exv10w5








Exhibit 10.5




TAX SHARING AGREEMENT




BY AND AMONG



PLAINS ALL AMERICAN PIPELINE, L.P.



AND



PAA NATURAL GAS STORAGE, L.P.



                     ___, 2010



 









 





TAX SHARING AGREEMENT

BY AND AMONG

PLAINS ALL AMERICAN PIPELINE, L.P. AND PAA NATURAL GAS STORAGE, L.P.




          Tax Sharing Agreement (the “Agreement”), dated this ___th day of                     , 2010, by
and among PLAINS ALL AMERICAN PIPELINE, L.P. (“PAA”), a Delaware limited partnership, and PAA
NATURAL GAS STORAGE, L.P. (“PNGS”), a Delaware limited partnership.



RECITALS




          WHEREAS, PAA is the owner of the member interests of PNGS GP LLC (the general partner of PNGS)
and common and subordinated units of PNGS;



          WHEREAS, the PNGS Group (as defined below) includes various entities that may be required to
join with PAA or its affiliates in the filing of a consolidated, combined or unitary state tax
return;



          WHEREAS, the Parties (as defined below) wish to set forth the general principles under which
they will allocate and share various Taxes (as defined below) and related liabilities;



          WHEREAS, PAA, on behalf of itself and its present and future subsidiaries other than the PNGS
Group (“PAA Group”), and PNGS, on behalf of itself and its present and future subsidiaries (the
“PNGS Group”), are entering into this Agreement to provide for the allocation among the PAA Group
and the PNGS Group of all responsibilities, liabilities and benefits relating to any Tax for which
a Combined Return (as defined below) is filed for a taxable period including or beginning on or
after the Effective Date (as defined below) and to provide for certain other matters;


NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in
this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:




ARTICLE I

Definitions




          1.1 Definitions. The following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and the plural forms of the terms defined):



          “Accounting Referee” is defined in Section 6.11 herein.



          “Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto, as in
effect for the taxable period in question.



          “Combined Group” means a group of corporations or other entities that files a Combined Return.



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          “Combined Return” means any Tax Return (other than a Tax Return for U.S. federal income taxes)
filed on a consolidated, combined (including nexus combination, worldwide combination, domestic
combination, line of business combination or any other form of combination) or unitary basis that
includes activities of any member of the PAA Group and any member of the PNGS Group.



          “Effective Date” means 7:00 a.m., Central time, on [date of closing].



          “Final Determination” means the final resolution of any Tax (or other matter) for a taxable
period, including related interest or penalties, that, under applicable law, is not subject to
further appeal, review or modification through proceedings or otherwise, including (i) by the
expiration of a statute of limitations or a period for the filing of claims for refunds, amending
Tax Returns, appealing from adverse determinations or recovering any refund (including by offset),
(ii) by a decision, judgment, decree or other order by a court of competent jurisdiction, which has
become final and unappealable, (iii) by a closing agreement, an accepted offer in compromise or a
comparable agreement under laws of the particular Tax Authority, (iv) by execution of a form under
the laws of a Tax Authority that is comparable to an Internal Revenue Service Form 870 or 870-AD
(excluding, however, with respect to a particular Tax Item for a particular taxable period any such
form that reserves (whether by its terms or by operation of law) the right of the taxpayer to file
a claim for refund and/or the right of the Tax Authority to assert a further deficiency with
respect to such Tax Item for such period) or (v) by any allowance of a refund or credit, but only
after the expiration of all periods during which such refund may be adjusted.



          “Notice” is defined in Section 6.1 herein.



          “PAA Group” is defined in the recitals to this Agreement.



          “Party” means each of PAA and PNGS, and solely for purposes of this definition, “PAA” includes
the PAA Group and PNGS includes the PNGS Group. Each of PAA and PNGS shall cause the PAA Group and
the PNGS Group, respectively, to comply with this Agreement.



          “PNGS Group” is defined in the Recitals to this Agreement.



          “PNGS Group Combined Tax Liability” means, with respect to any Tax, the PNGS Group’s liability
for such Tax owed with respect to a Combined Return for a taxable period, as determined under
Section 3.2 of this Agreement.



          “PNGS Group Deposit” is defined in Section 3.4 herein.



          “PNGS Group Members” means those entities included in the PNGS Group.



          “PNGS Group Pro Forma Combined Return” means a pro forma Combined Return or other schedule
prepared pursuant to Section 3.2 of this Agreement.



          “Reporting Entity” means the entity that is required by statute or rule to file the particular
Combined Return.



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          “Tax Attribute” means a Tax Item of a member of the PNGS Group reflected on a Combined Return
that is comparable to one or more of the following attributes with respect to a U.S. federal income
tax consolidated tax return: a net operating loss, a net capital loss, an unused investment
credit, an unused foreign tax credit, an excess charitable contribution, a U.S. federal minimum tax
credit or a U.S. federal general business credit (but not tax basis or earnings and profits).



          “Tax Authority” means a domestic governmental authority (other than the United States) or any
subdivision, agency, commission or authority thereof or any quasi-governmental or private body
having jurisdiction over the assessment, determination, collection or imposition of any Tax
(excluding the U.S. Internal Revenue Service).



          “Tax Controversy” means any audit, examination, dispute, suit, action, litigation or other
judicial or administrative proceeding initiated by PAA or PNGS or any Tax Authority.



          “Tax Item” means any item of income, gain, loss, deduction or credit, or other item reflected
on a Tax Return or any Tax Attribute.



          “Tax Return” means any return, report, certificate, form or similar statement or document
(including any related or supporting information or schedule attached thereto and any information
return, amended Tax Return, claim for refund or declaration of estimated tax) required to be
supplied to, or filed with, a Tax Authority in connection with the determination, assessment or
collection of any Tax or the administration of any laws, regulations or administrative requirements
relating to any Tax.



          “Tax” or “Taxes” means all forms of taxation, whenever created or imposed, and whether imposed
by a domestic, local, municipal, governmental, state, federation or other body, but excluding taxes
imposed by the United States, and without limiting the generality of the foregoing, shall include
net income, alternative or add-on minimum, gross income, sales, use, ad valorem, gross receipts,
value added, franchise, profits, license, transfer, recording, withholding, payroll, employment,
excise, severance, stamp, occupation, premium, property, windfall profit, custom duty or other tax,
governmental fee or like assessment or charge of any kind whatsoever, together with any related
interest, penalties or other additions to tax, or additional amounts imposed by any such Tax
Authority.


Any term used but not capitalized herein that is defined in the Code or in the Treasury Regulations
thereunder shall, to the extent required by the context of the provision at issue, have the meaning
assigned to it in the Code or such regulation.




ARTICLE II

Preparation and Filing of Tax Returns




          2.1 Manner of Filing




          (a) For periods that include the Effective Date and periods after the Effective Date, PAA
shall have the sole and exclusive responsibility for the preparation and filing of, and shall
cause the Reporting Entity to prepare and file, all Combined Returns. PAA shall be authorized
to take any and all action necessary or incidental to the preparation and filing of a



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Combined Return, including, without limitation, (i) making elections and adopting accounting methods,
(ii) filing all extensions of time, including extensions of time for payment of tax, (iii)
filing claims for refund or credit or (iv) giving waivers or bonds.




          (b) For periods that include the Effective Date and periods after the Effective Date, the
PNGS Group shall have the sole and exclusive responsibility for the preparation and filing of,
and shall prepare and file or cause to be prepared and filed, all Tax Returns of the PNGS Group
Members that are not Combined Returns.




          (c) PAA shall have sole discretion to include, or cause to be included, in a Combined
Return for any Tax any member of the PNGS Group for which inclusion in such Combined Return is
elective; provided, however, that the PNGS Group Combined Tax Liability for any period shall not
exceed the aggregate of (x) each such elective PNGS Group Member’s liability for such Tax for
such period, computed as if such PNGS Group Member were not included in such Combined Return and
(y) the PNGS Group Combined Tax Liability calculated for the PNGS Group Members for which
inclusion is not elective. PAA shall provide pro forma Tax Returns pursuant to Section 3.5 of
this Agreement to support the calculation of the amount of any decrease in the PNGS Group
Combined Tax Liability pursuant to this Section 2.1(c).



          2.2 Franchise Tax Taxable Period. References to “taxable period” for any franchise or other
doing business Tax shall mean the taxable period during which the income, operations, assets or
capital comprising the base of such Tax is measured, regardless of whether the right to do business
for another taxable period is obtained by the payment of such franchise Tax.



ARTICLE III

Allocation of Taxes




          3.1 Liability of the PNGS Group for Combined Taxes. For each Tax for each taxable period that
includes or begins on or after the Effective Date and for which a Combined Return is filed, the
PNGS Group Members included in such Combined Return shall be liable to PAA for an amount equal to
the PNGS Group Combined Tax Liability in respect of such Tax.



          3.2 PNGS Group Combined Tax Liability. With respect to each Tax for each taxable period that
includes or begins on or after the Effective Date and for which a member of the PNGS Group is
included in a Combined Return, the PNGS Group Combined Tax Liability for such Tax for such taxable
period shall be the Tax for such taxable period as determined on a PNGS Group Pro Forma Combined
Return prepared:




          (a) by including only the Tax Items of the members of the PNGS Group that are included in the
Combined Return and computing the liability of the PNGS Group Members for such Tax as if such PNGS
Group Members were included in a separate combined, consolidated or unitary return that includes
only the PNGS Group Members;




          (b) except as provided in Section 3.2(e) hereof, using all elections, accounting methods and
conventions used on the Combined Return for such period;



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          (c) applying the Tax rate in effect for the Combined Return of the Combined Group for such
taxable period;




          (d) assuming that the PNGS Group elects not to carry back any net operating losses and




          (e) assuming that the PNGS Group’s utilization of any Tax Attribute carryforward or carryback
is limited to the Tax Attributes of the PNGS Group that would be available if the PNGS Group
Combined Tax Liability for each taxable period ending after the Effective Date were determined in
accordance with this Section 3.2.



          3.3 Preparation and Delivery of Pro Forma Tax Returns. Not later than 90 days following the
date on which a Combined Return is filed with the appropriate Tax Authority, PAA shall prepare and
deliver to PNGS the related PNGS Group Pro Forma Combined Return calculating the PNGS Group
Combined Tax Liability attributable to the period covered by such filed Combined Return.



          3.4 Payment of Tax. PAA shall timely pay (or shall cause to be timely paid) any Tax reflected
on a Combined Return and hold PNGS harmless for all liability for such Tax. In the event PAA is
required to make an estimated payment or deposit of any Tax of any Combined Group which includes
any member of the PNGS Group, PAA shall calculate the portion, if any, of such estimated payment or
deposit attributable to the PNGS Group using a methodology similar to that described in Section 3.2
(the “PNGS Group Deposit”) and shall present such calculation to PNGS. Within 5 days thereafter,
PNGS shall pay the PNGS Group Deposit to PAA. Within 30 days after delivery by PAA of a PNGS Group
Pro Forma Combined Return to PNGS calculating the PNGS Group Combined Tax Liability with respect to
a Combined Return, PNGS shall pay to PAA such PNGS Group Combined Tax Liability less the amount of
any PNGS Group Deposit relating to the same Combined Return.



          3.5 Subsequent Changes in Treatment of Tax Items. With respect to any Combined Return for any
taxable period beginning on or after the Effective Date, in the event of a change in the treatment
of any Tax Item of any member of a Combined Group as a result of a Final Determination, within 30
days following such Final Determination (i) PAA shall calculate the change, if any, to the PNGS
Group Combined Tax Liability resulting from such change, (ii) PAA shall pay any decrease in the
PNGS Group Combined Tax Liability to PNGS and (iii) PNGS shall pay any increase in the PNGS Group
Combined Tax Liability to PAA.



ARTICLE IV

Control of Tax Proceedings; Cooperation and Exchange of Information




          4.1 Control of Proceedings. Except as provided in this Article IV, PAA shall have full
responsibility and discretion in handling, settling or contesting any Tax Controversy involving a
Tax Return for which it has filing responsibility under this Agreement as well as all Tax Returns
for all taxable periods ending before the Effective Date. PNGS shall have full responsibility and
discretion in handling, settling or contesting any Tax Controversy involving a
Tax Return for which it has filing responsibility under this Agreement. Except as otherwise



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provided in this Article IV, any costs incurred in handling, settling or contesting any Tax
Controversy shall be borne by the Party having full responsibility and discretion thereof.




          4.2 Cooperation and Exchange of Information.



               (a) Each Party shall cooperate fully at such time and to the extent reasonably requested by
any other Party in connection with the preparation and filing of any Tax Return or claim for
refund, or the conduct of any audit, dispute, proceeding, suit or action concerning any issues or
other matters considered in this Agreement. Such cooperation shall include, without limitation,
the following: (i) the retention and provision on demand of Tax Returns, books, records (including
those concerning ownership and Tax basis of property which a Party may possess), documentation or
other information relating to the Tax Returns, including accompanying schedules, related workpapers
and documents relating to rulings or other determinations by Taxing Authorities, until the
expiration of the applicable statute of limitations (giving effect to any extension, waiver or
mitigation thereof); (ii) the provision of additional information, including an explanation of
material provided under clause (i) of this Section 4.2(a), to the extent such information is
necessary or reasonably helpful in connection with the foregoing; (iii) the execution of any
document that may be necessary or reasonably helpful in connection with the filing of a Tax Return
by PAA, PNGS or of their respective subsidiaries, or in connection with any audit, dispute,
proceeding, suit or action and (iv) such Party’s commercially reasonable efforts to obtain any
documentation from a governmental authority or a third party that may be necessary or reasonably
helpful in connection with any of the foregoing.



               (b) Each Party shall make its employees and facilities available on a reasonable and mutually
convenient basis in connection with any of the foregoing matters.



               (c) If any Party fails to provide any information requested pursuant to Section 4.2 hereof
within a reasonable period, as determined in good faith by the Party requesting the information,
then the requesting Party shall have the right to engage a public accounting firm to gather such
information, provided that 30 days’ prior written notice is given to the unresponsive Party. If
the unresponsive Party fails to provide the requested information within 30 days of receipt of such
notice, then such unresponsive Party shall permit the requesting Party’s public accounting firm
full access to all appropriate records or other information as reasonably necessary to comply with
this Section 4.2 and shall reimburse the requesting Party or pay directly all costs connected with
the requesting Party’s engagement of the public accounting firm.



ARTICLE V

Warranties and Representations; Payment Obligations




          5.1 Warranties and Representations Relating to Actions of PAA and PNGS. Each of PAA and PNGS
warrants and represents to the other that:



               (a) in the case of PAA, it is a limited partnership duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all requisite power to carry out the
transactions contemplated by this Agreement;



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               (b) in the case of PNGS, it is a limited partnership duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all requisite power to carry out the
transactions contemplated by this Agreement;



               (c) it has duly and validly taken all action necessary to authorize the execution, delivery
and performance of this Agreement and the consummation of the transactions contemplated hereby;



               (d) this Agreement has been duly executed and delivered by it and constitutes its legal, valid
and binding obligation enforceable in accordance with its terms subject, as to the enforcement of
remedies, to (i) applicable bankruptcy, reorganization, insolvency, moratorium or other similar
laws affecting the enforcement of creditors’ rights generally from time to time in effect and (ii)
general principles of equity, whether enforcement is sought in a proceeding at law or in equity and



               (e) the execution and delivery of this Agreement, the consummation of the transactions
contemplated hereby or the compliance with any of the provisions of this Agreement will not (i)
conflict with or result in a breach of any provision of its certificate of incorporation, by-laws,
certificate of limited partnership, limited partnership agreement or general partnership agreement,
as the case may be, (ii) breach, violate or result in a default under any of the terms of any
agreement or other instrument or obligation to which it is a party or by which it or any of its
properties or assets may be bound or (iii) violate any order, writ, injunction, decree, statute,
rule or regulation applicable to it or affecting any of its properties or assets.



          5.2 Calculation of Payment Obligations. Except as otherwise provided under this Agreement, to
the extent that the payor Party has a payment obligation to the payee Party pursuant to this
Agreement, the payee Party shall provide the payor Party with its calculation of the amount of such
obligation. The documentation of such calculation shall provide sufficient detail to permit the
payor Party to reasonably understand the calculation. All payment obligations shall be made to the
payee Party or to the appropriate Tax Authority as specified by the payee Party within 30 days
after delivery by the payee Party to the payor Party of written notice of a payment obligation.
Any disputes with respect to payment obligations shall be resolved in accordance with Section 6.11
below.



          5.3 Prompt Performance. All actions required to be taken by any Party under this Agreement
shall be performed within the time prescribed for performance in this Agreement or if no period is
prescribed, such actions shall be performed promptly.



          5.4 Interest. Payments pursuant to this Agreement that are not made within the period
prescribed therefor in this Agreement shall bear interest (compounded daily) from and including the
date immediately following the last date of such period through and including the date of payment
at a rate equal to the U.S. federal short-term rate or rates established pursuant to Section 6621
of the Code for the period during which such payment is due but unpaid.



          5.5 Tax Records. The Parties to this Agreement hereby agree to retain and provide on proper
demand by any Tax Authority (subject to any applicable privileges) the books, records,
documentation and other information relating to any Tax Return until the later of (i) the



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expiration of the applicable statute of limitations (giving effect to any extension, waiver or
mitigation thereof), (ii) the date specified in an applicable records retention agreement entered
into with a Tax Authority, (iii) a Final Determination made with respect to such Tax Return and
(iv) the final resolution of any claim made under this Agreement for which such information is
relevant.




          5.6 Continuing Covenants. Each Party agrees (i) not to take any action reasonably expected to
result in a new or changed Tax Item that is detrimental to any other Party and (ii) to take any
action reasonably requested by any other Party that would reasonably be expected to result in a new
or changed Tax Item that produces a benefit or avoids a detriment to such other Party; provided
that such action does not result in any additional cost not fully compensated for by the requesting
Party. The Parties hereby acknowledge that the preceding sentence is not intended to limit, and
therefore shall not apply to, the rights of the Parties with respect to matters otherwise covered
by this Agreement.



ARTICLE VI

Miscellaneous Provisions




          6.1 Notice. Any notice, demand, claim or other communication required or permitted to be
given under this Agreement (a “Notice”) shall be in writing and may be personally served provided a
receipt is obtained therefor, or may be sent by certified mail return receipt requested postage
prepaid, to the Parties at the following addresses (or at such other address as one Party may
specify by notice to any other Party):



	 	 	 	 	 
	 

	 	PAA at:
	 	Plains All American Pipeline, L.P.
	 

	 	 	 	333 Clay Street, Suite 1600
	 

	 	 	 	Houston, Texas 77002
	 

	 	 	 	Attention: General Counsel
	 
	 	 	 	 
	 

	 	PNGS at:
	 	PAA Natural Gas Storage, L.P.
	 

	 	 	 	c/o PAA All American Pipeline, L.P.
	 

	 	 	 	333 Clay Street, Suite 1500
	 

	 	 	 	Houston, Texas 77002
	 

	 	 	 	Attention: Vice President – Legal






          A Notice which is delivered personally shall be deemed given as of the date specified on the
written receipt therefor. A Notice mailed as provided herein shall be deemed given on the third
business day following the date so mailed. Notification of a change of address may be given by any
Party to another in the manner provided in this Section 6.1 for providing a Notice.



          6.2 Required Payments. Unless otherwise provided in this Agreement, any payment of Tax
required shall be due within 30 days of a Final Determination of the amount of such Tax.



          6.3 Injunctions. The Parties acknowledge that irreparable damage would occur in the event
that any of the provisions of this Agreement were not performed in accordance with its specific
terms or were otherwise breached. The Parties hereto shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically



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the terms and provisions of this Agreement in any court having jurisdiction, such remedy being
in addition to any other remedy to which they may be entitled at law or in equity.




          6.4 Further Assurances. Subject to the provisions hereof, the Parties hereto shall make,
execute, acknowledge and deliver such other instruments and documents, and take all such other
actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to
consummate the transactions contemplated hereby. Subject to the provisions hereof, each of the
Parties shall, in connection with entering into this Agreement, perform its obligations hereunder
and take any and all actions relating hereto, comply with all applicable laws, regulations, orders
and decrees, obtain all required consents and approvals and make all required filings with any
governmental agency, other regulatory or administrative agency, commission or similar authority and
promptly provide the other Parties with all such information as such Parties may reasonably request
in order to be able to comply with the provisions of this sentence.



          6.5 Parties in Interest. Except as herein otherwise specifically provided, nothing in this
Agreement expressed or implied is intended to confer any right or benefit upon any person, firm or
corporation other than the Parties and their respective successors and permitted assigns.



          6.6 Setoff. Except as provided by Section 2.1(c) of this Agreement, all payments to be made
under this Agreement shall be made without setoff, counterclaim or withholding, all of which are
expressly waived.



          6.7 Change of Law. If, due to any change in applicable law or regulations or the
interpretation thereof by any court of law or other governing body having jurisdiction subsequent
to the date of this Agreement, performance of any provision of this Agreement or any transaction
contemplated hereby shall become impracticable or impossible, the Parties hereto shall use their
best efforts to find and employ an alternative means to achieve the same or substantially the same
result as that contemplated by such provision.



          6.8 Termination and Survival. Notwithstanding anything in this Agreement to the contrary,
this Agreement shall remain in effect and its provisions shall survive for the full period of all
applicable statutes of limitation (giving effect to any extension, waiver or mitigation thereof) or
until otherwise agreed to in writing by PAA and PNGS, or their successors.



          6.9 Amendments; No Waivers.



               (a) Any provision of this Agreement may be amended or waived if, and only if, such amendment
or waiver is in writing and signed, in the case of an amendment, by PAA and PNGS, or in the case of
a waiver, by the Party against whom the waiver is to be effective.



               (b) No failure or delay by any Party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or privilege.



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          6.10 Governing Law and Interpretation. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to agreements made and to be performed
in the State of Delaware.



          6.11 Resolution of Certain Disputes. Any disagreement between the Parties with respect to any
matter that is the subject of this Agreement, including, without limitation, any disagreement with
respect to any calculation or other determinations by PAA hereunder, which is not resolved by
mutual agreement of the Parties, shall be resolved by a nationally recognized independent
accounting firm chosen by and mutually acceptable to the Parties hereto (an “Accounting Referee”).
Such Accounting Referee shall be chosen by the Parties within fifteen (15) business days from the
date on which one Party serves written notice on another Party requesting the appointment of an
Accounting Referee, provided that such notice specifically describes the calculations to be
considered and resolved by the Accounting Referee. In the event the Parties cannot agree on the
selection of an Accounting Referee, then the Accounting Referee shall be any office or branch of
the public accounting firm of [PricewaterhouseCoopers LLP]. The Accounting Referee shall resolve
any such disagreements as specified in the notice within 30 days of appointment; provided, however,
that no Party shall be required to deliver any document or take any other action pursuant to this
Section 6.11 if it determines that such action would result in the waiver of any legal privilege or
any detriment to its business. Any resolution of an issue submitted to the Accounting Referee
shall be final and binding on the Parties hereto without further recourse. The Parties shall share
the costs and fees of the Accounting Referee equally.



          6.12 Confidentiality. Except to the extent required to protect a Party’s interests in a Tax
Controversy, each Party shall hold and shall cause its consultants and advisors to hold in strict
confidence, unless compelled to disclose by judicial or administrative process or, in the opinion
of its counsel, by other requirements of law, all information (other than any such information
relating solely to the business or affairs of such Party) concerning another Party or its
representatives pursuant to this Agreement (except to the extent that such information can be shown
to have been (i) previously known by the Party to which it was furnished, (ii) in the public domain
through no fault of such Party or (iii) later lawfully acquired from other sources by the Party to
which it was furnished), and each Party shall not release or disclose such information to any other
person, except its auditors, attorneys, financial advisors, bankers and other consultants and
advisors who shall be advised of the provisions of this Agreement. Each Party shall be deemed to
have satisfied its obligation to hold confidential information concerning or supplied by another
Party if it exercises the same care as it takes to preserve confidentiality for its own similar
information.



          6.13 Costs, Expenses and Attorneys’ Fees. Except as expressly set forth in this Agreement,
each Party shall bear its own costs and expenses incurred pursuant to this Agreement. In the event
a Party to this Agreement brings an action or proceeding for the breach or enforcement of this
Agreement, the prevailing party in such action, proceeding or appeal, whether or not such action,
proceeding or appeal proceeds to final judgment, shall be entitled to recover as an element of its
costs, and not as damages, such reasonable attorneys’ fees as may be awarded in the action,
proceeding or appeal in addition to whatever other relief the prevailing party may be entitled.
For purposes of this Section 6.13, the “prevailing party” shall be the Party who is entitled to
recover its costs; a Party not entitled to recover its costs shall not recover



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attorneys’ fees. No sum for attorneys’ fees shall be counted in calculating the amount of the
judgment for purposes of determining whether a Party is entitled to recover its costs or attorneys’
fees.




          6.14 Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute one and the same
instrument.



          6.15 Severability. The Parties hereby agree that, if any provision of this Agreement should
be adjudicated to be invalid or unenforceable, such provision shall be deemed deleted herefrom with
respect, and only with respect, to the operation of such provision in the particular jurisdiction
in which such adjudication was made, and only to the extent of the invalidity, and any such
invalidity or unenforceability in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. All other remaining provisions of this
Agreement shall remain in full force and effect for the particular jurisdiction and all other
jurisdictions.



          6.16 Entire Agreement.



               (a) This Agreement contains the entire agreement between the Parties with respect to the
subject matter hereof and supersedes all other agreements, whether or not written, in respect of
any Tax between the PAA Group and the PNGS Group.



               (b) In the event of any conflict or inconsistency between the provisions of this Agreement and
the provisions of any other agreement between the PAA Group and the PNGS Group, the provisions of
this Agreement shall take precedence and to such extent shall be deemed to supersede such
conflicting provisions under the other agreement.



          6.17 Assignment. This Agreement is being entered into by PAA and PNGS on behalf of themselves
and each member of the PAA Group and the PNGS Group. This Agreement shall constitute a direct
obligation of each such member and shall be deemed to have been readopted and affirmed on behalf of
any entity that becomes a member of the PAA Group or the PNGS Group in the future. Each of PAA and
PNGS hereby guarantee the performance of all actions, agreements and obligations provided for under
this Agreement of each member of the PAA Group and the PNGS Group, respectively. Each of PAA and
PNGS shall, upon the written request of the other, cause any of their respective group members to
formally execute this Agreement. This Agreement shall be binding upon, and shall inure to the
benefit of, the successors, assigns and persons controlling any of the entities bound hereby for so
long as such successors, assigns or controlling persons are members of the PAA Group or the PNGS
Group or their successors and assigns.



          6.18 Fair Meaning. This Agreement shall be construed in accordance with its fair meaning and
shall not be construed strictly against the drafter.



          6.19 Titles and Headings. Titles and headings to sections herein are inserted for the
convenience of reference only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.



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          6.20 Construction. In this Agreement, unless the context otherwise requires, the terms
“herein,” “hereof” and “hereunder” refer to this Agreement.



[Signature Page Follows]



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     IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the
day and year first above written.



	 	 	 	 	 
	 	PLAINS ALL AMERICAN PIPELINE, L.P.

 	 
	 	By:  	PAA GP LLC, 
its general partner
 	 
	 
	 	By:  	Plains AAP, L.P.,
 its sole member
 	 
	 	 	 
	 	By:  	                         Plains All American GP LLC 
its general partner
 	 
	 
	 	By:  	
 	 
	 	 	Name:  	Al Swanson 	 
	 	 	Title:  	Senior Vice President and
Chief Financial Officer 	 
	 
	 	PAA NATURAL GAS STORAGE, L.P.

 	 
	 	By:  	PNGS GP LLC, 
its general partner
 	 
	 	By:  	
 	 
	 	 	Name:  	Richard McGee 	 
	 	 	Title:  	Vice President – Legal and Business

Development and Secretary