AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
NATIONAL PROPANE PARTNERS, L.P.
This Amendment No. 1 to the Amended and Restated Agreement of Limited
Partnership of National Propane Partners, L.P. (the "Partnership") is hereby
made and is effective as of this 28th day of December, 1997, by and among
National Propane Corporation, a Delaware corporation, as the Managing General
Partner of the Partnership and as holder of all outstanding Subordinated Units,
National Propane SGP, Inc., a Delaware corporation, as the Special General
Partner, and the Common Unitholders.
WITNESSETH:
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WHEREAS, the Partnership was heretofore formed and now exists pursuant
to the Amended and Restated Agreement of Limited Partnership of National Propane
Partners, L.P., dated as of July 2, 1996 (the "Partnership Agreement"); and
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 amendments to
the Partnership Agreement pursuant to the authority granted in such Section
13.1.
AGREEMENT
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NOW, THEREFORE, 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. Section 1.1 of the Partnership Agreement is hereby amended by deleting
the definition of "Outstanding" in its entirety and substituting in lieu thereof
the following:
"Outstanding" means, with respect to Partnership
Securities, all Partnership Securities that are
issued by the Partnership and reflected as
Outstanding on the Partnership's books and records
as of the date of determination.
3. Section 11.2 of the Partnership Agreement is hereby amended by
deleting the first and second sentences thereof in their entirety and
substituting in lieu thereof the following:
The Managing General Partner may be removed if
such removal is approved by the Unitholders
holding 66 2/3% of the Outstanding Units (excluding
Units held by the General Partners and their Affiliates).
Any such action by such holders for removal of the
Managing General Partner must also provide for the
election of a successor General Partner by the
Unitholders holding at least a majority of the
Outstanding Units (excluding Units held by the
General Partners and their Affiliates).
4. Section 11.4 of the Partnership Agreement is hereby amended by
deleting the reference to "and Units held by the General Partners and their
Affiliates are not voted in favor of such removal."
5. Section 1.1 of the Partnership Agreement is hereby amended by deleting
in clause (b) of the definition of "Subordination Period" the reference to "and
Units held by the Managing General Partner and its Affiliates are not voted
in favor of such removal."
6. Section 11.3(a) of the Partnership Agreement is hereby amended by
adding at the end thereof the following new paragraph:
Notwithstanding any other provision of this Section
11.3, if the Managing General Partner is removed as
a General Partner by the holders of Outstanding Units
in circumstances where (Cause does not exist, then,
unless the Managing General Partner shall elect (in
its sole discretion) prior to the effective date of
such removal not to have the provisions of this
paragraph apply to all or any portion of the Managing
General Partner's general partner interest in the
Operating Partnership (the "Retained OLP Interest"),
the Retained OLP Interest shall not be purchased for
cash or converted into Common Units as provided in this
Section 11.3(a) or in Section 11.3(b) but shall instead,
as provided in the Operating Agreement, be converted into
a non-voting limited partner interest in the Operating
Partnership having an interest in the profits and losses
of the Operating Partnership equal to that attributable
to the Retained OLP Interest. In such event, the term
"Combined Interest" as used in this Section 11.3 shall
(i) exclude the Retained OLP Interest and (ii) include
any portion of the Managing General Partner's general
partner interest in the Operating Partnership not so
retained.
7. Section 13.12 of the Partnership Agreement is hereby amended by
deleting in clause (a) thereof the reference to "(and also subject to the
limitations contained in the definition of 'Outstanding')."
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8. Except as set forth above, all provisions of the Partnership Agreement
will remain in full force and effect.
9. This Amendment No. 1 shall be binding upon, and shall enure to the
benefit of, the parties hereto and their respective successors and assigns.
10. This Amendment No. 1 shall be governed by, and interpreted in
accordance with, the laws of the State of Delaware, all rights and remedies
being governed by such laws, without regard to principles of conflict of laws.
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
to the Partnership Agreement as of the date first written above.
MANAGING GENERAL PARTNER
National Propane Corporation
By: /s/ Ronald R. Rominiecki
_________________________
Name: Ronald R. Rominiecki
Title: President and Chief
Operating Officer
SUBORDINATED UNITHOLDERS
National Propane Corporation
By: /s/ Ronald R. Rominiecki
___________________________
Name: Ronald R. Rominiecki
Title: President and Chief
Operating Officer
SPECIAL GENERAL PARTNER
National Propane SGP, Inc.
By: /s/ Ronald R. Rominiecki
_________________________
Name: Ronald R. Rominiecki
Title: President and Chief
Operating Officer
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COMMON UNITHOLDERS
The Common Unitholders 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 Common Unitholders
pursuant to the Power of
Attorney granted pursuant
to Section 2.6 of the
Partnership Agreement.
By: /s/ Ronald R. Rominiecki
___________________________
Name: Ronald R. Rominiecki
Title: President and Chief
Operating Officer
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