FIRST AMENDMENT TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
ENRON TRANSPORTATION SERVICES, L.P.
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF ENRON TRANSPORTATION SERVICES, L.P. (this "Amendment"), dated
effective as of February 14, 1997, is executed by Kinder ▇▇▇▇▇▇ ▇.▇.,
Inc.(formerly Enron Liquids Pipeline Company), a Delaware corporation, in its
capacity as the General Partner (the "General Partner") of Enron Liquids
Pipeline Operating Limited Partnership, a Delaware limited partnership (the
"Partnership"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇ Energy Partners, L.P. (formerly known as Enron
Liquids Pipeline, L.P.), in its capacity as the sole limited partner of the
Partnership (the "Limited Partner").
The General Partner and the Limited Partner hereby desire to cause the
Partnership Agreement to be amended as set forth herein.
AGREEMENT
NOW THEREFORE, it is agreed as follows:
1. Article One, Section 1.2 of the Partnership Agreement as presently
constituted is hereby altered by deleting the first sentence of that section and
hereby adding the following sentence it its place:
The name of the Partnership shall be and the
business of the Partnership shall be conducted under the
name of "▇▇▇▇▇▇ ▇▇▇▇▇▇ Operating L.P. 'B'."
All references to "Enron Transportation Services,
L.P." throughout the Partnership Agreement are hereby
replaced with "▇▇▇▇▇▇ ▇▇▇▇▇▇ Operating L.P. 'B'"
2. Article Two of the Partnership Agreement as presently constituted is
hereby altered by deleting the term "ELPC" and the corresponding definition in
their entirety, and the following is hereby added to Article Two (in appropriate
alphabetical order):
"KMGP" means Kinder ▇▇▇▇▇▇ ▇.▇., Inc., a Delaware
corporation."
All references to "ELPC" throughout the Partnership Agreement are
hereby replaced with "KMGP".
3. (a) Except as amended hereby, the terms and
provisions of the Partnership Agreement shall remain in
full force and effect.
(b) 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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the date first written above.
GENERAL PARTNER:
KINDER ▇▇▇▇▇▇ ▇.▇., INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
President
LIMITED PARTNER:
▇▇▇▇▇▇ ▇▇▇▇▇▇ ENERGY PARTNERS, L.P.
By: Kinder ▇▇▇▇▇▇ ▇.▇., Inc.,
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
President
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