LOAN AGREEMENT
AND THE OTHER LOAN
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DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR TERMS
AND ARE HEREBY RATIFIED AND CONFIRMED.
THE EXECUTION, DELIVERY AND
EFFECTIVENESS OF THIS AMENDMENT SHALL NOT OPERATE AS A WAIVER OF ANY EXISTING OR
FUTURE DEFAULT OR EVENT OF DEFAULT, WHETHER KNOWN OR UNKNOWN OR ANY RIGHT, POWER
OR REMEDY OF THE ADMINISTRATIVE AGENT OR THE LENDERS UNDER THE LOAN AGREEMENT,
NOR CONSTITUTE A WAIVER OF ANY PROVISION OF THE LOAN AGREEMENT, EXCEPT AS
SPECIFICALLY SET FORTH HEREIN.
(B)
BORROWER HEREBY (I) REAFFIRMS ALL OF ITS AGREEMENTS AND
OBLIGATIONS UNDER THE LOAN DOCUMENTS, (II) REAFFIRMS THAT ALL OBLIGATIONS OF
BORROWER UNDER OR 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.
5.
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
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: Director
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
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