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Exhibit 3.1
AMENDMENT NO. 2
TO
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
SEMGROUP ENERGY PARTNERS,
L.P.
This Amendment No. 2
(this “Amendment No. 2”) 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 June 25,
2008, 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 (as amended, the “Partnership
Agreement”).
WHEREAS , the General
Partner, the Organizational Limited Partner and the Limited
Partners of the Partnership entered into the Partnership
Agreement;
WHEREAS , the
Partnership Agreement was amended by that certain Amendment
No. 1 to First Amended and Restated Agreement of Limited
Partnership of SemGroup Energy Partners, L.P., adopted on
April 14, 2008 to be effective as of July 20, 2007;
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
Li
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