the instrument governing such Indebtedness shall have no covenants
         or other requirements more onerous than the Loan Documents,

         (3) the aggregate outstanding face amount of such Indebtedness, without
         duplication of, or regard for, the amount of any Indebtedness
         theretofore incurred pursuant to this clause (g) which, in whole or
         part, is being repaid or refinanced with the proceeds of Indebtedness
         that is being incurred subsequent thereto pursuant to this clause (g)
         and substantially contemporaneously with such repayment or refinancing,
         as applicable, shall not exceed $400,000,000,

         (4) all of the net proceeds of such originally issued Indebtedness up
         to an aggregate amount of $400,000,000, other than any portion of such
         net proceeds (A) used to pay or

                                       67

         otherwise refinance, in whole or part, Indebtedness incurred pursuant
         to this clause (g), or (B) which permanently replaces any Indebtedness
         incurred pursuant to this clause (g) and theretofore matured or was
         redeemed or paid as permitted by subclause (B) of either clause (1) or
         the final proviso in this Section 7.1(g), shall be used to repay US
         Loans (as defined in the Revolver Agreement) to Borrower outstanding
         under the Revolver Agreement as therein provided or to make
         substantially contemporaneous Permitted Acquisitions,

         (5) upon the receipt of net proceeds from the original issuance of such
         Indebtedness up to an aggregate amount of $400,000,000, other than any
         portion of such net proceeds (A) used to pay or otherwise refinance, in
         whole or part, Indebtedness incurred pursuant to this clause (g), or
         (B) which permanently replaces any Indebtedness incurred pursuant to
         this clause (g) and theretofore matured or was redeemed or paid as
         permitted by subclause (B) of either clause (1) or the final proviso in
         this Section 7.1(g), the US Commitment (as defined in the Revolver
         Agreement) under the Revolver Agreement shall be reduced (as provided
         in the Revolver Agreement) by an amount (the "Commitment Reduction
         Amount") equal to (A) forty percent (40%) of the face amount of such
         Indebtedness, which face amount shall be reduced by an amount equal to
         the net proceeds from such issuance which were used to repay or
         otherwise refinance, in whole or part, Indebtedness incurred pursuant
         to this clause (g), if and to the extent the aggregate face amount is
         less than $350,000,000, or (B) fifty percent (50%) of the face amount
         of such Indebtedness, which face amount shall be reduced by an amount
         equal to the net proceeds from such issuance which were used to repay
         or otherwise refinance, in whole or part, Indebtedness incurred
         pursuant to this clause (g), if and to the extent the aggregate face
         amount of such Indebtedness is equal to or greater than $350,000,000,
         provided, however, such Commitment Reduction Amount shall be reduced by
         an amount equal to $50,000,000, and

         (6) both immediately prior to and immediately following the
         consummation of such offering or incurrence, as applicable, no Default
         or Event of Default shall have occurred and be continuing;

provided, further, each Restricted Person hereby covenants and agrees that it
will not optionally redeem, or make any payment on or with respect to the
optional redemption of, such Indebtedness (or any portion thereof) prior to the
last maturity of all Loans without the written consent of Majority Lenders,
other than any such redemption or payment of such Indebtedness which was made
with the proceeds of (A) all or any portion of other Indebtedness incurred
pursuant to this clause (g) or (B) any equity issuance of Plains MLP; and

         (h) other Indebtedness not to exceed in the aggregate in respect of all
Restricted Persons the principal amount of the Dollar Equivalent of $25,000,000
at any one time outstanding.

         Section 7.2. Limitation on Liens. No Restricted Person will create,
assume or permit to exist (i) any Lien upon any Accounts, inventory, cash or
investment securities which constitute Collateral except (A) Permitted Inventory
Liens, (B) Liens created pursuant to the Security Documents, Liens created
pursuant to the Revolver Agreement, and Liens created pursuant to the

                                       68

"Security Documents" (as such term is defined in the Existing Agreement), (C)
statutory Liens in respect of First Purchase Crude Payables, (D) Liens of the
type described in clause (e) below in connection with any Eligible Margin
Deposit to secure Hedging Contracts permitted under Section 7.1 with the broker
that is the holder of such Eligible Margin Deposit, (E) Liens of the type
described in clauses (a), (c) and (f) below, and (F) any other Liens expressly
permitted to encumber such Collateral under any Security Document covering such
Collateral or (ii) any Lien upon any of the properties or assets other than such
Collateral which it now owns or hereafter acquires except the following (Liens,
to the extent permitted by this Section, herein called "Permitted Liens"):

         (a) Liens created pursuant to this Agreement or the Security Documents,
Liens existing on the date of this Agreement and listed in the Disclosure
Schedule, and Liens created pursuant to the Revolver Agreement or the "Security
Documents" as defined in the Revolver, subject to the terms of the Intercreditor
Agreement.

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

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

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

         (e) Liens under or with respect to accounts with brokers or
counterparties with respect to Hedging Contracts consisting of cash, commodities
or futures contracts, options, securities, instruments, and other like assets
securing only Hedging Contracts permitted under Section 7.1;

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

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

                                       69

         (h) Liens in respect of operating leases and Capital Leases permitted
under Section 7.1;

         (i) Liens upon any property or assets acquired after the date hereof by
a Restricted Person, each of which either (i) existed on such property or asset
before the time of its acquisition and was not created in anticipation thereof,
or (ii) was created solely for the purpose of securing Indebtedness
representing, or incurred to finance, refinance or refund, the cost (including
the cost of construction) of such property or asset; provided that no such Lien
shall extend to or cover any property or asset of a Restricted Person other than
the property or asset so acquired (or constructed) and the Indebtedness secured
thereby is permitted under Section 7.1(h) hereof; and any extension, renewal,
refinancing, refunding or replacement (or successive extensions, renewals,
refinancings, refundings or replacements), in whole or part, of the foregoing,
provided, however, that such Liens shall not cover or secure any additional
Indebtedness, obligations, property or asset;

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

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

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

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

         Section 7.3. Hedging Contracts. No Restricted Person will be a party to
or in any manner be liable on any Hedging Contract, except:

         (a) Hedging Contracts entered into by a Restricted Person with the
purpose and effect of (I) fixing interest rates on a principal amount of
indebtedness of such Restricted Person that is accruing interest at a variable
rate, or (II) applying a variable rate of interest on a principal amount of
indebtedness of such Restricted Person that is accruing interest at a fixed
rate; provided that (i) the aggregate notional amount of such contracts never
exceeds one hundred percent (100%) of the anticipated outstanding principal
balance of the indebtedness to be hedged by such contracts or an average of such
principal balances calculated using a generally accepted method of matching
interest swap contracts to declining principal balances, (ii) the floating rate
index of each such contract generally matches the index used to determine the
floating rates of

                                       70

interest on the corresponding indebtedness to be hedged by such contract and
(iii) each such contract is with a counterparty or has a guarantor of the
obligation of the counterparty who (unless such counterparty is a Lender, a
"Lender" as such term is defined in the Revolver Agreement, or an Affiliate of
any Lender or "Lender" at the time such contract is entered into) at the time
the contract is made has long-term unsecured and unenhanced debt obligations
rated A or A2 or better, respectively, by either Rating Agency or is otherwise
acceptable to Majority Lenders.

         (b) Hedging Contracts entered into by a Canadian Subsidiary (or by a
Restricted Person on behalf of a Canadian Subsidiary) with the purpose and
effect of fixing foreign exchange rates on its reasonably anticipated net
revenues, and not for speculative purposes, provided that (i) no such contract
fixes an exchange rate for a term of more than 5 years, (ii) the aggregate
notional amount of such contracts (determined, in the case of contracts that are
not settled on a monthly basis, by a monthly proration acceptable to
Administrative Agent) for any single month never exceeds (A) ninety percent
(90%) of the reasonably anticipated net revenues to be hedged by such contracts
plus (B) one hundred percent (100%) of the anticipated outstanding principal
balance of the indebtedness to be hedged by such contracts, and (iii) each such
contract is with a counterparty or has a guarantor of the obligation of the
counterparty who (unless such counterparty is a Lender, a "Lender" as such term
is defined in the Revolver Agreement, or an Affiliate of a Lender or "Lender" at
the time such contract is entered into) at the time the contract is made has
long-term unsecured and unenhanced debt obligations rated A or A2 or better,
respectively, by either Rating Agency or is otherwise acceptable to Majority
Lenders.

         (c) Hedging Contracts relating to heating oil used to hedge price risk
for fuel requirements of the truck fleet of a Restricted Person in the ordinary
course of business.

         Section 7.4. Limitation on Mergers, Issuances of Securities. Except as
expressly provided in this section, no Restricted Person will (a) enter into any
transaction of merger or consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), (b) acquire any
business or property from, or capital stock of, or be a party to any acquisition
of, any Person except for purchases of inventory and other property to be sold
or used in the ordinary course of business and Investments permitted under
Section 7.7 hereof or (c) sell, transfer, lease, exchange, alienate or otherwise
dispose of, in one transaction or a series of transactions, any part of its
business or property, whether now owned or hereafter acquired, except for sales
or transfers not prohibited by under Section 7.5 hereof. Any Person, other than
Borrower, that is a Subsidiary of a Restricted Person may, however, be merged
into or consolidated with (i) another Subsidiary of such Restricted Person, so
long as (A) neither is a Guarantor, or (B) a Guarantor is the surviving business
entity, (ii) such Restricted Person, so long as such Restricted Person is the
surviving business entity, or (iii) any other Person pursuant or incidental to,
or in connection with, any contemporaneous or substantially contemporaneous
Permitted Acquisition, provided that such merging or consolidating Subsidiary
(1) is not Borrower, Guarantor or a Wholly Owned Subsidiary of Plains MLP, other
than a Wholly Owned Subsidiary that was formed, acquired or created solely for
purposes of such acquisition or otherwise conducted no operations and owned no
assets, other than of an inconsequential amount and (2) does not own any
Collateral. Plains MLP will not issue any securities other than (i)

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limited partnership interests and any options or warrants giving the holders
thereof only the right to acquire such interests, (ii) general partnership
interests to General Partner, and (iii) debt securities permitted by Section
7.1(g). No Subsidiary of Plains MLP will issue any additional shares of its
capital stock, partnership interests or other securities or any options,
warrants or other rights to acquire such additional shares, partnership
interests or other securities, except a Subsidiary of a Restricted Person may
issue additional shares, partnership interests or other securities (i) to
Persons so long as such Restricted Person's and Plains MLP's aggregate ownership
in such issuing Subsidiary is not diminished after giving effect thereto, or
(ii) to any other Person pursuant or incidental to, or in connection with, any
contemporaneous or substantially contemporaneous Permitted Acquisition, provided
that such issuing Subsidiary (1) is not Borrower, Guarantor or a Wholly Owned
Subsidiary of Plains MLP, other than a Wholly Owned Subsidiary that was formed,
acquired or created solely for purposes of such acquisition or otherwise
conducted no operations and owned no assets, other than of an inconsequential
amount and (2) does not own any Collateral. Notwithstanding the foregoing,
Plains Marketing Canada, L.P. may issue limited partner interests to CanPet
Energy Group (USA), Inc. or CanPet Energy Group Inc., provided, such limited
partner interests shall:

                  (i)   pay no cash dividend nor entitle the holder thereof to
         any cash distribution, except upon dissolution (provided that the
         foregoing shall not prevent the accrual of any such dividends or
         distributions);

                  (ii)  not entitle the holder thereof to any right to manage or
         control Plains Marketing Canada, L.P. or vote with respect thereto; and

                  (iii) not be redeemable or exchangeable by the holder thereof
         for cash or callable or subject to a put option for cash at the option
         of any such holder.

         Section 7.5. Limitation on Sales of Property. No Restricted Person will
sell, transfer, lease, exchange, alienate or dispose of any Collateral or any of
its material assets or properties or any material interest therein except:

         (a)      equipment which is worthless or obsolete or no longer
necessary or useful to the proper conduct of its business or which is replaced
by equipment of equal suitability and value;

         (b)      inventory (including pipeline linefill) which is sold in the
ordinary course of business on ordinary trade terms;

         (c)      in other property which is sold for fair consideration not in
the aggregate in excess of the Dollar Equivalent of $10,000,000 in any Fiscal
Year, the sale of which will not materially impair or diminish the value of the
Collateral or any Restricted Person's financial condition, business or
operations;

         (d)      in exchange for other property; provided that (i) such
exchange is for fair consideration, (ii) the property to be acquired in such
exchange constitutes a Permitted Acquisition, (iii) the fair market value of
such property being exchanged is not in the aggregate in excess of the Dollar
Equivalent of $25,000,000 in any Fiscal Year, as reasonably determined by

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Borrower (any such determination in excess of $10,000,000 being determined in
good faith by certified resolution of the board of directors of the corporate
general partner of Borrower and subject to, at Administrative Agent's reasonable
request, confirmation by appraisal), and (iv) such exchange will not materially
impair or diminish the value of the Collateral or any Restricted Person's
financial condition, business or operations; and

         (e) sales or transfers, subject to the Security Documents, by a Person
(other than Borrower) that is a Subsidiary of a Restricted Person to such
Restricted Person or to a Wholly Owned Subsidiary of such Restricted Person that
is a Guarantor.

No Restricted Person will sell, transfer or otherwise dispose of capital stock
of or interest in any of its Subsidiaries except (i) to Plains MLP or a Wholly
Owned Subsidiary of Plains MLP or (ii) to any other Person pursuant or
incidental to, or in connection with, any contemporaneous or substantially
contemporaneous Permitted Acquisition, provided that such Subsidiary whose
capital stock or interests are being transferred (1) is not Borrower, Guarantor
or a Wholly Owned Subsidiary of Plains MLP, other than a Wholly Owned Subsidiary
that was formed, acquired or created solely for purposes of such acquisition or
otherwise conducted no operations and owned no assets, other than of an
inconsequential amount and (2) does not own any Collateral; provided, in the
event any limited partner interests issued by Plains Marketing Canada, L.P. to
CanPet Energy Group (USA), Inc. or CanPet Energy Group Inc. pursuant to Section
7.4 are exchanged for units issued by Plains MLP, Lenders hereby consent to the
contribution by Plains MLP to Borrower of any and all such partnership
interests. No Restricted Person will discount, sell, pledge or assign any notes
payable to it, accounts receivable or future income. So long as no Default then
exists, Administrative Agent will, at Borrower's request and expense, execute a
release, satisfactory to Borrower and Administrative Agent, of any Collateral so
sold, transferred, leased, exchanged, alienated or disposed of pursuant to the
clause (a), (c) or (d) of this Section.

         Section 7.6. Limitation on Dividends and Redemptions. No Restricted
Person will declare or pay any dividends on, or make any other distribution in
respect of, any class of its capital stock or any partnership, limited liability
company or other interest in it, nor will any Restricted Person directly or
indirectly purchase, redeem, acquire or retire (or make any capital contribution
to purchase, redeem, acquire or retire) any shares of the capital stock of or
partnership or limited liability company interests in any Restricted Person
(whether such interests are now or hereafter issued, outstanding or created), or
cause or permit any reduction or retirement of the capital stock of any
Restricted Person, while any Loan or any Commitment is outstanding.
Notwithstanding the foregoing, but subject to Section 7.5, (i) Subsidiaries of
Plains MLP, Borrower, or of any Guarantor shall not be restricted, directly or
indirectly, from declaring and paying dividends or making any other
distributions to Plains MLP, Borrower, or any such Guarantor, respectively, (ii)
no Restricted Person shall be restricted from making capital contributions of
any nature to a Wholly Owned Subsidiary of such Restricted Person that is a
Guarantor, and (iii) so long as no Default or Event of Default has occurred and
is continuing or would result therefrom, Plains MLP shall not be restricted from
(A) distributing Available Cash (other than amounts required to be applied as
otherwise required in any Loan Document) to its partners in accordance with the
Partnership Agreement or (B) purchasing its partnership units on the open market
in connection with the Incentive and Option Plans.

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         Section 7.7. Limitation on Investments and New Businesses. No
Restricted Person will (a) make any expenditure or commitment or incur any
obligation or enter into or engage in any transaction except in the ordinary
course of business, (b) engage directly or indirectly in any business or conduct
any operations except in connection with or incidental to its present businesses
and operations, (c) make any acquisitions of or capital contributions to or
other Investments in any Person, other than Permitted Investments and Permitted
Acquisitions, or (d) make any acquisitions of properties other than Permitted
Acquisitions. All transactions permitted under the foregoing subsections (a)
through (d), inclusive, are subject to Section 7.5.

         Section 7.8. Limitation on Credit Extensions. Except for Permitted
Investments and Hedging Contracts permitted under Section 7.3(b) hereof, no
Restricted Person will extend credit, make advances or make loans other than
normal and prudent extensions of credit to customers buying goods and services
in the ordinary course of business or to another Restricted Person in the
ordinary course of business, which extensions shall not be for longer periods
than those extended by similar businesses operated in a normal and prudent
manner.

         Section 7.9. Transactions with Affiliates. No Restricted Person will
engage in any material transaction with any of its Affiliates except: (a)
transactions among Plains MLP and Wholly Owned Subsidiaries of Plains MLP,
subject to the other provisions of this Agreement, (b) transactions governed by
the Affiliate Agreements, and (c) transactions entered into in the ordinary
course of business of such Restricted Person on terms which are no less
favorable to such Restricted Person than those which would have been obtainable
at the time in arm's-length transactions with Persons other than such
Affiliates.

         Section 7.10. Prohibited Contracts. Except as expressly provided for in
the Loan Documents and as described in the Disclosure Schedule or pursuant to a
Restriction Exception, the substance of which, in detail satisfactory to
Administrative Agent, is promptly reported to Administrative Agent, no
Restricted Person will, directly or indirectly, enter into, create, or otherwise
allow to exist any contract or other consensual restriction on the ability of
any Subsidiary of Plains MLP, including but not limited to Borrower and any
Subsidiary of Borrower to: (a) pay dividends or make other distributions to
Borrower or Plains MLP, (b) redeem equity interests held in it by Borrower or
Plains MLP, (c) repay loans and other indebtedness owing by it to Borrower or
Plains MLP, or (d) transfer any of its assets to Borrower or Plains MLP. No
Restricted Person will enter into any "take-or-pay" contract or other contract
or arrangement for the purchase of goods or services which obligates it to pay
for such goods or service regardless of whether they are delivered or furnished
to it other than contracts for pipeline capacity or for services in either case
reasonably anticipated to be utilized in the ordinary course of business. No
Restricted Persons will amend, modify or release any of the Affiliate
Agreements. No Restricted Person will amend or permit any amendment to any
contract or lease which releases, qualifies, limits, makes contingent or
otherwise detrimentally affects the rights and benefits of Administrative Agent
or any Lender under or acquired pursuant to any Security Documents. No ERISA
Affiliate will incur any obligation to contribute to any "multiemployer plan" as
defined in Section 4001 of ERISA that is subject to Title IV of ERISA.

         Section 7.11. Current Ratio. The ratio of (i) the sum of Plains MLP's
Consolidated current assets plus the Revolver Availability to (ii) Plains MLP's
Consolidated current liabilities

                                       74

will never be less than 1.0 to 1.0. For purposes of this section, Plains MLP's
Consolidated current liabilities will be calculated without including (a) any
payments of principal on the Notes or on the notes or banker's acceptances under
the Revolver Agreement which are required to be repaid within one year from the
time of calculation and (b) all Liabilities arising under permitted Hedging
Contracts.

         Section 7.12. Debt Coverage Ratio. (a) At the end of any Fiscal
Quarter, (b) on any date on which General Partner declares a distribution
permitted under Section 7.6 and (c) on the date of any Permitted Acquisition,
both immediately prior to and after giving effect to the consummation thereof,
the Debt Coverage Ratio will not be greater than:

                  (i)   prior to the Equilon Acquisition Closing Date:
         4.00 to 1;

                  (ii)  on and after the Equilon Acquisition Closing Date but
         prior to the Private/Public Debt Issuance Date: (I) 5.00 to 1, in the
         case of any determination during the period from the Equilon
         Acquisition Closing Date through and including March 30, 2003, and (II)
         4.00 to 1, in the case of any determination thereafter;

                  (iii) on and after the Equilon Acquisition Closing Date and on
         and after the Private/Public Debt Issuance Date: 5.25 to 1; and, in
         addition, the Secured Debt Coverage Ratio will not be greater than 4.00
         to 1.

As used herein, "Debt Coverage Ratio" means the ratio of (a) Consolidated Funded
Indebtedness to (b) Consolidated EBITDA, and "Secured Debt Coverage Ratio" means
the ratio of (a) Consolidated Secured Indebtedness to (b) Consolidated EBITDA,
in each case for the four Fiscal Quarter period (or other period specified
below) most recently ended prior to the date of determination for which
financial statements contemplated by Section 6.2(a) or (b) are available to
Borrower; provided, for purposes of this Section 7.12, if, since the beginning
of the four Fiscal Quarter period ending on the date for which Consolidated
EBITDA is determined, any Restricted Person shall have made any asset
disposition or acquisition, shall have consolidated or merged with or into any
Person (other than another Restricted Person), or shall have made any
disposition or acquisition of a Restricted Person or disposition or acquisition
of any partial ownership interest in any other Person, Consolidated EBITDA shall
be calculated giving pro forma effect thereto as if the disposition,
acquisition, consolidation or merger had occurred on the first day of such
period; provided, with respect to any Person not constituting a Subsidiary of
Plains MLP, such pro forma calculation of Consolidated EBITDA, with respect to
any such Person, shall be limited to not more than 75% of (i) such Restricted
Person's ownership interest in such Person times (ii) the difference of such
Person's (A) Consolidated EBITDA minus (B) Interest Expense and capital
expenditures. Such pro forma effect shall include adjustments with respect to
management fees previously distributed with respect to the assets subject to the
acquisition by Borrower and Plains Marketing Canada LP of all or substantially
all of the assets of CanPet Energy Group (USA) Inc. and CanPet Energy Group,
Inc., respectively and the acquisition of the remaining 50% of the Manito
Pipeline in mid calendar year 2000, and shall otherwise be determined (i) in
good faith by the chief financial officer of Borrower, and (ii) without giving
effect to any anticipated or proposed change in operations, revenues, expenses
or other items included in the computation of Consolidated EBITDA, except (1)
cost reductions

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specifically identified at the time of disposition, acquisition, consolidation
or merger that are attributable to personnel reductions, non-recurring
maintenance and environmental costs and allocated corporate overhead, (2) not
more than fifty percent (50%) of Consolidated EBITDA from Plains Terminals that
are dedicated to commercial activities of the subject assets, or (3) with the
consent of Majority Lenders.

     Section 7.13. Interest Coverage Ratio. The ratio of (a) Consolidated EBITDA
to (b) Interest Expense for each four Fiscal Quarter period ending on or after
March 31, 2001 will not be less than 2.75 to 1.0.

     Section 7.14. Debt to Capital Ratio. The ratio of (a) all Consolidated
Funded Indebtedness to (b) the sum of Consolidated Funded Indebtedness plus
Consolidated Net Worth will never be greater than:

            (i)  prior to the Equilon Acquisition Closing Date: 0.70 to 1 at any
     time prior to and including December 31, 2002, and 0.65 to 1 at any time
     thereafter; and

            (ii) on and after the Equilon Acquisition Closing Date: 0.70 to 1 at
     any time prior to and including March 30, 2003, and 0.65 to 1 at any time
     thereafter.

     Section 7.15. Open Position; Certain Permitted Financial Instruments; NYMEX
Transactions.

     (a)    Open Position. No Restricted Person shall at any time have any Open
Positions; provided, however, that a Restricted Person may have:

            (i)  Physical inventories of Petroleum Products (A) consisting of
     tank bottoms and pipeline linefill requirements, in each case classified as
     a long-term asset, (B) working inventory of up to (i) 1,400,000 barrels
     prior to the Equilon Acquisition Closing Date and (ii) 1,600,000 barrels on
     and after the Equilon Acquisition Closing Date in the aggregate at any
     time, (C) excess inventory of up to 200,000 barrels in the aggregate at any
     time resulting from crude gathering receipts in excess of scheduled
     quantities, provided that such Restricted Person shall establish an
     Offsetting Position with respect to such quantities within five business
     days following identification of such inventory, but in any event not later
     than the 20/th/ day following the month in which such excess volumes were
     received and (D) Hedged Eligible Inventory.

            (ii) Floating Price Contracts to purchase or sell Petroleum Products
     in the Current Trading Month; provided that, such Floating Price Contracts
     either (A) have an Offsetting Position by the 26th day of the month
     preceding the month of receipt or delivery, or (B) are scheduled to be
     stored at a Plains Terminal or in pipelines Currently Approved by Majority
     Lenders and are hedged in the delivery month with NYMEX contracts; and
     further provided that such Floating Price Contracts relating to the sale of
     Petroleum Products for the Current Trading Month do not exceed purchases by
     more than 15,000 barrels per day.

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            (iii) Floating Price Contracts to purchase or sell Petroleum
     Products to be received or delivered after the Current Trading Month, but
     within the twelve months following the Current Trading Month provided that
     (A) such contracts are at the then market price and (B) at any point in
     time the sum of (x) net realized losses relating to such contracts within
     the preceding twelve months (excluding Physically Covered Near Term
     Floating Price Contract Losses) and (y) mark to market exposure relating to
     such contracts (excluding aggregate mark to market exposure of up to the
     Dollar Equivalent of $20,000,000 relating to Near Term Floating Price
     Contracts) does not, at any time, exceed the Dollar Equivalent of
     $12,500,000.

As used herein, "Current Trading Month" means (i) with respect to the first
twenty-five days of any calendar month, the next following calendar month and
(ii) with respect to the period from the 26/th/ day of a calendar month through
the last day of such month, the second calendar month next following such month
(for example, for the period from January 26/th/ through February 25/th/, the
Current Trading Month is March), "Floating Price Contract" means (i) a purchase
or sale contract based upon a daily index such as a posted price or NYMEX price
from time to time in effect during the delivery month and (ii) a NYMEX spread
transaction in which the length of time between the offsetting purchase and sale
obligations do not exceed fourteen months, "Physically Covered Near Term
Floating Price Contract Losses" means net realized losses incurred in the
Current Trading Month with respect to Near Term Floating Price Contracts entered
into prior to such Current Trading Month, for which the Company expects to have
an offsetting physical position in the delivery month originally specified in
such Near Term Floating Price Contract, and "Near Term Floating Price Contract"
means (A) Floating Price Contracts within the First Trading Month following the
Current Trading Month, covering volumes up to 60% of projected crude gathering
receipts for crude under 30-day evergreen floating price contracts for the First
Trading Month; and (B) Floating Price Contracts within the Second Trading Month
following the Current Trading Month, covering volumes up to 40% of projected
crude gathering receipts for crude under 30-day evergreen floating price
contracts for the Second Trading Month. Using the same example as that used for
Current Trading Month, the First Trading Month following the Current Trading
Month for the same period is April and the Second Trading Month following the
Current Trading Month for the same period is May.

     (b)    Certain Permitted Financial Instruments. No Restricted Person will
write (i.e. sell) or otherwise participate in any swap, collar or similar
agreement relating to Petroleum Products, or write (i.e. sell) any option, in
each case without regard to NYMEX contracts, unless, with respect thereto, (i)
such Restricted Person has an Offsetting Position, and (ii) if the nature of the
swap, collar or similar agreement obligates, by its terms, the counterparty to
perform obligations thereunder in favor of a Restricted Person, such
counterparty (or guarantor to the obligations of such counter-party) at the time
such financial instrument is made (A) has one or more long term unsecured and
unenhanced debt obligations rated A or A2 or better, respectively, by either
Rating Agency, or (B) is a Lender, a "Lender" as such term is defined in the
Revolver Agreement, or an Affiliate of a Lender or "Lender", or (C) is listed in
the Disclosure Schedule.

     (c)    NYMEX Transactions. No Restricted Person will enter in to any NYMEX
contracts that are time-spread positions to each other, except (i) in the case
where the sale obligation is in the future month of the purchase obligation,
where both (A) the length of time

                                       77

between the purchase and sale contracts does not exceed sixty months and (B) the
volume does not in the aggregate exceed 50% of the Plains Terminals' storage
capacity and (ii) in the case where the purchase obligation is in the future
month of the sale obligation, where the length of time between the sale and
purchase contracts does not exceed fourteen months. No Restricted Person will
convert a NYMEX position to a physical position by way of an "exchange for
physicals" or an "alternative delivery procedure"unless the credit extended in
connection with such physical position would comply with the credit requirements
of the definition of "Approved Eligible Receivables".

     Section 7.16. Redelivery of Borrowing Base Report. If any contract gives
rise to an "Eligible Receivable" that is reflected in a Borrowing Base Report
representing the obligation to deliver Petroleum Products in the month next
succeeding the month in which the Borrowing Base Report is delivered, and such
contract is modified, sold or exchanged in any way that would negatively affect
the Borrowing Base, then Borrower shall immediately (i) deliver to
Administrative Agent a revised Borrowing Base Report satisfactory to
Administrative Agent, which Administrative Agent shall thereafter furnish to
Lenders, and (ii) make any prepayment as may be required under Section 2.6
resulting from such reduced Borrowing Base.

     Section 7.17. Unrestricted Subsidiaries. Plains MLP or any Wholly Owned
Subsidiary of Plains MLP may designate one or more direct Subsidiaries that are
not Borrower or Guarantors (each such Subsidiary, and each of its Subsidiaries,
each an "Unrestricted Subsidiary"), which Unrestricted Subsidiaries shall be
subject to the following:

     (a)   No Unrestricted Subsidiary shall be deemed to be a "Restricted
           Person" or a "Subsidiary" of Plains MLP for purposes of this
           Agreement or any other Loan Document, and no Unrestricted Subsidiary
           shall be subject to or included within the scope of any provision
           herein or in any other Loan Document, including without limitation
           any representation, warranty, covenant or Event of Default herein or
           in any other Loan Document, except as set forth in this Section 7.17.

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

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

     (d)   No Restricted Person shall make any Investment in any Unrestricted
           Subsidiary pursuant to clause(g) of the definition of "Permitted
           Investment" except in connection with the capitalization of an
           Unrestricted Subsidiary to consummate a

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           proposed acquisition, disclosed to Administrative Agent in writing,
           of (1) the acquisition of the capital stock or other equity interest
           in a Person whose business, assets and operations consist of
           Petroleum Products and/or gas marketing, gathering, transportation,
           storage, terminaling and pipeline operation; provided, if a
           Restricted Person acquires less than all of the capital stock or
           other equity interest acquired, such business, assets and operations
           shall consist of transportation, storage, terminaling and/or pipeline
           operations and associated gathering assets, or (2) the acquisition of
           all or a portion of a line of business or the business, assets or
           operations of a Person (whether in a single transaction or a series
           of related transactions) consisting of Petroleum Products and/or gas
           marketing, gathering, transportation, storage, terminaling and
           pipeline operation; provided, if a Restricted Person acquires less
           than all of the ownership interest of the business, assets or
           operations acquired, such business, assets and operations shall
           consist of transportation, storage, terminaling and/or pipeline
           operations and associated gathering assets; provided, further, the
           aggregate amount of any such Permitted Investments in such
           Unrestricted Subsidiary in excess of the purchase price and
           associated acquisition costs relating to such acquisition shall,
           promptly following the consummation of such acquisition, be
           distributed back to such investing Restricted Person. In the event
           such Unrestricted Subsidiary shall fail to timely consummate such
           specified acquisition or such specified acquisition shall otherwise
           be abandoned, such Unrestricted Subsidiary shall be deemed to be a
           "Subsidiary" of Plains MLP for purposes of this Agreement and shall
           be subject to the terms and conditions hereof.

     (e)   Restricted Persons shall notify each Lender Party, not later than
           five (5) Business Days after any executive officer of Restricted
           Persons has knowledge of, under any Environmental Law, any claim of
           the Dollar Equivalent of $1,000,000 or more, any notice of potential
           liability which might be reasonably likely to exceed such amount, or
           any other material adverse claim thereunder asserted against any
           Unrestricted Subsidiary or with respect to any Unrestricted
           Subsidiary's properties, stating that such notice is being given
           pursuant to this Section 7.17.

The board of directors of the corporate general partner of the Borrower may
designate any Unrestricted Subsidiary to become a Restricted Person if a Default
or Event of Default is not continuing, such designation would not result in a
Default or an Event of Default, and immediately thereafter such Subsidiary has
no outstanding Indebtedness. Immediately thereafter, Borrower shall promptly
notify the Administrative Agent of such designation and provide to it an
officer's certificate that such designation was made in compliance with this
Section 7.17.

     Section 7.18. Certain Permitted Guaranties. Notwithstanding anything
contained in any Loan Document, no Restricted Person shall be prohibited from
guaranteeing (a) any Liability of any Borrower or Guarantor or (b) any Liability
of any Wholly-Owned Subsidiary of Plains MLP that does not constitute
Indebtedness, if the incurrence of such Liability by such primary obligor shall
not otherwise be prohibited hereunder.

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                  ARTICLE VIII - Events of Default and Remedies

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

     (a) Any Restricted Person fails to pay the principal component of any Loan
or any reimbursement obligation with respect to any Letter of Credit when due
and payable, whether at a date for the payment of a fixed installment or as a
contingent or other payment becomes due and payable or as a result of
acceleration or otherwise;

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

     (c) Any event defined as a "default" or "event of default" in any Loan
Document occurs, and the same is not remedied within the applicable period of
grace (if any) provided in such Loan Document;

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

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

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

     (g) Any Restricted Person shall default in the payment when due of any
principal of or interest on any of its other Indebtedness in excess of the
Dollar Equivalent of $2,500,000 in the aggregate (other than Indebtedness the
validity of which is being contested in good faith by appropriate proceedings
and for which adequate reserves with respect thereto are maintained on the books
of such Restricted Person in accordance with GAAP), or any event specified in
any note, agreement, indenture or other document evidencing or relating to any
such Indebtedness shall occur if the effect of such event is to cause, or (with
the giving of any notice or the lapse of time or both) to permit the holder or
holders of such Indebtedness (or a trustee or agent on behalf of such holder or
holders) to cause, such Indebtedness to become due, or to be prepaid in full
(whether by redemption, purchase, offer to purchase or otherwise), prior to its
stated maturity;

     (h) Either (i) any "accumulated funding deficiency" (as defined in Section
412(a) of the Code) in excess of $500,000 exists with respect to any ERISA Plan,
whether or not waived by

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the Secretary of the Treasury or his delegate, or (ii) any Termination Event
occurs with respect to any ERISA Plan and the then current value of such ERISA
Plan's benefit liabilities exceeds the then current value of such ERISA Plan's
assets available for the payment of such benefit liabilities by more than
$500,000 (or in the case of a Termination Event involving the withdrawal of a
substantial employer, the withdrawing employer's proportionate share of such
excess exceeds such amount);

         (i) GP LLC or General Partner or any Restricted Person:

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

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

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

                  (iv)  has entered against it the appointment of or taking
         possession by a receiver, liquidator, assignee, custodian, trustee,
         sequestrator or similar official of any part of the Collateral of a
         value in excess of the Dollar Equivalent of $2,500,000 in a proceeding
         brought against or initiated by it, and such appointment or taking
         possession is neither made ineffective nor discharged within sixty days
         after the making thereof, or such appointment or taking possession is
         at any time consented to, requested by, or acquiesced to by it; or

                  (v)   has entered against it a final judgment for the payment
         of money in excess of the Dollar Equivalent of $2,500,000 (in each case
         not covered by insurance satisfactory to Administrative Agent in its
         discretion), unless the same is stayed or discharged within thirty days
         after the date of entry thereof or an appeal or appropriate proceeding
         for

                                       81

         review thereof is taken within such period and a stay of execution
         pending such appeal is obtained; or

                  (vi) suffers a writ or warrant of attachment or any similar
         process to be issued by any Tribunal against all or any substantial
         part of its assets or any part of the Collateral of a value in excess
         of the Dollar Equivalent of $2,500,000, and such writ or warrant of
         attachment or any similar process is not stayed or released within
         thirty days after the entry or levy thereof or after any stay is
         vacated or set aside;

         (j) GP LLC or General Partner shall default in the payment when due of
any principal of or interest on any of its Indebtedness in excess of $1,000,000
in the aggregate, or any event specified in any note, agreement, indenture or
other document evidencing or relating to any such Indebtedness shall occur if
the effect of such event is to cause, or (with the giving of any notice or the
lapse of time or both) to permit the holder or holders of such Indebtedness (or
a trustee or agent on behalf of such holder or holders) to cause, such
Indebtedness to become due, or to be prepaid in full (whether by redemption,
purchase, offer to purchase or otherwise), prior to its stated maturity;

         (k) Any Change in Control occurs; or

         (l) Any Material Market Open Position Loss occurs.

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

         Section 8.2. Remedies. If any Default shall occur and be continuing,
each Lender Party may protect and enforce its rights under the Loan Documents by
any appropriate proceedings, including proceedings for specific performance of
any covenant or agreement contained in any Loan Document, and each Lender Party
may enforce the payment of any Obligations due it or enforce any other legal or
equitable right which it may have. All rights, remedies and powers

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conferred upon Lender Parties under the Loan Documents shall be deemed
cumulative and not exclusive of any other rights, remedies or powers available
under the Loan Documents or at Law or in equity.

                        ARTICLE IX - Administrative Agent

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

         Section 9.2. Exculpation, Administrative Agent's Reliance, Etc. Neither
Administrative Agent nor any of its directors, officers, agents, attorneys, or
employees shall be liable for any action taken or omitted to be taken by any of
them under or in connection with the Loan Documents, INCLUDING THEIR NEGLIGENCE
OF ANY KIND, except that each shall be liable for its own gross negligence or
willful misconduct. Without limiting the generality of the foregoing,
Administrative Agent (a) may treat the payee of any Note as the holder thereof
until Administrative Agent receives written notice of the assignment or transfer
thereof in accordance with this Agreement, signed by such payee and in form
satisfactory to Administrative Agent; (b) may consult with legal counsel
(including counsel for Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (c) makes no warranty or representation to any other
Lender Party and shall not be responsible to any other Lender Party for any
statements, warranties or representations made in or in connection with the Loan
Documents; (d) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of the
Loan Documents

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on the part of any Restricted Person or to inspect the property (including the
books and records) of any Restricted Person; (e) shall not be responsible to any
other Lender Party for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of any Loan Document or any instrument or
document furnished in connection therewith; (f) may rely upon the
representations and warranties of each Restricted Person or Lender Party in
exercising its powers hereunder; and (g) shall incur no liability under or in
respect of the Loan Documents by acting upon any notice, consent, certificate or
other instrument or writing (including any facsimile, telegram, cable or telex)
believed by it to be genuine and signed or sent by the proper Person or Persons.

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

         Section 9.4. Indemnification. Each Lender agrees to indemnify
Administrative Agent (to the extent not reimbursed by Borrower within ten (10)
days after demand) from and against such Lender's Percentage Share of any and
all liabilities, obligations, claims, losses, damages, penalties, fines,
actions, judgments, suits, settlements, costs, expenses or disbursements
(including reasonable fees of attorneys, accountants, experts and advisors) of
any kind or nature whatsoever (in this section collectively called "liabilities
and costs") which to any extent (in whole or in part) may be imposed on,
incurred by, or asserted against Administrative Agent growing out of, resulting
from or in any other way associated with any of the Collateral, the Loan
Documents and the transactions and events (including the enforcement thereof) at
any time associated therewith or contemplated therein (whether arising in
contract or in tort or otherwise and including any violation or noncompliance
with any Environmental Laws by any Person or any liabilities or duties of any
Person with respect to Hazardous Materials found in or released into the
environment).

The foregoing indemnification shall apply whether or not such liabilities and
costs are in any way or to any extent owed, in whole or in part, under any claim
or theory of strict liability or caused, in whole or in part, by any negligent
act or omission of any kind by Administrative Agent,

provided only that no Lender shall be obligated under this section to indemnify
Administrative Agent for that portion, if any, of any liabilities and costs
which is proximately caused by Administrative Agent's own individual gross
negligence or willful misconduct, as determined in a final judgment. Cumulative
of the foregoing, each Lender agrees to reimburse Administrative Agent promptly
upon demand for such Lender's Percentage Share of any costs and expenses to be
paid to Administrative Agent by Borrower under Section 10.4(a) to the extent
that

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Administrative Agent is not timely reimbursed for such expenses by Borrower as
provided in such section. As used in this section the term "Administrative
Agent" shall refer not only to the Person designated as such in Section 1.1 but
also to each director, officer, agent, attorney, employee, representative and
Affiliate of such Person.

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

         Section 9.6. Sharing of Set-Offs and Other Payments. Each Lender Party
agrees that if it shall, whether through the exercise of rights under Security
Documents or rights of banker's lien, set off, or counterclaim against Borrower
or otherwise, obtain payment of a portion of the aggregate Obligations owed to
it which, taking into account all distributions made by Administrative Agent
under Section 3.1, causes such Lender Party to have received more than it would
have received had such payment been received by Administrative Agent and
distributed pursuant to Section 3.1, then (a) it shall be deemed to have
simultaneously purchased and shall be obligated to purchase interests in the
Obligations as necessary to cause all Lender Parties to share all payments as
provided for in Section 3.1, and (b) such other adjustments shall be made from
time to time as shall be equitable to ensure that Administrative Agent and all
Lender Parties share all payments of Obligations as provided in Section 3.1;
provided, however, that nothing herein contained shall in any way affect the
right of any Lender Party to obtain payment (whether by exercise of rights of
banker's lien, set-off or counterclaim or otherwise) of indebtedness other than
the Obligations. Borrower expressly consents to the foregoing arrangements and
agrees that any holder of any such interest or other participation in the
Obligations, whether or not acquired pursuant to the foregoing arrangements, may
to the fullest extent permitted by Law and, subject to the provisions of Section
6.16, exercise any and all rights of banker's lien, set-off, or counterclaim as
fully as if such holder were a holder of the Obligations in the amount of such
interest or other participation. If all or any part of any funds transferred
pursuant to this section is thereafter recovered from the seller under this
section which received the same, the purchase provided for in this section shall
be deemed to have been rescinded to the extent of such recovery, together with
interest, if any, if interest is required pursuant to the order of a Tribunal to
be paid on account of the possession of such funds prior to such recovery.

         Section 9.7. Investments. Whenever Administrative Agent in good faith
determines that it is uncertain about how to distribute to Lender Parties any
funds which it has received, or whenever Administrative Agent in good faith
determines that there is any dispute among Lender Parties about how such funds
should be distributed, Administrative Agent may choose to defer distribution of
the funds which are the subject of such uncertainty or dispute. If
Administrative Agent in good faith believes that the uncertainty or dispute will
not be promptly resolved, or if Administrative Agent is otherwise required to
invest funds pending distribution to Lender Parties, Administrative Agent shall
invest such funds pending distribution; all interest on any such Investment
shall be distributed upon the distribution of such Investment and in the same
proportion and to the same Persons as such Investment. All moneys received by
Administrative

                                       85

Agent for distribution to Lender Parties (other than to the Person who is
Administrative Agent in its separate capacity as a Lender Party) shall be held
by Administrative Agent pending such distribution solely as Administrative Agent
for such Lender Parties, and Administrative Agent shall have no equitable title
to any portion thereof.

         Section 9.8. Benefit of Article IX. The provisions of this Article are
intended solely for the benefit of Lender Parties, and no Restricted Person
shall be entitled to rely on any such provision or assert any such provision in
a claim or defense against any Lender (other than in relation to the reference
to Section 6.16 contained in Section 9.6 or the right to reasonably approve a
successor Administrative Agent under Section 9.9). Lender Parties may waive or
amend such provisions as they desire without any notice to or consent of
Borrower or any other Restricted Person.

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

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

                            ARTICLE X - Miscellaneous

         Section 10.1.  Waivers and Amendments; Acknowledgments.

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         (a) Waivers and Amendments. No failure or delay (whether by course of
conduct or otherwise) by any Lender in exercising any right, power or remedy
which such Lender Party may have under any of the Loan Documents shall operate
as a waiver thereof or of any other right, power or remedy, nor shall any single
or partial exercise by any Lender Party of any such right, power or remedy
preclude any other or further exercise thereof or of any other right, power or
remedy. No waiver of any provision of any Loan Document and no consent to any
departure therefrom shall ever be effective unless it is in writing and signed
as provided below in this section, and then such waiver or consent shall be
effective only in the specific instances and for the purposes for which given
and to the extent specified in such writing. No notice to or demand on any
Restricted Person shall in any case of itself entitle any Restricted Person to
any other or further notice or demand in similar or other circumstances. This
Agreement and the other Loan Documents set forth the entire understanding
between the parties hereto with respect to the transactions contemplated herein
and therein and supersede all prior discussions and understandings with respect
to the subject matter hereof and thereof, and no waiver, consent, release,
modification or amendment of or supplement to this Agreement or the other Loan
Documents shall be valid or effective against any party hereto unless the same
is in writing and signed by (i) if such party is Borrower, by Borrower, (ii) if
such party is Administrative Agent or LC Issuer, by such party, and (iii) if
such party is a Lender, by such Lender or by Administrative Agent on behalf of
Lenders with the written consent of Majority Lenders (which consent has already
been given as to the termination of the Loan Documents as provided in Section
10.9). Notwithstanding the foregoing or anything to the contrary herein,
Administrative Agent shall not, without the prior consent of each individual
Lender, execute and deliver on behalf of such Lender any waiver or amendment
which would: (1) waive any of the conditions specified in Article IV (provided
that Administrative Agent may in its discretion withdraw any request it has made
under Section 4.2(f)), (2) increase the Percentage Share of any such Lender or
the maximum amount any such Lender is committed to fund in respect of Letter of
Credit Obligations and Loans or subject such Lender to any additional
obligations, (3) reduce any fees payable to such Lender hereunder, or the
principal of, or interest on, such Lender's Note, (4) change any date fixed for
any payment of any such fees, principal or interest, (5) amend the definition
herein of "Borrowing Base" or any of the terms used in that definition, (6)
amend the definition herein of "Majority Lenders" or otherwise change the
aggregate amount of Percentage Shares which is required for Administrative
Agent, Lenders or any of them to take any particular action under the Loan
Documents, (7) release Borrower from its obligation to pay such Lender's Note or
any Guarantor from its guaranty of such payment, or (8) release any Collateral,
except such releases relating to sales of property permitted under Section 7.5.

         (b) Acknowledgments and Admissions. Borrower hereby represents,
warrants, acknowledges and admits that (i) it has been advised by counsel in the
negotiation, execution and delivery of the Loan Documents to which it is a
party, (ii) it has made an independent decision to enter into this Agreement and
the other Loan Documents to which it is a party, without reliance on any
representation, warranty, covenant or undertaking by Administrative Agent or any
other Lender Party, whether written, oral or implicit, other than as expressly
set out in this Agreement or in another Loan Document delivered on or after the
date hereof, (iii) there are no representations, warranties, covenants,
undertakings or agreements by any Lender Party as to the Loan Documents except
as expressly set out in this Agreement or in another Loan Document delivered on
or after the date hereof, (iv) no Lender Party has any fiduciary obligation
toward

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Borrower with respect to any Loan Document or the transactions contemplated
thereby, (v) the relationship pursuant to the Loan Documents between Borrower
and the other Restricted Persons, on one hand, and each Lender Party, on the
other hand, is and shall be solely that of debtor and creditor, respectively,
(vi) no partnership or joint venture exists with respect to the Loan Documents
between any Restricted Person and any Lender Party, (vii) Administrative Agent
is not Borrower's Administrative Agent, but Administrative Agent for Lenders,
(viii) should an Event of Default or Default occur or exist, each Lender Party
will determine in its sole discretion and for its own reasons what remedies and
actions it will or will not exercise or take at that time, (ix) without limiting
any of the foregoing, Borrower is not relying upon any representation or
covenant by any Lender Party, or any representative thereof, and no such
representation or covenant has been made, that any Lender Party will, at the
time of an Event of Default or Default, or at any other time, waive, negotiate,
discuss, or take or refrain from taking any action permitted under the Loan
Documents with respect to any such Event of Default or Default or any other
provision of the Loan Documents, and (x) all Lender Parties have relied upon the
truthfulness of the acknowledgments in this section in deciding to execute and
deliver this Agreement and to become obligated hereunder.

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

         (d) Joint Acknowledgment. This written Agreement and the other Loan
Documents represent the final agreement between the parties and may not be
contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties.

           There are no unwritten oral agreements between the parties.

         (e) Annual Rates of Interest. For the purposes of the Interest Act
(Canada), whenever interest payable pursuant to this Agreement is calculated on
the basis of a period other than a calendar year (in this Section 10.1(e), the
"Interest Period"), each rate of interest determined pursuant to such
calculation expressed as an annual rate is equivalent to such rate as so
determined multiplied by the actual number of days in the calendar year in which
the same is to be ascertained and divided by the number of days in the Interest
Period.

         Section 10.2. Survival of Agreements; Cumulative Nature. All of
Restricted Persons' various representations, warranties, covenants and
agreements in the Loan Documents shall survive the execution and delivery of
this Agreement and the other Loan Documents and the performance hereof and
thereof, including the making or granting of the Loans and the delivery of the
Notes and the other Loan Documents, and shall further survive until all of the
Obligations are paid in full to each Lender Party and all of Lender Parties'
obligations to Borrower are terminated. All statements and agreements contained
in any certificate or other instrument

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delivered by any Restricted Person to any Lender Party under any Loan Document
shall be deemed representations and warranties by Borrower or agreements and
covenants of Borrower under this Agreement. The representations, warranties,
indemnities, and covenants made by Restricted Persons in the Loan Documents, and
the rights, powers, and privileges granted to Lender Parties in the Loan
Documents, are cumulative, and, except for expressly specified waivers and
consents, no Loan Document shall be construed in the context of another to
diminish, nullify, or otherwise reduce the benefit to any Lender Party of any
such representation, warranty, indemnity, covenant, right, power or privilege.
In particular and without limitation, no exception set out in this Agreement to
any representation, warranty, indemnity, or covenant herein contained shall
apply to any similar representation, warranty, indemnity, or covenant contained
in any other Loan Document, and each such similar representation, warranty,
indemnity, or covenant shall be subject only to those exceptions which are
expressly made applicable to it by the terms of the various Loan Documents.

         Section 10.3. Notices. All notices, requests, consents, demands and
other communications required or permitted under any Loan Document shall be in
writing, unless otherwise specifically provided in such Loan Document (provided
that Administrative Agent may give telephonic notices to the other Lender
Parties), and shall be deemed sufficiently given or furnished if delivered by
personal delivery, by facsimile or other electronic transmission, by delivery
service with proof of delivery, or by registered or certified United States
mail, postage prepaid, to Borrower and Restricted Persons at the address of
Borrower specified on the signature pages hereto and to each Lender Party at its
address specified on the signature pages hereto (unless changed by similar
notice in writing given by the particular Person whose address is to be
changed). Any such notice or communication shall be deemed to have been given
(a) in the case of personal delivery or delivery service, as of the date of
first attempted delivery during normal business hours at the address provided
herein, (b) in the case of facsimile or other electronic transmission, upon
receipt, or (c) in the case of registered or certified United States mail, three
days after deposit in the mail; provided, however, that no Borrowing Notice or
Continuation/Conversion Notice shall become effective until actually received by
Administrative Agent.

         Section 10.4. Payment of Expenses; Indemnity.

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

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

The foregoing indemnification shall apply whether or not such liabilities and
costs are in any way or to any extent owed, in whole or in part, under any claim
or theory of strict liability or caused, in whole or in part, by any negligent
act or omission of any kind by any Lender Party,

                                       90

provided only that no Lender Party shall be entitled under this section to
receive indemnification for that portion, if any, of any liabilities and costs
which is proximately caused by its own individual gross negligence or willful
misconduct, as determined in a final judgment. If any Person (including Borrower
or any of its Affiliates) ever alleges such gross negligence or willful
misconduct by any Lender Party, the indemnification provided for in this section
shall nonetheless be paid upon demand, subject to later adjustment or
reimbursement, until such time as a court of competent jurisdiction enters a
final judgment as to the extent and effect of the alleged gross negligence or
willful misconduct. As used in this section the term "Lender Party" shall refer
not only to each Person designated as such in Section 1.1 but also to each
director, officer, agent, attorney, employee, representative and Affiliate of
such Persons.

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

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

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

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

                                       91

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

                  (i)   Each such assignment shall apply to all Obligations
         owing to the assignor Lender hereunder and to the unused portion of the
         assignor Lender's commitments, so that after such assignment is made
         the assignor Lender shall have a fixed (and not a varying) Percentage
         Share in its Loans and Note and be committed to make that Percentage
         Share of all future Loans, the assignee shall have a fixed Percentage
         Share in such Loans and Note and be committed to make that Percentage
         Share of all future Loans, and the Percentage Share of the Maximum
         Facility Amount of each of the assignor and assignee shall equal or
         exceed $5,000,000.

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

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

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

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

         (f) Administrative Agent shall maintain a copy of each Assignment and
Acceptance and a register for the recordation of the names and addresses of
Lenders and the Percentage Shares of,

                                       92

and principal amount of the Loans owing to, each Lender from time to time (in
this section called the "Register"). The entries in the Register shall be
conclusive, in the absence of manifest error, and Borrower and each Lender Party
may treat each Person whose name is recorded in the Register as a Lender Party
hereunder for all purposes. The Register shall be available for inspection by
Borrower or any Lender Party at any reasonable time and from time to time upon
reasonable prior notice.

         (g) Any Lender may assign or transfer its commitment or its rights
under its Loans or under the Loan Documents to (i) any Affiliate that is
wholly-owned direct or indirect subsidiary of such Lender or of any Person that
wholly owns, directly or indirectly, such Lender, or (ii) if such Lender is a
fund that invests in bank loans, any other fund that invests in bank loans and
is advised or managed by (A) the same investment advisor as any Lender or (B)
any Affiliate of such investment advisor that is a wholly-owned direct or
indirect subsidiary of any Person that wholly owns, directly or indirectly, such
investment advisor, subject to the following additional conditions:

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

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

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

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

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

                                       93

Document (provided each such Person first agrees to hold such information in
confidence on the terms provided in this section), or (e) any disclosure in the
course of enforcing its rights and remedies during the existence of an Event of
Default.

         Section 10.7. Governing Law; Submission to Process. EXCEPT TO THE
EXTENT THAT THE LAW OF ANOTHER JURISDICTION IS EXPRESSLY ELECTED IN A LOAN
DOCUMENT, THE LOAN DOCUMENTS SHALL BE DEEMED CONTRACTS AND INSTRUMENTS MADE
UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AND THE LAWS
OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW. BORROWER HEREBY AGREES THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER
WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OF THE LOAN DOCUMENTS MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF
AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AS LENDER PARTIES MAY ELECT, AND,
BY EXECUTION AND DELIVERY HEREOF, BORROWER ACCEPTS AND CONSENTS FOR ITSELF AND
IN RESPECT TO ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID COURTS. BORROWER AGREES THAT SECTIONS 5-1401 AND
5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK SHALL APPLY TO
THE LOAN DOCUMENTS AND WAIVES ANY RIGHT TO STAY OR TO DISMISS ANY ACTION OR
PROCEEDING BROUGHT BEFORE SAID COURTS ON THE BASIS OF FORUM NON CONVENIENS. IN
FURTHERANCE OF THE FOREGOING, BORROWER HEREBY IRREVOCABLY DESIGNATES AND
APPOINTS CORPORATION SERVICE COMPANY, 80 STATE STREET, ALBANY, NEW YORK 12207,
AS AGENT OF BORROWER TO RECEIVE SERVICE OF ALL PROCESS BROUGHT AGAINST BORROWER
WITH RESPECT TO ANY SUCH PROCEEDING IN ANY SUCH COURT IN NEW YORK, SUCH SERVICE
BEING HEREBY ACKNOWLEDGED BY BORROWER TO BE EFFECTIVE AND BINDING SERVICE IN
EVERY RESPECT. COPIES OF ANY SUCH PROCESS SO SERVED SHALL ALSO, IF PERMITTED BY
LAW, BE SENT BY REGISTERED MAIL TO BORROWER AT ITS ADDRESS SET FORTH BELOW, BUT
THE FAILURE OF BORROWER TO RECEIVE SUCH COPIES SHALL NOT AFFECT IN ANY WAY THE
SERVICE OF SUCH PROCESS AS AFORESAID. BORROWER SHALL FURNISH TO LENDER PARTIES A
CONSENT OF CORPORATION SERVICE COMPANY AGREEING TO ACT HEREUNDER PRIOR TO THE
EFFECTIVE DATE OF THIS AGREEMENT. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
LENDER PARTIES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL
LIMIT THE RIGHT OF LENDER PARTIES TO BRING PROCEEDINGS AGAINST BORROWER IN THE
COURTS OF ANY OTHER JURISDICTION. IF FOR ANY REASON CORPORATION SERVICE COMPANY
SHALL RESIGN OR OTHERWISE CEASE TO ACT AS BORROWER'S AGENT, BORROWER HEREBY
IRREVOCABLY AGREES TO

                                       94

(A) IMMEDIATELY DESIGNATE AND APPOINT A NEW AGENT ACCEPTABLE TO ADMINISTRATIVE
AGENT TO SERVE IN SUCH CAPACITY AND, IN SUCH EVENT, SUCH NEW AGENT SHALL BE
DEEMED TO BE SUBSTITUTED FOR CORPORATION SERVICE COMPANY FOR ALL PURPOSES HEREOF
AND (B) PROMPTLY DELIVER TO AGENT THE WRITTEN CONSENT (IN FORM AND SUBSTANCE
SATISFACTORY TO ADMINISTRATIVE AGENT) OF SUCH NEW AGENT AGREEING TO SERVE IN
SUCH CAPACITY.

         Section 10.8. Waiver of Judgment Interest Act (Alberta). To the extent
permitted by Law, the provisions of the Judgment Interest Act (Alberta) shall
not apply to LC Obligations with respect to Canadian Letters of Credit and the
other Loan Documents and are hereby expressly waived by Borrower.

         Section 10.9. Deemed Reinvestment Not Applicable. For the purposes of
the Interest Act (Canada), the principle of deemed reinvestment of interest
shall not apply to any interest calculation under the Loan Documents, and the
rates of interest stipulated in this Agreement are intended to be nominal rates
and not effective rates or yields.

         Section 10.10. Limitation on Interest. Lender Parties, Restricted
Persons and any other parties to the Loan Documents intend to contract in strict
compliance with applicable usury Law from time to time in effect. In furtherance
thereof such Persons stipulate and agree that none of the terms and provisions
contained in the Loan Documents shall ever be construed to create a contract to
pay, for the use, forbearance or detention of money, interest in excess of the
maximum amount of interest permitted to be contracted for, charged, or received
by applicable Law from time to time in effect. Neither any Restricted Person nor
any present or future guarantors, endorsers, or other Persons hereafter becoming
liable for payment of any Obligation shall ever be liable for unearned interest
thereon or shall ever be required to pay interest thereon in excess of the
maximum amount that may be lawfully contracted for, charged, or received under
applicable Law from time to time in effect, and the provisions of this section
shall control over all other provisions of the Loan Documents which may be in
conflict or apparent conflict herewith. Lender Parties expressly disavow any
intention to contract for, charge, or receive excessive unearned interest or
finance charges in the event the maturity of any Obligation is accelerated. If
(a) the maturity of any Obligation is accelerated for any reason, (b) any
Obligation is prepaid and as a result any amounts held to constitute interest
are determined to be in excess of the legal maximum, or (c) any Lender or any
other holder of any or all of the Obligations shall otherwise collect moneys
which are determined to constitute interest which would otherwise increase the
interest on any or all of the Obligations to an amount in excess of that
permitted to be contracted for, charged or received by applicable Law then in
effect, then all sums determined to constitute interest in excess of such legal
limit shall, without penalty, be promptly applied to reduce the then outstanding
principal of the related Obligations or, at such Lender's or holder's option,
promptly returned to Borrower or other payor thereof upon such determination. In
determining whether or not the interest paid or payable, under any specific
circumstance, exceeds the maximum amount permitted under applicable Law, Lender
Parties and Restricted Persons (and any other payors thereof) shall to the
greatest extent permitted under applicable Law, (i) characterize any
non-principal payment as an expense, fee or premium rather than as interest,

                                       95

(ii) exclude voluntary prepayments and the effects thereof, and (iii) amortize,
prorate, allocate, and spread the total amount of interest throughout the entire
contemplated term of the instruments evidencing the Obligations in accordance
with the amounts outstanding from time to time thereunder and the maximum legal
rate of interest from time to time in effect under applicable Law in order to
lawfully charge the maximum amount of interest permitted under applicable Law.
In the event applicable Law provides for an interest ceiling under Chapter 303
of the Texas Finance Code (the "Texas Finance Code") as amended, to the extent
that the Texas Finance Code is mandatorily applicable to any Lender, for that
day, the ceiling shall be the "weekly ceiling" as defined in the Texas Finance
Code, provided that if any applicable Law permits greater interest, the Law
permitting the greatest interest shall apply. In no event shall Chapter 346 of
the Texas Finance Code apply to this Agreement or any other Loan Document, or
any transactions or loan arrangement provided or contemplated hereby or thereby.

         Section 10.11. Termination; Limited Survival. In its sole and absolute
discretion Borrower may at any time that no Obligations are owing or outstanding
elect in a written notice delivered to Administrative Agent to terminate this
Agreement. Upon receipt by Administrative Agent of such a notice, if no
Obligations are then owing or outstanding this Agreement and all other Loan
Documents shall thereupon be terminated and the parties thereto released from
all prospective obligations thereunder. Notwithstanding the foregoing or
anything herein to the contrary, any waivers or admissions made by any
Restricted Person in any Loan Document, any Obligations under Sections 3.2
through 3.6, and any obligations which any Person may have to indemnify or
compensate any Lender Party shall survive any termination of this Agreement or
any other Loan Document. At the request and expense of Borrower, Administrative
Agent shall prepare and execute all necessary instruments to reflect and effect
such termination of the Loan Documents. Administrative Agent is hereby
authorized to execute all such instruments on behalf of all Lenders, without the
joinder of or further action by any Lender.

         Section 10.12. Severability. If any term or provision of any Loan
Document shall be determined to be illegal or unenforceable all other terms and
provisions of the Loan Documents shall nevertheless remain effective and shall
be enforced to the fullest extent permitted by applicable Law.

         Section 10.13. Counterparts. This Agreement may be separately executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to constitute one
and the same Agreement.

         Section 10.14. Waiver of Jury Trial, Punitive Damages, etc. Restricted
Persons and Lender Parties mutually hereby knowingly, voluntarily, and
intentionally waive the right to a trial by jury in respect of any claim based
hereon, arising out of, under or in connection with, this Agreement or any other
Loan Documents contemplated to be executed in connection herewith or any course
of conduct, course of dealings, statements (whether verbal or written) or
actions of any party. This waiver constitutes a material inducement for Lenders
to enter into this Agreement and the other Loan Documents and make

                                       96

the Loans. Borrower and each Lender Party hereby further (a) irrevocably waives,
to the maximum extent not prohibited by Law, any right it may have to claim or
recover in any such litigation any "Special Damages," as defined below, (b)
certifies that no party hereto nor any representative or agent or counsel for
any party hereto has represented, expressly or otherwise, or implied that such
party would not, in the event of litigation, seek to enforce the foregoing
waivers, and (c) acknowledges that it has been induced to enter into this
Agreement, the other Loan Documents and the transactions contemplated hereby and
thereby by, among other things, the mutual waivers and certifications contained
in this section. As used in this section, "Special Damages" includes all
special, consequential, exemplary, or punitive damages (regardless of how
named), but does not include any payments or funds which any party hereto has
expressly promised to pay or deliver to any other party hereto.

         Section 10.15. Amendment and Restatement. Upon satisfaction with each
of the conditions set forth in Section 4.3 (except any condition the performance
of which has been waived as a condition to the initial Loan or initial issuance
of a Letter of Credit pursuant to this Agreement), this Agreement shall be
deemed to amend and restate in its entirety the Existing Agreement, at which
time (the "Effective Time") each Lender and each Restricted Person hereby agrees
that (i) the Percentage Share of each Lender shall be as set forth in the
definition to this Agreement, (ii) the loans outstanding under the Existing
Agreement and all accrued and unpaid interest thereon, all letters of credit
issued and outstanding under the Existing Agreement and reimbursement
obligations with respect thereto, and all accrued and unpaid fees and expenses
under the Existing Agreement (the "Outstanding Obligations") shall be deemed to
be outstanding under and governed by this Agreement, and (iii) any "Lender"
under the Existing Agreement that is not a signatory hereto as a Lender under
this Agreement, shall continue to be a Lender, subject to the rights, remedies
and obligations of a "Lender" in this Agreement, and in no event shall be deemed
to have waived or released any of its rights or remedies, nor released from its
obligations under the Existing Agreement, all of which such rights, remedies and
obligations shall continue pursuant to, and as may be amended or restated
pursuant to, the terms hereof; provided, until such time as all "Lenders" under
the Existing Agreement execute and deliver this Agreement, any term or provision
of the Existing Agreement stated herein to be amended hereby that would, under
the terms of the Existing Agreement, require each "Lender" under the Existing
Agreement to consent to such amendment shall not be so amended, and such term or
provision as set forth in the Existing Agreement shall be deemed to be
incorporated herein verbatim and with respect to such term or provisions, shall
be the operative provision of this Agreement, until such time as all "Lenders"
under the Existing Agreement shall have executed and delivered this Agreement,
at which time such amended terms or provisions as set forth herein shall
thereafter govern; provided, further, however, for the avoidance of doubt, all
other terms and provisions of this Agreement shall be effective upon
satisfaction of the conditions set forth in Section 4.3.

                                       97

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

                                       98

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

BORROWER:                  PLAINS MARKETING, L.P.

                           By:      PLAINS MARKETING GP INC.
                                    its general partner

                           By:         /s/  Al Swanson
                                    --------------------------------------------
                                    Al Swanson, Treasurer

GUARANTORS:                ALL AMERICAN PIPELINE, L.P.

                           By:      PLAINS MARKETING GP INC.
                                    its general partner

                           By:         /s/  Al Swanson
                                    --------------------------------------------
                                    Al Swanson, Treasurer

                           PLAINS ALL AMERICAN PIPELINE, L.P.

                           By:      PLAINS AAP, L.P.,
                                    its general partner

                           By:      PLAINS ALL AMERICAN GP LLC,
                                    Its general partner

                           By:         /s/  Al Swanson
                                    --------------------------------------------
                                    Al Swanson, Treasurer

                           Address for Borrower and Guarantors:

                           333 Clay Street, Suite 1600
                           Houston, Texas 77002
                           Attention: Al Swanson
                           Telephone: (713) 646-4455
                           Fax: (713) 646-4564

                                       99

                                  FLEET NATIONAL BANK,
                                  Administrative Agent, LC Issuer and
                                  a Lender

                                  By:   /s/  Terrence Ronan
                                     -------------------------------------------
                                           Terrence Ronan, Managing Director

                                  Address:

                                  100 Federal Street
                                  Boston, Massachusetts 02110
                                  Attention: Terrence Ronan
                                  Mail Code: MADE 10008D

                                  Telephone: (617) 434-5472
                                  Fax: (617) 434-3652

                                  FLEET SECURITIES, INC.,
                                  Lead Arranger and Book Manager

                                  By:   /s/  Richard Makin
                                     -------------------------------------------
                                           Richard Makin, Managing Director

                                       100

                                  WACHOVIA BANK NATIONAL
                                  ASSOCIATION, Syndication Agent and a
                                  Lender

                                  By:   /s/  Robert R. Wetteroff
                                     -------------------------------------------
                                           Robert R. Wetteroff, Sr. Vice Pres.

                                  Address:

                                  1001 Fannin, Suite 2255
                                  Houston, Texas 77002
                                  Attention: David Humphreys

                                  Telephone: (713) 650-9843
                                  Fax: (713) 650-6354

                                      101

                                     BANK OF AMERICA, N.A.,
                                     Documentation Agent and a Lender

                                     By:   /s/
                                        ----------------------------------------
                                              Name:
                                              Title:

                                     Address:

                                     Energy Finance Group
                                     333 Clay Street, Suite 4550
                                     Houston, Texas 77002
                                     Attention: Ron McKaig

                                     Telephone: (713) 651-4881
                                     Fax: (713) 651-4801

                                      102

                                     BANK ONE, NA (MAIN OFFICE
                                     CHICAGO), Senior Managing Agent and a
                                     Lender

                                     By:   /s/
                                        ----------------------------------------
                                              Name:
                                              Title:

                                     Address:

                                     910 Travis
                                     Houston, Texas 77002
                                     Attention: Charles Kingswell-Smith

                                     Telephone: (713) 751-7803
                                     Telecopy: (713) 751-3544

                                      103

                                     BNP PARIBAS,
                                     Senior Managing Agent and a Lender

                                     By:   /s/
                                        ----------------------------------------
                                              Name:
                                              Title:

                                     By:   /s/
                                        ----------------------------------------
                                              Name:
                                              Title:

                                     Address:

                                     787 7th Avenue
                                     New York, New York 10019
                                     Attention: Edward Chin/Marcie Weiss

                                     Telephone: (212) 841-2020 (EC); -2029
                                     Telecopy:  (212) 841-2536

                                      104

                                     FORTIS CAPITAL CORP.,
                                     Senior Managing Agent and a Lender

                                     By:   /s/
                                        ----------------------------------------
                                               Name:
                                               Title:

                                     By:   /s/
                                        ----------------------------------------
                                               Name:
                                               Title:

                                     Address:

                                     100 Crescent Court, Suite 1777
                                     Dallas, Texas 75201
                                     Attention: Darrell W. Holley

                                     Telephone:(214) 754-0009
                                     Telecopy: (214) 754-5951

                                      105

                                    U.S. BANK NATIONAL ASSOCIATION,
                                    a Lender

                                    By:  /s/
                                       -----------------------------------------
                                           Name:
                                           Title:

                                    Address:

                                    918 17th Street
                                    Denver, Colorado 80202
                                    Attention: Monte E. Deckerd

                                    Telephone: (303) 585-4212
                                    Telecopy: (303) 585-4362

                                       106

                                    BANK OF SCOTLAND,
                                    a Lender

                                    By:  /s/
                                       -----------------------------------------
                                           Name:
                                           Title:

                                    Address:

                                    565 Fifth Avenue
                                    New York, New York 10017
                                    Attention: Joseph Fratus, First Vice Pres.

                                    Telephone: (212) 450-0837 / 0800
                                    Telecopy: (212) 557-9460

                                    With Copy to:

                                    1021 Main Street, Suite 1370
                                    Houston, Texas 77002
                                    Attention: Richard C. Butler

                                    Telephone: (713) 650-0609
                                    Telecopy: (713) 651-9714

                                       107

                                    WELLS FARGO BANK (TEXAS),
                                    NATIONAL ASSOCIATION, a Lender

                                    By:  /s/
                                       -----------------------------------------
                                           Name:
                                           Title:

                                    Address:

                                    1000 Louisiana, 3rd Floor
                                    Houston, Texas 77002
                                    Attention: John Lane

                                    Telephone: (713) 319-1370
                                    Telecopy: (713) 739-1087

                                       108

                                    SIEMENS FINANCIAL SERVICES, INC.,
                                    a Lender

                                    By:  /s/
                                       -----------------------------------------
                                           Name:
                                           Title:

                                    Address:

                                    200 Somerset Corporate Boulevard
                                    Bridgewater, New Jersey 08807-2843
                                    Attention: Victor Alarcon

                                    Telephone: (908) 575-4074
                                    Telecopy: (908) 575-4060

                                       109

                                    THE BANK OF NOVA SCOTIA,
                                    a Lender

                                    By:  /s/
                                       -----------------------------------------
                                           Name:
                                           Title:

                                    Address:

                                    600 Peachtree Street, N.E., Ste 2700
                                    Atlanta, Georgia 30308
                                    Attention: Donna Gardner

                                    Telephone: 404-877-1559
                                    Telecopy: 404-888-8998

                                    With Copy to:

                                    Houston Representative Office
                                    1100 Louisiana, Ste 3000
                                    Houston, Texas 77002
                                    Attention: Bryan Bulawa

                                    Telephone: 713-759-3427
                                    Telecopy: 713-752-2425

                                       110

                                    CREDIT AGRICOLE INDOSUEZ,
                                    a Lender

                                    By:   /s/
                                       ------------------------------------
                                             Name:
                                             Title:

                                    By:   /s/
                                       ------------------------------------
                                             Name:
                                             Title:

                                    Address:

                                    600 Travis Street, Suite 2340
                                    Houston, Texas 77002
                                    Attention: Mike Willis

                                    Telephone: 713-223-7041
                                    Telecopy: 713-223-7029

                                      111

                                    CITICORP USA, INC.,
                                    a Lender

                                    By:   /s/
                                       ---------------------------------------
                                            Name:
                                            Title:

                                    Address:

                                    1200 Smith Street, Suite 2000
                                    Houston, Texas 77002
                                    Attention: Douglas A. Whiddon/Brian Smith

                                    Telephone: 713-654-2908
                                    Telecopy: 713-654-2849

                                      112

                                    TORONTO DOMINION (TEXAS), INC.,
                                    a Lender

                                    By:   /s/
                                       ---------------------------------------
                                             Name:
                                             Title:

                                    Address:

                                    909 Fannin, Suite 1700
                                    Houston, Texas 77010
                                    Attention: Don Warmington

                                    Telephone: (713) 653-8234
                                    Telecopy: (713) 951-9921

                                      113

                                    SOUTHWEST BANK OF TEXAS, N.A.,
                                    a Lender

                                    By:   /s/
                                       ----------------------------------------
                                             Name:
                                             Title:

                                    Address:

                                    5 Post Oak Park
                                    4400 Post Oak Parkway
                                    Houston, Texas 77027
                                    Attention: Ken Batson/A. Stephen Kennedy

                                    Telephone: (713) 232-1247/(713) 235-8870
                                    Telecopy:  (713) 232-1357/(713) 232-1357

                                      114

                                    UNION BANK OF CALIFORNIA, N.A.,
                                    a Lender

                                    By:   /s/
                                       ----------------------------------------
                                             Name:
                                             Title:

                                    Address:

                                    500 North Akard, Suite 4200
                                    Dallas, Texas 75201
                                    Attn: Dustin Gaspari

                                    Telephone: (214) 922-4200
                                    Telecopy: (214) 922-4209

                                      115

                                    COMERICA BANK-TEXAS,
                                    a Lender

                                    By:   /s/
                                        ----------------------------------------
                                            Name: Daniel G. Steele
                                            Title: Sr. Vice President

                                    Address:

                                    910 Louisiana, Suite 410
                                    Houston, Texas 77002
                                    Attention: Daniel G. Steele

                                    Telephone: (713) 220-5640
                                    Telecopy:  (713) 220-5650

                                      116

                                                                    EXHIBIT 99.1

                                CERTIFICATION OF
                            CHIEF EXECUTIVE OFFICER
                     OF PLAINS ALL AMERICAN PIPELINE, L.P.
                       PURSUANT TO 18 U.S.C. Section 1350

     I, Greg L. Armstrong, Chief Executive Officer of Plains All American
Pipeline, L.P. (the "Company"), hereby certify that:

     (i)  the accompanying report on Form 10-Q for the period ending June 30,
          2002 as filed with the Securities and Exchange Commission on the date
          hereof (the "Report") by the Company fully complies with the
          requirements of section 13(a) or 15(d) of the Securities Exchange Act
          of 1934 (15 U.S.C. 78m or 78o(d)); and

     (ii) the information contained in the Report fairly presents, in all
          material aspects, the financial operations and results of operations
          of the Company.

                                           /s/ Greg L. Armstrong
                                           -----------------------
                                           Name:  Greg L. Armstrong
                                           Date: August 9, 2002

                                                                    Exhibit 99.2

                                CERTIFICATION OF
                            CHIEF FINANCIAL OFFICER
                     OF PLAINS ALL AMERICAN PIPELINE, L.P.
                         PURSUANT TO 18 U.S.C. Section 1350

     I, Phillip D. Kramer, Chief Financial Officer of Plains All American
Pipeline, L.P. (the "Company"), hereby certify that:

     (i)  the accompanying report on Form 10-Q for the period ending June 30,
          2002 as filed with the Securities and Exchange Commission on the date
          hereof (the "Report") by the Company fully complies with the
          requirements of section 13(a) and 15(d) of the Securities Exchange Act
          of 1934 (15 U.S.C. 78m or 78o(d)); and

     (ii) the information contained in the Report fairly presents, in all
          material aspects, the financial operations and results of operations
          of the Company.

                                                /s/ Phillip D. Kramer
                                                -------------------------
                                                Name: Phillip D. Kramer
                                                Date: August 9, 2002