0001047469-04-003003 Sample Contracts

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 3rd, 2004 • K-Sea Transportation Partners Lp • Water transportation • New York

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of January 29, 2004, by and between THE CIT GROUP/EQUIPMENT FINANCING, INC., a Delaware corporation, as lender (“Lender”), and K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership, as borrower, with a principal place of business at 3245 Richmond Terrace, Staten Island, New York 10303 (“Borrower”). In consideration of the mutual agreements contained herein, the parties hereto agree as follows:

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CONTRACT OF SALE
Contract of Sale • February 3rd, 2004 • K-Sea Transportation Partners Lp • Water transportation • New York

This Contract of Sale dated January 29, 2004, is entered into between (i) Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as owner trustee (“Seller”) under a Trust Agreement dated December 10, 1998 (the “Trust Agreement”) for the benefit of ICX Corporation, a Delaware corporation (“Owner Participant”); (ii) the Owner Participant, and (iii) K-Sea Operating Partnership L.P., a limited partnership organized and existing under the laws of the State of Delaware (“Buyer”).

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