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Exhibit
3.1
FIRST AMENDMENT TO
THE
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
RIO VISTA ENERGY PARTNERS
L.P.
This First Amendment to the First Amended and
Restated Agreement of Limited Partnership of Rio Vista Energy
Partners L.P., dated as of October 26, 2005 (this “First
Amendment”), is entered into by and between Rio Vista GP LLC,
a Delaware limited liability company, as the General Partner, and
the Limited Partners of Rio Vista Energy Partners L.P., a Delaware
limited partnership (the “Partnership”). Capitalized
terms used, and not otherwise defined, herein shall have the same
meaning as set forth in the First Amended and Restated Agreement of
Limited Partnership of the Partnership dated as of September 16,
2004 (the “Partnership Agreement”).
WHEREAS, the General Partner and the Limited
Partners are party to the Partnership Agreement; and
WHEREAS, in accordance with Section 13.2 of the
Partnership Agreement, on August 9, 2005, the General Partner
proposed an amendment to the Partnership Agreement on the terms set
forth herein; and
WHEREAS, in accordance with Section 13.3(d) of
the Partnership Agreement, the Partnership obtained an opinion of
counsel dated September 20, 2005, to the effect that such amendment
will not affect the limited liability of any Limited Partner under
Delaware law; and
WHEREAS, in accordance with Section
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