LIMITED LIABILITY COMPANY AGREEMENT OF MARY ANN HUDSON, LLCLimited Liability Company Agreement • March 31st, 2010 • United Maritime Group, LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Mary Ann Hudson, LLC, a Delaware limited liability company (the “Company”), has been executed as of February 6, 2008, by U.S. United Ocean Services, LLC, as the sole member of the Company (the “Managing Member”). The Managing Member and any other Members admitted from time to time in accordance with the terms hereof are individually referred to herein as a “Member” and collectively referred to herein as the “Members”.
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2011 • United Maritime Group, LLC • Water transportation • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 19th day of March 2010, by and between United Maritime Group, LLC (the “Company”), and John P. Binion (the “Employee”).
NON-INTERFERENCE AND SEVERANCE AGREEMENTNon-Interference and Severance Agreement • November 14th, 2011 • United Maritime Group, LLC • Water transportation • Florida
This NON-INTERFERENCE AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of this 9th day of August, 2011 (the “Effective Date”), by and between United Maritime Group, LLC (the “Company”), and David Bradford (the “Employee”), in connection with Employee’s employment with the Company as the Company’s Vice President, Finance.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between UNITED MARITIME GROUP, LLC and BULK HANDLING USA, INC. Dated as of May 10, 2012Membership Interest Purchase Agreement • May 11th, 2012 • United Maritime Group, LLC • Water transportation • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT is made and entered into and effective as of the 10th day of May, 2012 (this “Agreement”), by and between United Maritime Group, LLC, a Florida limited liability company (“Seller”), and Bulk Handling USA, Inc., a Delaware corporation (“Purchaser”).
A G R E E M E N TCertain • May 13th, 2010 • United Maritime Group, LLC • Water transportation • Florida
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • November 12th, 2010 • United Maritime Group, LLC • Water transportation • New York
This SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”), by and between United Maritime Group, LLC (formerly known as TECO Transport Corporation, the “Company”), and Timothy M. Bresnahan (“Employee”), is being offered to Employee on October 1, 2010 (the “Offer Date”).
CONTRACT OF AFFREIGHTMENTContract of Affreightment • March 31st, 2010 • United Maritime Group, LLC • Florida
WHEREAS, Shipper has phosphate rock mining operations in Florida (hereinafter sometimes “Shipper’s Operations”) and processing plants near Donaldsonville, Louisiana (“Faustina Plant”), and near Uncle Sam, Louisiana, (“Uncle Sam Plant”) (collectively “Shipper’s Plants”) which will necessitate transportation of Phosphate (as defined below) from Tampa, Florida to Shipper’s Plants by suitable marine equipment, and Shipper desires to have the quantities of phosphate rock transported primarily by self-unloading and, to a lesser extent, by non self-unloading vessels between those ports.
SEPARATION AGREEMENTSeparation Agreement • January 20th, 2012 • United Maritime Group, LLC • Water transportation
This is a SEPARATION AGREEMENT (the “Agreement”) effective December 31, 2011, between WALTER T. BROMFIELD (“Employee”), a Florida resident, and UNITED MARITIME GROUP, LLC (the “Company”), a Florida limited liability company, and for the limited purposes of agreeing to provisions in which it is referenced or makes an agreement, GS MARITIME HOLDING LLC, a Delaware limited liability company and indirect parent company of the Company (“Parent”).
PLEDGE AGREEMENTPledge Agreement • March 31st, 2010 • United Maritime Group, LLC • New York
This PLEDGE AGREEMENT, dated as of December 22, 2009 (as this agreement may be amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, this “Agreement”), is by and among each of the parties listed on Schedule I hereto (each such party together with any other Person that becomes a party hereto pursuant to Section 25 is referred to individually as a “Pledgor” and collectively as the “Pledgors”), and Wells Fargo Bank, National Association. (“Pledgee”), in its capacity as collateral agent under the Indenture and Security Agreement (in such capacity the “Collateral Agent”) on behalf of itself and the other Noteholder Secured Parties (as defined in the Indenture, as hereinafter defined).
EXCHANGE AGENT AND DEPOSITARY AGREEMENTExchange Agent and Depositary Agreement • May 13th, 2010 • United Maritime Group, LLC • Water transportation • New York
This Exchange Agent & Depositary Agreement (this “Agreement”) is entered into as of this ___day of ___2010 by and between United Maritime Group, LLC, a Florida limited liability company (the “Company”) and United Maritime Group Finance Corp., a Delaware corporation (“Finance Corp.,” and, together with the Company, the “Issuers”), and Wells Fargo Bank, National Association, a national banking association having a corporate trust office in Minneapolis, Minnesota (hereinafter referred to from time to time as “Wells Fargo”).
UNITED MARITIME GROUP, LLC U.S. UNITED BARGE LINE, LLC, U.S. UNITED OCEAN SERVICES, LLC, U.S. UNITED BULK TERMINAL, LLC, U.S. UNITED INLAND SERVICES, LLC, TINA LITRICO, LLC, MARY ANN HUDSON, LLC, SHEILA MCDEVITT, LLC, and MARIE FLOOD, LLC as Borrowers...Loan and Security Agreement • March 31st, 2010 • United Maritime Group, LLC • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 22, 2009, among UNITED MARITIME GROUP, LLC, a Florida limited liability company (“Group”), U.S. UNITED BARGE LINE, LLC, a Florida limited liability company (“Barge”), U.S. UNITED OCEAN SERVICES, LLC, a Florida limited liability company (“Ocean”), U.S. UNITED BULK TERMINAL, LLC, a Louisiana limited liability company (“Bulk”), U.S. UNITED INLAND SERVICES, LLC, a Delaware limited liability company (“Inland”), TINA LITRICO, LLC, a Delaware limited liability company (“Tina”), MARY ANN HUDSON, LLC, a Delaware limited liability company (“Mary Ann”), SHEILA MCDEVITT, LLC, a Delaware limited liability company (“Sheila”), MARIE FLOOD, LLC, a Delaware limited liability company (“Marie”, and together with Group, Barge, Ocean, Bulk, Inland, Tina, Mary Ann and Sheila, individually and collectively, jointly and severally, the “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collec
United Maritime Group, LLC United Maritime Group Finance Corp. 113/4% of Senior Secured Notes due 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2010 • United Maritime Group, LLC • New York
United Maritime Group, LLC, a Florida limited liability company (the “Company”), and United Maritime Group Finance Corp., a Delaware corporation (together with the Company, the “Co-Issuers”), are jointly issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated December 17, 2009 (the “Purchase Agreement”), by and among the Co-Issuers, the Initial Purchasers and the Subsidiary Guarantors (as defined below) named therein, $200,000,000 aggregate principal amount of 113/4% Senior Secured Notes due 2015 issued by the Co-Issuers (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Co-Issuers and the Subsidiary Guarantors party hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2010 • United Maritime Group, LLC • Water transportation
This Amendment (this “Amendment”) to the Employment Agreement (the “Employment Agreement”), dated [—], by and between United Maritime Group, LLC (formerly known as TECO Transport Corporation) (the “Company”), and [Employee] (the “Employee”) is entered into as of this [—], 2010, to be effective as of the date hereof.
PROFIT UNIT GRANT AGREEMENTProfit Unit Grant Agreement • March 30th, 2011 • United Maritime Group, LLC • Water transportation • New York
GS Maritime Holding LLC (the “Company”) hereby grants to Holder the number of Profit Units, which shall be either Time-Vested Profit Units or Performance-Vested Profit Units, as set forth below. The Profit Units are subject to all of the terms and conditions as set forth in this grant agreement (the “Grant Agreement”) as well as the terms and conditions of the Company’s Limited Liability Company Agreement, dated as of December 4, 2007, as amended, amended and restated, modified or supplemented from time to time (the “LLC Agreement”), which is incorporated herein in its entirety.
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2010 • United Maritime Group, LLC • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 24th day of July 2008, by and between United Maritime Group, LLC (the “Company”), Walter T. Bromfield (the “Employee”) and, solely for purposes of Section 4(d) hereof, Parent (as defined in Section 1(s) hereof).
INTERCREDITOR AGREEMENT among BANK OF AMERICA, N.A., in its capacity as Administrative Agent, Collateral Agent, and Security Trustee and WELLS FARGO BANK, NATIONAL ASSOCIATION in its capacity as Trustee, Collateral Agent and Security Trustee and GS...Intercreditor Agreement • March 31st, 2010 • United Maritime Group, LLC • New York
INTERCREDITOR AGREEMENT dated December 22, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Intercreditor Agreement”), by and among BANK OF AMERICA, N.A., as the administrative agent and the collateral agent and the security trustee for the benefit of itself and the other Revolving Facility Secured Parties defined below (in such capacities, the “Collateral Agent and Security Trustee”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee under the Indenture defined below (the “Trustee”) and as collateral agent and security trustee for the Noteholder Secured Parties defined below (in such capacity, the “Notes Collateral Agent and Security Trustee”), and acknowledged by UNITED MARITIME GROUP, LLC, a Florida limited liability company (“Holdings”), U.S. UNITED BARGE LINE, LLC, a Florida limited liability company (“Barge”), U.S. UNITED OCEAN SERVICES, LLC, a Florida limited liability company (“Ocea
JOINDER AGREEMENTJoinder Agreement • March 30th, 2011 • United Maritime Group, LLC • Water transportation • New York
THIS JOINDER AGREEMENT (this “Joinder Agreement”), dated as of this 19th day of March, 2010, by and between GS Maritime Holding LLC, a Delaware limited liability company (the “Company”), and John Patrick Binion, an individual (the “Joined Party”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the LLC Agreement (as hereinafter defined) or the Registration Rights Agreement (as hereinafter defined), as applicable.
GENERAL SECURITY AGREEMENTGeneral Security Agreement • March 31st, 2010 • United Maritime Group, LLC • New York
THIS SECURITY AGREEMENT, dated as of December 22, 2009 (as this agreement may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”), is by and among United Maritime Group, LLC, a Florida limited liability company (the “Company”), United Maritime Group Finance Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Finance Corp.”), the Guarantors (as defined in the Indenture (as defined below)) (the Company, Finance Corp. and the Guarantors each, a “Grantor”, and collectively, the “Grantors”), and Wells Fargo Bank, National Association, in its capacity as collateral agent (in such capacity, the “Collateral Agent”) and Security Trustee (in such capacity, the “Security Trustee”) for the benefit of itself and the other Noteholder Secured Parties.
AGREEMENT OF LEASEAgreement of Lease • March 31st, 2010 • United Maritime Group, LLC
If a change in zoning classification and/or resubdivision of Lessor’s property is necessary for Lessee’s Intended Use of the leased premises and if Lessee is not successful in having the change in zoning classification and/or the re-subdivision approved by the agencies having jurisdiction in the matter, Lessee shall have the right and option to cancel this lease, which cancellation shall become effective on the first day of the month following the month in which notice of cancellation is delivered by Lessee.
INDENTURE Dated as of December 22, 2009, by and among UNITED MARITIME GROUP, LLC and UNITED MARITIME GROUP FINANCE CORP. as Issuers, THE GUARANTORS NAMED HEREIN, as Guarantors, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee, Security Trustee...Indenture • March 31st, 2010 • United Maritime Group, LLC • New York
INDENTURE, dated as of December 22, 2009, by and among United Maritime Group, LLC, a Florida limited liability company (the “Company”), United Maritime Group Finance Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Finance Corp.,” and, together with the Company, the “Issuers”), the Guarantors (as herein defined) and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), security trustee (in such capacity, the “Security Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
United Maritime Group, LLC United Maritime Group Finance Corp. 113/4% Senior Secured Notes due 2015 PURCHASE AGREEMENTPurchase Agreement • March 31st, 2010 • United Maritime Group, LLC
JEFFERIES & COMPANY, INC. BANC OF AMERICA SECURITIES LLC WELLS FARGO SECURITIES, LLC As Representatives of the Initial Purchasers listed in Schedule I hereto c/o Jefferies & Company, Inc. 520 Madison Avenue New York, New York 10022
AGREEMENT OF LEASEAgreement of Lease • March 31st, 2010 • United Maritime Group, LLC • Louisiana
THIS AGREEMENT entered into as of the 1ST day of January, 1979, by and between: Chalin O. Perez, domiciled in Plaquemines Parish, Louisiana (hereinater referred to as “Lessor”) and ELECTRO-COAL TRANSFER CORPORATION, a corporation created under the laws of the State of Louisiana, whose address is Davant, Plaquemines Parish, Louisiana (hereinafter referred to as “Lessee”):
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2010 • United Maritime Group, LLC • New York
THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of february 11, 2010, among UNITED MARITIME GROUP, LLC, a Florida limited liability company (“Group”), U.S. UNITED BARGE LINE, LLC, a Florida limited liability company (“Barge”), U.S. UNITED OCEAN SERVICES, LLC, a Florida limited liability company (“Ocean”), U.S. UNITED BULK TERMINAL, LLC, a Louisiana limited liability company (“Bulk”), U.S. UNITED INLAND SERVICES, LLC, a Delaware limited liability company (“Inland”), TINA LITRICO, LLC, a Delaware limited liability company (“Tina”), MARY ANN HUDSON, LLC, a Delaware limited liability company (“Mary Ann”), SHEILA MCDEVITT, LLC, a Delaware limited liability company (“Sheila”), MARIE FLOOD, LLC, a Delaware limited liability company (“Marie”, and together with Group, Barge, Ocean, Bulk, Inland, Tina, Mary Ann and Sheila, individually and collectively, jointly and severally, the “Borrowers”), the financial institutions party to this Agreement from time to time
AMENDED AND RESTATED OPERATING AGREEMENT FOROperating Agreement • March 31st, 2010 • United Maritime Group, LLC • Louisiana
This Amended and Restated Operating Agreement (this “Agreement”) of U.S. United Bulk Terminal, LLC, a Louisiana limited liability company (the “Company”), has been executed as of November 30, 2007, by United Maritime Group, LLC, as the sole member of the Company (the “Managing Member”), and the Company. The Managing Member and any other Members admitted from time to time in accordance with the terms hereof are individually referred to herein as a “Member” and collectively referred to herein as the “Members”.
