EXCHANGE AND REGISTRATION RIGHTS AGREEMENT AMONG PLAINS ALL AMERICAN PIPELINE, L.P., PAA FINANCE CORP., THE GUARANTORS AND THE INITIAL PURCHASERS Dated as of December 10, 2003Exchange and Registration Rights Agreement • March 1st, 2004 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • New York
Plains All American Pipeline, L.P., a Delaware limited partnership (the “Partnership”), PAA Finance Corp., a Delaware corporation (“PAA Finance,” and together with the Partnership, the “Issuers”) and the Guarantors listed on Schedule 1 hereto (the “Guarantors”), propose to issue and sell to the initial purchasers listed on Schedule 2 hereto (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated December 3, 2003 (the “Purchase Agreement”), $250,000,000 principal amount of 5 5/8% Senior Notes due 2013 (the “Securities”) relating to the initial placement of the Securities (the “Initial Placement”). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Issuers and the Guarantors agree with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, together, the “Holders”), as follows:
PLAINS ALL AMERICAN PIPELINE, L.P. PAA FINANCE CORP. as Issuers and THE SUBSIDIARY GUARANTORS NAMED HEREIN as Guarantors $250,000,000 SERIES A AND SERIES B 55/8% SENIOR NOTES DUE 2013 SECOND SUPPLEMENTAL INDENTUREPlains All American Pipeline Lp • March 1st, 2004 • Pipe lines (no natural gas) • New York
SECOND SUPPLEMENTAL INDENTURE dated as of December 10, 2003 (this “Supplemental Indenture”) among PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (the “Partnership”), PAA FINANCE CORP., a wholly owned subsidiary of the Partnership and a Delaware corporation (“PAA Finance” and, together with the Partnership, the “Issuers”), and the subsidiary guarantors signatory hereto (the “Subsidiary Guarantors”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (the “Trustee”).
CREDIT AGREEMENT [US/Canada Facilities] PLAINS ALL AMERICAN PIPELINE, L.P., as US Borrower, PMC (NOVA SCOTIA) COMPANY, as Canadian Borrower, PLAINS ALL AMERICAN PIPELINE, L.P., as Guarantor, FLEET NATIONAL BANK, as Administrative Agent, and CERTAIN...Credit Agreement • March 1st, 2004 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • New York
THIS CREDIT AGREEMENT [US/Canada Facilities] is made as of November 21, 2003, by and among PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (“US Borrower”), PMC (NOVA SCOTIA) COMPANY, a Nova Scotia unlimited liability company (“Canadian Borrower”), and PLAINS MARKETING CANADA, L.P., an Alberta limited partnership (“Canadian Working Capital Borrower”), FLEET NATIONAL BANK, as administrative agent (in such capacity, “Administrative Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION and BANK ONE, NA, as co-syndication agents (in such capacity, “Co-Syndication Agents”), BANK OF AMERICA, N.A. and FORTIS CAPITAL CORP., as co-documentation agents (in such capacity, “Co-Documentation Agents”), and THE BANK OF NOVA SCOTIA, as Canadian Administrative Agent (in such capacity, “Canadian Administrative 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 mutua
CREDIT AGREEMENT PLAINS MARKETING, L.P., as Borrower, FLEET NATIONAL BANK, as Administrative Agent, FLEET SECURITIES, INC., as Lead Arranger and Book Manager, and CERTAIN FINANCIAL INSTITUTIONS, as Lenders $200,000,000 Uncommited Senior Secured...Credit Agreement • March 1st, 2004 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • New York
THIS CREDIT AGREEMENT is made as of November 21, 2003, by and among PLAINS MARKETING, L.P., a Delaware limited partnership (“Borrower”), FLEET NATIONAL BANK, as administrative agent (in such capacity, “Administrative Agent”), 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:
364-DAY CREDIT AGREEMENT PLAINS ALL AMERICAN PIPELINE, L.P., as Borrower, FLEET NATIONAL BANK, as Administrative Agent, WACHOVIA BANK, NATIONAL ASSOCIATION and BANK ONE, NA as Co-Syndication Agents, BANK OF AMERICA, N.A. and FORTIS CAPITAL CORP., as...364-Day Credit Agreement • March 1st, 2004 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • New York
THIS 364-DAY CREDIT AGREEMENT is made as of November 21, 2003, by and among PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (“Borrower”), FLEET NATIONAL BANK, as administrative agent (in such capacity, “Administrative Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION and BANK ONE, NA, as co-syndication agents (in such capacity, “Co-Syndication Agents”), BANK OF AMERICA, N.A. and FORTIS CAPITAL CORP., as co-documentation agents (in such capacity, “Co-Documentation Agents”), 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:
