SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PIPELINE PARTNERS L.P.
Exhibit 3.1
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
XXXXXXXX PIPELINE PARTNERS L.P.
This Second Amended and Restated Agreement of Limited Partnership (as it may be amended,
supplemented or restated from time to time, the “Agreement”) of Xxxxxxxx Pipeline Partners L.P.
(the “Partnership”) dated as of August 31, 2010 and effective as of the Effective Time (as defined
below), is entered into by and between Xxxxxxxx Pipeline GP LLC, a Delaware limited liability
company, as the general partner (the “General Partner”) and Xxxxxxxx Partners Operating LLC, a
Delaware limited liability company, as the limited partner (the “Limited Partner”).
WHEREAS, on August 31, 2007, the General Partner and Xxxxxxxx Pipeline Services LLC, a
Delaware limited liability company (formerly known as Xxxxxxxx Pipeline Services Company) (the
“Initial Limited Partner”) formed the Partnership pursuant to and in accordance with the Delaware
Revised Uniform Limited Partnership Act, as amended from time to time (the “Act”);
WHEREAS, on January 24, 2008, the General Partner and the Initial Limited Partner amended and
restated the original Agreement of Limited Partnership of the Partnership (as amended and restated,
the “First Amended and Restated Partnership Agreement”).
WHEREAS, the Partnership, the General Partner, Xxxxxxxx Partners L.P., Xxxxxxxx Partners GP
LLC, the Limited Partner and WPZ Operating Company Merger Sub (“Merger Sub”) entered into an
Agreement and Plan of Merger (the “Merger Agreement”) dated as of May 24, 2010, providing for,
among other things, the merger of Merger Sub with and into the Partnership, the admission of the
Limited Partner as a limited partner of the Partnership, all other limited partners of the
Partnership simultaneously ceasing to be limited partners of the Partnership and the amendment and
restatement of the First Amended and Restated Partnership Agreement.
NOW, THEREFORE, pursuant to the Merger Agreement, the General Partner and the Limited Partner
do hereby amend and restate the First Amended and Restated Partnership Agreement as follows, to be
effective as of the Effective Time (as such term is defined in the Merger Agreement):
1. Name. The name of the limited partnership formed by the Partnership’s Certificate of
Limited Partnership shall continue to be “Xxxxxxxx Pipeline Partners L.P.”
2. Purpose. The Partnership is formed for the object and purpose of, and the nature of the
business to be conducted and promoted by the Partnership is, engaging in any lawful act or
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activity for which limited partnerships may be formed under the Act and engaging in any and all
activities necessary or incidental to the foregoing.
3. Registered Office. The registered office of the Partnership in the State of Delaware is
The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
4. Registered Agent. The name and address of the registered agent of the Partnership for
service of process on the Partnership in the State of Delaware is The Corporation Trust Company,
0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx Xxxxxx, Xxxxxxxx 00000.
5. Partners. The names and the business, residence or mailing addresses of the General
Partner (which hereby continues as the sole general partner of the Partnership) and the Limited
Partner (which is hereby admitted as the sole limited partner of the Partnership) are as follows:
General Partner:
Xxxxxxxx Pipeline GP LLC
Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxxx 00000
Xxxxxxxx Pipeline GP LLC
Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxxx 00000
Limited Partner:
Xxxxxxxx Partners Operating LLC
Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxxx 00000
Xxxxxxxx Partners Operating LLC
Xxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxxx 00000
6. Powers. The Partnership shall be managed by the General Partner, and the powers of the
General Partner include all powers, statutory and otherwise, possessed by general partners under
the laws of the State of Delaware. Notwithstanding any other provisions of this Agreement, the
General Partner is authorized to execute and deliver any document on behalf of the Partnership
without any vote or consent of any other partner.
7. Dissolution. The Partnership shall dissolve, and its affairs shall be wound up if (a)
all of the partners of the Partnership approve in writing, (b) an event of withdrawal of a general
partner has occurred under the Act unless there is a remaining general partner who is hereby
authorized to, and does, carry on the business of the Partnership without dissolution or the
business of the Partnership is continued without dissolution in accordance with the Act, (c) there
are no limited partners of the Partnership unless the business of the Partnership is continued
without dissolution in accordance with the Act, or (d) an entry of a decree of judicial dissolution
has occurred under § 17-802 of the Act.
8. Partnership Interests. As of the date of this Agreement, the General Partner has a
general partner interest in the Partnership which constitutes 2% of the aggregate partnership
interest (as defined in the Act) of all partners in the Partnership and the Limited Partner has a
limited partner interest in the Partnership which constitutes 98% of the aggregate partnership
interest (as defined in the Act) of all partners in the Partnership.
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9. Distributions. Distributions shall be made to the partners of the Partnership at the
times and in the aggregate amounts determined by the General Partner. Such distributions shall be
allocated among the partners of the Partnership in accordance with their percentage interests in
the Partnership. Notwithstanding any other provision of this Agreement, neither the Partnership,
nor the General Partner on behalf of the Partnership, shall be required to make a distribution to a
partner of the Partnership on account of its interest in the Partnership if such distribution would
violate the Act or other applicable law.
10. Taxes. The General Partner shall prepare and timely file (on behalf of the
Partnership) all state and local tax returns, if any, required to be filed by the Partnership. The
Partnership and the partners acknowledge that for federal income tax purposes, the Partnership is
intended to be disregarded as an entity separate from the partners of the Partnership.
11. Assignments.
(a) The Limited Partner may assign all or any part of its partnership interest in the
Partnership and may withdraw from the Partnership only if the Partnership will have a limited
partner after such withdrawal. Upon the withdrawal of the Limited Partner, the Limited Partner
shall receive any amount the Limited Partner contributed to the Partnership.
(b) The General Partner may assign all or any part of its partnership interest in the
Partnership and may withdraw from the Partnership without the consent of the Limited Partner.
12. Withdrawal. Except to the extent set forth in Section 11, no right is given to any
partner of the Partnership to withdraw from the Partnership.
13. Admission of Additional or Substitute Partners.
(a) One or more additional or substitute limited partners of the Partnership may be admitted
to the Partnership with only the consent of the General Partner.
(b) One or more additional or substitute general partners of the Partnership may be admitted
to the Partnership with only the consent of the General Partner.
14. Indemnification.
(a) As used in Sections 14, 15 and 16, the following terms shall have the following meanings
respectively:
“Indemnitee” means any Person who is not an employee of The Xxxxxxxx Companies, Inc.
and is or was an officer or director of any entity in the Partnership Controlled Group and any
Person who is or was serving at the request of any entity in the Partnership Controlled Group as an
officer, director, employee, member, partner, agent, fiduciary or trustee of another Person;
provided, that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services
basis, trustee, fiduciary or custodial services.
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“Partnership Controlled Group” means the Partnership, the General Partner, Xxxxxxxx
Pipeline Operating LLC, a Delaware limited liability company, and Xxxxxxxx Pipeline Partners
Holdings LLC, a Delaware limited liability company.
“Person” means an individual or a corporation, firm, limited liability company,
partnership, joint venture, trust, unincorporated organization, association, government agency or
political subdivision thereof or other entity.
(b) To the fullest extent permitted by law but subject to the limitations expressly provided
in this Agreement, all Indemnitees shall be indemnified and held harmless by the Partnership from
and against any and all losses, claims, damages, liabilities, joint or several, expenses (including
legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts
arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnitee may be involved, or is threatened to be
involved, as a party or otherwise, by reason of its status as an Indemnitee, for acts or omissions
occurring at or prior to the Effective Time (as defined in the Merger Agreement); provided, that
the Indemnitee shall not be indemnified and held harmless if there has been a final and
non-appealable judgment entered by a court of competent jurisdiction determining that, in respect
of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 14, the
Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal
matter, acted with knowledge that the Indemnitee’s conduct was unlawful. Any indemnification
pursuant to this Section 14 shall be made only out of the assets of the Partnership, it being
agreed that the General Partner shall not be personally liable for such indemnification and shall
have no obligation to contribute or loan any monies or property to the Partnership to enable it to
effectuate such indemnification.
(c) To the fullest extent permitted by law, expenses (including legal fees and expenses)
incurred by an Indemnitee who is indemnified pursuant to Section 14(b) in defending any claim,
demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior
to a determination that the Indemnitee is not entitled to be indemnified upon receipt by the
Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall
be determined that the Indemnitee is not entitled to be indemnified as authorized in this Section
14.
(d) The indemnification provided by this Section 14 shall be in addition to any other rights
to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both
as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other
capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall
inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.
(e) The Partnership may purchase and maintain (or reimburse the General Partner or its
affiliates for the cost of) insurance, on behalf of the General Partner, its affiliates and such
other Persons as the General Partner shall determine, against any liability that may be asserted
against, or expense that may be incurred by, such Person in connection with the Partnership’s
activities or such Person’s activities on behalf of the Partnership, regardless of whether the
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Partnership would have the power to indemnify such Person against such liability under the
provisions of this Agreement.
(f) For purposes of this Section 14, the Partnership shall be deemed to have requested an
Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its
duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan
or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning
of Section 14(b); and action taken or omitted by it with respect to any employee benefit plan in
the performance of its duties for a purpose reasonably believed by it to be in the best interest of
the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the
best interests of the Partnership.
(g) In no event may an Indemnitee subject the Limited Partner to personal liability by reason
of the indemnification provisions set forth in this Agreement.
(h) An Indemnitee shall not be denied indemnification in whole or in part under this Section
14 because the Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms of this Agreement
or the First Amended and Restated Partnership Agreement.
(i) The provisions of this Section 14 are for the benefit of the Indemnitees, their heirs,
successors, assigns and administrators and shall not be deemed to create any rights for the benefit
of any other Persons.
(j) No amendment, modification or repeal of this Section 14 or any provision hereof shall in
any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be
indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such
Indemnitee under and in accordance with the provisions of this Section 14 as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising from or relating to
matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless
of when such claims may arise or be asserted.
15. Liability of Indemnitees.
(a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall
be liable for monetary damages to the Partnership, the Limited Partner or a permitted assignee
thereof or any other Persons who have acquired equity interests in the Partnership or are otherwise
bound by this Agreement, for losses sustained or liabilities incurred as a result of any act or
omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a
court of competent jurisdiction determining that, in respect of the matter in question, the
Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal
matter, acted with knowledge that the Indemnitee’s conduct was criminal.
(b) To the extent that, at law, in equity or otherwise, an Indemnitee has duties (including
fiduciary duties) and liabilities relating thereto to the Partnership or to the partners, and any
other Indemnitee acting in connection with the Partnership’s business or affairs shall not
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be liable to the Partnership, any partner or any of their permitted assignees or any other
Person bound by this Agreement for its good faith reliance on the provisions of this Agreement.
(c) Any amendment, modification or repeal of this Section 15 or any provision hereof shall be
prospective only and shall not in any way affect the limitations on the liability of the
Indemnitees under this Section 15 as in effect immediately prior to such amendment, modification or
repeal with respect to claims arising from or relating to matters occurring, in whole or in part,
prior to such amendment, modification or repeal, regardless of when such claims may arise or be
asserted.
16. Third-Party Beneficiaries. Each partner agrees that any Indemnitee shall be entitled
to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those
provisions of this Agreement affording a right, benefit or privilege to such Indemnitee.
17. Governing Law. This Agreement shall be governed by, and construed under, the laws of
the State of Delaware, all rights and remedies being governed by said laws.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this
Second Amended and Restated Agreement of Limited Partnership as of the date first written above.
| GENERAL PARTNER XXXXXXXX PIPELINE GP LLC |
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| By: | /s/ Xxxxxx X. Sailor | |||
| Name: | Xxxxxx X. Sailor | |||
| Title: | Treasurer | |||
| LIMITED PARTNER |
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| XXXXXXXX PARTNERS OPERATING LLC | ||||
| By: | XXXXXXXX PARTNERS L.P., its sole member |
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| By: | XXXXXXXX PARTNERS GP LLC, its general partner |
|||
| By: | /s/ Xxxxxx X. Sailor | |||
| Name: | Xxxxxx X. Sailor | |||
| Title: | Treasurer | |||
Second Amended and Restated Agreement of Limited
Partnership of Xxxxxxxx Pipeline Partners L.P.
Partnership of Xxxxxxxx Pipeline Partners L.P.
