Exhibit
4.1


 


CONTRACT OF SALE


 


 


This Contract of Sale dated January 29, 2004, is
entered into between (i) Wells Fargo Bank Northwest, National Association, not
in its individual capacity but solely as owner trustee (“Seller”) under a Trust
Agreement dated December 10, 1998 (the “Trust Agreement”) for the benefit of
ICX Corporation, a Delaware corporation (“Owner Participant”); (ii) the Owner
Participant, and (iii) K-Sea Operating Partnership L.P., a limited partnership
organized and existing under the laws of the State of Delaware (“Buyer”).


 


Seller has agreed to sell, and Buyer has agreed to buy
the following vessels:


 


S/R
EVERETT


U.S.
Flag - Official No. 1084513


 


and


 


S/R
NEW YORK


U.S.
Flag - Official No. 1090503


 


with everything belonging
to them on board hereinafter called “Vessels”, on the following conditions:


 


1.             The
aggregate purchase price to be paid for the Vessels by Buyer to Seller is - US
$32,256,770.00 (Thirty Two Million Two Hundred Fifty Six Thousand Seven Hundred
Seventy Dollars and NO Cents) (“Purchase Money”).


 


2.             Buyer
shall pay or cause to be paid the Purchase Money to Seller on or about January
29, 2004 (the “Closing Date”) via wire transfer to Owner Participant as
follows:


 


Charter One Bank,
N.A.

1215 Superior Avenue

Cleveland, Ohio  44114

ABA No.:  241-070-417

Account No.:  40-011383-0

Account Name:  ICX Corporation

Please notify Cindy Leonello, ICX Corporation 216-328-8705


 

















 


	
  3.

  	
   

  	
  (A)

  	
   

  	
  The Vessels shall be
  delivered and taken over, and title in and to the Vessels shall pass to
  Buyer, in accordance with Section 6 hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)

  	
   

  	
  Should either of the
  Vessels become a total or constructive total loss before the Closing Date,
  this Contract shall be considered null and void without any liability
  whatsoever on any party.   For
  purposes of this provision, “constructive total loss” is defined as any
  damages exceeding U.S. $1,500,000.00 to either Vessel.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  (A)

  	
   

  	
  Seller is the sole
  owner of the Vessels and, as such, shall deliver good and marketable title to
  the Vessels at closing in accordance with Section 6.  Seller represents and warrants, which
  representation and warranty shall survive the closing hereunder, that the
  Vessels, at the time of delivery on the Closing Date, shall be free from all
  adverse claims of ownership, encumbrances, mortgages, claims, unpaid taxes
  and liens or any other debts whatsoever, whether recorded, secret, State,
  maritime or otherwise created by, through or under Seller, unless arising by,
  through or under SeaRiver (defined herein below), in which case Buyer agrees
  to look solely to SeaRiver for the removal thereof or for the recovery of
  damages resulting therefrom.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)

  	
   

  	
  Owner Participant represents and warrants, which
  representation and warranty shall survive the closing hereunder, that the
  Vessels, at the time of delivery on the Closing Date, shall be free from all
  adverse claims of ownership, encumbrances, mortgages, claims, unpaid taxes
  and liens or any other debts whatsoever, whether recorded, secret, State,
  maritime or otherwise created by, through or under Owner Participant, unless
  arising by, through or under SeaRiver, in which case Buyer agrees to look
  solely to SeaRiver for the removal thereof or for the recovery of damages
  resulting therefrom.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (C)

  	
   

  	
  Any and all taxes,
  including sales tax, transfer fees, registration and/or documentation fees,
  recording fees, or any reasonable expenses of whatsoever nature incurred by
  reason of the sale of the Vessels shall be payable by the Buyer for its own
  account, and Buyer shall indemnify and save Seller harmless with respect
  thereto provided  that Buyer shall not be responsible for
  Seller’s or Owner Participant’s income taxes.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  (A)

  	
   

  	
  Seller has appointed
  SeaRiver Maritime, Inc. (“SeaRiver”) to deliver the Vessels to Buyer on the
  Closing Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)

  	
   

  	
  The Vessels are to be sold and shall be delivered to
  and taken over by Buyer on an outright basis “AS IS, WHERE IS” WITHOUT ANY 

  



 


2

















 


	
   

  	
   

  	
   

  	
   

  	
  REPRESENTATION,
  AGREEMENT OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE VESSELS’
  CLASS, PHYSICAL CONDITION, OUTFIT, EQUIPMENT, SPARE PARTS, SEAWORTHINESS,
  MERCHANTABILITY, INSURABILITY, PERFORMANCE, ELIGIBILITY FOR A PARTICULAR
  TRADE OR REGISTRY, COMPLIANCE WITH NATIONAL OR INTERNATIONAL CODES,
  CONVENTIONS, LAWS OR REGULATIONS, OR FITNESS FOR ANY PURPOSE WHATSOEVER.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (C)

  	
   

  	
  Title in and to the
  Vessels and all responsibility, risk of loss and expense with respect thereto
  shall pass to Buyer upon delivery of the Vessels to Buyer as evidenced by the
  execution of the Protocol (as defined below) by Buyer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (D)

  	
   

  	
  At the time of delivery
  of the Vessels to Buyer the Demise Charter dated December 11, 1998, as
  amended, between SeaRiver and Seller shall have been terminated and the
  Vessels redelivered by SeaRiver to Seller.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (E)

  	
   

  	
  Nothing in this Section
  7 is intended to limit the representations, warranties and agreements made by
  SeaRiver to Buyer in a separate agreement regarding the title and condition
  of the Vessels.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  (A)

  	
   

  	
  Closing shall take
  place during normal business hours at the offices of Buyer’s counsel or at
  such other place as the Seller and Buyer may select.  The closing shall take place on or before
  February 2, 2004, unless postponed at the mutual consent of the parties.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)

  	
   

  	
  At the aforesaid
  closing, the following shall take place:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (1)       Seller shall deliver to
  Buyer the following documents:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (a)      Three (3) original
  notarized U.S.C.G. Bills of Sale in the form of Exhibit A to this
  Contract (“Bill of Sale”) signed by an officer of Seller.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (b)      A signed copy of the
  letter of instructions from the Owner Participant to Seller, authorizing the
  sale of the Vessels under the terms and conditions of this Contract and
  authorizing the Seller to appoint SeaRiver to deliver the Vessels to Buyer on
  Seller’s behalf and to sign the Protocol.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (2)       Concurrently with the
  delivery of the above documents by Seller, Buyer shall deliver to Seller the
  Purchase Money.

  



 


3

















 


	
   

  	
   

  	
  (C)

  	
   

  	
  Immediately following the receipt of both the
  Purchase Money and Buyer’s documents as herein before provided in this
  Section 6, Seller shall instruct SeaRiver to effect physical delivery of the
  Vessels to Buyer.  Upon physical
  delivery of the Vessels, Buyer and SeaRiver, on behalf of Seller, shall then
  execute the Protocol of Delivery and Acceptance in the form attached hereto
  as Exhibit B (the “Protocol”) and other legally required delivery
  documents.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (D)

  	
   

  	
  Seller’s obligation to close hereunder shall
  expressly be subject to and conditioned upon (i) the performance of Buyer’s
  covenants and agreements under this Contract; (ii) the representations and
  warranties of Buyer under this Contract being true and correct as of the
  Closing Date; and (iii) all other information furnished by Buyer to Seller in
  connection with the sale of the Vessels being true and correct as of the
  Closing Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (E)

  	
   

  	
  Buyer’s obligation to close hereunder shall
  expressly be subject to and conditioned upon (i) the performance of Seller’s
  covenants and agreements under this Contract; (ii) the representations and
  warranties of Seller and Owner Participant under this Contract being true and
  correct as of the Closing Date; and (iii) all other information furnished by
  Seller or Owner Participant to Buyer in connection with the sale of the
  Vessels being true and correct as of the Closing Date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN
  ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD
  TO THE CONFLICT OF LAWS, PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF
  CONSTRUCTION, VALIDITY AND PERFORMANCE, AND MAY NOT BE MODIFIED IN ANY WAY
  EXCEPT IN WRITING SIGNED BY ALL PARTIES AND SHALL BE BINDING UPON AND INURE
  TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
  ASSIGNS.  THIS CONTRACT SHALL NOT BE
  EFFECTIVE UNTIL SIGNED BY ALL PARTIES. 
  THIS CONTRACT, THE BILL OF SALE AND THE PROTOCOL REPRESENTS THE ENTIRE
  AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Unless otherwise provided for herein, all notices
  hereunder shall be given in writing or by fax and be sent to Seller and Buyer
  at the addresses listed below.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  To Seller at:

  
	
   

  	
   

  	
   

  	
   

  	
  Wells Fargo Bank
  Northwest, National Association

  299 South Main Street, 12th Floor

  MAC V1228-120

  



 


4

















 


	
   

  	
   

  	
   

  	
   

  	
  Salt Lake City, Utah  84111

  Attention:  Corporate Trust Services

  Fax: (801) 246-5053

  Telephone: (801) 246-5819

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  with a copy to :

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  ICX Corporation

  
	
   

  	
   

  	
   

  	
   

  	
  2 Summit Park Drive, Suite 300

  Cleveland, Ohio  44131

  Attention:  Chief Financial Officer
  and General Counsel

  Fax: (216) 328-8710

  Telephone: (216) 328-8711

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  To Buyer at:

  
	
   

  	
   

  	
   

  	
   

  	
  K-Sea Operating Partnership L.P.

  3245 Richmond Terrace

  Staten Island, New York  10303

  Attention:  Chief Financial Officer

  Fax: (718) 720-7207

  Telephone: (718) 720-4358

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Buyer, Seller and Owner
  Participant agree to maintain in confidence and not reveal to any additional
  third parties the details of this transaction, except for disclosures made to
  prospective lenders, surveyors and insurers required to obtain financing for
  its purchase of the Vessels and insurance coverage for the Vessels, or unless
  such disclosure is required to be made in order to comply with any law,
  regulation, order or process binding on either the Buyer, Seller or Owner
  Participant.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  (A)

  	
   

  	
  Each of Owner
  Participant and Seller represents and warrants , which representation and
  warranty shall survive the closing hereunder, that it is a citizen of the
  United States within the meaning of Section 2 of the Shipping Act, 1916, as
  amended, for the purpose of operating the Vessels in the coastwise trade of
  the United States.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)

  	
   

  	
  Buyer represents and
  warrants, which representation and warranty shall survive the closing
  hereunder, that it is a citizen of the United States within the meaning of
  Section 2 of the U.S. Shipping Act, 1916, as amended (46 U.S.C. §802) for the
  purpose of operating vessels in the coastwise trade of the United States.

  



 


5

















 


	
  11.

  	
   

  	
  This Contract or any
  interest herein may not be assigned by any party without the written consent
  of the other parties, except that Buyer may assign this Contract as
  collateral security to its lenders. 
  Any assignment by any of the parties hereto in violation of the
  foregoing sentence shall be void.

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Seller, Owner
  Participant and Buyer each acknowledge that a broker has not represented it
  in connection with the transaction, and, therefore, no commission is due.

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  This Contract may be
  executed in counterparts and a binding and enforceable agreement will have
  been entered into when a copy of this Contract has been signed by each party.

  
	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Wells Fargo Bank
  Northwest, National Association (“Wells Fargo”) is entering into this
  Contract as owner trustee under the Trust Agreement and not in its individual
  capacity and in no case whatsoever shall Wells Fargo be personally liable on,
  or for any loss in respect of, any of the representations, warranties,
  agreements or obligations of the Seller or the Owner Participant, as to which
  the parties hereto agree to look solely to the Trust Estate, except for any
  loss caused by the willful misconduct or gross negligence of Wells Fargo or
  the Seller.

  



 


6

















 


IN WITNESS WHEREOF, the parties hereto have duly
executed and delivered this Contract as of the day and year first above
written.


 


	
   

  	
  WELLS FARGO BANK
  NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as
  owner trustee under a Trust Agreement dated December 10, 1998 for the benefit
  of ICX Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Brett R. King

  	
   

  
	
   

  	
  Name:

  	
  Brett R. King

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ICX CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael R. Babbitt

  	
   

  
	
   

  	
  Name:

  	
  Michael R. Babbitt

  
	
   

  	
  Title: Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  K-SEA OPERATING
  PARTNERSHIP L.P.

  
	
   

  	
  By: K-SEA OLP GP, LLC,
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Timothy J. Casey

  	
   

  
	
   

  	
  Name:

  	
  Timothy J. Casey

  
	
   

  	
  Title: President/CEO

  
	
  Acknowledged and Agreed
  as to:

  	
   

  	
   

  
	
  Clauses 4(A), 4(B),
  5(A), 5(D), 5(E) and 6(C) only

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SEARIVER MARITIME, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Joseph F. McDermott

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Joseph F. McDermott

  	
   

  	
   

  
	
  Title: Ocean Commercial
  Manager

  	
   

  	
   

  
								



 


7

















 


Exhibit A


 


Bill of
Sale


 

















 


OMB APPROVED

2115-0110


 


	
  DEPARTMENT OF TRANSPORTATION 

  U.S. COAST GUARD 

  CG-1340 (REV. 9-92)

  	
   

  	
  BILL OF SALE

  	
   

  	
    THIS
  SECTION FOR COAST GUARD USE ONLY

  

  

  

  

  

  

  

  

  RECORDED:

  

  BOOK:                          PAGE:
  

  

  PORT (IF NOT FILING PORT)

  

  DOCUMENTATION OFFICER

  
	
   

  	
   

  	
   

  	
   

  
	
  1.  VESSEL
  NAME

  

  S/R NEW
  YORK

  	
   

  	
   

  	
  2.  OFFICIAL
  NUMBER

   OR HULL ID NUMBER

  1090503

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3. NAME(S) AND
  ADDRESS(ES) OF SELLERS:

  

  Wells
  Fargo Bank Northwest, National Association,

  not in its individual capacity but solely as

  trustee under Trust Agreement dated

  December
  10, 1998

  299 South Main Street, 12th Floor

  Salt Lake City, UT  84111

  3A. TOTAL INTEREST OWNED (IF LESS THAN
  100%)                 %

  	
   

  
	
   

  	
   

  	
   

  
	
  4. NAME(S) AND
  ADDRESS(ES) OF BUYER(S) AND INTEREST TRANSFERRED TO EACH:

  

  K-Sea
  Operating Partnership L.P.

  3245 Richmond Terrace

  Staten
  Island, New York 10303

  
	
  

  4A.  TOTAL INTEREST TRANSFERRED (100%
  UNLESS OTHERWISE
  SPECIFIED)                    %

  
	
  

  4B.  MANNER OF OWNERSHIP.  UNLESS OTHERWISE STATED HEREIN, THIS BILL
  OF SALE CREATES A TENANCY IN COMMON, WITH EACH TENANT OWNING AN EQUAL
  UNDIVIDED INTEREST. CHECK ONLY ONE OF THE FOLLOWING BLOCKS TO SHOW ANOTHER
  FORM OF OWNERSHIP.    

  
	
  o       JOINT TENANCY WITH RIGHT
  OF SURVIVORSHIP

  	
   

  	
  o       TENANCY BY THE ENTIRETIES

  	
   

  	
  o       COMMUNITY PROPERTY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o       OTHER (DESCRIBE)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.  CONSIDERATION RECEIVED:

  

  (ONE DOLLAR AND OTHER VALUABLE CONSIDERATION UNLESS OTHERWISE STATED)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.  I (WE) DO HEREBY SELL TO THE BUYER(S) NAMED
  ABOVE, THE RIGHT, TITLE AND INTEREST IDENTIFIED IN BLOCK 4 OF THIS BILL OF
  SALE, IN THE PROPORTION SPECIFIED HEREIN.

  

  VESSEL IS SOLD FREE AND CLEAR OF ALL LIENS, MORTGAGES, AND OTHER ENCUMBRANCES
  OF ANY KIND AND NATURE, EXCEPT AS STATED ON THE REVERSE HEREOF.  VESSEL IS SOLD TOGETHER WITH AN EQUAL
  INTEREST IN THE MASTS, BOWSPRIT, SAILS, BOATS, ANCHORS, CABLES, TACKLE,
  FURNITURE, AND ALL OTHER NECESSARIES THERETO APPERTAINING AND BELONGING,
  EXCEPT AS STATED ON THE REVERSE HEREOF.

  
	
   

  
	
  7.  SIGNATURES OF SELLER(S) OR PERSON(S)
  SIGNING ON BEHALF OF SELLER(S).

  	
   

  	
  8.  DATE SIGNED

  
	
   

  	
   

  	
   

  
	
  9.  NAME(S) OF PERSON(S) SIGNING ABOVE, AND
  LEGAL CAPACITY IN WHICH SIGNED (E.G., OWNER, AGENT, TRUSTEE, EXECUTOR)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.  ACKNOWLEDGMENT (TO BE COMPLETED BY NOTARY
  PUBLIC OR OTHER OFFICIAL AUTHORIZED BY A LAW OF A STATE OR THE UNITED STATES
  TO TAKE OATHS.)

  
	
   

  
										



 


	
  ON                                                      THE
  PERSON(S) NAMED IN SECTION 9

  	
   

  	
  STATE:

  	
   

  
	
  (DATE)

  	
   

  	
   

  	
   

  
	
  ABOVE ACKNOWLEDGED
  EXECUTION OF THE FOREGOING INSTRUMENT IN THEIR STATED CAPACITY(IES) FOR THE
  PURPOSE THEREIN CONTAINED.

  	
   

  	
  COUNTY:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTARY PUBLIC 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MY COMMISSION EXPIRES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PREVIOUS EDITION OBSOLETE

  	
   

  	
  SN 7530-00-F01-1020

  
									



 

















 


REVERSE OF CG-1340 (REV. 9-92)


	
  (COMPLETE THIS SECTION
  ONLY IF VESSEL HAS NEVER BEEN DOCUMENTED AND DOES NOT HAVE A HULL
  IDENTIFICATION NUMBER.)

  

  VESSEL DATA

  
	
   

  	
   

  
	
  A. BUILDER

  	
  B.  BUILDER’S HULL NUMBER

  
	
   

  	
   

  
	
  C. FORMER NAME(S)

  	
  D.  FORMER MOTORBOAT NUMBERS

  
	
   

  	
   

  
	
  E.  FORMER ALIEN REGISTRATIONS

  	
   

  	
   

  
	
   

  	
   

  
	
   F. 
  DIMENSIONS: L=

  	
  B=

  	
  D=

  
	
   

  	
   

  
	
  G.  PERSON FROM WHOM SELLER OBTAINED VESSEL

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIGNATURE OF
  SELLER

  	
   

  
	
   

  	
   

  	
   

  
	
  WARRANTIES/APPURTENANCES/LIMITATIONS/EXCEPTIONS

  AS IS, WHERE IS, FREE AND CLEAR OF ALL LIENS,
  MORTGAGES, AND OTHER ENCUMBRANCES OF ANY KIND AND NATURE.

  
	
   

  
	
   

  
	
  INSTRUCTIONS

  
	
   

  
	
  1.  INDICATE CURRENT DOCUMENTED NAME.  (IF VESSEL HAS NEVER BEEN DOCUMENTED
  SELLER MUST COMPLETE AND SIGN DATA SECTION ABOVE.)

  2.  INDICATE OFFICIAL NUMBER AWARDED
  TO VESSEL OR HULL IDENTIFICATION NUMBER ASSIGNED BY MANUFACTURER.  (IF THE VESSEL HAS NO HULL IDENTIFICATION
  NUMBER AND HAS NEVER BEEN DOCUMENTED, SELLER MUST COMPLETE AND SIGN THE
  VESSEL DATA SECTION ABOVE.)

  3.  INSERT NAMES AND ADDRESSES OF ALL
  PERSONS SELLING VESSEL, ALONG WITH TOTAL INTEREST OWNED BY THOSE
  PERSON.S  IF MORE ROOM IS NEEDED,
  AN  ATTACHMENT MAY BE MADE SHOWING THE
  ADDRESSES OF THE SELLERS.

  3A.  SELF-EXPLANATORY.

  4.  INSERT NAMES AND ADDRESSES OF ALL
  BUYERS, ALONG WITH THE INTEREST TRANSFERRED TO EACH.  IF THERE IS MORE THAN ONE BUYER AND NO
  DIVISION OF INTEREST IS SHOWN, THIS BILL OF SALE WILL RESULT IN EACH BUYER
  HOLDING AN EQUAL INTEREST.  (IF MORE
  ROOM IS NEEDED, AN ATTACHMENT MAY BE MADE SHOWING THE ADDRESSES OF THE
  BUYERS.)

  4A.  SELF-EXPLANATORY.

  4B.  CHECK ONE OF THE BLOCKS TO CREATE
  A FORM OF OWNERSHIP OTHER THAN A TENANCY IN COMMON.  IF “OTHER” IS CHECKED, THE FORM OF OWNERSHIP MUST BE DESCRIBED.

  5.  OPTIONAL IF THE AMOUNT PAID FOR
  THE VESSEL IS INSERTED, IT WILL BE NOTED ON THE VESSEL’S GENERAL INDEX.

  6.  SELF-EXPLANATORY.  USE “REMARKS” SECTION ABOVE IF VESSEL IS
  NOT SOLD FREE AND CLEAR, OR TO LIST VESSEL APPURTENANCES WHICH ARE NOT SOLD
  WITH THE VESSEL.

  7.  SELF-EXPLANATORY.

  8.  SHOW THE DATE ON WHICH THE
  INSTRUMENT IS SIGNED.

  9.  IN ADDITION TO THE PRINTED OR
  TYPED NAME OF THE SIGNER, SHOW WHETHER THAT PERSON WAS ACTING AS AN OWNER, AS
  AN AGENT FOR AN OWNER, AS TRUSTEE, AS THE PERSONAL REPRESENTATIVE OR EXECUTOR
  OF AN ESTATE, OR OTHER CAPACITY WHICH ENTITLED THAT PERSON TO SIGN THE BILL
  OF SALE.

  10.  ANY ACKNOWLEDGMENT IN SUBSTANTIAL
  COMPLIANCE WITH THE LAW OF THE STATE WHERE TAKEN MAY BE ATTACHED TO THIS
  INSTRUMENT IN LIEU OF THE PREPRINTED ACKNOWLEDGMENT.

  
	
   

  
	
  PRIVACY ACT
  STATEMENT

  
	
   

  
	
  IN ACCORDANCE WITH 5
  USC 552(A), THE FOLLOWING INFORMATION IS PROVIDED TO YOU WHEN SUPPLYING
  PERSONAL INFORMATION TO THE U.S. COAST GUARD.

  

  1.  AUTHORITY.  SOLICITATION OF THIS INFORMATION IS
  AUTHORIZED BY 46 USC, CHAPTER 313 AND 46 CFR, PART 67.

  

  2.  THE PRINCIPAL PURPOSES FOR
  WHICH THIS INSTRUMENT IS TO BE USED ARE:



  (A) TO PROVIDE A
  RECORD, AVAILABLE FOR PUBLIC INSPECTION AND COPYING, OF THE SALE OR OTHER
  CHANGE IN OWNERSHIP OF A VESSEL WHICH IS DOCUMENTED, WILL BE DOCUMENTED, OR
  HAS BEEN DOCUMENTED PURSUANT TO 46 USC, CHAPTER 121.



  (B)  PLACEMENT OF THIS INSTRUMENT IN A BOOK FOR
  EXAMINATION BY GOVERNMENTAL AUTHORITIES AND MEMBERS OF THE GENERAL PUBLIC.

  

  3.  THE ROUTINE USE WHICH MAY
  BE MADE OF THIS INFORMATION INCLUDES DEVELOPMENT OF STATISTICAL DATA
  CONCERNING DOCUMENTED VESSELS.

  

  4.  DISCLOSURE OF THE INFORMATION
  REQUESTED ON THIS FORM IS VOLUNTARY. 
  HOWEVER, FAILURE TO PROVIDE THE INFORMATION COULD PRECLUDE FILING OF A
  BILL OF SALE AND DOCUMENTATION OF THE VESSEL NAMED HEREIN PURSUANT TO 46 USC,
  CHAPTER 121.  MOREOVER, BILLS OF SALE
  WHICH ARE NOT FILED ARE NOT DEEMED TO BE VALID AGAINST ANY PERSON EXCEPT THE
  GRANTOR OR A PERSON HAVING ACTUAL KNOWLEDGE OF THE SALE.  (46 USC 31321(A)).

  
	
   

  
	
  THE COAST GUARD
  ESTIMATES THAT THE AVERAGE BURDEN FOR THIS FORM IS 20 MINUTES.  YOU MAY SUBMIT ANY COMMENTS CONCERNING THE
  ACCURACY OF THIS BURDEN ESTIMATE OR MAKE SUGGESTIONS FOR REDUCING THE BURDEN
  TO:  COMMANDANT (G-MVI), U.S. COAST
  GUARD, WASHINGTON, DC 20593-0001 OR OFFICE OF MANAGEMENT AND BUDGET, OFFICE
  OF INFORMATION AND REGULATORY AFFAIRS, ATTENTION: DESK OFFICER  FOR DOT/USCG, OLD EXECUTIVE OFFICE
  BUILDING, WASHINGTON, DC 20503.

  
										



 


10

















 


OMB APPROVED

2115-0110


	
  

  DEPARTMENT OF TRANSPORTATION

  U.S. COAST GUARD

  CG-1340 (REV. 9-92)



  	
   

  	
  BILL OF SALE

  	
   

  	
  THIS SECTION FOR COAST
  GUARD USE ONLY

  

  

  

  

  



   

   

   

   

   

  RECORDED:



  BOOK:                   PAGE:



  PORT (IF NOT FILING PORT)

  

  

  DOCUMENTATION OFFICER

  
	
   

  	
   

  	
   

  	
   

  
	
  1. VESSEL NAME  

  

     S/R EVERETT

  	
   

  	
   

  	
  2. OFFICIAL
  NUMBER

   OR HULL ID NUMBER

  1084513

  	
   

  
	
   

   

  3. NAME(S) AND ADDRESS(ES) OF SELLERS:



  Wells
  Fargo Bank Northwest, National Association,

  not in its individual capacity but solely as

  trustee under Trust Agreement dated

  December 10, 1998

  299 South Main Street, 12th Floor

  Salt Lake City, UT  84111

  3A. TOTAL INTEREST OWNED (IF LESS THAN
  100%)                   %

  	
   

  
	
   

  	
   

  	
   

  
	
  4. NAME(S) AND
  ADDRESS(ES) OF BUYER(S) AND INTEREST TRANSFERRED TO EACH:

  

  K-Sea
  Operating Partnership L.P.

  3245 Richmond Terrace

  Staten Island, New York 10303

  
	
   

  
	
  4A.  TOTAL INTEREST TRANSFERRED (100% UNLESS
  OTHERWISE
  SPECIFIED)                               %
  

  
	
   

  
	
  4B.  MANNER OF OWNERSHIP.  UNLESS OTHERWISE STATED HEREIN, THIS BILL
  OF SALE CREATES A TENANCY IN COMMON, WITH EACH TENANT OWNING AN EQUAL
  UNDIVIDED INTEREST. CHECK ONLY ONE OF THE FOLLOWING BLOCKS TO SHOW ANOTHER
  FORM OF OWNERSHIP.

  
	
   

  
	
  o  JOINT
  TENANCY WITH RIGHT OF SURVIVORSHIP

  

  o  OTHER
  (DESCRIBE)

  	
   

  	
  o  TENANCY
  BY THE ENTIRETIES

  	
   

  	
  o  COMMUNITY
  PROPERTY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.  CONSIDERATION RECEIVED:

  

  (ONE DOLLAR AND OTHER VALUABLE CONSIDERATION UNLESS OTHERWISE STATED)

  
	
   

  
	
  6.  I (WE) DO HEREBY SELL TO THE BUYER(S)
  NAMED ABOVE, THE RIGHT, TITLE AND INTEREST IDENTIFIED IN BLOCK 4 OF THIS BILL
  OF SALE, IN THE PROPORTION SPECIFIED HEREIN.

  

  VESSEL IS SOLD FREE AND CLEAR OF ALL LIENS, MORTGAGES, AND OTHER ENCUMBRANCES
  OF ANY KIND AND NATURE, EXCEPT AS STATED ON THE REVERSE HEREOF.  VESSEL IS SOLD TOGETHER WITH AN EQUAL
  INTEREST IN THE MASTS, BOWSPRIT, SAILS, BOATS, ANCHORS, CABLES, TACKLE,
  FURNITURE, AND ALL OTHER NECESSARIES THERETO APPERTAINING AND BELONGING,
  EXCEPT AS STATED ON THE REVERSE HEREOF.

  
	
   

  
	
  7.  SIGNATURES OF SELLER(S) OR PERSON(S)
  SIGNING ON BEHALF OF SELLER(S).

  	
   

  	
  8.  DATE SIGNED

  
	
   

  	
   

  	
   

  
	
  9.  NAME(S) OF PERSON(S) SIGNING ABOVE, AND
  LEGAL CAPACITY IN WHICH SIGNED (E.G., OWNER, AGENT, TRUSTEE, EXECUTOR)

  
	
   

  
	
  10.  ACKNOWLEDGMENT (TO BE COMPLETED BY NOTARY
  PUBLIC OR OTHER OFFICIAL AUTHORIZED BY A LAW OF A STATE OR THE UNITED STATES
  TO TAKE OATHS.)

  
	
   

  
	 
	
  ON                                                      THE
  PERSON(S) NAMED IN SECTION 9

  	
   

  	
  STATE:

  	
   

  
	 
	
  (DATE)

  	
   

  	
   

  	
   

  
	 
	
  ABOVE ACKNOWLEDGED
  EXECUTION OF THE FOREGOING INSTRUMENT IN THEIR STATED CAPACITY(IES) FOR THE
  PURPOSE THEREIN CONTAINED.

  	
   

  	
  COUNTY:

  	
   

  
	 
	
   

  	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
  NOTARY PUBLIC 

  	
   

  
	 
	
   

  	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
  MY COMMISSION EXPIRES

  	
   

  
																				



 

















 


REVERSE OF CG-1340 (REV. 9-92)


	
  (COMPLETE THIS SECTION
  ONLY IF VESSEL HAS NEVER BEEN DOCUMENTED AND DOES NOT HAVE A HULL
  IDENTIFICATION NUMBER.)

  
	
   

  	
   

  
	
  VESSEL DATA

  	
   

  
	
   

  	
   

  
	
  A. BUILDER

  	
  B.  BUILDER’S HULL NUMBER

  
	
   

  	
   

  
	
  C. FORMER NAME(S)

  	
  D.  FORMER MOTORBOAT NUMBERS

  
	
   

  	
   

  
	
  E.  FORMER ALIEN REGISTRATIONS

  	
   

  	
   

  
	
   

  	
   

  
	
  F.  DIMENSIONS: L=

  	
  B=

  	
  D=

  
	
   

  	
   

  
	
  G.  PERSON FROM WHOM SELLER OBTAINED VESSEL

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SIGNATURE OF
  SELLER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  WARRANTIES/APPURTENANCES/LIMITATIONS/EXCEPTIONS

  
	
   

  
	
  AS IS, WHERE IS, FREE
  AND CLEAR OF ALL LIENS, MORTGAGES, AND OTHER ENCUMBRANCES OF ANY KIND AND
  NATURE.

  
												



 


 


INSTRUCTIONS


 


1.  INDICATE CURRENT DOCUMENTED NAME.  (IF VESSEL HAS NEVER BEEN DOCUMENTED SELLER
MUST COMPLETE AND SIGN DATA SECTION ABOVE.)


2.  INDICATE OFFICIAL NUMBER AWARDED TO VESSEL
OR HULL IDENTIFICATION NUMBER ASSIGNED BY MANUFACTURER.  (IF THE VESSEL HAS NO HULL IDENTIFICATION
NUMBER AND HAS NEVER BEEN DOCUMENTED, SELLER MUST COMPLETE AND SIGN THE VESSEL
DATA SECTION ABOVE.)


3.  INSERT NAMES AND ADDRESSES OF ALL PERSONS
SELLING VESSEL, ALONG WITH TOTAL INTEREST OWNED BY THOSE PERSON.S  IF MORE ROOM IS NEEDED, AN  ATTACHMENT MAY BE MADE SHOWING THE ADDRESSES
OF THE SELLERS.


3A.  SELF-EXPLANATORY.


4.  INSERT NAMES AND ADDRESSES OF ALL BUYERS,
ALONG WITH THE INTEREST TRANSFERRED TO EACH. 
IF THERE IS MORE THAN ONE BUYER AND NO DIVISION OF INTEREST IS SHOWN,
THIS BILL OF SALE WILL RESULT IN EACH BUYER HOLDING AN EQUAL INTEREST.  (IF MORE ROOM IS NEEDED, AN ATTACHMENT MAY
BE MADE SHOWING THE ADDRESSES OF THE BUYERS.)


4A.  SELF-EXPLANATORY.


4B.  CHECK ONE OF THE BLOCKS TO CREATE A FORM OF
OWNERSHIP OTHER THAN A TENANCY IN COMMON. 
IF “OTHER” IS CHECKED, THE FORM OF OWNERSHIP MUST BE DESCRIBED.


5.  OPTIONAL IF THE AMOUNT PAID FOR THE VESSEL
IS INSERTED, IT WILL BE NOTED ON THE VESSEL’S GENERAL INDEX.


6.  SELF-EXPLANATORY.  USE “REMARKS” SECTION ABOVE IF VESSEL IS NOT SOLD FREE AND CLEAR,
OR TO LIST VESSEL APPURTENANCES WHICH ARE NOT SOLD WITH THE VESSEL.


7.  SELF-EXPLANATORY.


8.  SHOW THE DATE ON WHICH THE INSTRUMENT IS
SIGNED.


9.  IN ADDITION TO THE PRINTED OR TYPED NAME OF
THE SIGNER, SHOW WHETHER THAT PERSON WAS ACTING AS AN OWNER, AS AN AGENT FOR AN
OWNER, AS TRUSTEE, AS THE PERSONAL REPRESENTATIVE OR EXECUTOR OF AN ESTATE, OR
OTHER CAPACITY WHICH ENTITLED THAT PERSON TO SIGN THE BILL OF SALE.


10.  ANY ACKNOWLEDGMENT IN SUBSTANTIAL COMPLIANCE
WITH THE LAW OF THE STATE WHERE TAKEN MAY BE ATTACHED TO THIS INSTRUMENT IN
LIEU OF THE PREPRINTED ACKNOWLEDGMENT.


 


 


PRIVACY ACT
STATEMENT


 


IN ACCORDANCE WITH 5 USC
552(A), THE FOLLOWING INFORMATION IS PROVIDED TO YOU WHEN SUPPLYING PERSONAL
INFORMATION TO THE U.S. COAST GUARD.


 


1.  AUTHORITY.  SOLICITATION OF THIS INFORMATION IS AUTHORIZED BY 46 USC, CHAPTER
313 AND 46 CFR, PART 67.


 


2.  THE PRINCIPAL PURPOSES FOR WHICH THIS
INSTRUMENT IS TO BE USED ARE:


 


(A) TO PROVIDE A RECORD,
AVAILABLE FOR PUBLIC INSPECTION AND COPYING, OF THE SALE OR OTHER CHANGE IN
OWNERSHIP OF A VESSEL WHICH IS DOCUMENTED, WILL BE DOCUMENTED, OR HAS BEEN
DOCUMENTED PURSUANT TO 46 USC, CHAPTER 121.


(B)  PLACEMENT OF THIS INSTRUMENT IN A BOOK FOR
EXAMINATION BY GOVERNMENTAL AUTHORITIES AND MEMBERS OF THE GENERAL PUBLIC.


 


3.  THE ROUTINE USE WHICH MAY BE MADE OF
THIS INFORMATION INCLUDES DEVELOPMENT OF STATISTICAL DATA CONCERNING DOCUMENTED
VESSELS.


 


4.  DISCLOSURE OF THE INFORMATION REQUESTED ON
THIS FORM IS VOLUNTARY.  HOWEVER,
FAILURE TO PROVIDE THE INFORMATION COULD PRECLUDE FILING OF A BILL OF SALE AND
DOCUMENTATION OF THE VESSEL NAMED HEREIN PURSUANT TO 46 USC, CHAPTER 121.  MOREOVER, BILLS OF SALE WHICH ARE NOT FILED
ARE NOT DEEMED TO BE VALID AGAINST ANY PERSON EXCEPT THE GRANTOR OR A PERSON
HAVING ACTUAL KNOWLEDGE OF THE SALE. 
(46 USC 31321(A)).


 


 


THE COAST GUARD ESTIMATES
THAT THE AVERAGE BURDEN FOR THIS FORM IS 20 MINUTES.  YOU MAY SUBMIT ANY COMMENTS CONCERNING THE ACCURACY OF THIS
BURDEN ESTIMATE OR MAKE SUGGESTIONS FOR REDUCING THE BURDEN TO:  COMMANDANT (G-MVI), U.S. COAST GUARD,
WASHINGTON, DC 20593-0001 OR OFFICE OF MANAGEMENT AND BUDGET, OFFICE OF INFORMATION
AND REGULATORY AFFAIRS, ATTENTION: DESK OFFICER  FOR DOT/USCG, OLD EXECUTIVE OFFICE BUILDING, WASHINGTON, DC
20503.


 


12

















 


Exhibit
B


 


Protocol


 

















 


PROTOCOL OF DELIVERY AND
ACCEPTANCE


 


 


K-SEA OPERATING
PARTNERSHIP L.P., a Delaware limited partnership (“K-Sea”) and SEARIVER
MARITIME, INC., a Delaware corporation (“SeaRiver”), hereby certify that:


 


At
           hours, local time
at Providence, Rhode Island, on the 29th day of January, 2004, SeaRiver, as
agent for Wells Fargo Bank Northwest, National Association, not in its
individual capacity but solely as owner trustee (the “Seller”) pursuant to a
Trust Agreement dated as of December 10, 1998 for the benefit of ICX
Corporation, has delivered the U. S. Flag tank barge S/R NEW YORK, official number
1090503, and the U. S. Flag tug boat S/R EVERETT, official number 1084513, to
K-Sea, and K-Sea has taken delivery thereof, all in pursuant to a Contract of
Sale entered into between K-Sea and the Seller dated January 29, 2004.


 


IN WITNESS WHEREOF, K-Sea
and SeaRiver have executed this Protocol of Delivery and Acceptance this 29th
day of January, 2004.


 


 


	
  K-SEA OPERATING
  PARTNERSHIP L.P.

  	
  SEARIVER MARITIME, INC.

  
	
  By:  K-SEA OLP GP, LLC, general partner

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title: