§7.603PROXY STATEMENTS: STRATEGY & FORMS
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EXHIBIT
C MARITRANS INC.
ORGANIZATION AGREEMENT
ORGANIZATION AGREEMENT, dated as of January 29, 1993, among
Maritrans GP Inc., a Pennsylvania corporation (“MGP”), :Seneca GP Inc., a Delaware
corporation (“SGP”), Maritrans Partners L.P., a Delaware limited partnership (“MLP”),
Maritrans Operating Partners L.P., a Delaware limited partnership (“MOP”), and Maritrans Inc.,
a Delaware corporation (the “Company”; and together with MGP, SGP, MLP, and MOP, the
“Parties” and, singularly, a “Party”), with reference to the following RECITALS:
R E C I T A L S
A. MLP has been formed pursuant to that certain Agreement of Limited
Partnership of Maritrans Partners L.P., dated as of April 14, 1987 (the “Partnership
Agreement”; all terms used herein and not otherwise defined herein shall have the
meaning ascribed thereto therein), among MGP, SGP and certain underwriters.
B. The Company has been incorporated for the purpose of acquiring all the
rights, assets and properties belonging to, and assuming all liabilities and obligations of,
MLP (the “MLP Contributed Assets”), all partnership interests of MGP in MOP (the
“MGP Contributed Assets”), and all partnership interests of SGP in MOP (the “SGP
Contributed Assets”).
C. The parties hereto desire to provide in this Agreement for the terms and
conditions upon which (i) the Company will acquire the MLP Contributed Assets from
the MLP and in connection therewith the MLP will acquire shares of Common Stock, par
value $.01 per share (the “Common Stock”), of the Company, (ii) the Company will
acquire the MGP Contributed Assets from MGP and in connection therewith MGP will
acquire shares of Common Stock, and (iii) the Company will acquire the SGP
Contributed Assets from SGP and in connection therewith SGP will acquire shares of
Common Stock, all pursuant to the transaction provided for hereby (the “Organization”)
which is intended to qualify under Section 351 of the Internal Revenue Code of 1986, as
amended (the “Code”).
D. Upon completion of the Organization, the MLP will dissolve and liquidate
in accordance with the
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Partnership Agreement and the Plan of Complete Dissolution and Liquidation attached
hereto as Exhibit A (the “Dissolution Plan”) and distribute the shares of Common Stock
received by the MLP in connection with the Organization to its partners as provided
herein and in the Partnership Agreement (the “MLP Dissolution”).
NOW, THEREFORE, in consideration of the Recitals and the representations,
warranties, covenants and agreements herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:
ARTICLE 1.
FORMATION AND ORGANIZATION
1.1 Incorporation of the Company. MGP has caused the Company to be
incorporated under the laws of the State of Delaware by the filing of the Certificate of
Incorporation in the form attached hereto as Exhibit B, in accordance with the Delaware General
Corporation Law. 1.2 Unitholder Approval. As soon as reasonably practicable, the MLP shall
take all action necessary in accordance with Rules 14a-1 et. seq. under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), the laws of the State of Delaware and the
Partnership Agreement to call, give notice of and convene a meeting (the “Meeting”) of its
unitholders to consider and vote upon the approval and adoption of this Agreement and the MLP
Dissolution and for such other purposes as may be necessary or desirable. The Board of
Directors of the MGP has determined that the Organization and the Dissolution is advisable and
in the best interests of the unitholders of MLP.
1.3 Proxy Statement and Registration Statement. In connection with the
Meeting, MLP and the Company shall take such reasonable steps as shall be necessary for the
preparation and filing with the Securities and Exchange Commission (“SEC”) (i) by MLP of a
proxy statement (the “Proxy Statement”), as contemplated by the Exchange Act, and (ii) by the
Company of a Registration Statement on Form S-4 (the “Registration Statement”), as
contemplated by the Securities Act of 1933, as amended (the “Securities Act”). MLP shall use its
best efforts to cause the Proxy Statement to be mailed to the holders of partnership interests in
the MLP as soon as practicable. The Company shall use its best efforts to cause the Registration
Statement to be declared effective by the SEC as soon as practicable.1.4 Organization of the Company. Upon the satisfaction of the conditions
precedent to Closing set forth in Article 4 hereof, but prior to the consummation of the
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transactions contemplated hereby, the consent of incorporator of the Company shall be executed
for the purpose of adopting the Bylaws of the Company and electing as the initial directors of the
Company the persons disclosed in the Proxy Statement. The organizational meeting of the Board
of Directors of the Company shall be held immediately thereafter for the purpose of (i) electing
as the initial officers of the Company the persons disclosed in the Proxy Statement, (ii) ratifying
and approving the execution and delivery of this Agreement and the performance by the
Company of the transactions contemplated hereby, (iii) authorizing the issuance of capital stock
of the Company pursuant to this Agreement and the issuance of rights pursuant to the Rights
Plan contemplated by the Proxy Statement, and (iv) conducting such other business of the
Company as may be contemplated by this Agreement or the Proxy Statement, or as is deemed
necessary by the Board of Directors.
1.5 Organization of MOP-GP Inc.. Immediately after the organization of the
Company pursuant to Section 1.4 hereof, the Company shall incorporate and organize Maritrans
General Partner, Inc. as a Delaware corporation (“MOP-GP”).
ARTICLE 2.
PURCHASE AND SALE
2.1 Sale of Common Stock to SGP. Subject to the terms and conditions of this
Agreement and in reliance upon the representations, warranties and covenants of the other parties
contained herein, SGP shall acquire at the Closing, and the Company shall issue to SGP at the
Closing, 1,250 shares of the Company’s Common Stock (the “SGP Shares”) in exchange for the
transfer by SGP of all of SGP’s right, title and interest in and to the SGP Contributed Assets, free
and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and
encumbrances of any nature whatsoever by an appropriate transfer instrument (the “SGP
Transfer Document”). At the Closing, immediately after such transfer, and immediately prior to
the transactions contemplated by Sections 2.2 and 2.3 hereof, the Company shall contribute the
SGP Contributed Assets to the capital of MOP-GP in exchange for one share of Common Stock of MOP-GP. 2.2 Sale of Common Stock to MGP. Subject to the terms and conditions of
this Agreement and in reliance upon the representations, warranties and covenants of the other
parties contained herein, MGP shall acquire at the Closing, and the Company shall issue to MGP
at the Closing, 123,750 shares of the Company’s Common Stock (the “MGP Shares”) in
exchange for the transfer by MGP of all of MGP’s right, title and interest in and to the MGP
Contributed Assets, free and clear of all mortgages, liens, pledges, security interests, charges,
claims, restrictions
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and encumbrances of any nature whatsoever, by an appropriate transfer instrument (the “MGP
Transfer Document”). At the Closing, immediately after such transfer, the Company shall
contribute the MGP Contributed Assets to the capital of MOP-GP in exchange for 99 shares of
Common Stock of MOP-GP.
2.3 Sale of Common Stock to the MLP.
(a) Subject to the terms and conditions of this Agreement and in
reliance upon the representations and warranties of the other parties contained herein, at the
Closing, and immediately after completion of the transactions contemplated by Section 2.1 and
contemporaneous with the transaction contemplated by Section 2.2 hereof, MLP shall grant, sell,
convey, assign, transfer and deliver to the Company, and the Company shall acquire from MLP,
all right, title and interest of MLP in and to the MLP Contributed Assets (including without
limitation, the assumption by the Company of all outstanding liabilities and obligations of the
MLP (whether fixed or contingent, or known or unknown), including without limitation the MLP
Guaranty, and all of the limited partnership interest of MLP in MOP, all of the issued and
outstanding capital stock of Maritrans Holdings, Inc., a Delaware corporation, and all other
rights and obligations of the MLP, including without limitation rights of MLP under the MOP
Partnership Agreement), by an appropriate general bill of sale and assumption agreement (the
“MLP Transfer Document”) in exchange for the delivery by the Company to MLP of 12,374,988
shares of Common Stock (“MLP Shares”).
(b) Without limiting the generality of Section 2.3(a), the Company
will assume pursuant to the MLP Transfer Document:
(i) all liabilities and obligations of MLP under Sections
7.11(b) and (c) of the MLP Partnership Agreement;
(ii) all liabilities and obligations of MLP arising out of or
incurred by MLP in connection with the Proxy Statement, the Registration
Statement (or the prospectus which is a part thereof therein) or any
document filed under state securities or “blue sky” laws, or any
amendment or supplement thereto; and
(iii) all liabilities and obligations of MLP with respect to
expenses incurred by or on behalf of MLP in connection with the
Conversion (as defined in the Registration Statement).
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2.4 Closing.
(a) The purchase and sale of the Common Stock shall take place at the
offices of Morgan, Lewis & Bockius, 2000 One Logan Square, Philadelphia, Pennsylvania
19103, at 10:00 A.M., on (i) the next business day following the later of (A) the date of the
Meeting, or (B) the business day on which the last of the conditions set forth in Article 4 is
fulfilled or waived, or (ii) at such other time and place as the MLP and MGP agree upon orally or
in writing (which time and place are designated as the “Closing”).
(b) At the Closing,(i) First, SGP shall deliver to the Company the SGP Transfer
Document against the delivery by the Company to SGP of a certificate representing the SGP
Shares;
(ii) Second, the Company shall contribute the SGP Contributed
Assets to the capital of MOP-GP in exchange for one share of Common Stock of MOP-GP;
(iii) Third, MGP shall deliver to the Company the MGP
Transfer Document against the delivery by the Company to MGP of a certificate representing the
MGP Shares and the MLP shall deliver to the Company the MLP Transfer Document against the
delivery by the Company to the MLP of a certificate representing the MLP Shares; and
(iv) Fourth, the Company shall contribute the MGP Contributed
Assets to the capital of MOP-GP in exchange for 99 shares of Common Stock of MOP-GP.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES
3.1 General Representations and Warranties. Each Party hereto hereby
represents and warrants to each of the other parties hereto that: 3.1.1. Organization. Such Party as is a corporation is a corporation duly
incorporated, validly existing and in good standing under the laws of the jurisdiction of its
incorporation. Such Party as is a limited partnership is a limited partnership duly formed, validly
existing and in good standing under the laws of the jurisdiction of its formation.3.1.2. Authorization. All corporate, partnership or other action on the
part of such Party necessary for the authorization, execution and delivery of this Agreement and
the transactions contemplated hereby and the performance of all
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obligations of such Party under this Agreement have been taken, and this Agreement constitutes
the valid and legally binding obligation of such Party, enforceable against such Party in
accordance with its terms, except as may be limited by the effect of bankruptcy, reorganization,
insolvency, fraudulent conveyance, moratorium and other similar laws or equitable principles
affecting creditors’ rights or remedies generally.
3.1.3. No Conflicts. No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any federal, state or local
governmental authority on the part of such Party is required in connection with the execution of
this Agreement and the consummation of the transactions contemplated hereby, except for the
registration of the Company’s Common Stock under the Securities Act and applicable state blue-
sky laws and the filing of the Proxy Statement under the Exchange Act. The execution, delivery
and performance of this Agreement and the consummation of the transactions contemplated
hereby by such Party will not (i) result in any violation of or be in conflict with or constitute,
with or without the passage of time or giving of notice, a default under any instrument,
judgment, order, writ, decree or contract or (ii) result in the creation of any lien, charge or
encumbrance upon any assets of such Party.3.1.4. Title to Contributed Assets. Provided that the amendment
referred to in Section 5.1 of this Agreement is duly executed and delivered, such Party will, at
the Closing, transfer to the Company title to such Party’s Contributed Assets, in each case free
and clear of all liens, pledges, mortgages, security interests, claims or encumbrances of any
nature whatsoever, except that no representation or warranty is made by MLP as to the absence
of any liens, pledges, mortgages, security interests, claims or encumbrances upon the MLP
Contributed Assets.3.2 Representations and Warranties of the Company. The Company hereby
represents and warrants to each of the other parties hereto that: 3.2.1. Capitalization. Upon completion of the Organization, the
authorized capital of the Company will be as set forth in the Proxy Statement.3.2.2. Valid Issuance of Common Stock. Upon completion of the
Organization, Common Stock to be issued and sold to the MLP, MGP and SGP, when issued,
sold and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid
and nonassessable and, will be issued in compliance with all applicable federal and state
securities laws.
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ARTICLE 4.
CONDITIONS PRECEDENT TO THE CLOSING
The obligations of the Parties under Article 2 of this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions precedent, the waiver of
which shall not be effective against any Party who does not consent in writing thereto:
4.1 Representations and Warranties of the Parties. The representations and
warranties of each of the other Parties contained herein shall be true in all material respects on
and as of the Closing with the same effect as though such representations and warranties had
been made on and as of the date of such Closing.4.2 Performance. Each of the other Parties shall have performed and complied
with all agreements, obligations and conditions contained in this Agreement that are required to
be performed or complied with by them on or before the Closing.4.3 Unitholder Approval. This Agreement and the MLP Dissolution shall have
been approved and adopted by the requisite vote of the LP Unitholders of the MLP in accordance
with applicable law and the Partnership Agreement.4.4 Injunctions, etc. There shall not be any judgment, decree, injunction, ruling
or order of any court, governmental department, commission, agency or instrumentality
outstanding against any Party which prohibits or materially restricts or delays consummation of
transactions contemplated hereby.4.5 New York Stock Exchange Listing. The New York Stock Exchange shall
have approved the listing of the Common Stock effective upon official notice of issuance.
4.6 Blue Sky Compliance. The Company shall have complied with all
requirements of federal and state securities or “blue sky” laws with respect to the issuance of the
Common Stock hereunder.
ARTICLE 5.
CERTAIN COVENANTS
5.1 Amendment of MOP Partnership Agreement. At the Closing, the Parties
shall amend the Limited Partnership Agreement of MOP, dated April 17, 1987 (the “MOP
Partnership Agreement”) to (i) permit the transfers of partnership interests contemplated by this
Agreement and to reflect the withdrawals of MGP and SGP and the substitution of MOP-GP as
the successor
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managing general partner of MOP, (ii) reduce the percentage interest of each of MGP and SGP
in the cash from operations, profit and loss, and capital transactions or otherwise of MOP by a
factor of 100, (iii) provide for free transferability of the partnership interests, (iv) provide for the
mandatory appointment of a new general partner upon any withdrawal (whether as a result of
bankruptcy, dissolution, removal or otherwise) of the general partner, and (v) make such other
amendments and changes to the MOP Partnership Agreement as are agreed to by the Parties.
Effective automatically upon the consummation of the Closing, Section 15.2 of the MOP
Partnership Agreement shall cease to apply to SGP and MGP, since SGP and MGP shall cease to
be general partners of MOP. Notwithstanding the Closing and the amendment of the MOP
Partnership Agreement contemplated by this Section 5.1, each of SGP and MGP, each Affiliate
(as defined in the MOP Partnership Agreement) of SGP and MGP and any Person (as defined in
the MOP Partnership Agreement) who is or was a director, officer, employee or agent of SGP or
MGP or any such Affiliate shall continue to be an Indemnitee (as defined in the MOP
Partnership Agreement) and to be entitled to indemnification and payment of expenses pursuant
to Sections 8.10(b) and (c) of the MOP Partnership Agreement.
5.2 Continuation of MOP. MOP-GP, the Company, the MLP and MOP shall,
and effective upon the Closing hereby do, agree in writing to continue the business of the MOP
and to the appointment, effective as of the date of withdrawal of MGP, of MOP-GP as the
managing general partner, pursuant to Section 17-801 of Delaware Revised Uniform Limited
Partnership Act.
5.3 Dissolution of the MLP. Immediately after consummation of the Closing,
the MLP shall be dissolved and liquidated and the MLP Shares shall be distributed, all in
accordance with the Dissolution Plan. All expenses incurred by or on behalf of MLP in
connection with the dissolution and liquidation of MLP and the distribution of the MLP Shares
will be paid or reimbursed by the Company.5.4 Termination of Certain Agreements. Effective automatically upon the
consummation of the Closing and without further action required of any party thereto, the Parties
hereby terminate the Deposit Agreement and the Net Worth Maintenance Agreement and render
such agreements null and void and of no further effect. The Parties hereby acknowledge that the
Distribution Support Agreement has previously expired and is accordingly of no further effect. In
addition, as a result of the consummation of the Closing, the MLP shall cease to exist for income
tax purposes and, accordingly, Section 17.3 of the MLP Partnership Agreement shall be of no
further effect.5.5 Code Section 351. The Company shall file with its income tax return for
the taxable year in which Closing occurs
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the statement required by Treasury Regulation 1.351-3(b) which will, among other things,
identify the MLP, MGP and SGP as “transferors” for purposes of Code Section 351, and the
Company shall further keep permanent records in substantial form as required by Treasury
Regulation 1.351-3(c). The Company shall not make any assertion, take any position or perform
any act which is inconsistent with or contrary to the conclusion that the stock issued by the
Company to MLP, MGP and SGP in exchange for property at Closing qualifies for
nonrecognition treatment under Code Section 351. The MLP, MGP and SGP have undertaken
this transaction with the understanding and intent that the exchange of stock for property at
Closing is intended to qualify for nonrecognition treatment under Code Section 351. Each of the
MLP, MGP and SGP agrees that it will file with its income tax return for the taxable year in
which Closing occurs the statement required by Treasury Regulation 1.351-3(a), and shall further
keep permanent records in substantial form as required by Treasury Regulation 1.351-3(c). None
of the MLP, MGP and SGP shall make any assertion, take any position, or perform any act
which is inconsistent with or contrary to the conclusion that the stock issued by the Company to
MLP, MGP and SGP in exchange for property at Closing is intended to qualify for
nonrecognition treatment under Code Section 351.
5.6 Indemnification; Contribution.
(a) Prior to the Closing MLP shall, pursuant to Section 7.11(b) of the
MLP Partnership Agreement, and after the Closing the Company shall, pursuant to Section
7.11(b) of the MLP Partnership Agreement and the MLP Transfer Document, to the fullest extent
permitted by applicable law, indemnify SGP and MGP, any Affiliate of either of them and any
Person who is or was a director, officer, employee or agent of SGP or MGP or any such Affiliate
against expenses (including legal fees and expenses), judgments, fines, awards and amounts paid
in settlement, actually and reasonably incurred by any such indemnitee, in connection with any
threatened, pending or completed claim, demand, action, suit, arbitration or proceeding (x) to
which such indemnitee was or is a party or is threatened to be made a party by reason of the
indemnitee’s status as (i) a general partner of MLP or an Affiliate thereof or (ii) a director,
officer, employee or agent of such general partner or its Affiliate and (y) which arises out of, is
based upon or otherwise relates to any untrue statement of a material fact or alleged untrue
statement of a material fact contained in the Registration Statement (or the prospectus which is a
part thereof), the Proxy Statement or any document filed under any state securities or “blue sky”
laws, or any amendment or supplement thereto, or arises out of, is based upon or otherwise
relates to the omission or alleged omission to state therein a material fact required to be sta ted
therein or necessary to make the statements therein not misleading.
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(b) If the indemnification provided for in Section 5.6(a) above is
unavailable to or insufficient to hold harmless an indemnitee under such Section in respect of
any expenses, judgments, fines, awards or amounts paid in settlement referred to therein, then
MLP or the Company, as the case may be, shall contribute to the amount paid or payable by the
indemnitee such amount as is appropriate to reflect the relative benefits received by the Parties i n
connection with the Conversion (as defined in the Registration Statement) and the relative fault,
if any, of the Parties in connection with the statements or omissions which resulted in such
expenses, judgments, fines, awards or amounts paid in settlement.
ARTICLE 6.
TERMINATION AND ABANDONMENT
6.1 Termination and Abandonment. This Agreement may be terminated and
the transactions contemplated hereby may be abandoned at any time prior to the Effective Time,
whether before or after approval by the partners of the MLP, by action of the Board of Directors
of the MGP.
6.2 Amendment. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the Parties; provided, however, that after
approval of the transactions contemplated hereby by the partners of the MLP, no amendment
may be made which materially adversely affects the partners of the MLP without the further
approval of the partners of the MLP.6.3 Waiver. Any time prior to the Effective Time, whether before or after the
Meeting, any Party may waive compliance with any of the agreements of any other Party or with
any conditions to the obligations of such Party; provided, however, that after approval of the
transactions contemplated hereby by the partners of the MLP, no waiver may be given which
materially adversely affects the partners of the MLP without the further approval of the partners
of the MLP. Any agreement on the part of a Party to any such extension or waiver shall be valid
if set forth in an instrument in writing signed on behalf of such Party by a duly authorized
officer.
ARTICLE 7.
MISCELLANEOUS
7.1 Successors and Assigns. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and assigns of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any party other than
the Parties or their respective
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successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.
7.2 Governing Law. This Agreement shall be governed by and construed under
the laws of the Commonwealth of Pennsylvania as applied to agreements entered into and to be
performed entirely within Pennsylvania.
7.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.7.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.7.5 Finder’s Fee. Each Party represents that it neither is nor will be obligated
for any finders’ fee or commission in connection with this transaction.
7.6 Expenses. Except as otherwise provided in this Agreement, each Party shall
pay its own expenses, including, without limitation, the expenses of its own counsel, accountants
and financial advisors, incurred in connection with this Agreement and the transactions
contemplated hereby.7.7 Contents of Agreement, Etc. This Agreement, together with the MLP and
MOP Partnership Agreements, sets forth the entire understanding of the parties with respect to
the subject matter hereof. Any previous agreements or understandings between the parties
regarding the subject matter hereof, except for arrangements between the parties concerning
confidential information and except for the MLP and MOP Partnership Agreements, are merged
into and superseded by this Agreement. The representations, warranties, covenants and
agreements contained in this Agreement are for the sole benefit of the parties hereto, and they
shall not be construed as conferring any rights on any other persons.7.8 Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if sent by registered or certified mail, postage prepaid,
addressed, in the case of any Party, other than SGP, to it at Maritrans Partners L.P., One Logan
Square, Philadelphia, PA 19103, attention: General Counsel, with a required copy to Morgan,
Lewis & Bockius, 2000 One Logan Square, Philadelphia, Pennsylvania 19103, attention: Robert
J. Lichtenstein, Esquire, or, in the case of SGP, to it at 1900 5th Avenue North, Birmingham,
Alabama 35203, Attention: General Counsel, or such other address as shall be furnished in
writing by any Party to
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the others prior to the giving of the applicable notice or communication.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
MARITRANS GP INC.
By: /s/ Stephen A. Van Dyck Chairman of the Board
Chief Executive officer
SENECA GP INC.
By: /s/ James E. Moylan, Jr. President
MARITRANS PARTNERS L.P. BY MARITRANS GP INC.
By: /s/ Stephen A. Van Dyck Chairman of the Board
Chief Executive Officer
MARITRANS OPERATING PARTNERS L.P. BY MARITRANS GP INC.
By: /s/ Stephen A. Van Dyck Chairman of the Board
Chief Executive Officer
MARITRANS INC.
By: /s/ Stephen A. Van Dyck President
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EXHIBIT A
PLAN OF COMPLETE DISSOLUTION AND LIQUIDATION
OF
MARITRANS PARTNERS L.P.
This Plan of Complete Dissolution and Liquidation (the “Plan”) is for the purpose of
dissolving and liquidating Maritrans Partners L.P., a Delaware limited partnership (the “MLP”),
in accordance with the requirements of the Partnership Agreement of Maritrans Partners L.P.,
dated as of April 17, 1987 (the “Partnership Agreement”), the Organization Agreement, dated as
of January 31, 1993 (the “Organization Agreement”; all terms used herein and not otherwise
defined herein shall have the meaning ascribed thereto in the Partnership Agreement or the
Organization Agreement) and applicable law in substantially the following manner:
1. Approval of Plan. The Plan as hereby submitted has been approved by MGP and
shall become effective following approval of this Plan by a Majority Interest (as defined in
Article I of the Partnership Agreement) at the close of business on the date of the Closing under
the Organization Agreement (the “Effective Date”).2. Dissolution and Liquidation Process. After the Effective Date, the MLP shall not
perform business activities other than those required for satisfying its obligations, winding up of
its affairs, preserving the value of its assets, and distributing the MLP Shares to its partners in
accordance with this Plan. The dissolution and liquidation are to be effected as promptly as
possible, but in any event prior to the expiration of one year after the Effective Date. Following
the Effective Date, the Maritrans Inc. or its designees and agents shall wind up the business and
affairs of the MLP, liquidate such other assets as it may continue to hold and pay all proper debts
of the MLP.
3. Liquidation Transaction. Upon approval of the Plan and in accordance with the
Organization Agreement and Section 17.1 of the Partnership Agreement, the MLP shall purchase
from Maritrans Inc., pursuant to the Organization Agreement, an aggregate of 12,374,988 shares
of Common Stock, par value $.01 per share (“Common Shares”).4. Distribution to Unitholders. Such shares of Common Stock shall be distributed as
follows: 12,250,000 Common Shares to the Limited Partners on the basis of one
Common Share for each LP Unit held of record by the Limited Partner on the
Effective Date;
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123,750 Common Shares to MGP; and
1,238 Common Shares to SGP.
Such distributions shall be in full and final satisfaction of all rights to which the distributees may
otherwise be entitled under the Partnership Agreement, notwithstanding the provisions of
Sections 6.4 (relating to terminating capital transactions), and 14.3 and 14.4 (relating to
liquidation mechanics) thereof. 5. Surrender of Certificates. As promptly as practicable after the Effective Date,
each holder of an outstanding certificate or certificates which prior thereto represented LP Units
shall surrender such certificate or certificates with appropriate letters of transmittal to an agent or
agents (the “Exchange Agent”) designated for the purpose by Maritrans Inc. (the “Company”),
and such holder shall upon such surrender receive in exchange therefor a certificate or
certificates representing the number of whole Common Shares distributable with respect to such
LP Units. Until so surrendered and exchanged, each outstanding certificate which, prior to the
Effective Date, represented LP Units shall, upon and after the Effective Date, be deemed for all
purposes (other than to the extent provided in the following sentence) to evidence ownership of
the number of whole Common Shares distributable with respect to such LP Units. Dividends, if
any, payable after the Effective Date to holders of Common Shares shall, at the Company’s
option, be withheld from holders of certificates formerly representing LP Units until such
certificates are surrendered for exchange as aforesaid and, if so withheld, shall then be paid
without interest thereon. In the event that any certificates formerly representing LP Units are not
surrendered for exchange by the second anniversary of the Effective Date, the Company may
deposit with its Transfer Agent, for the account of the holders of unsurrendered certificates
representing LP Units, certificates representing the Common Shares to which the holders of such
unsurrendered certificates would be entitled upon surrender thereof. The Transfer Agent will be
instructed to sell such Common Shares at the prevailing market price and to transfer the net sales
proceeds therefrom, together with any previously accrued dividends thereon, to the Company,
after which the holders of such unsurrendered LP Unit certificates shall look only to the
Company for such payment. Any interest accruing on such funds shall be for the sole benefit of
the Company.
6. Further Assurances. If at any time the Company shall consider or be advised that
any further assignments, conveyances, or assurances in law are necessary or desirable to vest,
perfect, or confirm of record in the Company the title to any property or rights of the MLP, or
otherwise to carry out the provisions hereof, the proper officers and directors of MGP
immediately prior to the Effective Date shall, on behalf of the MLP, execute
§7.603PROXY STATEMENTS: STRATEGY & FORMS
7-894 © 1996 Jefren Publishing Company, Inc.
and deliver any and all proper deeds, assignments and assurances in law, and do all things
necessary or proper to vest, perfect, or confirm title to such property or rights in the Company
and otherwise to carry out the provisions hereof.
