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Exhibit 3.1
AMENDMENT NO. 3 TO SECOND
AMENDED AND RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP OF
ATLAS PIPELINE PARTNERS,
L.P.
THIS AMENDMENT NO. 3 TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
ATLAS PIPELINE PARTNERS, L.P. (this “ Amendment
”), dated January 7, 2008, but effective as of
July 27, 2007, is entered into and effectuated by the Managing
Board (the “ Board ”) of Atlas Pipeline Partners
GP, LLC, a Delaware limited liability company (the “
Company ”), pursuant to authority granted to it in
Sections 5.5 and 11.1 of the Second Amended and Restated Agreement
of Limited Partnership of Atlas Pipeline Holdings, L.P. (the
“ Partnership ”) dated as of March 9, 2004,
as amended (the “ Partnership Agreement
”). Capitalized terms used but not defined herein are
used as defined in the Partnership Agreement.
WHEREAS, Section 5.6(a)
of the 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 the Company shall determine, all
without the approval of any Limited Partners;
WHEREAS, Section 6.2(c)
of the Partnership Agreement requires the Company to make special
allocations for federal income tax purposes of income or deductions
in order to preserve the uniformity of Limited Partner Interests;
and
WHEREAS, Section 13.1(g)
of the Partnership Agreement provides that the Company, without the
approval of any Partner, may amend any provision of the Partnership
Agreement that the Company determines to be necessary or
appropriate in connection with the authorization of issuance of any
class or series of Partnership Securities pursuant to
Section 5.6 of the Partnership Agreement, and the Board has
determined that the amendments contemplated hereby are necessary or
appropriate in connection therewith.
NOW, THEREFORE, it is hereby
agreed as follows:
A. Amendment . The
Partnership Agreement is hereby amended as follows:
1. Section 1.1 of the
Partnership Agreement is hereby amended to add or amend and restate
the following definitions in the appropriate alphabetical
order:
“ Capital Account
True-Up Election ” has the meaning assigned to such term
in Section 6.1(d)(xv)(C).
“ Issue Price
” means the price at which a Unit is purchased from the
Company, after taking into account any sales commission or
underwriting discount charged to the Company and after taking into
account any other form of discount with respect to the price at
which a Unit is purchased from the Company. In the case of the
Privately Placed Common Units, the Issue Price shall be deemed to
be $44.00 per Unit.
“ Per Unit Capital
Amount ” means, as of any date of determination, the
Capital Account, stated on a per Unit basis, as the case may be,
underlying any Common Unit (other than a Privately Placed Common
Unit), Preferred Unit or Privately Placed Common Unit, as the case
may be, held by a Person.
“ Private Placement
Value ” means with respect to the Privately Placed Common
Units, $44.00 per Unit.
“ Privately Placed
Common Units ” means the Common Units issued pursuant to
the Unit Purchase Agreement.
“ Unit Purchase
Agreement ” means the Common Unit Purchase Agreement
dated as of June 1, 2007 between the Partnership and the
purchasers named therein.
2. Section 5.5(a) of the
Partnership Agreement is hereby amended to add the following at the
end of such section:
The initial Capital Account
balance in respect of each Privately Placed Common Unit shall be
the Private Placement Value for such Privately Placed Common Unit,
and the initial Capital Account balance of each holder of Privately
Placed Common Units in respect of all Privately Placed Common Units
held shall be the product of such initial balance for a Privately
Placed Common Unit multiplied by the number of Privately Placed
Common Units held by such holder. Immediately following the
creation
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