EXHIBIT 3.4
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
ALL AMERICAN PIPELINE, L.P.
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF ALL AMERICAN PIPELINE, L.P. (this "Amendment"), dated as of
April 27, 2001, is entered into and effectuated by Plains All American Inc., a
Delaware corporation, as the General Partner, pursuant to the authority granted
to it in Section 13.1(d) of the Amended and Restated Agreement of Limited
Partnership of All American Pipeline, L.P., dated as of November 17, 1998, as
amended (the "Partnership Agreement"). Capitalized terms used but not defined
herein are used as defined in the Partnership Agreement.
WHEREAS, Section 13.1(d) of the Partnership Agreement provides that the
General Partner, without the approval of any Limited Partners, may amend any
provision of the Partnership Agreement and execute, swear to, acknowledge,
deliver, file and record whatever documents may be required in connection
therewith, to reflect a change that, in the discretion of the General Partner,
does not adversely affect the Limited Partners in any material respect; and
WHEREAS, the General Partner deems it in the best interest of the
Partnership to effect this amendment in order to provide (i) that Section 6.3(c)
of the Partnership Agreement apply to taxes paid by any member of the
Partnership Group, amounts withheld by any member of the Partnership Group for
taxes, and amounts seized by any taxing authority from any member of the
Partnership Group and (ii) that Section 9.4 of the Partnership Agreement apply
to distributions of income between members of the Partnership Group; and
WHEREAS, the General Partner has determined that this Amendment will be
beneficial to the Limited Partners, including the holders of the Common Units;
NOW, THEREFORE, Sections 6.3(c) and 9.4 of the Partnership Agreement are
hereby amended and restated in their entirety as follows:
Section 6.3 Distributions.
(c) The General Partner shall have the discretion to treat as a
distribution of Available Cash to all or less than all of the Partners or
Assignees (i) taxes paid by any member of the Partnership Group on behalf
of such Partners or Assignees, (ii) amounts withheld by any member of the
Partnership Group for taxes with respect to such Partners or Assignees and
(iii) amounts seized by any taxing authority from any member of the
Partnership Group with respect to taxes owed by such Partners or Assignees.
Section 9.4 Withholding.
Notwithstanding any other provision of this Agreement, the General
Partner is authorized to take any action that it determines in its
discretion to be necessary or appropriate to cause the Partnership to
comply with any withholding requirements established under the Code or any
other federal, state, local or foreign law including, without limitation,
pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent
that the Partnership is required or elects to withhold or pay over to any
taxing authority, or any taxing authority seizes, any amount resulting from
the allocation or distribution of income to any member of the Partnership
Group, Partner or Assignee, the amount withheld, paid over or seized may at
the discretion of the General Partner be treated by the Partnership as a
distribution of cash pursuant to Section 6.3 to the Partner or Assignee to
whom such withholding, payment or seizure is attributed.
This Amendment will be governed by and construed in accordance with the
laws of the State of Delaware.
IN WITNESS WHEREOF, this Amendment has been executed as the date first
written above.
PLAINS ALL AMERICAN INC.,
General Partner
By:
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Name: Xxx Xxxxx
Title: Vice President
