Plains Gp Holdings Lp Sample Contracts

CREDIT AGREEMENT DATED AS OF AUGUST 20, 2021 among PLAINS ALL AMERICAN PIPELINE, L.P., PLAINS MIDSTREAM CANADA ULC and CERTAIN SUBSIDIARIES OF PLAINS ALL AMERICAN PIPELINE, L.P. From Time to Time Party Hereto as Borrowers, BANK OF AMERICA, N.A., as...
Credit Agreement • August 26th, 2021 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of August 20, 2021, among PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (the “Company”), PLAINS MIDSTREAM CANADA ULC, a British Columbia unlimited liability company (“PMCULC”), each Subsidiary of the Company from time to time and during the time it is a party hereto pursuant to Section 2.15 (each such Subsidiary, a “Designated Borrower” and, together with the Company and PMCULC, the “Borrowers”, and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, BANK OF AMERICA, N.A., CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as L/C Issuers, and CITIBANK, N.A., JPMORGAN CHASE BANK, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH, BANK OF MONTREAL, BANK OF

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PLAINS GP HOLDINGS, L.P. 42,000,000 Class A Shares Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • March 1st, 2017 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • New York

Plains GP Holdings, L.P., a Delaware limited partnership (the “Partnership”), proposes to issue and sell an aggregate of 42,000,000 Class A shares (the “Firm Shares”) representing limited partner interests in the Partnership (“Class A Shares”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as the representative (the “Representative”), 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 6,300,000 Class A Shares (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares.”

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PLAINS GP HOLDINGS, L.P. Class A Shares Representing Limited Partner Interests Having an Aggregate Offering Price of up to $500,000,000 EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • December 28th, 2016 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • New York
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WAIVER AGREEMENT
Waiver 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”).

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PAA GP HOLDINGS LLC dated as of November 15, 2016
Limited Liability Company Agreement • November 21st, 2016 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • Delaware

THIS SECOND 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 15th day of November, 2016, by the Company and is binding on the Persons listed on Schedule 2 attached hereto (such Persons together with such other Persons that may hereafter become members as provided herein, referred to collectively as the “Members” or, individually, as a “Member”).

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AMENDMENT NO. 4 TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PAA GP HOLDINGS LLC
Plains Gp Holdings Lp • March 3rd, 2021 • Pipe lines (no natural gas) • Delaware

This Amendment No. 4 (this “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement of PAA GP Holdings LLC, a Delaware limited liability company (the “Company”), dated as of February 16, 2017 (the “LLC Agreement”), is hereby adopted on February 25, 2021. Capitalized terms used but not defined herein are used as defined in the LLC Agreement.

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PLAINS GP HOLDINGS, L.P. 15,000,000 Class A Shares Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • September 23rd, 2019 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • New York
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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 LLC
Administrative Agreement • October 25th, 2013 • Plains Gp Holdings Lp • Pipe lines (no natural gas)
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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 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.

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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 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.

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FORM OF FIRST AMENDMENT TO PLAINS AAP, L.P. CLASS B RESTRICTED UNITS AGREEMENT
Restricted 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”).

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FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 9th, 2017 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • New York

THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of the 16th day of August, 2017, is by and among PLAINS MARKETING, L.P., a Texas limited partnership (the “Company”), PLAINS MIDSTREAM CANADA ULC, a British Columbia unlimited liability company (“PMCULC”; and together with the Company, the “Borrowers” and each individually, a “Borrower”), PLAINS ALL AMERICAN PIPELINE, L.P., as guarantor, BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as an L/C Issuer, and the Lenders party hereto.

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SECOND AMENDMENT TO PLAINS AAP, L.P. CLASS B RESTRICTED UNITS AGREEMENT
Restricted Units Agreement • May 9th, 2018 • Plains Gp Holdings Lp • Pipe lines (no natural gas)

This Second Amendment to Plains AAP, L.P. Class B Restricted Units Agreement (this “Amendment”) is entered into effective as of the 22nd day of March, 2018 by and between Plains AAP, L.P., a Delaware limited partnership (the “Partnership”) and the undersigned individual (“Executive”).

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THIRD AMENDMENT TO 364-DAY CREDIT AGREEMENT
364-Day Credit Agreement • November 9th, 2017 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • New York

THIS THIRD AMENDMENT TO 364-DAY CREDIT AGREEMENT (this “Amendment”) dated as of the 10th day of August, 2017, is by and among PLAINS ALL AMERICAN PIPELINE, L.P. (the “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent, and the Lenders party hereto.

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SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT
Shareholder 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”).

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SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT Harry N. Pefanis
Employment Agreement • November 7th, 2019 • Plains Gp Holdings Lp • Pipe lines (no natural gas)

This Second Amendment to Amended and Restated Employment Agreement (the “Amendment”) is made as of the 15th day of August, 2019 between Plains All American GP LLC, a Delaware limited liability company (the “Company”), and Harry N. Pefanis (“Employee”).

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Contract
Limited Liability Company Agreement • March 1st, 2022 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • Delaware
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Contract
Employment Agreement • March 1st, 2022 • Plains Gp Holdings Lp • Pipe lines (no natural gas)
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FORM OF WAIVER AGREEMENT
Waiver Agreement • October 2nd, 2013 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • Texas

WAIVER AGREEMENT (this “Waiver Agreement”), dated as of [·], 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 Greg L. Armstrong (the “Employee”).

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THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2020 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • Texas

This Third Amended and Restated Employment Agreement (“Agreement”), effective as of the date specified in Section 1 below, is by and between Plains All American GP LLC (the “Company”) and Greg L Armstrong (“Armstrong” or the “Employee”). The Company and the Employee are at times referred to collectively as “the Parties.” For purposes of this Agreement, the term “Company Group” means Plains GP Holdings, L.P., PAA GP Holdings LLC (“GP Holdings”), the Company and all of the entities over which the Company has or exercises direct or indirect control, including Plains All American Pipeline, L.P. and its subsidiaries.

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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2018 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • Texas

This Second Amended and Restated Employment Agreement (“Agreement”), effective as of the date specified in Section 1 below, is by and between Plains All American GP LLC (the “Company”) and Greg L Armstrong (“Armstrong” or the “Employee”). The Company and the Employee are at times referred to collectively as “the Parties.” For purposes of this Agreement, the term “Company Group” means Plains GP Holdings, L.P., PAA GP Holdings LLC (“GP Holdings”), the Company and all of the entities over which the Company has or exercises direct or indirect control, including Plains All American Pipeline, L.P. and its subsidiaries.

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October 1, 2018
Plains Gp Holdings Lp • November 8th, 2018 • Pipe lines (no natural gas)

The following sets forth an Amended and Restated employment agreement (this "Agreement") between Plains All American GP LLC (the "Company") and WCW (Willie) Chiang ("Executive") that replaces and supersedes that certain employment agreement dated July 10, 2015 between the Company and Executive (the “Original Agreement”).

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PLAINS GP HOLDINGS, L.P. 128,000,000 Class A Shares Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • October 21st, 2013 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • New York

This is to confirm the agreement among the Partnership and PAA GP Holdings LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner,” and together with the Partnership, the “Partnership Parties”), and the Underwriters concerning the several purchases of the Shares by the Underwriters.

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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, 2013
Contribution 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.

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FIRST AMENDMENT TO AMENDED AND RESTATED PLAINS AAP, L.P. CLASS B RESTRICTED UNITS AGREEMENT
Restricted Units Agreement • May 9th, 2018 • Plains Gp Holdings Lp • Pipe lines (no natural gas)

This First Amendment to Amended and Restated Plains AAP, L.P. Class B Restricted Units Agreement (this “Amendment”) is entered into effective as of the 22nd day of March, 2018 by and between Plains AAP, L.P., a Delaware limited partnership (the “Partnership”) and the undersigned individual (“Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 8th, 2018 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • Texas

This Employment Agreement (“Agreement”), effective as of the date specified in Section 1 below, is by and between Plains All American GP LLC (the “Company”) and John vonBerg (“JvB” or the “Employee”). The Company and the Employee are at times referred to collectively as “the Parties.” For purposes of this Agreement, the term “Company Group” means the Company and all of the entities over which the Company has or exercises direct or indirect control, including Plains All American Pipeline, L.P. and its subsidiaries.

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS GP HOLDINGS, L.P.
Plains Gp Holdings Lp • November 21st, 2016 • Pipe lines (no natural gas) • Delaware

This SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS GP HOLDINGS, L.P. dated as of November 15, 2016, 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 are or become Partners in the Partnership or parties hereto as provided herein.

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AGREEMENT and plan of Merger
Agreement and Plan of Merger • July 13th, 2021 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • Texas

THIS AGREEMENT AND PLAN OF MERGER is entered into on July 12, 2021 (the “Signing Date”), by and among Plains Pipeline, L.P., a Texas limited partnership (“PPLP”), Plains Marketing, L.P., a Texas limited partnership (“PMLP”), Middle Cadence Holdings LLC, a Delaware limited liability company (“Middle Cadence”), Oryx Midstream Holdings LLC, a Delaware limited liability company (“Oryx”), POP HoldCo LLC, a Delaware limited liability company (“Oryx Holdings”), Oryx Wink Oil Marketing LLC, a Delaware limited liability company (“Oryx Wink Marketing”), Oryx Permian Oil Marketing LLC, a Delaware limited liability company (“Oryx Permian Marketing”), Plains Oryx Permian Basin LLC, a Delaware limited liability company (the “Company”), Plains Oryx Permian Basin Marketing LLC, a Texas limited liability company (the “POPB Marketing”), and Plains Oryx Permian Basin Pipeline LLC, a Texas limited liability company (the “POPB Pipeline”).

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AMENDMENT NO. 3 TO THE EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PLAINS AAP, L.P.
Plains Gp Holdings Lp • August 21st, 2023 • Pipe lines (no natural gas)

This Amendment No. 3 (this “Amendment”) to the Eighth Amended and Restated Limited Partnership Agreement of Plains AAP, L.P., a Delaware limited partnership (the “Company”), dated as of November 15, 2016 (as amended by Amendment No. 1 dated September 26, 2018 and Amendment No. 2 dated May 23, 2019, the “LP Agreement”), is made and entered into as of August 17, 2023. Capitalized terms used but not defined herein shall have the meaning given such terms in the LP Agreement.

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 14, 2015 among PLAINS AAP, L.P. As Borrower The Lenders Party Thereto, CITIBANK, N.A., as Administrative Agent
Credit Agreement • August 14th, 2015 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • New York

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) dated as of August 14, 2015 (the “First Amendment Closing Date”), is among PLAINS AAP, L.P., a Delaware limited partnership (the “Borrower”); the LENDERS party hereto (the “Lenders”); and CITIBANK, N.A., as Administrative Agent and as a Lender.

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT $500,000,000 Term Loan Facility $75,000,000 Revolving Facility dated as of September 26, 2013 among PLAINS AAP, L.P. The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent JPMORGAN CHASE BANK,...
Credit Agreement • October 2nd, 2013 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • New York

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of September 26, 2013, is among PLAINS AAP, L.P., a Delaware limited partnership, as Borrower, the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.

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FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 25th, 2022 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • New York

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of the 22nd day of August, 2022, is by and among PLAINS MARKETING, L.P., a Texas limited partnership (the “Company”), PLAINS MIDSTREAM CANADA ULC, a British Columbia unlimited liability company (“PMCULC”, and, together with the Company, the “Borrowers” and each individually, a “Borrower”), PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership (“PAA”), as guarantor, BANK OF AMERICA, N.A., as Administrative Agent, and the Lenders party hereto.

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CONSENT, LIMITED WAIVER AND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 17th, 2016 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • New York

THIS CONSENT, LIMITED WAIVER AND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of August 11, 2016 (the “Effective Date”), is among PLAINS AAP, L.P., a Delaware limited partnership (“Plains AAP”); the LENDERS party hereto (the “Lenders”); and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and as a Lender.

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AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS GP HOLDINGS, L.P.
Plains Gp Holdings Lp • April 9th, 2020 • Pipe lines (no natural gas) • Delaware

This Amendment No. 1 (this “Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of Plains GP Holdings, L.P., a Delaware limited partnership (the “Partnership”), dated as of November 15, 2016 (the “Partnership Agreement”), is hereby entered into as of April 6, 2020 by PAA GP Holdings LLC, a Delaware limited liability company (the “General Partner”), as general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

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AMENDMENT NO. 1 dated as of December 31, 2013 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PAA GP HOLDINGS LLC dated as of October 21, 2013
Limited Liability Company Agreement • December 31st, 2013 • Plains Gp Holdings Lp • Pipe lines (no natural gas) • Delaware

THIS AMENDMENT NO. 1 (this “Amendment”) to the AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of PAA GP Holdings LLC, a Delaware limited liability company (the “Company”), dated as of October 21, 2013, is made and entered into as of the 31st day of December, 2013. Capitalized terms used but not defined herein shall have the meaning given such terms in the Agreement.

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