AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF K-SEA OPERATING PARTNERSHIP L.P.K-Sea Tranportation Partners Lp • January 5th, 2004 • Water transportation • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of K-SEA OPERATING PARTNERSHIP L.P., dated as of , 2004, is entered into by and between K-Sea OLP GP, LLC, a Delaware limited liability company, as the General Partner, and K-Sea Transportation Partners L.P., a Delaware limited partnership, as the Limited Partner, together with any other Persons who hereafter become Partners in the Partnership or parties hereto as provided herein.
PARTICIPATION AND LOAN AND SECURITY AGREEMENTParticipation and Loan and Security Agreement • January 5th, 2004 • K-Sea Tranportation Partners Lp • Water transportation • New York
THIS PARTICIPATION AND LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of December , 2003, among K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“Borrower”); KEYBANK N.A., a national banking association (“KeyBank”), for itself as Lender, and as administrative agent for Lenders (in such capacity, “Administrative Agent”); and THE CIT GROUP/EQUIPMENT FINANCING, INC., a Delaware corporation (“CIT”), for itself as Lender, and as collateral agent for Lenders (in such capacity, “Collateral Agent”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT among K-SEA INVESTORS L.P., K-SEA TRANSPORTATION LLC, EW HOLDING CORP., K-SEA TRANSPORTATION CORP., K-SEA TRANSPORTATION PARTNERS L.P. and K-SEA OPERATING PARTNERSHIP L.P.Conveyance and Assumption Agreement • January 5th, 2004 • K-Sea Tranportation Partners Lp • Water transportation • New York
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this "Agreement") is entered into on, and effective as of, January , 2004 ("Closing Date") (as hereinafter defined) by and among K-Sea Investors L.P., a Delaware limited partnership ("K-Sea Investors"), K-Sea Transportation LLC, a Delaware limited liability company and majority owned subsidiary of K-Sea Investors ("KST LLC"), EW Holding Corp., a New York corporation and wholly owned subsidiary of KSA (as defined below) ("EWH"), K-Sea Transportation Corp., a New York corporation and wholly owned subsidiary of EWH ("K-Sea Corp" and, together with KST LLC, EWH and K-Sea Acquisition Corp., a Delaware corporation and wholly owned subsidiary of KST LLC ("KSA"), the "K-Sea Group"), K-Sea Transportation Partners L.P., a Delaware limited partnership (the "Partnership"), and K-Sea Operating Partnership L.P., a Delaware limited partnership and wholly owned indirect subsidiary of the Partnership (the "Operating Partnership").
FORM OF RESTATED TITLE XI RESERVE FUND AND FINANCIAL AGREEMENTFund and Financial Agreement • January 5th, 2004 • K-Sea Tranportation Partners Lp • Water transportation • District of Columbia
THIS RESTATED TITLE XI RESERVE FUND AND FINANCIAL AGREEMENT, dated as of and effective as of January , 2004 (this "Financial Agreement"), among K-SEA TRANSPORTATION PARTNERS L.P., a Delaware limited partnership ("K-Sea LP"), K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership ("K-Sea OLP", and collectively with K-Sea LP, the "Partnerships" and each a "Partnership"), K-SEA TRANSPORTATION INC., a Delaware corporation, and the UNITED STATES OF AMERICA (the "United States"), represented by the Secretary of Transportation, acting by and through the Maritime Administrator (the "Secretary"), pursuant to Title XI of the Merchant Marine Act, 1936, as amended (the "Act").
FORM OF AMENDMENT NO. 1 TO COMMITMENT TO GUARANTEE OBLIGATIONSK-Sea Tranportation Partners Lp • January 5th, 2004 • Water transportation • New York
THIS AMENDMENT NO. 1 TO COMMITMENT TO GUARANTEE OBLIGATIONS, dated as of January , 2004 (this “Amendment”) made and entered into by the UNITED STATES OF AMERICA (the “United States”), represented by the SECRETARY OF TRANSPORTATION, acting by and through the MARITIME ADMINISTRATOR (the “Secretary”), and accepted on said date by K-SEA TRANSPORTATION PARTNERS L.P., a Delaware limited partnership (“K-Sea LP” or “Parent Company”), and K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“K-Sea OLP” or the “Shipowner”). Except to the extent otherwise expressly defined herein, capitalized terms have the meanings set forth in Schedule X to the Restated Security Agreement, Contract No. MA-13781 (the “Restated Security Agreement”), dated as of the date hereof, by and among K-Sea LP, K-Sea OLP and the Secretary.
FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF K-SEA GENERAL PARTNER GP LLC Dated as of January , 2004Limited Liability Company Agreement • January 5th, 2004 • K-Sea Tranportation Partners Lp • Water transportation • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of K-Sea General Partner GP LLC, a Delaware limited liability company (the "Company"), dated as of January , 2004, is adopted, executed and agreed to, for good and valuable consideration, by New K-Sea Transportation LLC, a Delaware limited liability company and the sole member of the Company ("New K-Sea LLC"). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in Article I below.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 5th, 2004 • K-Sea Tranportation Partners Lp • Water transportation • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2004 by and among K-Sea General Partner GP, LLC, a Delaware limited liability company (the “Company”), K-Sea General Partner, L.P., a Delaware limited partnership (the “General Partner”), K-Sea Transportation Partners L.P., a Delaware limited partnership (the “Partnership”), and (“Indemnitee”).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • January 5th, 2004 • K-Sea Tranportation Partners Lp • Water transportation • New York
THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of January , 2004 (this "Supplement"), among JPMORGAN CHASE BANK, a New York banking corporation (the "Indenture Trustee"), EW HOLDING CORP., a New York corporation ("EW Holding"), K-SEA TRANSITION4 CORP., a Texas corporation ("Transition4"), K-SEA LP4, L.P., a Texas limited partnership ("LP#4"), K-SEA TRANSPORTATION LLC, a Delaware limited liability company ("K-Sea LLC"), K-Sea LP1, L.P., a Texas limited partnership ("LP#1"), K-SEA LP2, L.P., a Texas limited partnership ("LP#2"), K-SEA TRANSPORTATION PARTNERS L.P., a Delaware limited partnership ("K-Sea LP"), and K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership ("K-Sea OLP").
FORM OF AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 5th, 2004 • K-Sea Tranportation Partners Lp • Water transportation • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of and effective as of January , 2004 (this "Security Agreement"), among K-SEA TRANSPORTATION PARTNERS L.P., a Delaware limited partnership ("K-Sea LP" or "Parent Company"), K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership ("K-Sea OLP" or "Shipowner"), and the UNITED STATES OF AMERICA (the "United States"), represented by the Secretary of Transportation, acting by and through the Maritime Administrator (the "Secretary"), pursuant to Title XI of the Act.
