EXHIBIT 10.4


 


LYNX HOLDINGS I, LLC


700
Louisiana, Suite 4150


Houston,
Texas


77002


 


August 12, 2005


 


 


Plains All American GP LLC


333 Clay Street, Suite 1600


Houston, Texas 77002


 


 


Gentlemen:


 


Reference
is made to the Amended and Restated Limited Liability Company Agreement of
Plains All American GP LLC, dated as of June 8, 2001, as amended (the “LLC
Agreement”).  A subsidiary of Vulcan
Energy Corporation (“Vulcan Energy”) has become the beneficial owner of more
than 49.9% (a “Majority Holder”) of the Membership Interests (as defined in the
LLC Agreement) of Plains All American GP LLC, a Delaware limited liability
company (the “Company”).  Capitalized
terms that are not otherwise defined herein shall have the meanings set forth
in the LLC Agreement.


The
undersigned hereby agrees as follows:


1.             Subject to the terms and conditions
of this letter agreement, during the term of this letter agreement, at each
annual meeting of the Members, at each special meeting of the Members called
for the purpose of electing Independent Directors, and in respect of any action
by written consent to elect Independent Directors, the undersigned shall vote
or cause to be voted all Membership Interests held by it in favor of the
election of each nominee for Independent Director in the same proportion as all
Membership Interests (other than those beneficially owned by the undersigned
and/or Vulcan Energy or its affiliates) are voted with respect to such
election.  For the avoidance of doubt,
for purposes of this letter agreement the term “Independent Director” shall not
include any replacement Director who is to be elected by a Majority in Interest
pursuant to the second sentence of Section 7.1(a)(iv) of the LLC Agreement.


2.             Subject to the terms and conditions
of this letter agreement, during the term of this letter agreement, at each
special meeting of the Members called for the purpose of removing any
Independent Director without Good Cause, and in connection with any action by
the Members to remove any Independent Director without Good Cause, including
without limitation pursuant to Section 7.1(a)(iii) of the LLC Agreement, the
undersigned shall vote or cause to be voted the Membership Interests held by it
in favor of or against the removal of such Independent Director in the same proportion
as all 


 





















 


Membership Interests (other than those
beneficially owned by the undersigned and/or Vulcan Energy or its affiliates)
are voted with respect to such removal. 
For the purposes of this letter agreement, the Members shall have “Good
Cause” to remove or fail to reelect any Independent Director only upon such
Independent Director’s (i) engaging in gross misconduct, including without
limitation any breach of his fiduciary duties, (ii) violation of the Company’s
Code of Business Conduct (unless waived in accordance with the terms thereof),
(iii) engaging in conduct which is demonstrably and materially injurious to the
Company or to Rodeo, L.P. and its subsidiaries, taken as a whole, (iv)
indictment for, or conviction of, a felony involving moral turpitude.


 


3.             The term of this letter agreement
shall commence on the date of this letter agreement and shall continue
thereafter unless terminated by the undersigned pursuant to this Section
3.  The undersigned shall be entitled to
terminate this letter agreement at any time upon (i) termination of the voting
agreement entered into between Vulcan Energy (or its relevant affiliate or
affiliates) and the Company on the date of this letter agreement or (ii) the
sale or transfer by the undersigned of all of its Membership Interests to an
unaffiliated third party.


4.             Except to the extent specifically
set forth above, nothing contained herein shall be deemed to modify, supersede
or in any manner limit any rights of the undersigned under the LLC
Agreement.  Nothing contained herein
shall be deemed to modify, supersede or in any manner limit any rights of the
undersigned under the Partnership Agreement or the Rodeo, L.P. Partnership
Agreement.


5.             This letter agreement is to be
governed by the laws of the State of Delaware, without giving effect to the
principles of conflicts of laws thereof. 
If any provision hereof is deemed unenforceable, the enforceability of
the other provisions hereof shall not be affected.


6.             The undersigned signs solely in
his, her or its individual capacity with respect to his, her or its beneficial
ownership of Membership Interests and makes no agreement or understanding
herein in any other capacity.


7.             This letter agreement may be
executed in two or more counterparts, each of which shall be considered an
original but all of which together shall constitute the same instrument.


8.             This letter agreement (including
the documents and instruments referred to herein) constitutes the entire
agreement and supersedes all other prior agreements and understandings, both
written and oral, among the undersigned and the Company, or any of them, with
respect to the subject matter hereof.


9.             This letter agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by each of the undersigned and the
Company.


 





















 


10.           This letter agreement shall not be
assigned by the Company by operation of law or otherwise without the prior
written consent of the undersigned.


11.           This letter agreement shall be
binding upon and inure solely to the benefit of each party to this letter
agreement and their permitted assignees, and nothing in this letter agreement,
express or implied, is intended to or shall confer upon any other Person any
rights, benefits or remedies of any nature whatsoever under or by reason of
this letter agreement.  Without limiting
the foregoing, no direct or indirect holder of any equity interests or
securities of any party to this letter agreement (whether such holder is a
limited or general partner, member, stockholder or otherwise), nor any
Affiliate of any party to this letter agreement (other than an Affiliate to
whom the undersigned assigns any part of its Membership Interests), nor any
director, officer, employee, representative, agent or other controlling Person
of each of the parties to this letter agreement and their respective Affiliates
shall have any liability or obligation arising under this letter agreement.


12.           The undersigned acknowledges and
agrees that the Company could not be made whole by monetary damages in the
event of any default by the undersigned of the terms and conditions set forth
in this letter agreement.  It is
accordingly agreed and understood that the Company, in addition to any other
remedy that it may have at law or in equity, shall be entitled to an injunction
or injunctions to prevent breaches of this letter agreement and specifically to
enforce the terms and provisions hereof in any action instituted in any court
of the United States or in any state having appropriate jurisdiction.


	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Lynx Holdings I, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John T. Raymond

  
	
   

  	
   

  	
   

  	
  John T. Raymond,

  
	
   

  	
   

  	
   

  	
  Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
  Agreed and accepted as of

  this 12th day of
  August, 2005:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PLAINS ALL AMERICAN GP LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Tim Moore

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: