FIRST AMENDMENT
TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
SHAMROCK LOGISTICS, L.P.
This First Amendment to the Second Amended and Restated Agreement of
Limited Partnership of Shamrock Logistics, L.P. (the "PARTNERSHIP") is entered
into by and among Riverwalk Logistics, L.P., a Delaware limited partnership
(the "GENERAL PARTNER"), as General Partner of the Partnership, and the
Limited Partners of the Partnership, as hereinafter provided.
WHEREAS, the General Partner and the other parties thereto entered
into that certain Second Amended and Restated Agreement of Limited Partnership
of the Partnership dated as of April 16, 2001 (the "AGREEMENT");
WHEREAS, Article XIII of the Agreement permits the General Partner to
amend the Agreement to change the name of the Partnership and to take certain
other actions which, in the sole discretion of the General Partner, do not
adversely affect the Limited Partners in any material respect, without the
consent of Limited Partners.
NOW THEREFORE, in order to change the name of the Partnership and to
reflect the change in name of the general partner of the General Partner, the
General Partner does hereby amend the Second Amended and Restated Agreement of
Limited Partnership of the Partnership as follows:
1. The definition of "Partnership" in Article I is hereby
amended in its entirety to read as follows:
" 'PARTNERSHIP' means Xxxxxx X.X., a Delaware limited
partnership, and any successors thereto."
2. The definition of "Shamrock GP" in Article I is hereby amended
in its entirety to read as follows:
" 'SHAMROCK GP' means Xxxxxx XX, LLC, a Delaware limited
liability company and the general partner of the General Partner."
3. The first sentence of Section 2.2 is hereby amended to read as
follows:
"The name of the Partnership shall be Xxxxxx X.X."
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
as of the 31st day of December, 2001.
GENERAL PARTNER:
RIVERWALK LOGISTICS, L.P.
By: Xxxxxx XX, LLC (formerly Shamrock
Logistics GP, LLC), its General Partner
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Anastsio
Title: President and Chief Executive Officer
LIMITED PARTNERS:
All Limited Partners now and hereafter admitted as
limited partners of the Partnership, pursuant to
Powers of Attorney now and hereafter executed in
favor of, and granted and delivered to, the
General Partner
By: RIVERWALK LOGISTICS, L.P., General Partner, as
attorney-in-fact for all Limited Partners pursuant
to the Powers of Attorney granted pursuant to
Section 2.6 of the Agreement.
By: Xxxxxx XX, LLC (formerly
Shamrock Logistics GP, LLC), its
General Partner
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Corporate Secretary
