Exhibit 10.2
AMENDMENT NO. 3
TO
LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 3 (this "Amendment"), dated as of April 3, 2006, 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.
BORROWER, THE LENDERS AND THE
ADMINISTRATIVE AGENT ARE PARTIES TO A LOAN AND SECURITY AGREEMENT, DATED AS OF
MARCH 24, 2005 (AS HERETOFORE AMENDED, AND AS IT MAY BE FURTHER 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.
BORROWER HAS REQUESTED THAT THE
ADMINISTRATIVE AGENT AND THE LENDERS CONSENT TO THE RELEASE BY THE COLLATERAL
TRUSTEE OF ITS LIEN ON CERTAIN POOL VESSELS IN CONNECTION WITH THE INCURRENCE BY
BORROWER OF CERTAIN INDEBTEDNESS TO BE SECURED BY A PREFERRED SHIP MORTGAGE ON
SUCH POOL VESSELS.
C.
BORROWER HAS ADVISED THE ADMINISTRATIVE
AGENT AND THE LENDERS THAT IT DESIRES TO AMEND THE LOAN AGREEMENT IN CERTAIN
RESPECTS, TO, AMONG OTHER THINGS, DECREASE THE AGGREGATE COMMITMENTS OF THE
LENDERS.
D.
THE ADMINISTRATIVE AGENT HAS ADVISED
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.
(A)
COMMITMENTS. FROM AND AFTER THE AMENDMENT
NO. 3 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 ATTACHED HERETO AS EXHIBIT A) 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 AMENDMENT NO. 2 EFFECTIVE DATE.
(B)
ADJUSTMENT OF OUTSTANDING LOANS. IF ANY
LOANS ARE OUTSTANDING UNDER THE LOAN AGREEMENT ON THE AMENDMENT NO. 3 EFFECTIVE
DATE, THE LENDERS SHALL ON THE AMENDMENT NO. 3 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 BORROWER FROM EACH LENDER UNDER THE LOAN
AGREEMENT (AS OF THE AMENDMENT NO. 3 EFFECTIVE DATE) ARE PROPORTIONATE TO THE
AGGREGATE AMOUNT OF ALL OF THE COMMITMENTS, AFTER GIVING EFFECT TO THE DECREASE
IN THE MAXIMUM AMOUNT AND DECREASE IN THE AMOUNT OF THE COMMITMENTS OF EACH OF
THE LENDERS. BORROWER AGREES AND CONSENTS TO THE TERMS OF THIS SECTION 1(B).
2.
RELEASE OF POOL VESSELS.
(A)
CONSENT TO