Exhibit 3.1
AMENDMENT NO. 1 TO
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP
OF
EXTERRAN PARTNERS, L.P.
This Amendment No. 1 (this
“ Amendment No. 1 ”) to the First
Amended and Restated Agreement of Limited Partnership (as amended,
the “ Partnership Agreement ”) of
Exterran Partners, L.P. (the “ Partnership
”) is hereby adopted by Exterran General Partner, L.P., a
Delaware limited partnership (the “ General
Partner ”), as general partner of the Partnership.
Capitalized terms used but not defined herein are used as defined
in the Partnership Agreement.
WHEREAS , the General Partner
desires to amend the Partnership Agreement to make certain
adjustments to certain allocation provisions and the definitions
related thereto, which adjustments shall be effective in accordance
with Section 761(c) of the Code as of January 1, 2007;
WHEREAS , the General Partner
desires to amend the Partnership Agreement to reflect the change in
the name of the Partnership, the General Partner and certain
entities affiliated with the Partnership and the General Partner;
and
WHEREAS , acting pursuant to
the power and authority granted to it under Section 13.1(d) of
the Partnership Agreement, the General Partner has determined that
the following amendment to the Partnership Agreement does not
require the approval of any Limited Partner.
NOW THEREFORE , the General
Partner does hereby amend the Partnership Agreement as
follows:
Section 1. Amendment
.
(a) The Partnership Agreement is
hereby amended such that:
(i) Any references therein to
“Universal Compression Partners, L.P.” shall be
replaced with “Exterran Partners, L.P.”;
(ii) Any references therein to
“Universal Compression, Inc.” shall be replaced with
“Exterran, Inc.”;
(iii) Any references therein to
“UCO General Partner, LP” shall be replaced with
“Exterran General Partner, L.P.”;
(iv) Any references therein to
“UCO GP, LLC” shall be replaced with “Exterran GP
LLC”;
(v) Any references therein to
“UCI” shall be replaced with “EI”;
- 1 -
(vi) Any references therein to
“UCO Compression 2005 LLC” shall be deleted; and
(vii) Any references therein to
“UCO Compression 2005” shall be deleted.
(b) Section 1.1 is hereby
amended to add or amend and restate the following
definitions:
(i) “ Disposed of Adjusted
Property ” has the meaning assigned to such term in
Section 6.1(d)(xii)(B).
(ii) “ Net Termination
Gain ” means, for any taxable year, the sum, if positive,
of all items of income, gain, loss or deduction recognized by the
Partnership (a) after the Liquidation Date or (b) upon the
sale, exchange or other disposition of all or substantially all of
the assets of the Partnership Group, taken as a whole, in a single
transaction or a series of related transactions (excluding any
disposition to a member of the Partnership Group). The items
included in the determination of Net Termination Gain shall be
determined in accordance with Section 5.5(b) and shall not include
any items of income, gain or loss specially allocated under
Section 6.1(d).
(iii) “ Net Termination
Loss ” means, for any taxable year, the sum, if negative,
of all items of income, gain, loss or deduction recognized by the
Partnership (a) after the Liquidation Date or (b) upon the
sale, exchange or other disposition of all or substantially all of
the assets of the Partnership Group, taken as a whole, in a single
transaction or a series of related transactions (excluding any
disposition to a member of the Partnership Group). The items
included in the determination of Net Termination Loss shall be
determined in accordance with Section 5.5(b) and shall not include
any items of income, gain or loss specially allocated under
Section 6.1(d).
(c) Section 5.5(d) is
hereby amended and restated in its entirety as follows:
(i) In accordance with Treasury
Regulation Section 1.704-1(b)(2)(iv)(f), on an issuance
of additional Partnership Interests for cash or Contributed
Property, the issuance of Partnership Interests as consideration
for the provision of services or the conversion of the General
Partner’s Combined Interest to Common Units pursuant to
Section 11.3(b), the Capital Accounts of all Partners and the
Carrying Value of each Partnership property immediately prior to
such issuance shall be adjusted upward or downward to reflect any
Unrealized Gain or Unrealized Loss attributable to such Partnership
property, as if such Unrealized Gain or Unrealized Loss had been
recognized on an actual sale of each such property for an amount
equal to it
