Exhibit 10.5


 


 


Contract No. MA-13781


 


RESTATED SECURITY AGREEMENT


 


 


                THIS RESTATED SECURITY
AGREEMENT, dated as of and effective as of December ___, 2003 (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.


 


 


RECITALS


 


                WHEREAS:


 


                A.            K-Sea Transportation LLC, a Delaware
limited liability company (“K-Sea LLC”), and EW Holding Corp., a New York
corporation (“EW Holding”), are parties to that certain Security Agreement,
Contract No. MA-13781, dated June 7, 2002, as amended by Security Agreement
Amendment No. 1 dated June 27, 2003 and Security Agreement Amendment No. 2
dated June 27, 2003 by and among K-Sea LLC, EW Holding and the Secretary (the
“Original Security Agreement”);


 


                B.            As set forth in the Recitals to the
Original Security Agreement, K-Sea LLC and EW Holding have previously
authorized the issuance of obligations designated “United States Government
Guaranteed Ship Financing Obligations, K-Sea Series 2002-1, 2002-2, 2002-3 and
2002-4” (the “Obligations”) in an aggregate principal amount of Forty Million
Four Hundred Forty-One Thousand United States Dollars ($40,441,000) (generally
referred to as the “Title XI Financing”) to finance a portion of the cost of
construction of DBL
101 (O.N. 1119760), DBL 81 (O.N. 1132231), DBL 82 (O.N. 1137538), and Hull No. 422, to be
known as DBL 102 (the “Vessels” and each, a “Vessel”);


 


                C.            With the Secretary’s consent and in connection with
the initial public offering of common units representing limited partner
interests in K-Sea LP on the date hereof and all transactions and agreements
contemplated or incidental thereto, including the execution of the
Contribution, Conveyance and Assumption Agreement dated as of December __, 2003
(the “Contribution Agreement”) by and 


 

















 


among K-Sea LLC,
EW Holding, K-Sea Acquisition Corp., a Delaware corporation (“K-Sea
Acquisition”), and K-Sea Transportation Corp., a New York corporation (“K-Sea
Transportation”), and collectively with K-Sea LLC, EW Holding, and K-Sea
Acquisition, the “Original K-Sea Entities”), K-Sea Investors L.P., a Delaware
limited partnership, K-Sea LP and K-Sea OLP and the performance of the terms
and transactions set forth in the Contribution Agreement (collectively, the
“MLP Transaction”), by assumption, merger and operation of law K-Sea LP and
K-Sea OLP simultaneously herewith have succeeded to substantially all of the
interests and obligations of the Original K-Sea Entities including, without
limitation, the Obligations, the documents and instruments referenced in the
Secretary’s action dated December __, 2003 by the Secretary with respect to the
MLP Transaction (the “Secretary’s Consent”), and the Vessels;


 


D.            Simultaneously
with the closing of the MLP Transaction and the execution of this Security
Agreement, each of the Delivered Vessels is being transferred to K-Sea OLP and
documented in the name of K-Sea OLP under the laws of the United States,
subject to the Mortgage;


 


                E.             Simultaneously with the closing of
the MLP Transaction and the execution of this Security Agreement, K-Sea LP and
K-Sea OLP are entering into the Restated Title XI Reserve Fund and Financial
Agreement with the United States with respect to the Title XI Financing;


 


                F.             The Secretary, K-Sea LP and K-Sea
OLP wish to amend and restate the Original Security Agreement in order to
reflect the transactions described above and to obtain the consent of the
United States, acting by and through the Secretary (as required by the terms of
Article VIII of the Original Security Agreement), to such transactions; and


 


                G.            The parties hereto desire to amend and restate the
Original Security Agreement in its entirety.


 


NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained, and of other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto hereby agree as follows:


 


 


ARTICLE
I.           Assumption and Consent


 


                SECTION 1.  Assumption of Original Security Agreement.  Pursuant to Section 8.01(b) of the Original
Security Agreement, K-Sea LP and K-Sea OLP, jointly and severally, hereby
expressly assume all of the respective former, present 


 


 


2

















 


and future obligations, duties, right, title and
interest of K-Sea LLC and EW Holding in and to the Original Security Agreement,
as amended and restated hereby, together with all documents and instruments
evidencing any such obligations, duties, right, title and interest thereto, and
K-Sea LP and K-Sea OLP expressly agree, jointly and severally, specifically to
perform all of the respective agreements and obligations of K-Sea LLC and EW
Holding under the Original Security Agreement as amended and restated hereby.  For the avoidance of doubt, pursuant to
Section 8.01(b) of the Original Security Agreement, K-Sea LP and K-Sea OLP
expressly assume (i) the payment of the principal of (and premium, if
any) and interest on the Outstanding Obligations in accordance with the terms
of the Obligations, (ii) the payment of the principal of and interest on the
Secretary’s Note and (iii) the performance of the agreements of K-Sea LLC and
EW Holding in the Indenture, the Original Security Agreement as amended and
restated hereby, the Mortgage and any related document.


 


                SECTION 2.  Secretary’s Consent.  The United States, acting through the
Secretary, (i) having by the Secretary’s Consent acknowledged, consented and
agreed to the MLP Transaction, (ii) having by the Secretary’s Consent acknowledged,
consented and agreed that K-Sea LP and K-Sea OLP and their direct and indirect
subsidiaries, together with each of the Original K-Sea Entities, may enter into
such documents, agreements or instruments that are reasonably related to the
MLP Transaction, and (iii) having granted all consents necessary to be obtained
under the Title XI Financing, including without limitation, the Secretary’s
consent as required under Article VIII of the Original Security Agreement,
hereby (a) releases each of K-Sea LLC and EW Holding from the Original Security
Agreement, and (b) agrees that from and after the date hereof the Original
Security Agreement shall be superseded in all respects by this Security
Agreement.


 


 


ARTICLE II.         Amendments and Restatement


 


                The Original
Security Agreement hereby is amended and restated in its entirety as follows:


 


                SECTION 1.  Concerning these Special and General
Provisions.  This Security Agreement
shall consist of two parts: the Special Provisions and the General Provisions
attached hereto as Exhibit 1 of this Security Agreement and incorporated herein
by reference.  In the event of any
conflict, or inconsistency between the Special Provisions of this Security
Agreement and Exhibit 1, the Special Provisions shall control.


 


SECTION 2.  Rules of
Interpretation and Definitions.


 


3

















 


(a)           For all purposes of this Security Agreement, unless
otherwise expressly provided or unless the context otherwise requires, the
terms used herein and defined in Schedule X to this Security Agreement or by
reference therein to other instruments shall have the respective meanings
stated in said Schedule X or such other instruments.


(b)           All references to the Security Agreement contained in any
documents delivered under or pursuant to the Original Security Agreement,
including without limitation Schedule X to the Original Security Agreement,
shall be construed as references to the Original Security Agreement as amended
and restated by the terms of this Security Agreement, as it may be further
amended from time to time.


                (c)
          All references in the General Provisions to
“Shipowner” and “Shipowner’s” shall be deemed to mean K-Sea LP and K-Sea OLP,
provided, however, where the context refers to the Shipowner solely in its
capacity as shipowner of any Vessel, such reference shall be deemed to mean and
refer to K-Sea OLP alone.


                SECTION 3.  Additions, Deletions and Amendments to
the General Provisions.  The
following additions, deletions and amendments are hereby made to the General
Provisions of this Security Agreement:


 


(a)           Concerning Section 2.01.  Section 2.01(a)(2) is hereby amended and restated as follows:


“(2)  the Shipowner had and has
legal power and authority to enter into and carry out the terms of the Amended
Guarantee Commitment, the Obligations, the Indenture, the Security Agreement,
the Secretary’s Note, the Assumption of Mortgage, Security Agreement and
Secretary’s Note (OLP DBL 101), the Assumption of Mortgage, Security Agreement
and Secretary’s Note (OLP DBL 81, DBL 82), the Mortgage, the Additional
Mortgage, the Financial Agreement, the Depository Agreement, the Termination of
Depository Agreement (Segregated Account) and the Acknowledgement regarding
Bareboat Charters (the “Documents”).”


 


A new Section 2.01(a)(6) is
hereby added, the text of which shall read as follows:


“(6)  except for liens created in
accordance with the terms of the Revolving Credit Facility and such liens relating to the vessels
listed therein together with 


 


4

















 


insurances, freights,
hires and other proceeds of such vessels, there exists no current lien or
encumbrance on the cash flow of K-Sea LP and the Shipowner for the benefit of
CIT or any other Person, and such liens do not conflict with the Security.”


 


A new Section 2.01(d) is hereby
added, the text of which shall read as follows:


“(d)  Partnership Covenants.  [Each Partnership hereby covenants that, so
long as any Outstanding Obligations remain or any principal or interest remains
due under the Secretary’s Note:


 


(1)           If an event of dissolution occurs to
either Partnership, such Partnership shall promptly reconstitute itself as a
limited partnership;


 


(2)           No modifications or amendments to
each Partnership’s partnership agreement shall be made without the Secretary’s
prior written consent;


 


(3)           No change of the name or location of
either Partnership shall be made without the Secretary’s prior written consent;


 


(4)           Except as approved by the Secretary’s
Consent, no merger of either Partnership or sale or disposition of assets or
either Partnership inconsistent with the Documents shall be made without the
Secretary’s prior written consent; and


 


(5)           No election to terminate or to
dissolve either Partnership shall be made without the Secretary’s prior written
consent.]”


 


(b)           Concerning Section 2.02.  Section 2.02(a) is hereby amended and restated as follows:


“(a)  Title to
and Possession of the Vessels.  On
each Delivery Date for a Vessel, the Shipowner represents and warrants that as
of such Delivery Date, it 


 


5

















 


or
its predecessor in interest lawfully owns such Vessel free from any liens,
encumbrances, security interests, charges, or rights in  rem
(subject only to (1) the equity of the Shipyard under the Construction
Contract, if any, (2) liens on any undelivered Vessel which the Shipyard is
obligated to discharge under the Construction Contract, (3) any security
interest subordinated to the Secretary’s security interest permitted under the
Special Provisions hereof, (4) the Secretary’s rights hereunder, and (5) the
liens permitted by paragraph (d)(3) of this Section). The Shipowner shall, for
the Secretary’s benefit, warrant and defend the title to, and possession of,
each Vessel and every part thereof against the claims and demands of all
Persons whomsoever.”


Section 2.02(d)(1) is hereby
amended by deleting the first sentence therein and adding to the end of the
second sentence: “and the Shipyard lien, if any, for the remaining unpaid
balance of the contract price for such Vessel.”


(c)           Concerning Section 2.03(a)(2).  Section 2.03(a)(2) is hereby amended by
replacing “five (5%)” with “two and one-half (2.5%)”.


(d)           Concerning Section 2.05.  In
connection with Section 2.05(b)(3) and the last paragraph of Section 2.05(e),
the maximum amount of self-insurance permitted to the Shipowner under the last
paragraph thereof shall be Two Hundred Fifty Thousand United States
Dollars ($250,000) per
accident, and in connection with clause (ii) of the initial paragraph of
Section 2.05(c), the Secretary shall permit payment of losses up to the amount
of Two Hundred Fifty Thousand United States Dollars ($250,000) to be made directly to the Shipowner
under the circumstances therein.


Section 2.05(c) is hereby
amended by adding the words “either K-Sea LP’s or” after the words “Secretary
shall have assumed” in the introductory paragraph thereof.


Section 2.05(c)(1)(C) is hereby
amended by adding the words “either K-Sea LP’s or” after the words “Secretary
shall have assumed”.


Section 2.05(c)(3)(C) is hereby
amended by adding the words “either K-Sea LP’s or” after the words “Secretary
shall have assumed”.


Section 2.05(e)(2)(A) is hereby
amended by adding the words “either K-Sea LP’s or” after the words “Secretary
shall have assumed” in the second paragraph thereof.


 


6

















 


 


(e)           Concerning Section 2.07.  Section 2.07(b) is hereby amended and restated as follows:


“(b)         The
Shipowner shall promptly pay all amounts it receives by reason of such
requisition, seizure, forfeiture, termination or total loss (“Loss Event”) to
the Secretary if such Loss Event occurs to a Vessel that has been delivered.”


Section 2.07(c)(3) is hereby
amended by adding the words “either K-Sea LP’s or” after the words “Secretary
shall have assumed”.


                (f)            Concerning Section 2.08.  The notice in Section 2.08(c) shall read as
follows with respect to each Vessel:


 


“NOTICE OF MORTGAGE”


“This Vessel is owned by K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited
partnership (the “Shipowner”), and is covered by a First Preferred Fleet
Mortgage in favor of the United States of America, under authority of Chapter
313, Title 46 of the United States Code. 
Under the terms of said Fleet Mortgage neither the Shipowner, any charterer,
the master or agent of this Vessel nor any other person has any right, power or
authority to create, incur or permit to be placed or imposed upon this Vessel
any lien whatsoever other than statutory liens incident to current operations
that are subordinate to said Fleet Mortgage.”


(g)           Concerning Section 2.12.  Section 2.12(a) is hereby amended and restated as follows:


“(a) If K-Sea LP or the Shipowner is organized as a
general partnership, limited partnership, limited liability company or joint
venture, then for so long as there is Outstanding Obligations or indebtedness
under the Secretary’s Note, the partnership agreement, operating agreement,
limited liability agreement, joint venture agreement (or any agreement
constituting such an entity) shall not be amended, modified or voluntarily
terminated without the Secretary’s prior written consent, except that such
partnership agreement, operating agreement, limited liability agreement, joint
venture agreement (or any agreement constituting such an entity) may be amended
or modified without the Secretary’s consent as set forth in the 


 


 


7

















 


Secretary’s
Consent or in relation to any addition or removal of a limited partnership of
K-Sea LP or the Shipowner.”


(h)           Concerning
Section 2.13.  Section 2.13 is
hereby amended and restated as follows:


 


“Partners
of Limited Partnerships.  All
existing and future partnership agreements of K-Sea LP or the Shipowner shall
provide that each partner thereof (each being a “Partner”), upon becoming a
Partner, shall agree: (1) that any amounts owed by K-Sea LP or the Shipowner to
a Partner with respect to its interest (as that or the equivalent term is used
in K-Sea LP’s or the Shipowner’s limited partnership agreement) (the “Distributions”)
shall be subordinated to K-Sea LP’s or the Shipowner’s payment of the
Secretary’s Note and debts under the Security Agreement, provided that such
Distributions may be paid to the extent K-Sea LP or the Shipowner is permitted
to pay dividends under the Financial Agreement; (2) that in the event of
default by K-Sea LP or the Shipowner under the Security Agreement, the Partner
shall be subordinated in its rights to receive any Distribution or to be paid
any sums whatsoever by K-Sea LP or the Shipowner until the Secretary has made a
full recovery of any and all amounts owed under the Secretary’s Note and the
Security Agreement.”


(i)            Concerning Section 2.14.  Section 2.14 is hereby deleted.


(j)            Concerning Section 4.01.  Section 4.01(d) is hereby amended by adding the words “either
K-Sea LP’s or” after the words “Secretary assumes”.


(k)           Concerning Section 5.02.  The Secretary has determined that a deposit of six (6) months’
interest on the principal amount deposited in the Escrow Fund is not required.


(l)            Concerning Section 5.03.  Section 5.03(d) is hereby amended by adding the words “either
K-Sea LP’s or” after the words “Secretary assumes”.


Section 5.03(g) is hereby
amended by adding the words “either K-Sea LP’s or” after the words “Secretary
shall have paid the Guarantees or shall have assumed” in the introductory
clause and clause (3) thereof.


(m)          Concerning
Section 6.01.  Section 6.01(a) is
hereby amended by adding at the end thereof the following additional provision:


“Notwithstanding any provisions
of this Section 6.01(a) or any other provisions of this Security Agreement to
the contrary, in the event of any Payment Default in the payment 


 


8

















 


of any interest or principal with respect to any Obligations of any
Series, such Payment Default shall constitute a Default as to all Series for
all purposes under this Security Agreement, following which the Secretary may
exercise the Secretary’s rights, remedies and privileges as to all Obligations
of all such Series.”


Section 6.01(b) is hereby
amended by replacing the words “The following shall constitute” with the words
“Each of the following events, if continued for the greater period of ninety
(90) days after the occurrence of such event or the time specified therein,
shall constitute” in the first clause thereof.


Section 6.01(b) is hereby
amended by adding the words “either K-Sea LP’s or” after the words “Secretary
shall have assumed” in the last clause thereof.


Section 6.01(b)(7) is hereby
amended by adding at the end thereof the following additional provision:


“or any payment
default by either the Shipowner or K-Sea LP under any of either’s credit or
loan arrangements with other lenders;”


 


Section 6.01(b)(9) is hereby
deleted in its entirety.


(n)           Concerning Section 6.02.  Section 6.02 is hereby amended by adding the words “either K-Se
LP’s or” after the words “Secretary shall have assumed”.


Section 6.02 is hereby amended
by adding at the end thereof the following additional provision:


“Notwithstanding any provisions
of this Section 6.02 or any other provisions of this Security Agreement to the
contrary, in the event the Secretary shall have (i) been obligated to pay the
Guarantees with respect to the Obligations of any Series, (ii) assumed either
K-Sea LP’s or the Shipowner’s rights and duties under the Indenture as to the
Obligations of any Series, or (iii) assumed either K-Sea LP’s or the
Shipowner’s rights and duties under the Obligations of any Series, the
Secretary may declare the principal on the Secretary’s Note as to the
Obligations of any and all Series and accrued interest thereon to be
immediately due and owing and payable.”


 


9

















 


(o)           Concerning Section 6.03.  Sections 6.03(a), (b) and (c) are hereby amended by adding the
words “either K-Sea LP’s or” after the words “Secretary shall not have
assumed”.


Section 6.03(g) is hereby
amended by adding the words “either K-Sea LP’s or” after the words “Secretary
shall have assumed”.


(p)           Concerning Section 6.04.  Sections 6.04(a) is hereby amended by adding the words “either
K-Sea LP’s or” after the words “or the assumption by the Secretary of”.


Section 6.04(b)’s introductory
clause is hereby amended by adding the words “either K-Sea LP’s or” after the
words “the Secretary’s assumption of”.


(q)           Concerning Section 6.06(c).  Section 6.06(c) is hereby amended by adding
the words “either K-Sea LP or” after the words “assumption by the Secretary of
the rights and duties of”.


(r)            Concerning Section 8.01.  Section 8.01(a) is
hereby amended by adding the words “either K-Sea LP or” before the words “the
Shipowner with and into” and before the words “the Shipowner of all or
substantially”.


Section 8.01(b) is hereby
amended by adding the words “K-Sea LP and” before the words “the Shipowner in
the Indenture”.


Section 8.01(d) is hereby
deleted in its entirety.


(s)           Concerning Section 8.02.  Section 8.02 is hereby amended by adding the following Section
8.02(b):


“(b) Notwithstanding
anything to the contrary herein, limited partners of K-Sea LP or the Shipowner
may transfer their limited partner interests pursuant to the terms of their
respective partnership agreement to any Person.”


(t)            Concerning Section 9.01.  Subject to Section 9.01 of this Security Agreement, any notice,
request, demand, direction, consent, waiver, approval or other communication,
when given to a party hereto, shall be addressed to:


 


	
  Secretary as:

  	
   

  	
  SECRETARY OF TRANSPORTATION

  
	
   

  	
   

  	
  c/o Maritime Administrator

  
	
   

  	
   

  	
  U.S. Department of Transportation

  
	
   

  	
   

  	
  400 Seventh Street, S.W.

  
	
   

  	
   

  	
  Washington, D.C. 20590

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


10

















 


 


	
   

  	
   

  	
   

  
	
  Shipowner as:

  	
   

  	
  K-SEA OPERATING PARTNERSHIP L.P.

  
	
   

  	
   

  	
  Attn: Chief Financial Officer

  
	
   

  	
   

  	
  3245 Richmond Terrace

  
	
   

  	
   

  	
  Staten Island, NY 10303

  



 


	
  Parent Company as:

  	
   

  	
  K-SEA TRANSPORTATION PARTNERS L.P.

  
	
   

  	
   

  	
  Attn: Chief Financial Officer

  
	
   

  	
   

  	
  3245 Richmond Terrace

  
	
   

  	
   

  	
  Staten Island, NY 10303

  



 


	
  Indenture Trustee as:

  	
   

  	
  JPMORGAN CHASE BANK

  
	
   

  	
   

  	
  450 West 33rd Street, 15th Floor

  
	
   

  	
   

  	
  New York, New York 10001

  
	
   

  	
   

  	
  Attention: Institutional Trust Services

  



 


 


                SECTION 4.  Counterparts.  The Security Agreement may be executed in
any number of counterparts.  All such
counterparts shall be deemed to be originals, and shall together constitute but
one and the same instrument.


 


SECTION 5.  GOVERNING LAW.  THIS
SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE FEDERAL LAWS OF THE UNITED
STATES OF AMERICA, BUT IF THEY ARE INAPPLICABLE THEN IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS
(OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


[signatures on next page]


 


11

















 


IN
WITNESS WHEREOF,
this Restated Security Agreement has been executed by the parties hereto as of
the day and year first above written.


 


	
  K-SEA TRANSPORTATION PARTNERS L.P., by its

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

  
	
  partner K-Sea General Partner GP LLC

  
	
   

  
	
   

  
	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  



 


 


 


	
  K-SEA OPERATING PARTNERSHIP L.P., by its general

  
	
  partner K-Sea OLP GP, LLC

  
	
   

  
	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  



 


 


	
  UNITED STATES OF AMERICA,

  
	
  Secretary of Transportation

  
	
  Maritime Administrator

  
	
   

  
	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
  Name: Secretary

  
	
   

  	
   

  	
  Title: Maritime Administration

  
	
   

  	
   

  	
   

  



 


 


 


 


 


12

















 


 


 


EXHIBITS TO THE RESTATED SECURITY AGREEMENT


 


	
  Exhibit 1

  	
   

  	
  —

  	
   

  	
  General Provisions
  Incorporated into the Restated 
  Security Agreement by Reference

  
	
  Schedule X

  	
   

  	
  —

  	
   

  	
  Schedule of Definitions

  
	
  Exhibit 2

  	
   

  	
  —

  	
   

  	
  Form of Assumption of
  Secretary’s Note

  
	
  Exhibit 3.1

  	
   

  	
  —

  	
   

  	
  Form of Assumption of
  Mortgage, Security Agreement and Secretary’s Note

  
	
  Exhibit 3.2

  	
   

  	
  —

  	
   

  	
  Form of Restated First
  Preferred Fleet Mortgage

  
	
  Exhibit 3.3

  	
   

  	
  —

  	
   

  	
  Form of Additional Mortgage

  
	
  Exhibit 4

  	
   

  	
  —

  	
   

  	
  Form of Restated Financial
  Agreement

  
	
  Exhibit 5

  	
   

  	
  —

  	
   

  	
  Form of Consent of Shipyard

  
	
  Exhibit 6

  	
   

  	
  —

  	
   

  	
  Copy of Construction Contract
  and Amendment No. 1

  
	
  Exhibit 7

  	
   

  	
  —

  	
   

  	
  Form of Assumption of
  Construction Contract

  
	
  Exhibit 8

  	
   

  	
  —

  	
   

  	
  Form of Assumption of
  Depository Agreement

  
	
  Exhibit 9

  	
   

  	
  —

  	
   

  	
  Form of Termination of
  Depository Agreement (Segregated Account)

  
	
  Exhibit 10

  	
   

  	
  —

  	
   

  	
  Form of Acknowledgement
  regarding Bareboat Charters

  



 


 


13

















 


 


TABLE A


The aggregate Actual Cost of the
Vessels as of the date hereof as determined by the Secretary, namely, (i) the
amounts paid by or for the account of K-Sea LP and the Shipowner as of the date
hereof for the Construction of the Vessels, plus (ii) the amount which K-Sea LP
and the Shipowner was on said date obligated under the Construction Contract or
otherwise to pay from time to time thereafter for the Construction of the
Vessels less the Depreciation of the Vessels as of the date hereof as
determined by the Secretary is [_______________________] United States Dollars
($[__________]), both calculated and itemized for each Vessel as follows:


DBL 101 (O.N. 1119760)


 


	
   

  	
   

  	
  Amount

  Paid

  	
   

  	
  Amount

  Obligated

  To Be Paid

  	
   

  	
  Total

  	
   

  
	
  Contract Price

  	
   

  	
  —

  	
   

  	
  [10,372,912]

  	
   

  	
  [10,372,912]

  	
   

  
	
  Changes and Extras

  	
   

  	
  —

  	
   

  	
  [250,000]

  	
   

  	
  [250,000]

  	
   

  
	
  Owner Furnished Items

  	
   

  	
  —

  	
   

  	
  [167,340]

  	
   

  	
  [167,340]

  	
   

  
	
  Engineering & Inspection

  	
   

  	
  —

  	
   

  	
  [87,500]

  	
   

  	
  [87,500]

  	
   

  
	
  Net Interest During Construction

  	
   

  	
  —

  	
   

  	
  [873,024]

  	
   

  	
  [873,024]

  	
   

  
	
  Estimated Escalation

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Estimated Guarantee Fee

  	
   

  	
  —

  	
   

  	
  [712,759]

  	
   

  	
  [712,759]

  	
   

  
	
  Total Actual Cost

  	
   

  	
  —

  	
   

  	
  [12,463,535]

  	
   

  	
  [12,463,535]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


14

















 


 DBL 81 (O.N. 1132231)


	
   

  	
   

  	
  Amount Paid

  	
   

  	
  Amount

  Obligated

  To Be Paid

  	
   

  	
  Total

  	
   

  
	
  Contract Price

  	
   

  	
  —

  	
   

  	
  [8,901,463]

  	
   

  	
  [8,901,463]

  	
   

  
	
  Changes and Extras

  	
   

  	
  —

  	
   

  	
  [250,000]

  	
   

  	
  [250,000]

  	
   

  
	
  Owner Furnished Items

  	
   

  	
  —

  	
   

  	
  [167,340]

  	
   

  	
  [167,340]

  	
   

  
	
  Engineering & Inspection

  	
   

  	
  —

  	
   

  	
  [87,500]

  	
   

  	
  [87,500]

  	
   

  
	
  Net Interest During Construction

  	
   

  	
  —

  	
   

  	
  [988,940]

  	
   

  	
  [988,940]

  	
   

  
	
  Estimated Escalation

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Estimated Guarantee Fee

  	
   

  	
  —

  	
   

  	
  [612,989]

  	
   

  	
  [612,989]

  	
   

  
	
  Total Actual Cost

  	
   

  	
  —

  	
   

  	
  [11,008,232]

  	
   

  	
  [11,008,232]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


 


 


 


15

















 


 


DBL 82 (O.N. 1137538)


 


	
   

  	
   

  	
  Amount

  Paid

  	
   

  	
  Amount

  Obligated

  To Be Paid

  	
   

  	
  Total

  	
   

  
	
  Contract Price

  	
   

  	
  —

  	
   

  	
  [8,696,712]

  	
   

  	
  [8,696,712]

  	
   

  
	
  Changes and Extras

  	
   

  	
  —

  	
   

  	
  [250,000]

  	
   

  	
  [250,000]

  	
   

  
	
  Owner Furnished Items

  	
   

  	
  —

  	
   

  	
  [171,524]

  	
   

  	
  [171,524]

  	
   

  
	
  Engineering & Inspection

  	
   

  	
  —

  	
   

  	
  [87,500]

  	
   

  	
  [87,500]

  	
   

  
	
  Net Interest During Construction

  	
   

  	
  —

  	
   

  	
  [934,282]

  	
   

  	
  [934,282]

  	
   

  
	
  Estimated Escalation

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Estimated Guarantee Fee

  	
   

  	
  —

  	
   

  	
  [575,943]

  	
   

  	
  [575,943]

  	
   

  
	
  Total Actual Cost

  	
   

  	
  —

  	
   

  	
  [10,715,961]

  	
   

  	
  [10,715,961]

  	
   

  



 


 


 


 


16

















 


 


 


Hull No. 422 (DBL 102)


	
   

  	
   

  	
  Amount

  Paid

  	
   

  	
  Amount

  Obligated

  To Be Paid

  	
   

  	
  Total

  	
   

  
	
  Contract Price

  	
   

  	
  —

  	
   

  	
  [10,168,161]

  	
   

  	
  [10,168,161]

  	
   

  
	
  Changes and Extras

  	
   

  	
  —

  	
   

  	
  [250,000]

  	
   

  	
  [250,000]

  	
   

  
	
  Owner Furnished Items

  	
   

  	
  —

  	
   

  	
  [171,524]

  	
   

  	
  [171,524]

  	
   

  
	
  Engineering & Inspection

  	
   

  	
  —

  	
   

  	
  [87,500]

  	
   

  	
  [87,500]

  	
   

  
	
  Net Interest During Construction

  	
   

  	
  —

  	
   

  	
  [731,573]

  	
   

  	
  [731,573]

  	
   

  
	
  Estimated Escalation

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  Estimated Guarantee Fee

  	
   

  	
  —

  	
   

  	
  [624,130]

  	
   

  	
  [624,130]

  	
   

  
	
  Total Actual Cost

  	
   

  	
  —

  	
   

  	
  [12,032,888]

  	
   

  	
  [12,032,888]

  	
   

  



 


 


17