0001104659-06-006450 Sample Contracts

LOAN AGREEMENT
Security Agreement • February 7th, 2006 • K-Sea Transportation Partners Lp • Water transportation • Ontario

This LOAN AGREEMENT (this “Agreement”), is made as of December 19, 2005, by and between K-SEA CANADA CORP., a Nova Scotia unlimited liability company (the “Borrower”), and CITIZENS LEASING CORPORATION, d/b/a CITIZENS ASSET FINANCE, a Rhode Island corporation, (the “Lender”).

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AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 7th, 2006 • K-Sea Transportation Partners Lp • Water transportation • New York

AMENDMENT NO. 2 (this “Amendment”), dated as of November 29, 2005, 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, and LASALLE BANK, NATIONAL ASSOCIATION, as syndication agent.

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