FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EPE HOLDINGS, LLC
EXHIBIT
3.6
FIRST
AMENDMENT
TO
THE
THIRD
AMENDED AND RESTATED LIMITED
OF
EPE
HOLDINGS, LLC
This First Amendment dated November 6,
2008 to the Third Amended and Restated Limited Liability Company Agreement (this
“Amendment”) of EPE Holdings, LLC (“EPE GP”), dated November 7, 2007, is
executed by Xxx Xxxxxx LLC (“DDLLC”). Capitalized terms used but not
defined in this Amendment shall have the meaning set forth in the Limited
Liability Company Agreement of EPE GP dated November 7, 2007 (the “LLC
Agreement”).
RECITALS
WHEREAS, DDLLC is the sole member of
EPE GP;
WHEREAS, EPE GP owns a 0.01% general
partnership interest in Enterprise GP Holdings L.P., a Delaware limited
partnership (“EPE LP”), and is the sole general partner of EPE LP;
WHEREAS, the Company has determined
that it is advisable to amend the LLC Agreement.
NOW, THEREFORE, in consideration of the
agreements and obligations set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and
intending to be legally bound, DDLLC hereby agrees as follows:
AGREEMENT
1. Section
6.06(i) of the LLC Agreement shall be deleted and restated in its entirety as
follows:
(i) No amendment,
modification or repeal of this Section 6.06 or any provision hereof shall
in any manner terminate, reduce or impair either the right of any past, present
or future Indemnitee to receive indemnification (including expense advancement
as provided by Section 6.06(b)) from the Company or the obligation of the
Company to indemnify, or advance the expenses of, any such Indemnitee under and
in accordance with the provisions of this Section 6.06 as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part, prior
to such amendment, modification or repeal, regardless of when such claims may
arise or be asserted, and provided such Person became an Indemnitee hereunder
prior to such amendment, modification or repeal.
2. Except as
otherwise expressly provided by this Amendment, all of the terms, conditions and
provisions of the LLC Agreement shall remain the same. This Amendment shall be
governed by and construed under the laws of the State of Delaware as applied to
agreements entered into solely between residents of, and to be performed
entirely within, such state.
[Signature Page
Follows]
IN
WITNESS WHEREOF, the undersigned has executed this Amendment to Limited
Liability Company Agreement as of November 6, 2008.
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XXX
XXXXXX LLC
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(Sole
Member of EPE Holdings, LLC)
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By: /s/ W. Xxxxxxx
Xxxxxx
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Name: W.
Xxxxxxx Xxxxxx
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Title:
Executive Vice President and Chief Financial
Officer
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