FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEXAS EASTERN PRODUCTS PIPELINE COMPANY, LLC
Exhibit
3.6
FIRST
AMENDMENT
TO
THE
AMENDED
AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
TEXAS
EASTERN PRODUCTS PIPELINE COMPANY, LLC
This First Amendment dated November 6,
2008 to the Amended and Restated Limited Liability Company Agreement (this
“Amendment”) of Texas Eastern Products Pipeline Company, LLC (“TEPPCO GP”),
dated May 7, 2007, is executed by Enterprise GP Holdings L.P.
(“EPE”). Capitalized terms used but not defined in this Amendment
shall have the meaning set forth in the Limited Liability Company Agreement of
TEPPCO GP dated May 7, 2007 (the “LLC Agreement”).
RECITALS
WHEREAS, EPE Holdings, LLC (the
“Company”) owns a 0.01% general partner interest in and is the sole general
partner of EPE;
WHEREAS, EPE is the sole member of
TEPPCO GP;
WHEREAS, TEPPCO GP owns a 2% general
partnership interest in TEPPCO Partners, L.P., a Delaware limited partnership
(“TEPPCO LP”), and is the sole general partner of TEPPCO LP;
WHEREAS, the Company, in its capacity
as general partner of EPE, has determined that it is advisable to amend the LLC
Agreement.
NOW, THEREFORE, in consideration of the
agreements and obligations set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and
intending to be legally bound, EPE hereby agrees as follows:
AGREEMENT
1. Section
6.06(i) of the LLC Agreement shall be deleted and restated in its entirety as
follows:
(i) No
amendment, modification or repeal of this Section 6.06 or any provision
hereof shall in any manner terminate, reduce or impair either the right of any
past, present or future Indemnitee to receive indemnification (including expense
advancement as provided by Section 6.06(b)) from the Company or the obligation
of the Company to indemnify, or advance the expenses of, any such Indemnitee
under and in accordance with the provisions of this Section 6.06 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.
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2. Except
as otherwise expressly provided by this Amendment, all of the terms, conditions
and provisions of the LLC Agreement shall remain the same. This Amendment shall
be governed by and construed under the laws of the State of Delaware as applied
to agreements entered into solely between residents of, and to be performed
entirely within, such state.
[Signature Page
Follows]
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IN
WITNESS WHEREOF, the undersigned has executed this Amendment to Limited
Liability Company Agreement as of November 6, 2008.
ENTERPRISE GP HOLDINGS
L.P.
(Sole Member of Texas Eastern Products
Pipeline
Company,
LLC)
By: EPE
Holdings, LLC, its general partner
By: /s/ W. ▇▇▇▇▇▇▇
▇▇▇▇▇▇
Name: W. ▇▇▇▇▇▇▇
▇▇▇▇▇▇
Title: Executive
Vice President and Chief
Financial
Officer
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