FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP
Exhibit 3.1
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NGL ENERGY PARTNERS LP (this “Amendment”) dated as of October 20, 2011 is entered into by NGL Energy Holdings LLC, a Delaware limited liability company, as the General Partner, pursuant to authority granted to the General Partner in Section 13.1 of the Second Amended and Restated Agreement of Limited Partnership of NGL Energy Partners LP, dated as of May 10, 2011 (the “Partnership Agreement”).
WHEREAS, pursuant to Section 13.1 of the Partnership Agreement, each Partner agreed that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect (i) a change that the General Partner determines, among other things, does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect or is necessary or appropriate to facilitate the trading of the Units or (ii) an amendment that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests pursuant to Section 5.6 of the Partnership Agreement; and
WHEREAS, the General Partner has determined that the changes reflected in this Amendment will be beneficial to the Limited Partners, do not adversely affect the Limited Partners in any material respect, are necessary or appropriate to facilitate the trading of the Units, and are necessary or appropriate in connection with the creation, authorization or issuance of classes or series of Partnership Interests pursuant to Section 5.6 of the Partnership Agreement.
NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:
1. New definitions are added to Section 1.1 in the appropriate alphabetical order as follows:
“First Amendment” means that certain First Amendment to this Agreement, dated as of October 20, 2011, entered into by the General Partner.
“Xxxxxxxx Holders” means AO Energy, Inc., a Massachusetts corporation, X. Xxxxxxxx, Inc., a Massachusetts corporation, X. Xxxxxxxx Gas Service, Inc., a Massachusetts corporation, X. Xxxxxxxx Propane, Inc., a Connecticut corporation, Milford Propane, Inc., a Massachusetts corporation, Xxxxxxxx Propane, Inc., a Connecticut corporation, Propane Gas, Inc., a Massachusetts corporation and Saveway Propane Gas Service, Inc., a Connecticut corporation.
2. A new Section 6.10 is added to read as follows:
Section 6.10 Special Provisions Relating to the Xxxxxxxx Holders. Notwithstanding anything to the contrary set forth in this Agreement, the Xxxxxxxx Holders and any of their transferees, as holders of 4,000,000 Common Units issued on October 3, 2011, shall
not be entitled to receive a distribution pursuant to Section 6.3 with respect to such Common Units in regard to the Quarter ended September 30, 2011.
3. Capitalized terms used but not defined herein are given the meanings set forth in the Partnership Agreement.
4. This Amendment will be governed by and construed in accordance with the laws of the State of Delaware.
[signature page follows]
IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first set forth above.
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GENERAL PARTNER: | |
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NGL ENERGY HOLDINGS LLC | |
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By: |
/s/ Xxxxx X. Xxxxx |
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Xxxxx X. Xxxxx |
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Chief Financial Officer |
SIGNATURE PAGE
NGL ENERGY PARTNERS LP
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
