Form Of Contribution, Conveyance And Assumption Agreement Sample Contracts

Noble Midstream Partners LP – Form of Contribution, Conveyance and Assumption Agreement (September 6th, 2016)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [ ], 2016 (this Agreement), is by and among NOBLE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the Partnership), NOBLE MIDSTREAM GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), NOBLE ENERGY, INC., a Delaware corporation (Noble), NOBLE MIDSTREAM SERVICES, LLC, a Delaware limited liability company (Opco), NBL MIDSTREAM, LLC, a Delaware limited liability company (NBL Midstream), NBL MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company (NBL Midstream Holdings), COLORADO RIVER DEVCO GP LLC, a Delaware limited liability company (Colorado River GP), GREEN RIVER DEVCO GP LLC, a Delaware limited liability company (Green River GP), GUNNISON RIVER DEVCO GP LLC, a Delaware limited liability company (Gunnison River GP), LARAMIE RIVER DEVCO GP LLC, a Delaware limited liability company (Laramie River GP), SAN JUAN RIVER DEVCO GP LLC, a Delawa

Noble Midstream Partners LP – Form of Contribution, Conveyance and Assumption Agreement (July 22nd, 2016)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [ ], 2016 (this Agreement), is by and among NOBLE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the Partnership), NOBLE MIDSTREAM GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), NOBLE ENERGY, INC., a Delaware corporation (Noble), NOBLE MIDSTREAM SERVICES, LLC, a Delaware limited liability company (Opco), NBL MIDSTREAM, LLC, a Delaware limited liability company (NBL Midstream), NBL MIDSTREAM HOLDINGS, LLC, a Delaware limited liability company (NBL Midstream Holdings), COLORADO RIVER DEVCO GP LLC, a Delaware limited liability company (Colorado River GP), GREEN RIVER DEVCO GP LLC, a Delaware limited liability company (Green River GP), SAN JUAN RIVER DEVCO GP LLC, a Delaware limited liability company (San Juan River GP), BLANCO RIVER DEVCO LP, a Delaware limited partnership (Blanco River LP) and BLANCO RIVER DEVCO GP LLC, a Delaware

Noble Midstream Partners LP – Form of Contribution, Conveyance and Assumption Agreement (November 6th, 2015)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [*], 2015 (this Agreement), is by and among NOBLE MIDSTREAM PARTNERS LP, a Delaware limited partnership (the Partnership), NOBLE MIDSTREAM GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), NOBLE ENERGY, INC., a Delaware corporation (Noble), NOBLE MIDSTREAM SERVICES, LLC, a Delaware limited liability company (Opco), NBL MIDSTREAM, LLC, a Delaware limited liability company (NBL Midstream), COLORADO RIVER DEVCO LP, a Delaware limited partnership (Colorado River LP), GREEN RIVER DEVCO LP, a Delaware limited partnership (Green River LP), GUNNISON RIVER DEVCO LP, a Delaware limited partnership (Gunnison River LP), LARAMIE RIVER DEVCO LP, a Delaware limited partnership (Laramie River LP), and SAN JUAN RIVER DEVCO LP, a Delaware limited partnership (San Juan River LP), COLORADO RIVER DEVCO GP LLC, a Delaware limited liability company (Colorado River GP), GREEN RIVER

Columbia Pipeline Partners LP – Form of Contribution, Conveyance and Assumption Agreement (December 12th, 2014)

This Contribution, Conveyance and Assumption Agreement, dated as of , 2015 (this Agreement), is by and among NiSource Inc., a Delaware corporation (NiSource), NiSource Finance Corp., a Delaware corporation (NiSource Finance), Columbia Pipeline Group, Inc., a Delaware corporation (HoldCo), Columbia Energy Group, a Delaware corporation (CEG), Columbia Gas Transmission, LLC, a Delaware limited liability company (Columbia Gas Transmission), Columbia Gulf Transmission, LLC, a Delaware limited liability company (Columbia Gulf), Columbia Hardy Holdings, LLC, a Delaware limited liability company (Hardy Storage HoldCo), Columbia Hardy Corporation, a Delaware corporation (Columbia Hardy), Columbia Pipeline Partners LP, a Delaware limited partnership (the Partnership), CPP GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), CPG OpCo LP, a Delaware limited partnership (OpCo) and CPG OpCo GP LLC, a Delaware limited liability com

VTTI Energy Partners LP – Form of CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (July 3rd, 2014)

This Contribution, Conveyance and Assumption Agreement, dated as of , 2014 (this Agreement), is by and among VTTI B.V., a company incorporated in the Netherlands (VTTI), VTTI MLP Partners B.V., a company incorporated in the Netherlands (the Selling Unitholder), VTTI Energy Partners LP, a Marshall Islands limited partnership (the Partnership), VTTI Energy Partners GP LLC, a Marshall Islands limited liability company and the general partner (the General Partner) of the Partnership, VTTI MLP Holdings Ltd, a company incorporated in the United Kingdom (VTTI Holdings), and VTTI MLP B.V., a company incorporated in the Netherlands (VTTI Operating). VTTI, the Selling Unitholder, the Partnership, the General Partner, VTTI Holdings and VTTI Operating may be referred to collectively as the Parties or individually as a Party. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

VTTI Energy Partners LP – Form of CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (June 19th, 2014)

This Contribution, Conveyance and Assumption Agreement, dated as of , 2014 (this Agreement), is by and among VTTI B.V., a company incorporated in the Netherlands (VTTI), VTTI MLP Partners B.V., a company incorporated in the Netherlands (the Selling Unitholder), VTTI Energy Partners LP, a Marshall Islands limited partnership (the Partnership), VTTI Energy Partners GP LLC, a Marshall Islands limited liability company and the general partner (the General Partner) of the Partnership, VTTI MLP Holdings Ltd, a company incorporated in the United Kingdom (VTTI Holdings), and VTTI MLP B.V., a company incorporated in the Netherlands (VTTI Operating). VTTI, the Selling Unitholder, the Partnership, the General Partner, VTTI Holdings and VTTI Operating may be referred to collectively as the Parties or individually as a Party. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

OCI Partners LP – Form of Contribution, Conveyance and Assumption Agreement (September 9th, 2013)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [ ], 2013 (this Agreement), is by and among OCI Partners LP, a Delaware limited partnership (the Partnership), OCI GP LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), OCI USA INC., a Delaware corporation (OCI USA), and OCI Beaumont LLC, a Texas limited liability company (the Operating Company) (each, a Party and, collectively, the Parties).

Emerge Energy Services Lp Commo – Contribution, Conveyance and Assumption Agreement (April 30th, 2013)

This Contribution, Conveyance and Assumption Agreement, dated as of [ ], 2013 (this Agreement), is by and among Emerge Energy Services LP, a Delaware limited partnership (the Partnership), Emerge Energy Services GP, LLC, a Delaware limited liability company (the General Partner), AEC Holdings LLC, a Delaware limited liability company (AEC), Direct Fuels Partners, L.P., a Delaware limited partnership (DF), Superior Silica Holdings LLC, a Delaware limited liability company (SSH, and, together with AEC and DF, the Ownership Group), Emerge Energy Services Operating, a Delaware limited liability company (OLLC), Superior Silica Resources, a Delaware limited liability company (SSR), Direct Fuels Holdings, LP, a Delaware limited liability partnership (DF GP), New Insight Equity Acquisition Partners, LP, a Delaware limited partnership (New Insight Equity), the Insight Equity Group (hereinafter defined), and Ted W. Beneski. The above-named entities are sometimes referred to in th

New Source Energy Partners L.P – Form of Contribution, Conveyance and Assumption Agreement Among New Source Energy Corporation, New Source Energy Gp, Llc, and New Source Energy Partners L.P. (January 25th, 2013)

This Contribution, Conveyance and Assumption Agreement (this Agreement), dated as of , 2013, is entered into by and among New Source Energy Corporation, a Delaware corporation (New Source Energy); New Source Energy Partners, L.P. (the Partnership), a Delaware limited partnership; and New Source Energy GP, LLC (the General Partner), a Delaware limited liability company. The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meaning assigned to such terms in Article I.

Alon USA Partners Lp – Form of Contribution, Conveyance and Assumption Agreement (October 31st, 2012)

This Contribution, Conveyance and Assumption Agreement, dated as of , 2012 (this Agreement), is by and among Alon USA Partners, LP, a Delaware limited partnership (the Partnership), Alon USA Partners GP, LLC, a Delaware limited liability company (the General Partner), Alon Assets, Inc., a Delaware corporation (Alon Assets), Alon USA Energy, Inc., a Delaware corporation (Alon Energy), Alon USA Refining, LLC, a Delaware limited liability company, Alon USA Operating, Inc., a Delaware corporation (Alon Operating), Alon USA, LP, a Texas limited partnership (Alon USA, LP), and Alon USA GP, LLC, a Delaware limited liability company (Alon USA GP, LLC). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

Contribution, Conveyance and Assumption Agreement (November 28th, 2011)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT dated as of [ ], 2011 (this Agreement) is entered by and among Inergy GP, LLC, a Delaware limited liability company (NRGY GP), Inergy, L.P., a Delaware limited partnership (NRGY), Inergy Propane, LLC, a Delaware limited liability company (Inergy Propane), MGP GP, LLC, a Delaware limited liability company (MGP GP), Inergy Midstream Holdings, L.P., a Delaware limited partnership (MGP), NRGM GP, LLC, a Delaware limited liability company (the General Partner), and Inergy Midstream, L.P., a Delaware limited partnership (the Partnership). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

Memorial Production Partners LP – Form of Contribution, Conveyance and Assumption Agreement Among Memorial Resource Development Llc Wht Energy Partners Llc, Memorial Production Partners Gp Llc, Memorial Production Partners Lp, and Memorial Production Operating Llc (October 19th, 2011)

This Contribution, Conveyance and Assumption Agreement (this Agreement), dated as of [], 2011 (the Closing Date), is entered into by and among Memorial Resource Development LLC, a Delaware limited liability company (MRD), WHT Energy Partners LLC, a Delaware limited liability company (WHT); Memorial Production Partners GP LLC, a Delaware limited liability company (the General Partner), Memorial Production Partners LP, a Delaware limited partnership (the Partnership), and Memorial Production Operating LLC, a Delaware limited liability company (MPP Operating). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meaning assigned to such terms in Article I.

Memorial Production Partners LP – Form of Contribution, Conveyance and Assumption Agreement Among Memorial Resource Development Llc Bluestone Natural Resources Holdings, Llc Bluestone Natural Resources, Llc, Memorial Production Partners Gp Llc, Memorial Production Partners Lp, and Memorial Production Operating Llc (October 19th, 2011)

This Contribution, Conveyance and Assumption Agreement (this Agreement), dated as of [], 2011 (the Closing Date), is entered into by and among Memorial Resource Development LLC, a Delaware limited liability company (MRD), BlueStone Natural Resources Holdings, LLC, a Delaware limited liability company (BlueStone), BlueStone Natural Resources, LLC (BNR), Memorial Production Partners GP LLC a Delaware limited liability company (the General Partner), Memorial Production Partners LP, a Delaware limited partnership (the Partnership), and Memorial Production Operating LLC, a Delaware limited liability company (MPP Operating). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meaning assigned to such terms in Article I.

Oiltanking Partners L.P. – Contribution, Conveyance and Assumption Agreement (July 5th, 2011)

This Contribution, Conveyance and Assumption Agreement, dated as of July __, 2011 (this Agreement), is by and among Oiltanking Partners, L.P., a Delaware limited partnership (the Partnership), OTLP GP, LLC, a Delaware limited liability company (the General Partner), Oiltanking Holding Americas, Inc., a Delaware corporation (OTA), Oiltanking Beaumont Partners, L.P., a Delaware limited partnership (OTB), OTB Holdco, LLC, a Delaware limited liability company (OTB Holdco), OTB GP, LLC, a Delaware limited liability company (OTB GP), Oiltanking Beaumont GP, L.L.C., a Delaware limited liability company (OTB LLC), Oiltanking Houston, L.P., a Texas limited partnership (OTH) and OTH GP, LLC, a Texas limited liability company (OTH GP). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

CSI Compressco LP – Contribution, Conveyance and Assumption Agreement (June 7th, 2011)

This Contribution, Conveyance and Assumption Agreement, dated as of [] (this Agreement), is by and among Compressco, Inc., a Delaware corporation and wholly owned subsidiary of TETRA (Compressco), Compressco Field Services, Inc., an Oklahoma corporation and wholly owned subsidiary of Compressco (CFSI), Compressco Canada, Inc., an Alberta corporation and wholly owned subsidiary of Compressco (Cansub), Compressco de Mexico, S. de R.L. de C.V., a Mexico limited liability company of variable capital (sociedad de responsibilidad limitada de capital variable) and subsidiary of Mexico Sub I and Mexico Sub II (CP Mexico), Compressco Partners GP Inc., a Delaware corporation and wholly owned subsidiary of CFSI (the General Partner), Compressco Partners, L.P., a Delaware limited partnership and subsidiary of CFSI and the General Partner (the Partnership), Compressco Partners Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of CFSI (OPCO), Compressco Netherlands B.V

Tesoro Logistics Lp Common Unit – Contribution, Conveyance and Assumption Agreement (April 4th, 2011)

This Contribution, Conveyance and Assumption Agreement, dated as of [], 2011 (this Agreement), is by and among Tesoro Logistics LP, a Delaware limited partnership (the Partnership), Tesoro Logistics GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), Tesoro Logistics Operations LLC, a Delaware limited liability company (the Operating Company), Tesoro Corporation, a Delaware corporation (Tesoro), Tesoro Alaska Company, a Delaware corporation (Tesoro Alaska), Tesoro Refining and Marketing Company, a Delaware corporation (TRMC), and Tesoro High Plains Pipeline Company LLC, a Delaware limited liability company (High Plains). The above-named entities are sometimes referred to in this Agreement individually as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Article I.

Qr Energy Lp – Form of Contribution, Conveyance and Assumption Agreement Among Quantum Resources A1, Lp, Quantum Resources B, Lp, Quantum Resources C, Lp, Qab Carried Wi, Lp, Qac Carried Wi, Lp, Black Diamond Resources, Llc Qre Gp, Llc, Qr Energy, Lp, and Qre Operating, Llc (December 14th, 2010)

This Contribution, Conveyance and Assumption Agreement (this Agreement), dated as of [], 2010, is entered into by and among Quantum Resources A1, LP, a Delaware limited partnership (QRA); Quantum Resources B, LP, a Delaware limited partnership (QRB); Quantum Resources C, LP, a Delaware limited partnership (QRC, and together with QRB, the NPI Owners); QAB Carried WI, LP, a Delaware limited partnership (QAB); QAC Carried WI, LP, a Delaware limited partnership (QAC); Black Diamond Resources, LLC, a Delaware limited liability company (Black Diamond, and, together with QRA, QRB, QRC, QAB, and QAC, the Property Contributors); QRE GP, LLC (the General Partner), a Delaware limited liability company; QR Energy, LP (the Partnership), a Delaware limited partnership; and QRE Operating, LLC (QR Operating), a Delaware limited liability company. The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall hav

Qr Energy Lp – Form of Contribution, Conveyance and Assumption Agreement Among Quantum Resources A1, Lp, Quantum Resources B, Lp, Quantum Resources C, Lp, Qab Carried Wi, Lp, Qac Carried Wi, Lp, Black Diamond Resources, Llc Qre Gp, Llc, Qr Energy, Lp, and Qre Operating, Llc (November 3rd, 2010)

This Contribution, Conveyance and Assumption Agreement (this Agreement), dated as of [], 2010, is entered into by and among Quantum Resources A1, LP, a Delaware limited partnership (QRA); Quantum Resources B, LP, a Delaware limited partnership (QRB); Quantum Resources C, LP, a Delaware limited partnership (QRC); QAB Carried WI, LP, a Delaware limited partnership (QAB); QAC Carried WI, LP, a Delaware limited partnership (QAC); Black Diamond Resources, LLC, a Delaware limited liability company (Black Diamond, and, together with QRA, QRB, QRC, QAB, and QAC, the Property Contributors); QRE GP, LLC (the General Partner), a Delaware limited liability company; QR Energy, LP (the Partnership), a Delaware limited partnership; and QRE Operating, LLC (QR Operating), a Delaware limited liability company. The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meaning assigned to such terms in

Williams Pipeline Prtnrs -Lp – Form of Contribution, Conveyance and Assumption Agreement by and Among Williams Pipeline Partners L.P. Williams Pipeline Operating Llc Wpp Merger Llc Williams Pipeline Partners Holdings Llc Northwest Pipeline Gp Williams Pipeline Gp Llc Williams Gas Pipeline Company, Llc Wgpc Holdings Llc Williams Pipeline Services Company (January 8th, 2008)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of , 2008 is entered, on and effective as of the Closing Date (as defined herein), by and among Williams Pipeline Partners L.P., a Delaware limited partnership (MLP), WPP Merger LLC, a Delaware limited liability company (WPP Merger), Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (WPP Holdings), Williams Pipeline Operating LLC, a Delaware limited liability company (WP Operating), Northwest Pipeline GP, a Delaware general partnership (NWP), Williams Pipeline GP LLC, a Delaware limited liability company (Pipeline GP), Williams Gas Pipeline Company, LLC, a Delaware limited liability company (Williams Gas Pipeline), WGPC Holdings LLC, a Delaware limited liability company (WGPC Holdings), and Williams Pipeline Services Company, a Delaware corporation (WPS Co). The above-named entities are sometimes referred to in this Agreement each as a "Party and collectively as the "Parties

Encore Energy Partners Lp – Form of Contribution, Conveyance and Assumption Agreement Among Encore Acquisition Company, Encore Operating, L.P., Encore Partners Gp Holdings Llc, Encore Partners Lp Holdings Llc, Encore Energy Partners Gp Llc, Encore Energy Partners Lp and Encore Energy Partners Operating Llc (August 10th, 2007)

This Contribution, Conveyance and Assumption Agreement, dated as of ___, 2007, is entered into by and among Encore Acquisition Company, a Delaware corporation (EAC), Encore Operating, L.P., a Texas limited partnership (Encore Operating), Encore Partners GP Holdings LLC, a Delaware limited liability company (GP Holdings), Encore Partners LP Holdings LLC, a Delaware limited liability company (LP Holdings), Encore Energy Partners GP LLC, a Delaware limited liability company (the General Partner), Encore Energy Partners LP, a Delaware limited partnership (the Partnership), and Encore Energy Partners Operating LLC, a Delaware limited liability company (ENP Operating). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.

Encore Energy Partners Lp – Form of Contribution, Conveyance and Assumption Agreement Among Encore Acquisition Company, Encore Operating, L.P., Encore Energy Partners Gp Llc, Encore Energy Partners Lp and Encore Energy Partners Operating Llc (June 18th, 2007)

This Contribution, Conveyance and Assumption Agreement, dated as of ___, 2007, is entered into by and among Encore Acquisition Company, a Delaware corporation (EAC), Encore Operating, L.P., a Texas limited partnership (Encore Operating), Encore Energy Partners GP LLC, a Delaware limited liability company (the General Partner), Encore Energy Partners LP, a Delaware limited partnership (the Partnership), and Encore Energy Partners Operating LLC, a Delaware limited liability company (ENP Operating). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.

BreitBurn Energy Partners, L.P. – Form of Contribution, Conveyance and Assumption Agreement (September 19th, 2006)

This Contribution, Conveyance and Assumption Agreement, dated as of , 2006, is entered into by and among Pro GP Corp., a Delaware corporation ("Pro GP"), Pro LP Corp., a Delaware corporation ("Pro LP"), BreitBurn Energy Corporation, a California corporation ("BEC"), BreitBurn Energy Company LP, a Delaware limited partnership ("BreitBurn Energy"), BreitBurn Management Company LLC, a Delaware limited liability company ("BreitBurn Management"), BreitBurn GP, LLC, a Delaware limited liability company (the "General Partner"), BreitBurn Energy Partners L.P., a Delaware limited partnership (the "Partnership"), BreitBurn Operating GP, LLC, a Delaware limited liability company ("Operating GP") and BreitBurn Operating L.P., a Delaware limited partnership ("Operating LP"). The above-named entities are sometimes referred to in this Agreement each as a "Party" and collectively as the "Parties." Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.

Regency Energy Partners Lp – Form of Contribution, Conveyance and Assumption Agreement (January 11th, 2006)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of ___, 2006, is entered into by and among REGENCY ENERGY PARTNERS LP, a Delaware limited partnership (MLP), REGENCY GAS SERVICES LP, a Delaware limited partnership (OLP), REGENCY GP LLC, a Delaware limited liability company (GP LLC), REGENCY GP LP, a Delaware limited partnership (the General Partner), and REGENCY ACQUISITION, L.P., a Delaware limited partnership (Acquisition). The parties to this agreement are collectively referred to herein as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.

Boardwalk Pipeline Partners, Lp Form of Contribution, Conveyance and Assumption Agreement (October 31st, 2005)

This Contribution, Conveyance and Assumption Agreement, dated as of 2005, is entered into by and among BOARDWALK PIPELINES HOLDING CORP., a Delaware limited liability company (BPHC), BOARDWALK GP, LLC., a Delaware limited liability company (GP LLC), BOARDWALK PIPELINE PARTNERS, LP, a Delaware limited partnership (the Partnership), BOARDWALK OPERATING GP, LLC, a Delaware limited liability company (OLLC), BOARDWALK GP, LP, a Delaware limited liability partnership (the GP LP), and BOARDWALK PIPELINES, LLC, a Delaware limited liability company (Boardwalk). The above-named entities are sometimes referred to in this Agreement each as a Party and collectively as the Parties. Capitalized terms used herein shall have the meanings assigned to such terms in Section 1.1.

K-Sea Transportation -Lp – Form of Contribution, Conveyance and Assumption Agreement (January 5th, 2004)

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").