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Exhibit 3.1
AMENDMENT NO. 3
TO
FOURTH AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
MAGELLAN MIDSTREAM
PARTNERS, L.P.
July 27,
2007
This Amendment No. 3
(this “ Amendment No. 3 ”) to the
Fourth Amended and Restated Agreement of Limited Partnership of
Magellan Midstream Partners, L.P. (the “
Partnership ”) is entered into by Magellan GP,
LLC, 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 the Partnership Agreement.
RECITALS:
WHEREAS , in order to
comply with New York Stock Exchange Rule 501.00 – DRS
Participation, this Amendment No. 3 is needed to amend the
provisions of Article IV related to Certificates to allow Common
Units to be uncertificated;
WHEREAS ,
Section 13.1(d)(i) of the Partnership Agreement provides that
the General Partner may amend any provision of the Partnership
Agreement without the approval of any Partner to reflect a change
that, in the discretion of the General Partner, does not adversely
affect the Limited Partners (including any particular class of
Partnership Interests as compared to other classes of Partnership
Interests) in any material respect; and
WHEREAS , acting
pursuant to the power and authority granted to it under
Section 13.1(d)(i) of the Partnership Agreement, the General
Partner has determined that the following amendment to the
Partnership Agreement does not adversely affect the Limited
Partners (including any particular class of Partnership Interests
as compared to other classes of Partnership Interests) in any
material respect.
NOW THEREFORE , the
General Partner does hereby amend the Partnership Agreement as
follows:
1. The word
“shall” in the first sentence of Section 4.1 shall
be replaced by the word “may.”
2. The following sentence
shall be added to the end of Section 4.1:
“Notwithstanding the
above provisions, Common Units may be
uncertificated.”
3. The last sentence of
Section 4.5(a) shall be amended to read as follows:
“Upon surrender of a
Certificate for registration of transfer of any Limited Partner
Interests evidenced by a Certificate, and subject to the provisions
of Section 4.5(b), the appropriate officers of the General
Partner on behalf of the Partnership shall execute and
deliver, and in the
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