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Exhibit
3.1.7
AMENDMENT NO.
7
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., 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, and
February 13, 2004 (as so amended, the “ Partnership
Agreement ”), is entered into effective as of March
15, 2005, by Energy Transfer Partners GP, L. P., a Delaware limited
partnership (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.
RECITALS
WHEREAS, Section 5.10 of the
Partnership Agreement provides that the Partnership may effect a
subdivision of Partnership Securities and to issue certificates to
Record Holders for the Partnership Securities to be held by such
Record Holder following such subdivision, and
WHEREAS, the General Partner,
on behalf of the Partnership, has heretofore authorized a
two-for-one split for each class of Partnership Securities (the
“Unit Split” ), and in accordance with Section
5.10(b) of the Partnership Agreement, has set February 28, 2005 as
the Record Date for such Unit Split and has provided notice to the
Partnership’s Record Holders and to the NYSE of such Unit
Split and of the distribution of the additional Partnership
Securities on March 15, 2005; and
WHEREAS, in accordance with
Section 5.10(c) of the Partnership Agreement, the Partnership will
cause its transfer agent to issue and deliver to its Record Holders
on March 15, 2005, certificates representing the new Partnership
Securities issued as a result of the Unit Split; and
WHEREAS, Section 6.6 of the
Partnership Agreement provides that the Minimum Quarterly
Distribution, First Target Distribution, Second Target
Distribution, and Third Target Distribution, shall be
proportionately adjusted in the event of a subdivision of Units;
and
WHEREAS, the General Partner,
on behalf of the Partnership, has determined in its discretion,
that the amendments to the Partnership Agreement are necessary and
advisable in connection with the Unit Split;
NOW, THEREFORE, pursuant to
Section 13.1(d) of the Partnership Agree
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