AMENDMENT NO. 2 TO THE THIRD AMENDED
AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
PLAINS ALL AMERICAN PIPELINE, L.P.
This Amendment
No. 2 (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 November 15, 2006, 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 of the Partnership Agreement provides that the
General Partner, without the approval of any Partner, may amend any
provision of the Partnership Agreement to reflect an amendment
effected, necessitated or contemplated by a merger agreement
approved in accordance with Section 14.3 of the Partnership
Agreement;
WHEREAS, the
transactions contemplated (the “PPX Merger”) by that
certain Agreement and Plan of Merger (the “PPX Merger
Agreement”) dated June 11, 2006 among Pacific Energy
Partners, L.P., Pacific Energy GP, L.P., Pacific Energy Management
LLC, the Partnership, Plains AAP, L.P. and Plains All American GP
LLC, have been approved in accordance with Section 14.3 of the
Partnership Agreement;
WHEREAS, this
Amendment shall become effective only upon and after consummation
of the PPX Merger, and shall in no event become effective after the
Drop Dead Date (as defined in the PPX Merger Agreement).
NOW, THEREFORE,
the General Partner does hereby amend the Partnership Agreement as
follows:
Section 1.
Section 1.1 is hereby amended by adding the following
definition:
“PPX
Merger Closing Date” means the date on which the merger
contemplated by that certain Agreement and Plan of Merger, dated
June 11, 2006, am
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