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EXHIBIT 3.2
AMENDMENT NO. 3
TO THE
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
LEVIATHAN GAS PIPELINE PARTNERS, L.P.
This Amendment, dated as of November 30, 1999 (this "Amendment"), to
the Amended and Restated Agreement of Limited Partnership of Leviathan Gas
Pipeline Partners, L.P., a Delaware limited partnership (the "Partnership"),
dated as of February 19, 1993 (the "Partnership Agreement"), is entered into by
and among Leviathan Gas Pipeline Company, a Delaware corporation (the "General
Partner"), as the general partner of the Partnership, and the Limited Partners
(as defined in the Partnership Agreement).
RECITALS
WHEREAS, the names of both the General Partner and the Partnership are
being changed, effective as of December 1, 1999; and
WHEREAS, the General Partner deems it to be in the Partnership's best
interests to amend the Partnership Agreement to reflect the current names of the
General Partner and the Partnership.
NOW, THEREFORE, AND IN CONSIDERATION of the mutual covenants,
conditions and agreements contained in this Amendment, the parties hereto agree
as follows:
AGREEMENT
1. Undefined Terms. Undefined terms used herein shall have the meanings
ascribed such terms in the Partnership Agreement.
2. Amendments.
All references to the General Partner contained in the
Partnership Agreement shall hereafter be deemed to mean "El
Paso Energy Partners Company" and all references to the
Partnership contained in the Partnership Agreement shall
hereafter be deemed to mean "El Paso Energy Partners, L.P."
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
30th day of November 1999.
EL PASO ENERGY PARTNERS COMPANY
as General Partner
By: /s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
Chief Executive Officer
EL PASO ENERGY PARTNERS COMPANY
as Attorney-in-Fact for all Limited
Partners
By: /s/ XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
Chief Executive Officer
