AMERICAN PETROLEUM TANKERS PARENT LLC AP TANKERS CO. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2010 • APT Sunshine State LLC • New York
American Petroleum Tankers Parent LLC, a Delaware limited liability company (the “Issuer”), and AP Tankers Co., a Delaware corporation, a wholly owned subsidiary of the Issuer (the “Co-Issuer” and, together with the Issuer, the “Issuers”) propose to issue and sell to Credit Suisse Securities (USA) LLC and UBS Securities LLC (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated as of May 6, 2010 (the “Purchase Agreement”), $285,000,000 aggregate principal amount of their 10 1/4% First Priority Senior Secured Notes Due 2015 (the “Initial Securities”) to be unconditionally guaranteed by American Petroleum Tankers Holding LLC (“Holding”) and each of the subsidiaries of the Company listed on Schedule A hereto (collectively, the “Guarantors” and together with the Issuers, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of May 6, 2010 (the “Indenture”), among the Issuers, the Guarantors and The Bank of New Yor
AMERICAN PETROLEUM TANKERS PARENT LLC and AP TANKERS CO. as Issuers and THE GUARANTORS PARTY HERETO 103% FIRST PRIORITY SENIOR SECURED NOTES DUE 2015 INDENTURE DATED AS OF MAY 17, 2010 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as TrusteeIndenture • December 22nd, 2010 • APT Sunshine State LLC • New York
This Indenture, dated as of May 17, 2010, is by and among American Petroleum Tankers Parent LLC, a Delaware limited liability company (the “Company”), AP Tankers Co., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the Guarantors (as defined herein) and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity and not in its individual capacity, the “Trustee”).
ContractTime Charter Party • April 11th, 2011 • APT Sunshine State LLC • Water transportation
Portions hereof have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406 of the Securities Act of 1993, as amended
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PI 2 PELICAN STATE LLCLimited Liability Company Agreement • December 22nd, 2010 • APT Sunshine State LLC • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“JV Subsidiary LLC Agreement”) of PI 2 PELICAN STATE LLC, a Delaware limited liability company (“JV Subsidiary”), dated as of August 13, 2009, by APT Intermediate Holdco LLC, a Delaware limited liability company (the “Member”).
SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (16 CFR 700) ¨ RATING DO- PAGE 1 OF PAGES 79 N00033-07-C-5416 N00033-06-R-5416 Sealed Bid (IFB) 31 August 2006 Military Sealift Command, N1033/PM5 See Item 7 Washington Navy...Contract • February 4th, 2011 • APT Sunshine State LLC • Water transportation
LIMITED LIABILITY COMPANY AGREEMENT OF AMERICAN PETROLEUM TANKERS HOLDING LLCLimited Liability Company Agreement • December 22nd, 2010 • APT Sunshine State LLC • Delaware
LIMITED LIABILITY COMPANY AGREEMENT (this “LLC Agreement”) of American Petroleum Tankers Holding LLC (the “Company”), dated as of April 23, 2010 is entered into by the undersigned members (each, a “Member”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2010 • APT Sunshine State LLC • New York
EMPLOYMENT AGREEMENT (“Agreement”) dated as of December 30, 2009 by and between American Petroleum Tankers LLC (the “Company”) and Robert K. Kurz (the “Executive”) (each a “Party” and together, the “Parties”).
LIMITED LIABILITY COMPANY AGREEMENT OF AMERICAN PETROLEUM TANKERS PARENT LLCLimited Liability Company Agreement • December 22nd, 2010 • APT Sunshine State LLC • Delaware
LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of American Petroleum Tankers Parent LLC, a Delaware limited liability company (the “LLC”), dated as of April 23, 2010, by American Petroleum Tankers Holding LLC (“Holding LLC” or the “Member”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • December 22nd, 2010 • APT Sunshine State LLC • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of May 17, 2010, by and among the lenders listed on the signature pages hereto (collectively, the “Subordinated Creditors”), The Bank of New York Mellon, in its capacity as trustee for the Subordinated Creditors, The Bank of New York Mellon Trust Company, N.A., a national banking association, in its capacity as trustee, collateral agent and security trustee on behalf of the Noteholders, American Petroleum Tankers Parent LLC, a Delaware limited liability company (the “Company”) and AP Tankers Co., a Delaware corporation (“AP Tankers” and, together with the Company, the “Co-Issuers”), American Petroleum Tankers Holding LLC (“Holding”), a Delaware limited liability company and each of the Company’s subsidiaries listed on the signature pages hereto (the “Subsidiaries”).
AMENDED AND RESTATED MANAGEMENT AND CONSTRUCTION SUPERVISION AGREEMENTManagement and Construction Supervision Agreement • December 22nd, 2010 • APT Sunshine State LLC • New York
This AMENDED AND RESTATED MANAGEMENT AND CONSTRUCTION SUPERVISION AGREEMENT (this “Agreement”) is made as of May 14, 2010, by and among CROWLEY TECHNICAL MANAGEMENT, INC., a Delaware corporation (the “Manager”), AMERICAN PETROLEUM TANKERS LLC, a Delaware limited liability company (“APT”), AMERICAN PETROLEUM TANKERS PARENT LLC, a Delaware limited liability company (“APT Parent”) and AMERICAN PETROLEUM TANKERS HOLDING LLC, a Delaware limited liability company (“APT Holding”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Annex A to the APT Holding LLC Agreement (as such term is defined below) and this Agreement shall be construed in accordance with the rules of construction set forth in Section 1.02 of such Annex A.
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2010 • APT Sunshine State LLC • New York
EMPLOYMENT AGREEMENT (“Agreement”) dated as of August 9, 2010 by and between American Petroleum Tankers Parent LLC (the “Company”) and Philip J. Doherty (the “Executive”) (each a “Party” and together, the “Parties”).
REVOLVING NOTES FACILITY AGREEMENT dated as of August 7, 2006, among USS PRODUCTS INVESTOR LLC, as the Borrower, THE BORROWER SUBSIDIARIES IDENTIFIED HEREIN, as the Obligors, CERTAIN FINANCIAL INSTITUTIONS IDENTIFIED HEREIN, as the Lenders, BLACKSTONE...Revolving Notes Facility Agreement • December 22nd, 2010 • APT Sunshine State LLC • New York
THIS REVOLVING NOTE FACILITY AGREEMENT, dated as of August 7, 2006, (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) among USS PRODUCTS INVESTOR LLC, a Delaware limited liability company (the “Borrower”), each Borrower subsidiary signatory to this Agreement or that becomes party to this Agreement from time to time in accordance with the terms hereof (together with the Borrower, the “Obligors” and each individually, an “Obligor”), the various financial institutions as are or may become parties hereto (collectively, the “Lenders”), BLACKSTONE CORPORATE DEBT ADMINISTRATION L.L.C., as administrative agent (in such capacity together with its successors in such capacity, the “Administrative Agent”) for the Lenders, JPMORGAN CHASE BANK, N.A., as security agent (in such capacity, together with its successors in such capacity, the “Security Agent”) for the Secured Parties (as hereinafter defined) and L
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AMERICAN PETROLEUM TANKERS LLCLimited Liability Company Agreement • December 22nd, 2010 • APT Sunshine State LLC • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of American Petroleum Tankers LLC (formerly, USS Products Investor LLC), a Delaware limited liability company (the “LLC”), dated as of May 14, 2010, by American Petroleum Tankers Parent LLC (the “Parent LLC” or the “Member”).
SECURITY AGREEMENT By AMERICAN PETROLEUM TANKERS LLC, as Issuer, AP TANKERS CO., as Co-Issuer and THE GUARANTORS FROM TIME TO TIME PARTY HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Collateral Agent Dated as of May 17, 2010Security Agreement • December 22nd, 2010 • APT Sunshine State LLC
This SECURITY AGREEMENT dated as of May 17, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by AMERICAN PETROLEUM TANKERS PARENT LLC, a Delaware limited liability company (the “Issuer”), AP TANKERS CO., a Delaware corporation (the “Co-Issuer” and together with the Issuer, the “Issuers”), and the guarantors listed on the signature pages hereto (the “Original Guarantors”) or from time to time party hereto by execution of a joinder agreement (the “Additional Guarantors,” and together with the Original Guarantors, the “Guarantors”), as pledgors, assignors and debtors (the Issuers, together with the Guarantors, in such capacities and together with any successors in such capacities, are hereinafter referred to as the “Pledgors,” and each, a “Pledgor”), in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as collateral agent, as pledgee, assignee and secured pa
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF APT INTERMEDIATE HOLDCO LLCLimited Liability Company Agreement • December 22nd, 2010 • APT Sunshine State LLC • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of APT Intermediate Holdco LLC, a Delaware limited liability company (the “LLC”), dated as of May 14, 2010, by American Petroleum Tankers Parent LLC, a Delaware limited liability company (the “Parent LLC” or the “Member”).
