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Exhibit 3.1
AMENDMENT NO.
4
TO
SECOND AMENDED AND
RESTATED AGREEMENT OF LIMITED
PARTNERSHIP
OF
ATLAS PIPELINE PARTNERS,
L.P.
THIS AMENDMENT NO. 4 TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
ATLAS PIPELINE PARTNERS, L.P. (this “ Amendment
”), dated as of June 12, 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 Section 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 amendment contemplated
hereby does not adversely affect the Limited Partners in any
material respect; and
WHEREAS, Section 7.10
(a) of the Limited Partnership Agreement provides that,
(i) whoever a potential conflict of interest exists or arises
between, inter alia , the General Partner and the
Partnership, any Partner or Assignee, any resolution or course of
action by the General Partner shall be permitted and deemed
approved by all Partners, and shall not constitute a breach of the
Limited Partnership Agreement or of any duty stated or implied by
law or equity, if the resolution or course of action is, or by
operation of the Limited Partnership Agreement is deemed to be,
fair and reasonable to the Partnership, and (ii) any
resolution of the conflict of interest shall be conclusively deemed
to be fair and reasonable to the Partnership if such res
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