Exhibit 10.1
AMENDMENT NO. 5
TO
LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 5 (this "Amendment"), dated as of March 23, 2007, 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, LASALLE BANK, NATIONAL
ASSOCIATION, as syndication agent, and CITIZENS BANK OF PENNSYLVANIA, as
Documentation 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.
PURSUANT TO THE INCREASE SUPPLEMENT DATED AS OF FEBRUARY 28, 2007
AMONG THE BORROWER, CITIBANK, N.A., HSBC BANK USA, NATIONAL ASSOCIATION, AND THE
ADMINISTRATIVE AGENT, CITIBANK, N.A. AND HSBC BANK USA, NATIONAL ASSOCIATION
BECAME LENDERS.
C.
BORROWER HAS REQUESTED THAT THE ADMINISTRATIVE AGENT AND THE
LENDERS AMEND THE LOAN AGREEMENT IN CERTAIN RESPECTS.
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.
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. 5" means Amendment No. 5 to Loan and Security Agreement, dated as
of March 23, 2007, among Borrower, the Lenders party thereto and the
Administrative Agent.
"Amendment No. 5 Effective Date" means March 23, 2007.
(B)
AMENDMENTS TO DEFINITIONS.
SECTION 1.01 OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY DELETING THE DEFINITION OF "MAXIMUM AMOUNT" IN ITS ENTIRETY
AND SUBSTITUTING THE FOLLOWING THEREFOR:
"Maximum Amount" means, with respect to the Facility, One Hundred Million
Dollars ($100,000,000.00), as such amount may be increased in the aggregate in
accordance with Section 2.18 hereof or decreased in the aggregate in accordance
with Section 2.07.
(C)
INCREASE OF COMMITMENTS.
SECTION 2.18(A) OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY DELETING THE FIRST SENTENCE THEREOF IN ITS ENTIRETY AND
SUBSTITUTING THE FOLLOWING THEREFOR:
Provided that no Default or Event of Default has occurred and is continuing,
Borrower may, at any time and from time to time after the Amendment No. 5
Effective Date, provide a written request to the Administrative Agent to
increase the Commitments of the Facility by up to an aggregate maximum amount of
Fifty Million Dollars ($50,000,000.00).
(D)
DOCUMENTATION AGENT.
FROM AND AFTER THE AMENDMENT NO. 5 EFFECTIVE
DATE, CITIZENS BANK OF PENNSYLVANIA SHALL BE "DOCUMENTATION AGENT" UNDER THE
LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS AND SUBJECT TO THE BENEFITS