Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 881K
2: EX-3.11 Articles of Incorporation/Organization or Bylaws HTML 33K
3: EX-3.12 Articles of Incorporation/Organization or Bylaws HTML 128K
4: EX-3.13 Articles of Incorporation/Organization or Bylaws HTML 38K
5: EX-3.14 Articles of Incorporation/Organization or Bylaws HTML 30K
6: EX-3.15 Articles of Incorporation/Organization or Bylaws HTML 62K
7: EX-3.16 Articles of Incorporation/Organization or Bylaws HTML 37K
8: EX-3.17 Articles of Incorporation/Organization or Bylaws HTML 34K
9: EX-3.18 Articles of Incorporation/Organization or Bylaws HTML 31K
10: EX-3.19 Articles of Incorporation/Organization or Bylaws HTML 72K
11: EX-3.20 Articles of Incorporation/Organization or Bylaws HTML 35K
12: EX-3.21 Articles of Incorporation/Organization or Bylaws HTML 31K
13: EX-3.22 Articles of Incorporation/Organization or Bylaws HTML 61K
14: EX-3.23 Articles of Incorporation/Organization or Bylaws HTML 46K
15: EX-3.24 Articles of Incorporation/Organization or Bylaws HTML 34K
16: EX-3.25 Articles of Incorporation/Organization or Bylaws HTML 30K
17: EX-3.26 Articles of Incorporation/Organization or Bylaws HTML 58K
18: EX-3.27 Articles of Incorporation/Organization or Bylaws HTML 34K
19: EX-4.4 Instrument Defining the Rights of Security Holders HTML 62K
20: EX-4.5 Instrument Defining the Rights of Security Holders HTML 63K
21: EX-10.5 Material Contract HTML 105K
22: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
23: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
24: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
25: EX-32.2 Certification -- §906 - SOA'02 HTML 30K
75: R1 Document and Entity Information HTML 54K
62: R2 Consolidated and Condensed Balance Sheets HTML 126K
(Unaudited)
73: R3 Consolidated and Condensed Balance Sheets HTML 31K
(Unaudited) (Parenthetical)
77: R4 Consolidated and Condensed Statements of HTML 133K
Operations (Unaudited)
96: R5 Consolidated and Condensed Statements of HTML 48K
Operations (Unaudited) (Parenthetical)
64: R6 Consolidated and Condensed Statements of Capital HTML 72K
(Unaudited)
72: R7 Consolidated and Condensed Statements of Cash HTML 170K
Flows (Unaudited)
58: R8 General HTML 36K
48: R9 New Accounting Pronouncements HTML 37K
97: R10 Acquisitions HTML 120K
79: R11 Discontinued operations and divestitures HTML 37K
78: R12 Inventories HTML 42K
84: R13 Investments in Unconsolidated Entities and Joint HTML 93K
Ventures
85: R14 Derivative Instruments and Hedging Activities HTML 92K
82: R15 Fair Value Measurements HTML 92K
86: R16 Supplemental Balance Sheet Information HTML 47K
74: R17 Long-Term Debt and Capital Leases HTML 52K
76: R18 Partners' Capital HTML 76K
81: R19 Related Party Transactions HTML 155K
104: R20 Income Taxes HTML 35K
92: R21 Business Segments HTML 173K
68: R22 Unit Based Awards HTML 76K
80: R23 Condensed Consolidating Financial Information HTML 31K
70: R24 Commitments and Contingencies HTML 32K
40: R25 Subsequent Events HTML 33K
93: R26 Acquisitions (Tables) HTML 95K
100: R27 Inventories (Tables) HTML 41K
53: R28 Investments in Unconsolidated Entities and Joint HTML 85K
Ventures (Tables)
52: R29 Derivative Instruments and Hedging Activities HTML 73K
Derivative Instruments and Hedging Activities
(Tables)
56: R30 Fair Value Measurements (Tables) HTML 83K
57: R31 Supplemental Balance Sheet Information (Tables) HTML 49K
59: R32 Long-Term Debt and Capital Leases (Tables) HTML 48K
38: R33 Partners' Capital Partners' Capital (Tables) HTML 50K
90: R34 Related Party Transactions (Tables) HTML 108K
66: R35 Business Segments (Tables) HTML 168K
69: R36 Unit Based Awards (Tables) HTML 71K
43: R37 General (Details) HTML 39K
103: R38 Acquisitions (Details) HTML 119K
32: R39 Acquisitions Schedule of Purchase Price (Details) HTML 36K
60: R40 Schedule of Purchase Price Allocation (Details) HTML 62K
95: R41 Acquisitions Schedule of Pro Forma Consolidated HTML 57K
Results of Operations (Details)
42: R42 Discontinued operations and divestitures (Details) HTML 34K
51: R43 Inventories (Details) HTML 42K
55: R44 Investments in Unconsolidated Entities and Joint HTML 127K
Ventures (Details)
63: R45 Derivative Instruments and Hedging Activities HTML 39K
Derivative Instruments and Hedging Activities
(Details)
37: R46 Derivative Instruments and Hedging Activities HTML 34K
Derivative Instruments and Hedging Activities
(Details 2)
47: R47 Derivative Instruments and Hedging Activities HTML 52K
Derivative Instruments and Hedging Activities -
Additional Information (Details)
34: R48 Fair Value Measurements (Details) HTML 69K
94: R49 Supplemental Balance Sheet Information - Other HTML 36K
Assets (Details)
41: R50 Supplemental Balance Sheet Information - Other HTML 43K
Accrued Liabilities (Details)
91: R51 Long-Term Debt and Capital Leases (Details) HTML 100K
44: R52 Partners' Capital (Details) HTML 40K
61: R53 Partners' Capital Issuance of Common Units HTML 64K
(Details)
33: R54 Partners' Capital Incentive Distribution Rights HTML 44K
and Distributions of Available Cash (Details)
36: R55 Partners' Capital Reconciliation of net income to HTML 49K
partners interest in net income (Details)
54: R56 Related Party Transactions Narrative (Details) HTML 52K
39: R57 Related Party Transactions Omnibus Agreement HTML 40K
Narrative (Details)
98: R58 Related Party Transactions Motor Carrier Agreement HTML 33K
Narrative (Details)
65: R59 Related Party Transactions Marine Agreements HTML 31K
Narrative (Details)
83: R60 Related Party Transactions Terminal Services HTML 34K
Agreements Narrative (Details)
46: R61 Related Party Transactions Other Agreements HTML 36K
Narrative (Details)
49: R62 Related Party Transactions (Details) HTML 69K
89: R63 Income Taxes (Details) HTML 32K
87: R64 Business Segments (Details) HTML 76K
67: R65 Unit Based Awards Schedule of compensation costs HTML 34K
relate to unit based plan (Details)
88: R66 Unit Based Awards Summary of restricted unit HTML 53K
activity (Details)
45: R67 Unit Based Awards Summary of aggregate intrinsic HTML 34K
value and fair value of units vested (Details)
71: R68 Unit Based Awards Narrative (Details) HTML 43K
99: R69 Subsequent Events (Details) HTML 39K
101: XML IDEA XML File -- Filing Summary XML 131K
35: EXCEL IDEA Workbook of Financial Reports XLSX 243K
50: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 1.74M
26: EX-101.INS XBRL Instance -- mmlp-20140930 XML 2.74M
28: EX-101.CAL XBRL Calculations -- mmlp-20140930_cal XML 249K
29: EX-101.DEF XBRL Definitions -- mmlp-20140930_def XML 782K
30: EX-101.LAB XBRL Labels -- mmlp-20140930_lab XML 1.71M
31: EX-101.PRE XBRL Presentations -- mmlp-20140930_pre XML 1.06M
27: EX-101.SCH XBRL Schema -- mmlp-20140930 XSD 210K
102: ZIP XBRL Zipped Folder -- 0001176334-14-000174-xbrl Zip 265K
‘EX-3.23’ — Articles of Incorporation/Organization or Bylaws
Exhibit 3.23 First Amendment to the LLC Agreement of Perryville Gas Storage, LLC April 14, 2010
EXHIBIT 3.23
FIRST AMENDMENT TO
LIMITED LIABILITY COMPANY AGREEMENT
This First Amendment to Limited Liability Company Agreement (this “Amendment”) of Perryville Gas Storage LLC, a Delaware limited liability company (the “Company”), is entered into and effective as of April 14, 2010 (the “Effective Date”), by Perryville Gas Storage Holding LLC, a Delaware limited liability company, as the sole member of the
Company (“Perryville Holdco”).
WHEREAS, Cardinal Gas Storage Partners LLC (“Cardinal”), as the original sole member of the Company, executed the Limited Liability Company Agreement of the Company on June 16, 2008 (the “LLC Agreement”). Capitalized terms used herein but not defined herein shall have the meanings set forth in the LLC Agreement.
WHEREAS, Perryville Holdco is a direct wholly owned subsidiary of Cardinal.
WHEREAS, Cardinal contributed all of its membership interests in
the Company to Perryville Holdco, making Perryville Holdco the new sole member of the Company.
WHEREAS, Perryville Holdco desires to amend the LLC Agreement to (a) reflect that Perryville Holdco is the sole member of the Company and (b) provide for the issuance of certificates evidencing the membership interests in the Company.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Perryville Holdco hereby agrees as follows:
1.Amendment
to Reflect New Member. Each reference to “Cardinal Gas Storage Partners LLC” in the LLC Agreement is hereby deleted in its entirety and replaced with “Perryville Gas Storage Holding LLC”.
2.Amendments to Section 6. Section 6 of the LLC Agreement is hereby amended and restated in its entirety as follows:
“SECTION 6. Limited Liability Company Interests.
(a)As of the date hereof, the Parent holds all outstanding units of limited liability company interest (the “Units”) in the Company.
(b)Ownership
of the Units shall be evidenced by Unit certificates substantially in the form of Exhibit A hereto. The Company shall issue one or more certificates to the members, which certificates need not bear a seal of the Company but shall be signed by any person authorized by the Parent to sign such certificates who shall certify the percentage of the Units represented by such certificate. The certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the holder’s name and percentage of the Units. The Parent may determine the conditions upon which a new certificate may be issued in place of a certificate
that is alleged to have been lost, stolen or destroyed and may, in its discretion, require the owner of such certificate or its legal representative to give bond, with sufficient surety, to indemnify the Company and each transfer agent and registrar against any and all losses or claims that may arise by reason of the issuance of a new certificate in the place of the one so lost, stolen or destroyed. The
Company shall maintain books for the purpose of registering the transfer of limited liability company interests.
(c)In connection
with a transfer in accordance with this Agreement of any Units, the certificate(s) evidencing such Units shall be delivered to the Company for cancellation, and the Company shall thereupon issue a new certificate to the transferee evidencing the Units that were transferred and, if applicable, the Company shall issue a new certificate to the transferor evidencing any Units registered in the name of the transferor that were not transferred. Each certificate shall
bear
a legend thereof substantially in the following form in addition to any other legend required by law or by agreement with the Company:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT).
(d)Each
Unit in the Company shall constitute a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to time in the State of Delaware or any other applicable jurisdiction.”
3.Exhibit A to LLC Agreement. The LLC Agreement is hereby amended to include Exhibit A attached hereto as a new Exhibit A to the LLC Agreement.
4.Miscellaneous.
(a)Ratification
and Confirmation. Except as expressly amended hereby, the LLC Agreement is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.
(b)Governing Law. This Amendment shall be construed in accordance with, and governed by, the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
(c)Headings. The descriptive headings of the several sections of this Amendment are inserted for convenience only and shall not have any significance
in the interpretation of this Amendment.
(d)Entire Agreement. This Amendment and the documents referred to herein set forth the entire understanding and agreement of the parties hereto regarding the subject matter hereof and supersede and replace all prior and contemporaneous oral and written agreements of the parties hereto with respect to the subject matter hereof.
(e)Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (which counterparts may be delivered by facsimile or .pdf transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
[Signature
Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers or other duly authorized representatives as of the
date first above written.
THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT).
Unit Certificate in Perryville Gas Storage LLC
Certificate No. 1 100% of Units
Perryville Gas Storage LLC, a Delaware limited liability company (the “Company”),
hereby certifies that Perryville Gas Storage Holding LLC, a Delaware limited liability company (the “Holder”), is the registered owner of 100% of the Units in the Company (the “Units”). The rights, preferences and limitations of the Units are set forth in the Limited Liability Company Agreement of the Company, effective as of June 16, 2008 (as amended, supplemented or restated from time to time, the “Agreement”), a copy of which is on file at the principal office of the Company.
By acceptance
of this Certificate, and as a condition to being entitled to any rights and/or benefits with respect to the Units evidenced hereby, the Holder is deemed to have agreed to comply with and be bound by all the terms and conditions of the Agreement. The Company will furnish a copy of the Agreement to the Holder without charge upon written request to the Company at its principal place of business. The Company maintains books for the purpose of registering the transfer of Interests.
Each Unit in the Company shall constitute a “security” within the meaning of, and governed by, Article
8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware or any other applicable jurisdiction.
This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.
IN WITNESS WHEREOF, the Company has caused this Certificate to be executed as of the date set forth below.
