EXHIBIT 3.1.2
AMENDMENT NO. 2
TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
HERITAGE PROPANE PARTNERS, L.P.
This Amendment No. 2 (this "Amendment") to the Amended and Restated
Agreement of Limited Partnership of Heritage Propane Partners, L.P. (the
"Partnership"), dated as of June 27, 1996 (the "Original Agreement") as amended
by Amendment No. 1 dated as of August 9, 2000 (the "First Amendment") (the
Original Agreement and the First Amendment are collectively the "Partnership
Agreement") is entered into effective as of January 5, 2001, by Heritage
Holdings, Inc., a Delaware corporation (the "General Partner"), as the general
partner of the Partnership, on behalf of itself and the Limited Partners of the
Partnership. Capitalized terms used but not defined herein are used as defined
in the Partnership Agreement.
RECITALS
WHEREAS, Section 3 of the First Amendment provides for its
effectiveness to be conditioned upon the failure of the Partnership's
securityholders to approve a change in the terms of the Class B
Subordinated Units to provide that they are convertible as provided in
Section 2 thereof by the requisite vote on or before January 7, 2001;
and
WHEREAS, the General Partner, holders of not less than a
majority of the Partnership's Class B Subordinated Units, and the
Partnership have requested that the vote of securityholders be delayed
until a date on or prior to December 31, 2001; and
WHEREAS, Section 13.1(d)(i) of the Partnership Agreement
provides that each Partner agrees that the General Partner, without the
approval of any Partner or Assignee, may amend any provision of the
Partnership Agreement, to execute, swear to, acknowledge, deliver, file
and record whatever documents may be required in connection therewith,
to reflect a change that, in the discretion of the General Partner,
does not adversely affect the Unitholders in any material respect; and
WHEREAS, the General Partner has in the exercise of its
discretion determined that the adoption of the Amendment will not
adversely affect the Unitholders in any material respect; and
WHEREAS, Section 13.3 of the Partnership Agreement provides
that any amendment that would have a material effect on the rights or
preferences of any class of Partnership Interests in relation to other
classes of Partnership Interests must be approved by the holders of not
less than a majority of the Partnership Interests of the class
affected; and
WHEREAS, the Amendment was approved by the holders of not less
than a majority of the Class B Subordinated Units.
NOW, THEREFORE, the Partnership Agreement is hereby amended to amend
Section 3 of the First Amendment such that the date referred to in the first
sentence of Section 3 is changed from "January 7, 2001" to "December 31, 2001."
RATIFICATION OF PARTNERSHIP AGREEMENT. Except as expressly modified and
amended herein, all of the terms and conditions of the Partnership Agreement
shall remain in full force and effect.
GOVERNING LAW. This Amendment will be governed by and construed in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, this Amendment has been executed as of the date
first written above.
GENERAL PARTNER:
HERITAGE HOLDINGS, INC.
By:
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Name:
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Title:
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LIMITED PARTNERS:
All Limited Partners now and
hereafter admitted as limited
partners of the Partnership,
pursuant to Powers of Attorney now
and hereafter executed in favor
of, and granted and delivered to,
the General Partner.
By: Heritage Holdings, Inc.,
General Partner,
as attorney-in-fact for all
Limited Partners pursuant to
the Powers of Attorney granted
pursuant to Section 2.6 of the
Partnership Agreement.
By:
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Name:
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Title:
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