Exhibit 10.2
AMENDMENT NO. 2
TO
LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 2 (this "Amendment"), dated as of November 29, 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.
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.
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.
C.
EACH OF THE LENDERS DESIRES TO INCREASE
ITS RESPECTIVE COMMITMENT IN ACCORDANCE WITH THE TERMS HEREOF AND BORROWER
DESIRES TO ACCEPT SUCH INCREASED COMMITMENTS.
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; ADDITIONAL
LENDER.
(A)
COMMITMENTS.
FROM AND AFTER THE AMENDMENT
NO. 2 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 D) 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. 1 EFFECTIVE DATE.
(B)
ADJUSTMENT OF OUTSTANDING LOANS.
IF ANY
LOANS ARE OUTSTANDING UNDER THE LOAN AGREEMENT ON THE AMENDMENT NO. 2 EFFECTIVE
DATE, THE LENDERS SHALL ON THE AMENDMENT NO. 2 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. 2 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.
Borrower agrees and consents to the terms
of this Section 1(b).
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:
"Amendment No. 2 Pool Vessels" means