Exhibit 3.1
AMENDMENT NO. 3 TO AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
REGENCY ENERGY PARTNERS LP
This Amendment No. 3 to the
Amended and Restated Agreement of Limited Partnership of Regency
Energy Partners LP (this “Amendment”), dated as of
January 7, 2008, is entered into and effectuated by Regency GP
LP, a Delaware limited partnership, as the General Partner,
pursuant to authority granted to it in Section 5.6 of the
Amended and Restated Agreement of Limited Partnership of Regency
Energy Partners LP, dated as of February 3, 2006, as amended
by Amendment No. 1 thereto, dated as of August 15, 2006,
and Amendment No. 2 thereto, dated as of September 21,
2006 (as amended, the “Partnership Agreement”).
Capitalized terms used but not defined herein are used as defined
in the Partnership Agreement.
WHEREAS, Section 5.6 of the
Partnership Agreement provides that the General Partner, without
the approval of any Limited Partners, may issue additional
Partnership Securities, or classes or series thereof, for any
Partnership purpose at any time and from time to time, and may
issue such Partnership Securities for such consideration and on
such terms and conditions as shall be established by the General
Partner in its sole discretion; and
WHEREAS, Section 13.1 of the
Partnership Agreement provides that the General Partner, without
the approval of any other Partner, may amend any provision of the
Partnership Agreement 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 Partnership
Agreement; and
WHEREAS, the General Partner deems it
in the best interest of the Partnership to effect this Amendment in
order to provide for the issuance of the Class E Common Units
(as hereinafter defined) in connection with the consummation of the
acquisition by the Partnership and Regency Gas Services LP, a
Delaware limited partnership and a wholly owned subsidiary of the
Partnership (“Gas Services”), of all outstanding
limited liability company interests of FrontStreet Hugoton, LLC, a
Delaware limited liability company, pursuant to that certain
Contribution Agreement, dated December 10, 2007, among the
Partnership, Gas Services, ASC Hugoton LLC, a Delaware limited
liability company, FrontStreet EnergyOne LLC, a Delaware limited
liability company and, solely for purposes of Section 2.3(g)
thereof, Aircraft Services Corporation;
NOW, THEREFORE, the Partnership
Agreement is hereby amended as follows:
Section 1.
Amendment.
(a) Section 1.1 is hereby
amended to add or amend and restate the following
definitions:
(i) “ Class E Common
Unit ” means a Partnership Security representing a
fractional part of the Partnership Interests of all Limited
Partners, and having the rights and obligations specified with
respect to the Class E Common Units in this Agreement. Unless
otherwise specifically provided herein or under applicable law, the
term “ Class E Common Unit ” refers to a
unit of a series of the class of
1
Common Units
and each Class E Common Unit shall be treated as if it were a
Common Unit for all purposes.
(ii) “ Class E
Conversion Date” means the first date on which
Class E Common Units may be converted into Common Units, as
determined pursuant to Section 5.13(b) of the Partnership
Agreement.
(iii) “ Partnership
Security ” means any class or series of equity interest
in the Partnership (but excluding any options, rights, warrants and
appreciation rights relating to an equity interest in the
Partnership), including without limitation Common Units,
Class B Common Units, Class C Common Units, Class E
Common Units, Subordinated Units and Incentive Distribution
Rights.
(iv) “ Unit ”
means a Partnership Security that is designated as a “
Unit ” and shall include Common Units, Class B
Common Units, Class C Common Units, Class E Common Units
and Subordinated Units but shall not include (i) General
Partner Units (or the General Partner Interest represented thereby)
or (ii) Incentive Distribution Rights.
(v) “ Unit Majority
” means, during the Subordination Period, at least a majority
of the Outstanding Common Units, Class B Common Units,
Class C Common Units and Class E Common Units (excluding
Common Units, Class B Common Units, Class C Common Units
and Class E Common Units owned by the General Partner and its
Affiliates) voting as a class and at least a majority of the
Outstanding Subordinated Units voting as a single class and, after
the end of the Subo
