0001104659-13-078056 Sample Contracts

WAIVER AGREEMENT
Waiver Agreement • October 25th, 2013 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • Texas

WAIVER AGREEMENT (this “Waiver Agreement”), dated as of October 21, 2013, with respect to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of June 30, 2001, as amended (the “Agreement”), between Plains All American GP LLC, a Delaware limited liability company (the “Company”), and Harry N. Pefanis (the “Employee”).

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PLAINS AAP, L.P. A Delaware Limited Partnership SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT October 21, 2013
Limited Partnership Agreement • October 25th, 2013 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • Delaware

THIS SEVENTH 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 21st day of October, 2013 by Plains All American GP LLC, a Delaware limited liability company, as the general partner, and, pursuant to Section 11.2(d) of the Sixth Amended and Restated Limited Partnership Agreement dated as of December 23, 2010, by and among the General Partner and the Limited Partners of the Partnership (the “Sixth 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.

SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PLAINS ALL AMERICAN GP LLC dated as of October 21, 2013
Limited Liability Company Agreement • October 25th, 2013 • Plains All American Pipeline Lp • Pipe lines (no natural gas) • Delaware

THIS SIXTH 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 October 21, 2013, by Plains GP Holdings, L.P., a Delaware limited partnership (“PAGP”) and the sole member of the Company.

FORM OF FIRST AMENDMENT TO PLAINS AAP, L.P. CLASS B RESTRICTED UNITS AGREEMENT
Class B Restricted Units Agreement • October 25th, 2013 • Plains All American Pipeline Lp • Pipe lines (no natural gas)

This First Amendment to Plains AAP, L.P. Class B Restricted Units Agreement (this “Amendment”) is entered into on this 18th day of October, 2013 by and between Plains AAP, L.P., a Delaware limited partnership (the “Partnership”) and the undersigned individual (“Executive”).

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