AMENDMENT NO. 1 TO THE AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
ALL AMERICAN PIPELINE, L.P.
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF ALL AMERICAN PIPELINE, L.P. (this "Amendment"), dated as of April 27, 2001, is
entered into and effectuated by Plains All American Inc., a Delaware corporation, as the General Partner,
pursuant to the authority granted to it in Section 13.1(d) of the Amended and Restated Agreement of Limited
Partnership of All American Pipeline, L.P., dated as of November 17, 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, without the
approval of any Limited Partners, 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
WHEREAS, the General Partner deems it in the best interest of the Partnership to effect this amendment in order
to provide (i) that Section 6.3(c) of the Partnership Agreement apply to taxes paid by any member of the
Partnership Group, amounts withheld by any member of the Partnership Group for taxes, and amounts seized by
any taxing authority from any member of the Partnership Group and (ii) that Section 9.4 of the Partnership
Agreement apply to distributions of income between members of the Partnership Group; and
WHEREAS, the General Partner has determined that this Amendment will be beneficial to the Limited Partners,
including the holders of the Common Units;
NOW, THEREFORE, Sections 6.3(c) and 9.4 of the Partnership Agreement are hereby amended and restated
in their entirety as follows:
Section 6.3 Distributions.
(c) The General Pa