THIRD AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
ENRON LIQUIDS PIPELINE OPERATING LIMITED PARTNERSHIP
THIS THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF ENRON LIQUIDS PIPELINE OPERATING LIMITED PARTNERSHIP (this
"Amendment"), dated effective as of February 14, 1997, is executed by Kinder
Xxxxxx X.X., Inc.(formerly Enron Liquids Pipeline Company), a Delaware
corporation, in its capacity as the General Partner (the "General Partner") of
Enron Liquids Pipeline Operating Limited Partnership, a Delaware limited
partnership (the "Partnership"), and Xxxxxx Xxxxxx Energy Partners, L.P.
(formerly known as Enron Liquids Pipeline, L.P.), in its capacity as the sole
limited partner of the Partnership (the "Limited Partner").
The General Partner and the Limited Partner hereby desire to cause the
Partnership Agreement to be amended as set forth herein.
AGREEMENT
NOW THEREFORE, it is agreed as follows:
1. Article One, Section 1.2 of the Partnership Agreement as presently
constituted is hereby altered by deleting the first sentence of that section and
hereby adding the following sentence it its place:
The name of the Partnership shall be and the
business of the Partnership shall be conducted under the
name of "Xxxxxx Xxxxxx Operating L.P. 'A'."
All references to "Enron Liquids Pipeline
Operating Limited Partnership" throughout the Partnership
Agreement are hereby replaced with "Xxxxxx Xxxxxx
Operating L.P. 'A'"
2. Article Two of the Partnership Agreement as presently constituted is
hereby altered by deleting the term "ELPC" and the corresponding definition in
their entirety, and the following is hereby added to Article Two (in appropriate
alphabetical order):
"KMGP" means Kinder Xxxxxx X.X., Inc., a Delaware
corporation."
All references to "ELPC" throughout the Partnership Agreement are
hereby replaced with "KMGP".
In addition the term "ENGL" and the corresponding definition are
deleted in their entirety and the following is hereby added to Article Two (in
appropriate alphabetical order):
"KMNGL" means Xxxxxx Xxxxxx Natural Gas Liquids
Corporation, a Delaware corporation.
All references to "ENGL" throughout the Partnership Agreement are
hereby replaced with "KMNGL".
3. (a) Except as amended hereby, the terms and
provisions of the Partnership Agreement shall remain in
full force and effect.
(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first written above.
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GENERAL PARTNER:
KINDER XXXXXX X.X., INC.
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
President
LIMITED PARTNER:
XXXXXX XXXXXX ENERGY PARTNERS, L.P.
By: Kinder Xxxxxx X.X., Inc.,
General Partner
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
President
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