AGREEMENT OF LIMITED PARTNERSHIP
OF
TEPPCO MIDSTREAM COMPANIES,
L.P.
THIS AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TEPPCO MIDSTREAM
COMPANIES, L.P., dated as of February 27, 2007 is entered into
by and between TEPPCO GP, Inc., a Delaware corporation, as the
General Partner (as defined below) and TEPPCO Partners, L.P., a
Delaware limited partnership (“TEPPCO”), as the Limited
Partner (as defined below).
WHEREAS, the
General Partner and the Limited Partner entered into the Agreement
of Limited Partnership of TEPPCO Midstream Companies, L.P. dated as
of September 24, 2001 (the “Previous Partnership
Agreement”);
WHEREAS, on
December 8, 2006, the agreement of limited partnership of
TEPPCO, which is the Limited Partner and the sole stockholder of
the General Partner, was amended and restated, among other things,
to delete therefrom provisions requiring approval of the
unitholders of TEPPCO to amend the partnership agreement of the
Partnership under specified circumstances, such provisions serving
no meaningful purpose once the General Partner became a
wholly-owned subsidiary of TEPPCO; and
WHEREAS, the
General Partner and the Limited Partner desire to amend and restate
the Previous Partnership Agreement in its entirety to make such
changes as they have deemed appropriate in light of matters
described in the foregoing recitals;
NOW, THEREFORE, in
consideration of the covenants, conditions and agreements contained
herein, the General Partner and the Limited Partner do hereby amend
and restate the Previous Partnership Agreement in its entirety as
follows:
The following
definitions shall for all purposes, unless otherwise clearly
indicated to the contrary, apply to the terms used in this
Agreement.
“Affiliate”
means, with respect to any Person, any other Person that directly
or indirectly controls, is controlled by or is under common control
with, the Person in question. As used herein, the term
“control” means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and
policies of a Person, whether through ownership of voting
securities, by contract or otherwise.
“Certificate
of Limited Partnership” means the Certificate of Limited
Partnership filed with the Secretary of State of the State of
Delaware as referenced in Section 2.5, as such Certificate may
be amended and/or restated from time to time.
“Code”
means the Internal Revenue Code of 1986, as amended and in effect
from time to time, as interpreted by the applicable regulations
thereunder. Any reference herein to a specific section or sections
of the Code shall be deemed to include a reference to any
corresponding provision of future law.
“Delaware
Act” means the Delaware Revised Uniform Limited Partnership
Act, 6 Del. C. Section 17-101 et seq ., as amended,
supplemented or restated from time to time, and any successor to
such statute.
“General
Partner” means TEPPCO GP, Inc., a Delaware corporation, in
its capacity as the general partner of the Partnership, and any
successor to TEPPCO GP, Inc., as general partner.
“Indemnitee”
has the meaning given such term in Section 10.1(a).
“Limited
Partner” means TEPPCO, in its capacity as the limited partner
of the Partnership, and any other limited partner admitted to the
Partnership from time to time and that is shown as a limited
partner on the books and records of the Partnership.
“Partner”
means the General Partner or the Limited Partner.
“Partnership”
means TEPPCO Midstream Companies, L.P., a Delaware limited
partnership.
“Partnership
Interest” means the interest of a Partner in the
Partnership.
“Percentage
Interest” means, as of the date of such determination,
(a) 0.001% as to the General Partner and (b) 99.999% as
to the Limited Partner.
“Person”
means an individual or a corporation, partnership, limited
liability company, trust, unincorproated organization, association
or other entity.
“Previous
Partnership Agreement” has the meaning given such term in the
recitals.
“Subsidiary”
means a Person controlled by the Partnership directly, or
indirectly through one or more intermediaries.
“TEPPCO”
means TEPPCO Partners, L.P., a Delaware limited
partnership.
ARTICLE II
ORGANIZATIONAL MATTERS
Section 2.1
Continuation . The General Partner and the Limited Partner
hereby continue this Partnership as a limited partnership pursuant
to the provisions of the Delaware Act. This amendment and
restatement shall become effective on the date of this Agreement.
Except as expressly provided to the contrary in this Agreement, the
rights, duties (including fiduciary duties), liabilities and
obligations of the Partners and the administration, dissolution and
termination of the Partnership shall be governed by the Delaware
Act. The Partnership Interest of each Partner shall be personal
property for all purposes.
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Section 2.2
Name . The name of the Partnership shall be “TEPPCO
Midstream Companies, L.P.” The Partnership’s business
may be conducted under any other name or names deemed necessary or
appropriate by the General Partner, including, without limitation,
the name of the General Partner or any Affiliate thereof. The words
“Limited Partnership,” “L.P.,”
“Ltd.” or similar words or letters shall be included in
the Partnership’s name where necessary for the purposes of
complying with the laws of any jurisdiction that so requires. The
General Partner in its sole discretion may change the name of the
Partnership at any time and from time to time.
Section 2.3
Registered Office; Principal Office . Unless and until
changed by the General Partner, the registered office of the
Partnership in the State of Delaware shall be located at The
Corporation Trust Center, 1209 Orange Street, New Castle County,
Wilmington, Delaware 19801 and the registered agent for service of
process on the Partnership in the State of Delaware at such
registered office shall be The Corporation Trust Company. The
principal office of the Partnership and the address of the General
Partner shall be 1100 Louisiana Street, Houston, Texas 77002, or
such other place as the General Partner may from time to time
designate. The Partnership may maintain offices at such other place
or places within or outside the State of Delaware as the General
Partner deems advisable.
Section 2.4
Term . The Partnership commenced upon the filing of the
Certificate of Limited Partnership in accordance with the Delaware
Act and shall continue in existence until the close of Partnership
business on December 31, 2084, or until the earlier
termination of the Partnership in accordance with the provisions of
this Agreement. The existence of the Partnership as a separate
legal entity shall continue until the cancellation of the
Certificate of Limited Partnership as provided in the Delaware
Act.
Section 2.5
Certificate of Limited Partnership . The General Partner has
caused the Certificate of Limited Partnership to be filed with the
Secretary of State of the State of Delaware as required by the
Delaware Act and shall use all reasonable efforts to cause to be
filed such other certificates or documents as may be determined by
the General Partner in its sole discretion to be reasonable and
necessary or appropriate for the formation, continuation,
qualification and operation of a limited partnership (or a
partnership in which the limited partners have limited liability)
in the State of Delaware or any other state in which the
Partnership may elect to do business or own property. To the extent
that such action is determined by the General Partner in its sole
discretion to be reasonable and necessary or appropriate, the
General Partner shall file amendments to and restatements of the
Certificate of Limited Partnership and do all things to maintain
the Partnership as a limited partnership (or a partnership in which
the limited partners have limited liability) under the laws of the
State of Delaware or of any other state in which the Partnership
may elect to do business or own property.
Section 3.1
Purpose and Business . The purpose and nature of the
business to be conducted by the Partnership shall be (a) to
engage in the gathering of natural gas and natural gas liquids and
related products and related activities, (b) to engage
directly in, or to enter into or form any corporation, partnership,
joint venture, limited liability company or similar arrangement to
engage in, any business activity that may be lawfully conducted by
a limited
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partnership
organized pursuant to the Delaware Act and, in connection
therewith, to exercise all of the rights and powers conferred upon
the Partnership pursuant to the agreements relating to such
business activity, (c) to do anything necessary or appropriate
to the foregoing (including, without limitation, the making of
capital contributions or loans to any Subsidiary or in connection
with its involvement in the activities referred to in clause
(b) of this sentence), and (d) to engage in any other
business activity as permitted under Delaware law.
Section 3.2
Powers . The Partnership shall be empowered to do any and
all acts and things necessary, appropriate, proper, advisable,
incidental to or convenient for the furtherance and accomplishment
of the purposes and business described in Section 3.1 and for
the protection and benefit of the Partnership.
ARTICLE IV
CAPITAL CONTRIBUTIONS
Section 4.1
Prior Contributions . Prior to the date hereof, the Limited
Partner and the General Partner, or their predecessors, have made
capital contributions to the Partnership.
Section 4.2
Additional Contributions . A Partner may contribute
additional cash or property to the capital of the Partnership, but
no Partner has any obligation pursuant to this Agreement to make
any such contribution.
Section 4.3
Return of Contributions; Other Provisions Relating to
Contributions. No Partner shall be entitled to withdraw any
part of its capital contributions or its capital a
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