Exhibit
10.13  AMENDMENT NO. 4
TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND
AMENDMENT TO AMENDMENT LETTER RE COVENANTS 7.01 AND 7.03  AMENDMENT NO. 4 TO LOAN AND
SECURITY AGREEMENT AND AMENDMENT TO AMENDMENT LETTER RE COVENANTS 7.01 AND 7.03(this Amendment), dated as of
August 31, 2010, by and among K-SEA OPERATING
PARTNERSHIP L.P. (Borrower),
the several financial institutions party hereto (the Lenders),
KEYBANK NATIONAL ASSOCIATION, as
Administrative Agent for the Lenders (in such capacity, the Administrative Agent) and as
collateral trustee for the Lenders, BANK OF AMERICA, N.A.,
as successor to LaSalle Bank, National Association and CITIBANK,
N.A., as Co-Syndication Agents, and CITIZENS
BANK OF PENNSYLVANIA and HSBC BANK USA, NATIONAL
ASSOCIATION, as Co-Documentation Agents.  RECITALS  A.            Borrower,
the Lenders, the Co-Syndication Agents, the Co-Documentation Agents and the
Administrative Agent are parties to an Amended and Restated Loan and Security
Agreement, dated as of August 14, 2007 (as heretofore amended and
supplemented, and as it may be further amended, restated, supplemented or
otherwise modified from time to time, the Loan Agreement).
Borrower, the Required Lenders and the Administrative Agent are parties to the
Amendment Letter Re Covenants 7.01 and 7.03, dated as of June 30, 2010 (as
heretofore amended and supplemented, and as it may be further amended,
restated, supplemented or otherwise modified from time to time, the Letter). Unless otherwise defined
herein, all capitalized terms used herein or in the Acknowledgement and Consent
annexed hereto shall have the meanings ascribed to them in the Loan Agreement.  B.            Borrower
has requested that the Administrative Agent and the Lenders amend the Loan
Agreement in certain respects and to extend the Period as such term is
defined in the Letter.  C.            The
Administrative Agent has advised Borrower that the Lenders party hereto are
willing to agree to its requests to amend the Loan Agreement and the Letter on
the terms and subject to the conditions set forth in this Amendment.  Accordingly, in consideration of the foregoing, the
parties hereto hereby agree as follows:  1.CHANGE
IN TRANCHE A COMMITMENTS.  (a)           Tranche A Commitments.
From and after the Amendment No. 4 Effective Date, the Tranche A
Commitment of each Tranche A Lender shall be the amount set forth opposite such
Tranche A Lenders name on Schedule 2.01 to the Loan Agreement (as amended
hereby and attached hereto as Exhibit A)
under the caption Tranche A Commitment as such amount may be reduced pursuant
to the terms of the Loan Agreement, and such amount (if changed) shall
supersede and be deemed to amend the amount of such Tranche A Lenders Tranche
A Commitment as set forth on Schedule 2.01 to the Loan Agreement as in effect
immediately prior to the Amendment No. 4 Effective Date.


(b)           Adjustment of Outstanding
Loans. If any Tranche A Loans are outstanding under the Loan
Agreement on the Amendment No. 4 Effective Date, the Tranche A Lenders
shall on the Amendment No. 4 Effective Date, at the direction of the
Administrative Agent, make appropriate adjustments among themselves in order to
insure that the amount (and type) of the Tranche A Loans outstanding to
Borrower from each Tranche A Lender under the Loan Agreement (as of the
Amendment No. 4 Effective Date) are proportionate to the aggregate amount
of all of the Tranche A Commitments, after giving effect to the decrease in the
Tranche A Maximum Amount and decrease in the amount of the Tranche A
Commitments of each of the Tranche A Lenders. Borrower agrees and consents to
the terms of this Section 1(b).  (c)           To the extent that, after giving effect to the decrease in
the Tranche A Maximum Amount and decrease in the amount of the Tranche A
Commitments of each of the Tranche A Lenders, the sum of the Tranche A Credit
Exposures exceeds the Total Tranche A Commitments, Borrower shall, on the
Amendment No. 4 Effective Date, prepay the Tranche A Loans in an amount
sufficient to eliminate such excess.  2.             AMENDMENTS TO LOAN AGREEMENT.  (a)           Additional Definitions.
Section 1.01 of the Loan Agreement is hereby amended by adding the
following new definitions in the appropriate alphabetical order:  2010
Equity Issuance means the purchase of newly issued limited
partnership units in K-Sea by KA First Reserve, LLC such that the gross
proceeds received by K-Sea is not less than $85,000,000.  Amendment
No. 4 means Amendment No. 4 to Amended and Restated
Loan and Security Agreement, dated as of August 31, 2010, among Borrower,
the Lenders party thereto and the Administrative Agent.  Amendment
No. 4 Effective Date means the date on which all the
conditions to effectiveness contained in Section 3 of the Amendment
No. 4 have been met.  Approved Fund
means a fund that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit and that is
administered or managed by a Lender or an Affiliate of a Lender.  Eligible Assignee
means (i) a Lender, (ii) a United States Affiliate of a Lender or an
Approved Fund, and (iii) any other commercial bank, finance company,
insurance company or other financial institution having a long-term unsecured
debt rating or issuer credit rating, as the case may be, from Moodys Investor
Services, Inc.s of at least Baal or Standard & Poors Ratings
Services, a division of The McGraw-Hill Companies, Inc., of at least BBB+
or its equivalent, in each case to the extent approved by the Administrative
Agent; provided, however, that neither Borrower nor an Affiliate of a Borrower
shall qualify as an Eligible Assignee. Notwithstanding the foregoing, the
definition of Eligible Assignee shall not include any Person that is either a
direct competitor of the Borrower and its Subsidiaries or any Person that
directly or indirectly owns or controls 10% or more of any class of the voting
or other equity interests of a direct competitor of the Borrower and its
Subsidiaries.  2


Financial Consultant means
MorrisAnderson, or such other financial consultant that the Administrative
Agent designates from time to time.  Growth
CAPEX means Capital Expenditures the proceeds of which shall be
used for the acquisition or construction of vessels.  Improvement CAPEX means all
Capital Expenditures other than those that constitute either Growth CAPEX or
Maintenance CAPEX.  May 2010 Budget means that
certain operating budget delivered by the Borrower to the Administrative Agent
on May 14, 2010.  Nigerian
Vessel Sale means that certain sale of the following vessels:  DBL 70 with an official number of 540401; DBL 53 with an official number of 500121; Baltic Sea with an official number of 551908; and Coral Sea with an official number of 550670;  pursuant to the terms and
conditions of that certain Consent, which if approved by all Lenders, shall
include the requirement that the Borrower uses 100% of the net proceeds to
partially prepay the Loans. For the avoidance of doubt, such partial repayment
shall not reduce the Tranche A Commitments.  Unfunded
Growth CAPEX means Growth CAPEX that is provided from either
(i) operating cash flow of the Borrower or any of its Subsidiaries or
(ii) from any proceeds of the Loans. Such term shall not include Growth
CAPEX that is funded from debt (other than debt associated with the Loans) or
from equity investments that occur after the Amendment No. 4 Effective
Date.  Unfunded
Improvement CAPEX means Improvement CAPEX that is provided from
either (i) operating cash flow of the Borrower or any of its Subsidiaries
or (ii) from any proceeds of the Loans. Such term shall not include
Improvement CAPEX that is funded from debt (other than debt associated with the
Loans) or from equity investments that occur after the Amendment No. 4
Effective Date.  (b)           Amendments to Definitions.  (i)            Applicable Margin.Section 1.01
of the Loan Agreement is hereby amended by deleting the definition of Applicable Margin in its entirety
and substituting the following therefor:  Applicable
Margin means, at all times during the applicable periods set
forth below: (a) with respect to Base Rate Loans, during each period set
forth below, the percentage set forth below under the heading Base Rate  3


Marginwith respect to
such period, (b) with respect to LIBOR Loans, during each period set forth
below, the percentage set forth below under the heading LIBOR Marginwith respect to such period and
(c) with respect to the Commitment Fees, during each period set forth
below, the percentage set forth below under the heading Commitment Fee Marginwith respect to such period:  Period
  
  Applicable
  MarginWhen the
  Total
  Funded Debt to
  EBITDA Ratio
  is greater than
  or equal to
  
  And less
  than
  
  Base Rate
  Margin
  
  LIBOR
  Margin
  
  Commitment
  Fee Margin6.00 to 1.00
  
  
  
  4.750
  %
  5.750
  %
  0.875
  %5.00 to 1.00
  
  6.00 to 1.00
  
  4.250
  %
  5.250
  %
  0.750
  %4.50 to 1.00
  
  5.00 to 1.00
  
  3.750
  %
  4.750
  %
  0.625
  %3.50 to 1.00
  
  4.50 to 1.00
  
  3.250
  %
  4.250
  %
  0.500
  %2.50 to 1.00
  
  3.50 to 1.00
  
  2.750
  %
  3.750
  %
  0.450
  %1.50 to 1.00
  
  2.50 to 1.00
  
  2.250
  %
  3.250
  %
  0.375
  %1.50 to 1.00
  
  1.750
  %
  2.750
  %
  0.375
  %  Provided that commencing on January 1, 2011,
all pricing associated with a ratio in excess of 6.00:1.00 shall increase by
0.500% and shall continue to increase an additional 0.500% for each fiscal
quarter thereafter for each quarter that such ratio exceeds 6.00:1.00.  Changes in the Applicable Margin resulting from a
change in the Total Funded Debt to EBITDA Ratio shall be based upon the
certificate most recently delivered under Section 6.01(b) and shall
become effective on the first day of the month immediately succeeding the date
such certificate is required to be delivered to the Administrative Agent
pursuant to Section 6.01(b). Notwithstanding anything to the contrary in
this definition, (i) during the period commencing on the Amendment
No. 4 Effective Date and ending on the date that the certificate to be
delivered under Section 6.01(b) for the fiscal quarter ending
September 30, 2010 is delivered to the Administrative Agent, the
Applicable Margin shall be determined based on a Total Funded Debt to EBITDA
Ratio of greater than or equal to 5.00 to 1.00 and less than 6.00 to 1.00 and
(ii) if Borrower shall fail to deliver to the Administrative Agent such a
certificate on or prior to any date required by Section 6.01(b), the Total
Funded Debt to EBITDA Ratio shall be deemed to be greater than 6.00 to 1.00
from and including such date to the first day of the month immediately
succeeding the date of delivery to the Administrative Agent of such
certificate.  4


(ii)Asset
Coverage Ratio.Section 1.01 of the Loan Agreement is hereby
amended by deleting the definition of Asset Coverage Ratio in its
entirety and substituting the following therefor:  Asset Coverage Ratiomeans, at all
times, the ratio of the Orderly Liquidation Value of all Pool Vessels that are
part of the Collateral divided by the aggregate Revolving Credit Exposure of
all Lenders.  (iii)EBITDA.Section 1.01 of the Loan Agreement is hereby amended by deleting
the definition of EBITDA in its entirety and
substituting the following therefor:  EBITDAmeans, with respect to any
fiscal period of K-Sea and its consolidated Affiliates, including, without limitation,
Borrower and each Guarantor, on a consolidated basis, the sum of:  (1)the net income (or net loss)
of Borrower (determined in accordance with GAAP) for such fiscal period,
without giving effect to any extraordinary pre-tax gains or losses; plus:  (2)to the extent that any of
the items referred to in any of clauses (i) through (viii) below were
deducted in calculating such net income:  (i)Interest Expense of Borrower
for such fiscal period;  (ii)Federal, state, local and
foreign income tax expenses of Borrower for such fiscal period;  (iii)the amount of all
depreciation and amortization for such fiscal period;  (iv)non-cash stock compensation
incurred during such fiscal period;  (v)non-cash goodwill impairment
charges incurred during such fiscal period;  (vi)other non-cash expenses
incurred during such fiscal period that are acceptable to the Administrative
Agent;  (vii)non-recurring losses in an
aggregate amount not to exceed $1,700,000 incurred in connection with the sale
of real property located at 150 South Main Street, Norfolk, Virginia so long as
such property is sold for a gain of not less than $1,700,000 and such sale
occurs before October 15, 2010;  5


(viii)non-recurring insurance call
cost in an aggregate amount not to exceed $1,029,000 incurred during the fourth
quarter of the 2010 fiscal year;  (ix)non-recurring costs and
expenses, including, but not limited to, the fees and expenses associated with
(i) the Financial Consultant, incurred in connection with this Amendment
No. 4, or (ii) related to the Financial Consultants review as
required under Section 6.23 of this Agreement, or (iii) the 2010
Equity Issuance; and  (x)losses from the sale,
exchange or other disposition of assets incurred during such period; minus  (3)to the extent that any of
the items described in clauses (i) or (ii) below were added in calculating
such net income:  (i)gains from sales, exchanges
and other dispositions of assets not in the ordinary course of business; and  (ii)non-cash gains.  (iv)Liquidity.Section 1.01 of the Loan Agreement is hereby amended by deleting
the definition of Liquidity in its entirety and
substituting the following therefor:  Liquiditymeans, as of any date of
determination, the sum of (a) unrestricted cash of Borrower determined on
a consolidated basis as of such date plus (b)(i) the lesser of
(A) the Tranche A Maximum Amount as of such date and (B) the Orderly
Liquidation Value of the Pool Vessels as of such date divided by 1.50 minus
(ii) the aggregate Tranche A Credit Exposure of all of the Lenders as of
such date.  (v)Permitted
Acquisition.Section 1.01 of the Loan Agreement is hereby
amended by deleting the definition of Permitted Acquisition in its
entirety and substituting the following therefor:  Permitted Acquisitionmeans the
purchase, holding or acquisition of (including pursuant to any merger) any
capital stock or other securities (including any option, warrant or other right
to acquire any of the foregoing) of any other Person, or the purchase or
acquisition of (in one transaction or a series of transactions (including
pursuant to any merger)) any assets of any other Person constituting a business
unit, provided that, (i) at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing,
(ii) such Person or business unit, as the case may be, is in a
substantially related business as Borrower, (iii) Borrower shall have
complied with the provisions of Section 6.18 with respect to such Person,
and (iv) the total amount of consideration for all such Permitted
Acquisitions in any fiscal year plus all amounts expended on Growth CAPEX for
such fiscal year shall not exceed $30,000,000.  6


(vi)Tranche
A Maximum Amount.Section 1.01 of the Loan Agreement is hereby
amended by deleting the definition of Tranche A Maximum Amountin its entirety and substituting the following therefor:  Tranche A
Maximum Amount means, with respect to the Tranche A Facility,
One Hundred Fifteen Million Dollars ($115,000,000.00), as such amount may be
decreased in the aggregate in accordance with Section 2.06.  (vii)Fixed
Charge Coverage Ratio.Section 1.01 of the Loan Agreement is
hereby amended by deleting the definition of Fixed
Charge Coverage Ratio in its entirety and substituting the
following therefor:  Fixed
Charge Coverage Ratio means, at any date of determination, the
ratio of (a) EBITDA less (i) Maintenance CAPEX, (ii) Unfunded
Growth CAPEX in excess of the amounts set forth in the May 2010 Budget,
(iii) Unfunded Improvement CAPEX in excess of the amounts set forth in the
May 2010 Budget and (iv) cash Distributions made in the 2011 fiscal
year and each fiscal year thereafter; divided by the sum of (b) Fixed
Charges, in each case for the four fiscal quarter period ending on such date
or, if such date is not the last day of a fiscal quarter, for the immediately
preceding four fiscal quarter period; provided, that, for any such determination,
(i) EBITDA shall be adjusted to include, for the relevant four fiscal
quarter period, pro forma EBITDA, and (ii) the Fixed Charges shall be
adjusted to include the pro forma interest and debt service expenses associated
with any acquired assets or entities, in an amount reasonably acceptable to the
Administrative Agent respecting any vessel or business acquisition for which
debt service is incurred. Additionally, Fixed Charges shall be adjusted to
include the pro forma reduction of Interest Expense associated with the
prepayment of the Tranche A Loans that was funded by the 2010 Equity Issuance
or any subsequent equity investment. For the purposes of calculating such pro
forma reduction of Interest Expense associated with the 2010 Equity Issuance,
such Interest Expense shall be reduced by $4,748,000 for the twelve month
period ending September 30, 2010, by $3,453,000 for the twelve month
period ending December 31, 2010, by $2,158,000 for the twelve month period
March 31, 2011, and by $863,000 for the twelve month period June 30,
2011.  (viii)Scheduled
Principal Payments.Section 1.01 of the Loan Agreement is hereby
amended by deleting the definition of Scheduled Principal
Paymentsin its entirety and substituting the following
therefor:  Scheduled
Principal Payments means, with respect to any Person all
scheduled payments of principal on Indebtedness paid by such Person during the
twelve (12) calendar month period immediately preceding such date; provided,
however, that the following shall be excluded in determining Scheduled
Principal Payments (i) any such scheduled payments funded from third party
refinancings or any asset sales or (ii) any such scheduled payments funded
from any equity investments.  (c) Commitment Reduction.
Section 2.06(c) to the Loan Agreement is hereby deleted in its
entirety and the following new 2.06(c) is substituted therefor:  7


(c)Borrower (i) may at any
time terminate, or from time to time, reduce the Tranche A Commitments; provided
that Borrower shall not terminate or reduce the Tranche A Commitments if, after
giving effect to any concurrent prepayment of the Tranche A Loans in accordance
with Section 2.08, the sum of the Tranche A Credit Exposures would exceed
the total Tranche A Commitments and (ii) after the occurrence of any sale
of Collateral, shall reduce the Tranche A Commitments in an amount equal to
100% of the Orderly Liquidation Value of such Collateral (as determined in
accordance with the most recently delivered Appraisal of the Pool Vessels,
which Appraisal shall be in form and substance satisfactory to the
Administrative Agent.  (d)Commitment Reduction.Section 2.06(e) to the Loan Agreement is hereby deleted in its
entirety and the following new 2.06(e) is substituted therefor:  (e)Each reduction of the
Commitments hereunder shall be in an amount that is (i) in an integral
multiple of $1,000,000 and not less than $5,000,000 or (ii) with respect
to any sale of Collateral as set forth in subsection (ii) of Section 2.06(c) of
this Agreement (other than Collateral that is sold pursuant to the Nigerian
Vessel Sale), an amount equal to 100% of the Orderly Liquidation Value of such
Collateral, as applicable.  (e)Prepayments Generally.Section 2.13(b) of the Loan Agreement is hereby amended by
deleting the ratio 1.333 to 1.00 each time it appears therein and
substituting 1.50 to 1.00 therefor.  (f)Substitution of Pool Vessel.Section 3.02 of the Loan Agreement is hereby amended by deleting the ratio
1.333 to 1.00 each time it appears therein and substituting 1.50 to 1.00
therefor.  (g)Fair Market Value.Section 3.03 of the Loan Agreement is hereby amended by deleting the ratio
1.333 to 1.00 each time it appears therein and substituting 1.50 to 1.00
therefor.  (h)Financial Information and Other Information.Section 6.01 of the Loan Agreement is hereby amended by adding a
new Section 6.01(f) and a new Section 6.01(g) hereto to
read as follows:  (f)Within ten (10) days of
the first day of each calendar month and immediately prior to the sale of any
assets, Borrower shall deliver to Lenders a borrowing base certificate, in form
and substance satisfactory to the Administrative Agent, certified by a
Financial Officer setting forth a reasonably detailed calculation of the
Borrowing Base and the sum of all outstanding Loans and Letter of Credit
Exposures.  (g)Commencing on Friday,
September 10, 2010 and every other Friday thereafter, Borrower shall
deliver the financial status update to the Administrative Agent that includes
13-week rolling cash flow, monthly earnings, projections, updates on pending
asset sales and any other information that the Administrative Agent requests
from time to time, in form and substance satisfactory to the Administrative
Agent; provided, however, that  8


after March 31, 2011,
no such financial update shall be required when the Total Funded Debt to EBITDA
ratio is less than 5.00 to 1.00.  (i)Pool Vessel Appraisals.Section 6.02 of the Loan Agreement is hereby deleted in its entirety and
the following is substituted therefor:  Section 6.06 Pool
Vessel Appraisals.  The Administrative Agency
shall, in the absence of an Event of Default, conduct, and Borrower shall
cooperate in the conduct of, a visual Appraisal of any or all of the Pool
Vessels at Borrowers expense at least once every twelve (12) month period of
this Agreement, and upon the Administrative Agents request, once every six
(6) month period, and at any time during the continuance of an Event of
Default. The first period will commence on the April 1, 2010, with the
Appraisal to be delivered no later than November 1, 2010; provided
that Borrower will allow access to any Appraiser selected by the Administrative
Agent to attend and appraise any Pool Vessel in drydock at any time on
reasonable notice. Each fiscal year, Borrower shall provide the Administrative
Agent with a drydock schedule and location of drydock. As soon as available
after each Anniversary Date, Borrower shall provide the Administrative Agent
with desktop Appraisals on all Pool Vessels in the Collateral.  (j)Financial Consultant Review.Article VI of the Loan Agreement is hereby amended by adding a new
Section 6.23 hereto to read as follows:  Section 6.23 Financial
Consultant Review.  Upon request of the
Administrative Agent, the Borrower will cooperate, and will cause each of its
Subsidiaries to cooperate, with the efforts of the Financial Consultant to
review with the Borrower or any of its Subsidiaries and their officers and
independent accountants, any aspects of the bi-weekly financial status updates
delivered to the Administrative Agent pursuant to Section 6.01(g) of
the Agreement.  9


(k)Fixed Charge Coverage Ratio.Section 7.01 of the Loan Agreement is hereby deleted in its entirety and
the following is substituted therefor:  Section 7.01   Fixed
Charge Coverage Ratio.  Borrower shall not permit
the Fixed Charge Coverage Ratio as of the end of any fiscal quarter occurring
during any period set forth below to be less than the ratio set forth below
with respect to such period:  Period
  
  RatioJune 30, 2010
  
  0.75 to 1.00September 30, 2010
  
  0.50 to 1.00December 31, 2010
  
  0.50 to 1.00March 31, 2011
  
  0.60 to 1.00June 30, 2011
  
  0.60 to 1.00September 30, 2011
  
  0.70 to 1.00December 31, 2011
  
  0.70 to 1.00March 31, 2012
  
  0.75 to 1.00June 30, 2012 and
  thereafter
  
  1.05 to 1.00  10


(l)Total Funded Debt to EBITDA
Ratio.Section 7.03 of the
Loan Agreement is hereby deleted in its entirety and the following is
substituted therefor:  Section 7.03   Total
Funded Debt to EBITDA Ratio.  Borrower shall not permit
the Total Funded Debt to EBITDA Ratio at any time during each period set forth
below to be greater than the ratio set forth below with respect to such period:  Period
  
  RatioJune 30, 2010
  
  6.50 to 1.00September 30, 2010
  
  6.90 to 1.00December 31, 2010
  
  6.90 to 1.00March 31, 2011
  
  6.75 to 1.00June 30, 2011
  
  6.50 to 1.00September 30, 2011
  
  5.75 to 1.00December 31, 2011
  
  5.20 to 1.00March 31, 2012
  
  4.85 to 1.00June 30, 2012 and
  thereafter
  
  4.40 to 1.00  (m)Asset Coverage Ratio.Section 7.04 of the Loan Agreement is hereby deleted in its entirety and
the following is substituted therefor:  Section 7.04   Asset
Coverage Ratio.  Borrower shall not permit
the Asset Coverage Ratio at any time to be less than 1.50 to 1.00.  (n)No Disposition of Assets.Section 7.07
to the Loan Agreement is hereby deleted in its entirety and the following
substituted therefor:  Section 7.07   No
Disposition ofAssets.  Without the prior written
consent of Lenders (which shall not be unreasonably withheld), Borrower shall not,
and shall not permit any Subsidiary Guarantor to, directly or indirectly sell,
lease (other than a charter of a Pool Vessel permitted under the Mortgage),
transfer, assign, abandon, exchange or otherwise relinquish possession or
dispose of any part of the Collateral or any material portion of its other
assets (including, without limitation, any of the Capital Stock of any of the
Subsidiary Guarantors, but  11


excluding (i) Collateral or other assets that
are obsolete or worn out, or equipment disposed of, if worn out, and replaced
with equipment of the same or better quality and value, in the ordinary course
of business, (ii) sales, leases, transfers, assignments, abandonments,
exchanges, relinquishments of possession or dispossessions of Collateral or
other assets having an aggregate value not to exceed $1,000,000 during the term
hereof), and (iii) with the written consent of the Administrative Agent,
sales of Pool Vessels that constitute Collateral with an aggregate sales price
of up to $40,000,000 (provided the value of the Pool Vessels sold pursuant to
the Nigerian Vessel Sale shall not be included in such calculation) so long as:
(1) the average sale price is greater than or equal to the Orderly Liquidation
Value of such Pool Vessels in the aggregate (as determined by the most recently
delivered Appraisal, which shall be in form and substance satisfactory to the
Administrative Agent), (2) the net proceeds thereof shall be applied to
and used to reduce, on dollar-for-dollar basis, the outstanding Loan balance in
an amount equal to the Orderly Liquidation Value of such Collateral (as
determined by the most recently delivered Appraisal, which shall be in form and
substance satisfactory to the Administrative Agent) and (3) the
outstanding Tranche A Commitment shall be reduced by an amount equal to the
Orderly Liquidation Value of such Collateral (as determined by the most
recently delivered Appraisal, which shall be in form and substance satisfactory
to the Administrative Agent).  (o)Limitations on Advances and
Distributions.Subsection (a) of
Section 7.11 of the Loan Agreement is hereby deleted in its entirety and
the following is substituted therefor:  (a)Borrower shall not, and will
not permit any of the Subsidiaries to, declare or make, or agree to pay for or
make, directly or indirectly, any Distribution, provided that Borrower
and the Subsidiaries may make each of the following: (i) dividends by the
Borrower payable solely in Capital Stock of the Borrower; (ii) dividends
and distributions by any Subsidiary of Borrower payable to Borrower or any
other Subsidiary of Borrower; and (iii) cash Distributions by Borrower for
any purpose; provided, in the case of this sub-clause (iii) that
(A) each of such cash Distributions may not be paid more than once in
respect of any fiscal quarter period (each such period for purposes herein, a Test Quarter), (B) such cash
Distributions paid in respect of any Test Quarter shall not exceed the Maximum
Distribution Amount, (C) no such cash Distributions may be paid with
respect to a Test Quarter until such time as the financial statements required
to be delivered pursuant to clause (i) of Section 6.01(a) in
respect of such Test Quarter have been delivered to the Administrative Agent in
accordance with clause (i) of Section 6.01(a) and the
certificate of the Borrower required to be delivered pursuant to
Section 6.01(e) in respect of such Test Quarter has been delivered
pursuant to Section 6.01(e), (D) at the time of the declaration of
any such cash Distribution, both before and after giving effect thereto,
(I) no Default shall have occurred and be continuing or result from any
such declaration, (II) Liquidity shall be not less than $17,500,000,
(III) the Total Funded Debt to EBITDA ratio shall be less than 5.0 to 1.0,
(IV) the Fixed Charge Coverage Ratio (measured on a three month trailing
basis) shall be greater than or equal to 1.0 to 1.0 for each of the two fiscal
quarters immediately preceding the relevant cash Distribution, provided,  12


however, that in no event
shall such test be performed or any cash Distributions declared prior to the
end of the fiscal quarter ending March 31, 2011, and (V) the
projected Fixed Charge Coverage Ratio (in the good faith estimate of the
Borrower) for the four-quarter fiscal period following the fiscal quarter in
respect of which such cash Distribution is declared shall be greater than or
equal to 1.0 to 1.0; provided, however, the Fixed Charge Coverage Ratio
(measured on a three month basis) for at least three of the four fiscal
quarters of such four-quarter fiscal period shall be greater than or equal to
1.0 to 1.0, and (E) at the time of the payment of any such cash
Distribution, both before and after giving effect to the payment thereof,
(I) no Default shall have occurred and be continuing or result from any
such payment, (II) Liquidity shall be not less than $17,500,000, (III) the
Total Funded Debt to EBITDA ratio shall be less than 5.0 to 1.0, (IV) the
Fixed Charge Coverage Ratio (measured on a three month trailing basis) shall be
greater than or equal to 1.0 to 1.0 for each of the two fiscal quarters
immediately preceding the relevant cash Distribution, provided, however, that
in no event shall such test be performed or any cash Distributions be made
prior to the end of the fiscal quarter ending March 31, 2011, and
(V) the projected Fixed Charge Coverage Ratio (in the good faith estimate
of the Borrower) for the four-quarter fiscal period following the fiscal
quarter in respect of which such cash Distribution is paid shall be greater
than or equal to 1.0 to 1.0; provided, however, the Fixed Charge Coverage Ratio
(measured on a three month basis) for at least three of the four fiscal quarters
of such four-quarter fiscal period shall be greater than or equal to 1.0 to
1.0.  (a)Limitations on Other Indebtedness.Section 7.12 of the Loan Agreement is hereby deleted in its entirety and
the following is substituted therefor:  Section 7.12Limitations on Other Indebtedness.  Borrower
shall not, and will not permit any Subsidiary to, create, incur, assume or
permit to exist any Indebtedness, except:  (i)Indebtedness under the Loan
Documents;  (ii)Indebtedness (including but
not limited to, vessel operating lease agreements) existing on the date hereof,
including any extensions, renewals, refinancings, or replacements of any such
Indebtedness that do not increase the outstanding principal amount thereof. For
the avoidance of doubt that certain operating lease with Mass Mutual Financial
Group (or its Affiliates) respecting DBL 76 may be replaced on terms and
conditions not materially different from those provided by the Borrower to the
Administrative Agent on August 22, 2010;  (iii)Indebtedness of a Subsidiary
to any other Subsidiary and of any Subsidiary to Borrower;  (iv)vessel operating lease
agreements entered into after the date hereof in the ordinary course of
business having a term of one (1) year or less; and  13


(v)Indebtedness incurred in
connection with Growth CAPEX and Permitted Acquisitions, in an aggregate amount
not to exceed $30,000,000 in any fiscal year.  (p)Capital
Expenditures.Section 7.17 of the
Loan Agreement is hereby deleted in its entirety and the following is
substituted therefor:  Section 7.17 Capital
Expenditures.  Borrower shall not make or
become obligated to make, and shall not permit any of its Subsidiaries to make
or become obligated to make:  (a)Improvement CAPEX Capital
Expenditures in respect of any fiscal year in excess of $15,000,000; or  (b)Growth CAPEX Capital
Expenditures and Permitted Acquisitions in the aggregate amount not to exceed
$30,000,000 in any fiscal year, provided however, such Growth CAPEX Capital Expenditures
and Permitted Acquisitions shall be funded entirely from equity investments or
third party debt. Notwithstanding the foregoing, the Borrower and/or its
Subsidiaries may make Capital Expenditures with respect to the construction of
vessels for which Borrower or a Subsidiary became obligated prior to the
Amendment No. 4 Effective Date.  (q)Prepayments
of Indebtedness; Modification of Indebtedness.Section 7.18 of the Loan Agreement is hereby
deleted in its entirety and the following is substituted therefor:  Section 7.18Prepayments
of Indebtedness; Modification of Indebtedness.  (a)Borrower shall not, and
shall not permit any Subsidiary to prepay any Indebtedness, except
(i) Indebtedness under the Loan Documents; (ii) Indebtedness that, in
the good faith determination of the Borrower, is refinanced on terms equal or
more favorable to Borrower than the Indebtedness that is being refinanced; or
(iii) Indebtedness secured by vessels that do not constitute the
Collateral, provided in this case of this subclause (iii) only
(x) such non-Collateral vessels are being sold, (y) the Indebtedness
secured by such vessels is prepaid simultaneously with such sale, and
(z) the Administrative Agent shall have consented to such sale, such consent
not to be withheld unreasonably;  (b)Borrower shall not, and
shall not permit any Subsidiary to, amend or otherwise modify the terms of any
Indebtedness, the effect of which is to increase the principal amount of any
periodic payment thereon or decrease the period in which such payments are to
be made.  (r)Events of
Default.Subsection (c) of
Section 8.01 of the Loan Agreement is hereby deleted in its entirety and
the following is substituted therefor:  (c)Borrower shall fail to
observe or perform any covenant, condition or agreement (i) contained in
Sections 6.01(g), 6.04, 6.05, 6.06(a),  14


6.08, 6.10, 6.11, 6.12,
6.14, 7.01, 7.02, 7.03, 7.04, 7.10 or 7.18 hereof; provided, however, that the
solely with respect to the covenants, conditions or agreements contained in
Section 6.01(g) the Borrower shall have up to an additional five
(5) Business Days from the date when such reports referenced in
Section 6.01(g) are due to deliver such reports before the failure to
deliver such reports becomes an Event of Default;  (s)Successors
and Assigns.Subsection
(b) of Section 10.07 of the Loan Agreement is hereby deleted in its
entirety and the following is substituted therefor:  (b)Any Lender may assign to one
or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); provided that (i) except in the case of an assignment
to a Lender or a Lender Affiliate, each of Borrower and the Administrative
Agent must give its prior written consent to such assignment (which consent
shall not be unreasonably withheld); provided,
further, that if such assignee is an Eligible Assignee, the Borrowers consent
shall not be required,(ii) except in the case of an assignment
to a Lender or a Lender Affiliate or an assignment of the entire remaining
amount of the assigning Lenders Commitment, the amount of the Commitment of
the assigning Lender subject to each such assignment (determined as of the date
the Assignment and Acceptance with respect to such assignment is delivered to
the Administrative Agent) shall not be less than $5,000,000.00 and the amount
of the assigning Lenders Commitment shall not be less than $5,000,000.00 after
the effectiveness of such assignments, unless each of Borrower and the
Administrative Agent otherwise consent, (iii) each partial assignment
shall be made as an assignment of a proportionate part of all the assigning
Lenders rights and obligations under this Agreement, and (iv) the parties
to each assignment shall execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and recordation fee of
$3,500.00; provided, further, that any consent of Borrower otherwise required under
this paragraph shall not be required if an Event of Default has occurred and is
continuing. Upon acceptance and recording pursuant to paragraph (d) of
this Section, from and after the effective date specified in each Assignment
and Acceptance, the assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Acceptance, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lenders rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.10, 2,11, 2.12 and 10.06 hereof), provided, however, no
assignee shall be entitled to receive any greater payment under
Section 2.10, 2.12 or 10.06(b) hereof than the assigning Lender would
have been entitled to receive with respect to the interest assigned to such
assignee, unless the assignment to such assignee is -made with Borrowers prior
written consent, in which Borrower expressly waives such limitation. Any assignment
or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this  15


paragraph shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (e) of this
Section.  (t)General.All references to this Agreement in the Loan Agreement and to the
Loan Agreement in the other Loan Documents shall be deemed to refer to the
Loan Agreement as amended hereby.  3.AMENDMENTS TO LETTER.  (a)The first Sentence of the
Third Paragraph of the Letter is hereby deleted in its entirety and the
following sentence is substituted therefor:  The Borrower hereby requests
that the Administrative Agent and the Lenders execute this Amendment Letter
(the Letter) to evidence their agreement to continue to negotiate changes in
the Relevant Covenants from the date hereof through the earlier of (i) the effective date of that Certain
Amendment No. 4 to Amended and Restated Loan and Security Agreement or
(ii) September 10, 2010,(the Period) and, in the event
the Borrower is not in compliance with such Relevant Covenants, to evidence the
temporary waiver thereof during the Period by the Administrative Agent and the
Lenders.  4.CONDITIONS TO EFFECTIVENESS.(i) The
amendments contained in Section 1 and Section 2 shall be effective
upon the satisfaction of each of the following conditions:  (a)The Administrative Agent (or its counsel) shall have
received from Borrower, each Guarantor and the Required Lenders (and solely
with respect to the amendment to Section 7.07, the consent of all Lenders)
either (i) a counterpart of this Amendment signed on behalf of such party
or (ii) written evidence satisfactory to the Administrative Agent (which
may include telecopy transmission of a signed signature page of this
Amendment) that such party has signed a counterpart of this Amendment.  (b)There shall be delivered to the Administrative Agent
a certificate, dated as of the date hereof and signed by the Secretary or an
Assistant Secretary of the Borrower and its Subsidiaries, certifying as
appropriate as to all corporate or equivalent action taken by such party in
connection with this Amendment and the 2010 Equity Issuance together with
resolutions of the Borrower and its Subsidiaries evidencing same.  (c)The Borrower shall have completed the 2010 Equity
Issuance and shall have used 100% of the net proceeds of such 2010 Equity
Issuance to prepay the Loans, and the 2010 Equity Issuance and prepayment shall
occur on or before September 10, 2010.  (d)The Lenders shall be reasonably satisfied that no
material adverse change in the business, assets, operations, properties,
condition (financial or otherwise), liabilities (including contingent
liabilities) or material agreements of K-Sea and its consolidated Affiliates
taken as a whole and its Subsidiaries has occurred since March 31, 2010.  (e)There shall be no injunction, writ, preliminary
restraining order or other order of any nature issued by any Governmental
Authority in any respect affecting the  16


transactions provided for in this Amendment and no
action or proceeding by or before any Governmental Authority shall have been commenced
and be pending or, to the knowledge of Borrower, threatened, seeking to prevent
or delay the transactions contemplated by this Amendment or challenging any
other terms and provisions hereof or thereof or seeking any damages in
connection herewith or therewith.  (f)The representations and warranties contained in the
Loan Agreement shall be true and correct in all material respects, except to
the extent such representations and warranties relate to an earlier date and,
after giving effect to the amendments set forth herein, no Default or Event of
Default shall exist.  (g)The Administrative Agent shall have received
(i) for the account of each Lender that has executed this Amendment,
payable on the Amendment No. 4 Effective Date, a fee equal to the product
of 0.75% multiplied by such Lenders Tranche A Commitment and (ii) all
other amounts due and payable on or prior to the Amendment No. 4 Effective
Date, including all fees payable to the Administrative Agent in connection with
this Amendment and, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses required to be reimbursed or paid by Borrower hereunder.  (h)All legal matters with respect to and all legal
documents (including, but not limited to, the Loan Documents) executed in
connection with the transactions contemplated by this Amendment shall be
satisfactory to counsel for the Administrative Agent.  (i)Borrower shall have paid the reasonable fees and
disbursements of the Financial Consultant in connection with its assessment and
review of the operations of the Borrower.  (j)Borrower shall have paid the reasonable fees and
disbursements of counsel to the Administrative Agent in connection with this
Amendment.  The Administrative Agent shall notify Borrower and
the Lenders of the Amendment No. 4 Effective Date, and such notice shall
be conclusive and binding.  (ii)The amendments contained in
Section 3 shall be effective upon the Administrative Agents (or its
counsels) receipt from Borrower, each Guarantor and the Required Lenders
either (i) a counterpart of this Amendment signed on behalf of such party
or (ii) written evidence satisfactory to the Administrative Agent (which
may include telecopy transmission of a signed signature page of this
Amendment) that such party has signed a counterpart of this Amendment.  5.REPRESENTATIONS AND WARRANTIES.Borrower
hereby represents and warrants to the Administrative Agent and the Lenders
that:  (a)The representations and warranties set forth in the
Loan Documents are true and correct in all material respects as of the date
hereof and with the same effect as though made on and as of the date hereof,
except to the extent such representations and warranties relate to an earlier
date.  17


(b)No Default or Event of Default and no event or
condition which, with the giving of notice or lapse of time or both, would
constitute such a Default or Event of Default, now exists or would exist after
giving effect to this Amendment.  (c)(i) The execution, delivery and performance by
Borrower of this Amendment is within its organizational powers and have been
duly authorized by all necessary action (corporate or otherwise) on the part of
Borrower, (ii) this Amendment is the legal, valid and binding obligation
of Borrower, enforceable against Borrower in accordance with its terms, and
(iii) neither this Amendment nor the execution, delivery and performance
by Borrower hereof: (A) contravenes the terms of Borrowers organization
documents, (B) conflicts with or results in any breach or contravention of, or
the creation of any Lien under, any document evidencing any contractual
obligation to which Borrower is a party or any order, injunction, writ or
decree to which Borrower or its property is subject, or (C) violates any
requirement of law.  6.EFFECT;
NO WAIVER.  (a)Borrower hereby
(i) reaffirms and admits the validity and enforceability of the Loan
Documents and all of its obligations thereunder and (ii) agrees and admits
that it has no existing defenses to or offsets against any such obligation.
Except as specifically set forth herein, the Loan Agreement and the other Loan
Documents shall remain in full force and effect in accordance with their terms
and are hereby ratified and confirmed. The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any existing
or future Default or Event of Default, whether known or unknown or any right,
power or remedy of the Administrative Agent or the Lenders under the Loan
Agreement, nor constitute a waiver of any provision of the Loan Agreement,
except as specifically set forth herein.  (b)Borrower hereby (i) reaffirms all of its
agreements and obligations under the Loan Documents, (ii) reaffirms that
all Obligations of Borrower under or in connection with the Loan Agreement as
amended hereby are Obligations
as that term is defined in the Loan Documents and (iii) reaffirms that all
such Obligations continue to be secured by the Loan Documents, which remain in
full force and effect and are hereby ratified and confirmed.  7.MISCELLANEOUS.  (a)Borrower shall pay the Administrative Agent upon
demand for all reasonable expenses, including reasonable attorneys fees and
expenses of the Administrative Agent, incurred by the Administrative Agent in
connection with the preparation, negotiation and execution of this Amendment.  (b)THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW
PROVISIONS, BUT INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK) AND DECISIONS OF THE STATE OF NEW YORK.  (c)This Amendment shall be binding upon Borrower, the
Administrative Agent and the Lenders and their respective successors and
assigns, and shall inure to the benefit of Borrower, the Administrative Agent
and the Lenders and the respective successors and assigns of the Administrative
Agent and the Lenders.  18


(d)This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all
of which taken together shall constitute one and the same instrument.  [Signature pages follow.]  19


AS EVIDENCE of the agreement by the parties hereto
to the terms and conditions herein contained, each such party has caused this
Amendment to be executed on its behalf.   K-SEA OPERATING PARTNERSHIP L.P.,as
  BorrowerBy: K-Sea OLP GP, LLC, its general partnerBy:
  /s/ Terrence P. GillName:
  Terrence P. GillTitle:
  Chief Financial Officer


KEYBANK NATIONAL ASSOCIATION,for itself
  as Lender, and as Administrative Agent and as Collateral TrusteeBy:
  /s/ Robert F.
  Pollis, Jr.Name: Robert F. Pollis, Jr.Title: Senior Vice President  K-SEA OPERATING PARTNERSHIP
AMENDMENT NO. 4 SIGNATURE PAGE


BANK OF AMERICA, N.A.(successor
  to LaSalle Bank, National Association), as Co-Syndication Agent and LenderBy:
  /s/ Michael J. HammondName:
  Michael J. HammondTitle:
  SVP  K-SEA OPERATING PARTNERSHIP
AMENDMENT NO. 4 SIGNATURE PAGE


CITIBANK, N.A.,as Co-Syndication Agent
  and LenderBy:
  /s/ Anthony V. PantinaName:
  Anthony V. PantinaTitle:
  Director  K-SEA OPERATING PARTNERSHIP
AMENDMENT NO. 4 SIGNATURE PAGE


CITIZENS BANK OF PENNSYLVANIA,as
  Co-Documentation Agent and LenderBy:
  /s/ Robert BarnhardName:
  Robert BarnhardTitle:
  Senior Vice PresidentBob BarnhardSenior Vice PresidentGlobal Restructuring GroupCitizens Bank28 State Street, 11th FI MS1100Boston, MA 02109617 994.7389 telROBERT.BARNHARD@CITIZENSBANK.COM  K-SEA OPERATING PARTNERSHIP
AMENDMENT NO. 4 SIGNATURE PAGE


HSBC BANK USA, NATIONAL ASSOCIATION,as Co-
  Documentation Agent and LenderBy:
  /s/ Robert MoravecName:
  Robert MoravecTitle:
  Senior Relationship Manager and Team Leader  K-SEA OPERATING PARTNERSHIP
AMENDMENT NO. 4 SIGNATURE PAGE


WELLS FARGO BANK, N.A.(as
  successor-by-merger to Wachovia Bank, National Association)By:
  /s/ D. Paul Hulbert IIIName:
  D. Paul Hulbert IIITitle:
  Director  K-SEA
OPERATING PARTNERSHIP AMENDMENT NO. 4 SIGNATURE PAGE


ACKNOWLEDGEMENT
AND CONSENT  Each of the undersigned Guarantors hereby
(1) consents to the execution and delivery by Borrower of the foregoing
Amendment No. 4; (2) agrees that the definition of Obligations (and any other term
referring to the indebtedness, liabilities and obligations of Borrower to the
Administrative Agent or any of the Lenders) in the Parent Guaranty or its
Subsidiary Guaranty, as the case may be, and the other Loan Documents shall
include the Indebtedness of Borrower under the foregoing Amendment No. 4;
(3) agrees that the definition of Loan Agreement in the Parent
Guaranty or its Subsidiary Guaranty, as the case may be, and the other Loan
Documents to which it is a party is hereby amended to mean the Loan Agreement as
amended by the foregoing Amendment No. 4; (4) reaffirms its
continuing liability under the Parent Guaranty or its Subsidiary Guaranty, as
the case may be (as modified hereby); (5) reaffirms all of its agreements
and obligations under the Loan Documents to which it is a party;
(6) reaffirms that all Obligations of Borrower under or in connection with
the Loan Agreement as amended by the foregoing Amendment No. 4 are Obligations
as that term is defined in the Parent Guaranty or its Subsidiary Guaranty, as
the case may be; (7) reaffirms that all such Obligations continue to be
secured by the Loan Documents to which it is a party, which remain in full
force and effect and are hereby ratified and confirmed; and (8) confirms
and agrees that it is a Guarantor and that the Parent Guaranty or its
Subsidiary Guaranty, as the case may be, and the other Loan Documents to which
it is a party are, and shall continue to be, in full force and effect in
accordance with their respective terms.  K-SEA TRANSPORTATION PARTNERS L.P.By: K-Sea General Partner L.P., its general
  partnerBy:
  K-Sea General Partner GP LLC, its
  general partnerBy:
  /s/ Terrence P. GillName:
  Terrence P. GillTitle:
  Chief Financial OfficerK-SEA TRANSPORTATION INC.By:
  /s/ Terrence P. GillName:
  Terrence P. GillTitle:
  Chief Financial OfficerK-SEA TRANSPORTATIONLLCBy:
  /s/ Terrence P. GillName:
  Terrence P. GillTitle:
  Chief Financial Officer


SMITH MARITIME LLCBy:
  /s/ Terrence P. GillName:
  Terrence P. GillTitle:
  Chief Financial OfficerK-SEA HAWAII INC.By:
  /s/ Terrence P. GillName:
  Terrence P. GillTitle:
  Chief Financial Officer  K-Sea
Amendment No. 4 Acknowledgement and Consent Signature Page


EXHIBIT A
TO
AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT  SCHEDULE
2.01  Amendment
No. 4 Effective Date Commitments  Lender
  
  Tranche A Commitment
  
  Tranche B CommitmentKeyBank National
  Association
  
  $
  23,287,500.00
  
  -0-Bank of America, N.A.
  
  $
  22,137,500.00
  
  -0-Citibank, N.A.
  
  $
  22,137,500.00
  
  -0-Citizens Bank of
  Pennsylvania
  
  $
  16,387,500.00
  
  -0-HSBC Bank USA, National
  Association
  
  $
  16,387,500.00
  
  -0-Wells Fargo Bank, N.A.
  
  $
  14,662,500.00
  
  -0-Aggregate Commitments
  
  $
  115,000,000.00
  
  -0-