Exhibit 10.10


 


AMENDMENT
NO. 1

TO

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


 


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.


 


RECITALS


 


A.            Borrower, the Lenders, the Co-Syndication
Agents, the Co-Documentation Agents and the Administrative Agent are parties to
an Amended and Restated Loan and Security Agreement, dated as of August 14,
2007 (the “Loan Agreement”). Unless otherwise defined herein,
all capitalized terms used herein or in the Acknowledgement and Consent annexed
hereto shall have the meanings ascribed to them in the Loan Agreement.


 


B.            Borrower has requested that the
Administrative Agent and the Lenders amend the Loan Agreement in certain
respects.


 


C.            The Administrative Agent has advised
Borrower that the Lenders party hereto are willing to agree to its requests to
amend the Loan Agreement on the terms and subject to the conditions set forth
in this Amendment.


 


Accordingly, in consideration of the
foregoing, the parties hereto hereby agree as follows:


 


1.             CHANGE IN TRANCHE A COMMITMENTS.


 


(a)          Tranche A Commitments. From and after
the Amendment No. 1 Effective Date, the Tranche A Commitment of each
Tranche A Lender shall be the amount set forth opposite such Tranche A Lender’s
name on Schedule 2.01 to the Loan Agreement (as amended hereby and attached
hereto as Exhibit A) under
the caption “Tranche A Commitment” as such amount may be increased or reduced
pursuant to the terms of the Loan Agreement, and such amount (if changed) shall
supersede and be deemed to amend the amount of such Tranche A Lender’s Tranche
A Commitment as set forth on Schedule 2.01 to the Loan Agreement as in effect
immediately prior to the Amendment No. 1 Effective Date.


 


(b)         Adjustment of Outstanding Loans. If any
Tranche A Loans are outstanding under the Loan Agreement on the Amendment No. 1
Effective Date, the Tranche A Lenders shall on the Amendment No. 1
Effective Date, at the direction of the Administrative Agent, make appropriate
adjustments among themselves in order to insure that the amount (and type) of
the Tranche A Loans outstanding to Borrower from each Tranche A Lender under
the Loan Agreement (as of the Amendment No. 1 Effective Date) are
proportionate to the aggregate amount of all of the Tranche A Commitments,
after giving effect to the increase in the Tranche A Maximum Amount and increase
in the amount of the


 

















 


Tranche A Commitments of [each/certain] of the Tranche A Lenders.
Borrower agrees and consents to the terms of this Section 1(b).


 


2.             AMENDMENTS
TO LOAN AGREEMENT.


 


(a)           Additional
Definitions. Section 1.01 of the Loan Agreement is hereby amended
by adding the following new definitions in the appropriate alphabetical order:


 


“Amendment No. 1”
means Amendment No. 1 to Amended and Restated Loan and Security Agreement,
dated as of November 7, 2007, among Borrower, the Lenders party thereto
and the Administrative Agent.


 


“Amendment No. 1 Effective
Date” means November 7, 2007.


 


(b)           Amendments
to Definitions.


 


(i)            Interest Period. Section 1.01 of the
Loan Agreement is hereby amended by deleting the definition of “Interest
Period” in its entirety and substituting the following
therefor:


 


“Interest Period”
means with respect to a LIBOR Loan, the period commencing on the date of the
making of such LIBOR Loan and ending on the numerically corresponding day in
the calendar month that is one, two, three, six or twelve months thereafter, as
Borrower may elect, provided that (a) if any Interest Period would
end on a day other than a Business Day, such Interest Period shall be extended
to the next succeeding Business Day, unless such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall
end on the next preceding Business Day, (b) any Interest Period that
commences on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the last calendar month of such
Interest Period) shall end on the last Business Day of the last calendar month
of such Interest Period. For purposes hereof, the date of the making of a LIBOR
Loan initially shall be the date on which such LIBOR Loan is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such LIBOR Loan.


 


(ii)           Tranche A Maximum Amount. Section 1.01
of the Loan Agreement is hereby amended by deleting the definition of “Tranche
A Maximum Amount”  in
its entirety and substituting the following therefor:


 


“Tranche A Maximum Amount”
means, with respect to the Tranche A Facility, Two Hundred Million Dollars
($200,000,000.00), as such amount may be increased in the aggregate in
accordance with Section 2.17 hereof or decreased in the aggregate in
accordance with Section 2.06.


 


(c)           Increase
in Commitments. Section 2.17(a) of the Loan Agreement
is hereby amended by deleting the first sentence thereof in its entirety and
substituting the following therefor:


 


Provided that
no Default or Event of Default has occurred and is continuing, Borrower may, at
any time and from time to time after the


 


2

















 


Amendment No. 1
Effective Date, provide a written request to the Administrative Agent to
increase the Tranche A Commitments by up to an aggregate maximum amount of
Fifty Million Dollars ($50,000,000.00).


 


(d)         Commitments. Schedule 2.01 to the Loan
Agreement is hereby deleted in its entirety and Exhibit A to this Amendment substituted therefor.


 


(e)          General. All references to “this
Agreement” in the Loan Agreement and to “the Loan Agreement” in the other Loan
Documents shall be deemed to refer to the Loan Agreement as amended hereby.


 


3.             CONDITIONS
TO EFFECTIVENESS. This Amendment shall be effective upon the
satisfaction of each of the following conditions:


 


(a)          The Administrative Agent (or its counsel)
shall have received from Borrower, each Guarantor and the Required Lenders
(including each Lender whose Tranche A Commitment is being increased in
connection with this Amendment) either (i) a counterpart of this Amendment
signed on behalf of such party or (ii) written evidence satisfactory to
the Administrative Agent (which may include telecopy transmission of a signed
signature page of this Amendment) that such party has signed a counterpart
of this Amendment.


 


(b)         The Administrative Agent shall have received a
replacement Notes for each Lender whose Tranche A Commitment is being increased
in connection with this Amendment requesting the same duly signed on behalf of
Borrower


 


(c)          The Lenders shall be reasonably satisfied
that no material adverse change in the business, assets, operations,
properties, condition (financial or otherwise), liabilities (including
contingent liabilities) or material agreements of Borrower and its Subsidiaries
has occurred since June 30, 2007.


 


(d)         There shall be no injunction, writ,
preliminary restraining order or other order of any nature issued by any
Governmental Authority in any respect affecting the transactions provided for
in this Amendment and no action or proceeding by or before any Governmental
Authority shall have been commenced and be pending or, to the knowledge of
Borrower, threatened, seeking to prevent or delay the transactions contemplated
by this Amendment or challenging any other terms and provisions hereof or
thereof or seeking any damages in connection herewith or therewith.


 


(e)          The representations and warranties contained
in the Loan Agreement shall be true and correct in all material respects,
except to the extent such representations and warranties relate to an earlier
date and, after giving effect to the amendments set forth in Section 2
hereof, no Default or Event of Default shall exist.


 


(f)          The Administrative Agent shall have received
(i) for the account of each Lender whose Tranche A Commitment is being
increased in connection with this Amendment, payable on the Amendment No. 1 Effective Date, a fee equal to the
product of 0.20% multiplied by the amount of the increase in such Lender’s
Tranche A Commitment and (ii) all other amounts due and payable on or
prior to the Amendment No. 1 Effective Date, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by Borrower hereunder.


 


3

















 


(g)         All legal matters with respect to and all
legal documents (including, but not limited to, the Loan Documents) executed in
connection with the transactions contemplated by this Amendment shall be
satisfactory to counsel for the Administrative Agent.


 


(h)         Borrower shall have paid the reasonable fees
and disbursements of counsel to the Administrative Agent and the Lenders in
connection with this Amendment.


 


The Administrative Agent shall notify
Borrower and the Lenders of the Amendment No. 1 Effective Date, and such
notice shall be conclusive and binding.


 


4.             REPRESENTATIONS AND
WARRANTIES. Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that:


 


(a)           The representations and warranties set forth
in the Loan Documents are true and correct in all material respects as of the
date hereof and with the same effect as though made on and as of the date
hereof, except to the extent such representations and warranties relate to an
earlier date.


 


(b)           No Default or Event of Default and no event
or condition which, with the giving of notice or lapse of time or both, would
constitute such a Default or Event of Default, now exists or would exist.


 


(c)           (i)            The
execution, delivery and performance by Borrower of this Amendment is within its
organizational powers and have been duly authorized by all necessary action
(corporate or otherwise) on the part of Borrower, (ii) this Amendment is
the legal, valid and binding obligation of Borrower, enforceable against
Borrower in accordance with its terms, and (iii) neither this Amendment
nor the execution, delivery and performance by Borrower hereof: (A) contravenes
the terms of Borrower’s organization documents, (B) conflicts with or results
in any breach or contravention of, or the creation of any Lien under, any
document evidencing any contractual obligation to which Borrower is a party or
any order, injunction, writ or decree to which Borrower or its property is
subject, or (C) violates any requirement of law.


 


(d)           Immediately after giving effect to the
increase in the Tranche A Maximum Amount pursuant to this Amendment, the Asset
Coverage Ratio (calculated as if the aggregate Revolving Credit Exposure of all
Lenders equals the Tranche A Maximum Amount (after giving effect to such
increase)) shall be not less than 1.25 to 1.00.


 


5.            EFFECT;
NO WAIVER.


 


(a)           Borrower hereby (i) reaffirms and
admits the validity and enforceability of the Loan Documents and all of its
obligations thereunder and (ii) agrees and admits that it has no existing
defenses to or offsets against any such obligation. Except as specifically set
forth herein, the Loan Agreement and the other Loan Documents shall remain in
full force and effect in accordance with their terms and are hereby ratified
and confirmed. The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any existing or future Default or Event of
Default, whether known or unknown or any right, power or remedy of the
Administrative Agent or the Lenders under the Loan Agreement, nor constitute a
waiver of any provision of the Loan Agreement, except as specifically set forth
herein.


 


4

















 


(b)           Borrower hereby (i) reaffirms all of
its agreements and obligations under the Loan Documents, (ii) reaffirms
that all Obligations of Borrower under or in connection with the Loan Agreement
as amended hereby are “Obligations” as that term is
defined in the Loan Documents and (iii) reaffirms that all such
Obligations continue to be secured by the Loan Documents, which remain in full
force and effect and are hereby ratified and confirmed.


 


6.             MISCELLANEOUS.


 


(a)           Borrower shall pay the Administrative Agent
upon demand for all reasonable expenses, including reasonable attorneys’ fees
and expenses of the Administrative Agent, incurred by the Administrative Agent
in connection with the preparation, negotiation and execution of this
Amendment.


 


(b)           THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF
LAW PROVISIONS, BUT INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK) AND DECISIONS OF THE STATE OF NEW
YORK.


 


(c)           This Amendment shall be binding upon
Borrower, the Administrative Agent and the Lenders and their respective
successors and assigns, and shall inure to the benefit of Borrower, the
Administrative Agent and the Lenders and the respective successors and assigns
of the Administrative Agent and the Lenders.


 


(d)           This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute one and the same instrument.


 


[Signature pages follow.]


 


5

















 


AS EVIDENCE of the agreement by the parties
hereto to the terms and conditions herein contained, each such party has caused
this Amendment to be executed on its behalf.


 


	
   

  	
  K-SEA OPERATING PARTNERSHIP L.P., as
  Borrower

  
	
   

  	
   

  
	
   

  	
  By:  K-Sea
  OLP GP, LLC, its general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J.
  Nicola

  
	
   

  	
  Name:

  	
  John J.
  Nicola

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  



 


K-SEA OPERATING PARTNERSHIP AMENDMENT NO. 1 SIGNATURE PAGE


 

















 


	
   

  	
  KEYBANK NATIONAL ASSOCIATION, for
  itself as Lender, and as Administrative Agent and as Collateral Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott A.
  Foye

  
	
   

  	
  Name:

  	
  SCOTT A.
  FOYE

  
	
   

  	
  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/ Hollis J. Griffin

  
	
   

  	
  Name:

  	
  Hollis J.
  Griffin

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  



 


K-SEA OPERATING PARTNERSHIP AMENDMENT NO. 1 SIGNATURE PAGE


 














 


	
   

  	
  CITIBANK, N.A., as
  Co-Syndication Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles J. Margiotti III

  
	
   

  	
  Name:

  	
  Charles J. Margiotti III

  
	
   

  	
  Title: 

  	
  Vice President

  



 


K-SEA OPERATING PARTNERSHIP AMENDMENT NO. 1 SIGNATURE PAGE


 

















 


	
   

  	
  CITIZENS BANK OF PENNSYLVANIA, as
  Co-Documentation Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Devon Starks

  
	
   

  	
  Name:

  	
  Devon Starks

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  



 


K-SEA OPERATING PARTNERSHIP AMENDMENT NO. 1 SIGNATURE PAGE


 

















 


	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION, as
  Co-Documentation Agent and Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paulette P Laurenzi

  
	
   

  	
  Name:

  	
  Paulette P Laurenzi

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  



 


K-SEA OPERATING PARTNERSHIP AMENDMENT NO. 1 SIGNATURE PAGE


 

















 


	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen Karp

  
	
   

  	
  Name:

  	
  Stephen Karp

  
	
   

  	
  Title:

  	
  Vice President

  



 


K-SEA OPERATING PARTNERSHIP AMENDMENT NO. 1 SIGNATURE PAGE


 

















 


ACKNOWLEDGEMENT
AND CONSENT


 


Each of the
undersigned Guarantors hereby (1) consents to the execution and delivery
by Borrower of the foregoing Amendment No. 1; (2) agrees that the definition of “Obligations” (and
any other term referring to the indebtedness, liabilities and obligations of
Borrower to the Administrative Agent or any of the Lenders) in the Parent
Guaranty or its Subsidiary Guaranty, as the case may be, and the other Loan
Documents shall include the Indebtedness of Borrower under the foregoing
Amendment No. 1; (3) agrees that the definition of “Loan
Agreement” in the Parent Guaranty or its Subsidiary
Guaranty, as the case may be, and the other Loan Documents to which it is a
party is hereby amended to mean the Loan Agreement as amended by the foregoing
Amendment No. 1; (4) reaffirms its continuing liability under the
Parent Guaranty or its Subsidiary Guaranty, as the case may be (as modified
hereby); (5) reaffirms all of its agreements and obligations under the
Loan Documents to which it is a party; (6) reaffirms that all Obligations
of Borrower under or in connection with the Loan Agreement as amended by the
foregoing Amendment No. 1 are “Obligations” as that term is
defined in the Parent Guaranty or its Subsidiary Guaranty, as the case may be;
(7) reaffirms that all such Obligations continue to be secured by the Loan
Documents to which it is a party, which remain in full force and effect and are
hereby ratified and confirmed; and (8) confirms and agrees that it is a
Guarantor and that the Parent Guaranty or its Subsidiary Guaranty, as the case
may be, and the other Loan Documents to which it is a party are, and shall
continue to be, in full force and effect in accordance with their respective
terms.


 


	
   

  	
  K-SEA TRANSPORTATION PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  K-Sea General Partner L.P., its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K-Sea General Partner GP LLC, its general
  partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ John J. Nicola

  
	
   

  	
   

  	
   

  	
  Name: John J. Nicola

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  K-SEA TRANSPORTATION INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Nicola

  
	
   

  	
  Name: John J. Nicola

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  K-SEA TRANSPORTATION LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Nicola

  
	
   

  	
  Name: John J. Nicola

  
	
   

  	
  Title: Chief Financial Officer

  
						



 

















 


	
   

  	
  SMITH MARITIME LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Nicola

  
	
   

  	
  Name: John J. Nicola

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  K-SEA HAWAII INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Nicola

  
	
   

  	
  Name: John J. Nicola

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  HAWAIIAN INTERISLAND TOWING, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Nicola

  
	
   

  	
  Name: John J. Nicola

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  TOW BOAT SERVICES & MANAGEMENT,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Nicola

  
	
   

  	
  Name: John J. Nicola

  
	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  UAUKEWAI DIVING, SALVAGE AND FISHING, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John J. Nicola

  
	
   

  	
  Name: John J. Nicola

  
	
   

  	
  Title: Chief Financial Officer

  



 


K-Sea Amendment No. 1 Acknowledgement and Consent Signature Page


 

















 


EXHIBIT A

TO

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT


 


SCHEDULE
2.01


 


Amendment
No. 1 Effective Date Commitments


 


	
  Lender

  	
   

  	
  Tranche A Commitment

  	
   

  	
  Tranche B Commitment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  KeyBank National Association

  	
   

  	
  $

  	
  40,500,000.00

  	
   

  	
  -0-

  	
   

  
	
  LaSalle Bank National Association

  	
   

  	
  $

  	
  38,500,000.00

  	
   

  	
  -0-

  	
   

  
	
  Citibank, N.A.

  	
   

  	
  $

  	
  38,500,000.00

  	
   

  	
  -0-

  	
   

  
	
  Citizens Bank of Pennsylvania

  	
   

  	
  $

  	
  28,500,000.00

  	
   

  	
  -0-

  	
   

  
	
  HSBC Bank USA, National Association

  	
   

  	
  $

  	
  28,500,000.00

  	
   

  	
  -0-

  	
   

  
	
  Wachovia Bank, National Association

  	
   

  	
  $

  	
  25,500,000.00

  	
   

  	
  -0-

  	
   

  
	
  Aggregate Commitments

  	
   

  	
  $

  	
  200,000,000.00

  	
   

  	
  -0-