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.”
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.
