EXHIBIT 3.10
AMENDMENT NO. 3
TO
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP
OF
EOTT ENERGY CANADA LIMITED PARTNERSHIP
This Amendment No. 3 (this "Amendment") to the Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement") of EOTT Energy
Canada Limited Partnership, a Delaware limited partnership (the "Partnership"),
is being executed by the undersigned pursuant to Sections 1.2, 1.4 and 14.1 of
the Partnership Agreement.
WHEREAS, Sections 1.2, 1.4 and 14.1 of the Partnership Agreement authorize
the General Partner of the Partnership pursuant to its powers of attorney from
the Limited Partner of the Partnership to change the name of the Partnership at
any time and to amend the Partnership Agreement without the approval of the
Limited Partner to reflect a change in the name of the Partnership; and
WHEREAS, effective October 1, 2003, the name of the General Partner has
changed from EOTT Energy General Partner, L.L.C. to Link Energy General Partner
LLC; and
WHEREAS, effective October 1, 2003, the name of the Limited Partner has
changed from EOTT Energy Operating Limited Partnership to Link Energy Limited
Partnership; and
WHEREAS, the Board of Directors of the General Partner has duly adopted
resolutions (i) approving the change of the name of the Partnership from EOTT
Energy Canada Limited Partnership to Link Energy Canada Limited Partnership, and
(ii) authorizing the officers of the General Partner to take all action
necessary or advisable to effect the name change;
NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:
1. Article I of the Partnership Agreement is hereby amended by deleting
Section 1.2 thereof in its entirety and replacing in lieu thereof a new Section
1.2 reading in its entirety as follows:
"1.2 NAME. The name of the Partnership shall be, and the business
of the Partnership shall be conducted under the name of, "Link Energy Canada
Limited Partnership." The Partnership's business may be conducted under any
other name or names deemed necessary or appropriate by the General Partner,
including, without limitation, the name of the General Partner or any Affiliate
thereof. The words "Limited Partnership," "L.P.," "Ltd." or similar words or
letters shall be included in the Partnership's name where necessary for the
purposes of complying with the laws of any jurisdiction that so requires. The
General Partner in its sole discretion may change the name of the Partnership at
any time and from time to time and shall
notify the Limited Partner of such change in the next regular communication to
the Limited Partner."
2. All other references in the Partnership Agreement to "EOTT Energy
Canada Limited Partnership" shall be replaced with a reference to "Link Energy
Canada Limited Partnership." All references in the Partnership Agreement to EOTT
Energy General Partner, L.L.C. as the General Partner shall be replaced with a
reference to "Link Energy General Partner LLC." All references in the
Partnership Agreement to EOTT Energy Operating Limited Partnership as the
Limited Partner shall be replaced with a reference to "Link Energy Limited
Partnership." All other terms and conditions of the Partnership Agreement shall
be unchanged and remain in full force and effect. On or after the date listed
below, each reference in the Partnership Agreement to "this Agreement,"
"hereunder," "hereof," "herein" or words of like import, and any reference to
the Partnership Agreement in any certificate or document delivered in connection
therewith, shall mean and be a reference to the Partnership 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 Partnership
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 have executed this Amendment to the
Partnership Agreement effective as of the first day of October, 2003.
GENERAL PARTNER:
LINK ENERGY GENERAL PARTNER LLC
/s/ XXXXXX X. XXXXXXXX
---------------------------------------------
Xxxxxx X. Xxxxxxxx
Chief Executive Officer
LIMITED PARTNER:
The Limited Partner, Link Energy Limited
Partnership, pursuant to Powers of Attorney
now and hereafter executed in favor of, and
granted and delivered to, the General Partner
By: Link Energy General Partner LLC,
General Partner, as attorney-in-fact
for the Limited Partner pursuant to
the Powers of Attorney granted
pursuant to Section 1.4 of the
Partnership Agreement
/s/ XXXXXX X. XXXXXXXX
---------------------------------------------
Xxxxxx X. Xxxxxxxx
Chief Executive Officer
