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
