exv10w2



 





Exhibit 10.2




CONTRIBUTION AND ASSUMPTION AGREEMENT




     This CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of December 28, 2007
is made by and between Plains AAP, L.P., a Delaware limited partnership (“AAP”), and PAA GP LLC, a
Delaware limited liability company (“New GP”).



     WHEREAS, AAP holds a 2.0% general partner (the “MLP GP Interest”) in Plains All American
Pipeline, L.P., a Delaware limited partnership (the “Partnership”), and serves as the sole general
partner of the Partnership; and



     WHEREAS, AAP desires to transfer the MLP GP Interest to New GP, and New GP desires to assume
the role of successor general partner of the Partnership under the Third Amended and Restated
Agreement of Limited Partnership of the Partnership, dated as of June 27, 2001, and as amended by
Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto (the “MLP Partnership Agreement”); and



     WHEREAS, Section 4.6 of the MLP Partnership Agreement allows AAP to transfer the MLP GP
Interest to New GP, subject to the receipt of an opinion of counsel that such transfer would not
result in the loss of limited liability of any limited partner of the Partnership or cause the
Partnership to be taxable as a corporation or otherwise treated as an association taxable as a
corporation for federal income tax purposes; and



     WHEREAS, Section 10.3 of the MLP Partnership Agreement provides that any transferee of the MLP
GP Interest pursuant to Section 10.3 who is proposed as successor general partner of the
Partnership shall automatically be admitted to the Partnership as successor general partner of the
Partnership; and



     WHEREAS, AAP proposes to transfer the MLP GP Interest to New GP and that New GP be admitted
immediately prior to such transfer as general partner of the Partnership.



     NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:



     1. Transfer and Assignment of MLP GP Interest. AAP hereby assigns, transfers and
delivers the MLP GP Interest to New GP, and its successors and assigns, and New GP hereby accepts
such MLP GP Interest, in exchange for all of the membership interest of New GP at and as of the
date hereof.



     2. Assumption of General Partner Status. New GP accepts and agrees to duly and timely
pay, perform and discharge the rights, duties and obligations of general partner of the Partnership
and all of the terms and conditions of the MLP Partnership Agreement in accordance with Sections
4.6(c) and 10.3 of the MLP Partnership Agreement, and New GP agrees to serve as general partner of
the Partnership and to be bound by the MLP Partnership Agreement, as it may be further amended.



     3. Assumption of Liabilities. As consideration for the assignment, transfer and
delivery made under Section 1 hereof, New GP assumes and agrees to duly and timely pay,



 









 




perform and
discharge all liabilities and obligations of the Partnership to the full extent (and only to the
extent) that AAP, as general partner of the Partnership, has been heretofore or would have been in
the future, were it not for the execution and delivery of this Agreement, obligated to pay, perform
and discharge such liabilities and obligations (the “Liabilities”).




     4. Further Assurances. The parties hereto hereby each covenant and agree that, at any
time and from time to time after the delivery of this Agreement, at the other party’s request and
expense, each party, its successors and assigns, will do, execute, acknowledge and deliver, or will
cause to be done, executed, acknowledged and delivered, any and all such further acts, conveyances,
transfers, assignments, powers of attorney and assurances as the other party reasonably may require
to more effectively grant, convey, assign, transfer, set over to or vest in New GP the MLP GP
Interest, or to better enable New GP to realize upon or otherwise enjoy the MLP GP Interest, to
effect the assumption by New GP of the Liabilities or to otherwise carry into effect the intent and
purposes of this Agreement.



     5. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware without reference to the choice of law principles thereof.



     6. Counterparts. This Agreement may be executed in two counterparts, each of which
shall be deemed an original, but all of which shall be considered one and the same agreement.



 









 





     IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the parties as
of the date first written above.



	 	 	 	 	 	 	 
	 	 	PLAINS AAP, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Plains All American GP LLC,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	      /s/ Tim Moore
 

	 	 
	 

	 	Name:
	 	Tim Moore	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PAA GP LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Plains AAP, L.P., its sole member	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Plains All American GP LLC,

its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Al Swanson	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Al Swanson	 	 
	 

	 	Title:
	 	Senior Vice President – Finance and Treasurer