EXHIBIT 3.6
AGREEMENT OF LIMITED PARTNERSHIP
OF
K-SEA GENERAL PARTNER L.P.
THIS AGREEMENT OF LIMITED PARTNERSHIP dated as of August 29, 2003, is
entered into and executed by K-Sea General Partner LLC, a Delaware limited
liability company ("General Partner LLC"), as predecessor-in-interest to the
Partnership (as defined below), K-Sea General Partner GP LLC, a Delaware limited
liability company, as General Partner (as defined below), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
as Limited Partner (as defined below).
DEFINITIONS
The following definitions shall for all purposes, unless otherwise
clearly indicated to the contrary, apply to the terms used in this Agreement.
"Certificate of Limited Partnership" means the Certificate of Limited
Partnership filed with the Secretary of State of the State of Delaware as
described in the first sentence of Section 1.5, as amended or restated from time
to time.
"Delaware Act" means the Delaware Revised Uniform Limited Partnership
Act, as amended from time to time, and any successor to such act.
"General Partner" means K-Sea General Partner GP LLC, a Delaware
limited liability company, in its capacity as the general partner of the
Partnership, and any successor to K-Sea General Partner GP LLC, as general
partner.
"Limited Partner" means ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and his successor(s) acting
as the limited partner pursuant to this Agreement, and any other limited partner
admitted to the Partnership from time to time.
"Partner" means the General Partner or any Limited Partner.
"Partnership" means K-Sea General Partner L.P., a Delaware limited
partnership.
"Percentage Interest" means, with respect to any Partner, the
percentage of cash contributed by such Partner to the Partnership as a
percentage of all cash contributed by all the Partners to the Partnership.
ARTICLE I
ORGANIZATIONAL MATTERS
Section 1.1 FORMATION. Subject to the provisions of this Agreement,
General Partner LLC has converted into a limited partnership pursuant to the
provisions of the Delaware Limited Liability Company Act and the Delaware Act
and shall, upon filing a Certificate of Conversion with the Delaware Secretary
of State, be converted into the Partnership. General Partner LLC,
the General Partner and the Limited Partner hereby enter into this Agreement to
set forth the rights and obligations of the Partners and certain matters related
thereto. Except as expressly provided herein to the contrary, the rights and
obligations of the Partners and the administration, dissolution and termination
of the Partnership shall be governed by the Delaware Act.
Section 1.2 NAME. The name of the Partnership shall be, and the
business of the Partnership shall be conducted under the name of, "K-Sea General
Partner L.P."
Section 1.3 PRINCIPAL OFFICE; REGISTERED OFFICE.
(a) The principal office of the Partnership shall be at ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other place as the
General Partner may from time to time designate. The Partnership may maintain
offices at such other places as the General Partner deems advisable.
(b) The address of the Partnership's registered office in the State
of Delaware shall be ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The name of
the Partnership's registered agent for service of process in the State of
Delaware at such address is The Corporation Trust Company.
Section 1.4 TERM. The Partnership shall continue in existence until an
election to dissolve the Partnership by the General Partner.
Section 1.5 ORGANIZATIONAL CERTIFICATE. A Certificate of Limited
Partnership of the Partnership has been filed by the General Partner with the
Secretary of State of the State of Delaware as required by the Delaware Act. The
General Partner shall cause to be filed such other certificates or documents as
may be required for the formation, operation and qualification of a limited
partnership in the State of Delaware and any state in which the Partnership may
elect to do business. The General Partner shall thereafter file any necessary
amendments to the Certificate of Limited Partnership and any such other
certificates and documents and do all things requisite to the maintenance of the
Partnership as a limited partnership (or as a partnership in which the Limited
Partners have limited liability) under the laws of Delaware and any state or
jurisdiction in which the Partnership may elect to do business.
Section 1.6 PARTNERSHIP INTERESTS. Effective as of the date hereof, the
General Partner shall have a 0.01% Percentage Interest and the Limited Partner
shall have a 99.99% Percentage Interest.
ARTICLE II
PURPOSE
The purpose and business of the Partnership shall be to engage in any
lawful activity for which limited partnerships may be organized under the
Delaware Act.
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ARTICLE III
CAPITAL CONTRIBUTIONS
At the time of formation of General Partner LLC, the Limited Partner,
as the initial sole member of General Partner LLC, contributed $1,000.00 to
General Partner LLC. Subsequent to the formation of General Partner LLC, the
Limited Partner contributed 0.01% of his membership interest as the initial sole
member in General Partner LLC to the General Partner. In connection with, and as
consideration for (i) the conversion of General Partner LLC to the Partnership
and (ii) the issuance of partnership interests described in Section 1.6, the
Limited Partner's 99.99% membership interest in General Partner LLC was
converted into its 99.99% Percentage Interest and the General Partner's 0.01%
membership interest in General Partner LLC was converted into its 0.01%
Percentage Interest.
ARTICLE IV
CAPITAL ACCOUNTS; ALLOCATIONS
Section 4.1 CAPITAL ACCOUNTS. The Partnership shall maintain a capital
account for each of the Partners in accordance with the regulations issued
pursuant to Section 704 of the Internal Revenue Code of 1986, as amended (the
"Code"), and as determined by the General Partner as consistent therewith.
Section 4.2 ALLOCATIONS. For federal income tax purposes, each item of
income, gain, loss, deduction and credit of the Partnership shall be allocated
among the Partners in accordance with their Percentage Interests, except that
the General Partner shall have the authority to make such other allocations as
are necessary and appropriate to comply with Section 704 of the Code and the
regulations issued pursuant thereto.
Section 4.3 DISTRIBUTIONS. From time to time, the General Partner shall
review the Partnership's accounts to determine whether distributions are
appropriate. The General Partner may make such cash distributions as it, in its
sole discretion, may determine without being limited to current or accumulated
income or gains from any Partnership funds, including, without limitation,
Partnership revenues, capital contributions or borrowed funds; provided,
however, that no such distribution shall be made if, after giving effect
thereto, the liabilities of the Partnership exceed the fair market value of the
assets of the Partnership. In its sole discretion, the General Partner may,
subject to the foregoing proviso, also distribute to the Partners other
Partnership property, or other securities of the Partnership or other entities.
All distributions by the General Partner shall be made in accordance with the
Percentage Interests of the Partners.
ARTICLE V
MANAGEMENT AND OPERATIONS OF BUSINESS
Except as otherwise expressly provided in this Agreement, all powers to
control and manage the business and affairs of the Partnership shall be vested
exclusively in the General Partner; the Limited Partner shall not have any power
to control or manage.
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ARTICLE VI
RIGHTS AND OBLIGATIONS OF LIMITED PARTNER
The Limited Partner shall have no liability under this Agreement except
as provided in Article III.
ARTICLE VII
DISSOLUTION AND LIQUIDATION
The Partnership shall be dissolved, and its affairs shall be wound up
as provided in Section 1.4.
ARTICLE VIII
AMENDMENT OF PARTNERSHIP AGREEMENT
The General Partner may amend any provision of this Agreement without
the consent of the Limited Partner and may execute, swear to, acknowledge,
deliver, file and record whatever documents may be required in connection
therewith.
ARTICLE IX
GENERAL PROVISIONS
Section 9.1 ADDRESSES AND NOTICES. Any notice to the Partnership, the
General Partner or the Limited Partner shall be deemed given if received by it
in writing at the principal office of the Partnership designated pursuant to
Section 1.3(a).
Section 9.2 BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors and assigns.
Section 9.3 INTEGRATION. This Agreement constitutes the entire
agreement among the parties pertaining to the subject matter hereof and
supersedes all prior agreements and understandings pertaining thereto.
Section 9.4 SEVERABILITY. If any provision of this Agreement is or
becomes invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions hereof, or of such provision in
other respects, shall not be affected thereby.
Section 9.5 APPLICABLE LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, this Agreement has been duly executed by General
Partner LLC, the General Partner and the Limited Partner as of the date first
above written.
K-SEA GENERAL PARTNER LLC, as
predecessor-in-interest to the Partnership
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
GENERAL PARTNER:
K-SEA GENERAL PARTNER GP LLC
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President
LIMITED PARTNER:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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