Delaware
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43-2094238
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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3.1 Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of Atlas Energy, L.P.
3.2 Amendment to Certificate of Limited Partnership of Atlas Energy, L.P.
Atlas Energy, L.P.
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Date: December 13, 2011
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By:
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/s/ Lisa Washington
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Lisa Washington
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Vice President, Chief Legal Officer and Secretary
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Exhibit No.
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Description
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EX-3.1
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Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of Atlas Energy, L.P.
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EX-3.2
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Amendment to Certificate of Limited Partnership of Atlas Energy, L.P.
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AMENDMENT NO. 2
TO
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
ATLAS ENERGY, L.P.
THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this "Amendment"), effective as of December 12, 2011, is entered into by Atlas Energy GP, LLC, a Delaware limited liability company (the "General Partner"), the general partner of Atlas Energy, L.P., a Delaware limited partnership (the "Partnership"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Partnership Agreement (defined below).
WHEREAS, Section 13.1(a) of the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of February 17, 2011 and as amended from time to time (the "Partnership Agreement"), provides 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 a change in the location of the principal place of business of the Partnership; and
WHEREAS, the Board of Directors of the General Partner has determined to change the location of the principal place of business of the Partnership; and
WHEREAS, the General Partner has filed an amendment to the Partnership's Certificate of Limited Partnership with the Secretary of State of the State of Delaware to reflect a change in the principal place of business of the General Partner.
NOW, THEREFORE, it is hereby agreed as follows:
Park Place Corporate Center One
1000 Commerce Drive, 4th Floor
Pittsburgh, PA 15275-1011
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.
ATLAS ENERGY, L.P.
By: Atlas Energy GP, LLC, its general partner
By: /s/ Lisa Washington
Name: Lisa Washington
Title: Vice President, Chief Legal Officer and Secretary
Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership of Atlas Energy, L.P.
STATE OF DELAWARE
AMENDMENT TO THE CERTIFICATE OF
LIMITED PARTNERSHIP
OF
ATLAS ENERGY, L.P.
The undersigned, desiring to amend the Certificate of Limited Partnership, as amended, pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
1. The name of the Limited Partnership is: Atlas Energy, L.P.
2. Article 3 of the Certificate of Limited Partnership, as amended, shall be amended as follows:
3. The name and mailing address of the sole general partner are as follows:
Atlas Energy GP, LLC
Park Place Corporate Center One
1000 Commerce Drive, 4th Floor
Pittsburgh, PA 15275-1011
IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 12th day of December, 2011.
ATLAS ENERGY, L.P.
By: Atlas Energy GP, LLC, its general partner
By: /s/ Lisa Washington
Name: Lisa Washington
Title: Vice President, Chief Legal Officer and Secretary