Exhibit 99.6  Execution
Version  AMENDMENT
NO. 1
TO
CREDIT FACILITY AGREEMENT  AMENDMENT NO. 1(this Amendment), dated as of June 30, 2008, by and among (1) K-SEA OPERATING PARTNERSHIP L.P.,as
borrower (the Borrower), (2) the banks and financial
institutions listed on Schedule 1 to the Loan Agreement (defined
below)(together with any bank or financial institution which becomes a Lender
pursuant to Section 10 thereof, the Lenders),and
(3) DnB NOR Bank ASA,as
mandated lead arranger, bookrunner, administrative agent for the Lenders, and
as security trustee for the Lenders (DnB NOR).  RECITALS  A.The Borrower,
the Lenders and DnB NOR are parties to a credit facility agreement dated as of June 4,
2008 (the Loan Agreement)in
accordance with the terms of which the Lenders agreed to provide the Borrower a
secured term loan credit facility subject to a maximum aggregate amount of
Fifty Seven Million Six Hundred Thousand United States Dollars ($57,600,000).  B.The Borrower
has requested and the Lenders have agreed to make certain amendments respecting
the Loan Agreement, as contemplated by that certain side letter dated June 4,
2008 among the parties.  C.The parties are
willing to agree to amend the Loan Agreement on the terms and subject to the
conditions set forth in this Amendment.  D.Unless
otherwise defined herein, all capitalized terms used herein shall have the
meanings ascribed to them in the Loan Agreement, as amended hereby.  Accordingly, in consideration of the foregoing, the
parties hereto hereby agree as follows:  1.AMENDMENT
TO LOAN AGREEMENT.  (a)Amendment to Definition.Change of Control.Section 1.1 of the Loan Agreement is hereby
amended by deleting the definition of Change
of Control in its entirety and substituting the following therefor:  Change
of Controlmeans the occurrence of any of the following
events: (a) Continuing Directors cease for any reason to constitute,
collectively, a majority of the members of the board of directors of K-Sea
General Partner GP LLC; (b) any person or group of persons (within the
meaning of Rule 13d-3 under the Exchange Act), other than (i) Jefferies
Capital Partners or its Affiliates and (ii) K-Sea GP Holdings LP, from and
after the date of its initial public offering, becomes the beneficial owner of
50% or more of the equity securities of K-Sea General Partner GP LLC; (c) from
and after the date of the initial public offering of K-Sea GP Holdings LP, any
person or group of persons (within the meaning of Rule 13d-3 under the Exchange Act) other
than Jefferies Capital Partners and its Affiliates becomes


the beneficial owner of 66-2/3% or more of the
equity securities of K-Sea GP Holdings LP; (d) any person or group of
persons (within the meaning of Rule 13d-3 of the Exchange Act) other than
any director or officer of K-Sea GP LLC or its Affiliates becomes the
beneficial owner of 50% or more of the equity securities of K-Sea GP LLC; (e) the
adoption of a plan relating to the liquidation or dissolution of any of (i) the
Borrower, (ii) the Parent Guarantor or (iii) K-Sea General Partner GP
LLC, unless, in the case of K-Sea General Partner GP LLC, K-Sea General Partner
GP LLC is replaced by a person reasonably acceptable to the Lenders; or (f) the
Parent Guarantor shall cease to own, directly or indirectly, all of the equity
interests of the Borrower. For purposes of this definition, Continuing Directors means any
member of the board of directors of K-Sea General Partner GP LLC who (i) is
a member of such board of directors as of June 30, 2008, or (ii) was
nominated for election or elected to such board of directors with the approval
of a majority of the Continuing Directors who were members of such board at the
time of such nomination or election.  (b)General.All references to this
Agreement in the Loan Agreement and to the Loan Agreement in the other
Transaction Documents shall be deemed to refer to the Loan Agreement as amended
hereby.  2.EFFECTIVE DATE.This Amendment
shall be effective on June 30, 2008, (the EffectiveDate).  3.EFFECT; NO WAIVER.  (a)The Borrower
hereby (i) reaffirms and admits the validity and enforceability of the
Transaction Documents in effect as of the Effective Date, 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 Transaction Documents in effect as of
the Effective Date, 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 any of each of the Lenders and DnB NOR under the Loan
Agreement or the respective Transaction Documents in effect as of the Effective
Date, nor constitute a waiver of any provision of the Loan Agreement or the
respective Transaction Documents in effect as of the Effective Date, except as
specifically set forth herein.  (b)The Borrower
hereby (i) reaffirms all of its agreements and obligations under the
Transaction Documents in effect as of the Effective Date to which it is a
party, (ii) reaffirms that all Obligations applicable to it under or in
connection with the Loan Agreement as amended hereby are Obligations as that term is
defined in the Transaction Documents and (iii) reaffirms that all such
Obligations continue to be secured by the respective Transaction Documents in
effect as of the Effective Date, which remain in full force and effect and are
hereby ratified and confirmed.  4.FEES AND
EXPENSES.The Borrower shall pay
promptly to the Lenders all costs and expenses (including reasonable legal
fees) of the Lenders in connection with the preparation and execution of this
Amendment and any other document prepared and executed in connection herewith.  2


5.NO OTHER
AMENDMENT.Except as modified hereby,
all terms and conditions of the Loan Agreement shall remain in full force and
effect and the Loan Agreement shall be read and construed as if the terms of
this Amendment were included therein by way of addition or substitution, as the
case may be.  6.OTHER
DOCUMENTS.By the execution and
delivery of this Amendment, each of the parties hereby consents and agrees that
all references in the other Transaction Documents shall be deemed to refer to
the Loan Agreement as amended and supplemented by this Amendment  7.ACKNOWLEDGMENT
AND AGREEMENT.By their respective
signatures hereto, each of K-Sea Transportation Partners L.P., as the Parent
Guarantor and K-Sea Transportation LLC, as the Shipowner Guarantor,
respectively, acknowledge and agree to the terms of this Amendment as of the
Effective Date.  8.MISCELLANEOUS.  (a)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.  (b)This Amendment
shall be binding upon the Borrower, the Shipowner Guarantor, the Parent
Guarantor, each of the Lenders and DnB NOR, and each of their respective
successors and assigns, and shall inure to the benefit of the Borrower, the
Shipowner Guarantor, the Parent Guarantor and each of the Lenders and DnB NOR, and each of their respective
successors and assigns.  (c)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.]  3


IN WITNESS WHEREOF, the parties hereto have executed
this Amendment effective as of the date first above written.  K-SEA OPERATING PARTNERSHIP L.P.,by its
  general partner K-SEA OLP, LP, LLC, as BorrowerBy:
  /s/ John J. NicolaName: John J. NicolaTitle: Chief Financial OfficerK-SEA
  TRANSPORTATION PARTNERS L.P.,by its General Partner,
  K-Sea General Partner L.P., by its General Partner, K-Sea General Partner GP
  LLC, as Parent GuarantorBy:
  /s/ John J. NicolaName:Title:K-SEA TRANSPORTATION LLC,as Shipowner GuarantorBy:
  /s/ John J. NicolaName:Title:DNB NOR BANK ASA,as Administrative Agent and Security TrusteeBy:
  /s/ Nikolai A. NachamkinName: NIKOLAI A. NACHAMKINTitle: SENIOR VICE PRESIDENTBy:
  /s/ Cathleen BuckleyName: CATHLEEN BUCKLEYTitle: VICE PRESIDENT


DNB NOR BANK ASA,as LenderBy:
  /s/ Nikolai A. NachamkinName: NIKOLAI A. NACHAMKINTitle: SENIOR VICE PRESIDENTBy:
  /s/ Cathleen BuckleyName: CATHLEEN BUCKLEYTitle: VICE PRESIDENT