Exhibit 3.3
AGREEMENT OF LIMITED
PARTNERSHIP
OF
BOARDWALK PIPELINES, LP
This AGREEMENT OF LIMITED PARTNERSHIP OF
BOARDWALK PIPELINES, LP (this
“ Agreement ”), is entered into by and
between Boardwalk Operating GP, LLC, as the general partner (the
“ General Partner ”), and Boardwalk
Pipelines Holding Corp., LP., as the limited partner (the “
Initial Limited Partner ”).
The General Partner and the Initial
Limited Partner hereby form a limited partnership pursuant to and
in accordance with the Delaware Revised Uniform Limited Partnership
Act, as amended from time to time (the “ Act
”), and hereby agree as follows:
1.
Name . The name of the limited partnership formed
hereby is Boardwalk Pipelines, LP (the “
Partnership ”).
2.
Purpose . The Partnership is formed for the object and
purpose of, and the nature of the business to be conducted and
promoted by the Partnership is, engaging in any lawful act or
activity for which limited partnerships may be formed under the Act
and engaging in any and all activities necessary or incidental to
the foregoing.
3.
Registered Office
. The registered office of the
Partnership in the State of Delaware is c/o Corporation Service
Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware
19808.
4.
Registered Agent
. The name and address of the
registered agent of the Partnership for service of process on the
Partnership in the State of Delaware is Corporation Service
Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware
19808.
5.
Partners
. The names and the business,
residence or mailing addresses of the General Partner and the
Initial Limited Partner are as follows:
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General Partner :
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Boardwalk Operating GP, LLC
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3800
Frederica Street
Owensboro, KY 42301
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Initial Limited Partner :
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Boardwalk Pipelines Holding Corp.
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3800
Frederica Street
Owensboro, KY 42301
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6.
Powers . The Partnership shall be managed by the
General Partner, and the powers of the General Partner include all
powers, statutory and otherwise, possessed by general partners
under the laws of the State of Delaware. Notwithstanding any
other provisions of this
Agreement, the General Partner is
authorized to execute and deliver any document on behalf of the
Partnership without any vote or consent of any other
partner.
7.
Dissolution
. The Partnership shall dissolve,
and its affairs shall be wound up if (a) all of the partners of the
Partnership approve in writing, (b) an event of w
