1
EXHIBIT 3.2.1
AMENDMENT NO. 1
TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
HERITAGE OPERATING, L.P.
This Amendment (this "Amendment") to the Amended and Restated Agreement
of Limited Partnership of Heritage Operating, L.P. (the "Partnership") , dated
as of June 27, 1996 (the "Partnership Agreement" ) is entered into effect as of
August 10, 2000 by Heritage Holdings, Inc., a Delaware corporation (the "General
Partner"), as the general partner of the Partnership, on behalf of itself and
the Limited Partner of the Partnership. Capitalized terms used but not defined
herein are used as defined in the Partnership Agreement.
RECITALS
WHEREAS, Article XIII of the Partnership Agreement provides
that the General Partner, without the approval of any Limited Partner,
may amend the Partnership Agreement in a manner that does not adversely
affect the Limited Partners; and
WHEREAS, a provision in the Partnership Agreement is necessary
to accommodate additional limited partners' capital contributions and
reflect that ownership in the accounts of the Partnership.
NOW, THEREFORE, the General Partner hereby amends the definition of
"Percentage Interest" as set forth in Section 1.1 of the Partnership Agreement
to read as follows:
"Percentage Interest" means the percentage interest in the
Partnership held by each Partner upon completion of the transactions in
Section 5.2 and thereafter shall mean (a) as to the General Partner (in
its capacity as general partner of the Partnership), 1.010%, and (b) as
to any Limited Partner from time to time, the percentage equivalent to
the aggregate Capital Contributions made to the Partnership related to
the Partnership Interest then held by that Limited Partner (in its
capacity as a Limited Partner) divided by the aggregate Capital
Contributions made to the Partnership related to the Partnership
Interest then held by all Limited Partners (in their capacity as
Limited Partners)."
IN WITNESS WHEREOF, this Amendment has been executed as of the date
first above written.
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
Section 2.6 of the
Partnership Agreement.
By:
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Name:
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Title:
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