exv10w4



 






Exhibit 10.4




MARITRANS OPERATING COMPANY L.P. – SUNOCO, INC. (R & M)




LIGHTERING CONTRACT




BIG STONE BEACH ANCHORAGE LIGHTERING




AS OF SEPTEMBER 1, 2005




CORPORATE GUARANTEE



In order to induce Sunoco, Inc. its successors and assigns, and /or any present or future
subsidiaries and affiliates, including but not limited to Sunoco Inc.(R&M), as defined under the
Securities Act of 1933 (thereafter called “Sun”) to extend credit or enter into contracts and
agreements with Maritrans Operating Company L.P. as now or hereinafter constituted and its
successors and assigns (hereinafter designated the “Debtor”), the undersigned hereby guarantees
the full and prompt performance or payment to Sun of any indebtedness including any accrued
interest and any other liabilities and obligations of Debtor to Sun in connection with an
extension of credit by Sun to, or an indebtedness arising with Debtor, together with all expenses
of obtaining payment thereof or enforcing the collateral security of this Guarantee, including
court and reasonable attorneys fees (said indebtedness, liabilities, obligations and expenses being
referred herein as “such obligations”).




     The amount of such obligations guaranteed by this Corporate Guarantee shall not exceed Twenty
Five Million Dollars ($25,000,000.00). This Corporate Guarantee shall terminate upon termination of
the Long Term Lightering Contract dated September 2, 2005 except for any indebtedness of
obligations first arising prior to such termination date.



     The undersigned agree that without notice to them and without releasing or affecting their
liability hereunder, you may extend, renew, modify, or waive any terms of, release, surrender,
exchange, compromise, or settle Such Obligations or any collateral security therefore; or exchange,
release or surrender any such security. Notice of acceptance of this Guarantee and of the
incurring of Such Obligations or any default thereon or acceleration thereof, as well as notice of
demand, protest, presentment for acceptance or payment, or dishonor for non-acceptance or
non-payment with respect to Such Obligations are hereby waived.



     In the event of Debtor’s failure to perform or to pay any of Such Obligations, Sun at its
option and without notice to the undersigned may exercise as to any collateral security held all
rights of a secured creditor as afforded under the laws of the State of Pennsylvania and may apply
the proceeds of any sale or disposition, or any other funds of Debtor in your possession
whatsoever, to the satisfaction of any of Such Obligations (after deducting all costs, expenses and
attorney’s fees incurred in the realization on, or protection of, such security) without



 









 




releasing the undersigned from liability to pay any deficiency remaining unpaid after such
application.




     This Guarantee shall be a continuing, absolute, and unconditional Guarantee and may be
enforced by Sun without first making demand upon or proceeding against Debtor or others liable for
Such Obligations and without first resorting to any collateral security or other property or
invoking other available rights or remedies.



     All Such Obligations shall become immediately due and payable by the undersigned in the manner
stated above without demand or notice if Debtor would fail to pay any money owed to Sun when due,
unless Sun elects not to treat any or all of such obligations as immediately due and payable by the
undersigned.



     This Guarantee shall be binding upon the undersigned and their representatives, successors and
assigns and shall inure to the benefit of all your successors or assigns. No waiver of Sun’s
rights hereunder or any modification hereof shall be effective unless in a writing signed by Sun’s
authorized officer, and each waiver shall extend only to the specific instance involved and shall
not impair Sun’s rights in any other respect at any other time



     Although referred to as a Guarantee, this instrument is intended to be a contract of
suretyship upon which the undersigned intends to be legally bound. This Guarantee shall be
governed in its entirety by the laws of the Commonwealth of Pennsylvania.



     Guarantor represents and warrants to Sun (1) that this Guarantee has been duly authorized,
executed and delivered by Guarantor and constitutes a valid and legally binding obligation on its
part enforceable in accordance with its terms, and is in full force and effect, (2) that there is
no action, suit, proceedings or threat or any; basis thereof, affecting the validity or
enforceability of the Guarantee, (3) that the Guarantee; does not, and the performance hereof will
not, conflict with or result in any violation of any bylaw, articles of incorporation, agreement,
decree, statute, or regulation applicable to Guarantor, and (4) that Guarantor now possesses and
will maintain the ability to perform this Guarantee so long as any of its obligations hereunder
remain outstanding.



     In the event of a default hereunder, or in case of the of the insolvency or failure in
business of Debtor or of Guarantor, or in the event that a petition in bankruptcy or for a receiver
be filed in any court by or against Debtor or the Guarantor, or an application be made for a writ
of attachment against any property of any of them, then all contracts, instruments, loans,
advances, credits or other obligations previously referred to shall Sun’s election be deemed for
the purposes of this guarantee to be subject to immediate performance including payment and the
liability of Guarantor hereunder shall accrue, all without demand or notice.



     No performance including payment by Guarantor pursuant to any provision of the Guarantee or
other satisfaction of the Guarantor’s liabilities under this guarantee by resort to the property of
the Guarantor shall entitle Guarantor, by subrogation of Sun’s rights or otherwise, to any payment
or performance by Debtor or out of the property of Debtor, except after payment in



 









 




full of all sums which may be or become payable to Sun by the Debtor at any time or from time to
time.



In witness whereof, the undersigned has caused its corporate seal to be hereto affixed and
attested, and this guarantee to be signed by its duly authorized officer in the City of Tampa,
State of Florida this 2nd day of September 2, 2005.




	 	 	 	 	 	 	 
	 	 	Maritrans Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Jonathan Whitworth	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	     Jonathan Whitworth	 	 
	 

	 	 	 	     Chief Executive Officer