EXHIBIT 3.B.2
SECOND AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
EL PASO ENERGY PARTNERS, L.P.
This Second Amendment (this "Amendment") dated and effective at 8:00
a.m. Houston, Texas time on May 5, 2003 (the "Amendment Date"), to the Second
Amended and Restated Agreement of Limited Partnership of El Paso Energy
Partners, L.P., amended and restated effective as of August 31, 2000 (as in
effect on this Amendment Date, including any exhibits thereto, the "Partnership
Agreement"), is entered into by and among El Paso Energy Partners Company, a
Delaware corporation, as the General Partner, and the Limited Partners.
INTRODUCTION
A. The Partnership desires to ensure that approval by all of the
directors of the General Partner's board of directors will be obtained prior to
the Partnership voluntarily entering into bankruptcy or similar proceedings.
B. The Partnership desires to provide that all Outstanding Voting Units
held by the General Partner and its Affiliates would be excluded from any
Limited Partner vote relating to the removal of the General Partner.
C. As a result, it is necessary or desirable to amend the Partnership
Agreement.
AGREEMENT
In consideration of the covenants, conditions and agreements contained
herein, pursuant to Section 15.1 of the Partnership Agreement, the Partnership
Agreement is hereby amended as set forth herein.
1. CAPITALIZED TERMS. Any capitalized term that is not defined in this
Amendment shall have the meaning ascribed to that term by the Partnership
Agreement.
2. AMENDMENTS.
A. The following provision is hereby added to the Partnership Agreement
as Section 6.3(e) thereof:
"(e) (i) Notwithstanding any other provision of this
Agreement, the General Partner is not authorized to institute or
initiate on behalf of, or otherwise cause, the Partnership or any of
the Operating Companies to,
(A) make a general assignment for the benefit of
creditors;
(B) file a voluntary bankruptcy petition;
(C) file a petition seeking for the Partnership or
any of the Operating Companies a reorganization, arrangement,
composition, readjustment liquidation, dissolution or similar
relief under any law; or
(D) seek the appointment of a trustee, receiver or
liquidator of the Partnership or any of the Operating
Companies or of all or any substantial part of any of the
properties of any of them
unless such action has been approved by all of the directors on the
General Partner's board of directors.
(ii) No provision of this Section 6.3(e) shall be amended,
altered, changed, repealed or rescinded in any respect unless such
amendment is approved by the written consent or the affirmative vote of
all of the directors on the General Partner's board of directors.
B. The second sentence of Section 10.1 of the Partnership Agreement is
hereby deleted in its entirety and replaced with the following:
"Unit Certificates shall be executed on behalf of the Partnership by
any officer of either the General Partner or the Partnership."
C. Section 13.2 of the Partnership Agreement is hereby deleted in its
entirety and replaced with the following:
"13.2 Removal of the General Partner. The General Partner may be
removed with or without Cause if such removal is approved by at least
66 2/3% of the Outstanding Voting Units (excluding for this purpose
Units held by the General Partner and its Affiliates). Any such action
by such Limited Partners for removal of the General Partner also must
provide for the election of a new General Partner by the holders of a
majority of the Outstanding Voting Units (excluding for this purpose
Units held by the General Partner and its Affiliates). Such removal
shall be effective immediately following the admission of the successor
General Partner pursuant to Article XII. The right of such Limited
Partners to remove the General Partner shall not exist or be exercised
unless the Partnership has received an Opinion of Counsel opining as to
the matters covered by a Withdrawal Opinion of Counsel. Any such
successor General Partner shall be subject to the provisions of Section
12.3."
D. Section 15.4 of the Partnership Agreement is hereby deleted in its
entirety and replaced with the following:
"15.4 Meetings. All acts of Limited Partners to be taken hereunder
shall be taken in the manner provided in this Article XV. Meetings of
the Limited Partners may be called only by the General Partner or, with
respect to meetings called to remove the General Partner, by Limited
Partners owning 66 2/3% or more of the Outstanding Voting Units
(excluding for this purpose Units held by the General Partner and its
Affiliates). Limited Partners shall call a meeting to
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remove the General Partner by delivering to the General Partner one or
more requests in writing stating that the signing Limited Partners wish
to call a meeting to remove the General Partner. Within 60 days after
receipt of such a call from Limited Partners or within such greater
time as may be reasonably necessary for the Partnership to comply with
any statutes, rules, regulations, listing agreements or similar
requirements governing the holding of a meeting or the solicitation of
proxies for use at such a meeting, the General Partner shall send a
notice of the meeting to the Limited Partners either directly or
indirectly through the Transfer Agent. A meeting shall be held at a
time and place determined by the General Partner on a date not more
than 60 days after the mailing of notice of the meeting. Limited
Partners shall not vote on matters that would cause the Limited
Partners to be deemed to be taking part in the management and control
of the business and affairs of the Partnership so as to jeopardize the
Limited Partners' limited liability under the Delaware Act or the law
of any other state in which the Partnership is qualified to do
business."
3. MISCELLANEOUS.
A. PRONOUNS AND PLURALS. Whenever the context may require, any pronoun
used in this Amendment shall include the corresponding masculine, feminine or
neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice-versa.
B. BINDING EFFECT. 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.
C. INTEGRATION. This Amendment constitutes the entire agreement among
the parties hereto pertaining to the subject matter hereof and supersedes all
prior agreements and understandings pertaining thereto.
D. COUNTERPARTS. This Amendment may be executed in counterparts, all of
which together shall constitute an agreement binding on all of the parties
hereto, notwithstanding that all such parties are not signatories to the
original or the same counterpart. Each party shall become bound by this
Amendment immediately upon affixing its signature hereto or, in the case of a
Person acquiring a Unit, upon executing and delivering a Transfer Application as
described in the Partnership Agreement, independently of the signature of any
other party.
E. APPLICABLE LAW. This Amendment shall be construed in accordance with
and governed by the laws of the State of Delaware, without regard to the
principles of conflicts of law.
F. INVALIDITY OF PROVISIONS. If any provision of this Amendment is or
becomes invalid, illegal or unenforceable in any respect the validity, legality
and enforceability of the remaining provisions contained herein shall not be
affected thereby.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the Amendment Date.
GENERAL PARTNER
El Paso Energy Partners Company, a Delaware
corporation
By: /s/ D. ▇▇▇▇ ▇▇▇▇▇▇
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D. ▇▇▇▇ ▇▇▇▇▇▇
Chief Operating Officer
LIMITED PARTNERS
All Limited Partners now and hereafter admitted
as limited partners of the Partnership, pursuant
to Powers of Attorney now and hereafter executed
in favor of, and granted and delivered to, the
General Partner.
By: El Paso Energy Partners Company, as attorney
-in-fact for all Limited Partners pursuant to
Powers of Attorney granted pursuant to Section
1.4 of the Partnership Agreement.
By: /s/ D. ▇▇▇▇ ▇▇▇▇▇▇
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D. ▇▇▇▇ ▇▇▇▇▇▇
Chief Operating Officer
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