Exhibit 10.2(e)
AMENDMENT NO. 4
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
ATLAS PIPELINE PARTNERS,
L.P.
THIS AMENDMENT NO. 4 TO SECOND
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS
PIPELINE PARTNERS, L.P. (this “ Amendment ”),
dated as of June 12, 2008, 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 Section 13.1 of the
Second Amended and Restated Agreement of Limited Partnership of the
Partnership, dated as of March 9, 2004, as amended (the
“ Limited Partnership Agreement
”). Capitalized terms used but not defined herein are
used as defined in the Limited Partnership Agreement.
WHEREAS, Section 13.1(d) of the
Limited Partnership Agreement provides that the General Partner,
without the approval of any Partner or Assignee, may amend any
provision of the Limited Partnership Agreement to reflect a change
that, in the discretion of the General Partner, does not adversely
affect the Limited Partners in any material respect, and the
General Partner has determined that the amendment contemplated
hereby does not adversely affect the Limited Partners in any
material respect; and
WHEREAS, Section 7.10
(a) of the Limited Partnership Agreement provides that,
(i) whoever a potential conflict of interest exists or arises
between, inter alia , the General Partner and the
Partnership, any Partner or Assignee, any resolution or course of
action by the General Partner shall be permitted and deemed
approved by all Partners, and shall not constitute a breach of the
Limited Partnership Agreement or of any duty stated or implied by
law or equity, if the resolution or course of action is, or by
operation of the Limited Partnership Agreement is deemed to be,
fair and reasonable to the Partnership, and (ii) any
resolution of the conflict of interest shall be conclusively deemed
to be fair and reasonable to the Partnership if such resolution is
approved by Special Approval, and such Special Approval has been
obtained; and
WHEREAS, the General Partner deems
it in the best in
