Exhibit 10.2
AMENDMENT NO. 1
TO
LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 1 (this "Amendment"), dated as of October 18, 2005, by and among
K-SEA OPERATING PARTNERSHIP L.P. (the "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, and LASALLE BANK, NATIONAL
ASSOCIATION, as syndication agent.
RECITALS
A.
THE BORROWER, THE LENDERS AND THE
ADMINISTRATIVE AGENT ARE PARTIES TO A LOAN AND SECURITY AGREEMENT, DATED AS OF
MARCH 24, 2005 (AS IT MAY BE AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE
MODIFIED FROM TIME TO TIME, 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.
THE BORROWER AND K-SEA ARE PARTIES TO THE
MEMBERSHIP INTEREST PURCHASE AGREEMENT, DATED AUGUST 23, 2005 (THE "SEA COAST
PURCHASE AGREEMENT"), AMONG THE BORROWER, K-SEA, MARINE RESOURCES GROUP, INC.
("SEA COAST SELLER") AND SALTCHUK RESOURCES, INC., PURSUANT TO WHICH THE
BORROWER HAS AGREED TO PURCHASE ALL OF THE MEMBERSHIP INTERESTS IN SEA COAST
TRANSPORTATION LLC, A DELAWARE LIMITED LIABILITY COMPANY AND THE
SUCCESSOR-BY-MERGER TO SEA COAST TOWING, INC., A WASHINGTON CORPORATION AND A
WHOLLY-OWNED SUBSIDIARY OF SEA COAST SELLER, ON THE TERMS AND CONDITIONS SET
FORTH IN THE SEA COAST PURCHASE AGREEMENT, FOR AN AGGREGATE PURCHASE PRICE OF
$77,000,000 IN CASH AND 125,000 COMMON UNITS OF K-SEA, AS SUCH PURCHASE PRICE
MAY BE ADJUSTED PURSUANT TO THE TERMS OF THE SEA COAST PURCHASE AGREEMENT (THE
"PURCHASE PRICE").
SUCH ACQUISITION IS REFERRED TO HEREIN AS THE "SEA COAST
ACQUISITION".
C.
THE BORROWER HAS ADVISED THE
ADMINISTRATIVE AGENT AND THE LENDERS THAT IT DESIRES TO AMEND THE LOAN AGREEMENT
IN CERTAIN RESPECTS, TO, AMONG OTHER THINGS, INCREASE THE AGGREGATE COMMITMENTS
OF THE LENDERS.
D.
EACH OF THE LENDERS DESIRES TO INCREASE
ITS RESPECTIVE COMMITMENT IN ACCORDANCE WITH THE TERMS HEREOF AND THE BORROWER
DESIRES TO ACCEPT SUCH INCREASED COMMITMENTS.
E.
SIMULTANEOUSLY WITH THE EXECUTION AND
DELIVERY OF THIS AMENDMENT, WACHOVIA BANK, NATIONAL ASSOCIATION (THE "NEW
LENDER") HAS AGREED TO MAKE LOANS TO THE BORROWER AND THE BORROWER DESIRES TO
ACCEPT THE COMMITMENT OF THE NEW LENDER AND TO CAUSE THE NEW LENDER TO BE ADDED
AS A "LENDER" TO THE LOAN AGREEMENT AS AMENDED HEREBY, AND THE ADMINISTRATIVE
AGENT AND THE LENDERS ARE AGREEABLE TO THE ADDITION OF THE NEW LENDER.
F.
THE ADMINISTRATIVE AGENT HAS ADVISED THE
BORROWER THAT THE LENDERS 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 COMMITMENTS; ADDITIONAL
LENDER.
(A)
COMMITMENTS.
FROM AND AFTER THE AMENDMENT
NO. 1 EFFECTIVE DATE, THE COMMITMENT OF EACH LENDER SHALL BE THE AMOUNT SET
FORTH OPPOSITE SUCH LENDER'S NAME ON SCHEDULE 2.01 TO THE LOAN AGREEMENT (AS
AMENDED HEREBY AND