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Exhibit 3.1
AMENDMENT NO.
2
TO
SECOND AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
ATLAS PIPELINE PARTNERS,
L.P.
THIS AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
ATLAS PIPELINE PARTNERS, L.P. (this “ Amendment
”), dated as of July 27, 2007, 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, 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 amendments contemplated
hereby do not adversely affect the Limited Partners in any material
respect;
WHEREAS, Section 13.1(j)
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 that, in the
discretion of the General Partner, is necessary or advisable to
reflect, account for and deal with appropriately the formation by
the Partnership of, or investment by the Partnership in, any
corporation, partnership, joint venture, limited liability company
or other entity, in connection with the conduct by the Partnership
of its business, and the General Partner has determined that the
amendments contemplated hereby are necessary or advisable in
connection therewith; and
WHEREAS, the General Partner
deems it in the best interest of the Partnership to effect this
Amendment.
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 or
restate the following definitions in appropriate alphabetical
order:
“Available Cash”
means, with respect to any Quarter ending prior to the Liquidation
Date,
(a) the sum of (i) all
cash and cash equivalents of the Partnership Group on hand at the
end of such Quarter, and (ii) all additional cash and cash
equivalents of the Partnership Group on hand on the date of
determination of Available Cash with respect to such Quarter
resulting from Working Capital Borrowings made subsequent to the
end of such Quarter, less
(b) the amount of any cash
reserves that is necessary or appropriate in the reasonable
discretion of the General Partner to (i) provide for the
proper conduct of the business of the Partnership Group (including
reserves for future capital expenditures and for anticipated future
credit needs of the Partnership Group) subsequent to such Quarter,
(ii) comply with applicable law or any loan agreement,
security agreement, mortgage, debt instrument or other agreement or
obligation to which any Group Member is a party or by which it is
bound or its assets are subject or (iii) provide funds for
distributions under Section 6.4 or 6.5 in respect of any one
or more of the next four Quarters; provided, however, that the
General Partner may not establish cash reserves pursuant to
(iii) above if the effect of such reserves would be that the
Partnership is unable to distribute the Minimum Quarterly
Distribution on all Common Units, plus any Cumulative Common Unit
Arrearage on all Common Units, with respect to such Quarter; and,
provided further, that disbursements made by a Group Member or cash
reserves established, increased or reduced after the end of such
Quarter but on or before the date of determination of Available
Cash with respect to such Quarter shall be deemed to have been
made, established, increased or reduced, for purposes of
determining Available Cash, within such Quarter if the General
Partner so determines, plus
(c) the Permitted Western Gas
Resources Distributions.
Notwithstanding the
foregoing, “Available Cash” with respect to the Quarter
in which the Liquidation Date occurs and any subsequent Quarter
shall equal zero.
“Permitted Western Gas
Resources Distributions” means (a) those distributions
and payments to the Class A Member of Atlas Pipeline
Mid-Continent WestOk, LLC that are made pursuant to the Operating
Agreement of Atlas Pipeline Mid-Continent WestOk, LLC dated as of
July 27, 2007, as it may be amended, supplemented or restated
from time to time, and (b) those distributions and payments to
the Class A Member of Atlas Pipeline Mid-Continent WestTex,
LLC that are made pursuant to the Operating Agreement of Atlas
Pipeline Mid-Continent WestTex, LLC dated as of July 27, 2007,
as it may be amended, supplemented or restated from time to
time.
2.
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