THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PLAINS ALL AMERICAN GP LLC dated as of December 28, 2007Limited Liability Company Agreement • January 4th, 2008 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • Delaware
THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Plains All American GP LLC, a Delaware limited liability company (the “Company”), is made and entered into as of the 28th day of December 2007, 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”).
PLAINS AAP, L.P. A Delaware Limited Partnership FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT December 28, 2007Limited Partnership Agreement • January 4th, 2008 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • Delaware
THIS FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Plains AAP, L.P., a Delaware limited partnership (the “Partnership”), is made and entered into as of this 28th day of December, 2007 by Plains All American GP LLC, a Delaware limited liability company, as the general partner, and, pursuant to Section 11.2(d) of the Third Amended and Restated Limited Partnership Agreement dated as of August 29, 2007, by and among the General Partner and the Limited Partners (the “Third A&R Limited Partnership Agreement”), is binding on the Persons listed as Limited Partners in Schedule I hereto, as such schedule may be amended or supplemented from time to time in accordance herewith.
LIMITED LIABILITY COMPANY AGREEMENT OF PAA GP LLC A Delaware Limited Liability CompanyLimited Liability Company Agreement • January 4th, 2008 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT of PAA GP LLC (the “Company”), dated as of December 28, 2007 (this “Agreement”), is adopted, executed and agreed to by the sole Member (as defined below).
CONTRIBUTION AND ASSUMPTION AGREEMENTContribution and Assumption Agreement • January 4th, 2008 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • Delaware
This CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of December 28, 2007 is made by and between Plains AAP, L.P., a Delaware limited partnership (“AAP”), and PAA GP LLC, a Delaware limited liability company (“New GP”).
PLAINS AAP, L.P. CLASS B RESTRICTED UNITS AGREEMENTRestricted Units Agreement • January 4th, 2008 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • Delaware
This PLAINS AAP, L.P. CLASS B RESTRICTED UNITS AGREEMENT (this “Agreement”) is entered into as of August 29, 2007 (the “Grant Date”)* by and between PLAINS AAP, L.P., a Delaware limited partnership (the “Partnership”), and (“Executive”).
