THIRD AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
ENRON LIQUIDS PIPELINE, L.P.
THIS THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF ENRON LIQUIDS PIPELINE, L.P. (this "Amendment"), dated effective
as of February 14, 1997, is executed by Kinder Xxxxxx X.X., Inc.(formerly Enron
Liquids Pipeline Company), a Delaware corporation, in its capacity as the
General Partner (the "General Partner") of Enron Liquids Pipeline, L.P., a
Delaware limited partnership (the "Partnership").
RECITALS
Pursuant to the terms of that certain Amended and Restated Agreement of
Limited Partnership of Enron Liquids Pipeline, L.P., dated as of August 6, 1992,
by and among the General Partner, the Organizational Limited Partner and the
Limited Partners referred to on the signature page thereof (as amended, the
"Partnership Agreement"), the General Partner has the power and authority to
effect certain amendments to the Partnership Agreement without the approval of,
and pursuant to the power of attorney granted in favor of the General Partner
by, the Limited Partners and any Assignees.
Acting pursuant to such power and authority, the General Partner desires to
cause the Partnership Agreement to be amended as set forth herein.
AGREEMENT
NOW THEREFORE, it is agreed as follows:
1. Article One, Section 1.2 of the Partnership Agreement as presently
constituted is hereby altered by deleting the first sentence of that section and
hereby adding the following sentence it its place:
"The name of the Partnership shall be 'Xxxxxx
Xxxxxx Energy Partners, L.P.'"
All references to "Enron Liquids Pipeline, L.P." throughout the
Partnership Agreement are hereby replaced with "Xxxxxx Xxxxxx Energy Partners,
L.P."
2. Article Two of the Partnership Agreement as presently constituted is
hereby altered by deleting the term "ELPC" and the corresponding definition in
their entirety, and the following is hereby added to Article Two (in appropriate
alphabetical order):
"KMGP" means Kinder Xxxxxx X.X., Inc., a Delaware
corporation."
All references to "ELPC" throughout the Partnership Agreement are
hereby replaced with "KMGP".
3. (a) Except as amended hereby, the terms and
provisions of the Partnership Agreement shall remain in
full force and effect.
(b) This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first written above.
GENERAL PARTNER:
KINDER XXXXXX X.X., INC.
By: /s/
Xxxxxx X. Xxxx
President
LIMITED PARTNERS:
All Limited Partners heretofore and hereafter
admitted as limited partners of the Partnership,
pursuant to Powers of Attorney heretofore and
hereafter executed in favor of, and granted and
delivered to, the General Partner.
By: Kinder Xxxxxx X.X., Inc.,
General Partner, as
attorney- in-fact for all
Limited Partners pursuant
to the Powers of Attorney
granted pursuant to
Section 1.4 of the
Partnership Agreement
By: /s/
Xxxxxx X. Xxxx
President
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