Contract
Exhibit 3.4
AMENDMENT
NO. 2 TO THE AMENDED AND RESTATED
AGREEMENT
OF LIMITED PARTNERSHIP OF
XXXXXX
ENERGY PARTNERS L.P.
This
Amendment No. 2 (this “Amendment
No.2”) to the Amended and Restated Agreement of Limited Partnership of
Xxxxxx Energy Partners L.P. dated effective as of February 5, 2007 (the “Partnership
Agreement”) is hereby adopted by DEP Holdings, LLC, a Delaware limited
liability company (the “General
Partner”), as general partner of the Partnership. Capitalized
terms used but not defined herein are used as defined in the Partnership
Agreement.
WHEREAS, acting pursuant to
the power and authority granted to it under Section 13.1(d) of the
Partnership Agreement, the General Partner has determined that the following
amendment to the Partnership Agreement does not require the approval of any
Limited Partner.
NOW THEREFORE, the General
Partner does hereby amend the Partnership Agreement as follows:
Section 1.
Sections 7.7(i) is hereby amended to read in full as follows:
(i)
No amendment, modification or repeal of this
Section 7.7 or
any provision hereof shall in any manner terminate, reduce or impair the right
of any past, present or future Indemnitee to receive indemnification (including
expense advancement as provided by Section 7.7(b)) from the Partnership, nor the
obligations of the Partnership to indemnify, or advance the expenses of, any
such Indemnitee under and in accordance with the provisions of this Section 7.7 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.
Section 2.
Except as hereby amended, the Partnership Agreement shall remain in full force
and effect.
Section 3. This
Amendment No. 2 shall be governed by, and interpreted in accordance with, the
laws of the State of Delaware, all rights and remedies being governed by such
laws without regard to principles of conflicts of laws.
IN WITNESS WHEREOF, this
Amendment No. 2 has been executed as of November 6, 2008.
GENERAL
PARTNER:
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DEP
HOLDINGS, LLC
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/s/ Xxxxxxx X.
Xxxxxxxx
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Xxxxxxx
X. Xxxxxxxx
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President
and Chief Executive Officer
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