WAIVER AGREEMENTWaiver Agreement • October 25th, 2013 • Plains Gp Holdings 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”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PAA GP HOLDINGS LLC dated as of October 21, 2013Limited Liability Company Agreement • October 25th, 2013 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of PAA GP Holdings LLC, a Delaware limited liability company (the “Company”), is made and entered into as of the 21st day of October, 2013, 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”).
SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENTShareholder and Registration Rights Agreement • October 25th, 2013 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • Texas
THIS SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 21, 2013, by and among Plains GP Holdings, L.P., a limited partnership (the “Company”), and each of the parties listed on Annex A (the “Initial Holders”) (each a “Party” and collectively, the “Parties”).
ADMINISTRATIVE AGREEMENT by and among PLAINS GP HOLDINGS, L.P. PAA GP HOLDINGS LLC PLAINS ALL AMERICAN PIPELINE, L.P. PAA GP LLC PLAINS AAP, L.P. and PLAINS ALL AMERICAN GP LLCAdministrative Agreement • October 25th, 2013 • Plains Gp Holdings Lp • Pipe lines (no natural gas)
PLAINS AAP, L.P. A Delaware Limited Partnership SEVENTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT October 21, 2013Limited Partnership Agreement • October 25th, 2013 • Plains Gp Holdings 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, 2013Limited Liability Company Agreement • October 25th, 2013 • Plains Gp Holdings 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.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS GP HOLDINGS, L.P.Plains Gp Holdings Lp • October 25th, 2013 • Pipe lines (no natural gas) • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS GP HOLDINGS, L.P. dated as of October 21, 2013, is entered into by and among PAA GP Holdings 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. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FORM OF FIRST AMENDMENT TO PLAINS AAP, L.P. CLASS B RESTRICTED UNITS AGREEMENTRestricted Units Agreement • October 25th, 2013 • Plains Gp Holdings 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”).
CONTRIBUTION AGREEMENT By and Among, PLAINS GP HOLDINGS, L.P., PAA GP HOLDINGS LLC And THE OTHER PARTIES SIGNATORY HERETO Dated as of October 21, 2013Contribution Agreement • October 25th, 2013 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • Texas
This Contribution Agreement, dated as of October 21, 2013 (this “Contribution Agreement”), is by and among Plains GP Holdings, L.P., a Delaware limited partnership (“PAGP”), PAA GP Holdings LLC, a Delaware limited liability company and the general partner of PAGP (“PAGP GP”), the Persons listed under the heading “Existing Owners” on the signature pages hereto (collectively, the “Existing Owners”) and the Persons listed under the heading “EMG Seller Parties” on the signature pages hereto (such EMG Seller Parties, together with any Existing Owner who will receive a cash payment as reflected on Exhibit A hereto, the “Sellers”). The above-named Persons are sometimes referred to in this Contribution 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.
