Exhibit 3.1
AMENDMENT NO. 1 TO THE SECOND AMENDED AND
RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
GLOBAL PARTNERS LP
THIS AMENDMENT NO. 1 TO THE SECOND AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF GLOBAL PARTNERS LP
(this “ Amendment ”), dated as of April 14,
2008, is hereby adopted effective (in accordance with
Section 761(c) of the Code) as of January 1, 2007,
by Global GP LLC, a Delaware limited liability company, as the
General Partner, pursuant to authority granted to it in
Section 13.1 of the Second Amended and Restated Agreement of
Limited Partnership of Global Partners LP, dated as of May 9,
2007 (the “ Partnership Agreement ”).
Capitalized terms used but not defined herein are used as defined
in the Partnership Agreement.
WHEREAS, the General Partner desires to amend
the Partnership Agreement to make certain adjustments to certain
allocation provisions and the definitions related thereto;
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, it is hereby agreed as
follows:
A.
Amendment . The Partnership Agreement is hereby
amended as follows:
1.
Section 1.1 is hereby amended to add the following
definition:
“ Disposed of Adjusted Property
” has the meaning assigned to such term in
Section 6.1(d)(xii)(B).
2.
Section 1.1 is hereby amended by amending and restating the
following definitions:
“ 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).
“ 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).
3.
Section 5.5(d) is hereby amended and restated 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 using such method of valuation as it may adopt;
provided, however, that the General Partner, in arriving at such
valuation, must take fully into account the fair market value of
the Partnership Interests of all Partners at such time. The General
Partner shall allocate such aggregate value among the assets of the
Partnership (in such manner as it determines) to arrive at a fair
market value for individual properties. A
