AMENDMENT NO. 2 TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEPPCO PARTNERS, L.P.
Exhibit
3.5
AMENDMENT
NO. 2
OF
TEPPCO
PARTNERS, L.P.
This
Amendment No. 2 (this “Amendment
No. 2”) to the Fourth Amended and Restated Agreement of Limited
Partnership of TEPPCO Partners, L.P. dated effective as of December 8, 2006 (as
amended by Amendment No. 1 thereto adopted effective as of December 27, 2007,
the “Partnership
Agreement”) is hereby adopted by Texas Eastern Products Pipeline Company,
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 15.1(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 6.7(i) is hereby amended to read in full as follows:
(i)
No amendment, modification or repeal of this
Section 6.7 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 6.7(b))
from the Partnership, nor the obligation of the Partnership to indemnify, or
advance the expenses of, any such Indemnitee under and in accordance with the
provisions of this Section 6.7 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.
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.
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GENERAL
PARTNER:
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TEXAS
EASTERN PRODUCTS PIPELINE COMPANY, LLC
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By: /s/ ▇▇▇▇▇ ▇.
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▇▇▇▇▇ ▇.
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President
and Chief Executive Officer
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