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Title: |
Purchase Agreement |
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Date: |
2004 |
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Preview shows 8KB of 68KB total |
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$49 |
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ID: |
#841162 |
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CLASS C COMMON UNIT
PURCHASE AGREEMENT
by and among
PLAINS ALL AMERICAN PIPELINE, L.P.,
KAYNE ANDERSON ENERGY FUND II, L.P.,
KAFU HOLDINGS, L.P.,
KAYNE ANDERSON CAPITAL INCOME PARTNERS, L.P.,
KAYNE ANDERSON MLP FUND, L.L.P.,
TORTOISE ENERGY INFRASTRUCTURE CORPORATION,
AND
VULCAN ENERGY II INC.
CLASS C COMMON UNIT PURCHASE AGREEMENT
CLASS C COMMON UNIT PURCHASE AGREEMENT, dated as of March , 2004 (this "Agreement"), by and among PLAINS ALL AMERICAN PIPELINE, L.P ("PAA") and each of KAYNE ANDERSON ENERGY FUND II, L.P. ("KAEF"), KAFU HOLDINGS, L.P. ("KAFU"), KAYNE ANDERSON CAPITAL INCOME PARTNERS, L.P. ("KACIP"), KAYNE ANDERSON MLP FUND, L.L.P. ("KAMLP") (collectively, "Kayne Anderson"), TORTOISE ENERGY INFRASTRUCTURE CORPORATION ("Tortoise"), and VULCAN ENERGY II INC. ("Vulcan") (each of KAEF, KAFU, KACIP, KAMLP, Tortoise and Vulcan a "Purchaser" and collectively, the "Purchasers").
In consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
Section 1.01 Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:
"Action" against a Person means any lawsuit, action, proceeding, investigation or complaint before any Governmental Authority, mediator or arbitrator.
"Amendment" means the amendment to the Partnership Agreement providing for the Class C Amendment as well as the other matters as are reflected on Exhibit B hereto.
"Basic Documents" means, collectively, this Agreement, the Registration Rights Agreement, the Amendment and any and all other agreements or instruments executed and delivered to the Purchasers by PAA or any Subsidiary of PAA hereunder or thereunder.
"Business Day" means any day other than a Saturday, Sunday, or a legal holiday for commercial banks in Wilmington, Delaware.
"Class B Units" means the Class B Common Units of PAA, as established by Section 5.12 of the Partnership Agreement.
"Class C Amendment" shall have the meaning specified in Section 2.01.
"Class C Units" means the Class C Common Units of PAA, as established by the Class C Amendment.
"Class C Unit Price" shall have the meaning specified in Section 2.06(b).
"Closing" shall have the meaning specified in Section 2.03.
"Closing Date" shall have the meaning specified in Section 2.03.
"Commission" means the United States Securities and Exchange Commission.
"Commitment" means, with respect to a particular Purchaser, the commitment of such Purchaser for a period of thirty (30) days from the Commitment Date to purchase such Purchaser's Purchased Units on the terms and subject to the conditions set forth in this Agreement.
"Commitment Date" means the date of this Agreement.
2
"Common Units" means the common units of PAA that are publicly traded on the New York Stock Exchange.
"Confidential Information" means all oral or written information, documents, records and data relating to the Mesa Acquisition (including as referenced herein) that PAA or its Representatives furnishes or otherwise discloses to a Purchaser or any of its Representatives, together with all copies, extracts, analyses, compilations, studies, memoranda, notes or other documents, records or data (in whatever form maintained, whether documentary, computer or other electronic storage or otherwise) prepared by any Person that contain or otherwise reflect or are generated from such information, documents, records, or data. The term "Confidential Information" does not include any information that (a) at the time of disclosure or thereafter is generally available to the public (other than as a result of a disclosure by such Purchaser or its Representatives), (b) is developed by such Purchaser or any of its Representatives, independent of, and without reliance in whole or in part on, any Confidential Information or any knowledge of Confidential Information, (c) becomes available to such Purchaser or its Representatives on a non-confidential basis from a source other than PAA or its Representatives who, insofar as is known to the recipient after reasonable inquiry, is not prohibited from transmitting the information to the recipient by a contractual, legal, fiduciary or other obligation to PAA or (d) was available to such Purchaser or its Representatives on a non-confidential basis prior to its disclosure to such Purchaser or its Representatives by PAA or its Representatives.
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