UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934

Plains All American Pipeline, L.P.

(Exact name of registrant as specified in its charter)

DELAWARE		1-14569		76-0582150
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)

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

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

N/A
(Former name or former address, if changed since last report.)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

		o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
		o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
		o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
		o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01. Entry into a Material Definitive Agreement

     The information contained in Item 2.03 hereof is incorporated by reference in this Item 1.01.

Item 2.01. Completion of Acquisition or Disposition of Assets

     Purchase Agreement. On November 15, 2006, pursuant to the terms of a Purchase Agreement, dated as of June 11, 2006 (the “Purchase Agreement”), by and between Plains All American Pipeline, L.P. (the “Partnership”) and LB Pacific, LP, a Delaware limited partnership (“LB Pacific”), the Partnership purchased (i) all of the issued and outstanding limited partner interest in Pacific Energy GP, LP, a Delaware limited partnership and the general partner of PPX (defined below) (“PPX General Partner”), (ii) the sole member interest in Pacific Energy Management LLC, a Delaware limited liability company (“General Partner Holdco”), (iii) 5,232,500 common units in Pacific Energy Partners, L.P., a Delaware limited partnership (“Pacific”), and (iv) 5,232,500 subordinated units in Pacific for an aggregate purchase price of $700 million in cash. Following the completion of the Merger described below, the Pacific common and subordinated units purchased from LB Pacific were cancelled pursuant to the terms of the Merger Agreement (as defined below).

     The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto and is incorporated into this report by reference.

     Merger Agreement. On November 15, 2006, pursuant to the terms of an Agreement and Plan of Merger, dated as of June 11, 2006 (the “Merger Agreement”) by and among Pacific, PPX General Partner, General Partner Holdco, the Partnership, Plains AAP, L.P., a Delaware limited partnership (“PAA General Partner”), and Plains All American GP LLC (“GP LLC”), Pacific merged with and into the Partnership (the “Merger”), and all outstanding common units of Pacific not purchased by the Partnership pursuant to the Purchase Agreement were converted into the right to receive common units of the Partnership based on an exchange ratio of 0.77 common units of the Partnership per each common unit of Pacific.

     The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and the First Amendment thereto, which are filed as Exhibits 2.2 and 2.3 hereto and are incorporated into this report by reference.

     A copy of the press release announcing the completion of the Merger is filed as Exhibit 99.4 hereto and is incorporated into this report by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

     Eleventh Supplemental Indenture Regarding the Plains Notes. Upon the effectiveness of the Merger, the Partnership, PAA Finance Corp., the parties named therein as guarantors, and U.S. Bank National Association (“U.S. Bank”), as trustee, entered into the Eleventh Supplemental Indenture dated as of November 15, 2006 (the “Eleventh Supplemental Indenture”). The Eleventh Supplemental Indenture supplements the Indenture dated September 25, 2002, (the “Plains Indenture”), among the Partnership, PAA Finance Corp. and U.S. Bank, as trustee, which, as supplemented to date, governs the terms of the Partnership’s 7³/4% Senior Notes due 2012, 5⁵/8% Senior Notes due 2013, 4³/4% Senior Notes due 2009, 5⁵/8% Senior Notes due 2016, 5¹/4% Senior Notes due 2015, 6⁷/10% Senior Notes due 2036, 6.125% Senior Notes due 2017 and 6.650% Senior Notes due 2037, respectively (such Senior Notes being hereinafter referred to collectively as the “Plains Notes”). Upon the effectiveness of the Merger, certain subsidiaries of Pacific that the Partnership acquired pursuant to the Merger guaranteed (each pursuant to the Eleventh Supplemental Indenture) all the obligations of the Partnership and PAA Finance Corp. under the Plains Notes and agreed to be bound by the Plains Indenture. The Plains Notes are now guaranteed on an unsubordinated, unsecured basis by substantially all of the Partnership’s current subsidiaries, including certain subsidiaries of Pacific that the Partnership acquired pursuant to the Merger. The description of the provisions of the Eleventh Supplemental Indenture set forth above is qualified in its entirety by reference to the full and complete terms set forth in the Eleventh Supplemental Indenture, which is filed as Exhibit 4.1 hereto and is incorporated into this report by reference.

     Third Supplemental Indenture Regarding the Pacific 2014 Notes. Upon the effectiveness of the Merger, the Partnership, Pacific Energy Finance Corporation, the parties named therein as guarantors and Wells Fargo Bank, National Association (“Wells Fargo”), as trustee, entered into the Third Supplemental Indenture dated as of November 15, 2006 (the “Third Supplemental Indenture”). The Third Supplemental Indenture supplements the Indenture dated June 16, 2004 (the “2014 Indenture”) among Pacific, Pacific Energy Finance Corporation, Wells Fargo, as trustee, and the subsidiary guarantors named therein, which governs the terms of Pacific’s 7¹/8% Senior Notes due 2014 (the “2014 Notes”). Upon the effectiveness of the Merger, the Partnership assumed, and certain subsidiaries of the Partnership, including certain subsidiaries of Pacific that the Partnership acquired pursuant to the Merger, guaranteed (each pursuant to the Third Supplemental Indenture), all the obligations of Pacific and Pacific Energy Finance Corporation under the 2014 Notes and the 2014 Indenture. The 2014 Notes are now guaranteed on an unsubordinated, unsecured basis by substantially all of the Partnership’s current subsidiaries, including certain subsidiaries of Pacific that the Partnership acquired pursuant to the Merger. The description of the provisions of the Third Supplemental Indenture set forth above is qualified in its entirety by reference to the full and complete terms set forth in the Third Supplemental Indenture, which is filed as Exhibit 4.2 hereto and is incorporated into this report by reference.

     First Supplemental Indenture Regarding the Pacific 2015 Notes. Upon the effectiveness of the Merger, the Partnership, Pacific Energy Finance Corporation, the parties named therein as guarantors and Wells Fargo, as trustee, entered into the First Supplemental Indenture dated as of November 15, 2006 (the “First Supplemental Indenture”). The First Supplemental Indenture supplements the Indenture dated September 23, 2005 (the “2015 Indenture”) among Pacific, Pacific Energy Finance Corporation, Wells Fargo, as trustee, and the subsidiary guarantors named therein, which governs the terms of Pacific’s 6¹/4% Senior Notes due 2015 (the “2015 Notes”). Upon the effectiveness of the Merger, the Partnership assumed, and certain subsidiaries of the Partnership, including certain subsidiaries of Pacific that the Partnership acquired pursuant to the Merger, guaranteed (each pursuant to the First Supplemental Indenture), all the obligations of Pacific and Pacific Energy Finance Corporation under the 2015 Notes and the 2015 Indenture. The 2015 Notes are now guaranteed on an unsubordinated, unsecured basis by substantially all of the Partnership’s current subsidiaries, including certain subsidiaries of Pacific that the Partnership acquired pursuant to the Merger. The description of the provisions of the First Supplemental Indenture set forth above is qualified in its entirety by reference to the full and complete terms set forth in the First Supplemental Indenture, which is filed as Exhibit 4.3 hereto and is incorporated into this report by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

     In connection with the Merger and pursuant to the terms of the Merger Agreement, on November 15, 2006, PAA General Partner amended the Third Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of the Partnership by executing Amendment No. 2 thereto (the “Amendment”), a copy of which is filed as Exhibit 3.1 hereto and is incorporated into this report by reference.

     Pursuant to the terms of the Amendment, the amounts payable pursuant to the Incentive Distribution Rights of the Partnership under the Partnership Agreement shall be adjusted commencing with the earlier to occur of (x) the payment date of the first Partnership quarterly distribution declared and paid after November 15, 2006 that equals or exceeds $0.80 per unit or (y) the payment date of the second Partnership quarterly distribution declared and paid after November 15, 2006 (the earlier to occur of the foregoing, the “IDR Reduction Date”). The Amendment provides for the adjustment of the Incentive Distribution Rights as follows: (i) for the quarterly distribution paid on the IDR Reduction Date and the three quarterly distributions declared and paid following the IDR Reduction Date, any distributions with respect to the Incentive Distribution Rights shall be reduced by $5,000,000 per quarter, (ii) for the four quarterly distributions commencing on the first anniversary of the IDR Reduction Date, such distributions shall be reduced by $3,750,000 per quarter, (iii) for the four quarterly distributions commencing on the second anniversary of the IDR Reduction Date, such distributions shall be reduced by $3,750,000 per quarter, (iv) for the four quarterly distributions commencing on the third anniversary of the IDR Reduction Date, such distributions shall be reduced by $2,500,000 per quarter and (v) for the four quarterly distributions commencing on the fourth anniversary of the IDR Reduction Date, such distributions shall be reduced by $1,250,000 per quarter. The reductions will aggregate $65 million over a 20-quarter period.

Item 9.01. Financial Statements and Exhibits

(a)

Financial Statements of the Businesses Acquired.

     The following financial statements are filed as Exhibits 99.2 and 99.3 hereto and are incorporated in this Item 9.01(a) by reference:

•

Condensed consolidated financial statements (unaudited) of Pacific as of September 30, 2006 and for the three and nine months ended September 30, 2006 and September 30, 2005;

•

Audited consolidated financial statements of Pacific as of December 31, 2005 and 2004 and for each of the years in the three-year period ended December 31, 2005.

(b)

Pro Forma Financial Information.

     The unaudited pro forma condensed combined financial statements of the Partnership as of September 30, 2006, for the nine months then ended and for the twelve months ended December 31, 2005 are filed as Exhibit 99.1 hereto and are incorporated in this Item 9.01(b) by reference.

(d)

Exhibits.

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 hereunto duly authorized.

		PLAINS ALL AMERICAN PIPELINE, L.P.
Date: November 20, 2006		By:		Plains AAP, L.P., its general partner
		By:		Plains All American GP LLC, its general partner
		By:		/s/ TINA L. VAL
				Name:		Tina L. Val
				Title:		Vice President—Accounting and Chief Accounting Officer

INDEX TO EXHIBITS

Exhibit 3.1

AMENDMENT NO. 2 TO THE THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
PLAINS ALL AMERICAN PIPELINE, L.P.

     This Amendment No. 2 (this “Amendment”) to the Third Amended and Restated Agreement of Limited Partnership of Plains All American Pipeline, L.P., dated as of June 27, 2001 (the “Partnership Agreement”), is hereby adopted effective as of November 15, 2006, by Plains AAP, L.P., a Delaware limited partnership, (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

     WHEREAS, Section 13.1 of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect an amendment effected, necessitated or contemplated by a merger agreement approved in accordance with Section 14.3 of the Partnership Agreement;

     WHEREAS, the transactions contemplated (the “PPX Merger”) by that certain Agreement and Plan of Merger (the “PPX Merger Agreement”) dated June 11, 2006 among Pacific Energy Partners, L.P., Pacific Energy GP, L.P., Pacific Energy Management LLC, the Partnership, Plains AAP, L.P. and Plains All American GP LLC, have been approved in accordance with Section 14.3 of the Partnership Agreement;

     WHEREAS, this Amendment shall become effective only upon and after consummation of the PPX Merger, and shall in no event become effective after the Drop Dead Date (as defined in the PPX Merger Agreement).

     NOW, THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:

Section 1. Section 1.1 is hereby amended by adding the following definition:

     “PPX Merger Closing Date” means the date on which the merger contemplated by that certain Agreement and Plan of Merger, dated June 11, 2006, among Pacific Energy Partners, L.P., Pacific Energy GP, L.P., Pacific Energy Management LLC, the Partnership, Plains AAP, L.P. and Plains All American GP LLC, have been consummated.

Section 2. Section 6.4 is hereby amended by adding a new subsection (c) to such Section:

     “(c) Notwithstanding anything to the contrary in this Section 6.4, any distributions to the holder(s) of the Incentive Distribution Rights provided for in clauses (ii), (iii) and (iv) of Subsection 6.4(b), as applicable, shall be adjusted commencing with the earlier to occur of (x) the payment date of the first quarterly distribution declared and paid after the PPX Merger Closing Date that equals or exceeds $0.80 per unit or (y) the payment date of the second quarterly distribution declared and paid after the PPX Merger Closing Date (the earlier to occur of (x) or (y) being referred to as the “IDR Reduction Date”). Such adjustment shall be as follows: (i) for the quarterly distribution paid on the IDR Reduction Date and the three quarterly distributions declared and paid following the IDR Reduction Date, any distributions to the holder(s) of the Incentive Distribution Rights shall be reduced by $5,000,000 per quarter, (ii) for

the four quarterly distributions commencing on the first anniversary of the IDR Reduction Date, such distributions shall be reduced by $3,750,000 per quarter, (iii) for the four quarterly distributions commencing on the second anniversary of the IDR Reduction Date, such distributions shall be reduced by $3,750,000 per quarter, (iv) for the four quarterly distributions commencing on the third anniversary of the IDR Reduction Date, such distributions shall be reduced by $2,500,000 per quarter and (v) for the four quarterly distributions commencing on the fourth anniversary of the IDR Reduction Date, such distributions shall be reduced by $1,250,000 per quarter. For the avoidance of doubt, the reduction shall be an aggregate of $20 million for the first four quarters (commencing with and including the IDR Reduction Date), $15 million for the second four quarters, $15 million for the third four quarters, $10 million for the fourth four quarters and $5 million for the fifth four quarters, for an aggregate of $65 million over twenty quarters.”

Section 3. Except as hereby amended, the Partnership Agreement shall remain in full force and effect.

Section 4. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

     IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

Exhibit 4.1

ELEVENTH SUPPLEMENTAL INDENTURE

     THIS ELEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 15, 2006, is among 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”), PEG Canada GP LLC, a Delaware limited liability company (“PEG GP LLC”), Pacific Energy Group LLC, a Delaware limited liability company (“PEG LLC”), PEG Canada, L.P., a Delaware limited partnership (“PEG LP”), Pacific Marketing and Transportation LLC, a Delaware limited liability company (“Pacific Marketing LLC”), Rocky Mountain Pipeline System LLC, a Delaware limited liability company (“Rocky LLC”), Ranch Pipeline LLC, a Delaware limited liability company (“Ranch LLC”), Pacific Atlantic Terminals LLC, a Delaware limited liability company (“Pacific LLC”), Pacific L.A. Marine Terminal LLC, a Delaware limited liability company (“Pacific Marine LLC”), Rangeland Pipeline Company, a Nova Scotia unlimited liability company (“Rangeland”), Aurora Pipeline Company Ltd., a Canadian corporation (“Aurora”), Rangeland Pipeline Partnership, an Alberta general partnership (“Rangeland Partnership”), Rangeland Northern Pipeline Company, a Nova Scotia unlimited liability company (“Rangeland Northern”), Pacific Energy Finance Corporation, a Delaware corporation (“Finance Corp”), and Rangeland Marketing Company, a Nova Scotia unlimited liability company (“Rangeland Marketing” and, together with PEG GP LLC, PEG LLC, PEG LP, Pacific Marketing LLC, Rocky LLC, Ranch LLC, Pacific Marine LLC, Rangeland, Aurora, Rangeland Partnership, Rangeland Northern, Finance Corp and Rangeland Marketing, the “Subsidiary Guarantors”), direct or indirect subsidiaries of the Partnership, and U. S. Bank National Association, as successor trustee under the indenture referred to below (the “Trustee”).

WITNESSETH

     WHEREAS, the Issuers have heretofore executed and delivered to the Trustee an indenture (the “Original Indenture”), dated as of September 25, 2002, as supplemented by the First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth and Tenth Supplemental Indentures (the Original Indenture as so supplemented being hereinafter called the “Indenture”), dated as of September 25, 2002, December 10, 2003, August 12, 2004, August 12, 2004, May 27, 2005, May 12, 2006, May 12, 2006, August 25, 2006, October 30, 2006 and October 30, 2006, respectively, among the Issuers, the Subsidiary Guarantors named therein and the Trustee, providing, in the case of the First, Second, Third, Fourth, Fifth, Sixth, Ninth and Tenth Supplemental Indentures, for the issuance of the Issuers’ 7³/4% Senior Notes due 2012, 5⁵/8% Senior Notes due 2013, 4³/4% Senior Notes due 2009, 5⁷/8% Senior Notes due 2016, 5¹/4% Senior Notes due 2015, 6⁷/10% Senior Notes due 2036, 6.125% Senior Note due 2017 and 6.650% Senior Notes due 2037, respectively (such Senior Notes being hereinafter referred to collectively as the “Notes”);

     WHEREAS, Section 5.10 of the First Supplemental Indenture and Section 5.05 of the Second, Third, Fourth, Fifth, Sixth, Ninth and Tenth Supplemental Indentures provide that under certain circumstances the Partnership is required to cause the Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary Guarantors shall unconditionally guarantee all of the Issuers’ obligations under the Notes pursuant to a Guarantee on the terms and conditions set forth therein; and

     WHEREAS, pursuant to Section 9.01 of the Original Indenture, the Issuers and the Trustee are authorized to execute and deliver this Supplemental Indenture;

     NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

     1. Definitions.

     (a) Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

     (b) For all purposes of this Supplemental Indenture, except as otherwise herein expressly provided or unless the context otherwise requires: (i) the terms and expressions used herein shall have the same meanings as corresponding terms and expressions used in the Indenture; and (ii) the words “herein,” “hereof and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

     2. Agreement to Guarantee. The Subsidiary Guarantors hereby agree, jointly and severally with all other Subsidiary Guarantors under the Indenture, to guarantee the Issuers’ obligations under the Notes on the terms and subject to the conditions set forth in Article IX of the First, Second, Third, Fourth, Fifth, Sixth, Ninth and Tenth Supplemental Indentures, as applicable, and to be bound by all other applicable provisions of the Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

     3. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A NEW YORK CONTRACT, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     4. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

     5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

     6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction thereof.

[Signature page follows.]

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

[Signature Page to Eleventh Supplemental Indenture]

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Exhibit 4.2

     This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 15, 2006, is among Plains All American Pipeline, L.P., a Delaware limited partnership (“Plains”), Pacific Energy Finance Corporation, a Delaware corporation (“Finance Corp”), each of the parties identified under the caption “Guarantors” on the signature pages hereto (the “Guarantors”) and Wells Fargo Bank, National Association, a national association, as Trustee.

RECITALS

     WHEREAS, Pacific Energy Partners, L.P., a Delaware limited partnership (the “Company”), Finance Corp (together with the Company, the “Issuers”), the initial Guarantors and the Trustee entered into an Indenture, dated as of June 16, 2004 (the “Indenture”), pursuant to which the Issuers have issued $250 million in aggregate principal amount of 7 1/8% Senior Notes due 2014 (the “Notes”);

     WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into a First Supplemental Indenture, dated as of March 3, 2005, to effect certain amendments to the Indenture;

     WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into a Second Supplemental Indenture, dated as of September 23, 2005, to effect certain amendments to the Indenture;

     WHEREAS, the Company has merged with and into Plains on November 15, 2006, and Plains is the survivor of such merger;

     WHEREAS, Section 9.01(c) of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 5.01 thereof, without the consent of the Holders of the Notes;

     WHEREAS, Section 9.01(g) of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.13 thereof, without the consent of the Holders of the Notes;

     WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of Plains, Finance Corp, the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on Plains, Finance Corp, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

     NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, Plains, Finance Corp, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE I

     Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

     Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of Plains, Finance Corp, the Guarantors and the Trustee.

ARTICLE II

     Section 2.01. From this date, in accordance with Section 5.01 and by executing this Supplemental Indenture, Plains unconditionally assumes all of the obligations of the Company under the Indenture and under the Notes.

     Section 2.02. From this date, in accordance with Section 4.13 and by executing this Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.

ARTICLE III

     Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

     Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

     Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

[Signature Page to Third Supplemental Indenture]

[Signature Page to Third Supplemental Indenture]

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Exhibit 4.3

     This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 15, 2006, is among Plains All American Pipeline, L.P., a Delaware limited partnership (“Plains”), Pacific Energy Finance Corporation, a Delaware corporation (“Finance Corp”), each of the parties identified under the caption “Guarantors” on the signature pages hereto (the “Guarantors”) and Wells Fargo Bank, National Association, a national association banking corporation, as Trustee.

RECITALS

     WHEREAS, Pacific Energy Partners, L.P., a Delaware limited partnership (the “Company”), Finance Corp (together with the Company, the “Issuers”), the initial Guarantors and the Trustee entered into an Indenture, dated as of September 23, 2005 (the “Indenture”), pursuant to which the Issuers have issued $175 million in aggregate principal amount of 6 1/4% Senior Notes due 2015 (the “Notes”);

     WHEREAS, the Company has merged with and into Plains on November 15, 2006, and Plains is the survivor of such merger;

     WHEREAS, Section 9.01(c) of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 5.01 thereof, without the consent of the Holders of the Notes;

     WHEREAS, Section 9.01(g) of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture in order to comply with Section 4.13 thereof, without the consent of the Holders of the Notes;

     WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of Plains, Finance Corp, the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on Plains, Finance Corp, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

     NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, Plains, Finance Corp, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE I

     Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

     Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of Plains, Finance Corp, the Guarantors and the Trustee.

ARTICLE II

     Section 2.01. From this date, in accordance with Section 5.01 and by executing this Supplemental Indenture, Plains unconditionally assumes all of the obligations of the Company under the Indenture and under the Notes.

     Section 2.02. From this date, in accordance with Section 4.13 and by executing this Supplemental Indenture, the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.

ARTICLE III

     Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

     Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

     Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

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     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

		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
						Vice President - Finance and Treasurer

[Signature Page to First Supplemental Indenture]

		PEG CANADA, L.P.
		By:		PEG Canada GP LLC, its general partner
				By:		/s/ Al Swanson
				Name:		Al Swanson
				Title:		Vice President - Finance and Treasurer

[Signature Page to First Supplemental Indenture]

		RANGELAND PIPELINE PARTNERSHIP
		By:		Rangeland Pipeline Company, its managing partner
				By:		/s/ Al Swanson
						Name: Al Swanson
						Title: Vice President - Finance and Treasurer

[Signature Page to First Supplemental Indenture]

		PLAINS MARKETING, L.P.
		By:		Plains Marketing GP Inc., its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer

		PLAINS PIPELINE, L.P.
		By:		Plains Marketing GP Inc., its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer

[Signature Page to First Supplemental Indenture]

		PLAINS MARKETING CANADA LLC
		By:		Plains Marketing, L.P., its sole member
				By:		Plains Marketing GP Inc., its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer

		PLAINS MARKETING CANADA, L.P.
		By:		PMC (Nova Scotia) Company, its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer

[Signature Page to First Supplemental Indenture]

		BASIN HOLDINGS GP LLC
		By:		Plains Pipeline, L.P., its sole member
				By:		Plains Marketing GP Inc., its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer
		BASIN PIPELINE HOLDINGS, L.P.
		By:		Basin Holdings GP LLC, its general partner
				By:		Plains Pipeline, L.P., its sole member
				By:		Plains Marketing GP Inc., its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer
		RANCHO HOLDINGS GP LLC
		By:		Plains Pipeline, L.P., its sole member
				By:		Plains Marketing GP Inc., its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer

[Signature Page to First Supplemental Indenture]

		RANCHO PIPELINE HOLDINGS, L.P.
		By:		Rancho Holdings GP LLC, its general partner
				By:		Plains Pipeline, L.P., its sole member
				By:		Plains Marketing GP Inc., its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer
		PLAINS LPG SERVICES GP LLC
		By:		Plains Marketing, L.P., its sole member
				By:		Plains Marketing GP Inc., its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer
		PLAINS LPG SERVICES, L.P.
		By:		Plains LPG Services GP LLC, its general partner
				By:		Plains Marketing, L.P., its sole member
				By:		Plains Marketing GP Inc., its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer

[Signature Page to First Supplemental Indenture]

		LONE STAR TRUCKING, LLC
		By:		Plains LPG Services, L.P., its sole member
				By:		Plains LPG Services GP LLC, its general partner
				By:		Plains Marketing, L.P., its sole member
				By:		Plains Marketing GP Inc., its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer
		PLAINS MARKETING INTERNATIONAL GP LLC
		By:		Plains Marketing, L.P., its sole member
				By:		Plains Marketing GP Inc., its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer

[Signature Page to First Supplemental Indenture]

		PLAINS MARKETING INTERNATIONAL, L.P.
		By:		Plains Marketing International GP LLC, its general partner
				By:		Plains Marketing, L.P.,
						its sole member
				By:		Plains Marketing GP Inc.,
						its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer
		PLAINS LPG MARKETING, L.P.
		By:		Plains LPG Services GP LLC, its general partner
				By:		Plains Marketing, L.P.,
						its sole member
				By:		Plains Marketing GP Inc.,
						its general partner
				By:		/s/ Al Swanson
						Al Swanson
						Vice President and Treasurer

[Signature Page to First Supplemental Indenture]

[Signature Page to First Supplemental Indenture]

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Pacific Energy Management LLC
     of Pacific Energy Partners, L.P.:

We consent to the incorporation by reference in the registration statements on Form S-3 (No. 333-126447), Form S-4 (Nos. 333-135712 and 333-136925) and on Form S-8 (Nos. 333-91141, 333-54118, 333-74920, and 333-122806) of Plains All American Pipeline, L.P. of our report dated March 10, 2006, with respect to the consolidated balance sheets of Pacific Energy Partners, L.P. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, partners’ capital, comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2005, which report appears in the current report on Form 8-K of Plains All American Pipeline, L.P. dated November 20, 2006.

/s/ KPMG LLP

Los Angeles, California
November 15, 2006

Exhibit 99.1

Plains All American Pipeline, L.P.

     Unaudited Pro Forma Condensed Combined Financial Statements of Plains All American Pipeline, L.P. as of and for the nine months ended September 30, 2006 and for the twelve months ended December 31, 2005.

PLAINS ALL AMERICAN PIPELINE, L.P.
INDEX TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Introduction			F-2
Unaudited Pro Forma Condensed Combined Balance Sheet at September 30, 2006			F-3
Unaudited Pro Forma Condensed Statement of Combined Operations for the Nine Months Ended September 30, 2006			F-4
Unaudited Pro Forma Condensed Statement of Combined Operations for the Twelve Months Ended December 31, 2005			F-5
Notes to Unaudited Pro Forma Condensed Combined Financial Statements			F-6
Pro Forma Sensitivity Analysis			F-11

 F-1

PLAINS ALL AMERICAN PIPELINE, L.P.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

     The following unaudited pro forma condensed combined financial statements give effect to the merger of Pacific Energy Partners, L.P. (“Pacific”) into Plains All American Pipeline, L.P. (“Plains”) completed on November 15, 2006. The merger-related transactions included:

	•		The acquisition from LB Pacific, LP and its affiliates (“LB Pacific”) of the general partner interest and incentive distribution rights of Pacific as well as 5,232,500 common units of Pacific and 5,232,500 subordinated units of Pacific for a total of $700 million in cash; and
	•		The acquisition of the balance of Pacific’s equity through a unit-for-unit merger in which each Pacific unitholder (other than LB Pacific) has the right to receive 0.77 newly issued Plains common units for each Pacific common unit.

     Upon completion of the merger-related transactions, the general partner and limited partner ownership interests in Pacific were extinguished and Pacific was merged with and into Plains. Pacific’s operating subsidiaries are directly or indirectly owned by Plains. The merger-related transactions were accounted for using the purchase method of accounting. The estimates of fair value of the assets acquired and liabilities assumed are based on preliminary assumptions, pending the completion of an independent appraisal, with any excess of purchase price over the net fair value of assets acquired and liabilities assumed assigned to goodwill.

     The following unaudited pro forma condensed statement of combined operations for the nine months ended September 30, 2006 and the year ended December 31, 2005 have been prepared as if the transactions described above had taken place on January 1, 2005. The unaudited pro forma condensed combined balance sheet at September 30, 2006 assumes the transactions were consummated on that date.

     The unaudited pro forma financial statements should be read in conjunction with and are qualified in their entirety by reference to the notes accompanying such unaudited pro forma financial statements as well as the notes included in the historical financial statements included in the following public filings:

	(1)		Plains’ Annual Report on Form 10-K for the year ended December 31, 2005;
	(2)		Plains’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2006;
	(3)		Pacific’s Annual Report on Form 10-K and Form 10-K/A for the year ended December 31, 2005; and
	(4)		Pacific’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.

     The unaudited pro forma financial statements are based on assumptions that Plains believes are reasonable under the circumstances and are intended for informational purposes only. They are not necessarily indicative of the results of the actual or future operations or financial condition that would have been achieved had the transactions occurred at the dates assumed (as noted above).

     The unaudited pro forma financial statements do not give effect to any anticipated cost savings or other financial benefits expected to result from the merger.

 F-2

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
September 30, 2006
(in millions)

		Plains				Pacific				Pro Forma				Plains
		Historical				Historical				Adjustments				Pro Forma
CURRENT ASSETS
Cash and cash equivalents		$	10.3			$	13.7			$	21.6	(b)		$	24.0
											967.7	(b)
											(248.6	)(b)
											(740.7	)(b)
Trade accounts receivable and other receivables, net			1,441.5				195.2				(7.2	)(c)			1,629.5
Inventory			1,351.5				46.0				0.1	(b)			1,397.6
Other current assets			188.9				10.3				—				199.2
Total current assets			2,992.2				265.2				(7.1	)			3,250.3
PROPERTY AND EQUIPMENT, net			2,359.0				1,252.8				(53.1	)(a)			3,816.9
											258.2	(b)
OTHER ASSETS
Pipeline linefill in owned assets			204.1				—				52.2	(a)			266.2
											9.9	(b)
Inventory in third party assets			77.0				—				0.9	(a)			79.3
											1.4	(b)
Investments in unconsolidated affiliates			125.7				8.7				—				134.4
Goodwill			183.3				—				780.0	(b)			963.3
Other, net			106.6				85.5				33.5	(b)			225.6
Total assets		$	6,047.9			$	1,612.2			$	1,075.9			$	8,736.0
CURRENT LIABILITIES
Accounts payable and accrued liabilities		$	1,822.9			$	188.8			$	(7.2	)(c)		$	2,004.5
Due to related parties			7.9				—				—				7.9
Short-term debt			993.7				—				—				993.7
Other current liabilities			116.7				15.4				—				132.1
Total current liabilities			2,941.2				204.2				(7.2	)			3,138.2
LONG-TERM LIABILITIES
Long-term debt under credit facilities and other			3.6				—				248.6	(a)			971.3
											967.7	(b)
											(248.6	)(b)
Senior notes, net			1,196.8				—				420.6	(a)			1,639.2
											21.8	(b)
Senior notes and credit facilities, net			—				669.2				(669.2	)(a)			—
Other long-term liabilities and deferred credits			66.9				49.9				7.9	(b)			124.7
Total liabilities			4,208.5				923.3				741.6				5,873.4
COMMITMENTS AND CONTINGENCIES
PARTNERS’ CAPITAL
Common unitholders			1,792.6				640.2				1,001.6	(b)			2,794.2
											(640.2	)(b)
Subordinated unitholders			—				14.5				(14.5	)(b)			—
General partner			46.8				12.2				21.6	(b)			68.4
											(12.2	)(b)
Undistributed employee long-term incentive compensation			—				0.5				(0.5	)(b)			—
Accumulated other comprehensive income			—				21.5				(21.5	)(b)			—
Total partners’ capital			1,839.4				688.9				334.3				2,862.6
Total Liabilities and Partners’ Capital		$	6,047.9			$	1,612.2			$	1,075.9			$	8,736.0

See notes to unaudited pro forma condensed combined financial statements

F-3

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED STATEMENT OF COMBINED OPERATIONS
For the Nine Months Ended September 30, 2006
(in millions, except per unit data)

		Plains				Pacific				Pro Forma				Plains
		Historical				Historical				Adjustments				Pro Forma
REVENUES		$	18,053.6			$	229.6			$	(24.7)	(d)		$	18,258.5
COSTS AND EXPENSES
Purchases and related costs			17,351.4				—				(23.3)	(d)			17,328.1
Field operating costs			260.5				99.1				(1.4)	(d)			358.2
General and administrative expenses			92.2				18.2				—				110.4
Depreciation and amortization			67.1				30.7				1.8	(a)			104.9
											(30.7)	(e)
											36.0	(f)
Merger costs			—				4.5				—				4.5
Total costs and expenses			17,771.2				152.5				(17.6	)			17,906.1
Share of net income of Frontier			—				1.2				(1.2)	(a)			—
OPERATING INCOME			282.4				78.3				(8.3	)			352.4
OTHER INCOME (EXPENSE)
Equity earnings (loss) in unconsolidated affiliates			2.2				—				1.2	(a)			3.4
Interest expense			(52.5	)			(30.0	)			(34.3)	(g)			(115.0	)
											1.8	(a)
Interest income and other income, net			0.7				1.5				—				2.2
Income from continuing operations before income taxes			232.8				49.8				(39.6	)			243.0
Income tax (expense) benefit:
Current			—				(2.3	)			—	(h)			(2.3	)
Deferred			—				4.8				—	(h)			4.8
Income from continuing operations before cumulative effect of change in accounting principle			232.8				52.3				(39.6	)			245.5
Cumulative effect of change in accounting principle			6.3				—				—				6.3
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		$	239.1			$	52.3			$	(39.6	)		$	251.8
NET INCOME FROM CONTINUING OPERATIONS—LIMITED PARTNERS		$	212.7											$	239.9
NET INCOME FROM CONTINUING OPERATIONS—GENERAL PARTNER		$	26.4											$	11.9
BASIC NET INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT
Basic net income per limited partner unit before cumulative effect of change in accounting principle		$	2.37											$	2.11
Cumulative effect of change in accounting principle per limited partner unit			0.08												0.06
Basic net income from continuing operations per limited partner unit		$	2.45											$	2.17
DILUTED NET INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT
Diluted net income per limited partner unit before cumulative effect of change in accounting principle		$	2.35											$	2.09
Cumulative effect of change in accounting principle per limited partner unit			0.08												0.06
Diluted net income from continuing operations per limited partner unit		$	2.43											$	2.15
BASIC WEIGHTED AVERAGE UNITS OUTSTANDING			77.0								22.2	(b)			99.2
DILUTED WEIGHTED AVERAGE UNITS OUTSTANDING			77.8								22.2	(b)			100.0

See notes to unaudited pro forma condensed combined financial statements

F-4

PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED STATEMENT OF COMBINED OPERATIONS
For the Twelve Months Ended December 31, 2005
(in millions, except per unit data)

		Plains				Pacific				Pro Forma				Plains
		Historical				Historical				Adjustments				Pro Forma
REVENUES		$	31,177.3			$	224.3			$	(12.6)	(d)		$	31,389.0
COSTS AND EXPENSES
Purchases and related costs			30,442.5				—				(11.2)	(d)			30,431.3
Field operating costs			272.5				104.4				(1.4)	(d)			375.5
General and administrative expenses			103.2				18.5				—				121.7
Accelerated long-term incentive plan compensation expense			—				3.1				—				3.1
Line 63 oil release costs			—				2.0				—				2.0
Transaction costs			—				1.8				—				1.8
Depreciation and amortization			83.5				29.4				2.0	(a)			133.5
											(29.4	)(e)
											48.0	(f)
Total costs and expenses			30,901.7				159.2				8.0				31,068.9
Other, net			—				(0.5	)			—				(0.5	)
Share of net income of Frontier			—				1.8				(1.8)	(a)			—
OPERATING INCOME			275.6				66.4				(22.4	)			319.6
OTHER INCOME (EXPENSE)
Equity earnings in unconsolidated affiliates			1.0				—				1.8	(a)			2.8
Interest expense			(59.4	)			(26.7	)			(48.5	)(g)			(132.6	)
											2.0	(a)
Interest income and other income, net			0.6				1.1				—				1.7
Income from continuing operations before income taxes			217.8				40.8				(67.1	)			191.5
Income tax (expense) benefit:
Current			—				(1.3	)			—	(h)			(1.3	)
Deferred			—				0.1				—	(h)			0.1
NET INCOME (LOSS) FROM CONTINUING OPERATIONS		$	217.8			$	39.6			$	(67.1	)		$	190.3
NET INCOME FROM CONTINUING OPERATIONS—LIMITED PARTNERS		$	198.8											$	186.5
NET INCOME FROM CONTINUING OPERATIONS—GENERAL PARTNER		$	19.0											$	3.8
BASIC NET INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT		$	2.77											$	2.00
DILUTED NET INCOME FROM CONTINUING OPERATIONS PER LIMITED PARTNER UNIT		$	2.72											$	1.98
BASIC WEIGHTED AVERAGE UNITS OUTSTANDING			69.3								22.2	(b)		$	91.5
DILUTED WEIGHTED AVERAGE UNITS OUTSTANDING			70.5								22.2	(b)			92.7