exv4w6



 





Exhibit 4.6




COMMON UNIT

REGISTRATION RIGHTS AGREEMENT




BY AND AMONG




PLAINS ALL AMERICAN PIPELINE, L.P.




AND




THE PURCHASERS PARTY HERETO





 









 








REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
December 19, 2006, by and among PLAINS ALL AMERICAN PIPELINE, L.P., a Delaware limited partnership
(“PAA”), E-Holdings III, L.P. (“E-Holdings III”), E-Holdings V, L.P.
(“E-Holdings V”), Kayne Anderson MLP Investment Company (“Kayne MLP”) and Kayne Anderson
Energy Development Company (“Kayne Energy” and together with E-Holdings III, E-Holdings V
and Kayne MLP, the “Purchasers”).



     This Agreement is made in connection with the Closing of the issuance and sale of Common Units
pursuant to the Common Unit Purchase Agreement, dated as of December 13, 2006 by and among PAA and
the various purchasers listed therein (the “Purchase Agreement”). PAA has agreed to
provide the registration and other rights set forth in this Agreement for the benefit of the
Purchasers. In consideration of the mutual covenants and agreements set forth herein and for good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each
party hereto, the parties hereby agree as follows:



ARTICLE I.

DEFINITIONS




     Section 1.01 Definitions. Capitalized terms used herein without definition shall have
the meanings given to them in the Purchase Agreement. The terms set forth below are used herein as
so defined:



     “Common Units” means the 1,232,792 common units issued to the Purchasers pursuant to
the Purchase Agreement.



     “E-Holdings Entities” means E-Holdings III and E-Holdings V.



     “Effectiveness Period” has the meaning specified therefore in Section 2.01(a) of this
Agreement.



     “Holder” means the record holder of any Registrable Securities.



     “Kayne Entities” means Kayne MLP and Kayne Energy.



     “Losses” has the meaning specified therefor in Section 2.06(a) of this Agreement.



     “Managing Underwriter” means, with respect to any Underwritten Offering, the book
running lead manager of such Underwritten Offering.



     “Purchase Agreement” has the meaning specified therefor in the Recital of this
Agreement.



     “Purchasers” has the meaning specified therefor in the introductory paragraph of this
Agreement.



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     “Registrable Securities” means the Common Units until such time as such securities
cease to be Registrable Securities pursuant to Section 1.02 hereof.



     “Registration Expenses” has the meaning specified therefor in Section 2.05(a) of this
Agreement.



     “Selling Expenses” has the meaning specified therefor in Section 2.05(a) of this
Agreement.



     “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
registration statement.



     “Shelf Registration” has the meaning specified therefor in Section 2.01(a) of this
Agreement.



     “Shelf Registration Statement” has the meaning specified therefor in Section 2.01(a)
of this Agreement.



     “Underwritten Offering” means an offering (including an offering pursuant to a Shelf
Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis
for reoffering to the public or an offering that is a “bought deal” with one or more investment
banks.



     Section 1.02 Registrable Securities. Any Registrable Security will cease to be a
Registrable Security when (a) a registration statement covering such Registrable Security has been
declared effective by the Commission and such Registrable Security has been sold or disposed of
pursuant to such effective registration statement; (b) such Registrable Security has been disposed
of pursuant to any section of Rule 144 (or any similar provision then in force under the Securities
Act); (c) such Registrable Security is held by PAA or one of its subsidiaries; or (d) such
Registrable Security becomes eligible, in the opinion of counsel reasonably satisfactory to the
Holder for transfer under Rule 144(k).



ARTICLE II.

REGISTRATION RIGHTS




     Section 2.01 Shelf Registration.



          (a) Shelf Registration. As soon as practicable following the Closing of the purchase
of the Common Units pursuant to the terms of the Purchase Agreement, but in any event within 120
days of the Closing, PAA shall prepare and file a registration statement under the Securities Act
to permit the public resale of the Registrable Securities from time to time as permitted by Rule
415 of the Securities Act (the “Shelf Registration Statement”). PAA shall use its
commercially reasonable efforts to cause the Shelf Registration Statement to become effective as
soon as practicable but no later than 240 days after the date of the Closing (the “Shelf
Registration”). The Shelf Registration Statement filed pursuant to this Section 2.01(a) shall
be on such appropriate registration form of the Commission as shall be selected by PAA;
provided, however, that if a prospectus supplement will be used in connection with
the marketing of an Underwritten Offering from the Shelf Registration Statement and the Managing
Underwriter at



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any time shall notify PAA in writing that, in the sole judgment of such Managing Underwriter,
inclusion of detailed information to be used in such prospectus supplement is of material
importance to the success of the Underwritten Offering of such Registrable Securities, PAA shall
use its commercially reasonable efforts to include such information in the prospectus. PAA will
cause the Shelf Registration Statement filed pursuant to this Section 2.01(a) to be continuously
effective under the Securities Act until all Registrable Securities covered by the Shelf
Registration Statement have been distributed in the manner set forth and as contemplated in the
Shelf Registration Statement or there are no longer any Registrable Securities outstanding (the
“Effectiveness Period”). The Shelf Registration Statement when declared effective
(including the documents incorporated therein by reference) will comply as to form with all
applicable requirements of the Securities Act and the Exchange Act and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.



          (b) Delay Rights. Notwithstanding anything to the contrary contained herein, PAA may,
upon written notice to any Selling Holder whose Registrable Securities are included in the Shelf
Registration Statement, suspend such Selling Holder’s use of any prospectus which is a part of the
Shelf Registration Statement (in which event the Selling Holder shall discontinue sales of the
Registrable Securities pursuant to the Shelf Registration Statement) if (i) PAA is pursuing an
acquisition, merger, reorganization, disposition or other similar transaction and PAA determines in
good faith that PAA’s ability to pursue or consummate such a transaction would be materially
adversely affected by any required disclosure of such transaction in the Shelf Registration
Statement or (ii) PAA has experienced some other material non-public event the disclosure of which
would, in the good faith judgment of PAA, be detrimental to PAA or its business prospects. Upon
disclosure of such information or the termination of the condition described above, PAA shall
provide prompt notice to the Selling Holders whose Registrable Securities are included in the Shelf
Registration Statement, and shall promptly terminate any suspension of sales it has put into effect
and shall take such other actions to permit registered sales of Registrable Securities as
contemplated in this Agreement.



     Section 2.02 Underwritten Offering.



          (a) Shelf Registration. In the event that a Selling Holder elects to dispose of
Registrable Securities under the Shelf Registration Statement pursuant to an Underwritten Offering,
PAA shall enter into an underwriting agreement in customary form with the Managing Underwriter or
Underwriters, which shall include, among other provisions, indemnities to the effect and to the
extent provided in Section 2.06, and shall take all such other reasonable actions as are requested
by the Managing Underwriter in order to expedite or facilitate the registration and disposition of
the Registrable Securities; provided, however, the participation of PAA management
in connection with an Underwritten Offering for the benefit of Selling Holders shall consist of not
more than eight hours of teleconferences for the benefit of each Purchaser annually; and provided
further, that these marketing obligations are not transferable to any other Holders other than
Affiliates of the Purchasers, notwithstanding the provisions of Section 2.08 hereof.



          (b) General Procedures. In connection with any Underwritten Offering under this
Agreement, PAA shall be entitled to select the Managing Underwriter or Underwriters. In



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connection with an Underwritten Offering under Section 2.01 hereof, each Selling Holder and
PAA shall be obligated to enter into an underwriting agreement which contains such representations,
covenants, indemnities and other rights and obligations as are customary in underwriting agreements
for firm commitment offerings of securities. No Selling Holder may participate in such
Underwritten Offering unless such Selling Holder agrees to sell its Registrable Securities on the
basis provided in such underwriting agreement and completes and executes all questionnaires, powers
of attorney, indemnities and other documents reasonably required under the terms of such
underwriting agreement. Each Selling Holder may, at its option, require that any or all of the
representations and warranties by, and the other agreements on the part of, PAA to and for the
benefit of such underwriters also be made to and for such Selling Holder’s benefit and that any or
all of the conditions precedent to the obligations of such underwriters under such underwriting
agreement also be conditions precedent to its obligations. No Selling Holder shall be required to
make any representations or warranties to or agreements with PAA or the underwriters other than
representations, warranties or agreements regarding such Selling Holder and its ownership of the
securities being registered on its behalf and its intended method of distribution and any other
representation required by law. If any Selling Holder disapproves of the terms of an underwriting,
such Selling Holder may elect to withdraw therefrom by notice to PAA and the Managing Underwriter;
provided, however, that such withdrawal must be made during the time period up to
and including the time of pricing of such offering to be effective. No such withdrawal or
abandonment shall affect PAA’s obligation to pay Registration Expenses.



     Section 2.03 Registration Procedures. In connection with its obligations contained in
Section 2.01, PAA will, as expeditiously as possible:



          (a) prepare and file with the Commission such amendments and supplements to the Shelf
Registration Statement and the prospectus used in connection therewith as may be necessary to keep
the Shelf Registration Statement effective for the Effectiveness Period and as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition of all securities
covered by the Shelf Registration Statement;



          (b) furnish to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Shelf Registration Statement or any supplement or amendment thereto, upon request,
copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits
and each document incorporated by reference therein to the extent then required by the rules and
regulations of the Commission), and provide each such Selling Holder the opportunity to object to
any information pertaining to such Selling Holder and its plan of distribution that is contained
therein and make the corrections reasonably requested by such Selling Holder with respect to such
information prior to filing the Shelf Registration Statement or supplement or amendment thereto,
and (ii) such number of copies of the Shelf Registration Statement and the prospectus included
therein and any supplements and amendments thereto as such Persons may reasonably request in order
to facilitate the public sale or other disposition of the Registrable Securities covered by such
Shelf Registration Statement or other registration statement;



          (c) if applicable, use its commercially reasonable efforts to register or qualify the
Registrable Securities covered by the Shelf Registration Statement under the securities or



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blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten
Offering, the Managing Underwriter, shall reasonably request, provided that PAA will not be
required to qualify generally to transact business in any jurisdiction where it is not then
required to so qualify or to take any action which would subject it to general service of process
in any such jurisdiction where it is not then so subject;



          (d) promptly notify each Selling Holder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i) the filing of the
Shelf Registration Statement or any prospectus or prospectus supplement to be used in connection
therewith, or any amendment or supplement thereto, and, with respect to such Shelf Registration
Statement, when the same has become effective; and (ii) any written comments from the Commission
with respect to any filing referred to in clause (i) and any written request by the Commission for
amendments or supplements to the Shelf Registration Statement or any prospectus or prospectus
supplement thereto;



          (e) immediately notify each Selling Holder and each underwriter, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of (i) the happening of any
event as a result of which the prospectus or prospectus supplement contained in the Shelf
Registration Statement, as then in effect, includes an untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing; (ii) the issuance or threat
of issuance by the Commission of any stop order suspending the effectiveness of the Shelf
Registration Statement, or the initiation of any proceedings for that purpose; or (iii) the receipt
by PAA of any notification with respect to the suspension of the qualification of any Registrable
Securities for sale under the applicable securities or blue sky laws of any jurisdiction.
Following the provision of such notice, PAA agrees to as promptly as practicable amend or
supplement the prospectus or prospectus supplement or take other appropriate action so that the
prospectus or prospectus supplement does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing and to take such other action as is
necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;



          (f) furnish to each Selling Holder copies of any and all transmittal letters or other
correspondence with the Commission or any other governmental agency or self-regulatory body or
other body having jurisdiction (including any domestic or foreign securities exchange) relating to
such offering of Registrable Securities;



          (g) in the case of an Underwritten Offering, furnish upon request, (i) an opinion of counsel
for PAA, dated the effective date of the applicable registration statement or the date of any
amendment or supplement thereto, and a letter of like kind dated the date of the closing under the
underwriting agreement, and (ii) a “cold comfort” letter, dated the effective date of the
applicable registration statement or the date of any amendment or supplement thereto and a letter
of like kind dated the date of the closing under the underwriting agreement, in each case, signed
by the independent public accountants who have certified PAA’s financial statements included or
incorporated by reference into the applicable registration statement, and each of the opinion and
the “cold comfort” letter shall be in customary form and covering



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substantially the same matters with respect to such registration statement (and the prospectus
and any prospectus supplement included therein) and as are customarily covered in opinions of
issuer’s counsel and in accountants’ letters delivered to the underwriters in Underwritten
Offerings of securities, such other matters as such underwriters may reasonably request;



          (h) otherwise use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least 12 months, but not more than 18
months, beginning with the first full calendar month after the effective date of such registration
statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 promulgated thereunder;



          (i) make available to the appropriate representatives of the Managing Underwriter and Selling
Holders access to such information and PAA personnel as is reasonable and customary to enable such
parties to establish a due diligence defense under the Securities Act; provided that PAA need not
disclose any information to any such representative unless and until such representative has
entered into a confidentiality agreement with PAA;



          (j) cause all such Registrable Securities registered pursuant to this Agreement to be listed
on each securities exchange or nationally recognized quotation system on which similar securities
issued by PAA are then listed;



          (k) use its commercially reasonable efforts to cause the Registrable Securities to be
registered with or approved by such other governmental agencies or authorities as may be necessary
by virtue of the business and operations of PAA to enable the Selling Holders to consummate the
disposition of such Registrable Securities;



          (l) provide a transfer agent and registrar for all Registrable Securities covered by such
registration statement not later than the effective date of such registration statement; and



          (m) enter into customary agreements and take such other actions as are reasonably requested by
the Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition
of such Registrable Securities.



     PAA shall not permit any officer, director, underwriter, broker or any other person acting on
behalf of the Company to use any free writing prospectus (as defined in Rule 405 under the
Securities Act) in connection with any registration statement covering any Registrable Security,
without the prior written consent of the Selling Holder and any underwriter.



     Each Selling Holder, upon receipt of notice from PAA of the happening of any event of the kind
described in subsection (e) of this Section 2.03, shall forthwith discontinue disposition of the
Registrable Securities until such Selling Holder’s receipt of the copies of the supplemented or
amended prospectus contemplated by subsection (e) of this Section 2.03 or until it is advised in
writing by PAA that the use of the prospectus may be resumed, and has received copies of any
additional or supplemental filings incorporated by reference in the prospectus, and, if so directed
by PAA, such Selling Holder will, or will request the managing underwriter or underwriters, if any,
to deliver to PAA (at PAA’s expense) all copies in their possession or control, other than



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permanent file copies then in such Selling Holder’s possession, of the prospectus covering
such Registrable Securities current at the time of receipt of such notice.



     Section 2.04 Cooperation by Holders. PAA shall have no obligation to include in the
Shelf Registration Statement units of a Holder who has failed to timely furnish such information
which, in the opinion of counsel to PAA, is reasonably required in order for the Shelf Registration
Statement or any prospectus or prospectus supplement thereto, as applicable, to comply with the
Securities Act.



     Section 2.05 Expenses.



          (a) Certain Definitions. “Registration Expenses” means all expenses incident
to PAA’s performance under or compliance with this Agreement to effect the registration of
Registrable Securities in a Shelf Registration, and the disposition of such securities, including,
without limitation, all registration, filing, securities exchange listing and NYSE fees, all
registration, filing, qualification and other fees and expenses of complying with securities or
blue sky laws, fees of the National Association of Securities Dealers, Inc., transfer taxes and
fees of transfer agents and registrars, all word processing, duplicating and printing expenses, the
fees and disbursements of counsel and independent public accountants for PAA, including the
expenses of any special audits or “cold comfort” letters required by or incident to such
performance and compliance. Except as otherwise provided in Section 2.06 hereof, PAA shall not be
responsible for legal fees incurred by Holders in connection with the exercise of such Holders’
rights hereunder. In addition, PAA shall not be responsible for any “Selling Expenses,”
which means all underwriting fees, discounts and selling commissions allocable to the sale of the
Registrable Securities.



          (b) Expenses. PAA will pay all Registration Expenses in connection with the Shelf
Registration Statement filed pursuant to Section 2.01(a) of this Agreement, whether or not the
Shelf Registration Statement becomes effective or any sale is made pursuant to the Shelf
Registration Statement. Each Selling Holder shall pay all Selling Expenses in connection with any
sale of its Registrable Securities hereunder.



     Section 2.06 Indemnification.



          (a) By PAA. In the event of a registration of any Registrable Securities under the
Securities Act pursuant to this Agreement, PAA will indemnify and hold harmless each Selling Holder
thereunder, its directors and officers, and each underwriter, pursuant to the applicable
underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person,
if any, who controls such Selling Holder or underwriter within the meaning of the Securities Act
and the Exchange Act, against any losses, claims, damages, expenses or liabilities (including
reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to
which such Selling Holder or underwriter or controlling Person may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings,
whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the Shelf Registration
Statement, any preliminary prospectus or final prospectus contained therein, or any “issuer free
writing prospectus” (as defined in Securities Act Rule 433), or any amendment or



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supplement thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein (in the case of a prospectus, in light of the circumstances under which they were made) not
misleading, and will reimburse each such Selling Holder, its directors and officers, each such
underwriter and each such controlling Person for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such Loss or actions or proceedings;
provided, however, that PAA will not be liable in any such case if and to the
extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information furnished by such
Selling Holder, such underwriter or such controlling Person in writing specifically for use in the
Shelf Registration Statement or any prospectus contained therein or any amendment or supplement
thereof. Such indemnity shall remain in full force and effect regardless of any investigation made
by or on behalf of such Selling Holder or any such director, officer or controlling Person, and
shall survive the transfer of such securities by such Selling Holder.



          (b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to
indemnify and hold harmless PAA, its directors and officers, and each Person, if any, who controls
PAA within the meaning of the Securities Act or of the Exchange Act to the same extent as the
foregoing indemnity from PAA to the Selling Holders, but only with respect to information regarding
such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for
inclusion in the Shelf Registration Statement or any prospectus contained therein or any amendment
or supplement thereof relating to the Registrable Securities; provided, however,
that the liability of each Selling Holder shall not be greater in amount than the dollar amount of
the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the
Registrable Securities giving rise to such indemnification.



          (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the
commencement of any action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party other than under this Section 2.06. In any action brought
against any indemnified party, it shall notify the indemnifying party of the commencement thereof.
The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to
assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified
party and, after notice from the indemnifying party to such indemnified party of its election so to
assume and undertake the defense thereof, the indemnifying party shall not be liable to such
indemnified party under this Section 2.06 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable costs of
investigation and of liaison with counsel so selected; provided, however, that, (i)
if the indemnifying party has failed to assume the defense and employ counsel or (ii) if the
defendants in any such action include both the indemnified party and the indemnifying party and
counsel to the indemnified party shall have concluded that there may be reasonable defenses
available to the indemnified party that are different from or additional to those available to the
indemnifying party, or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party, then the indemnified party shall have the
right to select a separate counsel and to assume such legal defense and otherwise to participate in
the defense of such action, with the reasonable expenses



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and fees of such separate counsel and other reasonable expenses related to such participation
to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of
this Agreement, no indemnified party shall settle any action brought against it with respect to
which it is entitled to indemnification hereunder without the consent of the indemnifying party,
unless the settlement thereof imposes no liability or obligation on, and includes a complete and
unconditional release from all liability of, the indemnifying party.



          (d) Contribution. If the indemnification provided for in this Section 2.06 is held by
a court or government agency of competent jurisdiction to be unavailable to PAA or any Selling
Holder or is insufficient to hold them harmless in respect of any Losses, then each such
indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Losses as between PAA on the one hand
and such Selling Holder on the other, in such proportion as is appropriate to reflect the relative
fault of PAA on the one hand and of such Selling Holder on the other in connection with the
statements or omissions which resulted in such Losses, as well as any other relevant equitable
considerations; provided, however, that in no event shall such Selling Holder be
required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of
Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving
rise to such indemnification. The relative fault of PAA on the one hand and each Selling Holder on
the other shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact
has been made by, or relates to, information supplied by such party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The parties hereto agree that it would not be just and equitable if contributions
pursuant to this paragraph were to be determined by pro rata allocation or by any other method of
allocation which does not take account of the equitable considerations referred to in the first
sentence of this paragraph. The amount paid by an indemnified party as a result of the Losses
referred to in the first sentence of this paragraph shall be deemed to include any legal and other
expenses reasonably incurred by such indemnified party in connection with investigating or
defending any Loss which is the subject of this paragraph. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who is not guilty of such fraudulent misrepresentation.



          (e) Other Indemnification. The provisions of this Section 2.06 shall be in addition
to any other rights to indemnification or contribution which an indemnified party may have pursuant
to law, equity, contract or otherwise.



     Section 2.07 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission that may permit the sale of the Registrable
Securities to the public without registration, PAA agrees to use its commercially reasonable
efforts to:



          (a) Make and keep public information regarding PAA available, as those terms are understood
and defined in Rule 144 of the Securities Act, at all times from and after the date hereof;



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          (b) File with the Commission in a timely manner all reports and other documents required of
PAA under the Securities Act and the Exchange Act at all times from and after the date hereof; and



          (c) So long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon
request a copy of the most recent annual or quarterly report of PAA, and such other reports and
documents so filed as such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any such securities without registration.



     
Section 2.08 Transfer or Assignment of Registration Rights. The rights to cause PAA
to register Registrable Securities granted to each of the Kayne Entities and the E-Holdings
Entities (each a “Purchaser Group”) by PAA under this Article II may be transferred or assigned by
each Purchaser Group to one or more transferee(s) or assignee(s) of such Registrable Securities,
provided that (a)unless such transferee is an Affiliate of a member of the transferring Purchaser
Group, each such transferee or assignee, collectively with its or their affiliates after giving
effect to any transfer or assignment or series of transfers or assignments, holds Registrable
Securities representing at least 15% of the number of Common Units sold to such transferring
Purchaser Group pursuant to the terms of the Purchase Agreement, (b) PAA is given written notice
prior to any said transfer or assignment, stating the name and address of each such transferee and
identifying the securities with respect to which such registration rights are being transferred or
assigned, and (c) each such transferee assumes in writing responsibility for its portion of the
obligations of the Purchasers under this Agreement.



ARTICLE III.

MISCELLANEOUS




     Section 3.01 Communications. All notices and other communications provided for or
permitted hereunder shall be made in writing by facsimile, courier service or personal delivery:



          (a) if to the Purchasers, at the most current addresses given by the Purchasers to PAA in
accordance with the provisions of this Section 3.01, which addresses initially are, with respect to
the Purchasers, the addresses set forth in the Purchase Agreement,



          (b) if to a transferee of the Purchaser, to such Holder at the address provided pursuant to
Section 2.08 above, and



          (c) if to PAA, at 333 Clay Street, Suite 1600, Houston, Texas, 77002, Attention: Tim Moore,
with a copy which shall not constitute notice to D. Alan Beck, Jr., 1001 Fannin Street, Suite 2300,
Houston, Texas 77002, notice of which is given in accordance with the provisions of this Section
3.01.



     All such notices and communications shall be deemed to have been received at the time
delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or
sent via Internet electronic mail; and when actually received, if sent by any other means.



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     Section 3.02 Successor and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of each of the parties, including subsequent Holders of
Registrable Securities to the extent permitted herein.



     Section 3.03 Assignment of Rights. All or any portion of the rights and obligations
of the Purchasers under this Agreement may be transferred or assigned by the Purchasers in
accordance with Section 2.08 hereof.



     Section 3.04 Recapitalization, Exchanges, etc. Affecting the Common Units. The
provisions of this Agreement shall apply to the full extent set forth herein with respect to any
and all units of PAA or any successor or assign of PAA (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in exchange for or in substitution of, the
Registrable Securities, and shall be appropriately adjusted for combinations, recapitalizations and
the like occurring after the date of this Agreement.



     Section 3.05 Specific Performance. Damages in the event of breach of this Agreement
by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed
that each such Person, in addition to and without limiting any other remedy or right it may have,
will have the right to an injunction or other equitable relief in any court of competent
jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions
hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground
of lack of jurisdiction or competence of the court to grant such an injunction or other equitable
relief. The existence of this right will not preclude any such Person from pursuing any other
rights and remedies at law or in equity which such Person may have.



     Section 3.06 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which counterparts,
when so executed and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.



     Section 3.07 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



     Section 3.08 Governing Law. The laws of the State of Delaware shall govern this
Agreement without regard to principles of conflict of laws.



     Section 3.09 Severability of Provisions. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting or impairing the validity or enforceability of such provision in any other
jurisdiction.



     Section 3.10 Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained
herein. There are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein with respect to the rights granted by PAA set forth herein. This
Agreement



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supersedes all prior agreements and understandings between the parties with respect to such
subject matter.



     Section 3.11 Amendment. This Agreement may be amended only by means of a written
amendment signed by PAA and the Holders of a majority of the then outstanding Registrable
Securities; provided, however, that no such amendment shall materially and
adversely affect the rights of any Holder hereunder without the consent of such Holder.



     Section 3.12 No Presumption. In the event any claim is made by a party relating to
any conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or
persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the
request of a particular party or its counsel.



[The remainder of this page is intentionally left blank.]




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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	PLAINS ALL AMERICAN PIPELINE, L.P.

 	 
	 	By:  	Plains AAP, L.P.,
 	 
	 	 	its General Partner 	 
	 
	 	 	 
	 	By:  	Plains All American GP LLC, 	 
	 	 	its General Partner 	 
	 	 	 	 
	 
	 	By:  	/s/ Phil Kramer 	 
	 	 	Name:  	Phil Kramer 	 
	 	 	Title:  	Executive Vice President & Chief Financial Officer 	 
	 
	 	E-HOLDINGS III, L.P.

 	 
	 
	 	 	 
	 	By:  	/s/ Gary R. Petersen 	 
	 	 	Name:  	Gary R. Petersen 	 
	 	 	Title:  	Managing Director 	 
	 
	 	E-HOLDINGS V, L.P.

 	 
	 	 	 	 
	 	By:  	/s/ Gary R. Petersen 	 
	 	 	Name:  	Gary R. Petersen 	 
	 	 	Title:  	Managing Director 	 
	 
	 	KAYNE ANDERSON MLP

INVESTMENT COMPANY

 	 
	 	By:  	/s/
James C. Baker
 	 
	 	 	Name:  	James C. Baker 	 
	 	 	Title:  	Vice President 	 
	 
	 	KAYNE ANDERSON ENERGY

DEVELOPMENT COMPANY

 	 
	 	By:  	/s/ James C. Baker
 	 
	 	 	Name:  	James C. Baker 	 
	 	 	Title:  	Vice President	 
	 



[Signature Page to Common Unit Registration Rights Agreement]