ATTACHED HERETO AS EXHIBIT E) UNDER THE CAPTION "COMMITMENT"
AS SUCH AMOUNT MAY BE INCREASED OR REDUCED PURSUANT TO THE TERMS OF THE LOAN
AGREEMENT, AND SUCH AMOUNT (IF CHANGED) SHALL SUPERSEDE AND BE DEEMED TO AMEND
THE AMOUNT OF SUCH LENDER'S COMMITMENT AS SET FORTH ON SCHEDULE 2.01 TO THE LOAN
AGREEMENT AS IN EFFECT ON THE EFFECTIVE DATE.
(B)
NEW LENDER.
THE NEW LENDER AGREES WITH THE
BORROWER, THE OTHER LENDERS AND THE ADMINISTRATIVE AGENT THAT (I) IT WILL ABIDE
BY THE TERMS OF THE LOAN AGREEMENT AS AMENDED HEREBY AS A "LENDER" THEREUNDER,
AND (II) THE LOAN AGREEMENT AS AMENDED HEREBY SHALL BE BINDING UPON, INURE TO
THE BENEFIT OF, AND BE ENFORCEABLE BY AND AGAINST IT.
THE BORROWER HEREBY
CONSENTS TO THE NEW LENDER BEING ADDED AS A "LENDER" UNDER THE LOAN AGREEMENT,
AS AMENDED HEREBY, EFFECTIVE AS OF THE AMENDMENT NO. 1 EFFECTIVE DATE.
(C)
ADJUSTMENT OF OUTSTANDING LOANS.
IF ANY
LOANS ARE OUTSTANDING UNDER THE LOAN AGREEMENT ON THE AMENDMENT NO. 1 EFFECTIVE
DATE, THE LENDERS SHALL ON THE AMENDMENT NO. 1 EFFECTIVE DATE, AT THE DIRECTION
OF THE ADMINISTRATIVE AGENT, MAKE APPROPRIATE ADJUSTMENTS AMONG THEMSELVES IN
ORDER TO INSURE THAT THE AMOUNT (AND TYPE) OF THE LOANS OUTSTANDING TO THE
BORROWER FROM EACH LENDER UNDER THE LOAN AGREEMENT (AS OF THE AMENDMENT NO. 1
EFFECTIVE DATE) ARE PROPORTIONATE TO THE AGGREGATE AMOUNT OF ALL OF THE
COMMITMENTS, AFTER GIVING EFFECT TO THE INCREASE IN THE MAXIMUM AMOUNT AND
INCREASE IN THE AMOUNT OF THE COMMITMENTS OF EACH OF THE LENDERS AND TO THE
ADDITIONAL COMMITMENT OF THE NEW LENDER.
BORROWER AGREES AND CONSENTS TO THE
TERMS OF THIS SECTION 1(C).
2.
AMENDMENTS TO LOAN AGREEMENT.
(A)
ADDITIONAL DEFINITIONS.
SECTION 1.01 OF
THE LOAN AGREEMENT IS HEREBY AMENDED BY ADDING THE FOLLOWING NEW DEFINITIONS IN
THE APPROPRIATE ALPHABETICAL ORDER:
"Additional Pool Vessels" means those vessels owned by Borrower identified on
Exhibit B to Amendment No. 1.
"Amendment No. 1" means Amendment No. 1 to Loan Agreement, dated as of
October 18, 2005, among Borrower, the Lenders party thereto and the
Administrative Agent.
"Amendment No. 1 Effective Date" means October 18, 2005.
2
"Excluded Subsidiaries" means, collectively, Inversiones Kara Sea Srl., K-Sea
Canada Holdings and K-Sea Canada Corp.
"Sea Coast Acquisition" has the meaning ascribed thereto in Amendment No. 1.
"Sea Coast Acquisition Documents" means the Sea Coast Purchase Agreement and the
instruments, agreements and documents executed and delivered in connection
therewith.
"Sea Coast Acquisition Transactions" means, collectively, (i) the issuance by
K-Sea of
common units and the receipt by K-Sea of not less than $33,000,000 in
proceeds therefrom, (ii) the merger of Sea Coast Towing with and into Sea Coast
LLC, with Sea Coast LLC as the surviving Person of such merger, (iii) the
purchase by Borrower of one hundred percent (100%) of the membership interest in
Sea Coast LLC and (iv) the distribution by Sea Coast Towing of the vessels
described in the Vessel Purchase Agreement dated October 18, 2005 between Sea