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.
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7.
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.]
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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., by its general partner K-Sea OLP
GP, LLC, as Borrower
By:
/s/ John J. Nicola
Name: John J. Nicola
Title: Chief Financial Officer
K-SEA OPERATING PARTNERSHIP AMENDMENT NO. 3 SIGNATURE PAGE
KEYBANK NATIONAL
ASSOCIATION, for itself as Lender, and
as Administrative Agent and as Collateral
Trustee
By:
/s/ Steven B. Vitale
Name: Steven B. Vitale
Title: Senior Vice President
LASALLE BANK NATIONAL
ASSOCIATION, as Syndication Agent and
Lender
By:
/s/ Kathleen L. Ross
Name: Kathleen L. Ross
Title: Senior Vice President
CITIZENS BANK OF PENNSYLVANIA
By:
/s/ Devon Starks
Name: Devon Starks
Title: Senior Vice President
WACHOVIA BANK, NATIONAL
ASSOCIATION
By:
/s/ Stephen Karp
Name: Stephen Karp
Title: Vice President
ACKNOWLEDGEMENT AND CONSENT
Each of the undersigned Guarantors hereby (1) consents to the execution and
delivery by Borrower of the foregoing Amendment No. 3; (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. 3; (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