0001047469-04-025696 Sample Contracts

AMENDED AND RESTATED CRUDE OIL MARKETING AGREEMENT among PLAINS RESOURCES INC. CALUMET FLORIDA, LLC and PLAINS MARKETING, L.P.
Marketing Agreement • August 9th, 2004 • Plains All American Pipeline Lp • Pipe lines (no natural gas)

This CRUDE OIL MARKETING AGREEMENT (this "Agreement"), dated July 23, 2004 by and among PLAINS RESOURCES INC., a Delaware corporation ("Plains Resources"), CALUMET FLORIDA, INC., a Delaware corporation ("Calumet"), and PLAINS MARKETING, L.P., a Delaware limited partnership ("Buyer") amends and restates the Crude Oil Marketing Agreement dated November 23, 1998, by and among Plains Resources, PLAINS ILLINOIS INC., a Delaware corporation ("Plains Illinois"), STOCKER RESOURCES, L.P., a California limited partnership ("Stocker"), Calumet and Buyer. Plains Resources and Calumet are sometimes referred to herein individually as a "Seller" and collectively as the "Sellers." Sellers and Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

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AMENDED AND RESTATED OMNIBUS AGREEMENT among PLAINS RESOURCES INC. PLAINS ALL AMERICAN PIPELINE, L.P. PLAINS MARKETING, L.P. PLAINS PIPELINE, L.P. and PLAINS ALL AMERICAN GP LLC
Omnibus Agreement • August 9th, 2004 • Plains All American Pipeline Lp • Pipe lines (no natural gas)

THIS AMENDED AND RESTATED OMNIBUS AGREEMENT, dated as of July 23, 2004, among Plains Resources Inc., a Delaware corporation ("Plains Resources"), Plains All American Pipeline, L.P., a Delaware limited partnership (the "MLP"), Plains All American GP LLC, a Delaware corporation ("GP LLC"), Plains Marketing GP Inc., a Delaware corporation ("GP Inc."), Plains Marketing, L.P., a Texas limited partnership ("Operating OLP"), and Plains Pipeline, L.P., a Texas limited partnership ("Plains OLP" and, together with Operating OLP, the "OLPs") amends and restates that certain Omnibus Agreement dated as of November 23, 1998 among Plains Resources, Plains All American Inc., a Delaware corporation, the MLP and the predecessors to the OLPs.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 9th, 2004 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of the 20th day of April 2004, by and among PLAINS MARKETING, L.P. ("Borrower"), FLEET NATIONAL BANK, as Administrative Agent, and the Lenders party hereto.

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