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Exhibit 10.65
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
TCTM, L.P.
THIS SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF TCTM, 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 Amended and Restated Agreement
of Limited Partnership of TCTM, L.P. dated as of September 21,
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:
ARTICLE I
DEFINITIONS
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 TCTM, 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 "TCTM, 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.
ARTICLE III
PURPOSE
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, transportation and storage of crude oil 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
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limited 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 account or to receive any distribution
from the Partnership, except as provided in this Agreement. An
unrepaid capital contribution
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