Standard Contracts
CREDIT AGREEMENT Dated as of April [___], 2010 among PAA NATURAL GAS STORAGE, L.P., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, DNB NOR BANK ASA, as Syndication Agent, [ ], as Documentation Agent,...Credit Agreement • April 2nd, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April [___], 2010, among PAA NATURAL GAS STORAGE, L.P., a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), DNB NOR BANK ASA, as Syndication Agent, [ ], as Documentation Agent, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
CREDIT AGREEMENT Dated as of April 7, 2010 among PAA NATURAL GAS STORAGE, L.P., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, DNB NOR BANK ASA, as Syndication Agent, WELLS FARGO BANK, NATIONAL...Credit Agreement • May 11th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of April 7, 2010, among PAA NATURAL GAS STORAGE, L.P., a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), DNB NOR BANK ASA, as Syndication Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, UBS LOAN FINANCE LLC, AND CITIBANK, N.A., as Co-Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
PAA NATURAL GAS STORAGE, L.P. Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 19th, 2013 • Paa Natural Gas Storage Lp • Natural gas transmission • New York
PAA Natural Gas Storage, L.P., a Delaware limited partnership (the “Partnership”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc. (the “Manager”) as follows:
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PAA NATURAL GAS STORAGE, L.P.Limited Partnership Agreement • August 20th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PAA NATURAL GAS STORAGE, L.P. dated as of August 16, 2010, is entered into by PNGS GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PNGS GP LLC dated as of May 5, 2010Limited Liability Company Agreement • August 6th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PNGS GP LLC, a Delaware limited liability company (the “Company”), is made and entered into as of the 5th day of May, 2010, by and among the Persons executing this Agreement on the signature pages hereto as a member (together with such other Persons that may hereafter become members as provided herein, referred to collectively as the “Members” or, individually, as a “Member”).
PNGS GP LLC CLASS B RESTRICTED UNITS AGREEMENTRestricted Units Agreement • August 6th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission • Delaware
This PNGS GP LLC CLASS B RESTRICTED UNITS AGREEMENT (this “Agreement”) is entered into as of «Grant_Date» (the “Grant Date”) by and between PNGS GP LLC, a Delaware limited liability company (the “Company”), and «Executive» (“Executive”).
TAX SHARING AGREEMENT BY AND AMONG PLAINS ALL AMERICAN PIPELINE, L.P. AND PAA NATURAL GAS STORAGE, L.P. May 5, 2010Tax Sharing Agreement • May 11th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission • Delaware
Tax Sharing Agreement (the “Agreement”), dated this 5th day of May, 2010, by and among PLAINS ALL AMERICAN PIPELINE, L.P. (“PAA”), a Delaware limited partnership, and PAA NATURAL GAS STORAGE, L.P. (“PNGS”), a Delaware limited partnership.
AGREEMENT AND PLAN OF MERGER by and among PLAINS ALL AMERICAN PIPELINE, L.P. PAA ACQUISITION COMPANY LLC and PNGS GP LLC PAA NATURAL GAS STORAGE, L.P. Dated as of October 21, 2013Merger Agreement • October 24th, 2013 • Paa Natural Gas Storage Lp • Natural gas transmission • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 21, 2013 (this “Agreement”), is entered into by and among Plains All American Pipeline, L.P., a Delaware limited partnership (“PAA”), PAA Acquisition Company LLC, a Delaware limited liability company and wholly-owned subsidiary of PAA (“MergerCo” and, together with PAA, each a “Buyer Party” and collectively, the “Buyer Parties”), PAA Natural Gas Storage, L.P., a Delaware limited partnership (“MLP”), and PNGS GP LLC, a Delaware limited liability company and the general partner of MLP and wholly-owned subsidiary of PAA (“MLP GP”).
COMMON UNIT REGISTRATION RIGHTS AGREEMENT BY AND AMONG PAA NATURAL GAS STORAGE, L.P. AND. THE PURCHASERS PARTY HERETO DATED AS OF [•], 2011Registration Rights Agreement • January 20th, 2011 • Paa Natural Gas Storage Lp • Natural gas transmission • Delaware
This Agreement is made in connection with the Closing of the issuance and sale of common units (“Purchased Units”) representing limited partnership interests in PNG (“Common Units”) pursuant to (i) that certain Common Unit Purchase Agreement, dated as of December 23, 2010, by and among PNG and the Purchasers named therein and (ii) that certain Common Unit Purchase Agreement, dated as of January 19, 2011, by and among PNG and the Purchasers named therein (collectively, the “Purchase Agreements”). PNG has agreed to provide the registration and other rights set forth in this Agreement for the benefit of the Purchasers of the Purchased Units pursuant to the Purchase Agreements. In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties hereby agree as follows:
OMNIBUS AGREEMENT among PLAINS ALL AMERICAN GP LLC PLAINS ALL AMERICAN PIPELINE, L.P. PNGS GP LLC and PAA NATURAL GAS STORAGE, L.P.Omnibus Agreement • May 11th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission
THIS OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein), and is by and among Plains All American GP LLC, a Delaware limited liability company (“PAA GP”), Plains All American Pipeline, L.P., a Delaware limited partnership (“PAA”), PNGS GP LLC, a Delaware limited liability company (the “General Partner”) and PAA Natural Gas Storage, L.P., a Delaware limited partnership (the “Partnership”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
COMMON UNIT PURCHASE AGREEMENT by and among PAA NATURAL GAS STORAGE, L.P. and THE PURCHASERS PARTY HERETO December 23, 2010Common Unit Purchase Agreement • December 30th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission • Texas
This COMMON UNIT PURCHASE AGREEMENT is made and entered into as of December 23, 2010 (this “Agreement”), by and among PAA NATURAL GAS STORAGE, L.P., a Delaware limited partnership (“Seller”), and the Purchasers listed on Schedule 2.1 hereto (each a “Purchaser” and collectively, the “Purchasers”).
PAA NATURAL GAS STORAGE, L.P. 11,720,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • May 4th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission • New York
PAA Natural Gas Storage, L.P., a Delaware limited partnership (the “Partnership”), proposes to issue and sell an aggregate of 11,720,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (“Common Units”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., UBS Securities LLC, Citigroup Global Markets Inc., and Wells Fargo Securities, LLC are acting as the representatives (the “Representatives”), upon the terms and conditions set forth in Section 2 hereof. The Partnership also proposes to grant to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, an option to purchase up to an additional 1,758,000 Common Units (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.”
PURCHASE AND SALE AGREEMENT by and among SGR HOLDINGS, L.L.C., SOUTHERN PINES ENERGY INVESTMENT CO., LLC and PAA NATURAL GAS STORAGE, L.P., dated as of December 28, 2010Purchase and Sale Agreement • December 30th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission • Delaware
THIS PURCHASE AND SALE AGREEMENT, dated as of December 28, 2010 (this “Agreement”), is entered into by and among SGR HOLDINGS, L.L.C., a Delaware limited liability company (“SGR”), SOUTHERN PINES ENERGY INVESTMENT CO., LLC, a Delaware limited liability company (“SPE” and, together with SGR, each a “Seller” and collectively, “Sellers”), PAA NATURAL GAS STORAGE, L.P., a Delaware limited partnership (“Buyer”), and, for the limited purposes set forth on the signature pages hereto, SG RESOURCES MISSISSIPPI, L.L.C., a Delaware limited liability company (the “Company”) and PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (“PAA”).
Dear Grantee: I am pleased to inform you that you have been granted [No. of Units] Phantom Units as of the above date pursuant to the Company’s 2010 Long- Term Incentive Plan (the “Plan”). The terms and conditions of this grant are as set forth below.Phantom Unit Grant Agreement • April 13th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission
PAA NATURAL GAS STORAGE, L.P. 10,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission • New York
PAA Natural Gas Storage, L.P., a Delaware limited partnership (the “Partnership”), proposes to issue and sell an aggregate of 10,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (“Common Units”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., UBS Securities LLC, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC are acting as the representatives (the “Representatives”), upon the terms and conditions set forth in Section 2 hereof. The Partnership also proposes to grant to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, an option to purchase up to an additional 1,500,000 Common Units (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.”
May 2, 2011Letter Agreement • May 6th, 2011 • Paa Natural Gas Storage Lp • Natural gas transmission
This Letter Agreement is made by and among SGR Holdings, L.L.C., a Delaware limited liability company (“SGR”), Southern Pines Energy Investment Co., LLC, a Delaware limited liability company (“SPE” and, together with SGR, “Sellers”), PAA Natural Gas Storage, L.P., a Delaware limited partnership (“Buyer”), and SG Resources Mississippi, L.L.C., a Delaware limited liability company (“Company”), and Plains All American Pipeline, L.P., a Delaware limited partnership (“Plains”), all as signatories to that certain Purchase and Sale Agreement dated December 28, 2010 (the “PSA”). Sellers and Buyer are collectively referred to herein as the “Parties” and individually as a “Party”. Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the PSA.
November 1, 2008Employment Agreement • April 13th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission • Texas
Pursuant to our discussions, the following shall set forth the employment agreement (this “Agreement”) between Plains All American GP LLC (the “Company”) and Constantine S. Liollio (“Employee”).
CONTRIBUTION AGREEMENT By and Among PAA NATURAL GAS STORAGE, L.P. PNGS GP LLC PLAINS ALL AMERICAN PIPELINE, L.P. PAA NATURAL GAS STORAGE, LLC PAA/VULCAN GAS STORAGE, LLC PLAINS MARKETING, L.P. And PLAINS MARKETING GP INC. Dated as of April 29, 2010Contribution Agreement • May 4th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission
This Contribution Agreement, dated as of April 29, 2010 (this “Agreement”), is by and among PAA Natural Gas Storage, L.P., a Delaware limited partnership (the “Partnership”), PNGS GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Plains All American Pipeline, L.P., a Delaware limited partnership (“PAA”), PAA Natural Gas Storage, LLC, a Delaware limited liability company (“PNGS”), PAA/Vulcan Gas Storage, LLC, a Delaware limited liability company (“PVGS”), Plains Marketing, L.P., a Texas limited partnership (“PMLP”), and Plains Marketing GP Inc., a Delaware corporation (“PMGP”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 3rd, 2012 • Paa Natural Gas Storage Lp • Natural gas transmission • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of the 27th day of June, 2012, is by and among PAA NATURAL GAS STORAGE, L.P. (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and the Lenders party hereto.
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PAA NATURAL GAS STORAGE, L.P.Second Amended and Restated Agreement of Limited Partnership • February 8th, 2012 • Paa Natural Gas Storage Lp • Natural gas transmission • Delaware
This Amendment No. 1 (this “Amendment No. 1”) to the Second Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”) of PAA Natural Gas Storage, L.P. (the “Partnership”) is hereby adopted by PNGS GP LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • June 7th, 2012 • Paa Natural Gas Storage Lp • Natural gas transmission • Texas
This FIRST AMENDMENT TO PROMISSORY NOTE (this “Amendment”) is made and entered into on this 1st day of June 2012 by and between PAA Natural Gas Storage, L.P., a Delaware limited partnership (the “Borrower”) and Plains All American Pipeline, L.P., a Delaware limited partnership (the “Lender”).
COMMON UNIT PURCHASE AGREEMENT by and among PAA NATURAL GAS STORAGE, L.P. and THE PURCHASERS PARTY HERETO January 19, 2011Common Unit Purchase Agreement • January 20th, 2011 • Paa Natural Gas Storage Lp • Natural gas transmission • Texas
This COMMON UNIT PURCHASE AGREEMENT is made and entered into as of January 19, 2011 (this “Agreement”), by and among PAA NATURAL GAS STORAGE, L.P., a Delaware limited partnership (“Seller”), and the Purchasers listed on Schedule 2.1 hereto (each a “Purchaser” and collectively, the “Purchasers”).
CREDIT AGREEMENT Dated as of August 19, 2011 among PAA NATURAL GAS STORAGE, L.P., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, DNB NOR BANK ASA, JPMORGAN CHASE BANK, N.A., SUNTRUST BANK and WELLS...Credit Agreement • August 25th, 2011 • Paa Natural Gas Storage Lp • Natural gas transmission • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of August 19, 2011, among PAA NATURAL GAS STORAGE, L.P., a Delaware limited partnership (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), DNB NOR BANK ASA, JPMORGAN CHASE BANK, N.A., SUNTRUST BANK, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
May 24, 2010Phantom Unit Grant Agreement • August 6th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission
CONTRIBUTION AGREEMENT By and Among PAA NATURAL GAS STORAGE, L.P. PNGS GP LLC PLAINS ALL AMERICAN PIPELINE, L.P. PAA NATURAL GAS STORAGE, LLC PAA/VULCAN GAS STORAGE, LLC PLAINS MARKETING, L.P. And PLAINS MARKETING GP INC. Dated as of , 2010Contribution Agreement • April 13th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission
This Contribution Agreement, dated as of , 2010 (this “Agreement”), is by and among PAA Natural Gas Storage, L.P., a Delaware limited partnership (the “Partnership”), PNGS GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Plains All American Pipeline, L.P., a Delaware limited partnership (“PAA”), PAA Natural Gas Storage, LLC, a Delaware limited liability company (“PNGS”), PAA/Vulcan Gas Storage, LLC, a Delaware limited liability company (“PVGS”), Plains Marketing, L.P., a Texas limited partnership (“PMLP”), and Plains Marketing GP Inc., a Delaware corporation (“PMGP”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings assigned to such terms in Article I.
AGREEMENT TO LEASE WITH OPTION TO PURCHASE between INDUSTRIAL DEVELOPMENT BOARD NO.1 OF THE PARISH OF EVANGELINE, STATE OF LOUISIANA, INC. and PINE PRAIRIE ENERGY CENTER, LLC Dated as of May 1, 2006 In Connection With INDUSTRIAL DEVELOPMENT BOARD NO....Lease Agreement • April 2nd, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission • Louisiana
This AGREEMENT TO LEASE WITH OPTION TO PURCHASE, dated as of May 1, 2006, and effective as of the time of execution and delivery hereof, between INDUSTRIAL DEVELOPMENT BOARD NO. 1 OF THE PARISH OF EVANGELINE, STATE OF LOUISIANA, INC., a public corporation organized and existing under the laws of the State of Louisiana (herein called the “Issuer” or “Lessor”), and PINE PRAIRIE ENERGY CENTER, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Lessee”),
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2011 • Paa Natural Gas Storage Lp • Natural gas transmission • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of the 10th day of March, 2011, is by and among PAA NATURAL GAS STORAGE, L.P. (“Borrower”), BANK OF AMERICA, N.A., as Administrative Agent, and the Lenders party hereto.
August 27, 2009Employment Agreement • April 13th, 2010 • Paa Natural Gas Storage Lp • Natural gas transmission • Texas
Pursuant to our discussions, the following shall set forth the employment agreement (this “Agreement”) between Plains All American GP LLC (the “Company”) and Richard K. McGee (“Employee”).
