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Exhibit 3.1
AMENDMENT NO. 1
TO
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
SEMGROUP ENERGY PARTNERS,
L.P.
This Amendment No. 1
(this “Amendment No. 1”) to the First Amended and
Restated Agreement of Limited Partnership of SemGroup Energy
Partners, L.P., a Delaware limited partnership (the
“Partnership”), is hereby adopted on April 14,
2008, to be effective as of July 20, 2007, by SemGroup Energy
Partners G.P., L.L.C., a Delaware limited liability company (the
“General Partner”), as general partner of the
Partnership. Capitalized terms used but not defined herein are used
as defined in that certain First Amended and Restated Agreement of
Limited Partnership of the Partnership dated as of July 20,
2007 (the “Partnership Agreement”).
WHEREAS , the General
Partner, the Organizational Limited Partner and the Limited
Partners of the Partnership entered into the Partnership Agreement;
and
WHEREAS , acting
pursuant to the power and authority granted to it under
Section 13.1(d) of the Partnership Agreement, the General
Partner has determined that the following amendment to the
Partnership Agreement does not require the approval of any Limited
Partner.
NOW THEREFORE , the
General Partner does hereby amend the Partnership Agreement as
follows:
Section 1.
Amendment .
(a) Section 1.1 is
hereby amended to add or amend and restate the following
definitions:
(i) “ Disposed of
Adjusted Property ” has the meaning assigned to such term
in Section 6.1(d)(xii)(B).
(ii) “ Net
Termination Gain ” means, for any taxable year, the sum,
if positive, of all items of income, gain, loss or deduction
recognized by the Partnership (a) after the Liquidation Date
or (b) upon the sale, exchange or other disposition of all or
substantially all of the assets of the Partnership Group, taken as
a whole, in a single transaction or a series of related
transactions (excluding any disposition to a member of the
Partnership Group). The items included in the determination of Net
Termination Gain shall be determined in accordance with
Section 5.5(b) and shall not include any items of income, gain
or loss specially allocated under Section 6.1(d).
(iii) “ Net
Termination Loss ” means, for any taxable year, the sum,
if negative, of all items of income, gain, loss or deduction
recognized by the Partnership (a) after the Liquidation Date
or (b) upon the sale, exchange or other disposition of all or
substantially all of the assets of the Partnership Group, taken as
a whole, in a single transaction or a series of related
transactions (excluding any disposition to a member of the
Partnership Group). The items included in the determination of Net
Termination Loss shall be determined in accordance with
Section 5.5(b) and shall not include any items of income, gain
or loss specially allocated under Section 6.1(d).
(b) Section 5.5(d) is
hereby amended and restated in its entirety as follows:
(i) In accordance with
Treasury Regulation Section 1.704-1(b)(2)(iv)(f), on an
issuance of additional Partnership Interests for cash or
Contributed Property, the issuance of Partnership Interests as
consideration for the provision of services or the conversion of
the General Partner’s Combined Interest to Common Units
pursuant to Section 11.3(b), the Capital Accounts of all
Partners and the Carrying Value of each Partnership property
immediately prior to such issuance shall be adjusted upward or
downward to reflect any Unrealized Gain or Unrealized Loss
attributable to such Partnership property, as if such Unrealized
Gain or Unrealized Loss had been recognized on an actual sale of
each such property for an amount equal to its fair market value
immediately prior to such issuance and had been allocated to the
Partners at such time pursuant to Section 6.1(c) in the same
manner as any item of gain or loss actually recognized following an
event giving rise to the dissolution of the Partnership would have
been allocated. In determining such Unrealized Gain or Unrealized
Loss, the aggregate cash amount and fair market value of all
Partnership assets (including cash or cash equivalents) immediately
prior to the issuance of additional Partnership Interests shall be
determined by the General Partner
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