BACKGROUNDEmployment Agreement • February 23rd, 2004 • K-Sea Transportation Partners Lp • Water transportation • New York
RECITALSSecurity Agreement • February 23rd, 2004 • K-Sea Transportation Partners Lp • Water transportation • New York
AMENDMENT #1K-Sea Tranportation Partners Lp • July 16th, 2003
ARTICLE I DEFINITIONS.......................................................... ............... 2 1.1. Definitions............................................. ............................ 2 1.2. Terms...Limited Liability Company Agreement • February 23rd, 2004 • K-Sea Transportation Partners Lp • Water transportation • Delaware
LEASELease • July 16th, 2003 • K-Sea Tranportation Partners Lp • New York
BACKGROUNDEmployment Agreement • February 23rd, 2004 • K-Sea Transportation Partners Lp • Water transportation • New York
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF K-SEA TRANSPORTATION PARTNERS L.P.K-Sea Transportation Partners Lp • May 5th, 2006 • Water transportation • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF K-SEA TRANSPORTATION PARTNERS L.P. dated as of May 1, 2006, is entered into by and among K-Sea General Partner L.P., a Delaware limited partnership, as the General Partner, together with any other Persons who are now or who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Exhibit 10.14 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made as of January 8, 2004 by and among K-Sea General Partner GP, LLC, a Delaware limited liability company (the "Company"), K-Sea General Partner, L.P., a...Indemnification Agreement • February 23rd, 2004 • K-Sea Transportation Partners Lp • Water transportation • Delaware
Exhibit 3.4 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPK-Sea Transportation Partners Lp • February 23rd, 2004 • Water transportation • Delaware
AGREEMENT OF LIMITED PARTNERSHIP OF K-SEA GENERAL PARTNER L.P.K-Sea Tranportation Partners Lp • August 29th, 2003 • Water transportation • Delaware
EXECUTION VERSION VESSEL CONSTRUCTION AGREEMENTConstruction Agreement • July 16th, 2003 • K-Sea Tranportation Partners Lp • Louisiana
SECURITY AGREEMENTSecurity Agreement • July 16th, 2003 • K-Sea Tranportation Partners Lp • New York
SUPPORT AGREEMENTSupport Agreement • March 14th, 2011 • K-Sea Transportation Partners Lp • Water transportation • Delaware
This SUPPORT AGREEMENT, dated as of [·], 2011 (this “Agreement”), is by and among Kirby Corporation, a Nevada corporation (“Parent”), KSP Holding Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Holding Sub”), KSP LP Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“LP Sub”), KSP Merger Sub, LLC, a Delaware limited liability company wholly owned by Holding Sub and LP Sub (“Merger Sub,” and together with Parent, Holding Sub and LP Sub, the “Parent Parties”), and [·], a [·] [·] (the “Covenanting Unitholder”).
RECITALSFund and Financial Agreement • February 23rd, 2004 • K-Sea Transportation Partners Lp • Water transportation • District of Columbia
RECITALS:K-Sea Transportation Partners Lp • February 23rd, 2004 • Water transportation • New York
2,900,000 Common Units K-SEA TRANSPORTATION PARTNERS L.P. Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2009 • K-Sea Transportation Partners Lp • Water transportation • New York
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF K-SEA OPERATING PARTNERSHIP L.P.K-Sea Tranportation Partners Lp • January 5th, 2004 • Water transportation • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of K-SEA OPERATING PARTNERSHIP L.P., dated as of , 2004, is entered into by and between K-Sea OLP GP, LLC, a Delaware limited liability company, as the General Partner, and K-Sea Transportation Partners L.P., a Delaware limited partnership, as the Limited Partner, together with any other Persons who hereafter become Partners in the Partnership or parties hereto as provided herein.
K-SEA TRANSPORTATION PARTNERS L.P. LONG-TERM INCENTIVE PLAN EMPLOYEE PHANTOM UNIT AWARD AGREEMENTEmployee Phantom Unit Award Agreement • December 20th, 2010 • K-Sea Transportation Partners Lp • Water transportation • Delaware
THIS AGREEMENT (“Agreement”), effective as of the [ ] day of [ ], 2010 (the “Grant Date”), evidences an award by K-Sea General Partner GP LLC, a Delaware limited liability company (the “Company”) and general partner of the general partner of K-Sea Transportation Partners L.P., a Delaware limited partnership (the “Partnership”), to [ ] (the “Grantee”) pursuant to the Amended and Restated K-Sea Transportation Partners L.P. Long-Term Incentive Plan (the “Plan”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Plan.
LOAN AND SECURITY AGREEMENT dated as of March 24, 2005 by and betweenLoan and Security Agreement • March 30th, 2005 • K-Sea Transportation Partners Lp • Water transportation • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of March 24, 2005, by and between THE CIT GROUP/EQUIPMENT FINANCING, INC., a Delaware corporation, as lender (“Lender”), and K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership, as borrower, with a principal place of business at 3245 Richmond Terrace, Staten Island, New York 10303 (“Borrower”). In consideration of the mutual agreements contained herein, the parties hereto agree as follows:
PARTICIPATION AND LOAN AND SECURITY AGREEMENTParticipation and Loan and Security Agreement • January 5th, 2004 • K-Sea Tranportation Partners Lp • Water transportation • New York
THIS PARTICIPATION AND LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of December , 2003, among K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“Borrower”); KEYBANK N.A., a national banking association (“KeyBank”), for itself as Lender, and as administrative agent for Lenders (in such capacity, “Administrative Agent”); and THE CIT GROUP/EQUIPMENT FINANCING, INC., a Delaware corporation (“CIT”), for itself as Lender, and as collateral agent for Lenders (in such capacity, “Collateral Agent”).
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT among K-SEA INVESTORS L.P., K-SEA TRANSPORTATION LLC, EW HOLDING CORP., K-SEA TRANSPORTATION CORP., K-SEA TRANSPORTATION PARTNERS L.P. and K-SEA OPERATING PARTNERSHIP L.P.Conveyance and Assumption Agreement • January 5th, 2004 • K-Sea Tranportation Partners Lp • Water transportation • New York
THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this "Agreement") is entered into on, and effective as of, January , 2004 ("Closing Date") (as hereinafter defined) by and among K-Sea Investors L.P., a Delaware limited partnership ("K-Sea Investors"), K-Sea Transportation LLC, a Delaware limited liability company and majority owned subsidiary of K-Sea Investors ("KST LLC"), EW Holding Corp., a New York corporation and wholly owned subsidiary of KSA (as defined below) ("EWH"), K-Sea Transportation Corp., a New York corporation and wholly owned subsidiary of EWH ("K-Sea Corp" and, together with KST LLC, EWH and K-Sea Acquisition Corp., a Delaware corporation and wholly owned subsidiary of KST LLC ("KSA"), the "K-Sea Group"), K-Sea Transportation Partners L.P., a Delaware limited partnership (the "Partnership"), and K-Sea Operating Partnership L.P., a Delaware limited partnership and wholly owned indirect subsidiary of the Partnership (the "Operating Partnership").
FORM OF RESTATED TITLE XI RESERVE FUND AND FINANCIAL AGREEMENTFund and Financial Agreement • January 5th, 2004 • K-Sea Tranportation Partners Lp • Water transportation • District of Columbia
THIS RESTATED TITLE XI RESERVE FUND AND FINANCIAL AGREEMENT, dated as of and effective as of January , 2004 (this "Financial Agreement"), among K-SEA TRANSPORTATION PARTNERS L.P., a Delaware limited partnership ("K-Sea LP"), K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership ("K-Sea OLP", and collectively with K-Sea LP, the "Partnerships" and each a "Partnership"), K-SEA TRANSPORTATION INC., a Delaware corporation, and the UNITED STATES OF AMERICA (the "United States"), represented by the Secretary of Transportation, acting by and through the Maritime Administrator (the "Secretary"), pursuant to Title XI of the Merchant Marine Act, 1936, as amended (the "Act").
AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 13, 2011 BY AND AMONG KIRBY CORPORATION, KSP MERGER SUB, LLC, KSP HOLDING SUB, LLC, KSP LP SUB, LLC, K-SEA TRANSPORTATION PARTNERS L.P., K-SEA GENERAL PARTNER L.P., K-SEA IDR HOLDINGS LLC AND K-SEA...Agreement and Plan of Merger • March 14th, 2011 • K-Sea Transportation Partners Lp • Water transportation • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 13, 2011 (this “Agreement”), is by and among Kirby Corporation, a Nevada corporation (“Parent”), KSP Holding Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Holding Sub”), KSP LP Sub, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“LP Sub”), KSP Merger Sub, LLC, a Delaware limited liability company wholly owned by Holding Sub and LP Sub (“Merger Sub,” and together with Parent, Holding Sub and LP Sub, the “Parent Parties”), K-Sea Transportation Partners L.P., a Delaware limited partnership (the “Company”), K-Sea General Partner L.P., a Delaware limited partnership that is the sole general partner of the Company (“Company General Partner”), K-Sea IDR Holdings LLC, a Delaware limited liability company (“IDR Holdings”), and K-Sea General Partner GP LLC, a Delaware limited liability company that is the sole general partner of Company General Partner (“M
AMENDMENT NO. 2 TO PARTICIPATION AND LOAN AND SECURITY AGREEMENTParticipation and Loan and Security Agreement • September 27th, 2004 • K-Sea Transportation Partners Lp • Water transportation
THIS AMENDMENT NO. 2, dated as of August 11, 2004 ("Amendment No. 2"), to the Participation and Loan and Security Agreement entered into as of January 14, 2004 as amended by an Amendment No. 1 thereto dated January 29, 2004 (as so amended, the "Original Loan Agreement"), by and among THE CIT GROUP/EQUIPMENT FINANCING, INC., a Delaware corporation ("CIT"), for itself as Lender and as Collateral Agent for Lenders, KEYBANK N.A., a national banking association ("KeyBank," and together with CIT, the "Lenders"), for itself as lender and as Administrative Agent for Lenders, and K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership ("Borrower"), as borrower, with its principal place of business at 3245 Richmond Terrace, Staten Island, New York 10303-0003. In consideration of the mutual agreements contained herein, the parties hereto agree as follows:
FORM OF AMENDMENT NO. 1 TO COMMITMENT TO GUARANTEE OBLIGATIONSK-Sea Tranportation Partners Lp • January 5th, 2004 • Water transportation • New York
THIS AMENDMENT NO. 1 TO COMMITMENT TO GUARANTEE OBLIGATIONS, dated as of January , 2004 (this “Amendment”) made and entered into by the UNITED STATES OF AMERICA (the “United States”), represented by the SECRETARY OF TRANSPORTATION, acting by and through the MARITIME ADMINISTRATOR (the “Secretary”), and accepted on said date by K-SEA TRANSPORTATION PARTNERS L.P., a Delaware limited partnership (“K-Sea LP” or “Parent Company”), and K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership (“K-Sea OLP” or the “Shipowner”). Except to the extent otherwise expressly defined herein, capitalized terms have the meanings set forth in Schedule X to the Restated Security Agreement, Contract No. MA-13781 (the “Restated Security Agreement”), dated as of the date hereof, by and among K-Sea LP, K-Sea OLP and the Secretary.
COMMON UNIT PURCHASE AGREEMENT by and between K-SEA TRANSPORTATION PARTNERS L.P. and TORTOISE ENERGY INFRASTRUCTURE CORPORATIONCommon Unit Purchase Agreement • June 7th, 2005 • K-Sea Transportation Partners Lp • Water transportation • Delaware
This COMMON UNIT PURCHASE AGREEMENT, dated as of June 1, 2005 (this “Agreement”), is by and between K-SEA TRANSPORTATION PARTNERS L.P., a Delaware limited partnership (“K-Sea”), and TORTOISE ENERGY INFRASTRUCTURE CORPORATION, a Maryland closed-end management investment company (“Purchaser”).
EMPLOYMENT AND RETIREMENT AGREEMENTEmployment and Retirement Agreement • November 25th, 2008 • K-Sea Transportation Partners Lp • Water transportation • Delaware
THIS EMPLOYMENT AND RETIREMENT AGREEMENT (this “Agreement”) is effective as of the 28th day of November, 2008, by and between K-SEA TRANSPORTATION, INC. a Delaware corporation (the “Company”), and John Nicola (“Executive”).
FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF K-SEA GENERAL PARTNER GP LLC Dated as of January , 2004Limited Liability Company Agreement • January 5th, 2004 • K-Sea Tranportation Partners Lp • Water transportation • Delaware
THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of K-Sea General Partner GP LLC, a Delaware limited liability company (the "Company"), dated as of January , 2004, is adopted, executed and agreed to, for good and valuable consideration, by New K-Sea Transportation LLC, a Delaware limited liability company and the sole member of the Company ("New K-Sea LLC"). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in Article I below.
AMENDMENT NO. 3 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 9th, 2010 • K-Sea Transportation Partners Lp • Water transportation • New York
AMENDMENT NO. 3 (this “Amendment”), dated as of December 23, 2009, by and among K-SEA OPERATING PARTNERSHIP L.P. (“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, BANK OF AMERICA, N.A. (successor to LaSalle Bank, National Association) and CITIBANK, N.A., as Co-Syndication Agents, and CITIZENS BANK OF PENNSYLVANIA and HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agents.
Exhibit 3.6 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF K-SEA GENERAL PARTNER L.P. DATED AS OF JANUARY 14, 2004 THE SECURITIES ISSUED BY K-SEA GENERAL PARTNER L.P. (INCLUDING, WITHOUT LIMITATION, THE SECURITIES DISTRIBUTED BY NEW...Conveyance and Assumption Agreement • February 23rd, 2004 • K-Sea Transportation Partners Lp • Water transportation • Delaware
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 5th, 2004 • K-Sea Tranportation Partners Lp • Water transportation • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2004 by and among K-Sea General Partner GP, LLC, a Delaware limited liability company (the “Company”), K-Sea General Partner, L.P., a Delaware limited partnership (the “General Partner”), K-Sea Transportation Partners L.P., a Delaware limited partnership (the “Partnership”), and (“Indemnitee”).
AMENDMENT NO. 1 TO VESSEL CONSTRUCTION AGREEMENT OF MARCH 23, 2001K-Sea Tranportation Partners Lp • October 9th, 2003 • Water transportation
Except as amended by this Amendment No. 1 to Vessel Construction Agreement of March 23, 2001, all of the provisions of the original Vessel Construction Agreement of March 23, 2001 shall remain in full force and effect.
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 27th, 2004 • K-Sea Transportation Partners Lp • Water transportation
THIS AMENDMENT NO. 1 to the Loan and Security Agreement entered into as of January 29, 2004 (as amended prior to the date hereof "the Original Agreement"), between K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership ("Borrower"), and THE CIT GROUP/EQUIPMENT FINANCING, INC., a Delaware corporation ("CIT"), as Lender.
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG K-SEA OPERATING PARTNERSHIP L.P., K-SEA TRANSPORTATION PARTNERS L.P. MARINE RESOURCES GROUP, INC. AND SALTCHUK RESOURCES, INC. DATED AUGUST 23, 2005Membership Interest Purchase Agreement • August 23rd, 2005 • K-Sea Transportation Partners Lp • Water transportation • New York
This Membership Interest Purchase Agreement (“Agreement”), dated August 23, 2005, is among K-Sea Operating Partnership L.P., a Delaware limited partnership (“Buyer”), K-Sea Transportation Partners L.P., a Delaware limited partnership (the “Partnership”), Marine Resources Group, Inc., a Washington corporation (“Seller”), and, for certain provisions of this Agreement, Saltchuk Resources, Inc., a Washington corporation (“Saltchuk”).
PARTICIPATION AND LOAN AND SECURITY AGREEMENT dated as of January 14, 2004Participation and Loan and Security Agreement • February 23rd, 2004 • K-Sea Transportation Partners Lp • Water transportation • New York
