270 Legal [Sample Agreements]

PURCHASE AGREEMENT ASSIGNMENT

THIS PURCHASE AGREEMENT ASSIGNMENT (this “Assignment”) dated as of *** , 200 among K-Sea Operating Partnership, L.P. (the “Assignor”), First Union Commercial Corporation (together with its successors and assigns, the “Assignee”) and *** (the “Builder”). Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement.

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Exhibit H

[form of General Assignment of Freights]

ASSIGNMENT OF CHARTER PARTIES,
CHARTER HIRE AND EARNINGS

The undersigned, K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership (hereinafter called the “Assignor”), in consideration of One Dollar ($1) lawful money of the United States of America and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, has assigned, transferred and set over and by this instrument does assign, transfer and set over, unto FIRST UNION COMMERCIAL CORPORATION, a North Carolina corporation (the “Assignee”), and unto the Assignee’s successors and assigns, to its and its successors’ and assigns’ own proper use and benefit, and, as collateral security for the Obligations of Assignor to the Assignee pursuant to the terms and conditions of that certain Loan Agreement, dated as of March __ , 2005 (as from time to time the same may be amended, supplemented or otherwise modified, the “Loan Agreement”), between Assignor and Assignee and the other Principal Documents, and does hereby grant the Assignee a security interest in all of Assignor’s right, title and interest in and to: (i) any and all charter parties, whether bareboat or demise, time or voyage charters, contracts of affreightment or other contracts for the use or employment of vessels, transportation of cargo or passengers respecting the Assignor’s United States-flag vessel(s) identified on Schedule I hereto now or hereafter acquired (the “Vessels”), and all charter hire, rentals and other sums due and to become due thereunder or in connection therewith, including, without limitation, all rights and claims of Assignor as “Owner”, now or hereafter existing, under any insurance, indemnities, warranties and guaranties provided for or arising out of or in connection with any charter of any of the Vessels, for any damages arising out of or for breach or default under or in connection with any charter, to all other amounts from time to time paid or payable under or in connection with any charter, and to terminate any charter and to exercise or enforce any and all covenants, remedies, powers and privileges thereunder and, all accounts and contract rights and all freights, hire and other monies earned and to be earned, due or to become due, or paid or payable to, or for the account of, the Assignor, of whatsoever nature arising out of or as a result of the ownership and operation by the Assignor or any of its agents of the Vessels, (ii) all monies and claims for monies due and to become due to the Assignor and all claims for damages arising out of the breach of any and all present and future bareboat, demise, time and voyage charter parties, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, mail and/or passengers, and operations of every kind whatsoever of the Vessels and in and to any and all claims and causes of action for money, loss or damages that may accrue or belong to the Assignor, its respective successors or assigns, arising out of or in any way connected with the present or future use, operation or management of the Vessels or arising or in any way connected with any and all present and future requisitions, charter parties, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, mail and/or passengers, and other operations of the Vessels, (iii) all monies and claims for monies due and to become due to the Assignor, and all claims for damages in respect of the actual or constructive total loss of or requisition of use of or title to any Vessels, and (iv) any proceeds of any of the foregoing (any and all such amounts, hereinafter called “Earnings”).
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