Exhibit 3.1
AMENDMENT NO. 2
TO THE
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
K-SEA TRANSPORTATION PARTNERS L.P.
This Amendment No. 2 (this
“ Amendment No. 2 ”) to the Third Amended
And Restated Agreement of Limited Partnership (as amended to the
date hereof, the “ Partnership Agreement ”) of
K-Sea Transportation Partners L.P., a Delaware limited partnership
(the “ Partnership ”), is hereby adopted
effective as of May 7, 2009, by K-Sea General Partner L.P., a
Delaware limited partnership, as the General Partner of the
Partnership. Capitalized terms used but not defined herein
have the meanings ascribed thereto in the Partnership
Agreement.
WHEREAS, the General Partner desires
to modify the Partnership Agreement to provide for the receipt of
Common Units in lieu of cash payments on its Incentive Distribution
Rights and General Partner Interest;
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 or Assignee 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;
and
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 this Amendment No. 2 does
not adversely affect the Limited Partners (including any particular
class of Partnership Interests as compared to other classes of
Partnership Interests as compared to other classes of Partnership
Interests) in any material respect.
NOW, THEREFORE, the General Partner
does hereby amend the Partnership Agreement as follows:
Section 1.
Amendments . The Partnership Agreement is hereby
amended by inserting the following Section 6.10:
Section 6.10.
Special Provisions Relating to
the Receipt of Common Units In Lieu of Distributions on Incentive
Distribution Rights and the General Partner Interest
.
(a)
The General Partner and the holders of Incentive Distribution
Rights may elect to receive distributions of Available Cash with
respect to a Quarter determined pursuant to Section 6.4, in
whole or in part, in the form of Common Units instead of cash (an
“ In-Kind Distribution Quarter ”) to the extent
approved in advance by the Conflicts Committee. For any
In-Kind Distribution Quarter, the Partnership will distribute to
the General Partner and the holders of Incentive Distribution
Rights, Pro Rata, a number of Common Units of the Partnership equal
to (i) (A) the amount that would be payable to the
General Partner or the holders of Incentive Distribution Rights
pursuant to Section 6.4
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