Exhibit 10.2(f)
AMENDMENT NO. 5
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
ATLAS PIPELINE PARTNERS,
L.P.
THIS AMENDMENT NO. 5 TO SECOND
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS
PIPELINE PARTNERS, L.P. (this “ Amendment ”),
dated as of December 30, 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 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:
“2006 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 Optional and other
Special Rights of Preferred Units and Qualifications, Limitations
and Restrictions thereof of 6.5% Cumulative Convertible Preferred
Units for Atlas Pipeline Partners, L.P. dated March 13, 2006
and amended April 18, 2007, attached hereto as Exhibit
5.12(a) and incorporated herein (the “2006 Preferred
Certificate of Designation”). A 2006 Preferred Unit shall not
constitute a Unit or a Common Unit until such time as such
Preferred Unit is converted into a Common Unit.
“Class B 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 Optional and other
Special Rights of Preferred Units and Qualifications, Limitations
and Restrictions thereof of 12% Cumulative Convertible Class B
Preferred Units for Atlas Pipeline Partners, L.P. dated
December 30, 2008, attached hereto as Exhibit 5.12(b)
and incorporated herein (the “Class B Preferred
Certifi
