Exhibit 3.1
AMENDMENT NO. 2 TO
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP
OF
MARTIN MIDSTREAM PARTNERS L.P.
This AMENDMENT NO. 2 TO FIRST AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARTIN MIDSTREAM
PARTNERS L.P. (this “Amendment”) is hereby adopted
effective as of January 1, 2007 by Martin Midstream GP LLC, a
Delaware limited liability company (the “General
Partner”), as the general partner of Martin Midstream
Partners L.P. (the “Partnership”). Capitalized terms
used but not defined herein are used as defined in the First
Amended and Restated Agreement of Limited Partnership of Martin
Midstream Partners L.P., dated as of November 6, 2002 (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 t
