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E xhibit 99.1
AMENDMENT NO. 2 TO THIRD AMENDED AND
RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
KINDER MORGAN ENERGY PARTNERS, L.P.
This Amendment No. 2 to Third Amended and
Restated Agreement of Limited Partnership of Kinder Morgan
Energy Partners, L.P. (this "Amendment") is made as of the 29th
day of April, 2005, by Kinder Morgan G.P., Inc., a Delaware
corporation (the "General Partner"), in its individual capacity
and as attorney-in-fact for the Limited Partners (as such term
is defined in the Partnership Agreement) of Kinder Morgan Energy
Partners, L.P. and by Kinder Morgan Management, LLC, as the
delegate of the General Partner, in accordance with
Article XV of the Partnership Agreement (as such
capitalized terms are defined below).
R E C I T A LS
A.
The General Partner is the sole general partner
of Kinder Morgan Energy Partners, L.P., a Delaware limited
partnership (the "Partnership") organized under a Third Amended
and Restated Agreement of Limited Partnership dated as of May
18, 2001 (the "Partnership Agreement").
B.
The Partnership entered into a Contribution and
Sale Agreement dated February 22, 2005 (the "Contribution
Agreement") by and among Trans-Global Solutions, Inc. ("TGS"), a
Texas corporation, TGS Deepwater Terminal, L.P., a Texas limited
partnership, Stevedore Holdings, Inc., a Texas corporation,
Locomotive Leasing Services, Ltd., a Texas limited liability
company, Neches River Terminal, Inc., a Delaware corporation,
TGS Deepwater Terminal Interests, L.L.C., a Texas limited
liability company, the William F. Scott 1991 Trust, a Texas
trust, the Richard R. Scott 1991 Trust, a Texas trust, and the
Partnership.
C.
The Contribution Agreement provides for, among
other things, the contribution of certain bulk handling, storage
and terminal assets owned by TGS, in exchange for the issuance
by the Partnership to TGS of 957,656 common units representing
limited partnership interests of the Partnership.
D.
Pursuant to the Contribution Agreement, the
Partnership shall incur debt in an amount equal to $50,852,000
on such terms as may be acceptable to the Partnership (the "KMEP
Debt"). The Partnership will use the proceeds of the KMEP
Debt to fund a distribution to TGS in the amount of $50,852,000
(the "Special Distribution"), which shall be declared and paid
to TGS upon its contribution to the Partnership pursuant to the
Contribution Agreement.
E.
To effect the Special Distributions as
contemplated by the Contributi
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