Exhibit 3.2
AMENDMENT TO PARTNERSHIP AGREEMENT
KANEB PIPE LINE PARTNERS, L.P.
This Amendment (this "Amendment") to Partnership Agreement is entered into
by and among Kaneb Pipeline Company LLC , a Delaware limited liability company
(the "General Partner"), as general partner of Kaneb Pipe Line Partners, L.P., a
Delaware limited partnership (the "Partnership"), and the limited partners of
the Partnership, as hereinafter provided.
WHEREAS, the General Partner and the other parties entered into that
certain Amended and Restated Agreement of Limited Partnership of the Partnership
dated July 23, 1998 (the "Partnership Agreement"), and
WHEREAS, the General Partner desires to amend Section 2.5 of the
Partnership Agreement as set forth herein; and
WHEREAS, Section 16.1 of the Partnership Agreement permits the General
Partner to amend such agreement to reflect a change that, in the sole discretion
of the General Partner, does not adversely affect the Limited Partners in any
material respect or a change that is necessary or desirable to satisfy any
requirements, conditions, or guidelines contained in any opinion, directive,
order, ruling or regulation of any federal or state agency or contained in any
federal or state statute; and
WHEREAS, the General Partner has determined that each of the changes
effected hereby is permitted by an amendment to the agreement of limited
partnership of the Partnership effected by the General Partner without the
consent of any Limited Partners or Assignee;
Now, Therefore, the General Partner does hereby amend Section 2.5 of the
Partnership Agreement to provide, in its entirety, as follows:
"2.5 Term. The Partnership commenced upon the filing of the Certificate of
Limited Partnership in accordance with the Delaware Act on August 14, 1989, and
shall continue in existence in perpetuity, unless earlier terminated in
accordance with any provisions of this Agreement."
This Amendment shall be effective as of June 30, 2003, regardless of when
it is executed.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands this
27th day of October, 2003.
GENERAL PARTNER:
KANEB PIPE LINE COMPANY LLC
By: //s// XXXXXX X. XXXXXXXXX
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President, Treasurer
and Secretary
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: Kaneb Pipe Line Company LLC, as
attorney-in-fact for all Limited
Partners pursuant to the Powers of
Attorney granted pursuant to Article 10
of the Partnership Agreement
By: //s// XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Chairman of the Board
and Chief Executive Officer
