EXHIBIT 3.4
AMENDMENT NO. 1
TO
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
EOTT ENERGY LLC
This Amendment No. 1 (this "Amendment") to the Amended and Restated
Limited Liability Company Agreement, dated as of March 1, 2003 (the "Limited
Liability Company Agreement"), of EOTT Energy LLC, a Delaware limited liability
company (the "Company"), is being executed by the undersigned authorized person
pursuant to Sections 1.3 and 15.1 of the Limited Liability Company Agreement.
WHEREAS, Sections 1.3 and 15.1 of the Limited Liability Company Agreement
authorize the Board of Directors of the Company (the "Board of Directors"), in
its sole discretion, to change the name of the Company at any time and to amend
the Limited Liability Company Agreement without the approval of any Member or
Assignee to reflect a change in the name of the Company; and
WHEREAS, on August 12, 2003, the Board of Directors duly adopted a
resolution (i) approving a change of the name of the Company from EOTT Energy
LLC to Link Energy LLC (the "Name Change"), and (ii) authorizing and directing
the officers of the Company to take all actions necessary or advisable to effect
the Name Change;
NOW, THEREFORE, the Limited Liability Company Agreement is hereby amended
as follows:
1. Article I of the Limited Liability Company Agreement is hereby
amended by deleting Section 1.3 thereof in its entirety and replacing in lieu
thereof a new Section 1.3 reading in its entirety as follows:
"SECTION 1.3 NAME. The name of the Company shall be "Link Energy
LLC." The Company's business may be conducted under any other name or names
deemed necessary or appropriate by the Board of Directors. The words "Limited
Liability Company," "L.L.C." or similar words or letters shall be included in
the Company's name where necessary for the purposes of complying with the laws
of any jurisdiction that so requires. The Board of Directors, in its sole
discretion, may change the name of the Company at any time and from time to time
and shall notify the Members of such change in the next regular communication to
Members."
2. All other references in the Limited Liability Company Agreement to
"EOTT Energy LLC" shall be replaced with a reference to "Link Energy LLC." All
other terms and conditions of the Limited Liability Company Agreement shall be
unchanged and remain in full force and effect. On or after the date listed
below, each reference in the Limited Liability Company Agreement to "this
Agreement," "hereunder," "hereof," "herein" or words of like
EXHIBIT 3.4
import, and any reference to the Limited Liability Company Agreement in any
certificate or document delivered in connection therewith, shall mean and be a
reference to the Limited Liability Company Agreement as amended hereby.
3 All capitalized terms used in this Amendment but not defined herein
shall have the meanings ascribed to such terms in the Limited Liability Company
Agreement.
4. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware.
IN WITNESS WHEREOF, the undersigned authorized person has executed this
Amendment to the Limited Liability Company Agreement on behalf of the Board of
Directors effective as of the first day of October, 2003.
/s/ XXXXXX X. XXXXXXXX
-----------------------------------
Xxxxxx X. Xxxxxxxx
Chief Executive Officer
