EXHIBIT 3.1.10
AMENDMENT NO. 10
TO
AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP
OF
ENERGY TRANSFER PARTNERS,
L.P.
This Amendment (this “
Amendment ”) to the Amended and Restated Agreement of
Limited Partnership of Energy Transfer Partners, L.P. (formerly,
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, January 15, 2004, February 13,
2004, March 15, 2005, February 6, 2006 and
May 1, 2006 (as so amended, the “ Partnership
Agreement ”), is entered into effective as of
November 1, 2006, by Energy Transfer Partners GP, L.P., a
Delaware limited partnership (“ ETP GP ”), 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 5.6 of the
Partnership Agreement provides that the General Partner, without
the approval of any Limited Partner except as otherwise provided in
the Partnership Agreement, may, for any Partnership purpose, at any
time or from time to time, issue additional Partnership Securities
for such consideration and on such terms and conditions as shall be
established by the General Partner in its sole discretion;
and
WHEREAS, Section 13.1(d)(i) 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 that, in the discretion
of the General Partner, does not adversely affect the Unitholders
in any material respect); and
WHEREAS, Section 13.1(g) of the
Partnership Agreement provides that the General Partner, without
the approval of any Partner (subject to Section 5.7 of the
Partnership Agreement), may amend any provision of the Partnership
Agreement to reflect an amendment that, in the discretion of the
General Partner, is necessary or advisable in connection with the
authorization of issuance of any class or series of Partnership
Securities pursuant to Section 5.6 of the Partnership
Agreement; and
WHEREAS, the Partnership has entered
into a Contribution and Conveyance Agreement, dated as of
October 31, 2006 (the “ Contribution Agreement
”), between the Partnership and Energy Transfer Equity, L.P.,
a Delaware limited partnership (“ ETE ”),
pursuant to which the Partnership is obligated to issue to ETE
limited partner interests to be designated as Class G Units having
the terms set forth in this Amendment; and
WHEREAS, the General Partner has
determined that the creation of the new class of Partnership
Securities provided for in this Amendment (the “ Class G
Units ”) will be in the best interests of the Partnership
and beneficial to the Limited Partners, including the holders of
the Common Units; and
WHEREAS, the Class G Units upon
issuance, will have rights to distributions or in liquidation as
set forth herein; and
WHEREAS, the issuance of the Class G
Units complies with the requirements of the Partnership Agreement;
and
WHEREAS, the General Partner has
determined, pursuant to Section 13.1(g) of the Partnership
Agreement, that the amendments to the Partnership Agreement set
forth herein are necessary or advisable in connection with the
authorization of the issuances of the Class G Units; and
NOW, THEREFORE, the Partnership
Agreement is hereby amended as follows:
AMENDMENT
Section 1. Establishment of Terms
of Class G Units . There is hereby created a series of Units to
be designated as “Class G Units,” consisting of a total
of 26,086,957 Class G Units and having the following terms and
conditions:
A. Prior to the conversion of the
Class G Units as provided in Section 2 or Section 4
hereof, unless amended pursuant to Section 3
hereof:
(i) all items of Partnership income,
gain, loss, deduction and credit shall be made to the Class G Units
to the same extent as such items would be so allocated if such
Class G Units were Subordinated Units that were then Outstanding
and the Subordination Period had not ended; and
(ii) the Class G Units shall have
the right to share in Partnership distributions and shall have
rights upon dissolution and liquidation of the Partnership,
including the right to share in any liquidating distributions, in
each case to the same extent as if such Class G Units were
Subordinated Units that were then Outstanding and the Subordination
Period had not ended.
B. The Class G Units will not have
the privilege of conversion as set forth in either Section 5.8
or Section 11.4 of the Partnership Agreement and neither
Section 5.8 nor Section 11.4 shall apply to the Class G
Units); rather, the Class G Units will be converted only pursuant
to the provisions of Section 2 or Section 4 hereof. A
Class G Unit that has converted into a Common Unit shall be subject
to the provisions of Section 6.7(b) of the Partnership
Agreement as if the Class G Unit was a Subordinated
Unit.
C. The Class G Units will have such
voting rights pursuant to the Partnership Agreement as such Class G
Units would have if they were Common Units that were then
Outstanding; provided, however, that the Class G Units will
not be entitled to vote upon any proposal submitted to the
Partnership’s Unitholders pursuant to Section 2 hereof
for a vote or consent. Each Class G Unit will be entitled to one
vote on each matter with respect to which such Class G Unit is
entitled to be voted.
2
D. The Class G Units will be
evidenced by certificates in such form as the General Partner may
approve and, subject to the satisfaction of any applicable legal
and regulatory requirements, may be assigned or transferred in a
manner identical to the assignment and transfer of other
Units.
E. The General Partner will act as
registrar and transfer agent or the Class G Units.
F. The initial Capital Account
balance in respect of each Class G Unit shall be $46.00 (the
“ Private Placement Value ”), and the initial
Capital Account balance of each holder of Class G Units in
resp
