0001104659-07-066513 Sample Contracts

PLAINS AAP, L.P. A Delaware Limited Partnership THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT August 29, 2007
Limited Partnership Agreement • August 31st, 2007 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • Delaware

THIS THIRD 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 29th day of August, 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 Second Amended and Restated Limited Partnership Agreement dated as of September 12, 2005, by and among the General Partner and the Limited Partners (the “Second 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.

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PLAINS AAP, L.P. CLASS B RESTRICTED UNITS AGREEMENT
Restricted Units Agreement • August 31st, 2007 • 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”).

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