Item 1.01. Entry into a Material Definitive Agreement.

Effective October 27, 2009, Plains Marketing, L.P. ("PMLP"), a wholly-owned subsidiary of Plains All American Pipeline, L.P. ("PAA"), entered into a First Amendment (the "First Amendment") to Second Restated Credit Agreement among PMLP, Bank of America, N.A., as Administrative Agent, BNP Paribas, as Syndication Agent, SOCIETE GENERALE, as Documentation Agent, Banc of America Securities LLC ("BAS"), BNP Paribas ("BNPP") and Societe Generale, as joint lead arrangers, BAS and BNPP, as joint bookrunners, and the lenders party thereto (as amended, the "Restated Facility"). The First Amendment extends the term of the Restated Facility by approximately one year until October 26, 2010.
The Restated Facility, as amended by the First Amendment, is a $500 million secured committed working capital facility, which includes a letter of credit sub-facility of up to 20% of the total committed facility. The committed amount may be increased at the option of PMLP to $1.2 billion, subject to obtaining additional commitments from lenders. Borrowings under the Restated Facility will be primarily used to finance the purchase of hedged crude oil inventory for storage activities when market conditions warrant as well as for foreign import activities. Obligations under the Restated Facility are secured by the financed inventory and the associated accounts receivable, and will be repaid from the proceeds of the sale of the financed inventory. In addition, PMLP's obligations under the Restated Facility are guaranteed by PAA pursuant to a Restated Guaranty Agreement entered into on November 6, 2008 by PAA in favor of the Administrative Agent.
The above description of the First Amendment is qualified in its entirety by the terms of the First Amendment, which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above in Item 1.01 is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
10.1 First Amendment to Second Restated Credit Agreement dated as of October 27, 2009, by and among Plains Marketing, L.P., Bank of America, N.A., as Administrative Agent, BNP Paribas, as Syndication Agent, SOCIETE GENERALE, as Documentation Agent, Banc of America Securities LLC ("BAS"), BNP Paribas ("BNPP") and Societe Generale, as joint lead arrangers, BAS and BNPP, as joint bookrunners, and the Lenders party hereto.

-2-

---