SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of the 24th day of
September, 1999, by and among ALL AMERICAN PIPELINE, L.P.
("Borrower"), PLAINS MARKETING, L.P. ("Marketing"), PLAINS ALL AMERICAN PIPELINE, L.P.
("Plains MLP"), and BANKBOSTON, N.A., as Administrative Agent (in such capacity, "Administrative
Agent"), and the Lenders party hereto.
W I T N E S S E T H:
WHEREAS, Borrower, Marketing, Plains MLP, Administrative Agent, and Lenders entered into that certain
Credit Agreement dated as of November 17, 1998 (as amended, restated, or supplemented to the date hereof,
the "Original Agreement") for the purposes and consideration therein expressed, pursuant to which Lenders
became obligated to make and made loans to Borrower as therein provided; and
WHEREAS, Borrower, Marketing, Plains MLP, Administrative Agent, and Lenders desire to amend the Original
Agreement for the purposes described herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained
herein and in the Original Agreement, in consideration of the loans which may hereafter be made by Lenders to
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
(S) 1.1. Terms Defined in the Original Agreement. Unless the context otherwise requires or unless otherwise
expressly defined herein, the terms defined in the Original Agreement shall have the same meanings whenever
used in this Amendment.
(S) 1.2. Other Defined Terms. Unless the context otherwise requires, the following terms when used in this
Amendment shall have the meanings assigned to
"Credit Agreement" means the Original Agreement as amended hereby.
ARTICLE II. -- Amendments and Consent
(S) 2.1. Amendments.
(a) Clause (e) of the definition of "Permitted Investments" in S