AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
NATIONAL PROPANE, L.P.
This Amendment No. 1 to the Partnership Agreement of National Propane,
L.P. (the "Partnership") is hereby made as of this 1st day of November, 1996, by
and among National Propane Corporation, a Delaware corporation, as the Managing
General Partner, National Propane SGP, Inc., a Delaware corporation, as the
Special General Partner, and the limited partner of the Partnership.
W I T N E S S E T H:
WHEREAS, the Partnership was heretofore organized and now exists
pursuant to the Amended and Restated Agreement of Limited Partnership of
National Propane, L.P., dated as of July 2, 1996 (the "Partnership Agreement");
WHEREAS, Section 13.1 of the Partnership Agreement provides procedures
for the amendment of the Partnership Agreement by the Managing General Partner
without obtaining the approval of any Partner; and
WHEREAS, the Managing General Partner proposes to adopt an amendment to
the Partnership Agreement pursuant to the authority granted in such Section
13.1.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and mutual covenants of
the parties hereto and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:
1. Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Partnership Agreement.
2. The Partnership Agreement is hereby amended as follows:
ARTICLE V is amended by deleting the reference in the second
sentence of Section 5.3 to "1.0101 [div] 98.9899" and
substituting therefore the following: "1.0101 [div] 97.9798."
3. Except as above set forth, all provisions of the Partnership
Agreement shall remain in full force and effect.
MANAGING GENERAL PARTNER
National Propane Corporation
By: /s/ Xxxxxx X. Xxxxxxxxxx
_____________________________
Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
SPECIAL GENERAL PARTNER
National Propane SGP, Inc.
By: /s/ Xxxxxx X. Xxxxxxxxxx
_____________________________
Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
LIMITED PARTNER
The limited partner of the Partnership
pursuant to a Power of Attorney executed
in favor of, and granted and delivered
to, the Managing General Partner.
By: National Propane Corporation, the
Managing General Partner, as
attorney-in-fact for all Limited
Partners pursuant to the Power of
Attorney granted pursuant to
Section 2.6 of the Partnership
Agreement.
By: /s/ Xxxxxx X. Xxxxxxxxxx
_____________________________
Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President
2
