|
Exhibit 3.1
AMENDMENT NO. 3
TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
NUSTAR ENERGY
L.P.
This Amendment No. 3,
dated as of April 10, 2008 (this “ Amendment
”) to the Third Amended and Restated Agreement of Limited
Partnership (as amended, the “ Partnership Agreement
”) of NuStar Energy L.P. (the “ Partnership
”) is hereby adopted by Riverwalk Logistics, L.P., a Delaware
limited partnership (the “General Partner”), as general
partner of the Partnership. 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, which adjustments shall be effective in accordance
with Section 761(c) of the Code as of January 1, 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 Limited Partner.
NOW THEREFORE, the General
Partner does hereby amend the Partnership Agreement as
follows:
1. Section 1.1 is hereby amended to
add or amend and restate the following definitions:
“ Disposed of
Adjusted Property ” has the meaning assigned to such term
in Section 6.1(d)(xii)(B).
“ 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).
2. Section 5.5(d) is hereby amended
and restated to read in its entirety as follows:
1
(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 immediately prior to such issuance for an amount
equal to its fair market value 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, without limitation, cash or cash
equivalents) immediately prior to the issuance of additional
Partnership Interests shall be determined by the General Partner
using such reasonabl
| 
