Exhibit 3.1
AMENDMENT NO.3 TO THE THIRD AMENDED AND RESTATED
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.
2
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
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