SEA OPERATING PARTNERSHIP L. P., as Borrower By: K-Sea OLP GP, LLC, its general partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer KEYBANK NATIONAL ASSOCIATION, for itself as Lender, and as Administrative Agent and as Collateral Trustee By: /s/ Xxxxx X. Xxxx Name: XXXXX X. XXXX Title: SR. VICE PRESIDENT K-SEA OPERATING PARTNERSHIP AMENDMENT NO. 1 SIGNATURE PAGE LASALLE BANK NATIONAL ASSOCIATION, as Co-Syndication Agent and Lender By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President CITIBANK, N.A., as Co-Syndication Agent and Lender By: /s/ Xxxxxxx X. Xxxxxxxxx III Name: Xxxxxxx X. Xxxxxxxxx III Title: Vice President CITIZENS BANK OF PENNSYLVANIA, as Co-Documentation Agent and Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender By: /s/ Xxxxxxxx X Xxxxxxxx Name: Xxxxxxxx X Xxxxxxxx Title: Senior Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President
SEA OPERATING PARTNERSHIP L. P., by its general partner K-Sea OLP GP, LLC, as Borrower By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer KEYBANK NATIONAL ASSOCIATION, for itself as Lender, and as Administrative Agent and as Collateral Trustee By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Senior Vice President LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent and Lender By: /s/ Xxxxxxxx X. Xxxx Name: Xxxxxxxx X. Xxxx Title: Senior Vice President By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Senior Vice President By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President
SEA OPERATING PARTNERSHIP L. P. By: K-Sea OLP GP, LLC, its General Partner CITIZENS ASSET FINANCE, A D/B/A OF CITIZENS LEASING CORPORATION
(1) Barge Name: DBL 28 Hull No. 496
(2) Barge Name: DBL 29 Hull No. 497
(3) Barge Name: DBL 78 Official Number: 1102126 $[ ] New York, New York FOR VALUE RECEIVED, the undersigned, K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership (the “Borrower”), hereby absolutely and unconditionally promises to pay in lawful money of the United States to CITIZENS ASSET FINANCE, A D/B/A OF CITIZENS LEASING CORPORATION, a Rhode Island corporation (the “Lender”), at Xxx Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000, or at such other place as Lender may from time to time designate in writing, the principal amount of [ ] Dollars ($[ ]), together with interest thereon from the date hereof per annum, as follows:
(a) The term of this Note is eighty-four (84) months commencing on the date hereof;
(b) The outstanding principal amount hereunder shall bear interest payable at the LIBOR Loan Rate (as defined on Exhibit A hereto) unless or until the interest rate shall have been converted to a fixed rate as provided in Section 2.2(d) of the Loan Agreement dated [ ], 2005 between the Borrower and the Lender, as the same may be amended, modified, supplemented or restated form time to time (the “Loan Agreement”). Interest shall be due and payable monthly in arrears, on the first day of each month, commencing on [ ], 2006, for the period commencing on the first day of the immediately preceding month (or commencing on the date hereof with respect to the first interest payment) and ending on and including the last day of such month;
(c) Eighty-four (84) consecutive monthly payments of principal, each in the amount of $[ ], shall be due and payable on the first day of each month, commencing on [ ], 200 ; and
(d) A final payment consisting of the entire remaining principal balance of this Note, together with interest thereon in arrears, shall be due and payable on [ ], 2012. This Note is the Note referred to in, evidences borrowings under and has been issued by the Borrower in accordance with the terms of, the Loan Agreement. The Lender and any holder hereof shall be bound by and entitled to the benefits of the Loan Agreement and may enforce the agreements of the Borrower contained therein, and any holder may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the terms thereof. All capitalized terms ...
SEA OPERATING PARTNERSHIP L. P. By: K-SEA OLP GP LLC, its general partner By: Xxxxxxx X. Xxxxx President Schedule 1.1(a) Vessels K-SEA TRANSPORTATION LLC VESSELS Yankee Tugboat DBL 151 Barge Viking Tugboat Taurus Tugboat Jet Trader Tanker DBL 3201 Barge Oyster Bay Barge E-10 Barge Essex Barge Wallabout Bay Barge Great Lakes Tanker DBL 31 Barge DBL 32 Barge Baltic Sea Tugboat Volunteer Tugboat DBL 105 Barge KTC — 60 Barge KTC — 81 Tanker KTC — 90 Barge KTC — 96 Barge KTC — 135 Barge KTC — 155 Barge KTC — 55 Barge DBL 70 Barge KTC — 71 Barge Tasman Sea Tugboat Irish Sea Tugboat Beaufort Sea Tugboat Bering Sea Tugboat Adriatic Sea Tugboat Java Sea Tugboat Coral Sea Tugboat Kara Sea Tugboat DBL 81 Barge DBL 82 Barge DBL 102 Tank Barge Rebel Tugboat DBL 152 Barge DBL 134/(Cape Cod) Barge Reliable Barge Special T Barge Falcon Tugboat Houma Tugboat Maryland Tugboat Odin Tugboat Great Gull Tanker DBL 2202 Barge Aqua/(E-12) Barge American 00 Xxxxx Xxxxxx XX Xxxxx Xxxxxx Xxx Xxxxx Xxxxxx Xxxxxxxx Barge Lemon Creek Barge Casablanca Barge Spring Creek Barge KTC 20/(HMM 100) Barge DBL 101 Reliable Barge Special T Barge
SEA OPERATING PARTNERSHIP L. P. K-SEA OLP GP LLC Underwriter Number of Firm Units to be Purchased
1. Public Offering Price - $19.15 2. 2,900,000 Firm Units; 435,000 Option Units Xxxxxxx X. Xxxxx. 5.499 % 5.500 % Xxxxxxx X. Xxxxxxxxxx 1.250 % 1.250 % Xxxxxx X. Xxxxxxxx 1.250 % 1.250 % Xxxx X. Xxxxxx 1.250 % 1.250 % Xxxxxxxxxxx Xxxx 0.250 % 0.250 % Xxxxxxx Haslinksy 0.290 % 0.290 % Xxxxxxxx X. Xxxx 0.110 % 0.110 % Xxxxxxx X. Xxxxxxx 0.050 % 0.050 % Xxxx X. Xxxxx, Xx. 0.050 % 0.050 % K-Sea OLP GP LLC K-Sea Operating Partnership L.P. K-Sea Transportation Inc. Norfolk Environmental Services, Inc. Inversiones Kara Sea SRL
SEA OPERATING PARTNERSHIP L. P., by its general partner K-Sea OLP GP, LLC, as Borrower By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer KBCM BRIDGE, LLC, for itself as Lender, and as Administrative Agent By: /s/ Xxxxxx Xxxxxx-Xxxxxx Name: Xxxxxx Xxxxxx-Xxxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, solely in its capacity as Collateral Trustee By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Director
SEA OPERATING PARTNERSHIP L. P., as borrower (the “Borrower”), (2) the banks and financial institutions listed on Schedule 1 to the Loan Agreement (defined below)(together with any bank or financial institution which becomes a Lender pursuant to Section 10 thereof, the “Lenders”), and (3) DnB NOR Bank ASA, as mandated lead arranger, bookrunner, administrative agent for the Lenders, and as security trustee for the Lenders (“DnB NOR”).
SEA OPERATING PARTNERSHIP L. P., by its general partner K-SEA OLP, LP, LLC, as Borrower By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Chief Financial Officer
SEA OPERATING PARTNERSHIP L. P. By: K-Sea OLP GP, LLC, its General Partner ASSIGNMENT AND ACCEPTANCE
1. The Assignor hereby irrevocably sells, assigns and delegates to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, a % interest in and to all the Assignor’s rights and obligations under the Loan Agreement and the other Loan Documents as of the Effective Date (as defined below) with respect to the Loan (including, without limitation, such percentage interest in all unpaid interest with respect to such Loan).
2. The Assignor (i) represents that as of the date hereof, the outstanding principal amount of the Loan (without giving effect to assignments thereof which have not yet become effective) is $ ; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or the other Loan Documents or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim created by, through or under the Assignor; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance of any of its obligations under the Loan Agreement, any of the Loan Documents or any other instrument or document furnished pursuant hereto or thereto.
3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Loan Agreement and the other Loan Documents, together with copies of the most recent financial statements delivered pursuant to Section 7.4 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it will, independently and without reliance upon the Assignor or any other person which has become a Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement and the other Loan Documents; (iv) agrees that it will be bound by the provisions of...
