{"id":43778,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/unit-transfer-and-contribution-agreement-strome-hedgecap-fund.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"unit-transfer-and-contribution-agreement-strome-hedgecap-fund","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/unit-transfer-and-contribution-agreement-strome-hedgecap-fund.html","title":{"rendered":"Unit Transfer and Contribution Agreement &#8211; Strome Hedgecap Fund LP, PAAI LLC, Plains Resources Inc. and Plains All American Inc."},"content":{"rendered":"<pre>\n\n                    UNIT TRANSFER AND CONTRIBUTION AGREEMENT\n\n                                     AMONG\n\n                           STROME HEDGECAP FUND, L.P.\n\n                              PAAI LLC, AS SELLER\n\n                             PLAINS RESOURCES INC.\n\n                                      AND\n\n                            PLAINS ALL AMERICAN INC.\n\n                            DATED AS OF JUNE 8, 2001\n\n                                        \n\n \n                               TABLE OF CONTENTS\n\n                                                                         Page\nARTICLE I. DEFINITIONS..................................................   2\n\n SECTION 1.01  Certain Defined Terms....................................   2\n\nARTICLE II. PURCHASE AND SALE OF SUBORDINATED UNITS; CLOSING............  11\n\n SECTION 2.01  Sale of Buyer Subordinated Units.........................  11\n SECTION 2.02  Payment of Purchase Price................................  12\n SECTION 2.03  Closing..................................................  12\n SECTION 2.04  Deliveries at the Closing................................  12\n SECTION 2.05  Simultaneous Deliveries..................................  14\n SECTION 2.06  Sales and Transfer Taxes.................................  14\n\nARTICLE III. REPRESENTATIONS AND WARRANTIES OF PARENT, RODEO, INC.\n             AND SELLER.................................................  14\n\n SECTION 3.01  Organization, Authority and Qualification................  15\n SECTION 3.02  Capitalization of the Company; Ownership of the Units....  16\n SECTION 3.03  Company Subsidiaries.....................................  17\n SECTION 3.04  Entity Books and Records.................................  18\n SECTION 3.05  No Conflicts.............................................  19\n SECTION 3.06  Governmental Consents and Approvals......................  19\n SECTION 3.07  SEC Reports, Financial Information, Books and Records....  20\n SECTION 3.08  No Undisclosed Liabilities...............................  20\n SECTION 3.09  Absence of Certain Changes, Events and Conditions........  21\n SECTION 3.10  Litigation...............................................  21\n SECTION 3.11  Compliance with Laws.....................................  21\n SECTION 3.12  Material Contracts.......................................  22\n SECTION 3.13  Employee Benefit Matters.................................  22\n SECTION 3.14  Environmental Matters....................................  23\n SECTION 3.15  Taxes....................................................  24\n SECTION 3.16  Brokers..................................................  25\n SECTION 3.17  No Required Stockholder or Unitholder Vote or Consent....  25\n SECTION 3.18  Fairness Opinion.........................................  25\n SECTION 3.19  Takeover Restrictions....................................  25\n SECTION 3.20  Transactions with Related Parties........................  26\n SECTION 3.21  Title....................................................  26\n\nARTICLE IV. REPRESENTATIONS AND WARRANTIES OF BUYER.....................  26\n\n SECTION 4.01  Organization and Authority of Buyer......................  26\n SECTION 4.02  No Conflict..............................................  27\n SECTION 4.03  Governmental Consents and Approvals......................  27\n SECTION 4.04  Brokers..................................................  27\n SECTION 4.05  Restrictions on Company Business Activities..............  28\n SECTION 4.06  Investment Representations...............................  28\n SECTION 4.07  Financing................................................  28\n SECTION 4.08  Title....................................................  28\n\n \nARTICLE V. ADDITIONAL AGREEMENTS........................................  29\n\n SECTION 5.01  Conduct of Business Prior to the Closing.................  29\n SECTION 5.02  Access to Information....................................  32\n SECTION 5.03  Confidentiality..........................................  32\n SECTION 5.04  Regulatory and Other Authorizations; Notices and Consents  32\n SECTION 5.05  Notice of Certain Matters................................  32\n SECTION 5.06  Expenses.................................................  33\n SECTION 5.07  Cooperation..............................................  33\n SECTION 5.08  Publicity................................................  33\n SECTION 5.09  Credit Agreements........................................  34\n SECTION 5.10  Employee Benefit Matters; Separation.....................  34\n SECTION 5.11  Intentionally Omitted....................................  34\n SECTION 5.12  Certain Contracts........................................  34\n SECTION 5.13  Transfer Restrictions....................................  35\n SECTION 5.14  Restructuring............................................  35\n SECTION 5.15  Company Partnership Agreement............................  35\n\nARTICLE VI. CONTRIBUTIONS...............................................  36\n\n SECTION 6.01  Pre-Closing Events.......................................  36\n SECTION 6.02  Closing Events...........................................  36\n\nARTICLE VII. CONDITIONS TO CLOSING......................................  36\n\n SECTION 7.01  Conditions to the Obligations of Each Party..............  36\n SECTION 7.02  Conditions to the Obligations of Buyer...................  37\n SECTION 7.03  Conditions to the Obligations of Rodeo, Inc. and Seller..  38\n\nARTICLE VIII. TERMINATION AND WAIVER....................................  38\n\n SECTION 8.01  Termination..............................................  38\n SECTION 8.02  Effect of Termination....................................  39\n\nARTICLE IX. GENERAL PROVISIONS..........................................  40\n\n SECTION 9.01  Survival of Representations, Warranties and Covenants....  40\n SECTION 9.02  Notices..................................................  40\n SECTION 9.03  Entire Agreement.........................................  41\n SECTION 9.04  Headings.................................................  41\n SECTION 9.05  Separability.............................................  41\n SECTION 9.06  Assignment...............................................  41\n SECTION 9.07  Amendment................................................  41\n SECTION 9.08  Governing Law; Forum.....................................  41\n SECTION 9.09  Counterparts.............................................  42\n SECTION 9.10  Specific Performance.....................................  42\n SECTION 9.11  Waiver of Jury Trial.....................................  42\n SECTION 9.12  Attorney's Fees..........................................  42\n SECTION 9.13  Extensions, Waivers, Etc.................................  42\n SECTION 9.14  Word Meanings............................................  43\n \n\n \n                                                                  EXECUTION COPY\n\n\n                    UNIT TRANSFER AND CONTRIBUTION AGREEMENT\n\n     UNIT TRANSFER AND CONTRIBUTION AGREEMENT, dated as of June 8, 2001, among\nStrome Hedgecap Fund, L.P. (\"BUYER\"), Plains Resources Inc., a Delaware\ncorporation (\"PARENT\"), Plains All American Inc., a Delaware corporation and\nwholly-owned subsidiary of Parent (\"RODEO, INC.\") and PAAI LLC, a Delaware\nlimited liability company and wholly-owned, direct subsidiary of Rodeo, Inc.\n(\"SELLER\").\n\n                                   RECITALS:\n\n     WHEREAS, Seller is the record and beneficial owner of at least 6,686,412\nsubordinated units (the \"SUBORDINATED UNITS\") of Rodeo, L.P., a Delaware limited\npartnership (the \"COMPANY\");\n\n     WHEREAS, Seller desires to sell 106,981 Subordinated Units to Buyer (the\n\"BUYER SUBORDINATED UNITS\") and Buyer desires to purchase such Buyer\nSubordinated Units, on the terms and subject to the conditions set forth in this\nAgreement;\n\n     WHEREAS, prior to the Closing, Rodeo, Inc. desires to (a) form Plains AAP,\nL.P., a Delaware limited partnership (\"NEWCO LP\"), pursuant to the DLPA (as\nhereinafter defined) and pursuant to the certificate of limited partnership\nattached to the Sable Agreement as Exhibit A (the \"NEWCO LP CERTIFICATE\") and\nthe limited partnership agreement attached to the Sable Agreement (as defined\nbelow) as Exhibit B (the \"INITIAL NEWCO LP AGREEMENT\"), (b) form Plains All\nAmerican GP LLC, a Delaware limited liability company (\"NEWCO GP LLC\"), pursuant\nto the Delaware Limited Liability Company Act and pursuant to the limited\nliability company certificate attached to the Sable Agreement as Exhibit C (the\n\"NEWCO GP LLC CERTIFICATE\") and the limited liability company agreement attached\nto the Sable Agreement as Exhibit D (the \"INITIAL NEWCO GP LLC AGREEMENT\"), to\nact as the general partner of Newco LP, and (c)  contribute such percentage of\nincentive distribution rights of the Company (the \"LLC INCENTIVE DISTRIBUTIONS\nRIGHTS\")  equal to one percent (1%) of the aggregate fair market value of the GP\nInterest (as hereinafter defined), the Operating Partnerships GP Interests (as\nhereinafter defined) and the incentive distribution rights of the Company to\nNewco GP LLC, which will further contribute the LLC Incentive Distribution\nRights to Newco LP and (d) contribute the GP Interest, the Operating\nPartnerships GP Interests and such percentage of incentive distribution rights\nof the Company (the \"LP INCENTIVE DISTRIBUTION RIGHTS\") equal to (i) one hundred\npercent, less (ii) the LLC Incentive Distribution Rights, to NEWCO LP as its\ncapital contribution as Newco LP's limited partner;\n\n     WHEREAS, Rodeo, Inc., as the initial member of Newco GP LLC, the general\npartner of Newco LP, and as the initial limited partner of Newco LP desires at\nthe Closing to (a) amend and restate the Initial Newco GP LLC Agreement to be as\nset forth in Exhibit E to the Sable Agreement (the \"NEWCO GP LLC OPERATING\nAGREEMENT\"), (b) to amend and restate the Initial Newco LP Agreement to be as\nset forth in Exhibit F hereto (the \"NEWCO LP PARTNERSHIP AGREEMENT\"), (c) to\nadmit Buyer as a member of Newco GP LLC with a Percentage Interest (as defined\nin the Newco GP LLC Operating Agreement) of 1.066% of Newco GP LLC (the \"BUYER\nNEWCO GP LLC INTEREST\") in exchange for an initial capital contribution of\n$7,995 that will then be distributed to Rodeo, Inc. and (d) admit Buyer as a\nlimited partner of Newco LP with a \n\n                                       1\n\n \nPartnership Percentage (as defined in the Newco LP Partnership Agreement) of\n1.055% of Newco LP (the \"BUYER NEWCO LP INTEREST\") in exchange for an initial\ncapital contribution of $791,505 that will then be distributed to Rodeo, Inc.;\n\n     WHEREAS, Seller, Rodeo, Inc. and Parent have entered into Unit Transfer and\nContribution Agreements (the \"UNIT TRANSFER AGREEMENTS\") with Sable Investments,\nL.P. (\"SABLE INVESTMENTS\"), Sable Holdings L.P. (\"SABLE HOLDINGS\"), Mark Strome\n(\"STROME\"), John T. Raymond (\"RAYMOND\"), Kafu Holdings, LLC (\"KAFU\") and E-\nHoldings III, L.P. (\"E-HOLDINGS\") and Rodeo, Inc. and Parent have entered into a\nContribution Agreement (the \"CONTRIBUTION AGREEMENT\" and, together with the Unit\nTransfer Agreements, the \"INVESTOR AGREEMENTS\") with PAA Management, L.P.\n(\"MANAGEMENT ENTITY\" and, together with Sable Investments, Sable Holdings, E-\nHoldings, Strome, Raymond and Kafu, the \"OTHER MEMBERS\"); and\n\n                                   AGREEMENT:\n\n     NOW, THEREFORE, in consideration of the premises and the mutual promises\nherein made, and in consideration of the representations, warranties, agreements\nand covenants herein, the parties hereto hereby agree as follows:\n\n                                   ARTICLE I.\n\n                                  DEFINITIONS\n\n     SECTION 1.01  Certain Defined Terms. As used in this Agreement, the\nfollowing terms shall have the following meanings:\n\n     \"ACTION\" means any claim, action, suit, arbitration, inquiry, proceeding or\ninvestigation by or before any Governmental Authority.\n\n     \"AFFILIATE\" means, with respect to any specified Person, any other Person\nthat directly, or indirectly through one or more intermediaries, controls, is\ncontrolled by, or is under common control with, such specified Person.\n\n     \"AGREEMENT\" or \"THIS AGREEMENT\" means this Agreement, dated as of June 8,\n2001, among Buyer, Parent, Rodeo, Inc. and Seller and all amendments hereto made\nin accordance with the provisions of Section 9.07.\n\n     \"AUDIT\" means any audit, assessment of Taxes, other examination by any Tax\nAuthority, proceeding or appeal of such proceeding relating to Taxes.\n\n     \"BENEFIT ARRANGEMENT\" shall mean any employment, consulting, severance or\nother similar contract, arrangement or policy and each plan, arrangement\n(written or oral), program, agreement or commitment providing for insurance\ncoverage (including without limitation any self-insured arrangements), workers'\ncompensation, disability benefits, supplemental unemployment benefits, vacation\nbenefits, retirement benefits, life, health, disability or accident benefits\n(including without limitation any \"voluntary employees' beneficiary association\"\nas \n\n                                       2\n\n \ndefined in Section 501(c)(9) of the Code providing for the same or other\nbenefits) or for deferred compensation, profit-sharing bonuses, stock options,\nrestricted stock, phantom stock, stock appreciation rights, stock purchases or\nother forms of incentive compensation or post-retirement insurance, compensation\nor benefits which (i) is not a Welfare Plan, Pension Plan or Multiemployer Plan\nand (ii) covers any current or former employee, director, or consultant of the\nCompany, Seller or any ERISA Affiliate (with respect to their relationship with\nsuch entities).\n\n     \"BUSINESS DAY\" means any day that is not a Saturday, a Sunday or other day\non which banks are required or authorized by law to be closed in the City of New\nYork.\n\n     \"BUYER\" has the meaning specified in the introductory paragraph to this\nAgreement.\n\n     \"BUYER NEWCO GP LLC INTEREST\" has the meaning specified in the recitals to\nthis Agreement.\n\n     \"BUYER NEWCO LP INTEREST\" has the meaning specified in the recitals to this\nAgreement.\n\n     \"BUYER SUBORDINATED UNITS\" has the meaning specified in the recitals to\nthis Agreement.\n\n     \"BUYER UNIT PURCHASE PRICE\" means $22.00 per unit, subject to appropriate\nadjustment to reflect any split, subdivision, dividend of partnership interest,\ncombination or other recapitalization.\n\n     \"CLASS B COMMON UNITS\" shall mean the class B common units of the Company.\n\n     \"CLOSING\" has the meaning specified in Section 2.03.\n\n     \"CLOSING DATE\" has the meaning specified in Section 2.03.\n\n     \"CODE\" shall mean the Internal Revenue Code of 1986, as amended, and the\nRegulations promulgated thereunder.\n\n     \"COMMON UNITS\" shall mean the common units of the Company.\n\n     \"COMPANY\" has the meaning specified in the recitals to this Agreement.\n\n     \"COMPANY FINANCIAL STATEMENTS\" has the meaning specified in \nSection 3.07(b).\n\n     \"COMPANY PARTNERSHIP AGREEMENT\" means the Second Amended and Restated\nAgreement of Limited Partnership of the Company dated as of November 23, 1998,\nas amended to the date of this Agreement.\n\n     \"COMPANY SEC REPORTS\" has the meaning specified in Section 3.07(a).\n\n     \"COMPANY SUBSIDIARY\" means, with respect to the Company, any corporation,\npartnership, association or other business entity of which (i) if a corporation,\na majority of the total voting power of shares of stock entitled (irrespective\nof whether, at the time, stock of any other class or classes of such corporation\nshall have or might have voting power by reason of the happening of any\ncontingency) to vote in the election of directors, managers or trustees thereof\nis \n\n                                       3\n\n \nat the time owned or controlled, directly or indirectly, by the Company or\none or more of the other Subsidiaries of the Company or a combination thereof,\nor (ii) if a partnership, association or other business entity, a majority of\neither (x) the partnership or other similar ownership interest thereof, or (y)\nthe stock or other equity interest of such partnership, association or other\nbusiness entity's general partner, managing member or similar controlling\nPerson, is at the time owned or controlled, directly or indirectly, by the\nCompany or one or more Subsidiaries of the Company or a combination thereof.\n\n     \"CONTROL\" (including the terms \"CONTROLLED BY\" and \"UNDER COMMON CONTROL\nWITH\"), with respect to the relationship between or among two or more Persons,\nmeans the possession, directly or indirectly, or as trustee or executor, of the\npower to direct or cause the direction of the affairs or management of a Person,\nwhether through the ownership of voting securities, as trustee or executor, by\ncontract or otherwise, including, without limitation, the ownership, directly or\nindirectly, of securities having the power to elect a majority of the board of\ndirectors or similar body governing the affairs of such Person.\n\n     \"COURT\" shall mean any court, tribunal, or other judicial or arbitral panel\nof the United States, any foreign country, or any domestic or foreign state, and\nany political subdivision or agency thereof.\n\n     \"CREDIT AGREEMENTS\" means that certain Amended and Restated Credit\nAgreement [Letter of Credit and Hedged Inventory Facility], dated May 4, 2001,\namong the Company, the Operating Partnerships, Fleet National Bank, as agent,\nand certain lenders named therein, as amended through the date hereof, and that\ncertain Amended and Restated Credit Agreement [Revolving Credit Facility], dated\nMay 4, 2001, among the Company, the Operating Partnerships and Fleet National\nBank, as agent, and certain lenders named therein, as amended through the date\nhereof, as each may be amended from time to time as provided for in Section 5.01\nof the Disclosure Letter.\n\n     \"DGCL\" means the Delaware General Corporation Law.\n\n     \"DLPA\" means the Delaware Revised Uniform Limited Partnership Act.\n\n     \"DISCLOSURE LETTER\" means the disclosure letter delivered by Parent, Rodeo,\nInc. and Seller to Sable Holdings, Sable Investments, Kafu and E-Holdings on May\n8, 2001.\n\n     \"E-HOLDINGS\" has the meaning specified in the recitals to this Agreement.\n\n     \"EMPLOYEE PLANS\" shall mean all Benefit Arrangements, Multiemployer Plans,\nPension Plans and Welfare Plans.\n\n     \"ENCUMBRANCE\" means any security interest, pledge, mortgage, lien\n(including, without limitation, environmental and tax liens), charge,\nencumbrance, adverse claim, any defect or imperfection in title, preferential\narrangement or restriction, right to purchase, right of first refusal or other\nburden or encumbrance of any kind.\n\n     \"ENVIRONMENTAL LAWS\" means any Law in effect on the date of this Agreement\nrelating to pollution or protection of the environment, health, safety or\nnatural resources, including, but \n\n                                       4\n\n \nnot limited to, Laws pertaining to the use, handling, transportation, storage,\ndisposal, release or discharge of Hazardous Materials.\n\n     \"ERISA\" means the Employee Retirement Income Security Act of 1974, as\namended, and the Regulations promulgated thereunder.\n\n     \"ERISA AFFILIATE\" shall mean any business or entity which is a member of a\n\"controlled group of corporations\" with, under \"common control\" with, or a\nmember of an \"affiliated service group\" with the Company or Rodeo, Inc. under\nSection 414(b), (c) or (m) of the Code, or which is required to be aggregated\nwith the Company or Rodeo, Inc. under Section 414(o) of the Code, or which is\nunder \"common control\" with the Company or Rodeo, Inc., within the meaning of\nSection 4001(a)(14) of ERISA.\n\n     \"EXCHANGE ACT\" means the Securities Exchange Act of 1934, as amended, and\nthe rules and regulations promulgated thereunder.\n\n     \"GP\" means the general partner of the Company.\n\n     \"GP INTEREST\" means the ownership interest of the general partner in the\nCompany (in its capacity as general partner).\n\n     \"GOVERNMENTAL AUTHORITY\" means any United States federal, state, local or\nany foreign government, governmental, regulatory or administrative authority,\nagency or commission or any Court.\n\n     \"GOVERNMENTAL ORDER\" means any order, writ, judgment, injunction, decree,\nstipulation, determination or award entered by or with any Governmental\nAuthority.\n\n     \"HAZARDOUS MATERIALS\" means (i) petroleum and petroleum products, by-\nproducts or breakdown products, radioactive materials, asbestos-containing\nmaterials and polychlorinated biphenyls, and (ii) other chemicals, materials or\nsubstances defined or regulated as toxic or hazardous or as pollutants,\ncontaminants or waste under any applicable Environmental Law.\n\n     \"HEDGING CONTRACT\" means (a) any agreement providing for options, swaps,\nfloors, caps, collars, forward sales or forward purchases involving interest\nrates, commodities or commodity prices, equities, currencies, bonds, or indexes\nbased on any of the foregoing, (b) any option, futures or forward contract\ntraded on an exchange, and (c) any other derivative agreement or other similar\nagreement or arrangement.\n\n     \"HYDROCARBONS\" means crude oil, natural gas, casinghead gas, condensate,\nsulphur, natural gas liquids, plant products and other liquid or gaseous\nhydrocarbons produced in association therewith, including, without limitation,\ncoalbed methane and gas and CO\\\\2\\\\.\n\n     \"INCENTIVE DISTRIBUTION RIGHTS\" means those certain limited partner\ninterests in the Company that confer on the holders thereof the right to cash\ndistributed by the Company pursuant to Sections 6.4(a)(iv), (v) and (vi) and\n6.4(b)(ii), (iii) and (iv) of the Company Partnership Agreement.\n\n                                       5\n\n \n     \"INDEBTEDNESS\" means, with respect to any Person, its Liabilities (without\nduplication) in any of the following categories:\n\n     (a)  Liabilities for borrowed money,\n\n     (b)  Liabilities constituting an obligation to pay the deferred purchase\nprice of property or services,\n\n     (c)  Liabilities evidenced by a bond, debenture, note or similar\ninstrument,\n\n     (d)  Liabilities (other than reserves for taxes and reserves for contingent\nobligations) which (i) would under U.S. GAAP be shown on such Person's balance\nsheet as a liability and (ii) are payable more than one year from the date of\ncreation or incurrence thereof,\n\n     (e)  Liabilities arising under Hedging Contracts (on a net basis to the\nextent netting is provided for in the applicable Hedging Contract),\n\n     (f)  Liabilities constituting principal under capital leases,\n\n     (g)  Liabilities arising under conditional sales or other title retention\nagreements,\n\n     (h)  Liabilities owing under direct or indirect guaranties of Liabilities\nof any other Person or otherwise constituting obligations to purchase or acquire\nor to otherwise protect or insure a creditor against loss in respect of\nLiabilities of any other Person (such as obligations under working capital\nmaintenance agreements, agreements to keep-well, or agreements to purchase\nLiabilities, assets, goods, securities or services), but excluding endorsements\nin the ordinary course of business of negotiable instruments in the course of\ncollection,\n\n      (i)  Liabilities consisting of an obligation to purchase or redeem\nsecurities or other property, if such Liabilities arise out of or in connection\nwith the sale or issuance of the same or similar securities or property (for\nexample, repurchase agreements, manditorily redeemable preferred stock and\nsale\/leaseback agreements),\n\n      (j)  Liabilities with respect to letters of credit or applications or\nreimbursement agreements therefor,\n\n      (k)  Liabilities with respect to banker's acceptances, or\n\n      (l)  Liabilities with respect to obligations to deliver goods or services\nin consideration of advance payments therefor;\n\nprovided, however, that the \"Indebtedness\" of any Person shall not include\nLiabilities that were incurred in the ordinary course of business by such Person\non ordinary trade terms to vendors, suppliers or other Persons providing goods\nand services for use by such Person in the ordinary course of its business,\nunless and until such Liabilities are outstanding more than 120 days after the\ndate the respective goods are delivered or the respective services are rendered,\nother than Liabilities contested in good faith by appropriate proceedings, if\nrequired, and for which adequate reserves are maintained on the books of such\nPerson in accordance with U.S. GAAP.\n\n                                       6\n\n \n     \"INITIAL NEWCO GP LLC AGREEMENT\" has the meaning specified in the recitals\nto this Agreement.\n\n     \"INITIAL NEWCO LP AGREEMENT\" has the meaning specified in the recitals to\nthis Agreement.\n\n     \"INTRACOMPANY ARRANGEMENTS\" means any transactions, arrangements,\nagreements, commitments or understandings solely between the Company and any\nwholly owned Company Subsidiaries (or Company Subsidiaries owned entirely by the\nCompany together with the GP) or among any of them.\n\n     \"INVESTOR AGREEMENTS\" has the meaning specified in the recitals to this\nAgreement.\n\n     \"IRS\" means the Internal Revenue Service of the United States.\n\n     \"KNOWLEDGE\" means an individual will be deemed to have knowledge of a\nparticular fact or matter if such individual is actually aware of such fact or\nmatter after inquiry reasonable under the circumstances.  A Person other than an\nindividual will be deemed to have \"Knowledge\" of a particular fact or matter if\nany individual who is serving as a director, executive officer, general partner,\nmanaging member, executor, trustee or similar position of such Person or a\nSubsidiary of such Person has Knowledge of such fact or matter.\n\n     \"LAWS\" shall mean all laws, statutes, ordinances, rulings and Regulations\nof the United States, any foreign country, or any domestic or foreign state, and\nany political subdivision or agency thereof, including all decisions of Courts\nhaving the effect of law in each such jurisdiction.\n\n     \"LIABILITIES\" means any and all debts, liabilities and obligations, whether\naccrued or fixed, absolute or contingent, matured or unmatured, or determined or\ndeterminable, including, without limitation, those arising under any Law, Action\nor Governmental Order, and those arising under any contract or agreement.\n\n     \"LLC INCENTIVE DISTRIBUTION RIGHTS\" has the meaning specified in the\nrecitals to this Agreement.\n\n     \"LP INCENTIVE DISTRIBUTION RIGHTS\" has the meaning specified in the\nrecitals to this Agreement.\n\n     \"MANAGEMENT ENTITY\" has the meaning specified in the recitals to this\nAgreement.\n\n     \"MARKETING AGREEMENT\" means that certain Crude Oil Marketing Agreement,\ndated November 23, 1998, among Parent, Plains Illinois Inc., Stocker Resources,\nL.P., Calumet Florida, Inc. and Plains Marketing, L.P., as amended from time to\ntime.\n\n     \"MATERIAL ADVERSE EFFECT\" means any event, circumstance, condition,\ndevelopment or occurrence causing, resulting in or having (or with the passage\nof time likely to cause, result in or have) a material adverse effect on the\nfinancial condition, business, assets, properties or results of operations of\nthe Company and the Company Subsidiaries taken as a whole, except to \n\n                                       7\n\n \nthe extent such effect is attributable to the execution of this Agreement and\nthe announcement thereof, but shall not include events, circumstances,\nconditions, developments or occurrences that are generally applicable to (i) the\nmidstream segment of the oil and gas industry, (ii) the United States economy or\n(iii) the United States security markets.\n\n     \"MATERIAL CONTRACTS\" has the meaning specified in Section 3.12(a).\n\n     \"MEMBER\" has the meaning specified in the Newco GP LLC Operating Agreement.\n\n     \"MULTIEMPLOYER PLAN\" shall mean any \"multiemployer plan,\" as defined in\nSections 3(37) or 4001(a)(3) of ERISA, which (i) is  entered into, maintained,\nadministered, contributed to or required to be contributed to, as the case may\nbe, by the Company, Rodeo, Inc. or any ERISA Affiliate and (ii) covers any\nemployee or former employee of the Company, Rodeo, Inc. or any ERISA Affiliate\n(with respect to their relationship with such entities).\n\n     \"NEWCO GP LLC\" has the meaning specified in the recitals to this Agreement.\n\n     \"NEWCO GP LLC CERTIFICATE\" has the meaning specified in the recitals to\nthis Agreement.\n\n     \"NEWCO GP LLC OPERATING AGREEMENT\" has the meaning specified in the\nrecitals to this Agreement.\n\n     \"NEWCO LP\" has the meaning specified in the recitals to this Agreement.\n\n     \"NEWCO LP CERTIFICATE\" has the meaning specified in the recitals to this\nAgreement.\n\n     \"NEWCO LP PARTNERSHIP AGREEMENT\"  has the meaning specified in the recitals\nto this Agreement.\n\n     \"OMNIBUS AGREEMENT\" means that certain Omnibus Agreement, dated November\n23, 1998, among Parent, Rodeo, Inc., the Company and the Operating Partnerships,\nas amended from time to time.\n\n     \"OPERATING PARTNERSHIPS\" means Plains Marketing, L.P. and All American\nPipeline, L.P.\n\n     \"OPERATING PARTNERSHIPS AGREEMENTS\" means the Amended and Restated\nAgreement of Limited Partnership of Plains Marketing, L.P., dated as of November\n23, 1998 and the Amended and Restated Agreement of Limited Partnership of All\nAmerican Pipeline, L.P., dated as of November 23, 1998.\n\n     \"OPERATING PARTNERSHIPS GP\" means the general partner of each of the\nOperating Partnerships.\n\n     \"OPERATING PARTNERSHIPS GP INTERESTS\" means, collectively, the 1.0101%\nownership interest of the Operating Partnerships GP in Plains Marketing, L.P.\nand the .001% ownership interest of the Operating Partnerships GP in All\nAmerican Pipeline, L.P.\n\n     \"OTHER MEMBERS\" has the meaning specified in the recitals to this\nAgreement.\n\n                                       8\n\n \n     \"PARENT\" has the meaning specified in the introductory paragraph to this\nAgreement.\n\n     \"PBGC\" means the Pension Benefit Guaranty Corporation.\n\n     \"PENSION PLAN\" shall mean any \"employee pension benefit plan\" as defined in\nSection 3(2) of ERISA (other than a Multiemployer Plan) which (i) is entered\ninto, maintained, administered, contributed to or required to be contributed to,\nas the case may be, by the Company, Rodeo, Inc. or any ERISA Affiliate and (ii)\nwhich covers any current or former employee, director, or consultant of the\nCompany, Rodeo, Inc. or any ERISA Affiliate (with respect to their relationship\nwith such entities).\n\n     \"PERCENTAGE INTEREST\" has the meaning specified in the Newco GP LLC\nOperating Agreement.\n\n     \"PERMITTED ENCUMBRANCES\" means (i) such of the following as to which no\nenforcement, collection, execution, levy or foreclosure proceeding shall have\nbeen commenced: (a) liens for taxes, assessments and governmental charges or\nlevies not yet due and payable; (b) Encumbrances imposed by Law, such as\nmaterialmen's, mechanics', carriers', workmen's and repairmen's liens and other\nsimilar liens arising in the ordinary course of business; (c) pledges or\ndeposits to secure obligations under workers' compensation laws or similar\nlegislation or to secure public or statutory obligations; (d) minor survey\nexceptions, reciprocal easement agreements and other customary Encumbrances on\ntitle to real property that do not, individually or in the aggregate, materially\nadversely affect the value or use of property subject thereto for its current\nand anticipated purposes; (e) easements, rights-of-way, restrictions, and other\nEncumbrances on, over, or in respect of any property of the Company or any\nCompany Subsidiary which will not materially interfere with the value, operation\nor use of any of the affected properties of the Company or any Company\nSubsidiary; and (f) rights reserved to or vested in any Governmental Authority\nto control or regulate any property of the Company or any Company Subsidiary in\nany manner and (ii) any and all Encumbrances imposed, contemplated or permitted\nby the Credit Agreements.\n\n     \"PERMITTED TRANSFEREE\" shall mean any Person who shall have acquired and\nwho shall hold Subordinated Units, or portion thereof, pursuant to a Permitted\nTransfer.\n\n     \"PERMITTED TRANSFERS\" shall have the meaning specified in Section 5.13(a).\n\n     \"PERSON\" means any individual, partnership, corporation, limited liability\ncompany, trust, incorporated or unincorporated organization or other legal\nentity of any kind.\n\n     \"PURCHASE PRICE\" means an amount equal to:  the number of Buyer\nSubordinated Units to be sold hereunder multiplied by the Buyer Unit Purchase\nPrice.\n\n     \"REFERENCE BALANCE SHEET\" means the consolidated balance sheet of the\nCompany, dated as of March 31, 2001, included in the Company Financial\nStatements.\n\n     \"REGISTRATION RIGHTS AGREEMENT\" means the Registration Rights Agreement, by\nand among the Company and Rodeo, Inc., Buyer, Sable Holdings, E-Holdings, Kafu,\nRaymond and Strome, in the form attached to the Sable Agreement as Exhibit G.\n\n                                       9\n\n \n     \"REGULATION\" shall mean any rule or regulation of any Governmental\nAuthority having the effect of law.\n\n     \"REPRESENTATIVES\" has the meaning specified in Section 5.02.\n\n     \"RODEO, INC.\" has the meaning specified in the introductory paragraph to\nthis Agreement.\n\n     \"RODEO, INC. MATERIAL ADVERSE EFFECT\" means any event, circumstance,\ncondition, development or occurrence causing, resulting in or having (or with\nthe passage of time likely to cause, result in or have) a material adverse\neffect on the financial condition, business, assets, properties, prospects or\nresults of operations of Rodeo, Inc. and its Subsidiaries taken as a whole,\nexcept to the extent that such effect is attributable to the execution of this\nAgreement and the announcement thereof, but shall not include events,\ncircumstances, conditions, developments or occurrences that are generally\napplicable to (i) the midstream segment of the oil and gas industry, (ii) the\nUnited States economy, or (iii) the United States security markets.\n\n     \"SABLE AGREEMENT\" means that certain Unit Transfer and Contribution\nAgreement, dated as of May 8, 2001, by and among Sable Investments, Sable\nHoldings, Parent, Rodeo, Inc. and Seller.\n\n     \"SABLE HOLDINGS\" has the meaning specified in the recitals to this\nAgreement.\n\n     \"SABLE INVESTMENTS\" has the meaning specified in the recitals to this\nAgreement.\n\n     \"SABLE PARTIES\" shall mean Sable Holdings and Sable Investments.\n\n     \"SEC\" means the United States Securities and Exchange Commission.\n\n     \"SECURITIES ACT\" means the Securities Act of 1933, as amended, and the\nrules and regulations promulgated thereunder.\n\n     \"SELLER\" has the meaning specified in the introductory paragraph to this\nAgreement.\n\n     \"SERIES F AMOUNT\" has the meaning specified in Section 2.02.\n\n     \"SERIES F PREFERRED \" means the Series F Cumulative Convertible Preferred\nStock of Parent.\n\n     \"SUBORDINATED UNITS\" has the meaning specified in the recitals to this\nAgreement.\n\n     \"SUBSIDIARY\" means, with respect to any Person, any corporation,\npartnership, association or other business entity of which (i) if a corporation,\na majority of the total voting power of shares of stock entitled (irrespective\nof whether, at the time, stock of any other class or classes of such corporation\nshall have or might have voting power by reason of the happening of any\ncontingency) to vote in the election of directors, managers or trustees thereof\nis at the time owned or controlled, directly or indirectly, by that Person or\none or more of the other Subsidiaries of that Person or a combination thereof,\nor (ii) if a partnership, association or other business entity, a majority of\neither (x) the partnership or other similar ownership interest \n\n                                       10\n\n \nthereof, or (y) the stock or other equity interest of such partnership,\nassociation or other business entity's general partner, managing member or\nsimilar controlling Person is at the time owned or controlled, directly or\nindirectly, by such Person or one or more Subsidiaries of that Person or a\ncombination thereof.\n\n     \"TAX\" or \"TAXES\" means any and all taxes, fees, levies, duties, tariffs,\nimposts, and other charges of any kind (together with any and all interest,\npenalties, additions to tax and additional amounts imposed with respect thereto)\nimposed by any government or taxing authority, including, without limitation:\ntaxes or other charges on or with respect to income, franchises, windfall or\nother profits, gross receipts, property, sales, use, capital stock, payroll,\nemployment, social security, workers' compensation, unemployment compensation or\nnet worth; taxes or other charges in the nature of excise, withholding, ad\nvalorem, stamp, transfer, value added, or gains taxes; license, registration and\ndocumentation fees; and customs duties, tariffs, and similar charges.\n\n     \"TAX AUTHORITY\" means the IRS and any other domestic or foreign\nGovernmental Authority responsible for the administration of Taxes.\n\n     \"TERMINATION DATE\" has the meaning specified in Section 8.01(b).\n\n     \"TRANSFER\" or \"TRANSFERRED\" means to give, sell, exchange, assign,\ntransfer, pledge, hypothecate, bequeath, devise or otherwise dispose of or\nencumber voluntarily or involuntarily, by operation of law or otherwise.  When\nreferring to Subordinated Units, \"Transfer\" means the Transfer of such\nSubordinated Units whether of record, beneficially, by participation or\notherwise.\n\n     \"UNITS\" means the Common Units, the Class B Common Units and the\nSubordinated Units.\n\n     \"U.S. GAAP\" means United States generally accepted accounting principles\nand practices as in effect from time to time and applied consistently throughout\nthe periods involved.\n\n     \"VALUE ASSURANCE AGREEMENT\" means the Value Assurance Agreement, by and\nbetween Parent and Buyer, in the form attached to the Sable Agreement as \nExhibit H.\n\n     \"WELFARE PLAN\" shall mean any \"employee welfare benefit plan\" as defined in\nSection 3(1) of ERISA, which (i) is entered into, maintained, administered,\ncontributed to or required to be contributed to, as the case may be, by the\nCompany, Seller or any ERISA Affiliate and (ii) which covers any current or\nformer employee, director, or consultant of the Company, Seller or any ERISA\nAffiliate (with respect to their relationship with such entities).\n\n\n                                  ARTICLE II.\n\n                PURCHASE AND SALE OF SUBORDINATED UNITS; CLOSING\n\n     SECTION 2.01  Sale of Buyer Subordinated Units. Subject to the terms and\nconditions and in reliance upon the representations and warranties set forth in\nthis Agreement, at \n\n                                       11\n\n \nthe Closing, Seller shall sell and assign to Buyer, and Buyer shall purchase and\nacquire from Seller, the Buyer Subordinated Units for the Purchase Price free\nand clear of all Encumbrances and subject to no restrictions other than those\nrestrictions on the transfer of the Buyer Subordinated Units contemplated\nhereby, or arising from applicable federal and state securities laws and from\nthe terms of the Company Partnership Agreement.\n\n     SECTION 2.02  Payment of Purchase Price. At the Closing, Buyer shall pay to\nSeller the Purchase Price by (i) delivering 770.274 shares of Series F Preferred\nto the Seller with an aggregate value of $1,507,910 (the \"SERIES F AMOUNT\") and\n(ii) by wire transfer of the Purchase Price less the Series F Amount of\nimmediately available funds to the bank account set forth on a notice given by\nSeller to Buyer not later than three (3) Business Days prior to the Closing\nDate; provided, however, that if the Closing has not occurred by June 9, 2001,\nthe Series F Amount shall be increased by an amount equal to the value of unpaid\ndividends accrued on the Series F Preferred from June 9, 2001 through the\nClosing Date with respect to the number of shares of Series F Preferred\nreferenced in clause (i). The Purchase Price shall be subject to adjustment\npursuant to the Value Assurance Agreement.\n\n     SECTION 2.03  Closing.  The consummation of the transactions contemplated\nby this Agreement (the \"CLOSING\") shall take place at the offices of Vinson &amp; Elkins L.L.P., 2300 First City Tower, 1001 Fannin Street, Houston, Texas 77002,\non later of (x) June 8, 2001 and (y) the Business Day after satisfaction or\nwaiver of the conditions set forth in Article VII. The Closing may be postponed\nto such other date as the parties hereto may mutually agree. The date on which\nthe Closing occurs is referred to in this Agreement as the \"CLOSING DATE.\"\n\n     SECTION 2.04  Deliveries at the Closing.  At the Closing:\n\n     (a)  Parent shall deliver, or cause to be delivered, to the Buyer the\nfollowing:\n\n          (i)   intentionally omitted;\n\n          (ii)  a Secretary's certificate, in the form of Exhibit J to the Sable\nAgreement, duly executed on Parent's behalf;\n\n          (iii) executed counterparts of the approvals and consents referred to\nin Section 7.02(b);\n\n          (iv)  executed counterparts of the waiver and consent referred to in\nSection 7.01(c);\n\n          (v)   the Value Assurance Agreement executed by Parent; and\n\n          (vi)  such other documents, instruments and certificates as Buyer may\nreasonably request in connection with the transactions contemplated by this\nAgreement.\n\n     (b)  Seller shall deliver, or cause to be delivered, to Buyer the\nfollowing:\n\n          (i)   certificates representing the Buyer Subordinated Units, in each\ncase endorsed in blank or together with duly executed transfer powers, a\nTransfer Application \n\n                                       12\n\n \n(as defined in the Company Partnership Agreement) for each of the Buyer\nSubordinated Units, and an acknowledgement of Newco LP or other written\nevidence, in form and substance satisfactory to Buyer, that Buyer has been\nadmitted as a substitute limited partner of the Company with respect to the\nBuyer Subordinated Units in accordance with the terms of the Company Partnership\nAgreement and that such admission has been reflected on the books and records of\nthe Company;\n\n          (ii)  a receipt for the payment of the Purchase Price received by\nSeller;\n\n          (iii) intentionally omitted;\n\n          (iv)  a secretary's certificate, in the form of Exhibit J to the Sable\nAgreement, duly executed on Seller's behalf.\n\n     (c)  Rodeo, Inc. shall deliver, or cause to be delivered, to Buyer the\nfollowing:\n\n          (i)    intentionally omitted;\n\n          (ii)   a secretary's certificate, in the form of Exhibit J to the\nSable Agreement, duly executed on Rodeo, Inc.'s behalf;\n\n          (iii)  executed counterparts of the approvals and consents referred to\nin Section 7.02(b);\n\n          (iv)   executed counterparts of the waiver and consent referred to in\nSection 7.01(c);\n\n          (v)    the Newco LP Partnership Agreement and the Newco GP LLC\nOperating Agreement, executed by Rodeo, Inc. and the Other Members;\n\n          (vi)   the Registration Rights Agreement executed by the Company,\nRodeo, Inc., and the Other Members;\n\n          (vii)  an executed copy of each of the Newco GP LLC Certificate, the\nInitial Newco GP LLC Agreement, the Newco LP Certificate and the Initial Newco\nLP Agreement, each as in effect as of the Closing Date;\n\n          (viii) documents reasonably acceptable to Buyer evidencing the\ntransfer of (A) the LLC Incentive Distribution Rights from Rodeo, Inc. to Newco\nGP LLC, (B) the LLC Incentive Distribution Rights from Newco GP LLC to Newco LP,\nand (C) the GP Interest, the Operating Partnerships GP Interests and the LP\nIncentive Distribution Rights from Rodeo, Inc. to Newco LP; and\n\n          (ix)   such other documents, instruments and certificates as the Buyer\nmay reasonably request in connection with the transactions contemplated by this\nAgreement.\n\n                                       13\n\n \n     (d)  The Buyer, as applicable, shall deliver, or cause to be delivered, the\nfollowing:\n\n          (i)   the Purchase Price to Seller with the cash portion being paid\nin federal or other immediately available funds by wire transfer in accordance\nwith Section 2.02;\n\n          (ii)  intentionally omitted;\n\n          (iii) to Rodeo, Inc., the Newco LP Partnership Agreement and the\nNewco GP LLC Operating Agreement, executed by Buyer;\n\n          (iv)  to Parent and Rodeo, Inc., the Registration Rights Agreement\nexecuted by Buyer;\n\n          (v)   to Parent, the Value Assurance Agreement executed by Buyer; and\n\n          (vi)  to Newco GP LLC and Newco LP, as the case may be, Buyer's\ninitial capital contribution under the Newco GP LLC Operating Agreement and the\nNewco LP Partnership Agreement for Buyer Newco GP LLC Interest, and Buyer Newco\nLP Interest.\n\n     SECTION 2.05  Simultaneous Deliveries. The delivery of the documents\nrequired to be delivered at the Closing pursuant to this Agreement shall be\ndeemed to occur simultaneously. No delivery shall be effective until each party\nhereto has received or waived receipt of all the documents that this Agreement\nentitles such party to receive.\n\n     SECTION 2.06  Sales and Transfer Taxes.  Any Taxes and any transfer,\nrecording or similar fees and charges arising out of or in connection with the\ntransactions contemplated by this Agreement shall be borne by Parent.\n\n                                 ARTICLE III.\n        REPRESENTATIONS AND WARRANTIES OF PARENT, RODEO, INC. AND SELLER\n\n     Except as disclosed in the Disclosure Letter delivered to Buyer prior to\nthe execution of this Agreement or in the Company SEC Reports filed prior to the\ndate hereof, each of Parent, Rodeo, Inc., and Seller, jointly and severally,\nhereby represent and warrant to Buyer that:\n\n     SECTION 3.01  Organization, Authority and Qualification.\n\n     (a)  The Company is a limited partnership duly organized, validly existing\nand in good standing under the laws of the State of Delaware and has all\nnecessary power and authority to own, operate or lease the properties and assets\nnow owned, operated or leased by it and to carry on its business as it is\ncurrently conducted and as it is now proposed to be conducted. The Company is\nduly licensed or qualified as a foreign organization to do business and is in\ngood standing in each jurisdiction in which the properties owned or leased by it\nor the operation of its business makes such licensing or qualification\nnecessary, except for such failures to be so licensed or qualified and in good\nstanding that would not have a Material Adverse Effect. Complete and correct\ncopies of the Certificate of Limited Partnership and the Company Partnership\nAgreement, each as in effect on the date hereof, have been made available by the\n\n                                       14\n\n \nCompany to Buyer. The Company is not in default in any respect in the\nperformance, observation or fulfillment of any provision of its Certificate of\nLimited Partnership or the Company Partnership Agreement. The Company has all\nnecessary power and authority to enter into the Registration Rights Agreement,\nto carry out its obligations thereunder, and to consummate the transactions\ncontemplated thereby. The execution and delivery of the Registration Rights\nAgreement by the Company, the performance by the Company of its obligations\nthereunder and the consummation by the Company of the transactions contemplated\nthereby have been duly authorized by all requisite action on the part of the\nCompany and no other proceedings on the part of the Company are necessary to\nauthorize the Registration Rights Agreement or the consummation of the\ntransactions contemplated thereby. At the Closing, the Registration Rights\nAgreement shall be duly executed and delivered by the Company, and (assuming due\nauthorization, execution and delivery by Buyer) shall constitute a legal, valid\nand binding obligation of the Company enforceable against the Company in\naccordance with its terms.\n\n      (b)  Parent is a corporation duly organized, validly existing and in good\nstanding under the laws of the State of Delaware and has all necessary power and\nauthority to own, operate or lease the properties and assets now owned, operated\nor leased by it and to carry on its business as it is currently conducted and as\nit is now proposed to be conducted. Parent has all necessary power and authority\nto enter into this Agreement and the Value Assurance Agreement, to carry out its\nobligations hereunder and thereunder and to consummate the transactions\ncontemplated hereby and thereby. The execution and delivery of this Agreement\nand the Value Assurance Agreement by Parent, the performance by Parent of its\nobligations hereunder and thereunder and the consummation by Parent of the\ntransactions contemplated hereby and thereby have been duly authorized by all\nrequisite action on the part of Parent and no other corporate proceedings on the\npart of Parent are necessary to authorize this Agreement or the Value Assurance\nAgreement, or the consummation of the transactions contemplated hereby or\nthereby. This Agreement has been, and at the Closing the Value Assurance\nAgreement will be, duly executed and delivered by Parent, and (assuming due\nauthorization, execution and delivery by Buyer) this Agreement constitutes, and\nthe Value Assurance Agreement shall constitute, a legal, valid and binding\nobligation of Parent enforceable against Parent in accordance with its terms.\n\n      (c)  Rodeo, Inc. is a corporation duly organized, validly existing and in\ngood standing under the laws of the State of Delaware and has all necessary\npower and authority to own, operate or lease the properties and assets now\nowned, operated or leased by it and to carry on its business as it is currently\nconducted and as it is now proposed to be conducted. Rodeo, Inc. has all\nnecessary power and authority to enter into this Agreement and the Initial Newco\nGP LLC Agreement, the Initial Newco LP Agreement, the Newco GP LLC Operating\nAgreement and the Newco LP Partnership Agreement, to carry out its obligations\nhereunder and thereunder and to consummate the transactions contemplated hereby\nand thereby. The execution and delivery of this Agreement and the Initial Newco\nGP LLC Agreement, the Initial Newco LP Agreement, the Newco GP LLC Operating\nAgreement and the Newco LP Partnership Agreement by Rodeo, Inc., the performance\nby Rodeo, Inc. of its obligations hereunder and thereunder and the consummation\nby Rodeo, Inc. of the transactions contemplated hereby and thereby have been\nduly authorized by all requisite action on the part of Rodeo, Inc. and no other\ncorporate proceedings on the part of Rodeo, Inc. are necessary to authorize this\nAgreement or the Initial Newco GP LLC Agreement, the Initial Newco LP Agreement,\nthe Newco GP LLC Operating\n\n                                       15\n\n \nAgreement or the Newco LP Partnership Agreement or the consummation of the\ntransactions contemplated hereby or thereby. This Agreement has been, and at the\nClosing the Initial Newco GP LLC Agreement, the Initial Newco LP Agreement, the\nNewco GP LLC Operating Agreement and the Newco LP Partnership Agreement shall\nbe, duly executed and delivered by Rodeo, Inc., and (assuming due authorization,\nexecution and delivery by Buyer) this Agreement constitutes, and the Initial\nNewco GP LLC Agreement, the Initial Newco LP Agreement, the Newco GP LLC\nOperating Agreement and Newco LP Partnership Agreement shall constitute, a\nlegal, valid and binding obligation of Rodeo, Inc. enforceable against Rodeo,\nInc. in accordance with its terms.\n\n      (d)  Seller is a limited liability company duly organized, validly\nexisting and in good standing under the laws of the State of Delaware and has\nall necessary power and authority to own, operate or lease the properties and\nassets now owned, operated or leased by it and to carry on its business as it is\ncurrently conducted and as it is now proposed to be conducted. Seller has all\nnecessary power and authority to enter into this Agreement, to carry out its\nobligations hereunder and to consummate the transactions contemplated hereby.\nThe execution and delivery of this Agreement by Seller, the performance by\nSeller of its obligations hereunder and the consummation by Seller of the\ntransactions contemplated hereby have been duly authorized by all requisite\naction on the part of Seller and no other proceedings on the part of Seller are\nnecessary to authorize this Agreement or the consummation of the transactions\ncontemplated hereby. This Agreement has been duly executed and delivered by\nSeller, and (assuming due authorization, execution and delivery by Buyer) this\nAgreement constitutes a legal, valid and binding obligation of Seller\nenforceable against Seller in accordance with its terms.\n\n      (e)  As of the Closing Date, Newco LP shall be a limited partnership duly\norganized, validly existing and in good standing under the laws of the State of\nDelaware and shall have all necessary power and authority to own, operate or\nlease its properties and assets owned, operated or leased by it as of the\nClosing Date and to carry on its business as it is then proposed to be\nconducted. As of the Closing Date, Newco GP LLC shall be a limited liability\ncompany duly organized, validly existing and in good standing under the laws of\nthe State of Delaware and shall have all necessary power and authority to own,\noperate or lease its properties and assets owned, operated or leased by it as of\nthe Closing Date and to carry on its business as it is then proposed to be\nconducted.\n\n      SECTION 3.02  Capitalization of the Company; Ownership of the Units. As of\nthe date of this Agreement, (i) 23,049,239 Common Units, (ii) 1,307,190 Class B\nCommon Units, (iii) 10,029,619 Subordinated Units, (iv) the GP Interest, and (v)\nthe Operating Partnerships GP Interests are issued and outstanding, all of which\n(a) are duly authorized, validly issued, fully paid and nonassessable, and (b)\nwere issued in compliance with all applicable state and federal securities laws\nand the Company Partnership Agreement or the Operating Partnerships Agreements\n(as applicable). None of the issued and outstanding Units, Incentive\nDistribution Rights, GP Interest or Operating Partnerships GP Interests were\nissued in violation of any preemptive rights. Rodeo, Inc. is the holder of 100%\nof the Incentive Distribution Rights. Except as set forth in Section 3.02 of the\nDisclosure Letter, or as relates to Intracompany Arrangements, there are no (i)\noptions, warrants, convertible securities, subscriptions, stock appreciation\nrights, phantom equity, or other rights, agreements, arrangements or commitments\nof any character (including \"rights plans\" or \"poison pills\") relating to the\nUnits, the Incentive\n\n                                       16\n\n \nDistribution Rights, the GP Interest or Operating Partnerships GP Interests or\nobligating the Company to issue, transfer or sell any Units, Incentive\nDistribution Rights or any other interest in, the Company, (ii) outstanding\ncontractual obligations of the Company to repurchase, redeem or otherwise\nacquire any Units, the Incentive Distribution Rights, the GP Interest or any\ninterest in any Company Subsidiary or to provide funds to, or make any\ninvestment (in the form of a loan, capital contribution or otherwise) in, any\nother Person or (iii) outstanding contractual obligations to register the GP\nInterest, any Units or instruments convertible or exchangeable into Units or\nOperating Partnerships GP Interests. Except as set forth in Section 3.02 of the\nDisclosure Letter, or as relates to Intracompany Arrangements, there are no\nvoting trusts, voting agreements, proxies or other agreements in effect with\nrespect to the voting or transfer of the GP Interest or Operating Partnerships\nGP Interests or any Units binding upon Parent, Rodeo, Inc., Seller or the\nCompany or to which Parent, Rodeo, Inc., Seller or the Company is a party,\nexcept those contemplated or required by this Agreement.\n\n      SECTION 3.03  Company Subsidiaries.\n\n      (a)  Section 3.03 of the Disclosure Letter sets forth a list of all\nCompany Subsidiaries, listing for each Company Subsidiary its name, type of\nentity, the jurisdiction and date of its incorporation or organization, the\njurisdictions in which it is qualified or holds licenses to do business as a\nforeign corporation or other organization as of the date hereof, its authorized\ncapital stock, partnership capital or equivalent, the number and type of its\nissued and outstanding shares of capital stock, partnership interests or similar\nownership interests and the current ownership of such shares, partnership\ninterests or similar ownership interests.\n\n      (b)  Other than the Company Subsidiaries, there are no other corporations,\npartnerships, joint ventures, limited liability companies, associations or other\nentities in which the Company owns, of record or beneficially, any direct or\nindirect equity or other interest, or any right (contingent or otherwise) to\nacquire the same.\n\n      (c)  Each Company Subsidiary that is a corporation: (i) is a corporation\nduly organized, validly existing and in good standing under the laws of its\njurisdiction of incorporation, (ii) has all necessary power and authority to\nown, operate or lease the properties and assets owned, operated or leased by\nsuch Company Subsidiary and to carry on its business as it is currently\nconducted and as it is now proposed to be conducted by such Company Subsidiary\nand (iii) is duly licensed or qualified as a foreign corporation to do business\nand is in good standing in the jurisdictions set forth in Section 3.03 of the\nDisclosure Letter, which include each jurisdiction in which the properties owned\nor leased by it or the operation of its business makes such licensing or\nqualification necessary, except for such failures to be so licensed or qualified\nand in good standing that would not have a Material Adverse Effect. Each Company\nSubsidiary that is not a corporation: (i) is duly organized, validly existing\nand in good standing under the laws of its jurisdiction of organization, (ii)\nhas all necessary power and authority to own, operate or lease the properties\nand assets owned, operated or leased by such Company Subsidiary and to carry on\nits business as it is currently conducted and as it is now proposed to be\nconducted by such Company Subsidiary and (iii) is duly licensed or qualified to\ndo business and is in good standing in the jurisdictions set forth in Section\n3.03 of the Disclosure Letter, which include each jurisdiction in which the\nproperties owned or leased by it or the operation of its business makes such\nlicensing or qualification necessary, except for such failures to be so licensed\nor qualified\n\n                                       17\n\n \nand in good standing that would not have a Material Adverse Effect. No Company\nSubsidiary is in default (x) in any respect in the performance, observation or\nfulfillment of any provision of its certificate of incorporation or bylaws (or\nsimilar organizational documents), if a corporation, or (y) in any material\nrespect in the performance, observation, or fulfillment of any provision of its\npartnership or limited liability company agreement, if a partnership or limited\nliability company.\n\n      (d)  Except as set forth in Section 3.03 of the Disclosure Letter, all the\noutstanding shares of capital stock of, or any other interest in, each Company\nSubsidiary are validly issued, fully paid and nonassessable, and are owned by\nthe Company, whether directly or indirectly, free and clear of all Encumbrances.\n\n      (e)  Except as set forth in Section 3.03 of the Disclosure Letter and\nexcept for Intracompany Arrangements, there are no (i) options, warrants,\nconvertible securities, subscriptions, stock appreciation rights, phantom equity\nor other rights, agreements, arrangements or commitments of any character,\nrelating to the capital stock of, or any other interest in, any Company\nSubsidiary or obligating the Company or any Company Subsidiary to issue,\ntransfer or sell any shares of capital stock of, or any other interest in, any\nCompany Subsidiary nor (ii) outstanding contractual obligations of any Company\nSubsidiary to repurchase, redeem or otherwise acquire any shares of outstanding\ncapital stock of, or any other interest in, the Company or any Company\nSubsidiary or to provide funds to, or make any investment (in the form of a\nloan, capital contribution or otherwise) in, any other Person.\n\n      (f)  Except for Intracompany Arrangements, there are no voting trusts,\nstockholder agreements, proxies or other agreements or understandings in effect\nwith respect to the voting or transfer of any shares of capital stock of, or any\nother interests in, any Company Subsidiary.\n\n      (g)  True and complete copies of the charter and by-laws (or similar\norganizational documents), in each case as in effect on the date hereof, of each\nCompany Subsidiary have been made available by the Company to Buyer.\n\n     SECTION 3.04  Entity Books and Records.  The minute books and other similar\nrecords of the Company and the Company Subsidiaries that are corporations are\ntrue and complete in all material respects and accurately reflect in all\nmaterial respects all meetings and all other actions taken by the stockholders\n(or equivalent), Boards of Directors (or other governing bodies) and all\ncommittees of the Boards of Directors (or other governing bodies) of the Company\nand the Company Subsidiaries.\n\n     SECTION 3.05  No Conflicts.  Except as disclosed in Section 3.05 of the\nDisclosure Letter, assuming that all consents, approvals, authorizations and\nother actions described in Section 3.06 have been obtained and all filings,\napprovals and notifications listed in Section 3.06 of the Disclosure Letter have\nbeen made or obtained, the execution, delivery and performance of this Agreement\nby Parent, Rodeo, Inc. and Seller, the Registration Rights Agreement by the\nCompany, the Value Assurance Agreement, and the Initial Newco GP LLC Agreement,\nInitial Newco LP Agreement, Newco GP LLC Operating Agreement and Newco LP\nPartnership Agreement by Rodeo, Inc., do not and will not (a) violate or\nconflict with or result in a breach of any provision of the Certificate of\nIncorporation or Bylaws or similar organizational documents (including the\nCompany Partnership Agreement) of Parent, Rodeo, Inc., Seller, the Company or\n\n                                       18\n\n \nany Company Subsidiary, (b) violate or conflict with any Law or Governmental\nOrder applicable to Parent, Rodeo, Inc., Seller, the Company or any Company\nSubsidiary or any of their respective assets and properties, or violate any rule\nor regulation of the New York Stock Exchange or the American Stock Exchange, or\n(c) conflict with, result in any violation or breach of or constitute a default\n(or an event which, with the giving of notice or lapse of time, or both, would\nbecome a default) under, require any notice or consent under, or give to others\nany rights of termination, amendment, acceleration or cancellation of, or result\nin any loss of any benefit, the triggering of any payment by, or the increase in\nany other obligation of, Parent, Rodeo, Inc., Seller, the Company or any Company\nSubsidiary or the creation of any Encumbrance on any assets or properties of\nParent, Rodeo, Inc., Seller, the Company or any Company Subsidiary pursuant to\nany Material Contract or any other material contract, license, permit, franchise\nor other instrument or arrangement to which Parent, Rodeo, Inc., Seller, the\nCompany or any Company Subsidiary is a party or by which any of them, or any of\nsuch assets or properties is bound or affected, except for, in the case of\nclauses (b) and (c), such conflicts, violations, breaches, defaults or other\noccurrences which would not (i) have a Material Adverse Effect, (ii) impair, in\nany material respect, the ability of Parent, Rodeo, Inc. and Seller to perform\ntheir obligations under this Agreement or (iii) prevent or materially delay the\nconsummation of any of the transactions contemplated hereby.\n\n      SECTION 3.06  Governmental Consents and Approvals.  Except as disclosed \nin Section 3.06 of the Disclosure Letter, the execution, delivery and\nperformance of this Agreement by Parent, Rodeo, Inc. and Seller, the\nRegistration Rights Agreement by the Company, the Value Assurance Agreement, and\nthe Initial Newco GP LLC Agreement, Initial Newco LP Agreement, Newco GP LLC\nOperating Agreement and Newco LP Partnership Agreement by Rodeo, Inc., do not\nand will not require any consent, waiver, approval, authorization or other order\nof, action by, filing with or notification to, any Governmental Authority,\nexcept (a) the requirements of the Securities Act, the Exchange Act, state\nsecurities or blue sky laws, the New York Stock Exchange and the American Stock\nExchange, and (b) any other consent, approval, authorization, filing or notice\nthe failure of which to make or obtain would not (i) have a Material Adverse\nEffect, (ii) impair, in any material respect, the ability of Parent, Rodeo, Inc.\nand Seller to perform its obligations under this Agreement, or (iii) prevent or\nmaterially delay the consummation of any of the transactions contemplated\nhereby.\n\n      SECTION 3.07  SEC Reports, Financial Information, Books and Records.\n\n      (a)  The Company has filed with the SEC true and complete copies of each\nform, registration statement, report, schedule, proxy or information statement\nand other information statement and other document (including exhibits and\namendments thereto) required to be filed by it or its predecessors with the SEC\nsince December 31, 1997 under the Securities Act or the Exchange Act\n(collectively, the \"COMPANY SEC REPORTS\"). As of the respective dates such\nCompany SEC Reports were filed, each of the Company SEC Reports, including\nwithout limitation any financial statements or schedules included therein, (a)\ncomplied in all material respects with all applicable requirements of the\nSecurities Act and the Exchange Act, as the case may be, and the applicable\nrules and regulations promulgated thereunder, and (b) did not contain any untrue\nstatement of a material fact or omit to state a material fact required to be\nstated therein or necessary in order to make the statements therein, in light of\nthe circumstances under which they were made, not misleading. Except as\ndisclosed in Section 3.07(a) of the Disclosure \n\n                                       19\n\n \nLetter, no event since the date of the last Company SEC Report has occurred that\nwould require the Company to file a Current Report on Form 8-K.\n\n      (b)  Each of the audited consolidated balance sheets of the Company for\neach of the fiscal years ended as of December 31, 1998, December 31, 1999 and\nDecember 31, 2000, and the related audited consolidated and combined statements\nof operations and cash flows, and the related audited consolidated statements of\nchanges in partners' capital of the Company, together with all related notes and\nschedules thereto, accompanied by the reports thereon of the Company's\naccountants included in the Company SEC Reports and the unaudited consolidated\nbalance sheet of the Company for the fiscal quarter ended March 31, 2001\n(collectively referred to herein as the \"COMPANY FINANCIAL STATEMENTS\") (i) were\nprepared from, and are in accordance with, the books of account and other\nfinancial records of the Company, (ii) present fairly the consolidated financial\nposition of the Company and the Company Subsidiaries as of the dates thereof and\nthe consolidated results of operations and cash flows and changes in partners'\ncapital of the Company and the Company Subsidiaries for the periods covered\nthereby, subject, in the case of unaudited financial statements, to normal year-\nend adjustments, (iii) have been prepared in accordance with U.S. GAAP applied\non a basis consistent with the past practices of the Company and (iv) comply in\nall material respects with applicable accounting requirements and with the\npublished rules and regulations of the SEC with respect thereto.\n\n      (c)  The books of account and other financial records of the Company and\nthe Company Subsidiaries (i) are complete and correct in all material respects,\nand do not contain or reflect any material inaccuracies or discrepancies and\n(ii) have been maintained in all material respects in accordance with good\nbusiness and accounting practices and in accordance with U.S. GAAP.\n\n      SECTION 3.08  No Undisclosed Liabilities.  Except as disclosed in Section\n3.08 of the Disclosure Letter and for liabilities and obligations incurred in\nthe ordinary course of business of the Company and the Company Subsidiaries\nsince the date of the Reference Balance Sheet or relating to Intracompany\nArrangements, neither the Company nor any Company Subsidiary has incurred any\nliabilities or obligations of any nature (contingent or otherwise) that would\nhave a Material Adverse Effect or would be required by U.S. GAAP to be reflected\non a consolidated balance sheet of the Company and the Company Subsidiaries or\nthe notes thereto which are not so reflected.\n\n     SECTION 3.09  Absence of Certain Changes, Events and Conditions.  Except \nas disclosed in Section 3.09 of the Disclosure Letter, since the date of the\nReference Balance Sheet, the business of the Company and the Company\nSubsidiaries has been conducted in all material respects in the ordinary course,\nconsistent with past practice, and, since such date, there has not been (a)\nindividually or in the aggregate, any Material Adverse Effect, (b) any material\nchange by the Company or any Company Subsidiary in its accounting methods,\nprinciples or practices, (c) any declaration, setting aside or payment of any\ndividend or distribution in respect of the Units, Incentive Distribution Rights\nor any redemption, purchase or other acquisition of any of the Units or\nIncentive Distribution Rights, other than distributions pursuant to the terms of\nthe Company Partnership Agreement and the partnership agreements of the\nOperating Partnerships, (d) any increase in or establishment of any bonus,\ninsurance, severance, deferred compensation, pension, retirement, profit\nsharing, unit option, unit purchase or other employee benefit plan, \n\n                                       20\n\n \nexcept in the ordinary course of business consistent with past practice or (e)\nthe occurrence of the other events set forth in Section 5.01(b).\n\n      SECTION 3.10  Litigation.  Except as disclosed in Section 3.10 of the \nDisclosure Letter, there is no material Action pending or, to the Knowledge of\nRodeo, Inc. and the Company, threatened against or directly affecting Rodeo,\nInc., Seller, the Company, any Company Subsidiary or any property of Rodeo,\nInc., Seller, the Company or any Company Subsidiary or any of the directors or\nofficers of Rodeo, Inc., the Company or any Company Subsidiary in their capacity\nas such that would reasonably be expected to have a Material Adverse Effect or a\nRodeo, Inc. Material Adverse Effect. There are no outstanding Governmental\nOrders against Rodeo, Inc., Seller, the Company or any Company Subsidiary or any\nproperty of Rodeo, Inc., Seller, the Company or any Company Subsidiary, or any\nof the directors or officers of Rodeo, Inc., Seller, the Company or any Company\nSubsidiary, that would reasonably be expected to (a) have a Material Adverse\nEffect or a Rodeo, Inc. Material Adverse Effect, (b) impair, in any material\nrespect, the ability of Parent, Rodeo, Inc. or Seller to perform its obligations\nunder this Agreement, or (c) prevent or materially delay the consummation of the\ntransactions contemplated hereby.\n\n      SECTION 3.11  Compliance with Laws.  Each of Rodeo, Inc., the Company \nand the Company Subsidiaries holds all approvals, licenses, permits,\nregistrations and similar type authorizations necessary for the lawful conduct\nof their respective businesses, as now conducted, except where the failure to\nhold such approvals, licenses, permits, registrations and authorizations would\nnot, individually or in the aggregate, have a Material Adverse Effect, and such\nbusinesses are not being, and none of Seller, Rodeo, Inc., the Company nor any\nCompany Subsidiary has received any notice from any Governmental Authority or\nPerson that any such business has been or is being, conducted in violation of\nany Law other than violations that would not, individually or in the aggregate,\nhave a Material Adverse Effect, and has conducted and continues to conduct their\nbusinesses in compliance in all material respects with all Laws and Governmental\nOrders applicable to Seller, Rodeo, Inc., the Company or any Company Subsidiary.\n\n      SECTION 3.12  Material Contracts.\n\n      (a)  Each contract, lease, indenture, agreement, arrangement or\nunderstanding to which the Company or any of the Company Subsidiaries is subject\nthat is a \"material contract\" (as such term is defined in Item 601(b)(10) of\nRegulation S-K promulgated by the Securities and Exchange Commission) has been\nfiled or incorporated by reference in the Company SEC Reports (collectively, the\n\"MATERIAL CONTRACTS\").\n\n      (b)  Except as set forth in Section 3.12(b) of the Disclosure Letter, each\nof the Material Contracts (i) is in full force and effect and is the valid and\nlegally binding obligation of the parties thereto and are enforceable in all\nmaterial respects in accordance with their respective terms; (ii) neither the\nCompany nor any Company Subsidiary nor, to the Knowledge of Rodeo, Inc. and the\nCompany, any other party to such Material Contract is in violation, breach or\ndefault of any material provision thereof, including with respect to payments or\notherwise; (iii) no party to any Material Contract has given notice of any\naction to terminate, cancel, rescind or procure a judicial reformation thereof;\nand (iv) no Material Contract contains any provision that prevents \n\n                                       21\n\n \nin any material respect the Company or any Company Subsidiary from owning,\nmanaging and operating their properties and business in accordance with\nhistorical practices.\n\n      (c)  Except as set forth in Section 3.12(c) of the Disclosure Letter,\nneither the Company nor any Company Subsidiary is a party to or bound by a non-\ncompetition agreement or any other agreement or obligation which purports to\nmaterially limit the manner in which, or the localities in which, the current\nbusiness of the Company or any Company Subsidiary is conducted.\n\n      (d)  Section 3.12(d) of the Disclosure Letter lists each contract or other\nagreement purporting to require, preclude, or limit the ability of the Company\nor any Company Subsidiary to register the issuance of debt or equity securities\nunder the Securities Act.\n\n      SECTION 3.13  Employee Benefit Matters.  Section 3.13 of the Disclosure \nLetter contains a true and complete list of all Employee Plans. Neither the\nCompany, Rodeo, Inc. nor any ERISA Affiliate is required to contribute to any\nEmployee Plans other than those plans listed in Section 3.13 of the Disclosure\nLetter. All ERISA Affiliates are listed in Section 3.13 of the Disclosure\nLetter. All Employee Plans and their related trusts that are intended to be\nqualified under Sections 401(a) and 501(a) of the Code have received a current\nfavorable IRS determination letter for each such plan that covers the amendments\nrequired by the Tax Reform Act of 1986, and to the Knowledge of the Company or\nRodeo, Inc., there are no circumstances likely to result in revocation of any\nsuch determination letter. Except as set forth in Section 3.13 of the Disclosure\nLetter or as would not have a Material Adverse Effect: all Employee Plans have\nbeen administered and operated in all respects in compliance with their terms,\nERISA (if applicable), the Code (if applicable), and all other applicable laws;\neach Pension Plan subject to Section 412 of the Code has been maintained in\ncompliance with the minimum funding standards of ERISA and the Code; neither the\nCompany, Rodeo, Inc. nor any ERISA Affiliate has any liability, contingent or\notherwise, under Title IV of ERISA; there are no actions, proceedings,\narbitrations, suits or claims pending, or to the Knowledge of the Company or\nRodeo, Inc., threatened or anticipated (other than routine claims for benefits)\nagainst the Company, Rodeo, Inc., any ERISA Affiliate or any administrator,\ntrustee or other fiduciary of any Employee Plan with respect to any Employee\nPlan, or against any Employee Plan or against the assets of any Employee Plan;\nno Employee Plan is under audit or investigation by the Internal Revenue\nService, the Department of Labor or the PBGC, and to the Knowledge of the\nCompany, Rodeo, Inc. and any ERISA Affiliate, no such audit or investigation is\npending or threatened; there are no Multiemployer Plans, and neither the\nCompany, Rodeo, Inc. nor any ERISA Affiliate has at any time during the one-year\nperiod preceding the date of this Agreement maintained, contributed to, or\nparticipated or agreed to participate in, or incurred any withdrawal liability\n(within the meaning of Section 4201 of ERISA) with respect to any Multiemployer\nPlan; and the Company, Rodeo, Inc., and each ERISA Affiliate have made all\npayments required of them with respect to all periods through the date hereof,\nand all payments due with respect to the period beginning on the date hereof and\nending on the Closing Date shall be made or accrued as may be required with\nrespect to each Employee Plan.\n\n      SECTION 3.14  Environmental Matters.  Except as disclosed in Section 3.14\nof the Disclosure Letter:\n\n                                       22\n\n \n      (a)  The Company and the Company Subsidiaries currently are in compliance\nin all material respects with all applicable Environmental Laws. Neither the\nCompany nor any Company Subsidiary has caused the generation, treatment,\nmanufacture, processing, distribution, use, storage, discharge, release,\ndisposal, transport or handling of any Hazardous Materials at any of its\nproperties or facilities, except in material compliance with all Environmental\nLaws.\n\n      (b)  There are no existing or, to the Company's Knowledge, threatened\nactions, suits, investigations, allegations, inquiries, proceedings or clean-up\nobligations relating to any Environmental Laws with respect to any of the\nproperties of the Company or any Company Subsidiary or any other properties\nadversely affected by any of their properties or activities thereon other than\nsuch actions, suits, investigations, allegations, inquiries, proceedings or\nclean-up obligations that would not result in Liabilities that individually or\nin the aggregate would reasonably be expected to have a Material Adverse Effect.\nTo the Company's Knowledge, there is no fact or condition that would reasonably\nbe expected to give rise to such action, suit, investigation, allegation,\ninquiry, proceeding or clean-up obligation. Neither the Company nor any Company\nSubsidiary has received any written notice from any Governmental Authority or\nthird party or, to the Knowledge of the Company, any other communication\nalleging or concerning any material violation by the Company or any Company\nSubsidiary of, or responsibility or liability of the Company or any Company\nSubsidiary under, any Environmental Law.\n\n      (c)  To the Company's Knowledge, there are no conditions or circumstances\nat the properties of the Company or any Company Subsidiary creating a cleanup\nobligation relating to any Environmental Laws or any other action, suit,\ninvestigation, inquiry, or proceeding arising from such conditions or\ncircumstances, except as would not result in liabilities that would reasonably\nbe expected to have a Material Adverse Effect.\n\n      (d)  All material notices, permits, licenses, registrations, approvals or\nauthorizations required to be obtained or filed by the Company or any Company\nSubsidiary in connection with the operation of their properties, including,\nwithout limitation, treatment, storage, disposal or release of hazardous\nsubstances or solid waste into the environment, have been duly obtained or\nfiled, other than such notices, permits, licenses, registrations, approvals or\nauthorizations, the failure of which to be obtained or filed would not\nreasonably be expected to have a Material Adverse Effect; there are no existing,\npending or, to the Company's Knowledge, threatened actions, proceedings, or\ninvestigations seeking to modify, revoke, or deny renewal of any permits,\nlicenses, registrations, approvals, or other authorizations; and none of the\nCompany or any Company Subsidiaries have any Knowledge of any fact or condition\nthat would reasonably be expected to give rise to any action, proceeding, or\ninvestigation to modify, revoke, or deny renewal of any such permits, licenses,\nregistrations, approvals, or other authorizations.\n\n      (e)  No pending claims have been asserted or, to the Knowledge of the\nCompany and the Company Subsidiaries, threatened to be asserted against the\nCompany or any Company Subsidiary for any personal injury (including wrongful\ndeath) or property damage (real or personal) arising out of exposure to\nHazardous Materials used, handled, generated, transported, or disposed by the\nCompany or any Company Subsidiary at property currently or formerly owned or\noperated by the Company or any Company Subsidiary, except as would not result in\nliabilities that would reasonably be expected to have a Material Adverse Effect.\n\n                                       23\n\n \n      SECTION 3.15  Taxes.  Except as set forth in Section 3.15 of the \nDisclosure Letter:\n\n      (a) Each of the Company, the Operating Partnerships, Plains Canada LLC and\nPlains Canada L.P. are not taxable as corporations or associations for U.S.\nfederal income tax purposes.\n\n      (b) Newco LP shall be as of the Closing Date a partner of the Company for\nU.S. federal income tax purposes.\n\n      (c) Each of the Company and the Operating Partnerships are not subject to\nfranchise taxes as imposed by the State of Texas.\n\n      (d) Allocations under the Company Partnership Agreement and the\npartnership agreements of the Operating Partnerships have been and shall be\nrespected for U.S. federal income tax purposes.\n\n      (e) Each of the Company, the Operating Partnerships, Newco LP and Newco GP\nLLC have made or will make valid elections under Section 754 of the Code.\n\n      (f) Section 3.15 of the Disclosure Letter lists all other material U. S.\nfederal income tax elections made by the Company, the Operating Partnerships,\nPlains Canada LLC, Plains Canada L.P., Newco LP and Newco GP LLC.\n\n      (g) The capital account amounts attributable to the Buyer Subordinated\nUnits, the GP Interest and the incentive distribution rights of the Company are\nas set forth on Section 3.15 of the Disclosure Letter.\n\n      (h) Each of the Company, Rodeo, Inc., Seller and the Company Subsidiaries\nhas withheld and paid all Taxes required to have been withheld and paid in\nconnection with amounts paid or owing to any employee, creditor, independent\ncontractor, or other third party, except to the extent any failures to have so\nwithheld or paid Taxes would not have a Material Adverse Effect.\n\n      SECTION 3.16  Brokers.  Except as disclosed in Section 3.16 of the \nDisclosure Letter, no broker, finder or investment banker is entitled to any\nbrokerage, finder's or other fee or commission in connection with the\ntransactions contemplated by this Agreement, based upon arrangements made by or\non behalf of Parent, Rodeo, Inc., Seller, the Company or the Company\nSubsidiaries and no such fees or commissions are payable by Buyer.\n\n      SECTION 3.17  No Required Stockholder or Unitholder Vote or Consent.  No \nvote of the holders of any class or series of Parent's capital stock or the\nholders of any Units will be necessary or required under Parent's Certificate of\nIncorporation, the Company's Certificate of Limited Partnership, the Company\nPartnership Agreement, this Agreement, the DGCL, the DLPA or under applicable\nLaw to consummate the transactions contemplated by this Agreement.\n\n      SECTION 3.18  Fairness Opinion.  The Board of Directors of Parent has \nreceived the written opinion of Petrie Parkman &amp; Co. to the effect that, as of\nthe date of such opinion, the consideration to be received by Parent in the\ntransactions contemplated by this Agreement is fair \n\n                                       24\n\n \nfrom a financial point of view to Parent. A true and complete copy of such\nopinion has been given to Buyer.\n\n      SECTION 3.19  Takeover Restrictions.\n\n      (a)  The Company, Seller and Parent have each taken all action required to\nbe taken by it in order to exempt this Agreement and the transactions\ncontemplated hereby from the requirements of any \"moratorium,\" \"control share,\"\n\"fair price,\" \"affiliate transaction,\" \"business combination,\" or other\nantitakeover laws and regulations of any state.\n\n      (b)  No provision of the Certificate of Limited Partnership of the Company\nor the Company Partnership Agreement or comparable organizational documents of\nany of the Company Subsidiaries would, directly or indirectly, restrict or\nimpair the ability of Buyer or any of its Affiliates to vote, or otherwise to\nexercise the rights of a unitholder with respect to, Units that may be acquired\nor controlled by Buyer or any of its Affiliates pursuant to this Agreement or\npermit any unitholder to acquire Units on a basis not available to Buyer or in\nthe event that Buyer were to acquire Units.\n\n      (c)  The Company is not a party to any shareholder rights plan or similar\nantitakeover agreement or arrangement.\n\n      SECTION 3.20  Transactions with Related Parties.  Except for the \ntransactions disclosed in Section 3.20 to the Disclosure Letter, there have been\nno loans, agreements or other transactions between the Company and\/or any\nCompany Subsidiary, on the one hand, and any of the officers, directors,\nunitholders, owners or Affiliates of Rodeo, Inc., Seller, the Company or any\nCompany Subsidiary, on the other hand that would be required to be disclosed\npursuant to Item 404(a) or (c) of Regulation S-K promulgated by the Securities\nand Exchange Commission. Except as disclosed in Section 3.20 to the Disclosure\nLetter, neither any Affiliate of the Company or any Company Subsidiary, nor any\nofficer or director of Rodeo, Inc., Seller, the Company or any Company\nSubsidiary nor any spouse or child of any such person owns or has any material\ninterest in, directly or indirectly, any real or personal property owned by or\nleased to the Company or any Company Subsidiary that would be required to be\ndisclosed pursuant to Item 404(a) of Regulation S-K promulgated by the\nSecurities and Exchange Commission.\n\n      SECTION 3.21  Title.\n\n      (a)  Seller is the record owner of, and holds directly the Buyer\nSubordinated Units. On the Closing Date, the Buyer Subordinated Units will be\nfree and clear of all Encumbrances except restrictions arising from applicable\nfederal and state securities laws and the Company Partnership Agreement. Upon\npayment of the Purchase Price, Buyer shall be the record and beneficial owner of\nthe Buyer Subordinated Units, free and clear of all Encumbrances, except\nrestrictions contemplated hereby or arising from applicable federal and state\nsecurities laws and the Company Partnership Agreement.\n\n      (b)  As of the date hereof, Rodeo, Inc. is the record owner of the GP\nInterest, the Operating Partnerships GP Interests, and the Incentive\nDistribution Rights. On the Closing Date, Newco LP shall be the record and\nbeneficial owner of the GP Interest, the Operating Partnerships GP Interests,\nand the incentive distribution rights of the Company, and the GP Interest, the\n\n                                       25\n\n \nOperating Partnerships GP Interests, and the incentive distribution rights of\nthe Company shall be free and clear of all Encumbrances except restrictions\narising from applicable federal and state securities laws, the Company\nPartnership Agreement and the limited partnership agreements of the Operating\nPartnerships. Upon payment of the capital contributions referenced in Section\n6.02(a), Buyer shall be the record and beneficial owner of the Buyer Newco GP\nLLC Interest and the Buyer Newco LP Interest.\n\n                                  ARTICLE IV.\n\n                    REPRESENTATIONS AND WARRANTIES OF BUYER\n\n     Buyer hereby represents and warrants to Parent, Rodeo, Inc. and Seller as\nfollows:\n\n      SECTION 4.01  Organization and Authority of Buyer.  Buyer is a limited \npartnership duly organized, validly existing and in good standing under the laws\nof Delaware, and has all necessary power and authority to carry on its business\nas it is currently conducted. Buyer has all necessary power and authority to\nenter into this Agreement, to carry out its obligations hereunder and to\nconsummate the transactions contemplated hereby. The execution and delivery of\nthis Agreement by Buyer, the performance by Buyer of its obligations hereunder\nand the consummation by Buyer of the transactions contemplated hereby have been\nduly authorized by all requisite action on the part of Buyer and no other\nproceedings on the part of Buyer are necessary to authorize this Agreement or\nthe consummation of the transactions contemplated hereby. This Agreement has\nbeen duly executed and delivered by Buyer, and (assuming due authorization,\nexecution and delivery by Parent, Rodeo, Inc. and Seller) this Agreement\nconstitutes a legal, valid and binding obligation of Buyer enforceable against\nit in accordance with its terms.\n\n      SECTION 4.02  No Conflict.  Assuming the making and obtaining of all\nfilings, notifications, consents, approvals, authorizations and other actions\nreferred to in Section 4.03, except as may result from any facts or\ncircumstances relating solely to Parent, Rodeo, Inc. or Seller, the execution,\ndelivery and performance of this Agreement by Buyer does not and will not (a)\nviolate, conflict with or result in the breach of any provision of the\npartnership agreement of Buyer, (b) conflict with or violate any Law or\nGovernmental Order applicable to Buyer or by which any property or asset of it\nis bound or (c) conflict with, result in any breach of or constitute a default\n(or an event which, with the giving of notice or lapse of time, or both, would\nbecome a default) under, require any consent under, or give to others any rights\nof termination, amendment or cancellation of, any note, bond, mortgage or\nindenture, contract, agreement, lease, sublease, license, permit, franchise or\nother instrument or obligation to which Buyer is a party or by which any of such\nassets or properties are bound or affected, except for, in the case of clauses\n(b) and (c), conflicts, violations, breaches or defaults which would not prevent\nor materially delay the consummation of the transactions contemplated hereby.\n\n      SECTION 4.03  Governmental Consents and Approvals.  Except for \n(a) applicable requirements, if any, of the Exchange Act, and (b)\nas would not prevent or materially delay the consummation of the transactions\ncontemplated hereby, Buyer is not required to submit any notice, report or other\nfiling with any Governmental Authority, in connection with the execution,\ndelivery or performance of this Agreement or the consummation of the\ntransactions \n\n                                       26\n\n \ncontemplated hereby. No waiver, consent, approval or authorization of any\nGovernmental Authority is required to be obtained or made by Buyer in connection\nwith their execution, delivery or performance of this Agreement or the\nconsummation of the transactions contemplated hereby, except where the failure\nto obtain such waivers, consents, approvals or authorizations would not prevent\nor materially delay the consummation of the transactions contemplated hereby.\n\n      SECTION 4.04  Brokers.  No broker, finder or investment banker is \nentitled to any brokerage, finder's or other fee or commission in connection\nwith the transactions contemplated by this Agreement based upon arrangements\nmade by or on behalf of Buyer and no such fees or commission are payable by\nParent or its Affiliates.\n\n      SECTION 4.05  Restrictions on Company Business Activities.  There are no \njudgments, injunctions, orders or decrees or material agreements (including,\nwithout limitation, agreements containing provisions restricting Buyer or any of\nits Affiliates from entering or engaging in any line of business, agreements\ncontaining rights of first refusal, rights of first offer, exclusivity or\nsimilar provisions) binding upon Buyer or any of its Affiliates which will or\nwould reasonably be expected to have the effect of prohibiting or impairing the\nconduct of the business of the Company or any Company Subsidiary, as conducted\non the date hereof, in any material respect after the Closing.\n\n      SECTION 4.06  Investment Representations.\n\n      (a)  Buyer understands that the Incentive Distribution Rights, the\nSubordinated Units, the Buyer Newco GP LLC Interest and the Buyer Newco LP\nInterest have not been registered under the Securities Act or the securities\nlaws of any state and that the Subordinated Units, the Buyer Newco GP LLC\nInterest and the Buyer Newco LP Interest cannot be resold unless they are\nsubsequently registered under the Securities Act or applicable securities laws\nof any state, or an exemption from registration is available.\n\n      (b)  Buyer is an \"accredited investor\" as such term is defined in Rule\n501(a) of Regulation D under the Securities Act.\n\n      (c)  (i) Buyer has had an opportunity to ask questions and receive answers\nfrom Seller and the Company, as applicable, regarding the terms and conditions\nof the acquisition of the Buyer Subordinated Units, and (ii) Buyer has had an\nopportunity to ask questions and receive answers from Rodeo, Inc. and the\nCompany regarding the terms and conditions of the acquisition of the Buyer Newco\nGP LLC Interest, the Buyer Newco LP Interest and the business, properties,\nprospects and financial condition of the Company.\n\n      (d)  Buyer is acquiring the Subordinated Units to be purchased by it under\nthis Agreement for its own account, for its own investment and not with a view\nto the distribution thereof within the meaning of the Securities Act.\n\n      (e)  Buyer is acquiring the Buyer Newco GP LLC Interest, and the Buyer\nNewco LP Interest to be purchased by it under this Agreement for its own\naccount, for its own investment and not with a view to the distribution thereof\nwithin the meaning of the Securities Act.\n\n      SECTION 4.07  Financing.  At the Closing Date, Buyer will have funds \navailable to it sufficient to consummate the transactions contemplated hereby.\n\n                                       27\n\n \n      SECTION 4.08  Title.  Affiliates of Buyer are the record owners of, and \nhold directly the Series F Preferred to be delivered by Buyer pursuant to\nSection 2.02 (the \"BUYER SERIES F PREFERRED\"). On the Closing Date, the Buyer\nSeries F Preferred will be free and clear of all Encumbrances except\nrestrictions arising from applicable federal and state securities laws. Upon\ndelivery of the Buyer Series F Preferred, Seller shall be the record and\nbeneficial owner of the Buyer Series F Preferred, free and clear of all\nEncumbrances, except restrictions arising from applicable federal and state\nsecurities laws.\n\n                                  ARTICLE V.\n                             ADDITIONAL AGREEMENTS\n\n      SECTION 5.01  Conduct of Business Prior to the Closing.\n\n      (a)  Parent and Rodeo, Inc. covenant and agree that, between the date of\nthis Agreement and the time of the Closing, except as set forth in Section 5.01\nof the Disclosure Letter or as contemplated by any other provision of this\nAgreement, unless the Buyer shall otherwise consent in writing, which consent\nshall not be unreasonably withheld or delayed:\n\n           (i)   the businesses of the Company and the Company Subsidiaries\n      shall be conducted only in, and the Company and the Company Subsidiaries\n      shall not take any action except in, the ordinary course of business;\n\n           (ii)  the Company and the Company Subsidiaries shall use reasonable\n      best efforts to preserve substantially intact their business organization,\n      to keep available the services of the current employees of Rodeo, Inc. and\n      to preserve the current relationships of the Company and the Company\n      Subsidiaries with customers, contractholders and other Persons with whom\n      the Company or any Company Subsidiary has significant business relations;\n\n           (iii) the Company and the Company Subsidiaries shall comply in all\n      material respects with their respective obligations under all material\n      contracts binding upon them as such obligations become due and with their\n      respective obligations under applicable Law; and\n\n           (iv)  the Company and the Company Subsidiaries shall use their\n      reasonable best efforts to continue in force with good and responsible\n      insurance companies adequate insurance covering risks of such types and in\n      such amounts as are consistent with past practice.\n\n      (b)  By way of amplification and not limitation, except as contemplated by\nthis Agreement, or as reflected in the Company SEC Reports filed prior to the\ndate hereof or Section 5.01 of the Disclosure Letter, Parent and Rodeo, Inc.\ncovenant and agree that neither the Company nor any Company Subsidiary shall,\nbetween the date of this Agreement and the Closing, directly or indirectly do,\nor propose to do, any of the following, without the prior written consent of\nBuyer, which consent shall not be unreasonably withheld or delayed:\n\n                                       28\n\n \n           (i)    amend, propose to amend, or otherwise change its Certificate\n      of Limited Partnership or the Company Partnership Agreement or similar\n      organizational documents;\n\n           (ii)   issue, sell, transfer, pledge, dispose of, grant, encumber,\n      amend the terms of, or authorize the issuance, sale, pledge, disposition,\n      grant or Encumbrance of any Units, the Incentive Distribution Rights, the\n      GP Interest or any other ownership interests (including without limitation\n      general and limited partnership interests) of the Company or any Company\n      Subsidiary of any class, or any options, warrants, convertible securities\n      or other rights of any kind to acquire any Units, the Incentive\n      Distribution Rights, the GP Interest or any other ownership interests\n      (including, without limitation, any phantom interest, general partnership\n      interest or limited partnership interest) of the Company or any Company\n      Subsidiary, other than as permitted under clause (ix) of Section 5.01(b);\n\n           (iii)  declare, set aside, make or pay any dividend or other\n      distribution payable in cash, stock, property or otherwise, with respect\n      to any of the Units, the Incentive Distribution Rights, the GP Interest or\n      any other ownership interests, except for (A) dividends and other\n      distributions by direct or indirect wholly-owned Company Subsidiaries and\n      (B) distributions pursuant to the terms of the Company Partnership\n      Agreement;\n\n           (iv)   other than in the case of any direct or indirect wholly-owned\n     Company Subsidiary, combine, split or subdivide, directly or indirectly,\n     any of the Units, the Incentive Distribution Rights, the GP Interest or any\n     other ownership interests or reclassify any of the Units, the Incentive\n     Distribution Rights, the GP Interest or any other ownership interests or\n     issue or authorize the issuance of any other Units or any other ownership\n     interests of the Company or any Company Subsidiary in respect of, in lieu\n     of, or in substitution of the Units, the Incentive Distribution Rights, the\n     GP Interest or other ownership interests;\n\n           (v)   redeem, purchase or otherwise acquire, directly or indirectly,\n     any Units, Incentive Distribution Rights or any other ownership interests\n     of the Company or any Company Subsidiary or rights, warrants or options to\n     acquire any Units, Incentive Distribution Rights or other ownership\n     interests;\n\n           (vi)  acquire or agree to acquire (including, without limitation, by\n     merger, consolidation or acquisition of stock or assets) any interest in\n     any corporation, partnership, other business organization or any division\n     thereof or any assets, except for transactions not exceeding $15,000,000\n     individually or $30,000,000 in the aggregate for all transactions pursuant\n     to this subsection (vi);\n\n           (vii)  except for Permitted Encumbrances or as required by any\n     Material Contract, lease, license, mortgage or otherwise encumber or\n     subject to any Encumbrance, or agree to encumber or subject to any\n     Encumbrance, any of its assets or properties, other than transactions that\n     are in the ordinary course of business and not material to the Company and\n     the Company Subsidiaries taken as a whole;\n\n                                       29\n\n \n           (viii)  except as required by any Material Contract or in the\n     ordinary course of business, sell, transfer or otherwise dispose of, or\n     agree to sell, transfer or otherwise dispose of, any of its assets or\n     properties, other than transactions not exceeding $25,000,000 individually\n     or $50,000,000 in the aggregate for all transactions pursuant to this\n     subsection (viii);\n\n           (ix)    incur any Indebtedness, other than as permitted by the terms\n     of the Credit Agreements;\n\n           (x)     enter, to a material extent, any line of business that is not\n     (i) currently conducted, (ii) currently contemplated to be conducted by the\n     Company or (iii) ancillary to the Company's current business, or commence\n     business operations in any country outside the United States or Canada;\n\n           (xi)    increase the compensation payable or to become payable to the\n     Company's, any Company Subsidiary's, or Seller's officers or employees,\n     except in the ordinary course of business, or grant any severance or\n     termination pay to, or modify or enter into any employment or severance\n     agreement with, any director, officer, employee or former employee of the\n     Company, Seller or any Company Subsidiary, or establish, adopt, enter into\n     or amend any collective bargaining, bonus, profit sharing, thrift,\n     compensation, unit option, restricted unit, pension, retirement, deferred\n     compensation, employment, termination, severance or other plan, agreement,\n     trust, fund, policy or arrangement for the benefit of any director, officer\n     or employee except as required by law;\n\n           (xii)   change any method of accounting or accounting practice by the\n     Company or any Company Subsidiary, except for any such change required by\n     U.S. GAAP;\n\n           (xiii)  pay, discharge or satisfy any material claim, litigation,\n     liability or obligation (absolute, accrued, asserted or unasserted,\n     contingent or otherwise), other than the payment, discharge or\n     satisfaction, in the ordinary course of business, of liabilities reflected\n     or reserved against in the Reference Balance Sheet or subsequently incurred\n     in the ordinary course of business or in accordance with the provisions of\n     this Section 5.01;\n\n           (xiv)   settle or compromise any material Audit, make or change any\n     material Tax election or file any material amended Tax return;\n\n           (xv)    take any action that would give rise to a claim under the\n     WARN Act or any similar state law or regulation because of a \"plant\n     closing\" or \"mass layoff\" (each as defined in the WARN Act);\n\n           (xvi)   enter into, amend, modify or supplement any Material\n     Contracts in any material respect;\n\n           (xvii)  enter into any contract, agreement or other arrangement that\n     involves annual payments to or from the Company or its Subsidiaries in\n     excess of $25,000,000 singly or $50,000,000 in the aggregate, other than in\n     the ordinary course of business or in connection with the transactions\n     described in clause (vi) above;\n\n                                       30\n\n \n           (xviii) except as provided in this Agreement, enter into, amend,\n      terminate or waive any provision of, any agreement or arrangement, or\n      enter into any transaction, between the Company and\/or any Company\n      Subsidiary, on the one hand, and any of their respective officers,\n      directors, unitholders, owners or Affiliates, on the other hand, which if\n      entered into prior to the date hereof would be required to be disclosed\n      pursuant to Section 3.20;\n\n           (xix)   materially alter (through merger, liquidation,\n      reorganization, restructuring, conversion or in any other fashion) the\n      corporate structure or ownership of the Company or any Company Subsidiary\n      other than as contemplated by this Agreement; or\n\n           (xx)    enter into any contract, agreement, commitment or arrangement\n     to do any of the foregoing.\n\n      SECTION 5.02  Access to Information.  Except as (i) required pursuant to \nany confidentiality agreement or similar agreement or arrangement to which\nParent, Rodeo, Inc., Seller, the Company or any Company Subsidiary is a party,\n(ii) would jeopardize the attorney-client privilege of Parent, Rodeo, Inc.,\nSeller, the Company or any Company Subsidiary, or (iii) would contravene\napplicable Law, from the date hereof until the Closing, upon reasonable notice,\nParent shall cause Rodeo, Inc., Seller, the Company and each of the Company\nSubsidiaries and each of Rodeo, Inc., Seller's, the Company's and the Company\nSubsidiaries' officers, directors, employees, agents, representatives,\naccountants and counsel to: (a) afford the officers, employees and authorized\nagents, accountants, financial advisors, counsel and other representatives of\nBuyer (collectively, \"REPRESENTATIVES\") reasonable access, during normal\nbusiness hours, to the offices, premises, properties, other facilities, books\nand records of the Company and of each Company Subsidiary, (b) furnish to the\nRepresentatives such additional financial and operating data and other\ninformation regarding the assets, properties and goodwill of the Company and the\nCompany Subsidiaries as Buyer may from time to time reasonably request; (c)\nprovide Buyer reasonable assistance in searches of government records related to\nthe assets of the Company and the Company Subsidiaries; and (d) furnish copies\nof all such books and records, documents, and all financial, operating, and\nother data and other information as Buyer may reasonably request. No\ninvestigation will affect any of the representations or warranties made herein\nor the conditions to the obligations of the parties hereto to consummate the\ntransactions contemplated hereby.\n\n      SECTION 5.03  Confidentiality.  Each party shall hold in confidence all \nnonpublic information until such time as such information is otherwise publicly\navailable and, if this Agreement is terminated, each party will deliver to the\nother all documents, work papers and other materials (including copies) obtained\nby such party or on its behalf from the other party as a result of this\nAgreement or in connection herewith, whether so obtained before or after the\nexecution hereof. Notwithstanding the foregoing, the Confidentiality Agreement\ndated May 24, 2001 between Parent and Strome Investment Management, L.P. (the\n\"CONFIDENTIALITY AGREEMENT\") shall survive the execution and delivery of this\nAgreement.\n\n      SECTION 5.04  Regulatory and Other Authorizations; Notices and Consents. \nUpon the terms and subject to the conditions hereof, each of the parties\nhereto shall (a) use its reasonable best efforts to take, or cause to be \n\n                                       31\n\n \ntaken, all appropriate action and do, or cause to be done, all things necessary,\nproper or advisable under applicable Law and applicable rules and regulations of\nthe New York Stock Exchange and American Stock Exchange, or to remove any\ninjunctions or other impediments or delays, or otherwise to consummate and make\neffective the transactions contemplated by this Agreement and (b) use its\nreasonable best efforts to (i) take all reasonable actions necessary to cause\nthe conditions to closing set forth in Article VII to be satisfied, and (ii)\nobtain any consents, licenses, permits, waivers, approvals, authorizations or\norders required to be obtained or made by Parent, Rodeo, Inc., Seller, Buyer,\nthe Company, any Company Subsidiary, or any of their respective Subsidiaries in\nconnection with the authorization, execution and delivery of this Agreement and\nthe consummation of the transactions contemplated by this Agreement and (c) make\nall necessary filings, and thereafter make any other required submissions with\nrespect to this Agreement and the transactions contemplated by this Agreement\nrequired under applicable Laws and applicable rules and regulations of the New\nYork Stock Exchange and American Stock Exchange and shall promptly provide the\nother party or its counsel with copies of all such filings. The parties hereto\nshall cooperate with each other in connection with the making of all such\nfilings.\n\n      SECTION 5.05  Notice of Certain Matters.  Buyer shall give prompt notice \nto Parent, Rodeo, Inc. and Seller, and Parent, Rodeo, Inc. and Seller shall give\nprompt notice to Buyer, of (a) the occurrence, or nonoccurrence, of any event\nthe occurrence or nonoccurrence of which would be likely to cause (i) any\nrepresentation or warranty contained in this Agreement to be untrue or\ninaccurate or (ii) any covenant, condition or agreement contained in this\nAgreement not to be complied with or satisfied, and (b) any failure of Buyer,\nSeller, Rodeo, Inc. or Parent, as the case may be, to comply with or satisfy any\ncovenant, condition or agreement to be complied with or satisfied by it\nhereunder. Each of Buyer, Rodeo, Inc., Seller and Parent shall promptly notify\neach other of any written notice or other communication from any Person alleging\nthat the consent of such Person (or other Person) is or may be required in\nconnection with the transactions contemplated by this Agreement that causes such\nparty to believe that there is a reasonable likelihood that such approval or\nconsent will not be obtained or will be materially delayed.\n\n      SECTION 5.06  Expenses.  All expenses incurred by the parties hereto \nshall be borne solely and entirely by the party that has incurred such expenses.\n\n      SECTION 5.07  Cooperation.  Subject to compliance with applicable Law, \nfrom the date hereof until the Closing, each of the parties hereto shall confer\non a regular and frequent basis with one or more representatives of the other\nparties to report operational matters of materiality and the general status of\nongoing operations.\n\n      SECTION 5.08  Publicity.  Neither Parent, Rodeo, Inc., Buyer nor any of \ntheir respective Affiliates shall issue or cause the publication of any press\nrelease or other announcement with respect to this Agreement or the transactions\ncontemplated hereby without a prior consultation of the other parties, except as\nmay be required by Law or by any listing agreement with a national securities\nexchange, and will use reasonable efforts to provide copies of such release or\nother announcement to the other parties hereto, and give due consideration to\nsuch comments as the other parties may have, prior to such release.\n\n                                       32\n\n \n      SECTION 5.09  Credit Agreements.  On or before the Closing Date, Parent,\nRodeo, Inc. and Buyer will each use its reasonable best efforts to obtain a\nwaiver and consent of the Administrative Agent and the Majority Lenders (each as\ndefined in the Credit Agreements) that would permit the transactions\ncontemplated hereby to be effected without resulting in a breach or default\nunder the Credit Agreements.\n\n      SECTION 5.10  Employee Benefit Matters; Separation.\n\n      (a)  As of the Closing Date, the parties shall identify the employees\nof Parent who will transfer employment to Newco GP LLC and make such other\narrangements that are appropriate and necessary with respect to compensation and\nemployee benefits plans and programs for such transferring employees.  In the\nevent such arrangements are not in place as of the Closing Date, the parties\nshall enter into any transition services arrangements deemed reasonably\nnecessary by Parent, Rodeo, Inc. and Newco GP LLC for a period of no more than\nthree months following the Closing Date.  With respect to the benefit plans and\narrangements listed in Schedule 3.13 of the Disclosure Letters in which\ntransferring employees participate, the Parent, Rodeo, Inc. and Newco GP LLC\nshall, as of the Closing Date, determine the treatment of obligations and\nliabilities under such plans affecting the transferring employees under the\nemployee benefit plans and arrangements of Newco GP LLC (i.e., assumption of\nliabilities and transfers of assets with respect to any such plans and\narrangements).\n\n      (b)  Prior to Closing Parent, Rodeo, Inc. and Newco GP LLC shall enter\ninto a separation agreement, in form reasonably satisfactory to the parties\nhereto, with respect to employee benefits and other matters (e.g. insurance,\ntax).\n\n      (c) Buyer and each of the Other Members shall cooperate in good faith to\ndevelop a management incentive plan for the management of Newco GP LLC within 90\ndays of Closing, in such form and containing such terms as they shall reasonably\nagree.\n\n      SECTION 5.11  Intentionally Omitted.\n\n      SECTION 5.12  Certain Contracts.  Parent and the Company shall use their \nreasonable best efforts to cause the Marketing Agreement and the Omnibus\nAgreement, as each may be amended, to remain in full force and effect following\nthe Closing.\n\n      SECTION 5.13  Transfer Restrictions.\n\n      (a)  For a period of eighteen months from May 8, 2001, or upon the earlier\nconversion of the Subordinated Units into Common Units, Buyer shall not transfer\nany of the Subordinated Units held by it and thereafter Buyer shall not transfer\nany of the Subordinated Units held by it other than (i) a transfer to\nAffiliates; provided, however, that such Transfer will be permitted under the\nterms of this Section 5.13 only so long as such Subordinated Units are held by\nsuch Affiliate or otherwise transferred to another Affiliate or (ii) transfers\nof Buyer Subordinated Units in amounts greater than 1,100,000 units, or such\nlesser number of Units so long as such transfer is for an aggregate\nconsideration of at least $25,000,000 in each instance (together with the\ntransfer contemplated by (i), \"PERMITTED TRANSFERS\").\n\n                                       33\n\n \n      (b)  Notwithstanding any other provision in this Agreement, Buyer agrees\nthat it will not transfer any Buyer Subordinated Units if, in the Company's\nreasonable determination, after review of the terms of such transfer and\nconsultation with tax counsel for the Company and Buyer, such transfer would be\nlikely to result in a tax termination of the Company for federal income tax\npurposes. The Company shall furnish to Buyer such information as forms the basis\nfor the Company's determination.\n\n      (c)  From and after the date on which a Permitted Transfer becomes\neffective, the Permitted Transferee of the Subordinated Units so transferred\nshall have the same rights, and shall be bound by the same obligations, under\nthis Agreement as the transferor of such Subordinated Units and such Permitted\nTransferee shall, as a condition to such Transfer, agree in writing to be bound\nby the terms of this Agreement. No Permitted Transfer shall conflict with or\nresult in any violation of a judgment, order, decree, statute, law, ordinance,\nrule or regulation or require the Company, if not currently subject, to become\nsubject or, if currently subject, to become subject to a greater extent, any\nstatute, law, ordinance, rule or regulation, excluding matters of a ministerial\nnature that are not materially burdensome to the Company.\n\n      SECTION 5.14  Restructuring.  If the Restructuring, as more fully\ndescribed in Section 5.01 of the Disclosure Letter, is effected prior to\nClosing, this Agreement shall be deemed to be amended to delete any inconsistent\nreferences to the Operating Partnerships, the Operating Partnerships GP and the\nOperating Partnerships GP Interests.\n\n      SECTION 5.15   Company Partnership Agreement.  Rodeo, Inc. shall use its \nreasonable best efforts to cause the Company Partnership Agreement to be amended\nto reflect the transactions contemplated by this Agreement, as provided for in\nSection 5.01 of the Disclosure Letter.\n\n                                  ARTICLE VI.\n                                 CONTRIBUTIONS\n\n      SECTION 6.01   Pre-Closing Events.  Prior to the Closing, Rodeo, Inc. \nshall (i) form Newco LP pursuant to the DLPA, the Newco LP Certificate, and the\nInitial Newco LP Agreement, (ii) form Newco GP LLC pursuant to the Delaware\nLimited Liability Company Act, the Newco GP LLC Certificate and the Initial\nNewco GP LLC Agreement, to act as the general partner of Newco LP, (iii)\ncontribute the LLC Incentive Distribution Rights to Newco GP LLC, which shall\npromptly contribute the LLC Incentive Distribution Rights to Newco LP, and (iv)\ncontribute the GP Interest, the Operating Partnerships GP Interests, and the LP\nIncentive Distribution Rights to Newco LP as its capital contribution as Newco\nLP's limited partner.\n\n      SECTION 6.02  Closing Events.\n\n      (a)  At the Closing, Rodeo, Inc. shall (i) amend and restate the Initial\nNewco GP LLC Agreement to be as set forth in the Newco GP LLC Operating\nAgreement, (ii) amend and restate the Initial Newco LP Agreement to be as set\nforth in the Newco LP Partnership Agreement, (iii) cause the admission of Buyer\nas a member of Newco GP LLC with the Buyer Newco GP LLC Interest in exchange for\nan initial capital contribution of $7,995 by Buyer that shall then be\n\n                                       34\n\n \ndistributed to Rodeo, Inc., and (iv) cause the admission of Buyer as a limited\npartner of Newco LP with the Buyer Newco LP Interest in exchange for an initial\ncapital contribution of $791,505 by Buyer that shall then be distributed to\nRodeo, Inc.\n\n      (b)  At the Closing, each of Rodeo, Inc. and Buyer shall execute and\ndeliver the Newco LP Partnership Agreement and the Newco GP LLC Operating\nAgreement.\n\n      (c)  At the Closing, Buyer shall deliver the Purchase Price to Seller in\naccordance with Section 2.02.\n\n      (d)  The transaction contemplated by the Sable Agreement and, to the\nextent such agreement has not been terminated in accordance with the terms\nthereof, the Investor Agreement shall have been consummated.\n\n                                 ARTICLE VII.\n                             CONDITIONS TO CLOSING\n\n      SECTION 7.01  Conditions to the Obligations of Each Party.  The \nobligations of Parent, Rodeo, Inc., Seller, and Buyer to consummate the\ntransactions contemplated hereby are subject to the satisfaction or waiver, in\nwhole or in part (where permissible by applicable law), at or prior to the\nClosing, of each of the following conditions:\n\n      (a)  no Governmental Authority or court of competent jurisdiction shall\nhave enacted, issued, promulgated, enforced or entered any Law or Governmental\nOrder which is then in effect making the consummation of the transactions\ncontemplated hereby illegal or otherwise prohibiting the consummation of the\ntransactions contemplated hereby;\n\n      (b)  the Pre-Closing Events specified in Section 6.01 and the Closing\nEvents specified in Section 6.02 shall have occurred;\n\n      (c)  Parent, Rodeo, Inc. and Seller shall have obtained a waiver and\nconsent of the agent under the Credit Agreements and the Majority Lenders (as\ndefined in the Credit Agreements) that would permit the transactions\ncontemplated hereby to be effected without resulting in a breach or default\nunder the Credit Agreements; and\n\n      (d)  the Company shall have amended the Company Partnership Agreement as\nprovided for in Section 5.01 of the Disclosure Letter.\n\n      SECTION 7.02  Conditions to the Obligations of Buyer.  The obligations of\nthe Buyer to consummate the transactions contemplated hereby are subject to the\nsatisfaction of the following additional conditions, unless waived by the Buyer\nin writing:\n\n      (a)  (i) The representations and warranties of Parent, Rodeo, Inc. and\nSeller set forth in this Agreement, when read without any exception or\nqualification as to materiality or reference to Material Adverse Effect, shall\nbe true and correct as of the date of this Agreement and as of the Closing\n(except as to any such representation and warranty which speaks as of a specific\ndate, which shall be true and correct as of such date) except where the failure\nto be so true and\n\n                                       35\n\n \ncorrect would not individually or in the aggregate reasonably be expected to\nhave a Material Adverse Effect; (ii) Rodeo, Inc. shall own 100% of the GP\nInterest and 100% of the Incentive Distribution Rights; (iii) Seller shall own\nall of the issued and outstanding Subordinated Units; (iv) Parent, Rodeo, Inc.\nand Seller shall have performed all obligations and complied with all agreements\nand covenants of Parent, Rodeo, Inc. and Seller to be performed or complied with\nby them under Article VI of this Agreement prior to the Closing; and (v) Parent,\nRodeo, Inc. and Seller shall have performed all other obligations and complied\nwith all other agreements and covenants of Parent, Rodeo, Inc. and Seller to be\nperformed or complied with by them under this Agreement prior to the Closing in\neach case in all material respects.\n\n      (b)  Parent, Rodeo, Inc. and Seller shall have obtained all approvals and\nconsents necessary or required for the consummation of the transactions\ncontemplated by this Agreement, except for those approvals and consents the\nfailure of which to obtain would not have a Material Adverse Effect.\n\n      (c)  Since the date of this Agreement there shall not have occurred any\nevent, change, effect or development that, individually or when considered\ntogether with any other event, change, effect or development, has had or would\nhave a Material Adverse Effect.\n\n      (d)  Intentionally omitted.\n\n      (e)  Intentionally omitted.\n\n      (f)  Buyer shall have received the agreements referred to in Sections\n2.04(a), (b) and (c) executed by all parties thereto (except the Buyer).\n\n      SECTION 7.03  Conditions to the Obligations of Rodeo, Inc. and Seller.  \nThe obligations of Rodeo, Inc. and Seller to consummate the transactions\ncontemplated hereby are subject to the satisfaction of the following additional\nconditions, unless waived by Parent, Rodeo, Inc. and Seller in writing:\n\n      (a)  The representations and warranties of Buyer set forth in this\nAgreement, when read without any exception or qualification as to materiality,\nshall be true and correct as of the date of this Agreement and as of the Closing\n(except as to any such representation and warranty which speaks as of a specific\ndate, which shall be true and correct as of such date) except where the failure\nto be so true and correct would (x) not prevent or materially delay the\nconsummation of the transactions contemplated hereby or (y) have a material\nadverse effect on the Company's ability to conduct its business after the\nClosing; and (ii) Buyer shall have performed all obligations and complied with\nall agreements and covenants of Buyer to be performed or complied with by it\nunder this Agreement prior to the Closing in each case in all material respects.\n\n      (b)  Intentionally omitted.\n\n      (c)  Parent, Rodeo, Inc. and Seller shall have received the agreements\nreferred to in Section 2.04(d) executed by all parties thereto (except Parent,\nRodeo, Inc., Seller and the Company).\n\n                                       36\n\n \n                                 ARTICLE VIII.\n                            TERMINATION AND WAIVER\n\n      SECTION 8.01  Termination.  This Agreement may be terminated and the \ntransactions contemplated hereby may be abandoned at any time prior to the\nClosing:\n\n      (a)  by the mutual written consent of Parent, Rodeo, Inc., Seller and\nBuyer;\n\n      (b)  by either Parent, Rodeo, Inc., Seller or Buyer if the Closing shall\nnot have occurred on or before the date that is sixty (60) days from the date\nhereof (the \"TERMINATION DATE\"), provided that the party seeking to terminate\nthis Agreement pursuant to this Section 8.01(b) shall not have breached in any\nmaterial respect its obligations under this Agreement in any manner that shall\nhave proximately contributed to the failure to consummate the transactions\ncontemplated hereby on or before the Termination Date;\n\n      (c)  by Parent, if (i) there has been a breach by Buyer of any\nrepresentation or warranty of Buyer contained in this Agreement which would\nreasonably be expected to have a Material Adverse Effect on the Company's\nability to conduct its business after the Closing and which by its nature or\ntiming cannot be cured prior to the Termination Date, or prevent or delay the\nconsummation of the transactions contemplated hereby beyond the date specified\nin Section 8.01(b), or (ii) there has been a breach of any of the covenants or\nagreements set forth in this Agreement on the part of Buyer, which would\nreasonably be expected to have a Material Adverse Effect on the Company's\nability to conduct its business after the Closing and which by its nature or\ntiming cannot be cured prior to the Termination Date, or prevent or delay the\nconsummation of the transactions contemplated hereby beyond the date specified\nin Section 8.01(b), provided, that Parent may not terminate this Agreement\npursuant to this Section 8.01(c) if Parent, Rodeo, Inc. or Seller shall be in\nmaterial breach of any of their representations, warranties, covenants or\nagreements hereunder;\n\n      (d)  by either Parent, Rodeo, Inc., Seller, or Buyer if any Governmental\nAuthority or court of competent jurisdiction shall have enacted, issued,\npromulgated, enforced or entered any Law or Governmental Order making the\nconsummation of the transactions contemplated hereby illegal or otherwise\nprohibiting the transactions contemplated thereby and such Governmental Order\nshall have become final and nonappealable, provided that the party seeking to\nterminate this Agreement shall have used its reasonable best efforts to remove\nor lift such Governmental Order; or\n\n      (e)  by Buyer, if (i) there has been a breach by Parent, Rodeo, Inc. or\nSeller of any representation or warranty of Parent, Rodeo, Inc. and Seller\ncontained in this Agreement which would reasonably be expected to have a\nMaterial Adverse Effect and which by its nature or timing cannot be cured prior\nto the Termination Date, or prevent or delay the consummation of the\ntransactions contemplated hereby beyond the date specified in Section\n8.01(b), or (ii) there has been a breach of any of the covenants or agreements\nset forth in this Agreement on the part of Parent, Rodeo, Inc. or Seller, which\ncould reasonably be expected to have a Material Adverse Effect and which by its\nnature or timing cannot be cured prior to the Termination Date or prevent or\ndelay the consummation of the transactions contemplated hereby beyond the date\nspecified in Section 8.01(b), provided, that Buyer may not terminate this\nAgreement pursuant to this Section\n\n                                       37\n\n \n8.01(e) if Buyer shall be in material breach of any of their representations,\nwarranties, covenants or agreements hereunder.\n\nThe party desiring to terminate this Agreement pursuant to Section 8.01(a)\nthrough (e) shall give written notice of such termination to the other party in\naccordance with Section 9.02.\n\n      SECTION 8.02  Effect of Termination.\n\n      In the event of termination of the Agreement pursuant to this Article\nVIII, all obligations of the parties shall terminate, except the obligations of\nthe parties pursuant to this Section 8.02 and except for the provisions of\nSections 5.03, 5.06, 9.01, 9.02, 9.03, 9.05, 9.08, 9.10, 9.11 and 9.12, provided\nthat nothing herein shall relieve any party from liability for any breaches\nhereof.\n\n                                  ARTICLE IX.\n                               GENERAL PROVISIONS\n\n      SECTION 9.01  Survival of Representations, Warranties and Covenants.\n\n      (a)  The representations and warranties of the parties contained in this\nAgreement shall not survive the Closing Date.\n\n      (b)  The covenants and agreements of the parties to be performed after the\nClosing Date contained in this Agreement shall survive the Closing Date.\n\n      SECTION 9.02  Notices.  All notices or communications hereunder shall be \nin writing (including facsimile or similar writing) addressed as follows:\n\n      (a)  To Parent, Rodeo, Inc. or Seller:\n\n               Plains Resources Inc.\n               500 Dallas Street, Suite 700\n               Houston, TX  77002\n               Telecopy: (713) 654-1523\n               Attention:  Tim Stephens\n\n               with a copy to:\n\n               Fried, Frank, Harris, Shriver &amp; Jacobson\n               One New York Plaza\n               New York, NY  10004\n               Telecopy:  (212) 859-4000\n               Attention:  Jean E. Hanson\n\n                                       38\n\n \n      (b)  To Buyer:\n\n               Strome Hedgecap Fund, L.P.\n               100 Wilshire Blvd., Suite 1500\n               Santa Monica, CA  90401\n               Telecopy:  (310) 260-6881\n               Attention:  Bradford Grimm\n\n               with a copy to:\n\n               Cadwalader, Wickersham &amp; Taft\n               100 Maiden Lane\n               New York, NY  10038\n               Telecopy:  (212) 504-5557\n               Attention:  Dennis J. Block, Esq.\n\nAny such notice or communication shall be deemed given (i) when made, if made by\nhand delivery, and upon confirmation of receipt, if made by facsimile, (ii) one\nBusiness Day after being deposited with a next day courier, postage prepaid, or\n(iii) three Business Days after being sent certified or registered mail, return\nreceipt requested, postage prepaid, in each case addressed as above (or to such\nother address as such party may designate in writing from time to time).\n\n      SECTION 9.03  Entire Agreement.  This Agreement, the Value Assurance \nAgreement and the confidentiality obligations under the Confidentiality\nAgreement represent the entire agreement of the parties with respect to the\nsubject matter hereof and shall supersede any and all previous contracts,\narrangements or understandings between the parties hereto with respect to the\nsubject matter hereof.\n\n      SECTION 9.04  Headings.  The descriptive headings contained in this \nAgreement are included for convenience of reference only and shall not affect in\nany way the meaning or interpretation of this Agreement.\n\n      SECTION 9.05  Separability.  If any provision of this Agreement shall be \ndeclared to be invalid or unenforceable, in whole or in part, such invalidity or\nunenforceability shall not affect the remaining provisions hereof which shall\nremain in full force and effect.\n\n      SECTION 9.06  Assignment.  Neither this Agreement nor any of the rights, \ninterests or obligations hereunder shall be assigned by operation of law or\notherwise without the prior written consent of the parties hereto, which consent\nmay be granted or withheld in the sole discretion of the parties. Subject to the\npreceding sentence, this Agreement shall be binding upon and shall inure to the\nbenefit of the parties hereto and their respective successors and assigns.\nNothing in this Agreement, express or implied, is intended to confer on any\nPerson other than the parties hereto or their respective successors and assigns\nany rights, remedies, obligations or liabilities under or by reason of this\nAgreement.\n\n      SECTION 9.07  Amendment.  This Agreement may not be amended or modified \nexcept (a) by an instrument in writing signed by each of, or on behalf of each\nof, the parties or (b) by a waiver in accordance with Section 9.13. This\nAgreement may be amended or \n\n                                       39\n\n \nsupplemented in writing by the parties hereto with respect to any of the terms\ncontained in this Agreement.\n\n      SECTION 9.08  Governing Law; Forum.  This Agreement shall be governed by,\nand construed in accordance with, the laws of the State of Texas applicable to\ncontracts executed in and to be performed in that state and without regard to\nany applicable conflicts of law. All actions and proceedings arising out of or\nrelating to this Agreement shall be heard and determined in any Texas state or\nfederal Court located in Houston, Texas. In connection with the foregoing, each\nof the parties to this Agreement irrevocably (a) consents to submit itself to\nthe personal jurisdiction of the state and federal Courts of competent\njurisdiction located in Houston, Texas, (b) agrees that it will not attempt to\ndeny or defeat such personal jurisdiction by motion or other request for leave\nfrom any such Court, and (c) hereby consents to service of process pursuant to\nthe notice provisions set forth in Section 9.02.\n\n      SECTION 9.09  Counterparts.  This Agreement may be executed and delivered\n(including by facsimile transmission) in one or more counterparts, and by the\ndifferent parties hereto in separate counterparts, each of which when executed\nand delivered shall be deemed to be an original, but all of which taken together\nshall constitute one and the same agreement.\n\n      SECTION 9.10  Specific Performance.  The parties hereto agree that \nirreparable damage would occur in the event any provision of this Agreement was\nnot performed in accordance with the terms hereof and that the parties shall be\nentitled to specific performance of the terms hereof, in addition to any other\nremedy at law or in equity.\n\n      SECTION 9.11  Waiver of Jury Trial.  Each of the parties hereto \nirrevocably and unconditionally waives all right to trial by jury in any action,\nproceeding or counterclaim (whether based in contract, tort or otherwise)\narising out of or relating to this Agreement or the actions of the parties\nhereto in the negotiation, administration, performance and enforcement thereof.\n\n      SECTION 9.12  Attorney's Fees.  If any action at law or equity, including \nan action for declaratory relief, is brought to enforce or interpret any\nprovision of this Agreement, the prevailing party shall be entitled to recover\nreasonable attorney's fees and expenses from the other party, which fees and\nexpenses shall be in addition to any other relief which may be awarded.\n\n      SECTION 9.13  Extensions, Waivers, Etc. At any time prior to the Closing,\neither party may:\n\n      (a)  extend the time for the performance of any of the obligations or act\nof the other party;\n\n      (b)  waive any inaccuracies in the representations and warranties of the\nother party contained herein or in any document delivered pursuant hereto; or\n\n      (c)  waive compliance with any of the agreements or conditions of the\nother party contained herein.\n\n                                       40\n\n \n     Notwithstanding the foregoing, no failure or delay by Parent, Rodeo, Inc.,\nSeller or Buyer in exercising any right hereunder shall operate as a waiver\nthereof nor shall any single or partial exercise thereof preclude any other or\nfurther exercise thereof or the exercise of any other right hereunder.  Any\nagreement on the part of a party hereto to any such extension or waiver shall be\nvalid only if set forth in an instrument in writing signed on behalf of such\nparty.\n\n      SECTION 9.14  Word Meanings.  The words such as \"herein\", \"hereinafter\", \n\"hereof\" and \"hereunder\" refer to this Agreement as a whole and not merely a\nsubdivision in which such words appear unless the context otherwise requires.\nThe singular shall include the plural, and vice-versa, unless the context\notherwise requires. Whenever the words \"include\", \"includes\" or \"including\" are\nused in this Agreement, they shall be deemed to be followed by the words\n\"without limitation.\" When verbs are used as nouns, the nouns correspond to such\nverbs and vice-versa. The worlds \"material\" and \"materiality\" shall have a\ncorrelative meaning to Material Adverse Effect.\n\n                            [SIGNATURE PAGES FOLLOW]\n\n                                       41\n\n \n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted as of the date first written above by their respective officers\nthereunto duly authorized.\n\n                              PLAINS RESOURCES INC.\n\n                              By:  \/s\/ James C. Flores\n                                 -------------------------------------------\n                                 Name: James C. Flores\n                                       -------------------------------------\n                                 Title: Chairman and Chief Executive Officer\n                                       -------------------------------------\n\n\n                              PLAINS ALL AMERICAN INC.\n\n                              By:  \/s\/ Greg L. Armstrong\n                                 -------------------------------------------\n                                 Name: Greg L. Armstrong\n                                       -------------------------------------\n                                 Title: Chief Executive Officer\n                                       -------------------------------------\n\n                              PAAI LLC\n\n                              By: Plains All American Inc., its Sole Member\n\n                              By:  \/s\/ Greg L. Armstrong\n                                 -------------------------------------------\n                                 Name: Greg L. Armstrong\n                                       -------------------------------------\n                                 Title: Chief Executive Officer\n                                       -------------------------------------\n\n                                       42\n\n \n                              STROME HEDGECAP FUND, L.P.\n\n                              By:  Strome Investment Management, L.P.,\n                                   its general partner\n\n                              By:  SSCO, Inc., its general partner\n\n\n                              By:  \/s\/ MARK E. STROME\n                                 -------------------------------\n                                 Name: Mark E. Strome\n                                       -------------------------\n                                 Title: President\n                                       ------------------------- \n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8535],"corporate_contracts_industries":[],"corporate_contracts_types":[9622,9624],"class_list":["post-43778","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-plains-resources-inc","corporate_contracts_types-planning","corporate_contracts_types-planning__contrib"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43778","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43778"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43778"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43778"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43778"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}