Exhibit 10.2(d)
AMENDMENT NO. 3 TO SECOND AMENDED
AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
ATLAS PIPELINE PARTNERS,
L.P.
THIS AMENDMENT NO. 3 TO SECOND
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS
PIPELINE PARTNERS, L.P. (this “ Amendment ”),
dated January 7, 2008, but effective as of July 27, 2007,
is entered into and effectuated by the Managing Board (the “
Board ”) of Atlas Pipeline Partners GP, LLC, a
Delaware limited liability company (the “ Company
”), pursuant to authority granted to it in Sections 5.5 and
11.1 of the Second Amended and Restated Agreement of Limited
Partnership of Atlas Pipeline Holdings, L.P. (the “
Partnership ”) dated as of March 9, 2004, as
amended (the “ Partnership Agreement
”). Capitalized terms used but not defined herein are
used as defined in the Partnership Agreement.
WHEREAS, Section 5.6(a) of the
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 the Company shall determine, all without
the approval of any Limited Partners;
WHEREAS, Section 6.2(c) of the
Partnership Agreement requires the Company to make special
allocations for federal income tax purposes of income or deductions
in order to preserve the uniformity of Limited Partner Interests;
and
WHEREAS, Section 13.1(g) of the
Partnership Agreement provides that the Company, without the
approval of any Partner, may amend any provision of the Partnership
Agreement that the Company determines to be necessary or
appropriate 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 the Board has
determined that the amendments contemplated hereby are necessary or
appropriate in connection therewith.
NOW, THEREFORE, it is hereby agreed
as follows:
A. Amendment . The
Partnership Agreement is hereby amended as follows:
1. Section 1.1 of the
Partnership Agreement is hereby amended to add or amend and restate
the following definitions in the appropriate alphabetical
order:
“ Capital Account True-Up
Election ” has the meaning assigned to such term in
Section 6.1(d)(xv)(C).
“ Issue Price ”
means the price at which a Unit is purchased from the Company,
after taking into account any sales commission or underwriting
discount charged to the Company and after taking into account any
other form of discount with respect to the price at which a Unit is
purchased from the Company. In the case of the Privately Placed
Common Units, the Issue Price shall be deemed to be $44.00 per
Unit.
“ Per Unit Capital
Amount ” means, as of any date of determination, the
Capital Account, stated on a per Unit basis, as the case may be,
underlying any Common Unit (other than a Privately Placed Common
Unit), Preferred Unit or Privately Placed Common Unit, as the case
may be, held by a Person.
“ Private Placement
Value ” means with respect to the Privately Placed Common
Units, $44.00 per Unit.
“ Privately Placed Common
Units ” means the Common Units issued pursuant to the
Unit Purchase Agreement.
“ Unit Purchase
Agreement ” means the Common Unit Purchase Agreement
dated as of June 1, 2007 between the Partnership and the
purchasers named therein.
2. Section 5.5(a) of the
Partnership Agreement is hereby amended to add the following at the
end of such section:
The initial Capital Account balance
in respect of each Privately Placed Common Unit shall be the
Private Placement Value for such Privately Placed Common Unit, and
the initial Capital Account balance of each holder of Privately
Placed Common Units in respect of all Privately Placed Common Units
held shall be the product of such initial balance for a Privately
Placed Common Unit multiplied by the number of Privately Placed
Common Units held by such holder. Immediately following the
creation of a Capital Account balance in respect of each Privately
Placed Common Unit, each Unitholder acquiring a Privately Placed
Common Unit
