GUARANTY

Exhibit 10.2

GUARANTY

     THIS GUARANTY is made as of November 16, 2007, by Plains All American Pipeline, L.P., a Delaware limited partnership (“Guarantor”), in favor of Bank of America, N.A., as administrative agent for Lenders, as such term is defined in the Credit Agreement described below (in such capacity “Administrative Agent”).

RECITALS:

     1. Plains Marketing, L.P., a Texas limited partnership (“Borrower”), Administrative Agent, and certain financial institutions (“Lenders”), are parties to a Restated Credit Agreement dated as of November 19, 2004, as amended by First Amendment to Restated Credit Agreement dated as of April 20, 2005, Second Amendment to Restated Credit Agreement dated as of May 20, 2005, Third Amendment to Restated Credit Agreement dated as of November 4, 2005, and Fourth Amendment to Restated Credit Agreement dated as of November 16, 2006, and supplemented by that certain Joinder and Supplement dated June 20, 2007 (as heretofore amended, supplemented or restated, the “Original Agreement”).

     2. Borrower, Guarantor, Administrative Agent and Lenders are entering into a Fifth Amendment to Restated Credit Agreement of even date herewith (the Original Agreement, as amended by such Fifth Amendment, and as from time to time amended, supplemented or restated, the “Credit Agreement”).

     3. Pursuant to the Credit Agreement, LC Issuers may issue, and Lenders may participate with respect to, Letters of Credit issued for the account of Borrower, Lenders may advance funds to Borrower, and Borrower has agreed to execute and deliver Notes to evidence such advances.

     4. It is a condition precedent to the issuance of Letters of Credit, and advances of funds pursuant to the Credit Agreement, that Guarantor shall execute and deliver to Administrative Agent a satisfactory guaranty of the Obligations of Borrower.

     5. Guarantor owns, directly or indirectly all of the issued and outstanding partnership interests of Borrower.

     6. The board of directors of Plains All American GP LLC, a Delaware limited liability company and the general partner of Plains AAP, L.P., the general partner of Guarantor, has determined that Guarantor’s execution, delivery and performance of this Guaranty may reasonably be expected to benefit Guarantor, directly or indirectly, and are in the best interests of Guarantor and are necessary or convenient to the conduct, promotion or attainment of the business of Guarantor.

     NOW, THEREFORE, in consideration of the premises, of the benefits which will inure to Guarantor from Lenders’ advances of funds to Borrower under the Credit Agreement, LC Issuers’ issuance of Letters of Credit for the account and at the direction of Borrower under the Credit Agreement, and of other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, and in order to induce Lenders to advance funds to Borrower and the LC Issuers to issue Letters of Credit for the account and at the direction of

Borrower under the Credit Agreement, Guarantor hereby agrees with Administrative Agent, for the benefit of Administrative Agent and the other Lender Parties as follows:

AGREEMENTS

     Section 1. Definitions . Reference is hereby made to the Credit Agreement for all purposes. All terms used in this Guaranty which are defined in the Credit Agreement and not otherwise defined herein shall have the same meanings and shall be subject to the same rules of construction and interpretation when used herein as each is, from time to time, given, construed or interpreted in the Credit Agreement. All references herein to any Loan Document or other document or instrument refer to the same as from time to time amended, supplemented or restated. As used herein the following terms shall have the following meanings:

     “ Administrative Agent ” means the Person who, at the time in question, is the “Administrative Agent” under the Credit Agreement.

     “ Obligors ” means Borrower, Guarantor and any other endorsers, guarantors or obligors, primary or secondary, of any or all of the Obligations.

     “ Security ” means any rights, properties, or interests of any Lender Party under the Loan Documents, which provide recourse or other benefits to any Lender Party in connection with the Obligations or the non-payment or non-performance thereof, including guaranties of the payment of any Obligation, bonds, surety agreements, keep-well agreements, letters of credit, rights of subrogation, rights of offset, and other rights provided for thereunder.

     Section 2. Guaranty .

     (a) Guarantor hereby irrevocably, absolutely, and unconditionally guarantees to each Lender Party the prompt, complete, and full payment when due, and no matter how the same shall become due, of all Obligations of Borrower, including but not limited to:

     (i) all LC Obligations of Borrower, including all obligations of Borrower to make reimbursements and other payments to any LC Issuer and to Lender Parties in respect of Letters of Credit issued at the direction of and for the account of Borrower pursuant to the Credit Agreement; and

     (ii) the Notes of Borrower, including all principal, all interest thereon and all other sums payable thereunder; and

     (iii) all other sums payable by Borrower under the other Loan Documents, whether for principal, interest, fees or otherwise; and

     (iv) any and all other indebtedness, obligations or liabilities which may at any time be owed to any Lender Party by Borrower, whether incurred heretofore or hereafter or concurrently herewith, under or pursuant to any of the Loan Documents, and including interest, attorneys’ fees and collection costs as may be provided by law or in any instrument evidencing any such indebtedness or liability.

Without limiting the generality of the foregoing, Guarantor’s liability hereunder shall extend to and include all post-petition interest, expenses, and other liabilities of Borrower described above in this subsection (a), or below in the following subsection (b), which would be owed by Borrower but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, or similar proceeding involving Borrower.

     (b) If Borrower shall for any reason fail to pay any Obligation, described in Section 2(a), as and when such Obligation shall become due and payable, whether at its stated maturity, as a result of the exercise of any power to accelerate, or otherwise, Guarantor will, forthwith upon demand by Administrative Agent, pay such Obligation in full to Administrative Agent for the benefit of each Lender Party to whom such Obligation is owed.

     (c) If Guarantor fails to pay any obligation as described in the immediately preceding subsections (a) or (b), Guarantor will incur the additional obligation to pay to Lender Parties, and Guarantor will forthwith upon demand by Administrative Agent pay to Lender Parties, the amount of any and all expenses, including reasonable fees and disbursements of Lender Parties’ counsel and of any experts or agents retained by Lender Parties, which Lender Parties may incur as a result of such failure.

     (d) As between Guarantor and Lender Parties, this Guaranty shall be considered a primary and liquidated liability of Guarantor.

     (e) No past, present or future director, officer, partner, employee, incorporator, manager, stockholder, unitholder or member of Guarantor, Plains AAP, L.P. or Plains All American GP LLC shall have any liability for any Obligations arising under or by virtue of this Guaranty, including the Obligations described in Section 2(a) hereof, or for any claim based on, in respect of, or by reason of, such Obligations or their creation. Each Lender Party waives and releases all such liability. The waiver and release are part of the consideration for the making of the Notes and this Guaranty.

     Section 3. Unconditional Guaranty .

     (a) No action which any Lender Party may take or omit to take in connection with any of the Loan Documents (other than as required by Section 11), any of the Obligations (or any other indebtedness owing by Borrower to any Lender Party), or any Security, and no course of dealing of any Lender Party with any Obligor or any other Person, shall release or diminish Guarantor’s obligations, liabilities or agreements hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against any Lender Party, regardless of whether any such action or inaction may increase any risks to or liabilities of any Lender Party or any Obligor or increase any risk to or diminish any safeguard of any Security. Without limiting the foregoing, Guarantor hereby expressly agrees that Administrative Agent and the other Lender Parties may, from time to time, without notice to or the consent of Guarantor, do any or all of the following:

     (i) Amend, change or modify, in whole or in part, any one or more of the Loan Documents (except an amendment to a Loan Document to which Guarantor is a party to the extent such amendment requires the consent of Guarantor) and give or refuse to give any waivers or other indulgences with respect thereto.

     (ii) Neglect, delay, fail, or refuse to take or prosecute any action for the collection or enforcement of any of the Obligations, to foreclose or take or prosecute any action in connection with any Security or Loan Document, to bring suit against any Obligor or any other Person, or to take any other action concerning the Obligations or the Loan Documents.

     (iii) Accelerate, change, rearrange, extend, or renew the time, rate, terms, or manner for payment or performance of any one or more of the Obligations (whether for principal, interest, fees, expenses, indemnifications, affirmative or negative covenants, or otherwise).

     (iv) Compromise or settle any unpaid or unperformed Obligation or any other obligation or amount due or owing, or claimed to be due or owing, under any one or more of the Loan Documents.

     (v) Take, exchange, amend, eliminate, surrender, release, or subordinate any or all Security for any or all of the Obligations, accept additional or substituted Security therefor, and perfect or fail to perfect any Lender Party’s rights in any or all Security.

     (vi) Discharge, release, substitute or add Obligors.

     (vii) Apply all monies received from Obligors or others, or from any Security for any of the Obligations, as provided in the Credit Agreement, without in any way being required to marshall Security or assets or otherwise to apply all or any part of such monies upon any particular Obligations.

     (b) No action or inaction of any Obligor or any other Person, and no change of law or circumstances, shall release or diminish Guarantor’s obligations, liabilities or agreements hereunder, affect this Guaranty in any way, or afford Guarantor any recourse against any Lender Party, other than the complete and final payment of the Obligations and the termination of all Letters of Credit and of all commitments of the Lender Parties under the Credit Agreement. Without limiting the foregoing, the obligations, liabilities and agreements of Guarantor under this Guaranty shall not be released, diminished, impaired, reduced, or affected by the occurrence of any or all of the following from time to time, even if occurring without notice to or without the consent of Guarantor:

     (i) Any voluntary or involuntary liquidation, dissolution, sale of all or substantially all assets, marshalling of assets or liabilities, receivership, conservatorship, assignment for the benefit of creditors, insolvency, bankruptcy, reorganization, arrangement, or composition of any Obligor or any other proceedings involving any Obligor or any of the assets of any Obligor under laws for the protection of debtors, or any discharge, impairment, modification, release, or limitation of the liability of, or stay of actions or lien enforcement proceedings against, any Obligor, any properties of any Obligor, or the estate in bankruptcy of any Obligor in the course of or resulting from any such proceedings.

     (ii) The failure by any Lender Party to file or enforce a claim in any proceeding described in the immediately preceding subsection (i) or to take any other action in any proceeding to which any Obligor is a party.

     (iii) The release by operation of law of any Obligor from any of the Obligations or any other obligations to any Lender Party.

     (iv) Th