EXHIBIT 3.1
AMENDMENT NO. 4 TO THE THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
PLAINS ALL AMERICAN PIPELINE, L.P.
This Amendment No. 4 (this
“ Amendment No. 4 ”) to the Third
Amended and Restated Agreement of Limited Partnership (as amended,
the “ Partnership Agreement ”) of Plains
All American Pipeline, L.P. (the “ Partnership
”) is hereby adopted by PAA GP LLC, a Delaware limited
liability company (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 , the General Partner
desires to amend the Partnership Agreement to make certain
adjustments to certain allocation provisions and the definitions
related thereto, which adjustments shall be effective in accordance
with Section 761(c) of the Code as of January 1, 2007;
and
WHEREAS , acting pursuant to
the power and authority granted to it under Section 13.1(d) of
the Partnership Agreement, the General Partner has determined that
the following amendment to the Partnership Agreement does not
adversely affect the Limited Partners in any material respect and
does not require the approval of any Partner.
NOW THEREFORE , the General
Partner does hereby amend the Partnership Agreement as
follows:
Section 1. Amendment
.
(a) Section 1.1 is hereby
amended to add or amend and restate the following
definitions:
(i) “ Disposed of Adjusted
Property ” has the meaning assigned to such term in
Section 6.1(d)(xii)(B).
(ii) “ Net Termination
Gain ” means, for any taxable year, the sum, if positive,
of all items of income, gain, loss or deduction recognized by the
Partnership (a) after the Liquidation Date or (b) upon the
sale, exchange or other disposition of all or substantially all of
the assets of the Partnership Group, taken as a whole, in a single
transaction or a series of related transactions (excluding any
disposition to a member of the Partnership Group). The items
included in the determination of Net Termination Gain shall be
determined in accordance with Section 5.5(b) and shall not include
any items of income, gain or loss specially allocated under
Section 6.1(d).
(iii) “ Net Termination
Loss ” means, for any taxable year, the sum, if negative,
of all items of income, gain, loss or deduction recognized by the
Partnership (a) after the Liquidation Date or (b) upon the
sale, exchange or other disposition of all or substantially all of
the assets of the Partnership Group, taken as a whole, in a single
transaction or a series of related transactions (excluding any
disposition to a member of the Partnership Group). The items
included in the
- 1 -
determination
of Net Termination Loss shall be determined in accordance with
Section 5.5(b) and shall not include any items of income, gain
or loss specially allocated under Section 6.1(d).
(b) Section 5.5(d) is
hereby amended and restated in its entirety as follows:
(i) In accordance with Treasury
Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance
of additional Partnership Interests for cash or Contributed
Property or the conversion of the General Partner’s Combined
Interest to Common Units pursuant to Section 11.3(b), the
Capital Accounts of all Partners and the Carrying Value of each
Partnership property immediately prior to such issuance shall be
adjusted upward or downward to reflect any Unrealized Gain or
Unrealized Loss attributable to such Partnership property, as if
such Unrealized Gain or Unrealized Loss had been recognized on an
actual sale of each such property for an amount equal to its fair
market value immediately prior to such issuance and had been
allocated to the Partners at such time pursuant to
Section 6.1(c) in the same manner as any item of gain or loss
actually recognized following an event giving rise to the
dissolution of the Partnership would have been allocated. In
determining such Unrealized Gain or Unrealized Loss, the aggregate
cash amount and fair market value of all Partnership assets
(including, without limitation, cash or cash equivalents)
immediately prior to the issuance of additional Partnership
Interests shall be determined by the General Partner using such
reasonable method of valuation as it may adopt; provided, however,
that the General
