Exhibit 3.2
AMENDMENT TO PARTNERSHIP AGREEMENT
KANEB PIPE LINE OPERATING PARTNERSHIP, L.P.
This Amendment (this "Amendment") to Partnership Agreement is entered into
by and among Kaneb Pipeline Company LLC , a Delaware limited liability company
(the "General Partner"), as general partner of Kaneb Pipe Line Operating
Partnership, L.P., a Delaware limited partnership (the "Partnership"), and Kaneb
Pipe Line Partners, L.P. (the "Limited Partner") as the limited partner of the
Partnership, as hereinafter provided.
WHEREAS, the General Partner and the Limited Partner entered into that
certain Amended and Restated Agreement of Limited Partnership of the Partnership
dated September 27, 1989 (the "Partnership Agreement"), and
WHEREAS, the General Partner and the Limited Partner desire to amend
Section 2.5 of the Partnership Agreement as set forth herein; and
Now, Therefore, the General Partner does hereby amend Section 2.5 of the
Partnership Agreement to provide, in its entirety, as follows:
"2.5 Term. The Partnership commenced upon the filing of the Certificate of
Limited Partnership in accordance with the Delaware Act on September 13, 1989,
and shall continue in existence in perpetuity, unless earlier terminated in
accordance with any provisions of this Agreement."
This Amendment shall be effective as of June 30, 2003, regardless of when
it is executed.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands this
27th day of October, 2003.
GENERAL PARTNER:
KANEB PIPE LINE COMPANY LLC
By: //s// XXXXXX X. XXXXXXXXX
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President, Treasurer
and Secretary
LIMITED PARTNER:
Kaneb Pipe Line Partners, L.P.
By: Kaneb Pipe Line Company LLC,
as its sole general partner
By: //s// XXXXXX X. XXXXXXX
Name: Xxxxxx X. Xxxxxxx
Title: Chairman of the Board
and Chief Executive Officer
