EXHIBIT 3.1
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
WILLIAMS ENERGY PARTNERS L.P.
THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF WILLIAMS ENERGY PARTNERS L.P. (this "Amendment"), dated as of
November 15, 2002, is entered into and effectuated by WEG GP LLC, a Delaware
limited liability company, as the General Partner, pursuant to authority granted
to it in Article 13 of the Second Amended and Restated Agreement of Limited
Partnership of Williams Energy Partners L.P., dated as of September 27, 2002
(the "Partnership Agreement"). Capitalized terms used but not defined herein are
used as defined in the Partnership Agreement.
WHEREAS, Section 13.1 of the Partnership Agreement provides that the
General Partner, without the approval of any Partner, may amend any provision of
the Partnership Agreement to reflect a change that, in the discretion of the
General Partner, 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;
WHEREAS, the General Partner deems it in the best interest of the
Partnership to effect this Amendment in order to provide for (i) a change to the
definitions of "Outstanding" and "Unit Majority", (ii) to amend Section 11.2
with respect to the vote required to remove the General Partner, and (iii) and
to make certain related amendments to the Partnership Agreement; and
WHEREAS, the holders of all the outstanding Class B Common Units and
Subordinated Units have approved this amendment as reflected by their signatures
hereto.
NOW, THEREFORE, the Partnership Agreement is hereby amended as follows:
1. The definition of "Unit Majority" in Section 1.1 is hereby amended to
read in its entirety as follows:
"Unit Majority" means during the Subordination Period, (a) at least a
majority of the Outstanding Common Units, excluding Common Units held by the
General Partner and any Affiliates of the General Partner, voting as a class and
(b) at least a majority of the Outstanding Common Units and the Outstanding
Subordinated Units voting as a class; provided, however, that each Common Unit
shall count as one Unit and have one vote and each Subordinated Unit shall count
as .5 of a Unit and have .5 of a vote for the purpose of this clause (b), and
for the purpose of determining a quorum under Section 13.9, each Outstanding
Subordinated Unit shall be counted as .5 of an Outstanding Limited Partner
Interest. After the Subordination Period has ended, "Unit Majority" means a
majority of the Outstanding Common Units.
2. Section 5.12(i) is amended to read in its entirety as follows:
"(i) The Class B Common Units will have no voting rights (except pursuant
to Section 13.3(c)), and no Class B Common Unit shall be deemed Outstanding for
the purpose of determining any vote (other than any vote required pursuant to
Section 13.3 (c)) or quorum under this Agreement."
3. Section 6.7(a) is amended to read in its entirety as follows:
"(a) Except with respect to any limitation on or reduction in the right to
vote provided for in this Agreement and the right to participate in allocations
of income, gain, loss and deduction and distributions made with respect to
Common Units, the holder of a Subordinated Unit shall have all of the rights and
obligations of a Unitholder holding Common Units hereunder; provided, however,
that immediately upon the conversion of Subordinated Units into Common Units
pursuant to Section 5.8, the Unitholder holding a Subordinated Unit shall
possess all of the rights and obligations of a Unitholder holding Common Units
hereunder, including the right to vote as a Common Unitholder and the right to
participate in allocations of income, gain, loss and deduction and distributions
made with respect to Common Units; provided further, however, that such
converted Subordinated Units shall remain subject to the provisions of Sections
5.5(c)(ii), 6.1(d)(x) and 6.7(b)."
4. Section 11.2 is hereby amended to read in its entirety as follows:
Section 11.2 Removal of the General Partner
The General Partner may be removed if such removal is approved by the
Unitholders holding at least 66 2/3% of the Outstanding Units (including Units
held by the General Partner and its Affiliates); provided, however, that for
this purpose, each Common Unit shall count as one Unit and have one vote and
each Subordinated Unit shall count as .5 of a Unit and have .5 of a vote. Any
such action by such holders for removal of the General Partner must also provide
for the election of a successor General Partner by the Unitholders holding a
Unit Majority (including Units held by the General Partner and its Affiliates).
Such removal shall be effective immediately following the admission of a
successor General Partner pursuant to Section 10.3. The removal of the General
Partner shall also automatically constitute the removal of the General Partner
as general partner or managing member, as the case may be, of the other Group
Members of which the General Partner is a general partner or a managing member.
If a Person is elected as a successor General Partner in accordance with the
terms of this Section 11.2, such Person shall, upon admission pursuant to
Section 10.3, automatically become a successor general partner or managing
member, as the case may be, of the other Group Members of which the General
Partner is a general partner or a managing member. The right of the holders of
Outstanding Units to remove the General Partner shall not exist or be exercised
unless the Partnership has received an opinion opining as to the matters covered
by a Withdrawal Opinion of Counsel. Any successor General Partner elected in
accordance with the terms of this Section 11.2 shall be subject to the
provisions of Section 10.3.
5. This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
instrument.
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6. Except as hereby amended and as otherwise provided in this paragraph 6,
the Agreement shall remain in full force and effect. If the General Partner or
its Affiliates pledge any of the Subordinated Units as collateral to secure
indebtedness and such collateral is transferred to the holders of such
indebtedness as a result of a default with respect to such indebtedness, each
such Subordinated Unit shall thereafter count as one Unit and have one vote and
the amendments to Section 11.2 in paragraph 4 shall be of no further force and
effect and such provision shall read in its entirety as previously written in
the Partnership Agreement. If the General Partner or its affiliates pledge any
of the Class B Common Units as collateral to secure indebtedness and such
collateral is transferred to the holders of such indebtedness as a result of a
default with respect to such indebtedness, each Class B Common Unit shall have
one vote as previously provided and the amendment of Section 5.12(i) in
paragraph 2 shall be of no further force and effect and such provision shall
read in its entirety as previously written in the Partnership Agreement.
7. This Amendment shall be governed by, and interpreted in accordance
with, the laws of the State of Delaware, all rights and remedies being governed
by such laws without regard to principles of conflicts of laws.
8. Each provision of this Amendment shall be considered severable and if
for any reason any provision or provisions herein are determined to be invalid,
unenforceable or illegal under any existing or future law, such invalidity,
unenforceability or illegality shall not impair the operation of or affect those
portions of this Amendment that are valid, enforceable and legal.
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IN WITNESS WHEREOF, this Amendment has been executed as of the date first
written above.
WEG GP LLC
General Partner
By: /s/ DON R. WELLENDORF
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Name: Don R. Wellendorf
Title: President and Chief Executive Officer
HOLDER OF ALL CLASS B COMMON UNITS:
WILLIAMS GP LLC
By: /s/ DON R. WELLENDORF
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Name: Don R. Wellendorf
Title: President and Chief Executive Officer
HOLDERS OF ALL SUBORDINATED UNITS:
WILLIAMS ENERGY SERVICES, LLC
By: /s/ PHILLIP D. WRIGHT
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Name: Phillip D. Wright
Title: President and CEO
WILLIAMS NATURAL GAS LIQUIDS, INC.
By: /s/ PHILLIP D. WRIGHT
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Name: Phillip D. Wright
Title: Chairman of the Board, CEO and President
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