Exhibit 10.1

 

Execution Version

 

VOTING AGREEMENT

 

This VOTING AGREEMENT, dated as of July 11, 2016 (this “Agreement”), is by and among Plains All American Pipeline, L.P., a Delaware limited partnership (“PAA”), Plains GP Holdings, L.P., a Delaware limited partnership (“PAGP”), and the shareholders of PAGP named on Schedule I hereto (each such shareholder, a “Shareholder” and, collectively, the “Shareholders”).

 

RECITALS:

 

WHEREAS, concurrently with the execution of this Agreement, PAA GP Holdings LLC, a Delaware limited liability company (“PAGP GP”), PAGP, Plains All American GP LLC, a Delaware limited liability company (“GP LLC”), Plains AAP, L.P., a Delaware limited partnership (“AAP”), PAA GP LLC, a Delaware limited liability company (“PAA GP”), and PAA are entering into a Simplification Agreement, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Simplification Agreement”), pursuant to which, among other things, in exchange for the issuance by PAA to AAP of common units representing limited partner interests in PAA (“PAA Common Units”), AAP will contribute to PAA the incentive distribution rights it owns in PAA and PAA GP’s 2.0% economic general partner interest in PAA will be converted into a non-economic general partner interest in PAA; and

 

WHEREAS, as of the date hereof, each Shareholder is the record and beneficial owner in the aggregate of, and has the right to vote and dispose of, the number of Class A Shares representing limited partner interests in PAGP (“PAGP Class A Shares”) and Class B Shares representing limited partner interests in PAGP (“PAGP Class B Shares” and, together with the PAGP Class A Shares, the “PAGP Shares”) set forth opposite such Shareholder’s name on Schedule I hereto;

 

WHEREAS, the PAGP GP LLC Agreement, PAGP Partnership Agreement and AAP Partnership Agreement (each as defined in the Simplification Agreement) eliminate certain fiduciary duties of the Shareholders with respect to, among other things, the matters contemplated hereby; and

 

WHEREAS, as a material condition and inducement to PAA to enter into the Simplification Agreement, PAA has required that the Shareholders agree, and each Shareholder has agreed, to enter into this agreement and abide by the covenants and obligations with respect to the Covered Shares (as hereinafter defined) set forth herein.

 

NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

 

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ARTICLE 1

 

GENERAL

 

Section 1.1                                    Defined Terms.  The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Simplification Agreement.

 

“Covered Shares” means, with respect to each Shareholder, such Shareholder’s Existing Shares, together with any PAGP Shares that such Shareholder acquires, either beneficially or of record, or has the right to vote (by contract or otherwise) or the right to direct the voting, on or after the date hereof, including any PAGP Shares received as dividends or distributions, as a result of a split, reverse split, combination, merger, conversion, consolidation, reorganization, reclassification, recapitalization or similar transaction, as a result of any exchange of other securities for PAGP Shares, or upon exercise, exchange or conversion of any option, warrant or other security or instrument exercisable or exchangeable for, or convertible into, PAGP Shares.

 

“Existing Shares” means, with respect to each Shareholder, all PAGP Shares owned, either beneficially or of record, by such Shareholder on the date of this Agreement.

 

“Permitted Transfer” means (i) a Transfer by a Shareholder (or an Affiliate thereof) to an Affiliate of such Shareholder, provided that such transferee Affiliate, prior to the effectiveness of, and as a condition to, such Transfer, shall have executed and delivered to PAA and PAGP a written agreement, in form and substance acceptable to PAA in its sole discretion, to assume all of such transferring Shareholder’s obligations hereunder in respect of the Covered Shares subject to such Transfer and to be bound by, and comply with, the terms of this Agreement, with respect to the Covered Shares subject to such Transfer, and all other Covered Shares owned beneficially or of record from time to time by such transferee Affiliate, to the same extent as such Shareholder is bound hereunder, and to make each of the representations and warranties hereunder in respect of the Covered Shares transferred as the Shareholder shall have made hereunder and (ii) an exchange by a Shareholder of, among other things, a number of its PAGP Class B shares for a corresponding number of PAGP Class A shares pursuant to the terms of the AAP Partnership Agreement; provided, however, for the avoidance of doubt, that any PAGP Class A Shares received upon such exchange shall be considered for all purposes Covered Shares under this Agreement from and after such exchange of the Covered Shares.

 

“Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of (whether by merger, conversion or consolidation (including by conversion into securities or other consideration as a result of such merger, conversion or consolidation), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, conversion, assignment, pledge, encumbrance, hypothecation or other disposition of (whether by merger, conversion or consolidation (including by conversion into securities or other consideration as a result of such merger, conversion or consolidation), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise).

 

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ARTICLE 2

 

VOTING

 

Section 2.1                                    Agreement to Vote Covered Shares. Each Shareholder hereby irrevocably and unconditionally agrees that, during the term of this Agreement, at any meeting of the shareholders of PAGP, however called, including any adjournment or postponement thereof, and in connection with any action by consent of the shareholders of PAGP (or any class or subdivision thereof) in lieu of a meeting thereof, the Shareholder shall:

 

(a)                                 appear at each such meeting and cause its Covered Shares to be counted as present thereat for purposes of calculating a quorum; and

 

(b)                                 (x) in the case of a meeting, vote (or cause to be voted), in person or by proxy, all of the Covered Shares, or (y) in the case of a proposed action by consent in lieu of a meeting, duly deliver (or cause to be duly delivered) promptly (and in any event within 48 hours after the receipt of the proposed action by consent) a consent in respect of all of the Covered Shares:

 

(i)                                     in favor of the approval or adoption of, or consent to, the Simplification Agreement, the Transactions and any other action requested by PAGP in furtherance thereof or in connection therewith;

 

(ii)                                  against the approval or adoption of any action, agreement, transaction or proposal that is intended, or could reasonably be expected, to result in a material breach of any covenant, agreement, representation, warranty or any other obligation of PAGP contained in the Simplification Agreement or of such Shareholder contained in this Agreement; and

 

(iii)                               against any action, agreement, transaction or proposal that is intended, would reasonably be expected, or the result of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect any of the Transactions or any action contemplated by the Simplification Agreement.

 

The obligations of each Shareholder specified in this Section 2.1 shall apply whether or not the PAGP Board (or any committee or subcommittee thereof) changes its recommendation with respect to the Shareholder Proposal. Further, while all other voting and other obligations of each Shareholder with respect to the Shareholder Proposal shall apply, no Shareholder is required to act by written consent with respect to the matters specifically subject to the Shareholder Proposal.

 

Section 2.2                                    No Inconsistent Agreements.  Each Shareholder hereby represents, covenants and agrees that, except for this Agreement, such Shareholder (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to its Covered Shares, (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to its Covered Shares (except pursuant to Section 2.3 hereof) and (c) has not taken and shall not

 

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take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling such Shareholder from performing in any material respect any of its obligations under this Agreement.

 

Section 2.3                                    Proxy.  In order to secure the obligations set forth herein, each Shareholder hereby irrevocably appoints PAA, or any nominee thereof, with full power of substitution and resubstitution, as its true and lawful proxy and attorney-in-fact, in the event that such Shareholder does not comply with its obligations in Section 2.1, to vote or execute written consents with respect to such Shareholder’s Covered Shares in accordance with Section 2.1 hereof and with respect to any proposed postponements or adjournments of any meeting of the shareholders of PAGP at which any of the matters described in Section 2.1 hereof are to be considered. Each Shareholder hereby affirms that this proxy is coupled with an interest and shall be irrevocable, except upon termination of this Agreement, and such Shareholder will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by such Shareholder with respect to any of its Covered Shares. PAA may, with the prior consent of PAGP, terminate this proxy with respect to any Shareholder at any time at its sole election by written notice provided to such Shareholder.

 

ARTICLE 3

 

REPRESENTATIONS AND WARRANTIES

 

Section 3.1                                    Representations and Warranties of the Shareholders.  Each Shareholder (except to the extent otherwise provided herein) hereby represents and warrants to PAGP and PAA, severally for itself and with respect to its Covered Shares only, and not jointly with the other Shareholders or with respect to the Covered Shares of any other Shareholder, as follows:

 

(a)                                 Authorization; Validity of Agreement; Necessary Action. Such Shareholder has the requisite power and authority and/or capacity to execute and deliver this Agreement and to carry out its obligations hereunder. The execution and delivery by such Shareholder of this Agreement and the performance by it of the obligations hereunder have been duly and validly authorized by such Shareholder and no other actions or proceedings are required on the part of such Shareholder to authorize the execution and delivery of this Agreement or the performance by such Shareholder of its obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder and, assuming the due authorization, execution and delivery of this Agreement by PAGP, constitutes a legal, valid and binding agreement of such Shareholder, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.

 

(b)                                 Ownership. Such Shareholder is the record and beneficial owner of, and has good title to, its Existing Shares, free and clear of any liens, except as may be provided for in this Agreement. All of such Shareholder’s Covered Shares from the date

 

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hereof through and on the Closing Date will be beneficially or legally owned by such Shareholder, except in the case of a Permitted Transfer of any Covered Shares (in which case this representation shall, with respect to such Covered Shares, be made by the transferee of such Covered Shares). Except as provided for in this Agreement, such Shareholder has and will have at all times through the Closing Date sole voting power (including the right to control such vote as contemplated herein), sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article 2 hereof, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Shareholder’s Existing Shares and with respect to all of such Shareholder’s Covered Shares at any time through the Closing Date, except in the case of a Permitted Transfer (in which case this representation shall, with respect to such Covered Shares, be made by the transferee of such Covered Shares). Except for the Existing Shares and any Covered Shares that may be acquired upon exchange of other securities for PAGP Shares, such Shareholder does not, directly or indirectly, legally or beneficially own or have any option, warrant or other right to acquire any securities of PAGP that are or may by their terms become entitled to vote or any securities that are convertible or exchangeable into or exercisable for any securities of PAGP that are or may by their terms become entitled to vote, nor is such Shareholder subject to any contract, agreement, arrangement, understanding or relationship, other than this Agreement, that obligates it to vote, acquire or dispose of any securities of PAGP.

 

(c)                                  No Violation. Neither the execution and delivery of this Agreement by such Shareholder nor its performance of its obligations under this Agreement will (i) result in a violation or breach of, or conflict with any provisions of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or cancellation of, or give rise to a right of purchase under, or result in the creation of any lien (other than under this Agreement) upon any of the properties, rights or assets (including but not limited to its Existing Shares) owned by such Shareholder under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, contract, lease, agreement or other instrument or obligation of any kind to which such Shareholder is a party or by which it or any of its properties, rights or assets may be bound, (ii) violate any Law applicable to such Shareholder or any of its properties, rights or assets, or (iii) result in a violation or breach of or conflict with its organizational and governing documents, except in the case of clause (i) as would not reasonably be expected to prevent or materially delay the ability of such Shareholder to perform its obligations hereunder.

 

(d)                                 Consents and Approvals. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is necessary to be obtained or made by such Shareholder in connection with its execution, delivery and performance of this Agreement, except for any reports under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby.

 

(e)                                  Reliance by PAGP and PAA. Such Shareholder understands and acknowledges that each of PAGP and PAA is entering into the Simplification Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the

 

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representations, warranties, covenants and obligations of such Shareholder contained herein.

 

(f)                                   Adequate Information. Such Shareholder acknowledges that it is a sophisticated party with respect to its Covered Shares and has adequate information concerning the business and financial condition of PAGP to make an informed decision regarding the transactions contemplated by this Agreement and has, independently and without reliance upon PAGP and based on such information as such Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Shareholder acknowledges that PAGP has not made and is not making any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement.

 

Section 3.2                                    Representations and Warranties of PAGP.  PAGP hereby represents and warrants to each Shareholder and PAA that the execution and delivery of this Agreement by PAGP and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the board of directors of PAGP GP. PAGP acknowledges that no Shareholder has made and no Shareholder is making any representation or warranty of any kind except as expressly set forth in this Agreement.

 

Section 3.3                                    Representations and Warranties of PAA.  PAA hereby represents and warrants to each Shareholder and PAGP that the execution and delivery of this Agreement by PAA and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the board of directors of GP LLC. PAA acknowledges that no Shareholder has made and no Shareholder is making any representation or warranty of any kind except as expressly set forth in this Agreement.

 

ARTICLE 4

 

OTHER COVENANTS

 

Section 4.1                                    Prohibition on Transfers, Other Actions.

 

(a)                                 Each Shareholder hereby agrees, except for a Permitted Transfer, not to (i) Transfer any of the Covered Shares, beneficial ownership thereof or any other interest therein, (ii) enter into any agreement, arrangement or understanding, or take any other action, that violates or conflicts with, or would reasonably be expected to violate or conflict with, or would reasonably be expected to result in or give rise to a violation of or conflict with, such Shareholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any action that would restrict or otherwise affect such Shareholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be null and void.

 

(b)                                 Each Shareholder agrees that if it attempts to Transfer (other than a Permitted Transfer), vote, provide consent in lieu of a meeting or provide any other Person with the authority to vote or provide consent with respect to any of the Covered

 

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Shares other than in compliance with this Agreement, such Shareholder shall be deemed to have unconditionally and irrevocably (during the term of this Agreement) instructed PAGP to not, (i) permit any such Transfer on its books and records, (ii) issue a book-entry interest or a new certificate representing any of the Covered Shares, or (iii) record such vote or consent unless and until such Shareholder has complied in all respects with the terms of this Agreement.

 

(c)                                  Each Shareholder agrees that it shall not, and shall cause each of its controlled Affiliates to not, become a member of a “group” (as that term is used in Section 13(d) of the Exchange Act) that such Shareholder or such Affiliate is not currently a part of and that has not been disclosed in a filing with the SEC prior to the date hereof (other than as a result of entering into this Agreement) for the purpose of opposing or competing with, or otherwise interfering with, impeding or delaying the consummation of, the transactions contemplated by the Simplification Agreement.

 

(d)                                 Each Shareholder agrees not to take any action that would make any of its representations or warranties contained herein untrue or incorrect in any material respect or would reasonably be expected to have the effect of preventing, impeding,  interfering with, delaying or otherwise adversely affecting in any respect its due and timely performance of its obligations under or contemplated by this Agreement.

 

Section 4.2                                    Further Assurances.  Each of the parties hereto agrees that it will use its best efforts to do all things reasonably necessary to effectuate this Agreement and the transactions contemplated hereby.

 

Section 4.3                                    Waiver of Appraisal Rights and Claims.  Each Shareholder hereby waives any and all rights of appraisal or rights to dissent from the consummation of the Transactions and any other action contemplated by the Simplification Agreement.  Without limiting the foregoing, each Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of, any class in any class action with respect to, any claim, derivative or otherwise, against PAGP, the general partner of PAGP and their respective affiliates, or any of their respective officers, directors, managers, employees, or agents, and their respective successors and assigns, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement, (b) alleging any breach of the organizational documents of PAGP, its general partner or any of their affiliates, in connection with the evaluation, negotiation or entry into, or the performance by any party of its obligations under, the Simplification Agreement, or (c) alleging that the evaluation, negotiation or entry into, or the performance by any party of its obligations under, the Simplification Agreement would result in a violation of law.

 

Section 4.4                                    Shareholder Capacity.  Each Shareholder has entered into this Agreement solely in its capacity as a beneficial owner of Covered Shares.  None of the provisions of this Agreement shall be construed to prohibit, limit or restrict any Representative of a Shareholder who is an officer of PAGP GP or GP LLC or a member of the PAGP GP Board or the Board of Directors of GP LLC from exercising his or her duties to PAGP or PAA by taking any action whatsoever in his or her capacity as an officer or director, including with respect to the Simplification Agreement and the Transactions.

 

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ARTICLE 5

 

MISCELLANEOUS

 

Section 5.1                                    Termination.  This Agreement shall remain in effect until the earliest to occur of (a) the Closing Date, (b) the valid termination of the Simplification Agreement in accordance with the terms thereof, and (c) the mutual written consent of all of the parties hereto to terminate this Agreement, upon which, in each case, this Agreement shall terminate and be of no further force and effect with respect to all parties hereto.  In addition, PAGP and PAA may mutually agree to terminate this Agreement with respect to all or any portion of any Shareholder’s Covered Shares by delivering a written notice to such Shareholder stating the portion of such Shareholder’s Covered Shares with respect to which this Agreement is terminated (in which case such Shareholder’s obligations hereunder shall terminate only with respect to the portion of its Covered Shares so identified). For the avoidance of doubt, unless and until this Agreement is terminated in accordance with this Section 5.1, the agreements set forth herein, including the irrevocable proxy in Section 2.3, shall remain in full force and effect without regard to any Change in Recommendation or any other occurrence.  Nothing in this Section 5.1 and no termination of this Agreement shall relieve or otherwise limit any party of liability for any breach of this Agreement occurring prior to such termination.

 

Section 5.2                                    No Ownership Interest.  Nothing contained in this Agreement shall be deemed to vest in PAGP or PAA any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefit relating to the Covered Shares of any Shareholder shall remain vested in and belong to such Shareholder, and PAGP and PAA shall have no authority to direct such Shareholder in the voting or disposition of any of its Covered Shares, except as otherwise provided herein.

 

Section 5.3                                    Publicity.  Each Shareholder hereby permits PAGP to include and disclose in the Proxy Statement, and in such other schedules, certificates, applications, agreements or documents as such entities reasonably determine to be necessary or appropriate in connection with the consummation of the Transactions and the other actions contemplated by the Simplification Agreement such Shareholder’s identity and ownership of the Covered Shares and the nature of such Shareholder’s commitments, arrangements and understandings pursuant to this Agreement. PAGP hereby permits each Shareholder to disclose this Agreement and the transactions contemplated by the Simplification Agreement in any reports required to be filed by such Shareholder or any of its Affiliates under Sections 13(d) and 16 of the Exchange Act.

 

Section 5.4                                    Notices.  All notices and other communications hereunder shall be in writing and shall be deemed given (a) upon personal delivery to the party to be notified; (b) when received when sent by facsimile by the party to be notified, provided, however, that notice given by facsimile shall not be effective unless either (i) a duplicate copy of such fax notice is promptly given by one of the other methods described in this Section 5.4 or (ii) the receiving party delivers a written confirmation of receipt for such notice by fax or any other method described in this Section 5.4; or (c) when delivered by a courier (with confirmation of delivery); in each case to the party to be notified at the following address:

 

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If to PAGP, to:

 

Plains GP Holdings, L.P.
 c/o PAA GP Holdings LLC
 333 Clay Street, Suite 1600
 Houston, TX 77002
 Facsimile: 713-646-4313
 Attn: General Counsel

 

with a copy (which shall not constitute notice) to:

 

Vinson & Elkins L.L.P.
 1001 Fannin Street, Suite 2500
 Houston, TX 77002
 Facsimile: 713-615-5861
 Attn: David Oelman and Alan Beck

 

Baker Botts L.L.P.
 910 Louisiana Street
 Houston, TX 77002
 Facsimile: 713.229.2727
 Attn: Joshua Davidson and Jason Rocha

 

If to PAA, to:

 

Plains All American Pipeline, L.P.
 c/o Plains All American GP LLC
 333 Clay Street, Suite 1600
 Houston, TX 77002
 Facsimile: 713-646-4313

 

Attn: General Counsel and Chairman, Conflicts Committee

 

With a copy, that shall not constitute notice, to:

 

Vinson & Elkins L.L.P.
 1001 Fannin Street, Suite 2500
 Houston, TX 77002
 Facsimile: 713-615-5861
 Attn: David Oelman and Alan Beck

 

Richards Layton & Finger, P.A.
 920  N. King Street
 Wilmington, DE 19801
 Facsimile: 302-498-7701
 Attn: Srinivas Raju or Gregory Ladner

 

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If to any Shareholder, to the address set forth below such Shareholder’s name on Schedule I hereto.

 

Section 5.5                                    Interpretation.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement is the product of negotiation by the parties having the assistance of counsel and other advisers. It is the intention of the parties that this Agreement not be construed more strictly with regard to one party than with regard to the others.

 

Section 5.6                                    Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, electronic delivery or otherwise) to the other parties.  Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

 

Section 5.7                                    Entire Agreement.  This Agreement and, solely to the extent of the defined terms referenced herein, the Simplification Agreement, together with the schedule annexed hereto, constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof and thereof, and this Agreement is not intended to grant standing to any person other than the parties hereto; provided, however, that nothing contained in this Agreement shall supersede or replace the transfer restrictions set forth in the governing documents for PAGP and AAP, which provisions shall remain in full force and effect according to their terms.

 

Section 5.8                                    Governing Law. This Agreement and the performance of the transactions contemplated hereby and obligations of the parties hereunder will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of Law principles.  Each of the parties agrees that this Agreement (i) involves at least $100,000.00 and (ii) has been entered into by the parties in express reliance on 6 Del. C., § 2708.  Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (a) subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b) subject to service of process in the State of Delaware.  Each party hereto hereby irrevocably and unconditionally (i) consents and submits to the exclusive personal jurisdiction and venue of the Delaware Court of Chancery (or, if the Delaware Court of Chancery lacks jurisdiction, any federal or state court located in the State of Delaware) (the “Delaware Courts”) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any

 

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litigation relating thereto except in such courts), (ii) waives any objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in any inconvenient forum, and (c) acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising or relating to this Agreement or the transactions contemplated by this Agreement.  Each of the parties hereby further irrevocably and unconditionally confirms and agrees, to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process and to notify the other parties of the name and address of such agent, and that service of process may, to the fullest extent permitted by law, also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence of valid service, and that service made pursuant to this sentence shall, to the fullest extent permitted by law, have the same legal force and effect as if served upon such party personally within the State of Delaware.

 

Section 5.9                                    Amendment; Waiver.  The obligations of any Shareholder hereunder may not be modified or amended except by an instrument in writing signed by PAGP and by each Shareholder with respect to which such modification or amendment will be effective. Each party may waive any right of such party hereunder by an instrument in writing signed by such party and delivered to the party benefiting from such waiver. Notwithstanding anything to the contrary set forth herein, no amendment or waiver of any party hereunder shall be permitted or effective without the prior written consent of PAA.

 

Section 5.10                             Specific Enforcement.  The parties acknowledge and agree that the parties would be damaged irreparably in the event that the obligations to consummate the transactions contemplated hereby are not performed in accordance with their specific terms or this Agreement is otherwise breached, and that in addition to remedies, other than injunctive relief and specific performance, that the parties may have under law or equity, the parties shall be entitled to injunctive relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof.  Each of the parties hereto hereby waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief.

 

Section 5.11                             Severability.  To the fullest extent permitted by law, any term or provision of this Agreement, or the application thereof, that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is illegal, void, invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any illegal, void, invalid or unenforceable term or provision with a term or provision that is legal, valid and enforceable and that comes closest to expressing the intention of the illegal, void, invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. To the fullest extent permitted by law, in the event such court does not exercise the power granted to it in the prior

 

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sentence, the parties hereto shall replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that will achieve, to the extent possible, the original economic, business and other purposes of such invalid or unenforceable term as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

 

Section 5.12                             Expenses.  Except as otherwise expressly provided herein or in the Simplification Agreement, all costs and expenses incurred in connection with this Agreement and the actions contemplated hereby shall be paid by the party incurring such expenses, whether or not the Transactions are consummated.  Notwithstanding anything to the contrary set forth herein, in the event a party breaches its obligations under the terms of this Agreement, the non-breaching party shall be entitled to reimbursement from the breaching party of its fees and expenses (including attorneys’ fees) in connection with any action by the non-breaching party to enforce its rights hereunder.

 

Section 5.13                             Successors and Assigns; Third Party Beneficiaries.

 

(a)                                 Except in connection with a Permitted Transfer, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties; provided, however, that each of PAGP and PAA may transfer or assign its rights and obligations under this Agreement, in whole or in part or from time to time in part, to one or more of its Affiliates at any time. Any assignment in violation of the foregoing shall be null and void. Subject to the preceding two sentences, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

 

(b)                                 This Agreement is not intended to and shall not confer upon any Person (other than the parties hereto) any rights or remedies hereunder.

 

[Signature pages follow.]

 

12











 

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

	
 
    	
PAGP:
    
	
 
    	
 
    
	
 
    	
PLAINS GP HOLDINGS,   L.P.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
PAA GP   Holdings LLC, its general partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Richard McGee
    
	
 
    	
Name: 
    	
Richard   McGee
    
	
 
    	
Title: 
    	
Executive   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PAA:
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
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:
    	
/s/   Richard McGee
    
	
 
    	
Name: 
    	
Richard   McGee
    
	
 
    	
Title: 
    	
Executive   Vice President
    


 

[Signature Page of PAGP to Voting Agreement]

 











 

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

	
 
    	
SHAREHOLDERS:
    
	
 
    	
 
    
	
 
    	
EMG   INVESTMENT, LLC
    
	
 
    	
 
    
	
 
    	
By: NGR   MR Management LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ John   T. Raymond
    
	
 
    	
By:
    	
John T.   Raymond
    
	
 
    	
 
    	
Chief   Executive Officer
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
811 Main   Street, Suite 4200
    
	
 
    	
Houston,   Texas 77002
    
	
 
    	
Attn:   John Raymond and Laura Tyson
    
	
 
    	
Email:
    	
jraymond@emgtx.com;
    
	
 
    	
 
    	
ltyson@emgtx.com
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
LYNX   HOLDINGS I, LLC
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ John T.   Raymond
    
	
 
    	
By:
    	
John T.   Raymond, sole member
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
Lynx   Holdings I, LLC
    
	
 
    	
811 Main   Street, Suite 4200
    
	
 
    	
Houston,   Texas 77002
    
	
 
    	
Attention:   John T. Raymond
    
	
 
    	
Email:   jraymond@emgtx.com
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ John   T. Raymond
    
	
 
    	
John T.   Raymond
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
811 Main   Street, Suite 4200
    
	
 
    	
Houston,   Texas 77002
    
	
 
    	
Email:   jraymond@emgtx.com
    
				


 

[Signature Page of Shareholders to Voting Agreement]

 











 

 

	
 
    	
OXY   HOLDING COMPANY (PIPELINE), INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Ben   Figlock
    
	
 
    	
By:       Ben Figlock, Vice President
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
5   Greenway Plaza
    
	
 
    	
Houston,   Texas 77046
    
	
 
    	
Attn:   Marcia Backus and Nicole Clark
    
	
 
    	
Email:   Marcia_e._backus@oxy.com
    
	
 
    	
            Nicole_clark@oxy.com
    


 

 

[Signature Page of Shareholders to Voting Agreement]

 











 

	
 
    	
KAFU   HOLDINGS (QP), L.P.
    
	
 
    	
 
    
	
 
    	
By:
    
	
 
    	
 
    
	
 
    	
/s/ David   Shladovsky
    
	
 
    	
By: David   Shladovsky
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
1800   Avenue of the Stars, 3rd Floor
    
	
 
    	
Los   Angeles, CA 90067
    
	
 
    	
Attn:   David Shladovsky
    
	
 
    	
Email:  dshladovsky@kaynecapital.com
    
	
 
    	
 
    
	
 
    	
KAFU   HOLDINGS II, L.P.
    
	
 
    	
 
    
	
 
    	
By: KAFU   Holdings, LLC, its general partner
    
	
 
    	
 
    
	
 
    	
/s/ David   Shladovsky
    
	
 
    	
By: David   Shladovsky
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
1800   Avenue of the Stars, 3rd Floor
    
	
 
    	
Los   Angeles, CA 90067
    
	
 
    	
Attn:   David Shladovsky
    
	
 
    	
Email:  dshladovsky@kaynecapital.com
    
	
 
    	
 
    
	
 
    	
KAFU   HOLDINGS, L.P.
    
	
 
    	
 
    
	
 
    	
By:
    
	
 
    	
 
    
	
 
    	
/s/ David   Shladovsky
    
	
 
    	
By: David   Shladovsky
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
1800   Avenue of the Stars, 3rd Floor
    
	
 
    	
Los   Angeles, CA 90067
    
	
 
    	
Attn:   David Shladovsky
    
	
 
    	
Email:  dshladovsky@kaynecapital.com
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/   Robert V. Sinnott
    
	
 
    	
Robert V.   Sinnott
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
1800   Avenue of the Stars, 3rd Floor
    
	
 
    	
Los   Angeles, CA 90067
    
	
 
    	
Email:   rsinnott@kaynecapital.com
    


 

[Signature Page of Shareholders to Voting Agreement]

 











 

	
 
    	
PAA   MANAGEMENT, L.P.
    
	
 
    	
 
    
	
 
    	
By: PAA   Management, LLC, its general partner
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Greg   L. Armstrong
    
	
 
    	
By: Greg   L. Armstrong
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
333 Clay   Street, Suite 1600
    
	
 
    	
Houston,   Texas 77002
    
	
 
    	
Attn:   Richard McGee
    
	
 
    	
Email:   rkmcgee@paalp.com
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Greg   Armstrong
    
	
 
    	
Greg   Armstrong
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
333 Clay   Street, Suite 1600
    
	
 
    	
Houston,   Texas 77002
    
	
 
    	
Email:   glarmstrong@paalp.com
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Harry   Pefanis
    
	
 
    	
Harry   Pefanis
    
	
 
    	
 
    
	
 
    	
Address:
    
	
 
    	
333 Clay   Street, Suite 1600
    
	
 
    	
Houston,   Texas 77002
    
	
 
    	
Email:   hnpefanis@paalp.com
    


 

[Signature Page of Shareholders to Voting Agreement]

 











 

Schedule I

 

	
Shareholder
    	
 
    	
PAGP Class
   A Shares
   Held
   Beneficially
   or of Record
    	
 
    	
PAGP Class
   B Shares
   Held
   Beneficially
   or of Record
    	
 
    	
Percent of
   Total Class A
   Shares and
   Class B
   Shares
   Combined
    	
 
    
	
EMG Investment, LLC
    	
 
    	
—
    	
 
    	
121,516,879
    	
 
    	
18.97
    	
%
    
	
Lynx Holdings I, LLC
    	
 
    	
—
    	
 
    	
8,476,802
    	
 
    	
1.32
    	
%
    
	
Oxy Holding Company   (Pipeline), Inc.
    	
 
    	
—
    	
 
    	
79,830,161
    	
 
    	
12.46
    	
%
    
	
KAFU Holdings (QP), L.P.
    	
 
    	
—
    	
 
    	
64,803,104
    	
 
    	
10.11
    	
%
    
	
KAFU Holdings II, L.P.
    	
 
    	
—
    	
 
    	
6,795,545
    	
 
    	
1.06
    	
%
    
	
KAFU Holdings, L.P.
    	
 
    	
—
    	
 
    	
3,305,189
    	
 
    	
0.52
    	
%
    
	
PAA Management, L.P.
    	
 
    	
—
    	
 
    	
21,835,922
    	
 
    	
3.41
    	
%
    
	
Greg Armstrong
    	
 
    	
1,200,000
    	
 
    	
9,814,127
    	
 
    	
1.72
    	
%
    
	
Harry Pefanis
    	
 
    	
489,065
    	
 
    	
6,889,930
    	
 
    	
1.15
    	
%
    
	
John T. Raymond
    	
 
    	
573,954
    	
 
    	
—
    	
 
    	
0.09
    	
%
    
	
Robert V. Sinnott
    	
 
    	
3,274,488
    	
 
    	
—
    	
 
    	
0.51
    	
%
    
	
TOTAL
    	
 
    	
5,537,507
    	
 
    	
323,267,659
    	
 
    	
51.32
    	
%
    


 

[Schedule I to Voting Agreement]