SECURITIES PURCHASE AGREEMENT among K-SEA TRANSPORTATION PARTNERS L.P., K-SEA GENERAL PARTNER L.P. and KA FIRST RESERVE, LLC dated as of September 1, 2010Securities Purchase Agreement • September 13th, 2010 • K-Sea Transportation Partners Lp • Water transportation • Delaware
This SECURITIES PURCHASE AGREEMENT, dated as of September 1, 2010 (this “Agreement”), is entered into by and between K-SEA TRANSPORTATION PARTNERS L.P., a Delaware limited partnership (“K-Sea”), K-SEA GENERAL PARTNER L.P., a Delaware limited partnership and the general partner of K-Sea (the “General Partner”) and KA FIRST RESERVE, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 13th, 2010 • K-Sea Transportation Partners Lp • Water transportation • New York
AMENDMENT NO. 2 (this “Amendment”), dated as of June 30, 2008, by and among K-SEA OPERATING PARTNERSHIP L.P. (“Borrower”), the several financial institutions party hereto (the “Lenders”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral trustee for the Lenders, LASALLE BANK, NATIONAL ASSOCIATION and CITIBANK, N.A., as Co-Syndication Agents, and CITIZENS BANK OF PENNSYLVANIA and HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agents.
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF K-SEA TRANSPORTATION PARTNERS L.P.Securities Purchase Agreement • September 13th, 2010 • K-Sea Transportation Partners Lp • Water transportation • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF K-SEA TRANSPORTATION PARTNERS L.P. dated as of September 10, 2010, is entered into by and among K-Sea General Partner L.P., a Delaware limited partnership, as the General Partner, together with any other Persons who are now or who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
AMENDMENT NO. 4 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND AMENDMENT TO AMENDMENT LETTER RE COVENANTS 7.01 AND 7.03Loan and Security Agreement • September 13th, 2010 • K-Sea Transportation Partners Lp • Water transportation • New York
AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO AMENDMENT LETTER RE COVENANTS 7.01 AND 7.03 (this “Amendment”), dated as of August 31, 2010, by and among K-SEA OPERATING PARTNERSHIP L.P. (“Borrower”), the several financial institutions party hereto (the “Lenders”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral trustee for the Lenders, BANK OF AMERICA, N.A., as successor to LaSalle Bank, National Association and CITIBANK, N.A., as Co-Syndication Agents, and CITIZENS BANK OF PENNSYLVANIA and HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agents.
AMENDMENT NO. 1 TO CREDIT FACILITY AGREEMENTCredit Facility Agreement • September 13th, 2010 • K-Sea Transportation Partners Lp • Water transportation • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of June 30, 2008, by and among (1) K-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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 13th, 2010 • K-Sea Transportation Partners Lp • Water transportation • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of September 10, 2010 (this “Agreement”), is entered into by and between K-SEA TRANSPORTATION PARTNERS L.P., a Delaware limited partnership (“K-Sea”), and KA First Reserve, LLC, a Delaware limited liability company (the “Purchaser”).
DIRECTOR DESIGNATION AGREEMENTDirector Designation Agreement • September 13th, 2010 • K-Sea Transportation Partners Lp • Water transportation • Delaware
This DIRECTOR DESIGNATION AGREEMENT, dated as of September 10, 2010 (this “Agreement”), is entered into by and among K-Sea General Partner GP LLC, a Delaware limited liability company (“GP LLC”), K-Sea General Partner L.P., a Delaware limited partnership (“GP LP”), K-Sea Transportation Partners L.P., a Delaware limited partnership (“K-Sea” and, together with GP LLC and GP LP, the “K-Sea Entities”), K-Sea Investors A L.P., a Delaware limited partnership (“KSP A”), K-Sea Investors B L.P., a Delaware limited partnership (“KSP B”), K-Sea Investors C L.P., a Delaware limited partnership (“KSP C”), the other members of GP LLC signatory hereto (together with KSP A, KSP B and KSP C, the “GP LLC Members”), and KA First Reserve, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT NO. 3 to CREDIT FACILITY AGREEMENT PROVIDING FOR A US$57,600,000 SECURED TERM LOAN CREDIT FACILITY TO BE MADE AVAILABLE TO K-SEA OPERATING PARTNERSHIP L.P., as Borrower BY DNB NOR BANK ASA, as Mandated Lead Arranger, Bookrunner,...Credit Facility Agreement • September 13th, 2010 • K-Sea Transportation Partners Lp • Water transportation • New York
THIS AMENDMENT NO. 3 TO CREDIT FACILITY AGREEMENT AND AMENDMENT TO AMENDMENT LETTER RE COVENANTS 9.3(A) AND 9.3(B) (this “Amendment”) is made as of the 31st day of August, 2010, and amends and is supplemental to that certain credit facility agreement dated as of June 4, 2008, as amended (as so amended, the “Credit Agreement”), and is by and among (1) K-SEA OPERATING PARTNERSHIP L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Borrower”), (2) the banks and financial institutions listed on Schedule 1 thereto, as lenders (together with any bank or financial institution which becomes a Lender pursuant to Section 10 of the Credit Agreement, the “Lenders”), and (3) DNB NOR BANK ASA, a banking company organized and existing under the laws of the Kingdom of Norway (“DnB NOR”), as mandated lead arranger (in such capacity, the “Mandated Lead Arranger”), as bookrunner (in such capacity, the “Bookrunner”), as administrative agent for the Lenders (in
AMENDMENT NO. 1 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 13th, 2010 • K-Sea Transportation Partners Lp • Water transportation • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of November 7, 2007, by and among K-SEA OPERATING PARTNERSHIP L.P. (“Borrower”), the several financial institutions party hereto (the “Lenders”), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral trustee for the Lenders, LASALLE BANK, NATIONAL ASSOCIATION and CITIBANK, N.A., as Co-Syndication Agents, and CITIZENS BANK OF PENNSYLVANIA and HSCB BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agents.
