AMENDMENT NO. 12
TO
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
ENERGY TRANSFER PARTNERS, L.P.
This Amendment No. 12 (this
“ Amendment No. 12 ”) to the Amended
and Restated Agreement of Limited Partnership of Energy Transfer
Partners, L.P. (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, May 1, 2006, November 1,
2006 and November 9, 2007 (as so amended, the “
Partnership Agreement ”) is hereby adopted by
Energy Transfer Partners GP, L.P., a Delaware limited partnership
(the “ General Partner ”), as general
partner of the Partnership. Capitalized terms used but not defined
herein are used as defined in the Partnership Agreement.
WHEREAS , the General Partner
desires to amend the Partnership Agreement to make certain
adjustments to certain allocation provisions and the definitions
related thereto, which adjustments shall be effective in accordance
with Section 761(c) of the Code as of January 1, 2007;
and
WHEREAS , acting pursuant to
the power and authority granted to it under Section 13.1(d) of
the Partnership Agreement, the General Partner has determined that
the following amendment to the Partnership Agreement does not
require the approval of any Limited Partner.
NOW THEREFORE , the General
Partner does hereby amend the Partnership Agreement as
follows:
Section 1. Amendment
.
(a) Section 1.1 is hereby
amended to add or amend and restate the following
definitions:
(i) “ Disposed of Adjusted
Property ” has the meaning assigned to such term in
Section 6.1(d)(xii)(B).
(ii) “ Net Termination
Gain ” means, for any taxable year, the sum, if positive,
of all items of income, gain, loss or deduction recognized by the
Partnership (a) after the Liquidation Date or (b) upon the
sale, exchange or other disposition of all or substantially all of
the assets of the Partnership Group, taken as a whole, in a single
transaction or a series of related transactions (excluding any
disposition to a member of the Partnership Group). The items
included in the determination of Net Termination Gain shall be
determined in accordance with
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Section 5.5(b) and shall not include any items of income, gain
or loss specially allocated under Section 6.1(d).
(iii) “ Net Termination
Loss ” means, for any taxable year, the sum, if negative,
of all items of income, gain, loss or deduction recognized by the
Partnership (a) after the Liquidation Date or (b) upon the
sale, exchange or other disposition of all or substantially all of
the assets of the Partnership Group, taken as a whole, in a single
transaction or a series of related transactions (excluding any
disposition to a member of the Partnership Group). The items
included in the determination of Net Termination Loss shall be
determined in accordance with Section 5.5(b) and shall not include
any items of income, gain or loss specially allocated under
Section 6.1(d).
(c) Section 5.5(d) is
hereby amended and restated in its entirety as follows:
(i) In accordance with Treasury
Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance
of additional Units for cash or Contributed Property, the issuance
of Units as consideration for the provision of services or the
conversion of the General Partner’s Combined Interest to
Common Units pursuant to Section 11.3(b), the Capital Accounts
of all Partners and the Carrying Value of each Partnership property
immediately prior to such issuance shall be adjusted upward or
downward to reflect any Unrealized Gain or Unrealized Loss
attributable to such Partnership property, as if such Unrealized
Gain or Unrealized Loss had been recognized on an actual sale of
each such property for an amount equal to its fair market value
immediately prior to such issuance and had been allocated to the
Partners at such time pursuant to Section 6.1(c) in the same
manner as Net Termination Gain or Net Termination Loss actually
recognized would have been allocated pursuant to such provision. In
determining such Unrealized Gain or Unrealized Loss, the aggregate
cash amount and fair market value of all Partnership assets
(including, without limitation, cash or cash equivalents)
immediately prior to the issuance of additional Units shall be
determined by the General Partner using such reasonable
