EXHIBIT 3.1.6
AMENDMENT NO. 6
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, October 5, 2001, February 4, 2002 and January
15, 2004 (as so amended, the "Partnership Agreement"), is entered into effective
as of February 13, 2004, by U.S. Propane, L.P., a Delaware limited partnership
("U.S. Propane"), 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 13.1(a) of the Partnership Agreement provides that the
General Partner, without the approval of any Partner, may amend any provision of
the Partnership Agreement to reflect a change in the name of the Partnership;
and
NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:
AMENDMENT
Section 1. Name. The first sentence of Section 2.2 of the Partnership
Agreement shall be amended to change the name of the Partnership to "Energy
Transfer Partners, L.P."
Section 2. 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 3. Governing Law. This Amendment will be governed by and
construed in accordance with the laws of the State of Delaware.
Section 4. 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.
[SIGNATURE PAGE FOLLOWS]
Amendment NO. 6--Execution Copy 2
IN WITNESS WHEREOF, this Amendment has been executed as of the date
first written above.
GENERAL PARTNER:
U.S. Propane, L.P.
By: U.S. Propane, L.L.C.
its General Partner
By:___________________________________
Xxx X. Xxxxx
Co-Chairman and Co-Chief Executive
Officer
By:___________________________________
Xxxxx X. Xxxxxx
Co-Chairman and Co-Chief Executive
Officer
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: U.S. Propane, L.L.C., General Partner of
U.S. Propane, L.P., 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:_________________________________________
Xxx X. Xxxxx
Co-Chairman and Co-Chief Executive
Officer
By:_________________________________________
Xxxxx X. Xxxxxx
Co-Chairman and Co-Chief Executive
Officer
