EXHIBIT 3.2
AMENDMENT TO THE
LIMITED PARTNERSHIP AGREEMENT OF
HANOVER COMPRESSION LIMITED PARTNERSHIP (THE "PARTNERSHIP")
This Amendment to the Limited Partnership Agreement of Hanover
Compression Limited Partnership ("Partnership Agreement") is made and entered
into as of the 29th day of December, 2000, by and between Hanover Compression
General Holdings, LLC, a Delaware limited liability company ("Hanover General
Holdings"), and Hanover Compression Limited Holdings, LLC, a Delaware limited
liability company (the "Limited Partner").
WHEREAS, the original Partnership Agreement is dated December
8, 2000 by and among Hanover LLC 3, LLC, a Delaware limited liability
company, as general partner, and the Limited Partner, as limited
partner.
WHEREAS, effective as of December 29, 2000, Hanover LLC 3, LLC
merged with and into Hanover General Holdings.
NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Partnership amends its Partnership
Agreement and Hanover General Holdings acknowledges its obligations
hereunder as follows:
1. The table set forth in Schedule A to the Partnership
Agreement is amended to read, in its entirety, as
follows:
GENERAL PARTNER PERCENTAGE INTEREST INITIAL CAPITAL CONTRIBUTION
--------------- ------------------- ----------------------------
Hanover Compression General Holdings, LLC 1% $ 10
LIMITED PARTNER
Hanover Compression Limited Holdings, LLC 99% $990
2. Hanover General Holdings agrees to be bound by the terms of
the Partnership Agreement.
3. Hanover General Holdings and the Limited Partner agree to
continue the business of the Partnership without dissolution.
Dated as of December 29, 2000
HANOVER COMPRESSION GENERAL HOLDINGS, LLC,
as General Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Its: Vice President
HANOVER COMPRESSION LIMITED HOLDINGS, LLC,
as Limited/Partner
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Wilfiam X. Xxxxxxxx
Its: Vice President
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