Exhibit 3.1a
AMENDMENT NO. 1
TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
ATLAS PIPELINE PARTNERS, L.P.
THIS AMENDMENT NO. 1 TO SECOND
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS
PIPELINE PARTNERS, L.P. (this “ Amendment ”),
dated as of June 5, 2007 but effective as of March 13,
2006, is entered into and effectuated by Atlas Pipeline Partners
GP, LLC, a Delaware limited liability company (the “
General Partner ”) and the general partner of Atlas
Pipeline Partners, L.P., a Delaware limited partnership (the
“ Partnership ”), pursuant to authority granted
to it in Sections 5.6 and 13.1 of the Second Amended and
Restated Agreement of Limited Partnership of the Partnership, dated
as of March 9, 2004 (the “ Limited Partnership
Agreement ”). Capitalized terms used but not defined
herein are used as defined in the Limited Partnership
Agreement.
WHEREAS, Section 5.6(a) of the
Limited Partnership Agreement provides that the Partnership may
issue additional Partnership Securities for any Partnership purpose
at any time and from time to time for such consideration and on
such terms and conditions as shall be established by the General
Partner in its sole discretion, all without the approval of any
Limited Partners (subject to the provisions of Section 5.7 of
the Limited Partnership Agreement);
WHEREAS, Section 5.6(b) of the
Limited Partnership Agreement provides that the Partnership
Securities authorized to be issued by the Partnership pursuant to
Section 5.6(a) of the Limited Partnership Agreement may be
issued in one or more classes, or one or more series of any such
classes, with such designations, preferences, rights, powers and
duties (which may be senior to existing classes and series of
Partnership Securities) as shall be fixed by the General
Partner;
WHEREAS, Section 13.1(g) of the
Limited Partnership Agreement provides that the General Partner,
without the approval of any Partner or Assignee (subject to the
terms of Section 5.7 of the Limited Partnership Agreement),
may amend any provision of the Limited Partnership Agreement that
the General Partner determines to be 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 Limited Partnership Agreement, and the General Partner has
determined that the amendments contemplated hereby are necessary or
appropriate in connection therewith;
WHEREAS, the General Partner deems it
in the best interest of the Partnership to effect this Amendment to
provide for (i) the issuance of the Preferred Units,
(ii) the
conversion of the Preferred Units into Common Units in accordance
with the terms described herein and (iii) such other matters
as are provided herein.
NOW, THEREFORE, it is hereby agreed
as follows:
A. Amendment . The
Limited Partnership Agreement is hereby amended as follows:
1.
Section 1.1 of the Limited Partnership Agreement is hereby
amended to add or amend the following definitions in appropriate
alphabetical order:
“Issue Price” means the
price at which a Unit is purchased from the Partnership net of any
sales commissions or underwriting charged to the Partnership; for
the avoidance of doubt, in the case of the Preferred Units, the
Issue Price shall be deemed to be $1,000 per Preferred Unit.
“Preferred Unit” means a
Partnership Security having the rights and obligations set forth in
the Amended and Restated Certificate of Designation of the Powers,
Preferences and Relative Participating Option
