EXHIBIT 3.1.4
AMENDMENT NO. 4
TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
HERITAGE PROPANE PARTNERS, L.P.
This Amendment (this "Amendment") to the Amended and Restated
Agreement of Limited Partnership of Heritage Propane Partners, L.P., a Delaware
limited partnership (the "Partnership"), dated as of June 27, 1996, as amended
as of August 9, 2000, January 5, 2001, and as of October 5, 2001 (as so amended,
the "Partnership Agreement"), is entered into effective as of February 4, 2002,
by Heritage Holdings, Inc., a Delaware corporation ("HHI"), as the general
partner of the Partnership, on behalf of itself and the Limited Partners of the
Partnership, and U.S. Propane, L.P., a Delaware limited partnership ("U.S.
Propane"), as the successor general partner of the Partnership. Capitalized
terms used but not defined herein are used as defined in the Partnership
Agreement.
RECITALS
WHEREAS, this Amendment has been approved by the requisite vote of the
Partners of the Partnership;
NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:
SECTION 1. CONVERSION TRANSACTIONS. The following transactions shall
occur immediately after execution hereof:
1. 158,026 of the Common Units owned by U.S. Propane will be converted
into a 1% General Partner Partnership Interest in the Partnership and into the
Incentive Distribution Rights (less those Incentive Distribution Rights
previously converted into Class C Units) and U.S. Propane will be admitted as a
successor General Partner of the Partnership.
2. The 1% General Partner Partnership Interest in the Partnership and
the Incentive Distribution Rights owned by HHI (which do not include those
Incentive Distribution Rights previously converted into Class C Units) will be
converted into 158,026 Common Units and HHI will withdraw as a general partner
of the Partnership.
3. HHI will contribute its 1.0101% General Partner Partnership Interest
in the Operating Partnership to the Partnership in exchange for 162,913 Common
Units.
SECTION 2. INAPPLICABILITY OF SECTION 11.3. The provisions of Section
11.3 (other than the last sentence of Section 11.3(a)) shall not be applicable
to the withdrawal of HHI as a general partner of the Partnership and the
Operating Partnership and the only amounts due to HHI for its Combined Interest
shall be as set forth in this Amendment, Amendment No. 1 and Amendment
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No. 2 to the Amended and Restated Agreement of Limited Partnership of the
Operating Partnership.
SECTION 3. ASSUMPTION OF GENERAL PARTNER RIGHTS AND DUTIES. U.S.
Propane hereby agrees to assume the rights and duties of the General Partner
under the Partnership Agreement.
SECTION 4. 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.
SECTION 5. GOVERNING LAW. This Amendment shall be construed in
accordance with and governed by the laws of the State of Delaware, without
regard to the principles of conflicts of law.
SECTION 6. COUNTERPARTS. This Amendment may be executed in
counterparts, all of which together shall constitute an agreement binding on all
the parties hereto, notwithstanding that all such parties are not signatories to
the original or the same counterpart.
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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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SUCCESSOR GENERAL PARTNER:
U.S. Propane, L.P.
By: U.S. Propane, L.L.C.
its general partner
By:
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Name:
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Title:
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