<Page>

                                                                    EXHIBIT 10.3

================================================================================


                                OMNIBUS AGREEMENT

                                      AMONG

                              K-SEA INVESTORS L.P.,

                          NEW K-SEA TRANSPORTATION LLC,

                            K-SEA ACQUISITION CORP.,

                              NEW EW HOLDING CORP.,

                         NEW K-SEA TRANSPORTATION CORP.,

                           K-SEA GENERAL PARTNER L.P.,

                          K-SEA GENERAL PARTNER GP LLC,

                       K-SEA TRANSPORTATION PARTNERS L.P.,

                                K-SEA OLP GP, LLC

                                       AND

                        K-SEA OPERATING PARTNERSHIP L.P.


================================================================================

<Page>

                                TABLE OF CONTENTS

<Table>
<S>                                                                             <C>
ARTICLE I DEFINITIONS ...........................................................3
     Section 1.1    Definitions .................................................3

ARTICLE II NONCOMPETITION .......................................................6
     Section 2.1    Restricted Businesses .......................................6
     Section 2.2    Scope of Restricted Business Prohibition ....................6
     Section 2.3    Enforcement .................................................7

ARTICLE III INDEMNIFICATION .....................................................7
     Section 3.1    Indemnification by K-Sea Entities ...........................7
     Section 3.2    Indemnification by the Partnership Entities .................8
     Section 3.3    Indemnification Procedures ..................................8

ARTICLE IV REPRESENTATIONS AND WARRANTIES ......................................10
     Section 4.1    Insurance ..................................................10
     Section 4.2    Preservation of Indemnification Claims .....................10
     Section 4.3    Sufficiency of Conveyance ..................................11

ARTICLE V COVENANTS ............................................................11
     Section 5.1    Preservation of Indemnification Claims .....................11
     Section 5.2    Affirmative Covenants of the K-Sea Group ...................11
     Section 5.3    Negative Covenants of the K-Sea Group ......................11
     Section 5.4    Name Change ................................................12
     Section 5.5    Ability to Merge ...........................................12

ARTICLE VI MISCELLANEOUS .......................................................12
     Section 6.1    Choice of Law; Submission to Jurisdiction ..................12
     Section 6.2    Notice .....................................................12
     Section 6.3    Entire Agreement; Supersedure ..............................13
     Section 6.4    Effect of Waiver or Consent ................................13
     Section 6.5    Amendment or Modification ..................................13
     Section 6.6    Assignment .................................................13
     Section 6.7    Counterparts ...............................................14
     Section 6.8    Severability ...............................................14
     Section 6.9    Gender, Parts, Articles and Sections .......................14
     Section 6.10   Further Assurances .........................................14
     Section 6.11   No Rights of Limited Partners, Assignees, and Third Parties 14
</Table>

                                        i
<Page>

                                OMNIBUS AGREEMENT

     THIS OMNIBUS AGREEMENT (this "Agreement") is entered into on, and effective
as of, the Closing Date (as defined herein) by and among K-Sea Investors L.P., a
Delaware limited partnership ("K-Sea Investors"), New K-Sea Transportation LLC,
a Delaware limited liability company ("KST"), K-Sea Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of KST ("KSA"), New EW Holding
Corp., a Delaware corporation and wholly owned subsidiary of KSA ("EWH"), New
K-Sea Transportation Corp., a Delaware corporation and wholly owned subsidiary
of EWH ("K-Sea Corp." and, together with KST, KSA and EWH, the "K-Sea Group"),
K-Sea Transportation Partners L.P., a Delaware limited partnership (the
"Partnership"), K-Sea General Partner L.P., a Delaware limited partnership
(including any permitted successors and assigns under the Partnership Agreement
(as defined herein), the "General Partner"), for itself and on behalf of the
Partnership in its capacity as general partner of the Partnership, K-Sea General
Partner GP LLC, a Delaware limited liability company ("K-Sea GP"), for itself
and on behalf of the General Partner in its capacity as general partner of the
General Partner, K-Sea Operating Partnership L.P., a Delaware limited
partnership (the "Operating Partnership"), and K-Sea OLP GP, LLC, a Delaware
limited liability company (including any permitted successors and assigns under
the OLP Agreement (as defined herein), the "OLP GP") for itself and on behalf of
the Operating Partnership in its capacity as the general partner of the
Operating Partnership.

                             PRELIMINARY STATEMENTS

          1.   The parties desire by their execution of this Agreement to
evidence their understanding, as more fully set forth in Article II, with
respect to certain noncompetition obligations on the part of the K-Sea Entities
(as defined herein).

          2.   The parties desire by their execution of this Agreement to
evidence their understanding, as more fully set forth in Article III, with
respect to certain indemnification obligations of the parties to each other.

          3.   The members of the K-Sea Group and K-Sea Investors desire by
their execution of this Agreement to make certain representations and warranties
to the Partnership Entities (as defined herein), as more fully set forth in
Article IV, regarding insurance, indemnities and the sufficiency of the transfer
of the Conveyed Assets (as defined herein).

          4.   The members of the K-Sea Group and K-Sea Investors desire by
their execution of this Agreement to covenant to take and refrain from taking
certain actions, as more fully set forth in Article V, to ensure the separate
identity of the Partnership Entities from the K-Sea Group and K-Sea Investors.

                                    AGREEMENT

          In consideration of the mutual promises contained herein, the benefits
to be derived by each party hereunder and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                        2
<Page>

                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.1    DEFINITIONS. Capitalized terms used in this Agreement shall
have the respective meanings set forth below or elsewhere in this Agreement, as
the case may be:

          "Action" means any action, suit, proceeding, condemnation,
     investigation, inquiry or audit by or before any court or other
     Governmental Authority, whether of a civil, criminal, administrative,
     investigative or private nature, or any arbitration proceeding or
     alternative dispute resolution procedure.

          "Affiliate" shall have the meaning ascribed to such term in the
     Partnership Agreement.

          "Agreement" means this Omnibus Agreement, as amended, modified or
     supplemented from time to time in accordance with the terms hereof.

          "Assignee" shall have the meaning ascribed to such term in the
     Partnership Agreement.

          "Closing Date" means January 14, 2004.

          "Contribution Agreement" shall have the meaning ascribed to such term
     in the Partnership Agreement.

          "Common Units" shall have the meaning ascribed to such term in the
     Partnership Agreement.

          "Conflicts Committee" shall have the meaning ascribed to such term in
     the Partnership Agreement.

          "control" means the possession, directly or indirectly, of the power
     to direct or cause the direction of the management and policies of a
     Person, whether through ownership of voting securities, by contract or
     otherwise.

          "Conveyed Assets" shall have the meaning ascribed to such term in the
     Contribution Agreement.

          "Covered Injuries" means any injury caused or alleged to be caused by
     exposure to asbestos or secondary or passive smoke.

          "Environmental Laws" means all federal, state, and local laws,
     statutes, rules, regulations, orders, permits, judgments and ordinances,
     relating to protection of health, safety, natural resources, or the
     environment including, without limitation, the Oil Pollution Act of 1990,
     the Comprehensive Environmental Response, Compensation and Liability Act of
     1980, the Superfund Amendments and Reauthorization Act of 1986, the Solid
     Waste Disposal Act, the Resource Conservation and Recovery Act of 1976, the
     Clean Air Act, the Federal Water Pollution Control Act, the Toxic
     Substances Control

                                        3
<Page>

     Act, the Hazardous Materials Transportation Act, the Clean Water Act, the
     Safe Drinking Water Act of 1974, the Endangered Species Act of 1973, the
     Marine Mammal Protection Act of 1972, the National Environmental Policy
     Act of 1969, the Emergency Planning and Community Right-to-Know Act of
     1986, the Occupational Safety and Health Act of 1970, and 46 U.S.C.
     Sections 3301, et seq., and regulations promulgated thereunder, each as in
     effect on the Closing Date.

          "Environmental and Toxic Tort Losses" means all Losses (other than
     Special Toxic Tort Losses) suffered or incurred by reason of or arising out
     of any violation or correction of violation of Environmental Laws,
     including, without limitation, (i) the presence of Hazardous Substances on,
     under, about or migrating to or from the Conveyed Assets, (ii) the disposal
     or release of Hazardous Substances generated by operation of the Conveyed
     Assets, (iii) the cost and expense of any investigation, assessment,
     evaluation, monitoring, containment, cleanup, repair, restoration,
     remediation or other corrective action required or necessary under
     Environmental Laws, (iv) the cost or expense of the preparation and
     implementation of any closure, remedial or corrective action or other plans
     required or necessary under Environmental Laws and (v) the cost and expense
     for any environmental or toxic tort pre-trial, trial or appellate legal or
     litigation support work.

          "Governmental Authority" means (i) the United States of America, (ii)
     any state, province, county, municipality or other governmental subdivision
     within the United States of America, (iii) any court or any governmental
     department, commission, board, bureau, agency or other instrumentality of
     the United States of America, or of any state, province, county,
     municipality or other governmental subdivision within the United States of
     America, and (iv) any arbitration tribunal having jurisdiction over any
     member of the K-Sea Entities or any of the Partnership Entities.

          "Hazardous Substance" means any substance that is designated, defined,
     or classified as a hazardous waste, solid waste, hazardous material,
     pollutant, contaminant, or toxic or hazardous substance, or that is
     otherwise regulated under any Environmental Law, including, without
     limitation, any hazardous substance as defined under the Comprehensive
     Environmental Response, Compensation, and Liability Act of 1980, oil as
     defined under the Oil Pollution Act of 1990, natural gas, and
     asbestos-containing materials.

          "Insurance Policy" means the protection and indemnity insurance
     policies issued to any member of the K-Sea Group by The West of England
     Shipowners Mutual Insurance Association (Luxembourg) prior to the Closing
     Date.

          "K-Sea Entities" means K-Sea Investors, each member of the K-Sea Group
     and their respective direct and indirect Subsidiaries, other than the
     Partnership Entities.

          "K-Sea Entity" means any of the K-Sea Entities.

          "Limited Partner" shall have the meaning ascribed to such term in the
     Partnership Agreement.

                                        4
<Page>

          "Losses" means any losses, damages, liabilities, claims, demands,
     causes of action, judgments, settlements, fines, penalties, costs, and
     expenses (including, without limitation, court costs and reasonable
     attorney's fees and expert's fees) of any and every kind or character.

          "Offering" means the issuance and sale of 3,625,000 Common Units
     (4,165,000 Common Units if the Over-Allotment Option is exercised) offered
     to the public by the Partnership as described in the Registration
     Statement.

          "OLP Agreement" means the Amended and Restated Agreement of
     Partnership of the Operating Partnership, dated as of the Closing Date, as
     such agreement is in effect on the Closing Date, to which reference is
     hereby made for all purposes of this Agreement. No amendment or
     modifications to the OLP Agreement subsequent to the Closing Date shall be
     given effect for purpose of this Agreement unless consented to by each of
     the parties to this Agreement.

          "Over-Allotment Option" shall have the meaning ascribed to such term
     in the Partnership Agreement.

          "Partnership Agreement" means the Second Amended and Restated
     Agreement of Partnership of the Partnership, dated as of the Closing Date,
     as such agreement is in effect on the Closing Date, to which reference is
     hereby made for all purposes of this Agreement. No amendment or
     modification to the Partnership Agreement subsequent to the Closing Date
     shall be given effect for the purposes of this Agreement unless consented
     to by each of the parties to this Agreement.

          "Partnership Entities" means K-Sea GP, the General Partner and each
     member of the Partnership Group.

          "Partnership Entity" means any of the Partnership Entities.

          "Partnership Group" means the Partnership, the OLP GP, the Operating
     Partnership and any Subsidiary of any such Person.

          "Person" shall have the meaning ascribed to such term in the
     Partnership Agreement.

          "Predecessor Companies" means each member of the K-Sea Group and their
     respective predecessors, A & C Ship Fueling Corp., A & C Shipfueling Corp.,
     Eklof Marine Corp., Gowanus Marine Corp., Narrows Tanker Corp., South Bay
     Fuel Transportation and any controlled Affiliate of the foregoing.

          "Registration Statement" shall have the meaning ascribed to such term
     in the Partnership Agreement.

          "Retained Assets" shall have the meaning ascribed to such term in the
     Contribution Agreement.

                                        5
<Page>

          "Retained Liabilities" means EWH Retained Liabilities, the KST Corp
     Retained Liabilities and the KST LLC Retained Liabilities, in each case as
     such terms are defined in the Contribution Agreement.

          "RFFA" means the Restated Title XI Reserve Fund and Financial
     Agreement, No. MA-13784, dated the Closing Date, by and among the
     Partnership, Operating Partnership and the United States of America,
     represented by the Secretary of Transportation, acting by and through the
     Maritime Administrator pursuant to Title XI of the Merchant Marine Act of
     1936, as such may be amended from time to time.

          "Section 7704(d)" means Section 7704(d) of the Internal Revenue Code
     of 1986, as amended, and any successor provision thereto.

          "Special Toxic Tort Losses" means all Losses suffered or incurred by
     reason of or arising out of any past, current or future Action initiated by
     or on behalf of any Person, including, without limitation, any current,
     retired or deceased seaman or contractor, seeking any damages for Covered
     Injuries attributable to events or conditions that occurred or existed, or
     that are alleged to have occurred or existed, prior to the Closing Date
     aboard vessels or on any premises at any time owned, leased or otherwise
     operated by any of the Predecessor Companies.

          "Special Toxic Tort Matters" shall have the meaning ascribed to such
     term in the Contribution Agreement.

          "Subsidiary" shall have the meaning ascribed to such term in the
     Partnership Agreement.

                                   ARTICLE II
                                 NONCOMPETITION

     SECTION 2.1    RESTRICTED BUSINESSES. For as long as (i) K-Sea GP (or
any Affiliate of the K-Sea Entities) is the general partner of the General
Partner and (ii) the General Partner (or any Affiliate of the K-Sea Entities) is
the general partner of the Partnership, each of the K-Sea Entities shall be
prohibited from engaging (whether directly or through the acquisition of equity
or debt interests in any Person) in the business of providing refined petroleum
product marine transportation, distribution and logistics services in any state
or territory of the United States to the extent such business, at the time such
business is first proposed to be engaged in by any such K-Sea Entity, generates
"qualifying income" within the meaning of Section 7704(d) (a "Restricted
Business"). Notwithstanding the foregoing, a K-Sea Entity may own and/or operate
any of the Retained Assets (including replacements of and modifications or
additions to the Retained Assets).

     SECTION 2.2    SCOPE OF RESTRICTED BUSINESS PROHIBITION. Except as provided
in this Article II and the Partnership Agreement, each K-Sea Entity shall be
free to engage (whether directly or through the acquisition of equity or debt
interests in any Person) in any business activity whatsoever, including those
that may be in direct competition with any of the Partnership Entities.

                                        6
<Page>

     SECTION 2.3    ENFORCEMENT. Each K-Sea Entity acknowledges and agrees that
the Partnership Entities do not have an adequate remedy at law for the breach by
the K-Sea Entity of the covenants or agreements set forth in this Article II,
and that any breach by any K-Sea Entity of the covenants or agreements set forth
in this Article II would result in irreparable injury to the Partnership
Entities. Each K-Sea Entity further acknowledges and agrees that any Partnership
Entity may, in addition to the other remedies that may be available to the
Partnership Entities, file a suit in equity to enjoin any K-Sea Entity from such
breach, and each K-Sea Entity consents to the issuance of injunctive relief
under this Agreement.

                                   ARTICLE III
                                 INDEMNIFICATION

     SECTION 3.1    INDEMNIFICATION BY K-SEA ENTITIES.

          (a)       Subject to the other provisions of this Section 3.1 and to
the provisions of Sections 3.2 and 3.3, the K-Sea Entities shall, jointly and
severally, indemnify, defend and hold harmless the Partnership Entities:

          (i)       for a period of ten years after the Closing Date, from and
against any Special Toxic Tort Losses;

          (ii)      for a period of five years after the Closing Date, from and
against any Environmental and Toxic Tort Losses attributable to, arising out of
or relating to the ownership or operation of the Conveyed Assets prior to the
Closing Date;

          (iii)     from and against any Losses suffered or incurred by reason
or arising out of or otherwise relating to:

                    (A)  the failure of the Partnership Entities to be the owner
     of such valid leasehold interests or fee ownership interests in and to the
     Conveyed Assets as are necessary to enable the Partnership Entities to
     continue to own and operate the Conveyed Assets in substantially the same
     manner that the Conveyed Assets were owned and operated by the K-Sea
     Entities during the one-year period immediately prior to the Closing Date
     to the extent that the K-Sea Entities are notified of any of the foregoing
     within four years after the Closing Date; and

                    (B)  the failure of the Partnership Entities to have on the
     Closing Date any consent or governmental permit necessary to allow the
     Partnership Entities to own or operate the Conveyed Assets in substantially
     the same manner that the Conveyed Assets were owned and operated by the
     K-Sea Entities during the one-year period immediately prior to the Closing
     Date to the extent that the K-Sea Entities are notified of any of the
     foregoing within three years after the Closing Date;

                    (C)  any events or conditions attributable to or associated
     with the ownership or operation of the Retained Assets, whether occurring
     before or after the Closing Date;

                                        7
<Page>

                    (D)  any Retained Liabilities (excluding for purposes of
     this clause (D) any Special Toxic Tort Matters); and

                    (E)  all federal, state and local income tax liabilities
     attributable to the operation of the Conveyed Assets prior to the Closing
     Date, including any such income tax liabilities of the K-Sea Entities that
     may result from the consummation of the formation transactions contemplated
     by the Contribution Agreement.

          (b)       The aggregate liability of the K-Sea Entities under
Section 3.1(a)(i) and 3.1(a)(ii), collectively, shall not exceed $10 million.

          (c)       Notwithstanding anything in this Agreement to the
contrary, all liabilities and obligations of the K-Sea Entities hereunder shall
be non-recourse against any partner (including any limited partner or general
partner), stockholder, member, other owner, officer, director or employee of any
of the K-Sea Entities, other than the K-Sea Entities in their capacities as
such. In that connection, no such partner, stockholder, member, other owner,
officer, director or employee shall be bound by this Agreement, or be obligated
by virtue of this Agreement or the obligations of any party created hereunder
to:

          (i)       provide funds to any of the K-Sea Entities, whether by
contributions to capital, loans, return of monies, securities or other property;
or

          (ii)      assume any liabilities of any of the K-Sea Entities.

          (d)       Notwithstanding anything in this Agreement to the contrary,
none of K-Sea Entities or their respective Affiliates shall be liable to, or for
any obligation of, any Partnership Entity except as expressly set forth in
Section 3.1(a) of this Agreement or in the Contribution Agreement.

     SECTION 3.2    INDEMNIFICATION BY THE PARTNERSHIP ENTITIES. Subject to the
limitations contained in the RFFA, the Partnership Entities shall, jointly and
severally, indemnify, defend and hold harmless the K-Sea Entities from and
against all Losses suffered or incurred by any of the K-Sea Entities arising out
of or relating to the Conveyed Assets, except with respect to (i) matters for
which the Partnership Entities are entitled to indemnification therefor under
Section 3.1 (without regard to any limitations as to time) and (ii) for purposes
of clarification, any Losses relating to violations or alleged violations of
securities laws in connection with the Offering. Notwithstanding anything in
this Agreement to the contrary, all liabilities and obligations of the
Partnership Entities hereunder shall be non-recourse against any partner of the
Partnership in their capacities as such.

     SECTION 3.3    INDEMNIFICATION PROCEDURES.

          (a)       As used in this Section 3.3: the term "Indemnifying Party"
refers to the K-Sea Entities, in the case of any indemnification obligation
arising under Section 3.1, and to the Partnership Entities, in the case of any
indemnification obligation arising under Section 3.2; and the term "Indemnified
Party" refers to the Partnership Entities, in the case of any indemnification
obligation arising under Section 3.1, and to the K-Sea Entities, in the case of
any indemnification obligation arising under Section 3.2.

                                        8
<Page>

          (b)       The Indemnified Party agrees that within a reasonable period
of time after it becomes aware of facts giving rise to a claim for
indemnification under this Article III, it will provide notice thereof in
writing to the Indemnifying Party, specifying the nature of and specific basis
for such claim.

          (c)       The Indemnifying Party shall have the right to control, at
its sole cost and expense, all aspects of the defense of (and any counterclaims
with respect to) any claims brought against the Indemnified Party that are
covered by the indemnification under this Article III, including, without
limitation, the selection of counsel, determination of whether to appeal any
decision of any Governmental Authority and the settling of any such matter or
any issues relating thereto; PROVIDED, HOWEVER, that no such settlement shall be
entered into without the consent of the Indemnified Party (which consent shall
not be unreasonably withheld) unless it includes a full release of the
Indemnified Party from such matter or issues, as the case may be.

          (d)       The Indemnified Party agrees to cooperate fully with the
Indemnifying Party, with respect to (i) its pursuit of insurance coverage or
recoveries with respect to the claims covered by the indemnification under this
Article III and (ii) all aspects of the defense of any claims covered by the
indemnification under this Article III, including, without limitation, the
prompt furnishing to the Indemnifying Party of any correspondence or other
notice relating thereto that the Indemnified Party may receive, permitting the
name of the Indemnified Party to be utilized in connection with such defense,
the making available to the Indemnifying Party of any files, records or other
information of the Indemnified Party that the Indemnifying Party considers
relevant to such defense and the making available to the Indemnifying Party of
any employees of the Indemnified Party; PROVIDED, HOWEVER, that in connection
therewith the Indemnifying Party agrees to use reasonable efforts to minimize
the impact thereof on the operations of the Indemnified Party and further agrees
to maintain the confidentiality of all files, records, and other information
furnished by the Indemnified Party pursuant to this Section 3.3. In no event
shall the obligation of the Indemnified Party to cooperate with the Indemnifying
Party as set forth in the immediately preceding sentence be construed as
imposing upon the Indemnified Party an obligation to hire and pay for counsel in
connection with the defense of any claims covered by the indemnification set
forth in this Article III; PROVIDED, HOWEVER, that the Indemnified Party may, at
its own option, cost and expense, hire and pay for counsel in connection with
any such defense. The Indemnifying Party agrees to keep any such counsel hired
by the Indemnified Party informed as to the status of any such defense, but the
Indemnifying Party shall have the right to retain sole control over such
defense.

          (e)       In determining the amount of any Loss for which the
Indemnified Party is entitled to indemnification under this Agreement, the gross
amount of the indemnification will be reduced by (i) any insurance proceeds
realized or to be realized by the Indemnified Party, and such correlative
insurance benefit shall be net of any incremental insurance premium that becomes
due and payable by the Indemnified Party as a result of such claim and (ii) all
amounts recovered or recoverable by the Indemnified Party under contractual
indemnities from third Persons (together, the "Collateral Sources"). Each
Indemnified Party agrees to use its good faith, reasonable best efforts at all
times to seek recovery from Collateral Sources. If payment is not received by
the Indemnified Party from Collateral Sources within 365 days after the
commencement of the Indemnified Party's good faith, reasonable best efforts to
obtain such payment, then the Indemnified Party shall be entitled to seek
indemnification from the

                                        9
<Page>

Indemnifying Party; provided, the Indemnified Party shall be entitled to seek
indemnification hereunder at any time (i) to the extent any Loss is not
reasonably likely after due investigation to be covered by a Collateral Source
(whether due to a deductible, cap or otherwise) and (ii) if a Collateral Source
is not reasonably expected after due investigation to have sufficient available
net assets to cover such Losses. If, after any advance or payment by an
Indemnifying Party hereunder, the Indemnified Party recovers any amounts from
Collateral Sources with respect to the claim for which an Indemnifying Party has
made payment, the Indemnified Party agrees to promptly refund and repay such
amounts to the Indemnified Party.

          (f)       The date on which written notification of a claim for
indemnification is received by the Indemnifying Party shall determine whether
such claim is timely made within the limitations specified in Section 3.1. No
claim for indemnification pursuant to Section 3.1(a) shall be brought or made
unless, prior to thirty (30) days after the expiration of the applicable time
period set forth in Section 3.1(a)(i), (ii) or (iii), as the case may be, the
Indemnified Party shall have delivered to the Indemnifying Party a good faith
written notice to the effect that the Indemnified Party has incurred Losses
entitled to be indemnified against under Section 3.1(a), which notice specifies
in reasonable detail the amount of such Losses and the nature and basis of such
claim.


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

     The K-Sea Entities, jointly and severally, represent and warrant as of the
date of this Agreement as follows:

     SECTION 4.1    INSURANCE. The Insurance Policy is valid, outstanding and
enforceable and is in full force and effect. None of the members of the K-Sea
Group has received any written notice that a defense will be afforded with
reservation of rights or any written notice of cancellation or any other
indication from the issuer of the Insurance Policy that the Insurance Policy is
no longer in full force and effect or that the issuer of the Insurance Policy is
not willing or able to perform its obligation thereunder.

     SECTION 4.2    PRESERVATION OF INDEMNIFICATION CLAIMS. To the extent that
such rights exist or are available to any of the members of the K-Sea Group with
respect to Environmental and Toxic Tort Losses or Special Toxic Tort Losses, no
K-Sea Entity has expressly waived any material rights to indemnification and
other relief under (a) the Purchase Agreement by and among K-Sea Transportation
LLC, a Delaware limited liability company, KSA, EW Holding Corp., a New York
corporation ("Old EWH"), and certain stockholders and subsidiaries of Old EWH,
dated as of March 18, 1999 (the "EW Holding Indemnity Agreement"), (b) the
Contract of Sale and Purchase of Vessels by and between Maritrans Operating
Partners L.P. and K-Sea Transportation LLC, a Delaware limited liability
company, dated as of October 11, 1999 (the "Maritrans Indemnity Agreement"), and
(c) any other agreement entered into in connection with the acquisition or
disposition of assets of any member of the K-Sea Group.

                                       10
<Page>

     SECTION 4.3    SUFFICIENCY OF CONVEYANCE.

          (a)       Each of the members of the K-Sea Group is solvent on the
date hereof, and, after diligent analysis of its business, its management
reasonably believes that after giving effect to the transfer of the Conveyed
Assets in exchange for an aggregate of 665,000 Common Units and 4,165,000
Subordinated Units, (i) the fair value of its assets will exceed its
liabilities, (ii) the present fair value of its assets will be greater than the
probable liability on its existing debts as such debts become absolute and
mature, (iii) it will not be rendered insolvent by the transactions contemplated
by this Agreement, the Contribution Agreement and the Registration Statement,
and (iv) it will not be left with an unreasonably small amount of capital with
which to engage in its business.

          (b)       The transfer of the Conveyed Assets as contemplated in the
Contribution Agreement was for reasonably equivalent value and fair market value
(satisfying in each case the requirements under applicable law for "reasonably
equivalent value" and "fair market value") and not with the intent of hindering,
delaying or defrauding the creditors of the K-Sea Group.

          (c)       As of the date hereof, none of the members of the K-Sea
Group contemplates the commencement of insolvency, bankruptcy, liquidation or
consolidation proceedings or the appointment of a receiver, liquidator,
conservator, trustee or similar official in respect of such entity or any of its
respective assets.

                                    ARTICLE V
                                    COVENANTS

     SECTION 5.1    PRESERVATION OF INDEMNIFICATION CLAIMS. From the Closing
Date for a period of ten years, no member of the K-Sea Group shall expressly
waive any material rights to indemnification and other relief under the EW
Holding Indemnity Agreement or the Maritrans Indemnity Agreement without the
approval of the Conflicts Committee.

     SECTION 5.2    AFFIRMATIVE COVENANTS OF THE K-SEA GROUP. From the Closing
Date for a period of ten years, each member of the K-Sea Group shall:

          (a)       maintain its assets in such a manner that it is not
difficult to segregate, ascertain or identify such assets from those of any of
the Partnership Entities;

          (b)       maintain its records and books of account separate from
those of the Partnership Entities;

          (c)       abide by all requisite corporate, partnership or limited
liability company, as applicable, formalities in dealings with the Partnership
Entities; and

          (d)       hold itself out as a separate entity, distinct from each of
the Partnership Entities.

     SECTION 5.3    NEGATIVE COVENANTS OF THE K-SEA GROUP. From the Closing Date
for a period of ten years, each member of the K-Sea Group shall ensure that no
member of the K-Sea Group shall:

                                       11
<Page>

          (a)       commingle or pool its funds or other assets with those of
any of the Partnership Entities;

          (b)       refer to any of the Partnership Entities as one of its
divisions or departments;

          (c)       mislead others as to its separate identity from the
Partnership Entities; or

          (d)       merge or consolidate or combine itself with any of the
Partnership Entities.

     SECTION 5.4    NAME CHANGE. Within 60 days after the Closing Date, each
K-Sea Entity shall change its name to a name that does not include "K-Sea" or
any similar phrase.

     SECTION 5.5    ABILITY TO MERGE. Nothing in this Agreement shall be
interpreted so as to prohibit, limit or otherwise restrict any of the K-Sea
Entities from merging, consolidating or otherwise combining with any other K-Sea
Entity.

                                   ARTICLE VI
                                  MISCELLANEOUS

     SECTION 6.1    CHOICE OF LAW; SUBMISSION TO JURISDICTION. This Agreement
shall be subject to and governed by the laws of the State of Delaware, excluding
any conflicts-of-law rule or principle that might refer the construction or
interpretation of this Agreement to the laws of another state. Each party hereby
submits to the jurisdiction of the state and federal courts in the State of New
York and to venue in New York, New York.

     SECTION 6.2    NOTICE. All notices or requests or consents provided for or
permitted to be given pursuant to this Agreement must be in writing and must be
given by depositing same in the United States mail, addressed to the Person to
be notified, postpaid, and registered or certified with return receipt requested
or by delivering such notice in person or by telecopier or telegram to such
party. Notice given by personal delivery or mail shall be effective upon actual
receipt. Notice given by telegram or telecopier shall be effective upon actual
receipt if received during the recipient's normal business hours, or at the
beginning of the recipient's next business day after receipt if not received
during the recipient's normal business hours. All notices to be sent to a party
pursuant to this Agreement shall be sent to or made at the address set forth
below, or at such other address as such party may stipulate to the other parties
in the manner provided in this Section 6.2:

     IF TO ANY K-SEA ENTITY, TO:

     c/o K-Sea Investors L.P.
     Jefferies Capital Partners
     520 Madison Avenue, 12th Floor
     New York, New York 10022
     Facsimile: (212) 284-1717
     Attention: Brian P. Friedman

                                       12
<Page>

     with a copy (which shall not constitute notice) to:
     Dechert
     4000 Bell Atlantic Tower
     Philadelphia, Pennsylvania 19103
     Facsimile: (215) 994-2222
     Attention:   Carmen J. Romano

     IF TO ANY PARTNERSHIP ENTITY, TO:

     c/o K-Sea General Partner L.P.
     3245 Richmond Terrace
     Staten Island, New York 10303
     Facsimile: (718) 815-4650
     Attention:   Timothy J. Casey

     with a copy (which shall not constitute notice) to:

     Baker Botts L.L.P.
     910 Louisiana Street
     Houston, Texas 77002
     Facsimile: (713) 229-1522
     Attention:   Joshua Davidson

     SECTION 6.3    ENTIRE AGREEMENT; SUPERSEDURE. This Agreement constitutes
the entire agreement of the parties relating to the matters contained herein,
superseding all prior contracts or agreements, whether oral or written, relating
to the matters contained herein.

     SECTION 6.4    EFFECT OF WAIVER OR CONSENT. No waiver or consent, express
or implied, by any party to or of any breach or default by any Person in the
performance by such Person of its obligations hereunder shall be deemed or
construed to be a consent or waiver to or of any other breach or default in the
performance by such Person of the same or any other obligations of such Person
hereunder. Failure on the part of a party to complain of any act of any Person
or to declare any Person in default, irrespective of how long such failure
continues, shall not constitute a waiver by such party of its rights hereunder
until the applicable statute of limitations period has run.

     SECTION 6.5    AMENDMENT OR MODIFICATION. This Agreement may be amended or
modified from time to time only by the written agreement of all the parties
hereto; PROVIDED, HOWEVER, that the Partnership may not, without the prior
approval of the Conflicts Committee, agree to any amendment or modification of
this Agreement that, in the reasonable discretion of the General Partner, will
adversely affect the holders of Common Units. Each such instrument shall be
reduced to writing and shall be designated on its face an "Amendment" or an
"Addendum" to this Agreement.

     SECTION 6.6    ASSIGNMENT. No party shall have the right to assign its
rights or obligations under this Agreement without the consent of the other
parties hereto. Any assignment in contravention of this Section shall be null
and void and of no force and effect.

                                       13
<Page>

     SECTION 6.7    COUNTERPARTS. This Agreement may be executed in any number
of counterparts with the same effect as if all signatory parties had signed the
same document. All counterparts shall be construed together and shall constitute
one and the same instrument.

     SECTION 6.8    SEVERABILITY. If any provision of this Agreement or the
application thereof to any person or circumstance shall be held invalid or
unenforceable to any extent, the remainder of this agreement and the application
of such provision to other persons or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.

     SECTION 6.9    GENDER, PARTS, ARTICLES AND SECTIONS. Whenever the context
requires, the gender of all words used in this Agreement shall include the
masculine, feminine and neuter, and the number of all words shall include the
singular and plural. All references to Article numbers and Section numbers refer
to Articles and Sections of this Agreement, unless the context otherwise
requires.

     SECTION 6.10   FURTHER ASSURANCES. In connection with this Agreement and
all transactions contemplated by this Agreement, each signatory party hereto
agrees to execute and deliver such additional documents and instruments and to
perform such additional acts as may be necessary or appropriate to effectuate,
carry out and perform all of the terms, provisions and conditions of this
Agreement and all such transactions.

     SECTION 6.11   NO RIGHTS OF LIMITED PARTNERS, ASSIGNEES, AND THIRD PARTIES.
The provisions of this Agreement are enforceable solely by the parties to this
Agreement, and no Limited Partner, Assignee or other Person shall have the
right, separate and apart from the parties hereto, to enforce any provision of
this Agreement or to compel any party to this Agreement to comply with the terms
of this Agreement.

                            [Signature Pages Follow]

                                       14
<Page>

     IN WITNESS WHEREOF, the parties have executed this Agreement on, and
effective as of, the Closing Date.

                              K-SEA INVESTORS L.P.

                              By: PARK AVENUE TRANSPORTATION, INC.


                                  By: /s/ BRIAN P. FRIEDMAN
                                     -----------------------------
                                     Brian P. Friedman
                                     President

                              NEW K-SEA TRANSPORTATION LLC

                              By: /s/ TIMOTHY J. CASEY
                                 ---------------------------------
                                  Timothy J. Casey
                                  President

                              K-SEA ACQUISITION CORP.


                              By: /s/ TIMOTHY J. CASEY
                                 ---------------------------------
                                  Timothy J. Casey
                                  President

                              NEW EW HOLDING CORP.


                              By: /s/ TIMOTHY J. CASEY
                                 ---------------------------------
                                  Timothy J. Casey
                                  President

                              NEW K-SEA TRANSPORTATION CORP.


                              By: /s/ TIMOTHY J. CASEY
                                 ---------------------------------
                                  Timothy J. Casey
                                  President

                              K-SEA GENERAL PARTNER L.P.

                              By:  K-SEA GENERAL PARTNER GP LLC,
                                   its general partner

                                  By: /s/ TIMOTHY J. CASEY
                                     -------------------------------
                                     Timothy J. Casey
                                     President

                                       15
<Page>

                              K-SEA GENERAL PARTNER GP LLC


                              By: /s/ TIMOTHY J. CASEY
                                 ---------------------------------------
                                  Timothy J. Casey
                                  President

                              K-SEA TRANSPORTATION PARTNERS L.P.

                              By: K-SEA GENERAL PARTNER L.P., its general
                                  partner

                                  By: K-SEA TRANSPORTATION L.P., LLC,


                                        By: /s/ TIMOTHY J. CASEY
                                           -----------------------------
                                           Timothy J. Casey
                                           President

                              K-SEA OLP GP, LLC


                              By: /s/ TIMOTHY J. CASEY
                                 ---------------------------------------
                                  Timothy J. Casey
                                  President

                              K-SEA OPERATING PARTNERSHIP L.P.

                              By: K-SEA OLP GP LLC, its general partner


                                  By: /s/ TIMOTHY J. CASEY
                                      ----------------------------------
                                      Timothy J. Casey
                                      President

                                       16