Attached files
file | filename |
---|---|
S-1/A - FORM S-1/A - American Midstream Partners, LP | h80486a5sv1za.htm |
EX-8.1 - EX-8.1 - American Midstream Partners, LP | h80486a5exv8w1.htm |
EX-5.1 - EX-5.1 - American Midstream Partners, LP | h80486a5exv5w1.htm |
Exhibit 3.6
FIRST AMENDMENT TO
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMERICAN MIDSTREAM GP, LLC
A Delaware Limited Liability Company
THIS FIRST AMENDMENT (this Amendment) TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT (the LLC Agreement) of AMERICAN MIDSTREAM GP, LLC, a Delaware limited liability company
(the Company), executed effective as of July [__], 2011 (the Effective Date), is adopted,
executed and agreed to by AIM Midstream Holdings, LLC, a Delaware limited liability company (the
Sole Member), as the sole member of the Company. Capitalized terms used by not defined herein
shall have the meaning ascribed to those terms in the LLC Agreement.
RECITALS
WHEREAS, pursuant to Section 13.5 of the LLC Agreement, the LLC Agreement may be
amended or restated by a written instrument executed by the Members of the Company; and
WHEREAS, by written consent dated
July 1, 2011 and duly adopted by the Sole Member, the
Sole Member determined that it is fair and reasonable and in the best interests of the Company that
the form, terms and provisions of this Amendment be approved and adopted; and
WHEREAS, the Sole Member is the sole member of the Company.
NOW, THEREFORE, the Sole Member does hereby amend the LLC Agreement as of the Effective Date
as follows:
Section 1. Amendment
(a) Section 6.10(c). Section 6.10(c) is hereby amended in its entirety to read
as follows:
(c) The Board may have a conflicts committee (the Conflicts Committee) comprised of one or
more Directors, each of whom shall be an Independent Director and none of whom shall be (i) a
security holder, officer or employee of the Company, (ii) an officer, director or employee of an
Affiliate of the Company or (iii) a holder of any ownership interest in the Partnership or any of
its subsidiaries other than Common Units or awards that may be granted under the LTIP. The
Conflicts Committee shall function in the manner described in the Partnership Agreement.
Section 2. The LLC Agreement, as modified herein, is hereby RATIFIED and CONFIRMED and shall
remain in full force and effect.
IN WITNESS WHEREOF, the Sole Member has executed this Amendment as of the Effective Date.
SOLE MEMBER: AIM MIDSTREAM HOLDINGS, LLC |
||||
By: | AIM Universal Holdings, LLC, its manager | |||
By: | ||||
Name: | Robert B. Hellman, Jr. | |||
Title: | Managing Member | |||