0000950129-02-003548 Sample Contracts

AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HERITAGE PROPANE PARTNERS, L.P.
Heritage Propane Partners L P • July 11th, 2002 • Retail-retail stores, nec • Delaware

This Amendment No. 3 (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") and Amendment No. 2 dated as of January 5, 2001 (the "Second Amendment") (the Original Agreement, the First Amendment and the Second Amendment are collectively the "Partnership Agreement") is entered into effective as of October 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.

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AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HERITAGE OPERATING, L.P.
Heritage Propane Partners L P • July 11th, 2002 • Retail-retail stores, nec • Delaware
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