Exhibit 10.2(g)
AMENDMENT NO. 6
TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
ATLAS PIPELINE PARTNERS,
L.P.
THIS AMENDMENT NO. 6 TO SECOND
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ATLAS
PIPELINE PARTNERS, L.P. (this “ Amendment ”),
dated as of March 30, 2009, 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
Partne
