Exhibit 3.1
AMENDMENT NO. 1 TO
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
CALUMET SPECIALTY PRODUCTS PARTNERS, L.P.
This Amendment No. 1 (this “
Amendment No. 1
”) to the First Amended and Restated
Agreement of Limited Partnership of Calumet Specialty Products Partners, L.P., a Delaware limited
partnership (the “
Partnership
”), is hereby adopted effective as of July 5, 2006, by Calumet
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.
WHEREAS
, the General Partner, the Organizational Limited Partners and the Limited Partners of
the Partnership entered into that certain First Amended and Restated Agreement of Limited
Partnership of the Partnership dated as of January 31, 2006 (the “
Partnership Agreement
”);
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;
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; and
WHEREAS
, the following amendment to the Partnership Agreement explicitly provides the General
Partner with the flexibility to make certain tax elections with respect to goodwill for future
offerings in the same way that the General Partner was able to do so in connection with the initial
public offering of common units representing limited partner interests in the Partnership.
NOW THEREFORE
, the General Partner does hereby amend the Partnership Agreement as follows:
Section 1.
Amendment
.
(a) Section 6.2(b)(iii) is hereby amended and restated in its entirety as follows:
(iii) The General Partner shall apply the principles of Treasury Regulation
Section 1.704-3(d) to eliminate Book-Tax Disparities, except as otherwise determined
by the General Partner with respect to goodwill, if any.
Section 2.
Ratification of Partnership Agreement
. Except as expressly modified and
amended herein, all of the terms and conditions of the Partnership Agreement shall remain in full
force and effect.
Section 3.
Governing Law
. This Amendment No. 1 will be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the principles of conflicts of
law.
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