AMENDMENT NO.3 TO THE THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PLAINS ALL AMERICAN PIPELINE, L.P.
Exhibit 3.1
AMENDMENT NO.3 TO THE THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
PLAINS ALL AMERICAN PIPELINE, L.P.
AGREEMENT OF LIMITED PARTNERSHIP OF
PLAINS ALL AMERICAN PIPELINE, L.P.
This Amendment No. 3 (this “Amendment”) to the Third Amended and Restated Agreement of Limited
Partnership of Plains All American Pipeline, L.P., dated as of June 27, 2001 (the “Partnership
Agreement”), is hereby adopted effective as of August 16, 2007, by Plains AAP, L.P., a Delaware
limited partnership, (the “General Partner”), as general partner of the Partnership. 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 Partner, may amend any provision of the Partnership Agreement that is
necessary or advisable to comply with any rule, regulation, guideline or requirement of any
National Securities Exchange on which the Limited Partner Interests are listed for trading;
WHEREAS, the New York Stock Exchange (“NYSE”) has amended its rules to require that, effective
January 1, 2008, listed companies must be eligible to participate in the Direct Registration System
(“DRS”) administered by the Depository Trust Company;
WHEREAS, the General Partner has determined, in its discretion, that an amendment to the
Partnership Agreement in order to comply with the NYSE’s DRS eligibility rules is in the best
interests of the Partnership and the Limited Partners;
NOW, THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:
Section 1. Section 4.1 is hereby amended to read in full as follows:
Upon the Partnership’s issuance of Common Units to any Person, the Partnership shall issue one
or more Certificates in the name of such Person evidencing the number of such Units being so
issued. In addition, (a) upon the General Partner’s request, the Partnership shall issue to it one
or more Certificates in the name of the General Partner evidencing its interests in the Partnership
and (b) upon the request of any Person owning Incentive Distribution Rights or any other
Partnership Securities other than Common Units, the Partnership shall issue to such Person one or
more certificates evidencing such Incentive Distribution Rights or other Partnership Securities
other than Common Units. Certificates shall be executed on behalf of the Partnership by the
Chairman of the Board, President or any Executive Vice President or Vice President and the
Secretary or any Assistant Secretary of the general partner of the General Partner. No Common Unit
Certificate shall be valid for any purpose until it has been countersigned by the Transfer Agent;
provided, however, that if the General Partner elects to issue Common Units in global form, the
Common Unit Certificates shall be valid upon receipt of a certificate from the Transfer Agent
certifying that the Common Units have been duly registered in accordance with the directions of the Partnership and the Underwriters. Notwithstanding
the foregoing provisions regarding Certificates, the appropriate officers of the general partner of
the General Partner on behalf of the Partnership may provide that some or all Common Units may be
uncertificated; however, Certificates will be provided to any Unitholder upon such Unitholder’s
request.
Section 2. Section 4.2 is hereby amended to read in full as follows:
(a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate
officers of the general partner of the General Partner on behalf of the Partnership shall execute,
and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate, or
shall deliver other evidence of the issuance of uncertificated Units, evidencing the same number
and type of Partnership Securities as the Certificate so surrendered.
(b) The appropriate officers of the general partner of the General Partner on behalf of the
Partnership shall execute and deliver, and the Transfer Agent shall countersign a new Certificate,
or shall deliver other evidence of the issuance of uncertificated Units, in place of any
Certificate previously issued if the Record Holder of the Certificate:
(i) makes proof by affidavit, in form and substance satisfactory to the Partnership,
that a previously issued Certificate has been lost, destroyed or stolen;
(ii) requests the issuance of a new Certificate, or other evidence of the issuance of
uncertificated Units, before the Partnership has notice that the Certificate has been
acquired by a purchaser for value in good faith and without notice of an adverse claim;
(iii) if requested by the Partnership, delivers to the Partnership a bond, in form and
substance satisfactory to the Partnership, with surety or sureties and with fixed or open
penalty as the Partnership may reasonably direct, in its sole discretion, to indemnify the
Partnership, the Partners, the General Partner and the Transfer Agent against any claim that
may be made on account of the alleged loss, destruction or theft of the Certificate; and
(iv) satisfies any other reasonable requirements imposed by the Partnership.
If a Limited Partner or Assignee fails to notify the Partnership within a reasonable time
after he has notice of the loss, destruction or theft of a Certificate, and a transfer of the
Limited Partner Interests represented by the Certificate is registered before the Partnership, the
General Partner or the Transfer Agent receives such notification, the Limited Partner or Assignee
shall be precluded from making any claim against the Partnership, the General Partner or the
Transfer Agent for such transfer or for a new Certificate, or other evidence of the issuance of
uncertificated Units.
(c) As a condition to the issuance of any new Certificate, or other evidence of the issuance
of uncertificated Units, under this Section 4.2, the Partnership may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent)
reasonably connected therewith.
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Section 3. Sections 4.5(a) and (b) are hereby amended to read in full as follows:
(a) The Partnership shall keep or cause to be kept on behalf of the Partnership a register in
which, subject to such reasonable regulations as it may prescribe and subject to the provisions of
Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner
Interests. The Transfer Agent is hereby appointed registrar and transfer agent for the purpose of
registering Common Units and transfers of such Common Units as herein provided. The Partnership
shall not recognize transfers of Certificates evidencing Limited Partner Interests unless such
transfers are effected in the manner described in this Section 4.5. Upon surrender of a Certificate
for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and
subject to the provisions of Section 4.5(b), the appropriate officers of the general partner of the
General Partner on behalf of the Partnership shall execute and deliver, and in the case of Common
Units, the Transfer Agent shall countersign and deliver, in the name of the holder or the
designated transferee or transferees, as required pursuant to the holder’s instructions, one or
more new Certificates, or shall deliver other evidence of the issuance of uncertificated Units,
evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the
Certificate so surrendered.
(b) Except as otherwise provided in Section 4.9, the Partnership shall not recognize any
transfer of Limited Partner Interests until the Certificates evidencing such Limited Partner
Interests, or other evidence of the issuance of uncertificated Units, are surrendered for
registration of transfer and such Certificates, or other evidence of the issuance of uncertificated
Units, are accompanied by a Transfer Application duly executed by the transferee (or the
transferee’s attorney-in-fact duly authorized in writing). No charge shall be imposed by the
Partnership for such transfer; provided, that as a condition to the issuance of any new
Certificate, or other evidence of the issuance of uncertificated Units, under this Section 4.5, the
Partnership may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed with respect thereto.
Section 4. Section 4.10(a)(i) is hereby amended to read in full as follows:
(i) The General Partner shall, not later than the 30th day before the date fixed for
redemption, give notice of redemption to the Limited Partner or Assignee, at his last
address designated on the records of the Partnership or the Transfer Agent, by registered or
certified mail, postage prepaid. The notice shall be deemed to have been given when so
mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption,
the place of payment, that payment of the redemption price will be made upon surrender of
the Certificate evidencing the Redeemable Interests, or other evidence of the issuance of
uncertificated Units, and that on and after the date fixed for redemption no further
allocations or distributions to which the Limited Partner or Assignee would otherwise be
entitled in respect of the Redeemable Interests will accrue or be made.
Section 5. Section 4.10(a)(iii) is hereby amended to read in full as follows:
(iii) Upon surrender by or on behalf of the Limited Partner or Assignee, at the place
specified in the notice of redemption, of the Certificate evidencing the Redeemable
Interests, duly endorsed in blank or accompanied by an assignment duly executed in
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blank, or
other evidence of the issuance of uncertificated Units, the Limited Partner or Assignee or
his duly authorized representative shall be entitled to receive the payment therefor.
Section 6. Section 5.10(c) is hereby amended to read in full as follows:
(c) Promptly following any such distribution, subdivision or combination, the Partnership may
issue Certificates, or other evidence of the issuance of uncertificated Units, to the Record
Holders of Partnership Securities as of the applicable Record Date representing the new number of
Partnership Securities held by such Record Holders, or the General Partner may adopt such other
procedures as it may deem appropriate to reflect such changes. If any such combination results in
a smaller total number of Partnership Securities Outstanding, the Partnership shall require, as a
condition to the delivery to a Record Holder of such new Certificate, or other evidence of the
issuance of uncertificated Units, the surrender of any Certificate, or other evidence of the
issuance of uncertificated Units, held by such Record Holder immediately prior to such Record Date.
Section 7. Section 10.2 is hereby amended to read in full as follows:
By transfer of a Limited Partner Interest in accordance with Article IV, the transferor shall
be deemed to have given the transferee the right to seek admission as a Substituted Limited Partner
subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a
Certificate representing a Limited Partner Interest, or other evidence of the issuance of
uncertificated Units, shall, however, only have the authority to convey to a purchaser or other
transferee who does not execute and deliver a Transfer Application (a) the right to negotiate such
Certificate, or other evidence of the issuance of uncertificated Units, to a purchaser or other
transferee and (b) the right to transfer the right to request admission as a Substituted Limited
Partner to such purchaser or other transferee in respect of the transferred Limited Partner
Interests. Each transferee of a Limited Partner Interest (including any nominee holder or an agent
acquiring such Limited Partner Interest for the account of another Person) who executes and
delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and
be deemed to have applied to become a Substituted Limited Partner with respect to the Limited
Partner Interests so transferred to such Person. Such Assignee shall become a Substituted Limited
Partner (x) at such time as the General Partner consents thereto, which consent may be given or
withheld in the General Partner’s discretion, and (y) when any such admission is shown on the books
and records of the Partnership. If such consent is withheld, such transferee shall be an Assignee.
An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with
respect to allocations and distributions, including liquidating distributions, of the Partnership.
With respect to voting rights attributable to Limited Partner Interests that are held by Assignees,
the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in
exercising the voting rights in respect of such Limited Partner Interests on any matter, vote such
Limited Partner Interests at the written direction of the Assignee who is the Record Holder of such
Limited Partner Interests. If no such written direction is received, such Limited Partner Interests will not be voted. An Assignee
shall have no other rights of a Limited Partner.
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Section 8. Sections 15.1(b) and (c) are hereby amended to read in full as follows:
(b) If the General Partner, any Affiliate of the General Partner or the Partnership elects to
exercise the right to purchase Limited Partner Interests granted pursuant to Section 15.1(a), the
General Partner shall deliver to the Transfer Agent notice of such election to purchase (the
“Notice of Election to Purchase”) and shall cause the Transfer Agent to mail a copy of such Notice
of Election to Purchase to the Record Holders of Limited Partner Interests of such class (as of a
Record Date selected by the General Partner) at least 10, but not more than 60, days prior to the
Purchase Date. Such Notice of Election to Purchase shall also be published for a period of at
least three consecutive days in at least two daily newspapers of general circulation printed in the
English language and published in the Borough of Manhattan, New York. The Notice of Election to
Purchase shall specify the Purchase Date and the price (determined in accordance with Section
15.1(a)) at which Limited Partner Interests will be purchased and state that the General Partner,
its Affiliate or the Partnership, as the case may be, elects to purchase such Limited Partner
Interests, upon surrender of Certificates representing such Limited Partner Interests, or other
evidence of the issuance of uncertificated Units, in exchange for payment, at such office or
offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any
National Securities Exchange on which such Limited Partner Interests are listed or admitted to
trading. Any such Notice of Election to Purchase mailed to a Record Holder of Limited Partner
Interests at his address as reflected in the records of the Transfer Agent shall be conclusively
presumed to have been given regardless of whether the owner receives such notice. On or prior to
the Purchase Date, the General Partner, its Affiliate or the Partnership, as the case may be, shall
deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate purchase price of
all of such Limited Partner Interests to be purchased in accordance with this Section 15.1. If the
Notice of Election to Purchase shall have been duly given as aforesaid at least 10 days prior to
the Purchase Date, and if on or prior to the Purchase Date the deposit described in the preceding
sentence has been made for the benefit of the holders of Limited Partner Interests subject to
purchase as provided herein, then from and after the Purchase Date, notwithstanding that any
Certificate, or other evidence of the issuance of uncertificated Units, shall not have been
surrendered for purchase, all rights of the holders of such Limited Partner Interests (including
any rights pursuant to Articles IV, V, VI, and XII) shall thereupon cease, except the right to
receive the purchase price (determined in accordance with Section 15.1(a)) for Limited Partner
Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates
representing such Limited Partner Interests, or other evidence of the issuance of uncertificated
Units, and such Limited Partner Interests shall thereupon be deemed to be transferred to the
General Partner, its Affiliate or the Partnership, as the case may be, on the record books of the
Transfer Agent and the Partnership, and the General Partner or any Affiliate of the General
Partner, or the Partnership, as the case may be, shall be deemed to be the owner of all such
Limited Partner Interests from and after the Purchase Date and shall have all rights as the owner
of such Limited Partner Interests (including all rights as owner of such Limited Partner Interests
pursuant to Articles IV, V, VI and XII).
(c) At any time from and after the Purchase Date, a holder of an Outstanding Limited Partner
Interest subject to purchase as provided in this Section 15.1 may surrender his Certificate evidencing such Limited Partner Interest, or other evidence of the issuance of uncertificated
Units, to the Transfer Agent in exchange for payment of the amount described in Section 15.1(a),
therefor, without interest thereon.
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Section 9. Section 16.7 is hereby amended to read in full as follows:
This Agreement may be executed in counterparts, all of which together shall constitute an
agreement binding on all the parties hereto, notwithstanding that all such parties are not
signatories to the original or the same counterpart. Each party shall become bound by this
Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a
Unit, upon accepting the Certificate evidencing such Unit, or other evidence of the issuance of
uncertificated Units, or executing and delivering a Transfer Application as herein described,
independently of the signature of any other party.
Section 10. Except as hereby amended, the Partnership Agreement shall remain in full force and
effect.
Section 11. This Amendment shall be governed by, and interpreted in accordance with, the laws of
the State of Delaware, all rights and remedies being governed by such laws without regard to
principles of conflicts of laws.
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IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.
| GENERAL PARTNER: PLAINS AAP, L.P. |
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| By: | PLAINS ALL AMERICAN GP LLC, its General Partner |
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| By: | /s/ Xxx Xxxxx | |||
| Name: | Xxx Xxxxx | |||
| Title: | Vice President | |||
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