0001047469-03-037274 Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF K-SEA OPERATING PARTNERSHIP L.P.
K-Sea Tranportation Partners Lp • November 13th, 2003 • Water transportation • Delaware

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of K-SEA OPERATING PARTNERSHIP L.P., dated as of , 2003, 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.

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PARTICIPATION AND LOAN AND SECURITY AGREEMENT
Participation and Loan and Security Agreement • November 13th, 2003 • K-Sea Tranportation Partners Lp • Water transportation • New York

THIS PARTICIPATION AND LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of November __, 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”).

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