EXHIBIT 3.1
AMENDMENT NO. 4 TO THE SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
PLAINS ALL AMERICAN PIPELINE, L.P.
THIS AMENDMENT NO. 4 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF PLAINS ALL AMERICAN PIPELINE, L.P. (this "Amendment"),
dated as of June 27, 2001, is entered into and effectuated by Plains AAP, L.P.,
a Delaware limited partnership, as the General Partner, pursuant to the
authority granted to it in Section 13.1(d) of the Second Amended and Restated
Agreement of Limited Partnership of Plains All American Pipeline, L.P., dated as
of November 23, 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 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, pursuant to a Contribution, Assignment and Amendment Agreement
(the "Contribution Agreement") dated as of the date hereof by and among the
Partnership, Plains Marketing, L.P., All American Pipeline, L.P., the General
Partner, Plains All American GP LLC and Plains Marketing GP Inc., the general
partner interests held by the General Partner in Plains Marketing, L.P. and All
American Pipeline, L.P. were transferred to Plains Marketing GP Inc.; and
WHEREAS, the Contribution Agreement amended the Partnership Agreement to
permit and reflect the transactions contemplated by the Contribution Agreement,
and provided that the General Partner could further amend the Partnership
Agreement to the extent necessary to carry out the purposes and intent of the
Contribution Agreement; and
WHEREAS, the General Partner deems it in the best interest of the
Partnership to adopt this Amendment in order to provide that the Partnership
Agreement be amended in all respects to the extent necessary, but only to the
extent necessary, to carry out the purposes and intent of the Contribution
Agreement; and
NOW, THEREFORE, the Partnership Agreement is hereby amended to add a new
Section 16.11, which reads in its entirety as follows:
SECTION 16.11 Amendments to Reflect Contribution, Assignment and Amendment
Agreement.
In addition to the amendments to this Agreement contained in that
certain Contribution, Assignment and Amendment Agreement, dated as of
June 27, 2001, by and among the Partnership, the Operating Partnerships,
the General Partner, Plains All American GP LLC and Plains Marketing GP
Inc., and notwithstanding any other provision of this Agreement to the
contrary, this Agreement shall be deemed to be further amended and modified
to the extent necessary, but only to the extent necessary, to carry out the
purposes and intent of the Contribution, Assignment and Amendment
Agreement.
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 of the date first
written above.
PLAINS AAP, L.P.
General Partner
By: Plains All American GP LLC,
its general partner
/s/ XXX XXXXX
By: _______________________________
Name: Xxx Xxxxx
Title: Vice President