CONTRIBUTION AGREEMENT By and Among KSP INVESTORS A L.P., KSP INVESTORS B L.P., KSP INVESTORS C L.P., THE INDIVIDUALS NAMED ON SCHEDULE I HERETO, TIMOTHY J. CASEY, JAMES J. DOWLING, BRIAN P. FRIEDMAN, EW TRANSPORTATION LLC, K-SEA GP HOLDINGS LP and EW...Contribution Agreement • July 3rd, 2008 • K-Sea GP Holdings LP • Water transportation • Delaware
This Contribution Agreement, dated as of [ ], 2008 (this “Contribution Agreement”), is by and among KSP Investors A L.P., a Delaware limited partnership (“A LP”), KSP Investors B L.P., a Delaware limited partnership (“B LP”), KSP Investors C L.P., a Delaware limited partnership (“C LP” and, together with A LP and B LP, the “Investors”), the individuals listed on Schedule I hereto (collectively, the “Executives” and, together with the Investors, the “Contributing Parties”), Timothy J. Casey (“Casey”), James J. Dowling (“Dowling”), Brian P. Friedman (“Friedman”), EW Transportation LLC, a Delaware limited liability company (“EW LLC”), K-Sea GP Holdings LP, a Delaware limited partnership (“Holdings”), and EW MergerCo LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“MergerCo”). The above-named entities are sometimes referred to in this Contribution Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the
BUSINESS OPPORTUNITY AGREEMENTBusiness Opportunity Agreement • July 3rd, 2008 • K-Sea GP Holdings LP • Water transportation
THIS BUSINESS OPPORTUNITY AGREEMENT (this “Agreement”) is entered into this [ ] day of [ ], 2008, by and among K-Sea GP Holdings LP, a Delaware limited partnership (“Holdings”), K-Sea Transportation Partners L.P., a Delaware limited partnership (the “MLP”), and K-Sea General Partner GP LLC, a Delaware limited liability company and general partner of the MLP (“MLP GP,” and together with the MLP and their respective Subsidiaries, the “Partnership Parties”).
ADMINISTRATIVE SERVICES AGREEMENT AMONG K-SEA GP LLC, K-SEA GP HOLDINGS LP AND K-SEA TRANSPORTATION INC.Administrative Services Agreement • July 3rd, 2008 • K-Sea GP Holdings LP • Water transportation • Delaware
THIS ADMINISTRATIVE SERVICES AGREEMENT is entered into on , 2008 among K-Sea GP LLC, a Delaware limited liability company (the “General Partner”), K-Sea GP Holdings LP, a Delaware limited partnership (the “Partnership”), and K-Sea Transportation Inc., a Delaware corporation (“KTI” and collectively with the General Partner and the Partnership, the “Parties” and each, a “Party”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF K-SEA GP LLC Dated as of [ ], 2008Limited Liability Company Agreement • July 3rd, 2008 • K-Sea GP Holdings LP • Water transportation • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of K-Sea GP LLC (the “Company”), dated the date of the Initial Public Offering, is adopted, executed and agreed to, for good and valuable consideration, by Timothy J. Casey (“Casey”), James J. Dowling (“Dowling”) and Brian P. Friedman (“Friedman”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 3rd, 2008 • K-Sea GP Holdings LP • Water transportation • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2008 by and among K-Sea GP LLC, a Delaware limited liability company (the “Company”), K-Sea GP Holdings LP, a Delaware limited partnership (the “Partnership”), and (“Indemnitee”).
