Exhibit 3.1
AMENDMENT NO. 3 TO THIRD
AMENDED AND RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP OF
KINDER
MORGAN ENERGY PARTNERS, L.P.
This Amendment No. 3 to Third Amended and
Restated Agreement of Limited Partnership of Kinder Morgan Energy
Partners, L.P. (this “Amendment”) is hereby adopted
effective as of January 1, 2007, by Kinder Morgan
G.P., Inc., a Delaware corporation (the “General
Partner”), as general partner of Kinder Morgan Energy
Partners, L.P., a Delaware limited partnership (the
“Partnership”), and by Kinder Morgan Management, LLC,
as the delegate of the General Partner. Capitalized terms
used but not defined herein are used as defined in the Partnership
Agreement.
WHEREAS , the
General Partner and the Limited Partners of the Partnership entered
into that certain Third Amended and Restated Agreement of Limited
Partnership of the Partnership dated as of May 18, 2001 (the
“Partnership Agreement”); and
WHEREAS , acting
pursuant to the power and authority granted to it under
Section 15.1(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.
1.
Article II is hereby amended to add or amend and restate the
following definitions:
“
Additional Book Basis” means the portion of
any remaining Carrying Value of an Adjusted Property that is
attributable to positive adjustments made to such Carrying Value as
a result of Book-Up Events. For purposes of determining the extent
that Carrying Value constitutes Additional Book Basis:
(a)
Any negative adjustment made to the Carrying Value of an Adjusted
Property as a result of either a Book-Down Event or a Book-Up Event
shall first be deemed to offset or decrease that portion of the
Carrying Value of such Adjusted Property that is attributable to
any prior positive adjustments made thereto pursuant to a Book-Up
Event or Book-Down Event.
(b)
If Carrying Value that constitutes Additional Book Basis is reduced
as a result of a Book-Down Event and the Carrying Value of other
property is increased as a result of such Book-Down Event, an
allocable portion of any such increase in Carrying Value shall be
treated as Additional Book Basis; provided , that the amount
treated as Additional Book Basis pursuant hereto as a result of
such Book-Down Event shall not exceed the amount by which the
Aggregate Remaining Net Positive Adjustments after such Book-Down
Event exceeds the
1
remaining Additional
Book Basis attributable to all of the Partnership’s Adjusted
Property after such Book-Down Event (determined without regard to
the application of this clause (b) to such Book-Down
Event).
“
Additional Book Basis Derivative Items” means
any Book Basis Derivative Items that are computed with reference to
Additional Book Basis. To the extent that the Additional Book Basis
attributable to all of the Partnership’s Adjusted Property as
of the beginning of any taxable period exceeds the Aggregate
Remaining Net Positive Adjustments as of the beginning of such
period (the “ Excess Additional Book Basis ”),
the Additional Book Basis Derivative Items for such period shall be
reduced by the amount that bears the same ratio to the amount of
Additional Book Basis Derivative Items determined without regard to
this sentence as the Excess Additional Book Basis bears to the
Additional Book Basis as of the beginning of such period.
“
Aggregate Remaining Net Positive Adjustments”
means, as of the end of any taxable period, the sum of the
Remaining Net Positive Adjustments of all the Partners.
“
Book Basis Derivative Items” means any item of
income, deduction, gain or loss included in the determination of
Net Income or Net Loss that is computed with reference to the
Carrying Value of an Adjusted Property (e.g., depreciation,
depletion, or gain or loss with respect to an Adjusted
Property).
“
Book-Down Event” means an event after which a
negative adjustment is made to the aggregate Carrying Values of the
assets of the Partnership pursuant to Section 4.3(d).
“
Book-Up Event” means an event after which a
positive adjustment is made to the aggregate Carrying Values of the
assets of the Partnership pursuant to Section 4.3(d).
“
Disposed of Adjusted Property” has the meaning
assigned to such term in Section 5.1(d)(xi)(B).
“Net
Positive Adjustments” means, with respect to
any Partner, the excess, if any, of the total positive adjustments
over the total negative adjustments made to the Capital Account of
such Partner pursuant to Book-Up Events and Book-Down Events.
“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 in a single transaction or a series of related
transactions. The items included in the determination of Net
Termination Gain shall be determined in accordance with
Section 4.3(b) and shall not include any items of income,
gain or loss specially allocated under Section 5.1(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 in a single transaction or a series of related
transactions. The items included in the
2
determination of Net
Termination Loss shall be determined in accordance with
Section 4.3(b) and shall not include any items of income,
gain or loss specially allocated under
Section 5.1(d).
“
Remaining Net Positive Adjustments” means as
of the end of any taxable period, (i) with respect to the
holders of Units, the excess of (a) the Net Positive
Adjustments of such holders as of the end of such period over
(b) the sum of those Partners’ Share of Additional Book
Basis Derivative Items for each prior taxable period, and
(ii) with respect to the General Partner (as holder of the
gen
| 
