EXHIBIT 3.15
AMENDMENT NO. 1 TO
LIMITED LIABILITY COMPANY AGREEMENT OF
EOTT ENERGY GENERAL PARTNER, L.L.C.
THIS AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT OF EOTT
ENERGY GENERAL PARTNER, L.L.C. (this "Amendment"), dated as of August 29,
2001, is being executed by EOTT Energy Partners, L.P., a Delaware limited
partnership and sole member of EOTT Energy General Partner, L.L.C. (the
"Member"), and each of the undersigned individuals, in their capacity as
members of the Board of Directors of EOTT Energy General Partner, L.L.C.,
pursuant to Section 10.5 of the Limited Liability Company Agreement of EOTT
Energy General Partner, L.L.C. dated as of June 27, 2001 (the "LLC
Agreement").
WHEREAS, Section 10.5 of the LLC Agreement provides that the LLC Agreement
may be amended or restated only with the approval of the Board and the Member;
and
WHEREAS, in order for EOTT Energy General Partner, L.L.C. (the "Company")
to satisfy its obligations pursuant to Section 2.4 of that certain
Reorganization Agreement dated as of the date hereof by and among the Company,
EOTT Energy Corp., a Delaware corporation (the "MLP General Partner"), EOTT
Energy Partners, L.P., a Delaware limited partnership, EOTT Energy Operating
Limited Partnership, a Delaware limited partnership, EOTT Energy Pipeline
Limited Partnership, a Delaware limited partnership, and EOTT Energy Canada
Limited Partnership, a Delaware limited partnership (the "Reorganization
Agreement"), it is necessary for the Member and the Board to amend the LLC
Agreement;
NOW, THEREFORE, the LLC Agreement is amended as follows:
1. AMENDMENT TO PROVIDE FOR ADDITIONAL MEMBER INTERESTS. Article 3 of
the LLC Agreement is hereby amended to add the following section immediately
after Section 3.3.
"3.4 ADDITIONAL MEMBER INTERESTS. The Board is hereby authorized to
create and issue additional Member Interests in the Company and, if
appropriate, to assign a Sharing Ratio to such additional Member Interest,
for the sole purpose of satisfying the Company's obligations pursuant to
Section 2.4 of that certain Reorganization Agreement dated as of August
29, 2001 by and among the Company, EOTT Energy Partners, L.P., a Delaware
limited partnership, EOTT Energy Operating Limited Partnership, a Delaware
limited partnership, EOTT Energy Pipeline Limited Partnership, a Delaware
limited partnership, EOTT Energy Canada Limited Partnership, a Delaware
limited partnership, and EOTT Energy Corp., a Delaware corporation. Upon
issuance of an additional Member Interest pursuant to this Section 3.4,
the person to whom the additional Member Interest is issued shall be
admitted as a member of the Company."
2. CREATION AND ISSUANCE OF ADDITIONAL MEMBER INTEREST. Effective
contemporaneously with the effectiveness of the Reorganization Agreement, the
Board hereby (i)
creates and issues the additional member interest in the Company referenced in
Section 2.4 of the Reorganization Agreement (the "Additional Member Interest")
to the MLP General Partner and admits the MLP General Partner as a member of the
Company.
3. APPROVAL OF DISPOSITION OF ADDITIONAL MEMBER INTEREST. The Board hereby
approves the Disposition by the MLP General Partner of the Additional Member
Interest to the Member as contemplated pursuant to Section 2.5 of the
Reorganization Agreement and waives any right it may have to receive any of the
documents listed in Section 3.2 of the LLC Agreement with respect to such
Disposition.
4. CAPITALIZED TERMS. Capitalized terms used but not defined herein are
used as defined in the LLC Agreement. This Amendment will be governed by and
construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, this Amendment has been executed as of the date first
written above.
MEMBER:
EOTT ENERGY PARTNERS, L.P.
By: EOTT Energy Corp., its general partner
By: /s/ XXXX R, XXXXX
---------------------------------------
Xxxx X. Xxxxx
President and Chief Operating Officer
BOARD OF DIRECTORS:
/s/ XXXXXXXX X. XXXXXXXX
------------------------------------------
Xxxxxxxx X. Xxxxxxxx
/s/ XXXXXXX XXXXXX
------------------------------------------
Xxxxxxx Xxxxxx
/s/ XXXX X. XXXXX
------------------------------------------
Xxxx X. Xxxxx
2
