Exhibit 3.2  Execution Version   FOURTH AMENDED AND RESTATED  AGREEMENT OF LIMITED PARTNERSHIP  OF  K-SEA TRANSPORTATION PARTNERS L.P.


TABLE OF CONTENTS  PageARTICLE I DEFINITIONS
  1Section 1.1
  Definitions
  1Section 1.2
  Construction
  22ARTICLE II ORGANIZATION
  23Section 2.1
  Formation
  23Section 2.2
  Name
  23Section 2.3
  Registered Office; Registered Agent; Principal Office;
  Other Offices
  23Section 2.4
  Purpose and Business
  24Section 2.5
  Powers
  24Section 2.6
  Power of Attorney
  24Section 2.7
  Term
  26Section 2.8
  Title to Partnership Assets
  26ARTICLE III RIGHTS OF LIMITED PARTNERS
  27Section 3.1
  Limitation of Liability
  27Section 3.2
  Management of Business
  27Section 3.3
  Outside Activities of the Limited Partners
  27Section 3.4
  Rights of Limited Partners
  27ARTICLE IV CERTIFICATES;
  RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS; REDEMPTION OF PARTNERSHIP
  INTERESTS
  28Section 4.1
  Certificates
  28Section 4.2
  Mutilated, Destroyed, Lost or Stolen Certificates
  29Section 4.3
  Record Holders
  30Section 4.4
  Transfer Generally
  30Section 4.5
  Registration and Transfer of Limited Partner Interests
  30Section 4.6
  Transfer of the General Partners General Partner Interest
  32Section 4.7
  Transfer of Incentive Distribution Rights
  33Section 4.8
  Restrictions on Transfers
  33Section 4.9
  Cancellation or Forfeiture of Property Under Non-Maritime
  Law; Redemption of Non-citizen Assignees
  34Section 4.10
  Foreign Ownership of Units
  37ARTICLE V CAPITAL
  CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS
  41Section 5.1
  Organizational Contributions; Interim Closing
  41  i


Section 5.2
  Contributions by the General
  Partner and its Affiliates
  42Section 5.3
  Contributions by Underwriters
  42Section 5.4
  Interest and Withdrawal
  43Section 5.5
  Capital Accounts
  43Section 5.6
  Issuances of Additional Partnership Securities
  48Section 5.7
  Fractional Units
  49Section 5.8
  Reserved
  49Section 5.9
  Limited Preemptive Right
  49Section 5.10
  Splits and Combinations
  49Section 5.11
  Fully Paid and Non-Assessable Nature of Limited Partner
  Interests
  50Section 5.12
  Establishment of Series A Preferred Units
  50ARTICLE VI ALLOCATIONS AND DISTRIBUTIONS
  69Section 6.1
  Allocations for Capital Account Purposes
  69Section 6.2
  Allocations for Tax Purposes
  77Section 6.3
  Requirement and Characterization of Distributions;
  Distributions to Record Holders
  79Section 6.4
  Distribution of Available Cash from Operating Surplus
  80Section 6.5
  Distributions of Available Cash from Capital Surplus
  81Section 6.6
  Adjustment of Minimum Quarterly Distribution and Target
  Distribution Levels
  81Section 6.7
  Reserved
  82Section 6.8
  Special Provisions Relating to the Holders of Incentive
  Distribution Rights
  82Section 6.9
  Entity-Level Taxation
  82Section 6.10
  Special Provisions Relating to the Receipt of Common Units
  In Lieu of Distributions on Incentive Distribution Rights and the General
  Partner Interest
  82Section 6.11
  Special Provisions Relating to Series A Preferred
  Unitholders
  84ARTICLE VII MANAGEMENT AND OPERATION OF BUSINESS
  85Section 7.1
  Management
  85Section 7.2
  Certificate of Limited Partnership
  87Section 7.3
  Restrictions on the General Partners Authority
  87Section 7.4
  Reimbursement of the General Partner
  89Section 7.5
  Outside Activities
  90Section 7.6
  Loans from the General Partner; Loans or Contributions from
  the Partnership; Contracts with Affiliates; Certain Restrictions on the General Partner
  92Section 7.7
  Indemnification
  93Section 7.8
  Liability of Indemnitees
  95Section 7.9
  Resolution of Conflicts of Interest
  96Section 7.10
  Other Matters Concerning the General Partner
  98Section 7.11
  Purchase or Sale of Partnership Securities
  98Section 7.12
  Registration Rights of the General Partner and its
  Affiliates
  98  ii


Section 7.13
  Reliance by Third Parties
  101ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS
  102Section 8.1
  Records and Accounting
  102Section 8.2
  Fiscal Year
  102Section 8.3
  Reports
  102ARTICLE IX TAX MATTERS
  102Section 9.1
  Tax Returns and Information
  102Section 9.2
  Tax Elections
  103Section 9.3
  Tax Controversies
  103Section 9.4
  Withholding
  103ARTICLE X ADMISSION OF PARTNERS
  104Section 10.1
  Admission of Initial Limited Partners
  104Section 10.2
  Admission of Substituted Limited Partners
  104Section 10.3
  Admission of Successor General Partner
  105Section 10.4
  Admission of Additional Limited Partners
  105Section 10.5
  Amendment of Agreement and Certificate of Limited
  Partnership
  105ARTICLE XI WITHDRAWAL OR REMOVAL OF PARTNERS
  106Section 11.1
  Withdrawal of the General Partner
  106Section 11.2
  Removal of the General Partner
  108Section 11.3
  Interest of Departing Partner and Successor General Partner
  108Section 11.4
  Withdrawal of Limited Partners
  110ARTICLE XII DISSOLUTION
  AND LIQUIDATION
  110Section 12.1
  Dissolution
  110Section 12.2
  Continuation of the Business of the Partnership After
  Dissolution
  110Section 12.3
  Liquidator
  111Section 12.4
  Liquidation
  112Section 12.5
  Cancellation of Certificate of Limited Partnership
  112Section 12.6
  Return of Contributions
  113Section 12.7
  Waiver of Partition
  113Section 12.8
  Capital Account Restoration
  113ARTICLE XIII AMENDMENT OF PARTNERSHIP AGREEMENT;
  MEETINGS; RECORD DATE
  113Section 13.1
  Amendment to be Adopted Solely by the General Partner
  113Section 13.2
  Amendment Procedures
  115Section 13.3
  Amendment Requirements
  116Section 13.4
  Special Meetings
  116  iii


Section 13.5
  Notice of a Meeting
  117Section 13.6
  Record Date
  117Section 13.7
  Adjournment
  117Section 13.8
  Waiver of Notice; Approval of Meeting; Approval of Minutes
  117Section 13.9
  Quorum
  118Section 13.10
  Conduct of a Meeting
  118Section 13.11
  Action Without a Meeting
  119Section 13.12
  Voting and Other Rights
  119ARTICLE XIV MERGER
  120Section 14.1
  Authority
  120Section 14.2
  Procedure for Merger or Consolidation
  120Section 14.3
  Approval by Limited Partners of Merger or Consolidation
  121Section 14.4
  Certificate of Merger
  122Section 14.5
  Effect of Merger
  122ARTICLE XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS
  123Section 15.1
  Right to Acquire Limited Partner Interests
  123ARTICLE XVI GENERAL PROVISIONS
  125Section 16.1
  Addresses and Notices
  125Section 16.2
  Further Action
  125Section 16.3
  Binding Effect
  126Section 16.4
  Integration
  126Section 16.5
  Creditors
  126Section 16.6
  Waiver
  126Section 16.7
  Counterparts
  126Section 16.8
  Applicable Law
  126Section 16.9
  Invalidity of Provisions
  126Section 16.10
  Consent of Partners
  126  iv


FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF K-SEA
TRANSPORTATION PARTNERS L.P.  THIS
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF K-SEA
TRANSPORTATION PARTNERS L.P. dated as of September 10, 2010, is entered
into by and among K-Sea General Partner L.P., a Delaware limited partnership,
as the General Partner, together with any other Persons who are now or who
become Partners in the Partnership or parties hereto as provided herein.  In consideration of the covenants, conditions
and agreements contained herein, the parties hereto hereby agree as follows:  ARTICLE I  DEFINITIONS  Section 1.1             Definitions.  The
following definitions shall be for all purposes, unless otherwise clearly
indicated to the contrary, applied to the terms used in this Agreement.  20 Day Period has the meaning assigned to such term in Section 5.12(b)(viii)(C).  Acquisition means any transaction in
which any Group Member acquires (through an asset acquisition, merger, stock
acquisition or other form of investment) control over all or a portion of the
assets, properties or business of another Person for the purpose of increasing
the operating capacity of the Partnership Group from the operating capacity of
the Partnership Group existing immediately prior to such transaction.  Additional Limited Partner means a Person
admitted to the Partnership as a Limited Partner pursuant to Section 10.4
and who is shown as such on the books and records of the Partnership.  Adjusted Capital Account of a Partner means
the Capital Account maintained for such Partner adjusted as provided
herein.  The balance of an Adjusted
Capital Account at a time is the balance of the Capital Account at the time (a) increased
by any amounts that such Partner is obligated at that time to restore under the
standards set by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or
is deemed obligated to restore under Treasury Regulation Sections 1.704-2(g) and
1.704-2(i)(5)) and (b) decreased by (i) the amount of losses and
deductions that are reasonably expected at that time to be allocated to such
Partner in subsequent taxable periods of the Partnership under Sections 704(e)(2) and
706(d) of the Code and Treasury Regulation Section 1.751-1(b)(2)(ii),
and (ii) the amount of all distributions that are reasonably expected at
that time to be made to such Partner in subsequent taxable periods to the
extent they exceed offsetting increases to such Partners Capital Account that
are reasonably expected to occur during (or prior to) the taxable period in
which such distributions are reasonably expected to be made (other than
increases as a result of a minimum gain chargeback pursuant to
Section 6.1(d)(i) or 6.1(d)(ii)). The foregoing definition of
Adjusted Capital Account is intended to comply with the provisions of Treasury
Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.  The Adjusted
Capital Account in respect of a General Partner Unit, a Common Unit, a Series A
Preferred Unit or an Incentive Distribution Right or


any
other Partnership Interest shall be the amount which the Adjusted Capital
Account of a Partner would be if such General Partner Unit, Series A
Preferred Unit, Incentive Distribution Right or other Partnership Interest
were the only interest in the Partnership held by that Partner from and after
the date on which such General Partner Unit, Series A Preferred Unit, Incentive
Distribution Right or other Partnership Interest was first issued.  Affiliate means, with respect to any
Person, any other Person that directly or indirectly through one or more
intermediaries controls, is controlled by or is under common control with, the
Person in question. As used herein, the term control means the possession,
direct or indirect, 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.  Agreed Value of any item of property
means the fair market value of such item of property as determined by the
General Partner using such reasonable method of valuation as it may adopt.  The General Partner shall, in its discretion,
use such method as it deems reasonable and appropriate to allocate the
aggregate Agreed Value of one or more properties that are contributed to the
Partnership in a single or integrated transaction among each separate property
on a basis proportional to the fair market value of each such item of property.  Agreeing Partners has the meaning
assigned to such term in Section 13.2(b).  Agreement means this Fourth Amended and
Restated Agreement of Limited Partnership of K-Sea Transportation Partners
L.P., as it may be amended, supplemented or restated from time to time.  Assignee means a Non-citizen Assignee or
a Person to whom one or more Limited Partner Interests have been transferred in
a manner permitted under this Agreement and who has executed and delivered a
Transfer Application as required by this Agreement, but who has not been
admitted as a Substituted Limited Partner.  Associate means, when used to indicate a
relationship with any Person, (a) any corporation or organization of which
such Person is a director, officer or partner or is, directly or indirectly,
the owner of 20% or more of any class of voting stock or other voting interest;
(b) any trust or other estate in which such Person has at least a 20%
beneficial interest or as to which such Person serves as trustee or in a
similar fiduciary capacity; and (c) any relative or spouse of such Person,
or any relative of such spouse, who has the same principal residence as such
Person.  Available Cash means, with respect to any
Quarter ending prior to the Liquidation Date:  (a)the sum of (i) all
cash and cash equivalents of the Partnership Group on hand at the end of such Quarter,
and (ii) all additional cash and cash equivalents of the Partnership Group
on hand on the date of determination of Available Cash with respect to such
Quarter resulting from Working Capital Borrowings made subsequent to the end of
such Quarter, less  (b)the amount of
any cash reserves that are necessary or appropriate in the  2


reasonable discretion of the
General Partner to (i) provide for the proper conduct of the business of
the Partnership Group (including reserves for future capital expenditures and
for anticipated future credit needs of the Partnership Group) subsequent to
such Quarter, (ii) comply with applicable law or any loan agreement,
security agreement, mortgage, debt instrument or other agreement or obligation
to which any Group Member is a party or by which it is bound or its assets are
subject and (iii) provide funds for distributions under Section 6.4
or Section 6.5 in respect of any one or more of the next four Quarters;
provided, however, that the General Partner may not establish cash reserves
pursuant to (iii) above if the effect of such reserves would be that the
Partnership is unable to distribute the Minimum Quarterly Distribution on all
Common Units with respect to such Quarter; and, provided further, that
disbursements made by a Group Member or cash reserves established, increased or
reduced after the end of such Quarter but on or before the date of
determination of Available Cash with respect to such Quarter shall be deemed to
have been made, established, increased or reduced, for purposes of determining
Available Cash, within such Quarter if the General Partner so determines.  Notwithstanding the foregoing, Available Cash with respect to the
Quarter in which the Liquidation Date occurs and any subsequent Quarter shall
equal zero.  Beneficial Owner has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that, in calculating the
beneficial ownership of any particular person (as that term is used in Section 13(d)(3) of
the Exchange Act), such person will be deemed to have beneficial ownership of
all securities that such person has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. The terms Beneficially
Owns and Beneficially Owned
have corresponding meanings.  Board of Directors means, with respect to
the Board of Directors of the General Partner, its board of directors or
managers, as applicable, if a corporation or limited liability company, or if a
limited partnership, the board of directors or board of managers of the general
partner of the General Partner.  Book-Down Event means an event after
which a negative adjustment is made to the aggregate Carrying Values of the
assets of the Partnership pursuant to Section 6.1(d).  Book-Up Event means an event after which
a positive adjustment is made to the aggregate Carrying Values of the assets of
the Partnership pursuant to Section 6.1(d).  Business Day means Monday through Friday
of each week, except that a legal holiday recognized as such by the government
of the United States of America or the State of New York shall not be regarded
as a Business Day.  Capital Account means the capital account
maintained for a Partner pursuant to Section 5.5.  The Capital Account in respect of a General
Partner Unit, a Common Unit, a Series A Preferred Unit, an Incentive
Distribution Right or other Partnership Interest is the  3


Capital
Account that would be maintained if such General Partner Unit, Common Unit, Series A
Preferred Unit, Incentive Distribution Right or other Partnership Interest
were the only interest in the Partnership held by a Partner from and after the
date on which such General Partner Unit, Common Unit, Series A Preferred
Unit, Incentive Distribution Right or other Partnership Interest was first
issued.  Capital Contribution means any cash, cash
equivalents or the Net Agreed Value of Contributed Property that a Partner
contributes to the Partnership pursuant to this Agreement or the Contribution
Agreement.  Capital Improvement means any (a) addition
or improvement to the capital assets owned by any Group Member or (b) acquisition
of existing, or the construction of new, capital assets (including, without
limitation, tankers, tank barges, tugs and related assets), in each case if
such addition, improvement, acquisition or construction is made to increase the
operating capacity of the Partnership Group from the operating capacity of the
Partnership Group existing immediately prior to such addition, improvement,
acquisition or construction.  Capital Surplus has the meaning assigned
to such term in Section 6.3(a).  Carrying Value of an item of Partnership
property immediately after the Closing Date is the fair market value of such
item of Partnership property as determined by the General Partner using such
reasonable method of valuation as it may adopt.  For purposes hereof, the Partnership shall be
treated as owning directly its share (as determined by the General Partner) of
all property owned by the Operating Partnership or any other Subsidiary that is
classified as a partnership or is disregarded for federal income tax
purposes.  The Carrying Value of any item
of Partnership property shall be adjusted from time to time as provided in Section 5.5(b) and
Section 5.5(d).  The initial
Carrying Value of an item of property that is acquired by the Partnership after
the Closing Date shall be the amount that would be the adjusted basis for
federal income tax purposes of such property in the hands of the Partnership
immediately after its acquisition if the adjusted basis for federal income tax
purposes of each asset of the Partnership at that time were equal to its
Carrying Value at that time and as if the adjusted basis for federal income tax
purposes of any asset that is transferred to the Partnership was in the hands
of the transferor immediately prior to the transfer equal to the fair market
value of that asset (taking into account Section 7701(g) of the Code)
immediately prior to the transfer.  Cash
Distribution Trigger Quarter means the earlier of (i) the
Quarter beginning July 1, 2012 and (ii) the first Quarter following
the First Transaction Closing Date for which the Partnership resumes paying
cash distributions with respect to the Common Units.  Cause means a court of competent
jurisdiction has entered a final, non-appealable judgment finding the General
Partner liable for actual fraud, gross negligence or willful or wanton
misconduct in its capacity as a general partner of the Partnership.  Certificate means a certificate (i) substantially
in the form of Exhibit A to this Agreement, (ii) issued in global
form in accordance with the rules and regulations of the Depositary or (iii) in
such other form as may be adopted by the General Partner in its discretion,
issued by the Partnership evidencing ownership of one or more Common Units or a
certificate, in  4


such
form as may be adopted by the General Partner in its discretion, issued by the
Partnership evidencing ownership of one or more other Partnership Securities.  Certificate of Limited Partnership means
the Certificate of Limited Partnership of the Partnership filed with the
Secretary of State of the State of Delaware as referenced in Section 7.2,
as such Certificate of Limited Partnership may be amended, supplemented or
restated from time to time.  Citizenship Certification means a
properly completed certificate in such form as may be specified by the General
Partner by which an Assignee or a Limited Partner certifies that he (and if he
is a nominee holding for the account of another Person, that to the best of his
knowledge such other Person) is an Eligible Citizen.  claim has the meaning assigned to such
term in Section 7.12(c).  Closing Date means January 14, 2004.  Closing Price has the meaning assigned to
such term in Section 15.1(a).  Code means the Internal Revenue Code of
1986, as amended and in effect from time to time.  Any reference herein to a specific section or
sections of the Code shall be deemed to include a reference to any
corresponding provision of any successor law.  Combined Interest has the meaning
assigned to such term in Section 11.3(a).  Commission means the United States
Securities and Exchange Commission.  Common Unit means a Partnership Security
representing a fractional part of the Partnership Interests of all Limited
Partners and Assignees, and having the rights and obligations specified with
respect to Common Units in this Agreement. The term Common Unit does not
include a Series A Preferred Unit prior to its conversion into a Common
Unit pursuant to the terms hereof.  Conflicts Committee means a committee of
the Board of Directors of the General Partner composed entirely of two or more
directors who are not (a) security holders, officers or employees of the
General Partner, (b) officers, directors or employees of any Affiliate of
the General Partner or (c) holders of any ownership interest in the
Partnership Group other than Common Units and who also meet the independence
standards required of directors who serve on an audit committee of a board of
directors by the Securities Exchange Act of 1934, as amended, or the rules and
regulations of the Commission thereunder and by the National Securities
Exchange on which the Common Units are listed for trading.  Contributed Property means each property
or other asset, in such form as may be permitted by the Delaware Act but
excluding cash, contributed to the Partnership.  Contribution Agreement means that certain
Contribution Agreement, dated as of the Closing Date, among the General
Partner, the Partnership, the Operating Partnership, EW Transportation LLC
(formerly known as K-Sea Transportation LLC) and certain other parties,  5


together
with the additional conveyance documents and instruments contemplated or referenced
thereunder.  Conversion Units means Common Units issued upon conversion
of Series A Preferred Units pursuant to Section 5.12.  Convertible Securities has the meaning assigned to such
term in Section 5.12(b)(viii)(F).  Converting Unitholder means a Person entitled to receive
Common Units upon conversion of Series A Preferred Units.  Corrective Allocation means any
allocation of an item of income, gain, deduction, loss or credit pursuant to Section 6.1(d)(xi).  Curative Allocation means any allocation
of an item of income, gain, deduction, loss or credit pursuant to Section 6.1(d)(x).  Current Market Price has the meaning
assigned to such term in Section 15.1(a).  Delaware Act means the Delaware Revised
Uniform Limited Partnership Act, 6 Del C. Section 17-101, et seq., as
amended, supplemented or restated from time to time, and any successor to such
statute.  Departing Partner means a former General
Partner from and after the effective date of any withdrawal or removal of such
former General Partner pursuant to Section 11.1 or Section 11.2.  Depositary means, with respect to any
Units issued in global form, The Depository Trust Company and its successors
and permitted assigns.  Distribution Sharing Agreement has the
meaning assigned to such term in Section 13.2(b).  Economic Risk of Loss has the meaning set
forth in Treasury Regulation Section 1.752-2(a).  Eligible Citizen means a Person qualified
to own interests in real property in jurisdictions in which any Group Member
does business or proposes to do business from time to time, and whose status as
a Limited Partner or Assignee does not or would not subject such Group Member
to a significant risk of cancellation or forfeiture of any of its properties or
any interest therein.  Estimated Maintenance Capital Expenditures
means an estimate made in good faith by the Board of Directors of the General
Partner (with the concurrence of the Conflicts Committee) of the average
quarterly Maintenance Capital Expenditures that the Partnership will incur over
the long term.  The Board of Directors of
the General Partner will be permitted to make such estimate in any manner it
determines reasonable in its sole discretion. 
The estimate will be made  6


annually
and whenever an event occurs that is likely to result in a material adjustment
to the amount of Maintenance Capital Expenditures on a long-term basis.  The Partnership shall disclose to its
Partners any change in the amount of Estimated Maintenance Capital Expenditures
in its reports made in accordance with Section 8.3 to the extent not
previously disclosed.  Any adjustments to
Estimated Maintenance Capital Expenditures shall be prospective only.  Estimated Incremental Quarterly Tax Amount
has the meaning assigned to each term in Section 6.9.  Event of Withdrawal has the meaning
assigned to such term in Section 11.1(a).  Excess Units has the meaning assigned to
such term in Section 4.10(d).  Expansion Capital Expenditures means cash
expenditures for Acquisitions of Capital Improvements.  Expansion Capital Expenditures shall not
include Maintenance Capital Expenditures.  First Liquidation Target Amount has the
meaning assigned to such term in Section 6.1(c)(i)(C).  First Target Distribution means $0.55 per
Unit per Quarter (or, with respect to the period commencing on the Closing Date
and ending on March 31, 2004, it means the product of $0.55 multiplied by
a fraction of which the numerator is the number of days in such period, and of
which the denominator is 91), subject to adjustment in accordance with Sections
6.6 and 6.9.  First Transaction Closing Date has the meaning assigned to
such term in the Securities Purchase Agreement.  Follow-On Price has the meaning assigned to such term in Section 5.12(b)(viii)(G).  Follow-On Units has the meaning assigned to such term in Section 5.12(b)(viii)(G).  General Partner means K-Sea General
Partner L.P., a Delaware limited partnership, and its successors and permitted
assigns as general partner of the Partnership.  General Partner Interest means the
ownership interest of the General Partner in the Partnership (in its capacity
as a general partner without reference to any Limited Partner Interest held by
it) which is evidenced by General Partner Units, and includes any and all
benefits to which the General Partner is entitled as provided in this
Agreement, together with all obligations of the General Partner to comply with
the terms and provisions of this Agreement.  General Partner Unit means a fractional
part of the General Partner Interest having the rights and obligations
specified with respect to the General Partner Interest.  A General Partner Unit is not a Unit.  GP IDR  Conversion Pricehas the meaning assigned to such term in Section 6.10(a).  7


GP IDR  In-Kind Distribution
Quarter has the meaning assigned to such term in Section 6.10(a).  GP IDR  Product has
the meaning assigned to such term in Section 6.10(e).  GP IDR  Rebooking Price
has the meaning assigned to such term in Section 6.10(c).  GP IDR-Related Distribution means, with
respect to each Quarter, an amount equal to (aa) the quotient determined by
dividing (x) the General Partners Percentage Interest by (y) 100
less the General Partners Percentage Interest multiplied by (bb) the Incentive
Distributions, if any, made with respect to the Quarter.  For this purpose, the General Partners
Percentage Interest shall be determined with respect to each Quarter as of the
Record Date for distributions with respect to the Quarter.  Group means a Person that with or through
any of its Affiliates or Associates has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting (except voting
pursuant to a revocable proxy or consent given to such Person in response to a
proxy or consent solicitation made to 10 or more Persons) or disposing of any
Partnership Securities with any other Person that beneficially owns, or whose
Affiliates or Associates beneficially own, directly or indirectly, Partnership
Securities.  Group Member means a member of the
Partnership Group.  Holder as used in Section 7.12 has
the meaning assigned to such term in Section 7.12(a).  Identified Units has the meaning assigned
to such term in Section 13.2(b).  Incentive Distribution Right means a
non-voting Limited Partner Interest issued to the General Partner on the
Interim Closing Date, which Partnership Interest confers upon the holder
thereof only the rights and obligations specifically provided in this Agreement
with respect to Incentive Distribution Rights (and no other rights otherwise
available to or other obligations of a holder of a Partnership Interest).  Notwithstanding anything in this Agreement to
the contrary, the holder of an Incentive Distribution Right shall not be
entitled to vote such Incentive Distribution Right on any Partnership matter
except as may otherwise be required by law.  Incentive Distributions means any amount
of cash distributed to the holders of the Incentive Distribution Rights
pursuant to Section 6.4 or any other provision of this Agreement.  Indebtedness means any of the following:  (a) the principal of and accrued
interest or premium (if any) and premiums or penalties that would arise as a
result of prepayment of (i) any indebtedness for borrowed money, (ii) any
obligations evidenced by bonds, debentures, notes or other similar instruments,
and (iii) any obligations, contingent or otherwise, under bankers
acceptance credit, or similar facilities; (b) any obligations to pay the
deferred purchase price of property or services, except trade accounts payable
and other current liabilities arising in the ordinary course of business; (c) any
obligations with respect to hedging, swaps or similar arrangements; and (d) any
guaranty of any of the foregoing.  8


Indemnified Persons has the meaning
assigned to such term in Section 7.12(c).  Indemnitee means (a) the General
Partner, (b) any Departing Partner, (c) any Person who is or was an
Affiliate of the general partner of the General Partner or any Departing
Partner, (d) any individual who is or was a director, officer or manager
of any Person which any of the preceding clauses of this definition describes
or (e) any Person the General Partner designates as an Indemnitee for
purposes of this Agreement.  Initial Common Units means the Common
Units sold in the Initial Offering.  Initial Limited Partners means K-Sea
Transportation LLC, a Delaware limited liability company, EW Holding Corp., a
New York corporation, K-Sea Transportation Corp., a New York corporation, and
the Underwriters, in each case upon being admitted to the Partnership in
accordance with Section 10.1.  Initial Offering means the initial
offering and sale of Common Units to the public, as described in the
Registration Statement.  Initial Unit Price means (a) with
respect to the Common Units, the initial public offering price per Common Unit
at which the Underwriters offered the Common Units to the public for sale as
set forth on the cover page of the prospectus included as part of the
Registration Statement and first issued at or after the time the Registration
Statement first became effective or (b) with respect to any other class or
series of Units, the price per Unit at which such class or series of Units is
initially sold by the Partnership, as determined by the General Partner, in
each case adjusted as the General Partner determines to be appropriate to give
effect to any distribution, subdivision or combination of Units.  Interim Capital Transactions means the
following transactions if they occur prior to the Liquidation Date: (a) borrowings,
refinancings or refundings of indebtedness and sales of debt securities (other
than Working Capital Borrowings and other than for items purchased on open
account in the ordinary course of business) by any Group Member; (b) sales
of equity interests by any Group Member (including the Common Units sold to the
Underwriters pursuant to the exercise of the Over-Allotment Option); and (c) sales
or other voluntary or involuntary dispositions of any assets of any Group
Member other than (i) sales or other dispositions of inventory, accounts
receivable and other assets in the ordinary course of business, and (ii) sales
or other dispositions of assets as part of normal retirements or replacements.  Interim Closing Date means October 31,
2003.  Issue Price means the price at which a
Unit is purchased from the Partnership, after taking into account any sales
commission or underwriting discount charged to the Partnership; provided, that
with respect to the Series A Preferred Units, the Issue Price shall be the
Series A Issue Price.  Junior Securities means any class or series of Partnership Securities
that, with respect to distributions on such Partnership Securities and
distributions upon liquidation of the Partnership, ranks junior to the Series A
Preferred Units, including but not limited to Common Units and Incentive
Distribution Rights and any other class or series of Partnership Securities  9


issued
by the Partnership or any Subsidiary of the Partnership on or after the date of
the Securities Purchase Agreement, but excluding any Series A Parity
Securities and Series A Senior Securities.  K-Sea GP means K-Sea General Partner GP
LLC, a Delaware limited liability company and the general partner of the
General Partner, and its successors and permitted assigns as the general
partner of the General Partner.  Limited Partner means, unless the context
otherwise requires, (a) the Organizational Limited Partner prior to its
withdrawal from the Partnership, each Initial Limited Partner, each Substituted
Limited Partner, each Additional Limited Partner and any Departing Partner upon
the change of its status from General Partner to Limited Partner pursuant to Section 11.3
or (b) solely for purposes of Articles V, VI, VII and IX, each Assignee;
provided, however, that when the term Limited Partner is used herein in the
context of any vote or other approval, including without limitation Articles
XIII and XIV, such term shall not, solely for such purpose, include any holder
of an Incentive Distribution Right except as may otherwise be required by law.  Limited Partner Interest means the
ownership interest of a Limited Partner or Assignee in the Partnership, which
may be evidenced by Common Units, Series A Preferred Units, Incentive
Distribution Rights or other Partnership Securities or a combination thereof or
interest therein, and includes any and all benefits to which such Limited
Partner or Assignee is entitled as provided in this Agreement, together with
all obligations of such Limited Partner or Assignee to comply with the terms
and provisions of this Agreement; provided, however, that when the term Limited
Partner Interest is used herein in the context of any vote or other approval,
including without limitation Articles XIII and XIV, such term shall not, solely
for such purpose, include any holder of an Incentive Distribution Right except
as may otherwise be required by law.  Liquidation Date means (a) in the
case of an event giving rise to the dissolution of the Partnership of the type
described in clauses (a) and (b) of the first sentence of Section 12.2,
the date on which the applicable time period during which the holders of
Outstanding Units have the right to elect to reconstitute the Partnership and
continue its business has expired without such an election being made, and (b) in
the case of any other event giving rise to the dissolution of the Partnership,
the date on which such event occurs.  Liquidator means one or more Persons
selected by the General Partner to perform the functions described in Section 12.3
as liquidating trustee of the Partnership within the meaning of the Delaware
Act.  Maintenance Capital Expenditures means
cash capital expenditures (including expenditures for the addition or
improvement to the capital assets owned by any Group Member or for the
acquisition of existing, or the construction of new, capital assets) if such
expenditure is made to maintain over the long term the operating capacity of
the capital assets of the Partnership Group, as such assets existed at the time
of such expenditure.  Maintenance Capital
Expenditures shall not include Expansion Capital Expenditures.  Maritime Laws has the meaning assigned to
such term in Section 4.10(a).  Merger Agreement has the meaning assigned
to such term in Section 14.1.  10


Minimum Quarterly Distribution means
$0.50 per Unit per Quarter (or with respect to the period commencing on the
Closing Date and ending on March 31, 2004, it means the product of $0.50
multiplied by a fraction of which the numerator is the number of days in such
period and of which the denominator is 91), subject to adjustment in accordance
with Sections 6.6 and 6.9.  National Securities Exchange means an
exchange registered with the Commission under Section 6(a) of the
Securities Exchange Act of 1934, as amended, supplemented or restated from time
to time, and any successor to such statute.  Net Agreed Value means (a) in the
case of any Contributed Property, the Agreed Value of such property reduced by
any liabilities or obligations either assumed by the Partnership upon such
contribution or to which such property is subject when contributed and (b) in
the case of any property distributed by the Partnership, the Partnerships
Carrying Value in such property assuming that the adjustment permitted by Section 5.5(d)(ii) is
made immediately before the time such property is distributed, reduced by any
liability or obligation either assumed by the distributee or to which such
property is subject at the time of distribution, in either case, as determined
under Section 752 of the Code.  The
amount of any Section 721 Contingent Obligation shall be determined by the
General Partner and entered in the records of the Partnership as the amount at
which such obligation was valued in the transaction in which it was assumed or
the Partnership acquired property to which it was subject.  Net Effect for the Partner has the meaning assigned to such
term in Section 6.1(d)(xi).  Net Income for any taxable period of the
Partnership means the sum, if positive, of all items of income, gain, loss and
deduction that are recognized by the Partnership during such taxable period and
on or before the Liquidation Date.  The
items included in the calculation of Net Income shall be determined in
accordance with Section 5.5(b) but shall not include any items
allocated under Section 6.1(d).  Net Loss for any taxable period of the
Partnership means the sum, if negative, of all items of income, gain, loss, or
deduction that are recognized by the Partnership during such taxable period of
the Partnership and on or before the Liquidation Date.  The items included in the calculation of Net
Loss shall be determined in accordance with Section 5.5(b) but shall
not include any items allocated under Section 6.1(d).  Net Termination Gain for any taxable
period of the Partnership means the sum, if positive, of all items of income,
gain, loss or deduction recognized by the Partnership during such taxable
period of the Partnership and after the Liquidation Date.  The items included in the determination of
Net Termination Gain shall be determined in accordance with Section 5.5(b) but
shall not include any items that are allocated under Section 6.1(d) or
under Section 5.12(b)(iv).  Net Termination Loss for any taxable
period of the Partnership means the sum, if negative, of all items of income,
gain, loss or deduction recognized by the Partnership during such taxable
period of the Partnership and after the Liquidation Date.  The items included in the  11


determination
of Net Termination Loss shall be determined in accordance with Section 5.5(b) but
shall not include any items that are allocated under Section 6.1(d) or
under Section 5.12(b)(iv).  Non-citizen Assignee means a Person whom
the General Partner has determined in its discretion does not constitute an
Eligible Citizen and as to whose Partnership Interest the General Partner has
become the Substituted Limited Partner, pursuant to Section 4.9.  Nonrecourse Deductions means any and all
items of loss, deduction or expenditure (including, without limitation, any
expenditure described in Section 705(a)(2)(B) of the Code) that, in
accordance with the principles of Treasury Regulation Section 1.704-2(b),
are attributable to a Nonrecourse Liability.  Nonrecourse Liability has the meaning set
forth in Treasury Regulation Section 1.752-1(a)(2).  Non-U.S. Citizen has the meaning assigned
to such term in Section 4.10(h)(iii) for the purposes stated in Section 4.10(h).  Non-U.S. Citizen Redemption Price has the
meaning assigned to such term in Section 4.10(e).  Notice of Election to Purchase has the
meaning assigned to such term in Section 15.1(b).  Omnibus Agreement means that Omnibus
Agreement, dated as of the Closing Date, among K-Sea GP, EW Transportation LLC
(formerly known as New K-Sea Transportation LLC), EW Acquisition Corp.
(formerly known as K-Sea Acquisition Corp.), EW Holding Corp. (formerly known
as New EW Holding Corp.), EW Transportation Corp. (formerly known as New K-Sea
Transportation Corp.), the General Partner, the Partnership, K-Sea OLP GP LLC
and the Operating Partnership.  Operating Expenditures means all
Partnership Group expenditures, including, but not limited to, taxes,
reimbursements of the General Partner, repayment of Working Capital Borrowings,
debt service payments and capital expenditures, subject to the following:  (a)Payments
(including prepayments) of principal of and premium on indebtedness, other than
Working Capital Borrowings, shall not constitute Operating Expenditures; and  (b)Operating
Expenditures shall not include (i) Expansion Capital Expenditures or
actual Maintenance Capital Expenditures but shall include Estimated Maintenance
Capital Expenditures, (ii) payment of transaction expenses relating to Interim
Capital Transactions or (iii) distributions to Partners.  Where capital expenditures are made in part
for Acquisitions or for Capital Improvements and in part for other purposes,
the General Partners good faith allocation between the amounts paid for each
shall be conclusive.  12


Operating Partnership means K-Sea
Operating Partnership L.P., a Delaware limited partnership, and any successors
thereto.  Operating Partnership Agreement means the
Amended and Restated Agreement of Limited Partnership of the Operating
Partnership, as it may be amended, supplemented or restated from time to time.  Operating Surplus means, with respect to
any period ending prior to the Liquidation Date, on a cumulative basis and
without duplication,  (c)the sum of (i) $5
million plus all cash and cash equivalents of the Partnership Group on hand as
of the close of business on the Closing Date, (ii) all cash receipts of
the Partnership Group for the period beginning on the Closing Date and ending
on the last day of such period, other than cash receipts from Interim Capital
Transactions (except to the extent specified in Section 6.5) and (iii) all
cash receipts of the Partnership Group after the end of such period but on or before
the date of determination of Operating Surplus with respect to such period
resulting from Working Capital Borrowings, less  (d)the sum of (i) Operating
Expenditures for the period beginning on the Closing Date and ending on the
last day of such period and (ii) the amount of cash reserves that are
necessary or advisable in the reasonable discretion of the General Partner to
provide funds for future Operating Expenditures; provided, however, that
disbursements made (including contributions to a Group Member or disbursements
on behalf of a Group Member) or cash reserves established, increased or reduced
after the end of such period but on or before the date of determination of
Available Cash with respect to such period shall be deemed to have been made,
established, increased or reduced, for purposes of determining Operating
Surplus, within such period if the General Partner so determines.  Notwithstanding
the foregoing, Operating Surplus with respect to the Quarter in which the
Liquidation Date occurs and any subsequent Quarter shall equal zero.  Opinion of Counsel means a written
opinion of counsel (who may be regular counsel to the Partnership or the
General Partner or any of its Affiliates) acceptable to the General Partner in
its reasonable discretion.  Option Closing Date means the date or
dates on which any Common Units are sold by the Partnership to the Underwriters
upon exercise of the Over-Allotment Option.  Organizational Limited Partner means
Timothy J. Casey in his capacity as the organizational limited partner of the
Partnership pursuant to this Agreement.  Outstanding means, with respect to
Partnership Securities, all Partnership Securities that are issued by the
Partnership and reflected as outstanding on the Partnerships books and records
as of the date of determination; provided, however, that if at any time any
Person or Group (other than the General Partner or its Affiliates) beneficially
owns 20% or more of any Outstanding Partnership Securities of any class then
Outstanding, all Partnership Securities  13


owned
by such Person or Group shall not be voted on any matter and shall not be
considered to be Outstanding when sending notices of a meeting of Limited
Partners to vote on any matter (unless otherwise required by law), calculating
required votes, determining the presence of a quorum or for other similar
purposes under this Agreement, except that Common Units so owned shall be
considered to be Outstanding for purposes of Section 11.1(b)(iv) (such
Common Units shall not, however, be treated as a separate class of Partnership
Securities for purposes of this Agreement); provided, further, that the
foregoing limitation shall not apply (i) to any Person or Group who
acquired 20% or more of any Outstanding Partnership Securities of any class
then Outstanding directly from the General Partner or its Affiliates, (ii) to
any Person or Group who acquired 20% or more of any Outstanding Partnership
Securities of any class then Outstanding directly or indirectly from a Person
or Group described in clause (i) provided that the General Partner shall
have notified such Person or Group in writing that such limitation shall not
apply, or (iii) to any Person or Group who acquired 20% or more of any
Partnership Securities issued by the Partnership with the prior approval of the
Board of Directors of the General Partner; provided, further, that for purposes
of the foregoing, unless the context otherwise requires, Series A
Preferred Units shall be deemed to be of the same class of Partnership
Securities as the Common Units.  For the
avoidance of doubt, the Board of Directors has approved the issuance of the Series A
Preferred Units to the Purchaser pursuant to the Purchase Agreement in
accordance with clause (iii) of the immediately preceding sentence, and
any Series A PIK Preferred Units and Conversion Units issued to the
Purchaser shall be deemed to be approved by the Board of Directors in
accordance with clause (iii) of the immediately preceding sentence and the
foregoing limitations of the immediately preceding sentence shall not apply to
the Purchaser with respect to their ownership of the Series A Preferred
Units, Series A PIK Preferred Units and Conversion Units.  Over-Allotment Option means the over-allotment
option granted to the Underwriters by the Partnership pursuant to the
Underwriting Agreement.  No distinction
shall be made for purposes of Section 6.1 (or any other provision of this
Agreement) between Common Units that are issued on the Closing Date to the
Underwriters and any Common Units that are issued to the Underwriters pursuant
to the Over-Allotment Option.  Own and Owner
have the meanings assigned to such terms in Section 4.10(h)(i) for
the purposes stated in Section 4.10(h).  Partner Nonrecourse Debt has the meaning
set forth in Treasury Regulation Section 1.704-2(b)(4).  Partner Nonrecourse Debt Minimum Gain has
the meaning set forth in Treasury Regulation Section 1.704-2(i)(2).  Partner Nonrecourse Deductions means any
and all items of loss or deduction determined in accordance with Section 5.5(b) that,
in accordance with the principles of Treasury Regulation Section 1.704-2(i),
are attributable to a Partner Nonrecourse Debt.  Partnersmeans the General Partner
and the Limited Partners.  14


Partnership means K-Sea Transportation
Partners L.P., a Delaware limited partnership, and any successors thereto.  Partnership Event has the meaning assigned to such term in Section 5.12(b)(viii)(H)(a).  Partnership Event Change of Control Offer has the meaning
assigned to such term in Section 5.12(b)(viii)(H)(b).  Partnership Event Payment has the meaning assigned to such
term in Section 5.12(b)(viii)(H)(b).  Partnership Event Payment Date has the meaning assigned to
such term in Section 5.12(b)(viii)(H)(c)(ii).  Partnership Group means the Partnership,
the Operating Partnership and any Subsidiary of any such entity, treated as a
single consolidated entity.  Partnership Interest means an interest in
the Partnership, which shall include the General Partner Interest and Limited
Partner Interests.  Partnership Minimum Gain means that
amount determined in accordance with the principles of Treasury Regulation Section 1.704-2(d).  Partnership Security means any class or
series of equity interest in the Partnership (but excluding any options,
rights, warrants and appreciation rights relating to an equity interest in the
Partnership), including without limitation, Common Units, Series A
Preferred Units, General Partner Units and Incentive Distribution Rights.  Percentage Interest means as of any date
of determination (a) as to the General Partner, with respect to General
Partner Units and as to any Unitholder or Assignee with respect to Units, the
product obtained by multiplying (i) 100% less the percentage applicable to
clause (b) below by (ii) the quotient obtained by dividing (A) the
number of General Partner Units held by the General Partner or the number of
Units held by such Unitholder or Assignee (or, in the case of Series A
Preferred Units, the number of Common Units into which such Series A
Preferred Units held by such Unitholder or Assignee would then convert under Section 5.12(b)(viii)),
by (y) the total number of Outstanding Units and General Partner Units,
and (b) as to the holders of other Partnership Securities issued by the
Partnership in accordance with Section 5.6, the percentage for each such
Partnership Security as determined pursuant to procedures specified by the
General Partner as a part of such issuance. The Percentage Interest with
respect to an Incentive Distribution Right shall at all times be zero.  Permitted Percentage has the meaning
assigned to such term in Section 4.10(h)(iv) for the purposes stated in
Section 4.10(h).  Person means an individual or a
corporation, limited liability company, partnership, joint venture, trust,
unincorporated organization, association, government agency or political
subdivision thereof or other entity.  15


Per Unit Capital Amount means, as of any
date of determination, the Capital Account, stated on a per Unit basis,
underlying any Unit held by a Person other than the General Partner or any
Affiliate of the General Partner who holds Units.  Pro Rata means (a) when modifying
Units or any class thereof, apportioned equally among all designated Units in
accordance with their relative Percentage Interests, (b) when modifying
Partners and Assignees, apportioned among all Partners and Assignees in
accordance with their relative Percentage Interests and (c) when modifying
holders of Incentive Distribution Rights, apportioned equally among all holders
of Incentive Distribution Rights in accordance with the relative number or percentage
of Incentive Distribution Rights held by each such holder.  Purchase Date means the date determined
by the General Partner as the date for purchase of all Outstanding Units of a
certain class (other than Units owned by the General Partner and its
Affiliates) pursuant to Article XV.  Purchaser means the Purchaser as defined in the Securities
Purchase Agreement.  Quarter means, unless the context
requires otherwise, a fiscal quarter, or, with respect to the first fiscal
quarter after the Closing Date, the portion of such fiscal quarter after the
Closing Date, of the Partnership.  Recapture Income means any gain
recognized by the Partnership for federal income tax purposes (computed without
regard to any adjustment required by Section 734 or Section 743 of
the Code) upon the disposition of any property of the Partnership, which gain
is characterized as ordinary income for federal income tax purposes because it
represents the recapture of deductions previously taken with respect to such
property.  Record Date means the date established by
the General Partner for determining (a) the identity of the Record Holders
entitled to notice of, or to vote at, any meeting of Limited Partners or
entitled to vote by ballot or give approval of Partnership action in writing
without a meeting or entitled to exercise rights in respect of any lawful
action of Limited Partners or (b) the identity of Record Holders entitled
to receive any report or distribution or to participate in any offer.  Record Holder means the Person in whose
name a Common Unit is registered on the books of the Transfer Agent as of the
opening of business on a particular Business Day, or with respect to other
Partnership Securities, the Person in whose name any such other Partnership
Security is registered on the books which the General Partner has caused to be
kept as of the opening of business on such Business Day.  Redeemable Interests means any
Partnership Interests for which a redemption notice has been given, and has not
been withdrawn, pursuant to Section 4.9.  Registration Statement means the
Registration Statement on Form S-1 (Registration No. 333-107084) as
it has been or as it may be amended or supplemented from time to time, filed by
the Partnership with the Commission under the Securities Act to register the
offering and sale of the Common Units in the Initial Offering.  16


Required Allocations means (a) any
limitation imposed on the allocation of Net Losses or Net Termination Losses
under Section 6.1(b) or 6.1(c) that is identified herein as a
Required Allocation and (b) any allocation of an item of income, gain,
loss or deduction pursuant to Section 6.1(d) that is identified
therein as a Required Allocation.  Restricted Business has the meaning
assigned to such term in the Omnibus Agreement.  Second Liquidation Target Amount has the
meaning assigned to such term in Section 6.1(c)(i)(D).  Second Target Distribution means $0.625
per Unit per Quarter (or, with respect to the period commencing on the Closing
Date and ending on March 31, 2004, it means the product of $0.625
multiplied by a fraction of which the numerator is equal to the number of days
in such period and of which the denominator is 91), subject to adjustment in accordance
with Sections 6.6 and 6.9.  Second Transaction Closing Date has the meaning assigned to
such term in the Securities Purchase Agreement.  Section 721 Contingent Obligation
means any obligation that is not a liability, within the meaning of Treasury
Regulation Section 1.752-1(a)(1) or any successor thereto, and that
is assumed by the Partnership as property is transferred to the Partnership or
to which property that is transferred to the Partnership is subject, in each
case in a transaction that is described in Section 721(a) of the
Code.  Securities Act means the Securities Act
of 1933, as amended, supplemented or restated from time to time and any
successor to such statute.  Securities
Purchase Agreement means that certain Securities Purchase
Agreement, dated as of September 1, 2010 by and among the Partnership, the
General Partner and the initial Series A Unitholder.  Series A
Adjusted Issue Price means (i) the Series A Issue Price,
divided by (ii) the Series A Conversion Rate.  Series A
Change of Control means the occurrence of any of the following  (a)           the direct or
indirect sale, lease, transfer, conveyance or other disposition (other than by
way of merger, consolidation or business combination), in one or a series of
related transactions, of all or substantially all of the properties or assets
of the Partnership and its Subsidiaries taken as a whole to any person (as
that term is used in Section 13(d)(3) of the Exchange Act);  (b)           the
adoption of a plan relating to the liquidation or dissolution of the
Partnership or the removal of theGeneral Partner by the Limited Partners of the
Partnership;  17


(c)           theconsummation of any
transaction (including, without limitation, any merger, consolidation or
business combination), the result of which is that any Person (excluding the Series A
Preferred Unit Partner), other than the owners of the General Partner
immediately preceding the closing of the transactions contemplated by
Securities Purchase Agreement, becomes the Beneficial Owner, directly or
indirectly, of more than fifty percent (50%) of the equity of the General
Partner or of the Common Units of the Partnership, measured by voting power
rather than number of units;  (d)           notwithstanding
anything provided in clauses (a) through (c) above, (i) any
direct or indirect sale,conveyance, assignment, transfer, merger, consolidation or business combination
that would result in the owners of the General Partner immediately preceding
the closing of the transactions contemplated by the Securities Purchase
Agreement owning, directly or indirectly, less than fifty percent (50%) of the
equity of the General Partner, or (ii) any assignment or transfer of all
or substantially all of the assets of the General Partner; or  (e)consummation of a Rule 13e-3 transaction as
defined in Rule 13e-3 under the Exchange Act with respect to the
Partnership.  Series A
Conversion Date has the meaning assigned to such term in Section 5.12(b)(viii)(E).  Series A
Conversion Notice has the meaning assigned to such term in Section 5.12(b)(viii)(B).  Series A
Conversion Notice Date has the meaning assigned to such term in Section 5.12(b)(viii)(B).  Series A
Conversion Rate means one Common Unit for each Series A Preferred
Unit, subject to adjustment as set forth in Sections 5.12(b)(viii)(F) 
(H).  Series A
Distribution Payment Date has the meaning assigned to such term in Section 5.12(b)(ii)(A).  Series A
Distribution Rate means (i) with respect to a Series A Quarterly
Distribution for any Quarter prior to the Cash Distribution Trigger Quarter, an
amount per Series A Preferred Unit equal to $0.18326 per Quarter, and (ii) with
respect to a Series A Quarterly Distribution for the Cash Distribution
Trigger Quarter and any Quarter thereafter, an amount per Series A
Preferred Unit equal to the greater of (A) the aggregate amount of
distributions in cash for such Quarter that would have been payable with
respect to a Series A Preferred Unit if such Series A Preferred Unit
had converted at the beginning of such Quarter into the number of Common Unit(s) into
which such Series A Preferred Unit is convertible pursuant to Section 5.12(b)(viii) as
of the date of such determination and (B) $0.18326 per Quarter; provided,
however, with respect to the Series A Preferred Units issued on the First
Transaction Closing Date that are Outstanding for the period commencing on the
First Transaction Closing Date and ending on September 30, 2010, Series A Distribution Rate for the
Quarter ending on September 30, 2010 shall mean an amount equal to
$0.18326 per Series A Preferred Unit, multiplied by a fraction of which
the numerator is the number of days in such period and the denominator is 92;
provided, further,  18


however, with respect to Series A Preferred
Units issued on the Second Transaction Closing Date that are Outstanding for
the period commencing on the Second Transaction Closing Date and ending on September 30,
2010 (or, if the Second Transaction Closing Date occurs after September 30,
2010, for the period commencing on the Second Transaction Closing Date and
ending on December 31, 2010), Series A
Distribution Rate for the Quarter ending on September 30, 2010
or the Quarter ending on December 31, 2010, as the case may be, shall mean
an amount equal to $0.18326 per Series A Preferred Unit, multiplied by a
fraction of which the numerator is the number of days in such period and the
denominator is 92.  Series A
Forced Conversion Notice has the meaning assigned to such term in Section 5.12(b)(viii)(D).  Series A
Forced Conversion Notice Date has the meaning assigned to such term
in Section 5.12(b)(viii)(D).  Series A
Issue Price means $5.43 per Series A Preferred Unit.  Series A
Liquidation Value means, with respect to each Series A
Preferred Unit Outstanding as of the date of such determination, an amount
equal to the sum of (i) the Series A Issue Price, plus (ii) all Series A
Unpaid Cash Distributions and all accrued and unpaid interest thereon
(determined in accordance with Section 5.12(b)(ii)(C)) plus, (iii) all
accrued but unpaid distributions on such Series A Preferred Unit with
respect to the Quarter in which the liquidation occurs, minus any distributions
to such Series A Preferred Unit pursuant to clause (i) of
Section 6.5.  Series A
Parity Securities means any class or series of Partnership
Securities that, with respect to distributions on such Partnership Securities
or distributions upon liquidation of the Partnership, ranks pari passu with the
Series A Preferred Units.  Series A  PIK Preferred Payment Date
has the meaning assigned to such term in Section 5.12(b)(ii)(B).  Series A PIK Preferred Units has the meaning assigned
to such term in Section 5.12(a).  Series A Preferred Units has the meaning assigned to
such term in Section 5.12(a).  Series A
Preferred Unit Partner means, collectively, KA First Reserve, LLC
and any Affiliate of KA First Reserve, LLC that holds any Unit, including, but
not limited to, any such Affiliate that (i) acquired Units by transfer
from KA First Reserve, LLC, (ii) holds Common Units converted from Series A
Preferred Units pursuant to this Agreement, or (iii) acquired any Units in
any other transaction not in violation of this Agreement or applicable Law.  Series A
Quarterly Distribution has the meaning assigned to such term in Section 5.12(b)(ii)(A).  Series A
Senior Securities means any class or series of Partnership
Securities that, with respect to distributions on such Partnership Securities
or distributions upon liquidation of the Partnership, ranks senior to the Series A
Preferred Units.  19


Series A
Unitholder means a holder of Record of Series A Preferred
Units.  Series A
Unpaid Cash Distributions has the meaning assigned to such term in
Section 5.12(b)(ii)(C).  Special
Approval means approval by a majority of the members of the
Conflicts Committee.  Subordinated Unit means a Unit formerly
representing a fractional part of the Partnership Interests of all Limited
Partners and Assignees and having the rights and obligations specified with
respect to Subordinated Units in the Third Amended and Restated Agreement of
Limited Partnership of K-Sea Transportation Partners L.P.  All Subordinated Units have previously
converted into Common Units.  Subsidiary means, with respect to any
Person, (a) a corporation of which more than 50% of the voting power of
shares entitled (without regard to the occurrence of any contingency) to vote
in the election of directors or other governing body of such corporation is
owned, directly or indirectly, at the date of determination, by such Person, by
one or more Subsidiaries of such Person or a combination thereof, (b) a
partnership (whether general or limited) in which such Person or a Subsidiary
of such Person is, at the date of determination, a general or limited partner
of such partnership, but only if more than 50% of the partnership interests of
such partnership (considering all of the partnership interests of the
partnership as a single class) is owned, directly or indirectly, at the date of
determination, by such Person, by one or more Subsidiaries of such Person, or a
combination thereof, or (c) any other Person (other than a corporation or
a partnership) in which such Person, one or more Subsidiaries of such Person,
or a combination hereof, directly or indirectly, at the date of determination,
has (i) at least a majority ownership interest or (ii) the power to
elect or direct the election of a majority of the directors or other governing
body of such Person.  Substituted Limited Partner means a
Person who is admitted as a Limited Partner to the Partnership pursuant to Section 10.2
in place of and with all the rights of a Limited Partner and who is shown as a
Limited Partner on the books and records of the Partnership.  Survivor Preferred Security has the meaning assigned to
such term in Section 5.12(b)(viii)(H)(a).  Surviving Business Entity has the meaning
assigned to such term in Section 14.2(b).  Taxable Period of the Partnership or taxable
period of the Partnership has the meaning assigned thereto in Section 5.5(b)(viii).  Tax Cost means the quotient obtained by dividing (A) the
product of (x) the excess of (I) the highest marginal effective rate
of federal, state and local income tax applicable to ordinary income of an
individual resident in New York City, New York for the taxable year in which
the Series A Conversion Date occurs with respect to the Series A
Forced Conversion Notice over (II) the highest marginal effective rate of
federal, state and local income tax applicable to long-term capital gain of an
individual resident in New York City, New York for the taxable year in which
the conversion occurs and (y) any corrective allocation (within the
meaning of Proposed  20


Treasury
Regulation Section 1.704-1(b)(4)(x)) made to a Unitholder (or any other
taxable capital shift to a Unitholder) as a result of a conversion of such
Unitholders Series A Preferred Units pursuant to Section 5.12(b)(viii)(C),
by (B) one (1.00) minus the highest marginal effective rate of federal,
state and local income tax applicable to ordinary income of an individual
resident in New York City, New York for the taxable year in which the
conversion occurs.  Third Liquidation Target Amount has the
meaning assigned to such term in Section 6.1(c)(i)(E).  Third Target Distribution means $0.75 per
Unit per Quarter (or, with respect to the period commencing on the Closing Date
and ending on March 31, 2004, it means the product of $0.75 multiplied by
a fraction of which the numerator is equal to the number of days in such period
and of which the denominator is 91), subject to adjustment in accordance with
Sections 6.6 and 6.9.  Trading Day has the meaning assigned to
such term in Section 15.1(a).  transfer
has the meaning assigned to such term in Section 4.4(a).  Transfer Agent means such bank, trust
company or other Person (including the General Partner or one of its
Affiliates) as shall be appointed from time to time by the Partnership to act
as registrar and transfer agent for the Common Units; provided that if no
Transfer Agent is specifically designated for any other Partnership Securities,
the General Partner shall act in such capacity.  Transfer Application means an application
and agreement for transfer of Units in the form set forth on the back of a Certificate
or in a form substantially to the same effect in a separate instrument.  Underwriter means each Person named as an
underwriter in Schedule I to the Underwriting Agreement who purchased Common
Units pursuant thereto.  Underwriting Agreement means the
Underwriting Agreement dated January 8, 2004 providing for the purchase of
Common Units by the Underwriters in the Initial Offering.  Unit means a Partnership Security that is
designated as a Unit and shall include Common Units and Series A Preferred
Units but shall not include (i) General Partner Units (or the General
Partner Interest represented thereby) or (ii) Incentive Distribution
Rights.  Unitholders means the holders of Units.  Unit Majority means at least a majority
of the Outstanding Common Units (including the outstanding Series A
Preferred Units on an as-converted basis).  Unit Register means the register of the
Partnership for the registration and transfer of Limited Partnership Interests
as provided in Section 4.5.  Unpaid MQD has the meaning assigned to
such term in Section 6.1(c)(i)(B).  21


Unrealized Gain of any item of
Partnership property at a time means the excess, if any, of (a) the fair
market value of such property at the time (as determined under Section 5.5(d))
over (b) the Carrying Value of such property as of such time prior to any
adjustment to be made pursuant to Section 5.5(d) as of such time.  Unrealized Loss of any item of
Partnership property at a time means the excess, if any, of (a) the
Carrying Value of such property as of the time (prior to any adjustment to be
made pursuant to Section 5.5(d) as of such time) over (b) the
fair market value of such property as of such time as determined under Section 5.5(d).  Unrecovered Capital at any time means the
Initial Unit Price less the sum of all distributions constituting Capital
Surplus theretofore made in respect of an Initial Common Unit and any
distributions of cash (or the Net Agreed Value of any distributions in kind) in
connection with the dissolution and liquidation of the Partnership theretofore
made in respect of an Initial Common Unit, adjusted as the General Partner
determines to be appropriate to give effect to any distribution, subdivision or
combination of such Initial Common Units.  U.S. Citizen has the meaning assigned to
such term in Section 4.10(h)(ii) for the purposes stated in Section 4.10(h).  U.S. GAAP means United States generally
accepted accounting principles consistently applied.  Withdrawal Opinion of Counsel has the
meaning assigned to such term in Section 11.1(b).  Working Capital Borrowings means
borrowings used solely for working capital purposes or to pay distributions to
Partners made pursuant to a credit agreement or other arrangement to the extent
all such borrowings are required to be reduced to a relatively small amount
each year (or for the year in which the Initial Offering is consummated, the
12-month period beginning on the Closing Date) for an economically meaningful
period of time.  Section 1.2             Construction.  Unless
the context requires otherwise: (a) any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the
singular form of nouns, pronouns and verbs shall include the plural and vice
versa; (b) references to Articles and Sections refer to Articles and
Sections of this Agreement; (c) the term include or includes means
includes, without limitation, and including means including, without
limitation; and (d) for so long as the General Partner has a general
partner, references to directors, officers and employees of the General Partner
shall mean the directors, officers and employees of K-Sea GP (and its
successors and permitted assigns) acting for or on behalf of the General
Partner.  22


ARTICLE II  ORGANIZATION  Section 2.1             Formation.  The
General Partner and the Organizational Limited Partner previously formed the
Partnership as a limited partnership pursuant to the provisions of the Delaware
Act.  On the Interim Closing Date, the
General Partner and the Limited Partners entered into that certain First
Amended and Restated Agreement of Limited Partnership of K-Sea Transportation
Partners L.P. in connection with the transactions described in Section 5.1(b) of
this Agreement.  On January 8, 2004,
the General Partner and the Limited Partners entered into that certain Second
Amended and Restated Agreement of Limited Partnership of K-Sea Transportation
Partners L.P. in connection with the Initial Offering, which amended and
restated the First Amended and Restated Agreement of Limited Partnership of
K-Sea Transportation Partners L.P. in its entirety.  On May 1, 2006, the General Partner and
the Limited Partners entered into that certain Third Amended and Restated
Agreement of Limited Partnership of K-Sea Transportation Partners L.P., which
amended and restated the Second Amended and Restated Agreement of Limited
Partnership of K-Sea Transportation Partners L.P. in its entirety.  This Agreement amends and restates the Third
Amended and Restated Agreement of Limited Partnership of K-Sea Transportation
Partners L.P., as amended, in its entirety. 
This amendment and restatement shall become effective on the date of
this Agreement.  Except as expressly
provided to the contrary in this Agreement, the rights, duties (including
fiduciary duties), liabilities and obligations of the Partners and the
administration, dissolution and termination of the Partnership shall be
governed by the Delaware Act.  All
Partnership Interests shall constitute personal property of the owner thereof
for all purposes and a Partner has no interest in specific Partnership
property.  Section 2.2             Name.  The
name of the Partnership shall be K-Sea Transportation Partners L.P.  The Partnerships business may be conducted
under any other name or names deemed necessary or appropriate by the General
Partner in its sole discretion, including the name of the General Partner.  The words Limited Partnership, L.P., Ltd.
or similar words or letters shall be included in the Partnerships name where
necessary for the purpose of complying with the laws of any jurisdiction that
so requires.  The General Partner in its
discretion may change the name of the Partnership at any time and from time to
time and shall notify the Limited Partners of such change in the next regular
communication to the Limited Partners.  Section 2.3             Registered Office;
Registered Agent; Principal Office; Other Offices.  Unless
and until changed by the General Partner, the registered office of the
Partnership in the State of Delaware shall be located at 1209 Orange Street,
Wilmington, Delaware 19801, and the registered agent for service of process on
the Partnership in the State of Delaware at such registered office shall be The
Corporation Trust Company.  The principal
office of the Partnership shall be located at One Tower Center Boulevard, 17th
Floor, East Brunswick, New Jersey 08816 or such other place as the General
Partner may from time to time designate by notice to the Limited Partners.  The Partnership may maintain offices at such
other place or places within or outside the State of Delaware as the General
Partner deems necessary or appropriate. 
The address of the General Partner shall be One Tower Center Boulevard,
17th Floor, East Brunswick, New Jersey 08816 or such other place as the General
Partner may from time to time designate by notice to the Limited Partners.  23


Section 2.4             Purpose and Business.  The
purpose and nature of the business to be conducted by the Partnership shall be
to (a) serve as a partner of the Operating Partnership and, in connection
therewith, to exercise all the rights and powers conferred upon the Partnership
as a partner of the Operating Partnership pursuant to the Operating Partnership
Agreement or otherwise, (b) engage directly in, or enter into or form any
corporation, partnership, joint venture, limited liability company or other
arrangement to engage indirectly in, any business activity that the Operating
Partnership is permitted to engage in by the Operating Partnership Agreement or
that its subsidiaries are permitted to engage in by their limited liability
company or partnership agreements or other organizational documents and, in
connection therewith, to exercise all of the rights and powers conferred upon
the Partnership pursuant to the agreements relating to such business activity, (c) engage
directly in, or enter into or form any corporation, partnership, joint venture,
limited liability company or other arrangement to engage indirectly in, any
business activity that is approved by the General Partner and which lawfully
may be conducted by a limited partnership organized pursuant to the Delaware
Act and, in connection therewith, to exercise all of the rights and powers
conferred upon the Partnership pursuant to the agreements relating to such
business activity; provided, however, that the General Partner reasonably
determines, as of the date of the acquisition or commencement of such activity,
that such activity does not affect the Partnerships treatment as a partnership
for Federal income tax purposes, and (d) do anything necessary or
appropriate to the foregoing, including the making of capital contributions or
loans to a Group Member.  The General
Partner has no obligation or duty to the Partnership, the Limited Partners or
the Assignees to propose or approve, and in its discretion may decline to
propose or approve, the conduct by the Partnership of any business.  Section 2.5             Powers.  The
Partnership shall be empowered to do any and all acts and things necessary,
appropriate, proper, advisable, incidental to or convenient for the furtherance
and accomplishment of the purposes and business described in Section 2.4
and for the protection and benefit of the Partnership.  Section 2.6             Power of Attorney.  (a)Each Limited
Partner and each Assignee hereby constitutes and appoints the General Partner
and, if a Liquidator shall have been selected pursuant to Section 12.3,
the Liquidator (and any successor to the Liquidator by merger, transfer,
assignment, election or otherwise) and each of their authorized officers and
attorneys-in-fact, as the case may be, with full power of substitution, as his
true and lawful agent and attorney-in-fact, with full power and authority in
his name, place and stead, to:  (i)execute, swear
to, acknowledge, deliver, file and record in the appropriate public offices (A) all
certificates, documents and other instruments (including this Agreement and the
Certificate of Limited Partnership and all amendments or restatements hereof or
thereof) that the General Partner or the Liquidator deems necessary or
appropriate to form, qualify or continue the existence or qualification of the
Partnership as a limited partnership (or a partnership in which the limited
partners have limited  24


liability) in the State of
Delaware and in all other jurisdictions in which the Partnership may conduct
business or own property; (B) all certificates, documents and other
instruments that the General Partner or the Liquidator deems necessary or
appropriate to reflect, in accordance with its terms, any amendment, change,
modification or restatement of this Agreement; (C) all certificates,
documents and other instruments (including conveyances and a certificate of
cancellation) that the General Partner or the Liquidator deems necessary or
appropriate to reflect the dissolution and liquidation of the Partnership
pursuant to the terms of this Agreement; (D) all certificates, documents
and other instruments relating to the admission, withdrawal, removal or
substitution of any Partner pursuant to, or other events described in, Article IV,
X, XI or XII; (E) all certificates, documents and other instruments
relating to the determination of the rights, preferences and privileges of any
class or series of Partnership Securities issued pursuant to Section 5.6;
and (F) all certificates, documents and other instruments (including agreements
and a certificate of merger) relating to a merger or consolidation of the
Partnership pursuant to Article XIV; and  (ii)execute, swear
to, acknowledge, deliver, file and record all ballots, consents, approvals,
waivers, certificates, documents and other instruments necessary or
appropriate, in the discretion of the General Partner or the Liquidator, to
make, evidence, give, confirm or ratify any vote, consent, approval, agreement
or other action that is made or given by the Partners hereunder or is consistent
with the terms of this Agreement or is necessary or appropriate, in the
discretion of the General Partner or the Liquidator, to effectuate the terms or
intent of this Agreement; provided, that when required by Section 13.3 or
any other provision of this Agreement that establishes a percentage of the
Limited Partners or of the Limited Partners of any class or series required to
take any action, the General Partner and the Liquidator may exercise the power
of attorney made in this Section 2.6(a)(ii) only after the necessary
vote, consent or approval of the Limited Partners or of the Limited Partners of
such class or series, as applicable.  Nothing contained in this Section 2.6(a) shall
be construed as authorizing the General Partner to amend this Agreement except
in accordance with Article XIII or as may be otherwise expressly provided
for in this Agreement.  (b)The foregoing
power of attorney is hereby declared to be irrevocable and a power coupled with
an interest, and it shall survive and, to the maximum extent permitted by law,
not be affected by the subsequent death, incompetency, disability, incapacity,
dissolution, bankruptcy or termination of any Limited Partner or Assignee and
the transfer of all or any portion of such Limited Partners or Assignees
Partnership Interest and shall extend to such Limited Partners or Assignees
heirs, successors, assigns and personal representatives. Each such Limited
Partner or Assignee hereby agrees to be bound by any  25


representation made by the
General Partner or the Liquidator acting in good faith pursuant to such power
of attorney; and each such Limited Partner or Assignee, to the maximum extent
permitted by law, hereby waives any and all defenses that may be available to
contest, negate or disaffirm the action of the General Partner or the
Liquidator taken in good faith under such power of attorney.  Each Limited Partner or Assignee shall
execute and deliver to the General Partner or the Liquidator, within 15 days
after receipt of the request therefor, such further designation, powers of
attorney and other instruments as the General Partner or the Liquidator deems
necessary to effectuate this Agreement and the purposes of the Partnership.  Section 2.7             Term.  The
term of the Partnership commenced upon the filing of the Certificate of Limited
Partnership in accordance with the Delaware Act and shall continue in existence
until the dissolution of the Partnership in accordance with the provisions of Article XII.  The existence of the Partnership as a
separate legal entity shall continue until the cancellation of the Certificate
of Limited Partnership as provided in the Delaware Act.  Section 2.8             Title to Partnership
Assets.  Title
to Partnership assets, whether real, personal or mixed and whether tangible or
intangible, shall be deemed to be owned by the Partnership as an entity, and no
Partner or Assignee, individually or collectively, shall have any ownership
interest in such Partnership assets or any portion thereof.  Title to any or all of the Partnership assets
may be held in the name of the Partnership, the General Partner, one or more of
its Affiliates or one or more nominees, as the General Partner may determine.  The General Partner hereby declares and warrants
that any Partnership assets for which record title is held in the name of the
General Partner or one or more of its Affiliates or one or more nominees shall
be held by the General Partner or such Affiliate or nominee for the use and
benefit of the Partnership in accordance with the provisions of this Agreement;
provided, however, that the General Partner shall use reasonable efforts to
cause record title to such assets (other than those assets in respect of which
the General Partner determines that the expense and difficulty of conveyancing
makes transfer of record title to the Partnership impracticable) to be vested
in the Partnership as soon as reasonably practicable; provided, further, that,
prior to the withdrawal or removal of the General Partner or as soon thereafter
as practicable, the General Partner shall use reasonable efforts to effect the
transfer of record title to the Partnership and, prior to any such transfer,
will provide for the use of such assets in a manner satisfactory to the General
Partner.  All Partnership assets shall be
recorded as the property of the Partnership in its books and records,
irrespective of the name in which record title to such Partnership assets is
held.  26


ARTICLE III  RIGHTS OF LIMITED PARTNERS  Section 3.1             Limitation of Liability.  The
Limited Partners and the Assignees shall have no liability under this Agreement
except as expressly provided in this Agreement or the Delaware Act.  Section 3.2             Management of Business.  No
Limited Partner or Assignee, in its capacity as such, shall participate in the
operation, management or control (within the meaning of the Delaware Act) of
the Partnerships business, transact any business in the Partnerships name or
have the power to sign documents for or otherwise bind the Partnership.  Any action taken by any Affiliate of the
General Partner or any officer, director, employee, manager, member, general
partner, agent or trustee of the General Partner or any of its Affiliates, or
any officer, director, employee, manager, member, general partner, agent or
trustee of a Group Member, in its capacity as such, shall not be deemed to be
participation in the control of the business of the Partnership by a limited
partner of the Partnership (within the meaning of Section 17-303(a) of
the Delaware Act) and shall not affect, impair or eliminate the limitations on
the liability of the Limited Partners or Assignees under this Agreement.  Section 3.3             Outside Activities of the
Limited Partners.  Subject
to the provisions of Section 7.5 and the Omnibus Agreement and any other
agreement between a Group Member and a Limited Partner or an Assignee, which
shall continue to be applicable to the Persons referred to therein, regardless
of whether such Persons shall also be Limited Partners or Assignees, any
Limited Partner or Assignee shall be entitled to and may have business
interests and engage in business activities in addition to those relating to
the Partnership, including business interests and activities in direct
competition with the Partnership Group. 
Neither the Partnership nor any of the other Partners or Assignees shall
have any rights by virtue of this Agreement in any business ventures of any
Limited Partner or Assignee.  Section 3.4             Rights of Limited
Partners.  (a)In addition to
other rights provided by this Agreement or by applicable law, and except as
limited by Section 3.4(b), each Limited Partner shall have the right, for
a purpose reasonably related to such Limited Partners interest as a limited
partner in the Partnership, upon reasonable written demand and at such Limited
Partners own expense:  (i)to obtain true
and full information regarding the status of the business and financial
condition of the Partnership;  (ii)promptly after
becoming available, to obtain a copy of the Partnerships federal, state and
local income tax returns for each year;  (iii)to have
furnished to him a current list of the name and last known business, residence
or mailing address of each Partner;  (iv)to have
furnished to him a copy of this Agreement and the Certificate of Limited
Partnership and all amendments thereto, together with copies of the executed
copies of all powers of attorney pursuant to which this  27


Agreement, the Certificate
of Limited Partnership and all amendments thereto have been executed;  (v)to obtain true
and full information regarding the amount of cash and a description and
statement of the Net Agreed Value of any other Capital Contribution by each
Partner and which each Partner has agreed to contribute in the future, and the
date on which each became a Partner; and  (vi)to obtain such
other information regarding the affairs of the Partnership as is just and
reasonable.  (b)The General
Partner may keep confidential from the Limited Partners and Assignees, for such
period of time as the General Partner deems reasonable, (i) any
information that the General Partner reasonably believes to be in the nature of
trade secrets or (ii) other information the disclosure of which the
General Partner in good faith believes (A) is not in the best interests of
the Partnership Group, (B) could damage the Partnership Group or (C) that
any Group Member is required by law or by agreement with any third party to
keep confidential (other than agreements with Affiliates of the Partnership the
primary purpose of which is to circumvent the obligations set forth in this Section 3.4).  ARTICLE IV  CERTIFICATES; RECORD HOLDERS;
TRANSFER OF PARTNERSHIP INTERESTS;
REDEMPTION OF PARTNERSHIP INTERESTS  Section 4.1             Certificates.  Upon
the Partnerships issuance of Common Units to any Person, the Partnership shall
issue, upon the request of such Person, one or more Certificates in the name of
such Person evidencing the number of such Units being so issued; provided,
however, with respect to the issuance of any Series A Preferred Units, the
Partnership shall issue such Certificates in accordance with Section 5.12(b)(vii).  In addition, (a) upon the General
Partners request, the Partnership shall issue to it one or more Certificates
in the name of the General Partner evidencing its General Partner Units and (b) upon
the request of any Person owning Incentive Distribution Rights or any other
Partnership Securities other than General Partner Units or Common Units, the
Partnership shall issue to such Person one or more certificates evidencing such
Incentive Distribution Rights or other Partnership Securities other than
General Partner Units or Common Units. Certificates shall be executed on behalf
of the Partnership by the Chairman of the Board of Directors, President or any
Executive Vice President or Vice President and the Chief Financial Officer or
the Secretary or any Assistant Secretary of the General Partner. No Common Unit
Certificate shall be valid for any purpose until it has been countersigned by
the Transfer Agent; provided, however, the Units may be certificated or
uncertificated as provided in the Delaware Act; provided, further, that if the
General Partner elects to issue Common Units in global form, the Common Unit
Certificates shall be valid upon receipt of a certificate from the Transfer
Agent certifying that the Common Units have been duly registered in accordance
with the directions of the Partnership and the Underwriters.  28


Section 4.2             Mutilated, Destroyed, Lost
or Stolen Certificates.  (a)If any
mutilated Certificate is surrendered to the Transfer Agent, the appropriate
officers of the General Partner on behalf of the Partnership shall execute, and
the Transfer Agent shall countersign and deliver in exchange therefor, a new
Certificate, or shall deliver other evidence of uncertificated Units,
evidencing the same number and type of Partnership Securities as the
Certificate so surrendered.  (b)The appropriate
officers of the General Partner on behalf of the Partnership shall execute and
deliver, and the Transfer Agent shall countersign, a new Certificate in place
of any Certificate previously issued, or issue uncertificated Units, if the
Record Holder of the Certificate:  (i)makes proof by
affidavit, in form and substance satisfactory to the General Partner, that a
previously issued Certificate has been lost, destroyed or stolen;  (ii)requests the
issuance of a new Certificate or uncertificated Units, before the General Partner
has notice that the Certificate has been acquired by a purchaser for value in
good faith and without notice of an adverse claim;  (iii)if requested by
the General Partner, delivers to the General Partner a bond, in form and
substance satisfactory to the General Partner, with surety or sureties and with
fixed or open penalty as the General Partner may reasonably direct, in its sole
discretion, to indemnify the Partnership, the Partners, the General Partner and
the Transfer Agent against any claim that may be made on account of the alleged
loss, destruction or theft of the Certificate; and  (iv)satisfies any
other reasonable requirements imposed by the General Partner.  If a Limited Partner or Assignee fails to notify
the General Partner within a reasonable time after he has notice of the loss,
destruction or theft of a Certificate, and a transfer of the Limited Partner
Interests represented by the Certificate is registered before the Partnership,
the General Partner or the Transfer Agent receives such notification, the
Limited Partner or Assignee shall be precluded from making any claim against
the Partnership, the General Partner or the Transfer Agent for such transfer or
for a new Certificate or uncertificated Units.  (c)As a condition
to the issuance of any new Certificate or uncertificated Unit under this Section 4.2,
the General Partner may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Transfer Agent)
reasonably connected therewith.  29


Section 4.3             Record Holders.  The
Partnership shall be entitled to recognize the Record Holder as the Partner or
Assignee with respect to any Partnership Interest and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Partnership Interest on the part of any other Person, regardless of whether the
Partnership shall have actual or other notice thereof, except as otherwise
provided by law or any applicable rule, regulation, guideline or requirement of
any National Securities Exchange on which such Partnership Interests are listed
for trading. Without limiting the foregoing, when a Person (such as a broker,
dealer, bank, trust company or clearing corporation or an agent of any of the
foregoing) is acting as nominee, agent or in some other representative capacity
for another Person in acquiring and/or holding Partnership Interests, as between
the Partnership on the one hand, and such other Persons on the other, such
representative Person (a) shall be the Partner or Assignee (as the case
may be) of record and beneficially, (b) must execute and deliver a
Transfer Application and a citizenship certification on behalf of such nominee,
agent or representative and of the person for whom he is acting in such
capacity and (c) shall be bound by this Agreement and shall have the
rights and obligations of a Partner or Assignee (as the case may be) hereunder
and as, and to the extent, provided for herein.  Section 4.4             Transfer Generally.  (a)The term transfer,
when used in this Agreement with respect to a Partnership Interest, shall be
deemed to refer to a transaction (i) by which the General Partner assigns
its General Partner Units to another Person who becomes a General Partner or (ii) by
which the holder of a Limited Partner Interest assigns such Limited Partner
Interest to another Person who is or becomes a Limited Partner or an Assignee,
and includes a sale, assignment, gift, pledge, encumbrance, hypothecation,
mortgage, exchange or any other disposition by law or otherwise.  (b)No Partnership
Interest shall be transferred, in whole or in part, except in accordance with
the terms and conditions set forth in this Article IV.  Any transfer or purported transfer of a
Partnership Interest not made in accordance with this Article IV shall be
null and void.  (c)Nothing
contained in this Agreement shall be construed to prevent a disposition by any
stockholder, member, partner or other owner of the General Partner of any or
all of the shares of stock, membership interests, partnership interests or
other ownership interests in the General Partner.  Section 4.5             Registration and Transfer
of Limited Partner Interests.  (a)The General
Partner shall keep or cause to be kept on behalf of the Partnership a register
in which, subject to such reasonable regulations as it may prescribe and
subject to the provisions of Section 4.5(b), the Partnership will provide
for the registration and transfer of Limited Partner Interests. The Transfer
Agent is hereby appointed registrar and transfer agent for the purpose of
registering Common Units and transfers of such Common Units as herein provided.
The Partnership shall not recognize transfers of Certificates evidencing
Limited Partner Interests or transfers of uncertificated Limited Partner
Interests unless  30


such transfers are effected
in the manner described in this Section 4.5. Upon surrender of a
Certificate for registration of transfer of any Limited Partner Interests
evidenced by a Certificate, and subject to the provisions of Section 4.5(b),
the appropriate officers of the General Partner on behalf of the Partnership shall
execute and deliver, and in the case of Common Units, the Transfer Agent shall
countersign and deliver, in the name of the holder or the designated transferee
or transferees, as required pursuant to the holders instructions, one or more
new Certificates evidencing the same aggregate number and type of Limited
Partner Interests as was evidenced by the Certificate so surrendered or, upon
request of the Person entitled thereto, new equivalent uncertificated Limited
Partner Interests shall be issued to such Person and the transaction shall be
recorded upon the books of the Partnership.  (b)Except as
otherwise provided in Section 4.9 and subject to Section 4.10:  (i)with respect to
certificated Limited Partner Interests, the General Partner shall not recognize
any transfer of Limited Partner Interests until the Certificates evidencing
such Limited Partner Interests are surrendered for registration of transfer and
such Certificates are accompanied by a Transfer Application and citizenship
certification duly executed by the transferee (or the transferees
attorney-in-fact duly authorized in writing). No charge shall be imposed by the
General Partner for such transfer; provided, that as a condition to the
issuance of any new Certificate under this Section 4.5, the General
Partner may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed with respect thereto; and  (ii)with respect to
uncertificated Limited Partner Interests, the General Partner shall not recognize
any transfer of uncertificated Limited Partner Interests until the transfer
instructions from the registered owner of such uncertificated Limited Partner
Interests are accompanied by a Transfer Application and citizenship
certification duly executed by the transferee (or the transferees
attorney-in-fact duly authorized in writing). No charge shall be imposed by the
General Partner for such transfer; provided, that as a condition to the
issuance of any new Certificate under this Section 4.5, the General
Partner may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed with respect thereto.  (c)Limited Partner
Interests may be transferred only in the manner described in this Section 4.5.  The transfer of any Limited Partner Interests
and the admission of any new Limited Partner shall not constitute an amendment
to this Agreement.  (d)Until admitted
as a Substituted Limited Partner pursuant to Section 10.2, the Record
Holder of a Limited Partner Interest shall be an Assignee in respect of such
Limited Partner Interest.  31


Limited Partners may include custodians, nominees
or any other individual or entity in its own or any representative capacity.  (e)Subject to Section 4.10,
a transferee of a Limited Partner Interest who has completed and delivered a
Transfer Application and citizenship certification shall be deemed to have (i) requested
admission as a Substituted Limited Partner, (ii) agreed to comply with and
be bound by and to have executed this Agreement, (iii) represented and
warranted that such transferee has the right, power and authority and, if an
individual, the capacity to enter into this Agreement, (iv) granted the
powers of attorney set forth in this Agreement and (v) given the consents
and approvals and made the waivers contained in this Agreement.  (f)Subject to Section 4.10,
the General Partner and its Affiliates shall have the right at any time to
transfer their Common Units to one or more Persons who are U.S. citizens.  Section 4.6             Transfer of the General
Partners General Partner Interest.  (a)Subject to Section 4.6(c) below,
prior to December 31, 2013, the General Partner shall not transfer all or
any part of its General Partner Interest to a Person unless such transfer (i) has
been approved by the prior written consent or vote of the holders of at least a
majority of the Outstanding Common Units (excluding Common Units held by the
General Partner and its Affiliates) or (ii) is of all, but not less than
all, of its General Partner Interest to (A) an Affiliate of the General
Partner (other than an individual) or (B) another Person (other than an
individual) in connection with the merger or consolidation of the General
Partner with or into another Person (other than an individual) or the transfer
by the General Partner of all or substantially all of its assets to another
Person (other than an individual).  (b)Subject to Section 4.6(c) below,
on or after December 31, 2013, the General Partner may transfer all or any
of its General Partner Interest without Unitholder approval.  (c)Notwithstanding
anything herein to the contrary, no transfer by the General Partner of all or
any part of its General Partner Interest to another Person shall be permitted
unless (i) the transferee is a U.S. Citizen, (ii) the transferee
agrees to assume the rights and duties of the General Partner under this
Agreement and to be bound by the provisions of this Agreement, (iii) the
Partnership receives an Opinion of Counsel that such transfer would not result
in the loss of limited liability of any Limited Partner or of any limited
partner of the Operating Partnership or cause the Partnership or the Operating
Partnership to be treated as an association taxable as a corporation or
otherwise to be taxed as an entity for federal income tax purposes (to the
extent not already so treated or taxed) and (iv) such transferee also
agrees to purchase all (or the appropriate portion thereof, if applicable) of
the partnership or membership interest of the General Partner as the general
partner or managing member, if any, of each other Group Member.  In the case of a transfer pursuant to and in
compliance with this Section 4.6, the  32


transferee or successor (as
the case may be) shall, subject to compliance with the terms of Section 10.3,
be admitted to the Partnership as the General Partner immediately prior to the
transfer of the Partnership Interest, and the business of the Partnership shall
continue without dissolution.  Section 4.7             Transfer of Incentive
Distribution Rights.  Prior
to December 31, 2013, a holder of Incentive Distribution Rights may
transfer any or all of the Incentive Distribution Rights held by such holder
without any consent of the Unitholders (a) to an Affiliate of such holder
(other than an individual) or (b) to another Person (other than an
individual) in connection with (i) the merger or consolidation of such
holder of Incentive Distribution Rights with or into such other Person, (ii) the
transfer by such holder of all or substantially all of its assets to such other
Person or (iii) the sale of all or substantially all its equity interests
to such other Person. Any other transfer of the Incentive Distribution Rights
prior to December 31, 2013, shall require the prior approval of holders of
at least a majority of the Outstanding Common Units (excluding Common Units
held by the General Partner and its Affiliates).  On or after December 31, 2013, the
General Partner or any other holder of Incentive Distribution Rights may
transfer any or all of its Incentive Distribution Rights without Unitholder
approval.  Notwithstanding anything
herein to the contrary, no transfer of Incentive Distribution Rights to another
Person shall be permitted unless the transferee agrees to be bound by the
provisions of this Agreement.  Section 4.8             Restrictions on Transfers.  (a)Except as
provided in Section 4.8(d) below, but notwithstanding the other
provisions of this Article IV, no transfer of any Partnership Interests
shall be made if such transfer would (i) violate the then applicable
federal or state securities laws or rules and regulations of the
Commission, any state securities commission or any other governmental authority
with jurisdiction over such transfer, (ii) terminate the existence or
qualification of the Partnership or the Operating Partnership under the laws of
the jurisdiction of its formation, (iii) cause the Partnership or the
Operating Partnership to be treated as an association taxable as a corporation
or otherwise to be taxed as an entity for federal income tax purposes (to the
extent not already so treated or taxed) or (iv) cause the Partnership to
violate the provisions of Section 4.10.  (b)The General
Partner may impose restrictions on the transfer of Partnership Interests if a
subsequent Opinion of Counsel determines that such restrictions are necessary
to avoid a significant risk of any Group Member becoming taxable as a
corporation or otherwise to be taxed as an entity for federal income tax
purposes.  The restrictions may be
imposed by making such amendments to this Agreement as the General Partner may
determine to be necessary or appropriate to impose such restrictions; provided,
however, that any amendment that the General Partner believes, in the exercise
of its reasonable discretion, could result in the delisting or suspension of
trading of any class of Limited Partner Interests on the principal National
Securities Exchange on which such class of Limited Partner Interests is then
traded must be approved, prior to such amendment being effected, by the  33


holders of at least a
majority of the Outstanding Limited Partner Interests of such class.  (c)Nothing contained
in this Article IV, or elsewhere in this Agreement, shall preclude the
settlement of any transactions involving Partnership Interests entered into
through the facilities of any National Securities Exchange on which such
Partnership Interests are listed for trading.  (d)Any Transfer of
a Conversion Unit shall be subject to the restrictions imposed by Section 6.11.  (e)Prior to the
date that is 180 days after the date of the First Transaction Closing Date, Series A
Unitholders shall not Transfer any Series A Preferred Units without the
prior written consent of the Partnership; provided, however, that the foregoing
restriction shall not apply to a Transfer of Series A Preferred Units by a
Series A Unitholder to its Affiliate if such Transfer would not, when
aggregated with all other sales or exchanges of Partnership Securities within
the prior 12-month period, result in a sale or exchange of 50% or more of the
capital and profits interests in the Partnership within the meaning of Section 708(b)(1)(B) of
the Internal Revenue Code and provided, further, that any Series A
Unitholder may pledge all or any portion of its Series A Preferred Units
to any holders of obligations owed or Securities issued by that Series A
Unitholder, including to the trustee for, or representative of, such holders.  Section 4.9             Cancellation or Forfeiture
of Property Under Non-Maritime Law; Redemption of Non-citizen Assignees.  (a)If any Group
Member is or becomes subject to any federal, state or local law or regulation
(other than Maritime Law) that, in the reasonable determination of the General
Partner, creates a substantial risk of cancellation or forfeiture of any
property in which the Group Member has an interest based on the nationality,
citizenship or other related status of a Limited Partner or Assignee (other
than under any Maritime Law), the General Partner may request any Limited
Partner or Assignee to furnish to the General Partner, within 30 days after
receipt of such request, an executed Citizenship Certification or such other
information concerning his nationality, citizenship or other related status
(or, if the Limited Partner or Assignee is a nominee holding for the account of
another Person, the nationality, citizenship or other related status of such
Person) as the General Partner may request. 
If a Limited Partner or Assignee fails to furnish to the General Partner
within the aforementioned 30-day period such Citizenship Certification or other
requested information or if upon receipt of such Citizenship Certification or
other requested information the General Partner determines, with the advice of
counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the
Partnership Interests owned by such Limited Partner or Assignee shall be
subject to redemption in accordance with the provisions of Section 4.9(e).  In addition, the General Partner may require
that the status of any such Partner or Assignee be changed to that of a
Non-citizen Assignee and, thereupon, the  34


General Partner shall be
substituted for such Non-citizen Assignee as the Limited Partner in respect of
his Limited Partner Interests.  (b)The General
Partner shall, in exercising voting rights in respect of Limited Partner
Interests held by it on behalf of Non-citizen Assignees, distribute the votes
in the same ratios as the votes of Partners (including without limitation the
General Partner) in respect of Limited Partner Interests other than those of
Non-citizen Assignees are cast, either for, against or abstaining as to the
matter.  (c)Upon
dissolution of the Partnership, a Non-citizen Assignee shall have no right to
receive a distribution in kind pursuant to Section 12.4 but shall be
entitled to the cash equivalent thereof, and the Partnership shall provide cash
in exchange for an assignment of the Non-citizen Assignees share of the
distribution in kind.  Such payment and
assignment shall be treated for Partnership purposes as a purchase by the
Partnership from the Non-citizen Assignee of his Limited Partner Interest
(representing his right to receive his share of such distribution in kind).  (d)At any time
after he can and does certify that he has become an Eligible Citizen, a
Non-citizen Assignee may, upon application to the General Partner, request
admission as a Substituted Limited Partner with respect to any Limited Partner
Interests of such Non-citizen Assignee not redeemed pursuant to Section 4.9(e),
and upon his admission pursuant to Section 10.2, the General Partner shall
cease to be deemed to be the Limited Partner in respect of the Non-citizen
Assignees Limited Partner Interests.  (e)If at any time
a Limited Partner or Assignee fails to furnish a Citizenship Certification or
other information requested within the 30-day period specified in Section 4.9(a),
or if upon receipt of such Citizenship Certification or other information the
General Partner determines, with the advice of counsel, that a Limited Partner
or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited
Partner or Assignee establishes to the satisfaction of the General Partner that
such Limited Partner or Assignee is an Eligible Citizen or has transferred his
Partnership Interests to a Person who is an Eligible Citizen and who furnishes
a Citizenship Certification to the General Partner prior to the date fixed for
redemption as provided below, redeem the Partnership Interest of such Limited
Partner or Assignee as follows:  (i)The General
Partner shall, not later than the 30th day before the date fixed for
redemption, give notice of redemption to the Limited Partner or Assignee, at
his last address designated on the records of the Partnership or the Transfer
Agent, by registered or certified mail, postage prepaid. The notice shall be
deemed to have been given when so mailed. The notice shall specify the
Redeemable Interests, the date fixed for redemption, the place of payment, that
payment of the redemption price will be made upon surrender of the Certificate
evidencing the Redeemable Interests, or, if uncertificated, upon receipt of
evidence satisfactory to the General Partner of the ownership of the Redeemable
Interests, and that on and after the  35


date fixed for redemption no
further allocations or distributions to which the Limited Partner or Assignee
would otherwise be entitled in respect of the Redeemable Interests will accrue
or be made.  (ii)The aggregate
redemption price for Redeemable Interests shall be an amount equal to the
Current Market Price (the date of determination of which shall be the date
fixed for redemption) of Limited Partner Interests of the class to be so
redeemed multiplied by the number of Limited Partner Interests of each such
class included among the Redeemable Interests. 
The redemption price shall be paid, in the discretion of the General
Partner, in cash or by delivery of a promissory note of the Partnership in the
principal amount of the redemption price, bearing interest at the rate of 10%
annually and payable in three equal annual installments of principal together
with accrued interest, commencing one year after the redemption date.  (iii)Upon surrender
by or on behalf of the Limited Partner or Assignee, at the place specified in
the notice of redemption, of (x) if certificated, the Certificate
evidencing the Redeemable Interests, duly endorsed in blank or accompanied by
an assignment duly executed in blank or (y) if uncertificated, upon
receipt of evidence satisfactory to the General Partner of the ownership of the
Redeemable Interests, the Limited Partner or Assignee or his duly authorized
representative shall be entitled to receive the payment therefor.  (iv)After the
redemption date, Redeemable Interests shall no longer constitute issued and
Outstanding Limited Partner Interests.  (f)The provisions
of Sections 4.9(e) through (h) shall also be applicable to Limited
Partner Interests held by a Limited Partner or Assignee as nominee of a Person
determined to be other than an Eligible Citizen.  (g)Nothing in
Sections 4.9(e) or 4.9(f) or this Section 4.9(g) shall
prevent the recipient of a notice of redemption from transferring his Limited
Partner Interest before the redemption date if such transfer is otherwise
permitted under this Agreement.  Upon
receipt of notice of such a transfer, the General Partner shall withdraw the
notice of redemption, provided the transferee of such Limited Partner Interest
certifies to the satisfaction of the General Partner in a Citizenship
Certification delivered in connection with the Transfer Application that he is
an Eligible Citizen.  If the transferee
fails to make such certification, such redemption shall be effected from the
transferee on the original redemption date.  (h)This Section 4.9
shall not apply to the determination of whether a Person is a U.S. Citizen
under applicable Maritime Law or to the treatment of any such Person under this
Agreement in the event it is determined that such Person is a Non-U.S. Citizen
under applicable Maritime Law.  Section 4.10
shall control for purposes of any such determination or treatment.  36


Section 4.10           Foreign Ownership of
Units.  (a)In
General.  It is the policy of the
Partnership that Non-U.S. Citizens should Own, individually or in the aggregate,
no more than the Permitted Percentage of the Units.  If at any time Non-U.S. Citizens,
individually or in the aggregate, become the Owners of more than the Permitted
Percentage of the Units, then the Partnership shall have the power to take the
actions prescribed in subparagraphs (c), (d) and (e) of this Section 4.10.  The provisions of this Section 4.10 are
intended to assure that the Partnership remains in continuous compliance with
the citizenship requirements of U.S. law, including Section 27 of the Merchant
Marine Act of 1920, as amended, and the Shipping Act of 1916, as amended, for
purposes of owning and operating the vessels in the U.S. coastwise trade
(collectively, the Maritime Laws) and the regulations promulgated
thereunder.  Any amendments to the
Maritime Laws or the regulations relating to the citizenship of U.S. vessel
owners or operators of coastwise trade vessels are deemed to be incorporated
herein by reference.  (b)Dual
Unit Certificate System.  To
implement the policy set forth in subparagraph (a) hereof, the Partnership
may institute a Dual Unit Certificate System such that (i) each Unit
Certificate representing Units that are Owned by a U.S. Citizen shall be marked
U.S. Citizen and each Unit Certificate representing Units that are Owned by a
Non-U.S. Citizen shall be marked Non-U.S. Citizen, but with all such Unit
Certificates to be identical in all other respects and to comply with all
provisions of the Delaware Act; (ii) to the extent necessary to enable the
Partnership to submit any proof of citizenship required by law or by contract
with the United States government (or any agency thereof), the Partnership may
require the Record Holders and the Owners of such Units to confirm their
citizenship status from time to time, and voting rights and distributions
payable with respect to Units held by such Record Holder or Owned by such Owner
may, in the discretion of the General Partner, be withheld until confirmation
of such citizenship status is received; and (iii) the Unit Register of the
Partnership shall be maintained in such manner as to enable the percentage of
Units that is Owned by Non-U.S. Citizens and by U.S. Citizens to be
confirmed.  The General Partner is
authorized to take such other ministerial actions or make such interpretations
as it may deem necessary or advisable in order to implement the policy set
forth in subparagraph (a) hereof.  (c)Restrictions
on Transfer; Change of Status.  (i)Any transfer,
or attempted transfer, of any Units, the effect of which would be to cause one
or more Non-U.S. Citizens to Own Units in excess of the Permitted Percentage,
shall be ineffective as against the Partnership, and neither the Partnership
nor its Transfer Agent shall register such transfer or purported transfer on
the Unit Register of the Partnership and neither the Partnership nor its
Transfer Agent shall be required to recognize the transferee or purported
transferee thereof as a Unitholder of the Partnership for any purpose
whatsoever except to the extent necessary  37


to effect any remedy
available to the Partnership under this Section 4.10. A citizenship
certificate may be required from all transferees (and from any recipient upon
original issuance) of Units of the Partnership and, if such transferee (or
recipient) is acting as a fiduciary or nominee for an Owner, such Owner, and
registration of transfer (or original issuance) shall be denied upon refusal to
furnish such certificate.  (ii)Each Record
Holder and Owner shall advise the Partnership in writing of any change in such
Record Holders or Owners citizenship status.  (d)No
Voting Rights; Temporary Withholding of Distributions.  If on any date (including any record date)
the number of Units that is Owned by Non-U.S. Citizens is in excess of the
Permitted Percentage (such Units herein referred to as the Excess Units), the
General Partner shall determine those Units Owned by Non-U.S. Citizens that
constitute such Excess Units.  The
determination of those Units that constitute Excess Units shall be made by
reference to the date or dates Units were acquired by Non-U.S. Citizens,
starting with the most recent acquisition of Units by a Non-U.S. Citizen and
including, in reverse chronological order of acquisition, all other acquisitions
of Units by Non-U.S. Citizens from and after the acquisition of those Units by
a Non-U.S. Citizen that first caused the Permitted Percentage to be
exceeded.  The determination of the
General Partner as to those Units that constitute the Excess Units shall be
conclusive.  Units deemed to constitute
such Excess Units shall (so long as such excess exists) not be accorded any
voting rights and shall not be deemed to be outstanding for purposes of
determining the vote required on any matter properly brought before the
Unitholders of the Partnership for a vote thereon.  The Partnership shall (so long as such excess
exists) withhold the payment of regular distributions, if any, and the sharing
in any other distribution (upon liquidation or otherwise) in respect of the
Excess Units.  At such time as the
Permitted Percentage is no longer exceeded, full voting rights shall be
restored to any Units previously deemed to be Excess Units and any distribution
with respect thereto that has been withheld shall be due and paid solely to the
Record Holders of such Units at the time the Permitted Percentage is no longer
exceeded.  (e)Redemption
of Excess Units.  The
Partnership shall have the power, but not the obligation, to redeem Excess
Units subject to the following terms and conditions:  (i)the per Unit
redemption price (the Non-U.S. Citizen Redemption Price) to be paid for the
Excess Units to be redeemed shall be the sum of (A) the Current Market
Price of the Units and (B) any distribution declared with respect to such
Units prior to the date such Units are called for redemption hereunder but
which has been withheld by the Partnership pursuant to subparagraph (d);  (ii)the Non-U.S.
Citizen Redemption Price shall be paid in cash;  38


(iii)a notice of
redemption shall be given by first class mail, postage prepaid, mailed not less
than ten (10) days prior to the redemption date to each holder of record
of the Units to be redeemed, at such holders address as the same appears on
the Unit Register of the Partnership. 
Each such notice shall state (A) the redemption date, (B) the
number of Units to be redeemed from such holder, (C) the Non-U.S. Citizen
Redemption Price, and the manner of payment thereof, (D) the place where
certificates for such Units are to be surrendered for payment of the Non-U.S.
Citizen Redemption Price, and (E) that distributions on the Units to be
redeemed will cease to accrue on such redemption date;  (iv)from and after
the redemption date, distributions on the Units called for redemption shall
cease to accrue and such Units shall no longer be deemed to be outstanding and
all rights of the holders thereof as Unitholders of the Partnership (except the
right to receive from the Partnership the Non-U.S. Citizen Redemption Price)
shall cease.  If certificated, upon
surrender of the certificates for any Units so redeemed in accordance with the
requirements of the notice of redemption (properly endorsed or assigned for
transfer if the General Partner shall so require and the notice shall so
state), and, if uncertificated, upon receipt of proper transfer instructions
from the registered owner of the uncertificated Common Units, such Units shall
be redeemed by the Partnership at the Non-U.S. Citizen Redemption Price. In case
fewer than all the Units represented by any such certificate are redeemed, a
new certificate or uncertificated Units shall be issued representing the Units
not redeemed without cost to the holder thereof; and  (v)such other
terms and conditions as the General Partner may reasonably determine.  (f)Determination
of Citizenship.  In
determining the citizenship of the Owners or their transferees of Units, the
General Partner may rely on the Unit Register of the Partnership and the
citizenship certificates given by the Owners or their transferees or any
recipients (in the case of original issuance) (in each case whether such
certificates have been given on their own behalf or on behalf of others) to
establish the citizenship of such Owners, transferees or recipients of the
Units.  The determination of the
citizenship of Owners and their transferees of the Units may also be subject to
proof in such other way or ways as the General Partner may deem reasonable.  The General Partner may at any time require
proof, in addition to the citizenship certificates, of any Owner or proposed
transferee of Units, and the payment of distributions may be withheld, and any
application for transfer of ownership on the Unit Register of the Partnership
may be refused, until such additional proof is submitted.  The determination of the General Partner as
to the citizenship of the Owners or their transferees in accordance with this
subparagraph (f) shall be conclusive.  (g)Severability.  Each provision of subparagraphs (a) through
(f) of this Section 4.10  39


is intended to be severable
from every other provision.  If any one
or more of the provisions contained in such subparagraphs of this Section 4.10
is held to be invalid, illegal or unenforceable, the validity, legality or
enforceability of any other provision of subparagraphs (a) through (f) of
this Section 4.10 shall not be affected, and such subparagraphs of this Section 4.10
shall be construed as if the provisions held to be invalid, illegal or
unenforceable had been reformed to the extent required to be valid, legal and
enforceable.  (h)For
purposes of this Section 4.10:  (i)A Person shall
be deemed the Owner of, or to Own Units or other ownership interests to the
extent such Units or other ownership interests are (a) owned beneficially
or held of record (with the power to act on behalf of the Beneficial Owner),
with respect to any class of stock, by such Person; (b) may be voted by
such Person; (c) entitled to distributions in respect of such Units by
such Person; or (d) which by any other means whatsoever controlled by such
Person, or in which control is permitted to be exercised by such Person, with
the General Partner being authorized to determine reasonably the meaning of
such control for this purpose under the guidelines set forth in Subpart C
(Sections 67.30-67.47) of Title 46 of the Code of Federal Regulations, as
amended, modified or supplemented).  (ii)U.S. Citizen
shall mean: (a) an individual who is native-born, naturalized, a
derivative citizen of the United States, or otherwise qualifies as a United
States citizen; (b) a partnership of which all of its general partners are
citizens of the United States and at least 75% of the interest in the
partnership is Owned by citizens of the United States; (c) a trust whereby
each of its trustees is a citizen of the United States, each beneficiary with
an enforceable interest in the trust is a citizen of the United States, and at
least 75% of the interest in the trust is Owned by citizens of the United
States; (d) an association or joint venture if each of its members is a
citizen of the United States; (e) a corporation if (I) it is
incorporated under the laws of the United States or of a State of the United
States or a political subdivision thereof, Guam, Puerto Rico, the Virgin
Islands, American Samoa, the District of Columbia, the Northern Mariana
Islands, or any other territory or possession of the United States, (II) its
chief executive officer, by whatever title, and its chairman of the board of
directors are citizens of the United States, (III) no more of its
directors are non-citizens than a minority of the number necessary to
constitute a quorum, and (IV) at least 75% of the interest in the
corporation is Owned by citizens of the United States; (f) a governmental
entity that is an entity of the federal government of the United States or of
the government of a State of the United States or a political subdivision
thereof, Guam, Puerto Rico, the Virgin Islands, American Samoa, the District of
Columbia, the Northern Mariana Islands, or any other territory or possession of
the United States, all as further defined in Subpart C (Sections 67.30-67.47)
of Title 46 of the Code of Federal Regulations, as amended, modified or  40


supplemented.  With respect to a limited liability company,
a U.S. Citizen shall mean an entity that meets the requirements of subclause (b) above
if organized like a partnership where each member serves as a general partner,
or an entity that meets the requirements of subclause (e) above if the
entity is organized like a corporation where the members cede authority to a
board of directors and entity officers; provided, however, in the event that
regulations are promulgated defining a U.S. Citizen for purposes of a limited
liability company, U.S. Citizen for a limited liability company shall have the
meaning set forth in such regulations.  (iii)The term Non-U.S.
Citizen shall mean any Person other than a U.S. Citizen.  (iv)The term Permitted
Percentage shall mean a percentage equal to not more than 24.0% as determined
from time to time by the General Partner, it being understood that the initial
percentage is 15.0%.  ARTICLE V  CAPITAL CONTRIBUTIONS AND
ISSUANCE OF PARTNERSHIP INTERESTS  Section 5.1             Organizational
Contributions; Interim Closing.  (a)In connection
with the formation of the Partnership under the Delaware Act, the General
Partner made an initial Capital Contribution to the Partnership in the amount
of $20.00 for the General Partner Interest in the Partnership and has been
admitted as the general partner of the Partnership, and the Organizational
Limited Partner made an initial Capital Contribution to the Partnership in the
amount of $980.00 for a 98% Limited Partner interest in the Partnership and has
been admitted as a limited partner of the Partnership.  (b)On the Interim
Closing Date, (i) (A) the interest of the Organizational Limited
Partner was redeemed, (B) the initial Capital Contribution of the
Organizational Limited Partner was refunded, and (C) the Organizational
Limited Partner ceased to be a limited partner of the Partnership; and (ii) in
exchange for identifying assets to be contributed to the Operating Partnership
on the Closing Date, the Partnership (A) issued the Incentive Distribution
Rights to the General Partner and continued the General Partners General
Partner Interest, (B) issued 665,000 Common Units and 2,983,182
Subordinated Units to K-Sea Transportation LLC, a Delaware limited liability
company, (C) issued 727,273 Subordinated Units to EW Holding Corp., a New
York corporation, and (D) issued 454,545 Subordinated Units to K-Sea
Transportation Corp., a New York corporation. 
Ninety-eight percent of any interest or other profit that may have
resulted from the investment or other use of the Organizational Limited Partners
initial Capital Contribution was allocated and distributed to the
Organizational Limited Partner, and the balance thereof was allocated and distributed
to the General Partner.  On the Closing
Date and pursuant to the Contribution Agreement, (i) EW  41


Transportation LLC, a
Delaware limited liability company formerly known as New K-Sea Transportation
LLC, succeeded to the interest of K-Sea Transportation LLC, a Delaware limited
liability company, in the Partnership, (ii) EW Holding Corp., a Delaware
corporation formerly known as New EW Holding Corp., succeeded to the interest
of EW Holding Corp., a New York corporation, in the Partnership, and (iii) EW
Transportation Corp., a Delaware corporation formerly known as New K-Sea
Transportation Corp., succeeded to the interest of K-Sea Transportation Corp.,
a New York corporation, in the Partnership.  Section 5.2             Contributions
by the General Partner and its Affiliates.  Upon the issuance of any additional Limited
Partner Interests by the Partnership, the General Partner may, in exchange for
a proportionate number of General Partner Units, make additional Capital
Contributions in an amount up to the product obtained by multiplying (i) the
quotient determined by dividing (A) the General Partners Percentage
Interest by (B) 100 less the General Partners Percentage Interest times (ii) the
amount contributed to the Partnership by the Limited Partners in exchange for
such additional Limited Partner Interests. 
Except as set forth in Article XII, the General Partner shall not
be obligated to make any additional Capital Contributions to the Partnership.  Section 5.3             Contributions by
Underwriters.  (a)On the Closing
Date and pursuant to the Underwriting Agreement, each Underwriter contributed
to the Partnership cash in an amount equal to the Issue Price per Initial
Common Unit, multiplied by the number of Common Units specified in the
Underwriting Agreement to be purchased by such Underwriter at the Closing Date,
and the Partnership shall issue such number of Common Units to each such
Underwriter.  Upon receipt by the
Partnership of the Capital Contributions from the Underwriters as provided in
this Section 5.3(a), the Partnership used $2,742,875 of such cash to
redeem 125,000 Common Units from EW Transportation LLC (formerly known as New
K-Sea Transportation LLC).  (b)Upon the
exercise of the Over-Allotment Option, each Underwriter contributed to the
Partnership cash in an amount equal to the Issue Price per Initial Common Unit,
multiplied by the number of Common Units specified in the Underwriting
Agreement to be purchased by such Underwriter at the Option Closing Date, and
the Partnership issued such number of Common Units to each such
Underwriter.  Upon receipt by the
Partnership of the Capital Contributions from the Underwriters as provided in
this Section 5.3(b), the Partnership used all of such cash to redeem from
EW Transportation LLC (formerly known as New K-Sea Transportation LLC) that
number of Common Units equal to the number of Common Units issued to the
Underwriters pursuant to the Over-Allotment Option.  (c)No Limited
Partner Interests were issued or issuable as of or at the Closing Date other
than (i) the Common Units issuable pursuant to subparagraph (a) hereof
in aggregate number equal to 3,625,000, and (ii) the Option Units as
such term is used in the Underwriting Agreement in an aggregate number up to
540,000  42


issuable upon exercise of
the Over-Allotment Option pursuant to subparagraph (b) hereof.  Section 5.4             Interest
and Withdrawal.No interest shall be paid by
the Partnership on Capital Contributions. 
No Partner or Assignee shall be entitled to the withdrawal or return of
its Capital Contribution, except to the extent, if any, that distributions made
pursuant to this Agreement or upon termination of the Partnership may be
considered as such by law and then only to the extent provided for in this
Agreement.  Except to the extent
expressly provided in this Agreement, no Partner or Assignee shall have
priority over any other Partner or Assignee either as to the return of Capital
Contributions or as to profits, losses or distributions.  Any such return shall be a compromise to
which all Partners and Assignees agree within the meaning of Section 17-
502(b) of the Delaware Act.  Section 5.5             Capital Accounts.  (a)The Partnership
shall maintain for each Partner (or a Beneficial Owner of Partnership
Securities held by a nominee in any case in which the nominee has furnished the
identity of such owner to the Partnership in accordance with Section 6031(c) of
the Code or any other method acceptable to the General Partner) owning a
Partnership Interest a separate Capital Account with respect to such
Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704-1(b)(2)(iv) and
the methodology set forth in Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s).  Such Capital Account shall be increased by (i) the
amount of all Capital Contributions made to the Partnership with respect to
such Partnership Interest pursuant to this Agreement and (ii) all items of
Partnership income and gain (including, without limitation, income and gain
exempt from tax) computed in accordance with Section 5.5(b) and
allocated with respect to such Partnership Interest pursuant to Section 6.1,
and decreased by (x) the amount of cash or Net Agreed Value of all actual
and deemed distributions of cash or property (other than Series A PIK
Preferred Units) made with respect to such Partnership Interest pursuant to
this Agreement and (y) all items of Partnership deduction and loss
computed in accordance with Section 5.5(b) and allocated with respect
to such Partnership Interest pursuant to Section 6.1.  The Partnership shall follow the methodology
set forth in the proposed noncompensatory option regulations under Proposed
Treasury Regulation Sections 1.704-1, 1.721-2 and 1.761-3 at all times,
including when the assets of the Partnership are revalued or any Series A
Preferred Units are converted pursuant to Section 5.12.  For the avoidance of doubt, the Series A
Preferred Units will be treated as a partnership interest in the Partnership
for federal income tax purposes, and, therefore, each holder of a Series A
Preferred Unit will be treated as a partner in the Partnership.  The initial Capital Account balance in
respect of each Series A Preferred Unit (determined, in the case of a Series A
PIK Preferred Unit, immediately prior to the application of Section 5.5(d) hereof)
shall be the Series A Issue Price. 
The Capital Account balance of each holder of Series A Preferred
Units in respect of its Series A Preferred Units shall not be increased or
decreased as a result of the accrual and accumulation of an unpaid distribution
pursuant to Section 5.12(b)(ii)(A) or Section 5.12(b)(ii)(B) in
respect of such Series A Preferred Units  43


except as otherwise provided
in this Agreement.  (b)The items of
income, gain, loss or deduction that are recognized by the Partnership for
federal income tax purposes during a taxable period of the Partnership shall be
adjusted as is set out in this Section 5.5(b) and shall then be
allocated among the Partners as is provided in Section 6.1.  (i)The Partnership
shall be treated as owning directly its share (as determined by the General
Partner) of all property owned by the Operating Partnership or any other
Subsidiary that is, in each case, classified as a partnership or is disregarded
for federal income tax purposes.  (ii)All fees and
other expenses incurred by the Partnership to promote the sale of (or to sell)
a Partnership Interest that cannot either be deducted or amortized under Section 709
of the Code shall be treated as an item of deduction at the time such fees and
other expenses are incurred.  Any such
fees and expenses that were incurred in connection with the Initial Offering
shall be deemed to have been incurred after the Initial Offering and if the
Over-Allotment Option is exercised shall be deemed to have been incurred after
the issuance of Units pursuant to the Over-Allotment Option.  (iii)The computation
of items of income, gain, loss and deduction shall be made without regard to
any election under Section 754 of the Code provided that if an adjustment
to the adjusted tax basis of any Partnership asset is required pursuant to Section 734(b) or
743(b) of the Code, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m),
to be taken into account in determining Capital Accounts, the amount of such
adjustment shall be treated as an item of income or deduction, as the case may
be, at the time of the adjustment, and the Carrying Value of each Partnership
asset in respect of which there was such an adjustment shall also be adjusted
at that time.  (iv)Any income,
gain, deduction or loss attributable to the taxable disposition of any
Partnership property shall be determined as if the adjusted basis of such
property were equal to the Partnerships Carrying Value for such property as of
the date of disposition.  If the
Partnership pays, discharges or otherwise settles a Section 721 Contingent
Obligation for an amount that is more or less than the amount that was assigned
thereto upon its assumption or upon the acquisition of property to which it was
subject, then the Partnership shall recognize for purposes of this Section 5.5
(b) a deduction or income, respectively, in the amount of such excess or
shortfall.  (v)Any deductions
for depreciation, cost recovery or amortization that are attributable to any
Partnership property shall be determined as if the adjusted basis of such
property were equal to the Carrying Value thereof  44


and by using a rate of
depreciation, cost recovery or amortization derived from the same method and
useful life (or, if applicable, the remaining useful life) as is applied for
federal income tax purposes and appropriately taking into account the length of
any short taxable period of the Partnership; provided, however, that, if the
Partnership property has a zero adjusted basis for federal income tax purposes,
depreciation, cost recovery or amortization deductions shall be determined
using any reasonable method that the General Partner may adopt.  Any deduction for depreciation, cost recovery
or amortization in respect of Partnership property that is determined pursuant
to this Section 5.5(b) shall reduce the Carrying Value of that
Partnership property as of the end of the taxable period of the Partnership in
which such deduction was recognized. Notwithstanding the foregoing portion of
this Section 5.5(b)(v), such deductions for depreciation, cost recovery,
or amortization shall be determined with respect to any portion of Carrying
Value with respect to which Treasury Regulation Section 1.704-3 (d) remedial
allocations are to be made (including reverse section 704(c) allocations
that are to be made as Treasury Regulation Section 1.704-3(d) remedial
allocations) pursuant to provisions hereof in accordance with a method that is
permitted by such Treasury Regulation Section 1.704-3(d) and that is
selected by the General Partner.  (vi)If the
Partnerships adjusted basis in property is reduced for federal income tax
purposes pursuant to Section 48(q)(1) or 48(q)(3) of the Code,
the amount of such reduction shall be an additional depreciation or cost
recovery deduction in the year such property is placed in service at the time of
such reduction and shall be treated as a reduction in the Carrying Value of
such property.  Any restoration of such
basis pursuant to Section 48(q)(2) of the Code shall be an item of
income at the time of such restoration and shall be treated as an increase in
the Carrying Value of such property at the time of such restoration.  (vii)Any items of
gain and loss that are determined pursuant to Section 5.5(d) hereof
shall be treated as items of income and deduction, respectively, that are
recognized in the taxable period of the Partnership that ends with the event
that causes the determination of such gain or loss.  An item of income of the Partnership that is
described in Section 705(a)(1)(B) of the Code (with respect to items
of income that are exempt from tax) shall be treated as an item of income for
the purpose of this Section 5.5(b), and an item of expense of the
Partnership that is described in Section 705(a)(2)(B) of the Code
(with respect to expenditures that are not deductible and are not chargeable to
capital accounts), shall be treated as an item of deduction for the purpose of
this Section 5.5(b).  (viii)A taxable
period of the Partnership includes a taxable year of the Partnership.  The portion of a taxable period of the
Partnership that ends with an event in respect of which there is an adjustment
to Carrying  45


Values pursuant to Section 5.5(d) hereof
shall be treated as the end of a taxable period of the Partnership.  The portion of such taxable year of the
Partnership that begins immediately thereafter shall be treated as a taxable
period for purposes of the preceding sentence with the result that each taxable
year of the Partnership may contain one or more taxable periods of the
Partnership.  (c)A transferee of
a Partnership Interest shall succeed to a pro rata portion of the Capital
Account of the transferor relating to the Partnership Interest so transferred.  (d)(i)            In accordance with Treasury
Regulation Section 1.704-1(b)(2)(iv)(f) and Proposed Treasury
Regulation Section 1.704-1(b)(2)(iv)(s), on an issuance of additional
Partnership Interests for cash or other property, the issuance of additional
Partnership Interests for the provision of services, the conversion of a
General Partners Combined Interest to Common Units pursuant to Section 11.3(b),
the conversion of a Series A Preferred Unit or upon the occurrence of any
event that is specified in Treasury Regulations as they may be amended from
time to time after which the balance of Capital Accounts may be adjusted as
provided herein and that is not described in Section 5.5(d)(ii), then the
General Partner may cause any Unrealized Gain or Unrealized Loss attributable
to Partnership property to be recognized as if there had been a sale of all
such property immediately prior to such issuance, or immediately after such
conversion (with respect to the conversion of a Series A Preferred Unit),
in which event Capital Account balances of the Partners and the Carrying Value
of each Partnership property shall be adjusted immediately prior to such
issuance or on the date of such conversion to reflect any Unrealized Gain or
Unrealized Loss attributable to such Partnership property, as if such
Unrealized Gain or Unrealized Loss had been recognized on an actual sale of
each such property for an amount equal to its fair market value immediately
prior to such issuance or on the date of such conversion; provided that the
General Partner shall cause Unrealized Gain or Unrealized Loss to be recognized
and Carrying Values to be adjusted pursuant to this sentence if doing so would
cause Corrective Allocations to be made pursuant to Section 6.1(d)(xi).  The General Partner shall adjust such
Carrying Values in respect of the contributions that are made on the Closing
Date.  If the operation of this sentence
is triggered by the conversion of a Series A Preferred Unit, any such
Unrealized Gain or Unrealized Loss (or items thereof) shall be allocated (A) first
to the Partners holding converted Series A Preferred Units until the
Capital Account of each converted Series A Preferred Unit is equal to the
Per Unit Capital Amount for a then Outstanding Initial Common Unit, and (B) any
remaining Unrealized Gain or Unrealized Loss shall be allocated among the
Partners pursuant to Sections 6.1(c) and (d) in the same manner as
any item of gain or loss actually recognized would have been allocated. If the
Unrealized Gain or Unrealized Loss allocated as a result of the conversion  46


of a Series A Preferred
Unit is not sufficient to cause the Capital Account of each converted Series A
Preferred Unit to equal the Per Unit Capital Amount for a then Outstanding
Initial Common Unit, then Capital Account balances shall be reallocated between
the Partners holding converted Series A Preferred Units and the Partners
holding Common Units (other than converted Series A Preferred Units) so as
to cause the Capital Account of each converted Series A Preferred Unit to
equal the Per Unit Capital Amount for a then Outstanding Initial Common Unit,
in accordance with Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3).  In determining such Unrealized Gain or
Unrealized Loss, the aggregate cash amount and fair market value of all
Partnership assets immediately prior to the issuance of additional Partnership
Interests or immediately after the conversion of a Series A Preferred Unit
shall be determined by the General Partner using such reasonable method of
valuation as it may adopt (taking into account Section 7701(g) of the
Code); provided, however, that the General Partner, in arriving at such
valuation, must take fully into account the fair market value of the
Partnership Interests of all Partners at such time and must reduce the fair
market value of all Partnership assets by the excess, if any, of the fair
market value of any Series A Preferred Units that have not yet been
converted over the aggregate Issue Price of such Series A Preferred Units
to the extent of any Unrealized Gain that has not been reflected in the
Partners Capital Accounts previously pursuant to Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(h)(2).  The General Partner shall allocate such
aggregate value among the assets of the Partnership in such manner as it
determines in its discretion to be reasonable.  (ii)In accordance
with Treasury Regulation 1.704-1(b)(2)(iv)(f), immediately prior to any
distribution to a Partner (other than a distribution of cash that is not in
redemption or retirement of a Partnership Interest), the General Partner may
cause any Unrealized Gain or Unrealized Loss attributable to each Partnership
property to be recognized and allocated in the same manner as provided in Section 5.5(d)(i),
as if there had been a sale of such property immediately prior to such
distribution in which event the Carrying Value of each Partnership property
shall be adjusted as of the beginning of the next taxable period to an amount
equal to the fair market value thereof; provided that the General Partner shall
cause Unrealized Gain or Unrealized Loss to be recognized and Carrying Values
to be adjusted pursuant to this sentence if doing so would permit Corrective
Allocations to be made pursuant to Section 6.1(d)(xi).  In determining such Unrealized Gain or
Unrealized Loss, the aggregate cash amount and fair market value of all
Partnership assets immediately prior to a distribution shall (A) in the
case of a distribution that is not made pursuant to Section 12.4 be
determined and allocated in the same manner as that provided in Section 5.5(d)(i) or
(B) in the case of a liquidating distribution pursuant to Section 12.4
be determined and allocated by the Liquidator  47


using such reasonable method
of valuation as it may adopt (taking into account Section 7701(g) of
the Code).  (iii)After any
adjustment of Carrying Values pursuant to Section 5.5(d)(i) or
5.5(d)(ii), the General Partner shall determine the way, if any, in which such
changes in Carrying Value shall affect the allocations for federal, state and
local income tax purposes pursuant to Section 6.2 of the items of income,
gain, loss, deduction and credit that are recognized by the Partnership for
such purposes.  Any such determination
shall be entered in the records of the Partnership.  Section 5.6             Issuances of Additional
Partnership Securities.  (a)The Partnership
may issue additional Partnership Securities and options, rights, warrants and
appreciation rights relating to the Partnership Securities for any Partnership purpose
at any time and from time to time to such Persons for such consideration and on
such terms and conditions as shall be established by the General Partner in its
sole discretion, all without the approval of any Limited Partners, subject to Section 5.12(b)(vi).  (b)Each additional
Partnership Security authorized to be issued by the Partnership pursuant to Section 5.6(a) may
be issued in one or more classes, or one or more series of any such classes,
with such designations, preferences, rights, powers and duties (which may be
senior to existing classes and series of Partnership Securities), as shall be
fixed by the General Partner in the exercise of its sole discretion, including (i) the
right to share Partnership profits and losses or items thereof; (ii) the
right to share in Partnership distributions (the specification of which may
include an amendment of Section 6.1); (iii) the rights upon
dissolution and liquidation of the Partnership; (iv) whether, and the
terms and conditions upon which, the Partnership may redeem the Partnership
Security; (v) whether such Partnership Security is issued with the
privilege of conversion or exchange and, if so, the terms and conditions of
such conversion or exchange; (vi) the terms and conditions upon which each
Partnership Security will be issued, evidenced by certificates and assigned or
transferred; (vii) the method for determining the Percentage Interest as
to such Partnership Security; and (viii) the right, if any, of each such
Partnership Security to vote on Partnership matters, including matters relating
to the relative rights, preferences and privileges of such Partnership
Security.  (c)The General
Partner is hereby authorized and directed to take all actions that it deems
necessary or appropriate in connection with (i) each issuance of
Partnership Securities and options, rights, warrants and appreciation rights
relating to Partnership Securities pursuant to this Section 5.6, (ii) the
conversion of the General Partner Interest or any Incentive Distribution Rights
into Units pursuant to the terms of this Agreement, (iii) the admission of
Additional Limited Partners and (iv) all additional issuances of
Partnership Securities.  The General
Partner is further authorized and directed to specify the relative rights, powers
and  48


duties of the holders of the
Units or other Partnership Securities being so issued.  The General Partner shall do all things
necessary to comply with the Delaware Act and is authorized and directed to do
all things it deems to be necessary or advisable in connection with any future
issuance of Partnership Securities or in connection with the conversion of the
General Partner Interest or any Incentive Distribution Rights into Units
pursuant to the terms of this Agreement, including compliance with any statute,
rule, regulation or guideline of any federal, state or other governmental
agency or any National Securities Exchange on which the Units or other
Partnership Securities are listed for trading and with Maritime Laws.  Section 5.7             Fractional Units.  No
fractional Units or fractional General Partner Units shall be issued by the
Partnership.  Section 5.8             Reserved.  Section 5.9             Limited Preemptive Right.  Except
as provided in this Section 5.9 and in Section 5.2, no Person shall
have any preemptive, preferential or other similar right with respect to the
issuance of any Partnership Security, whether unissued, held in the treasury or
hereafter created.  The General Partner
shall have the right, which it may from time to time assign in whole or in part
to any of its Affiliates, to purchase Partnership Securities from the
Partnership whenever, and on the same terms that, the Partnership issues
Partnership Securities to Persons other than the General Partner and its
Affiliates, to the extent necessary to maintain the Percentage Interests of the
General Partner and its Affiliates equal to that which existed immediately
prior to the issuance of such Partnership Securities.  Section 5.10           Splits and Combinations.  (a)Subject to
Sections 5.10(d), 6.6 and 6.9 (dealing with adjustments of distribution
levels), the Partnership may make a Pro Rata distribution of Partnership
Securities to all Record Holders or may effect a subdivision or combination of
Partnership Securities so long as, after any such event, each Partner shall
have the same Percentage Interest in the Partnership as before such event, and
any amounts calculated on a per Unit basis or stated as a number of Units
(including the number of Common Units into which Series A Preferred Units
may convert) are proportionately adjusted retroactive to the beginning of the
Partnership.  (b)Whenever such a
distribution, subdivision or combination of Partnership Securities is declared,
the General Partner shall select a Record Date as of which the distribution,
subdivision or combination shall be effective and shall send notice thereof at
least 20 days prior to such Record Date to each Record Holder as of a date not
less than 10 days prior to the date of such notice.  The General Partner also may cause a firm of
independent public accountants selected by it to calculate the number of
Partnership Securities to be held by each Record Holder after giving effect to
such distribution, subdivision or combination. 
The General  49


Partner shall be entitled to
rely on any certificate provided by such firm as conclusive evidence of the
accuracy of such calculation.  (c)Promptly
following any such distribution, subdivision or combination, the Partnership
may issue Certificates or uncertificated Partnership Securities to the Record
Holders of Partnership Securities as of the applicable Record Date representing
the new number of Partnership Securities held by such Record Holders, or the
General Partner may adopt such other procedures as it may deem appropriate to
reflect such changes. If any such combination results in a smaller total number
of Partnership Securities Outstanding, the Partnership shall require, as a
condition to the delivery to a Record Holder of such new Certificate or uncertificated
Units, the surrender of any Certificate, or other evidence satisfactory to the
General Partner of the ownership of any uncertificated Partnership Securities,
held by such Record Holder immediately prior to such Record Date.  (d)The Partnership
shall not issue fractional Units upon any distribution, subdivision or
combination of Units.  If a distribution,
subdivision or combination of Units would result in the issuance of fractional
Units but for the provisions of Section 5.7 and this Section 5.10(d),
each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit
shall be rounded to the next higher Unit).  Section 5.11           Fully Paid and
Non-Assessable Nature of Limited Partner Interests.  All
Limited Partner Interests issued pursuant to, and in accordance with the
requirements of, this Article V shall be fully paid and nonassessable
Limited Partner Interests in the Partnership, except as such non-assessability
may be affected by Section 17-607 of the Delaware Act.  Section 5.12           Establishment of Series A
Preferred Units.  (a)General. The
Partnership hereby designates and creates a series of Units to be designated as
Series A Preferred Units and consisting of a total of 18,416,206 Series A
Preferred Units, plus any additional Series A Preferred Units issued in
kind as a distribution pursuant to Section 5.12(b)(ii) (Series A
PIK Preferred Units, and together with such Series A Preferred Units
issued as of the date of the closing of the transactions contemplated by the
Securities Purchase Agreement, the Series A Preferred Units), having the
same rights and preferences, and subject to the same duties and obligations as
the Common Units, except as set forth in this Section 5.12, Section 6.1
and Section 6.11.  Other than with
respect to Series A PIK Preferred Units, the class of Series A
Preferred Units shall be closed immediately following the Second Transaction
Closing Date, and thereafter no additional Series A Preferred Units shall
be designated, created or issued without the prior written approval of the
holders of a majority of the Outstanding Series A Preferred Units.  (b)Rights
of Series A Preferred Units. The Series A
Preferred Units shall have the  50


following rights, preferences
and privileges and shall be subject to the following duties and obligations:  (i)Allocations.  (A)Notwithstanding
anything to the contrary in Section 6.1(a), (x) following any
allocation made pursuant to Section 6.1(a)(i) and prior to any
allocation made pursuant to Section 6.1(a)(ii), any Net Income shall be
allocated to all Unitholders holding Series A Preferred Units, Pro Rata,
until the Adjusted Capital Account in respect of each Outstanding Series A
Preferred Unit is equal to the Series A Liquidation Value and (y) in
no event shall any Net Income be allocated pursuant to Section 6.1(a)(ii) in
respect of Series A Preferred Units.  (B)Notwithstanding
anything to the contrary in Section 6.1(b), Unitholders holding Series A
Preferred Units shall not receive any allocation pursuant to Section 6.1(b) unless
and until the Adjusted Capital Accounts of the General Partner and all other
Unitholders holding Common Units have been reduced to zero pursuant to Section 6.1(b)(i),
in which case prior to allocating any remaining Net Losses to the General
Partner pursuant to Section 6.1(b)(ii), Net Losses shall be allocated to
all Unitholders holding Series A Preferred Units, Pro Rata, until the
Adjusted Capital Accounts of such Unitholders in respect of such Units have
been reduced to zero.  (C)Notwithstanding
anything to the contrary in Section 6.1(c)(i), (x) Unitholders
holding Series A Preferred Units shall be allocated Net Termination Gain
in accordance with Section 6.1(c)(i)(A) but shall not receive any allocation
pursuant to Sections 6.1(c)(i)(B)  (F) with respect to their Series A
Preferred Units, and (y) following any allocation made pursuant to Section 6.1(c)(i)(A)
and prior to any allocation made pursuant to Section 6.1(c)(i)(B), any
remaining Net Termination Gain shall be allocated to all Unitholders holding Series A
Preferred Units, Pro Rata, until the Capital Account in respect of each
Outstanding Series A Preferred Unit is equal to the Series A
Liquidation Value.  (D)Notwithstanding
anything to the contrary in Section 6.1(c)(ii), (x) Unitholders
holding Series A Preferred Units shall not receive any allocation pursuant
to Section 6.1(c)(ii)(A) with respect to their Series A Preferred
Units, and (y) following the allocations made pursuant to Section 6.1(c)(ii)(A),
and prior to any allocation made pursuant to Section 6.1(c)(ii)(B), any
remaining Net Termination Loss shall be allocated to all Unitholders holding Series A
Preferred Units, Pro Rata, until the Capital Account in respect of  51


each Outstanding Series A
Preferred Unit has been reduced to zero.  (ii)Distributions.  (A)Commencing with
the Quarter ending on September 30, 2010, the holders of the Series A
Preferred Units as of an applicable Record Date shall be entitled to receive
cumulative distributions (each, a Series A Quarterly Distribution),
prior to any other distributions made in respect of any other Partnership
Securities pursuant to Section 6.4 or Section 6.5, in an amount equal
to the Series A Distribution Rate on each Outstanding Series A
Preferred Unit.  All such distributions
shall be paid Quarterly within forty-five (45) days after the end of each
Quarter (each such payment date, a Series A Distribution Payment Date).  For the Quarter ending September 30,
2010, and for each Quarter thereafter through and including the Quarter
immediately prior to the Cash Distribution Trigger Quarter, the Series A
Quarterly Distribution shall be paid in Series A PIK Preferred Units.  The number of Series A PIK Preferred
Units to be issued in connection with any Series A Quarterly Distribution
paid in Series A PIK Preferred Units shall be determined by dividing (i) the
product of the Series A Distribution Rate multiplied by the number of
Outstanding Series A Preferred Units, by (ii) the Series A
Adjusted Issue Price; provided, that fractional Series A PIK Preferred
Units shall not be issued to any person (each fractional Series A PIK
Preferred Unit shall be rounded to the nearest whole Series A PIK Preferred
Unit (and a 0.5 Series A PIK Preferred Unit shall be rounded to the next
higher Series A PIK Preferred Unit)). 
With respect to the Cash Distribution Trigger Quarter and all Quarters
thereafter, the Series A Quarterly Distributions shall be paid entirely in
cash at the Series A Distribution Rate. 
If the Partnership establishes a Record Date for any distribution to be
made by the Partnership on other Partnership Securities pursuant to Sections
6.4 or 6.5, then the Record Date established pursuant to this Section 5.12(b)(ii) for
a Series A Quarterly Distribution in respect of any Quarter shall be the
same Record Date established for any distribution to be made by the Partnership
in respect of distributions on other Partnership Securities pursuant to Sections 6.4
or 6.5 for such Quarter.  Unless
otherwise expressly provided, references in this Agreement to Series A
Preferred Units shall include all Series A PIK Preferred Units Outstanding
as of the date of such determination.  (B)When any Series A
PIK Preferred Units are payable to a holder of Series A Preferred Units
pursuant to this Section 5.12, the Partnership shall issue the Series A
PIK Preferred Units to such holder no later than the Series A Distribution
Payment Date (the  52


date of issuance of such Series A
PIK Preferred Units, the Series A PIK Preferred Payment Date).  On the Series A PIK Preferred Payment
Date, the Partnership shall issue to such Series A Unitholder a
certificate or certificates for the number of Series A PIK Preferred Units
to which such Series A Unitholder shall be entitled.  The issuance of the Series A PIK
Preferred Units pursuant to this Section 5.12(b)(ii) shall be deemed
to have been made on the first day of the Quarter following the Quarter in
respect of which such payment of Series A PIK Preferred Units was
due.  Prior to the Cash Distribution
Trigger Quarter, if, in violation of this Agreement, the Partnership fails to
pay in full any Series A Quarterly Distribution in kind when due, then the
holders entitled to the unpaid Series A PIK Preferred Units shall be
entitled to Series A Quarterly Distributions in subsequent Quarters, to
receive the Series A Liquidation Value in accordance with Section 5.12(b)(iv) in
respect of such Series A PIK Preferred Units, and to all other rights
under this Agreement as if such unpaid Series A PIK Preferred Units had in
fact been distributed on the date due. Nothing in this clause (B) shall
alter the obligation of the Partnership to pay any unpaid Series A PIK
Preferred Units or the right of the holders of Series A Preferred Units to
enforce this Agreement to compel the Partnership to distribute any unpaid Series A
PIK Preferred Units.  (C)Beginning with
the Cash Distribution Trigger Quarter, if in violation of this Agreement, the
Partnership fails to pay in full any Series A Quarterly Distribution when
due, then, without limiting any rights of the holders of the Series A
Preferred Units to compel the Partnership to make such distribution, (w) the
amount of such unpaid distributions (Series A Unpaid Cash Distributions)
will accrue and accumulate from the last day of the Quarter in respect of which
such payment is due until paid in full, (x) any Series A Unpaid Cash
Distribution shall accrue interest from the applicable Series A
Distribution Payment Date at rate equal to 13.5% per annum, (y) the
Partnership shall not be permitted to, and shall not, declare or make (i) any
distributions in respect of any Junior Securities and (ii) any distributions
in respect of any Series A Parity Securities, unless and until all
arrearages with respect to any Series A Quarterly Distribution, including
accrued but unpaid interest thereon, has been paid in full in cash.  (D)If all or any
portion of a Series A Quarterly Distribution is to be paid in cash, then
the aggregate amount of such cash to be so distributed in respect of the Series A
Preferred Units Outstanding as of the Record Date for such Series A
Quarterly Distribution shall be paid out of Available Cash prior to making any
distribution pursuant to Sections 6.4 or 6.5. 
To the extent that any  53


portion of a Series A
Quarterly Distribution to be paid in cash with respect to any Quarter exceeds
the amount of Available Cash for such Quarter, an amount of cash equal to the
Available Cash for such Quarter will be paid to the Series A Unitholders
and the balance of such Series A Quarterly Distribution shall be an
arrearage and accrue interest as set forth in Section 5.12(b)(ii)(C).  The Partnership shall provide written notice
to the Series A Unitholders, not later than the twentieth (20th) day
following the end of such Quarter, describing in reasonable detail the
Partnerships calculation of Available Cash for such Quarter and the portion,
if any, of the Series A Quarterly Distribution the Partnership will be
unable to pay on the applicable Series A Distribution Payment Date.  (E)Any
distribution in respect of a Series A Preferred Unit pursuant to Section 5.12(b)(ii)(A),
whether payable in cash or in Series A PIK Preferred Units, shall be
payable without regard to the Partnerships income and, to the extent any such
distribution is greater than any income allocated with respect to such
distribution pursuant to Section 5.12(b)(i), such distribution will be
treated as a guaranteed payment pursuant to Section 707(c) of the
Code.  (F)Notwithstanding
anything in this Section 5.12(b)(ii) to the contrary, with respect to
Series A Preferred Units that are converted into Common Units, the holder
thereof shall not be entitled to a Series A Preferred Unit distribution
and a Common Unit distribution with respect to the same period, but shall be
entitled only to the distribution to be paid based upon the class of Units held
as of the close of business on the applicable Record Date.  For the avoidance of doubt, if a Series A
Conversion Notice Date or a Series A Forced Conversion Notice Date, as
applicable, occurs prior to the close of business on a Record Date for payment
of a distribution on the Common Units, the applicable holder of Series A
Preferred Units shall receive only the Common Unit distribution with respect to
such period.  (G)Notwithstanding
anything in Article VI to the contrary, neither the General Partner nor
the holders of Incentive Distribution Rights shall be entitled to receive
distributions or allocations of income or gain that correspond or relate to
amounts distributed or allocated to Unitholders in respect of Series A
Preferred Units, regardless of whether the amounts so distributed or allocated
in respect of the Series A Preferred Units were determined under clause
(ii)(A) of the definition of Series A Distribution Rate or were
otherwise determined on an as converted basis.  54


(iii)Issuance
of Series A Preferred Units.  On the First Transaction Closing Date and the
Second Transaction Closing Date, Series A Preferred Units shall be issued
by the Partnership pursuant to the terms and conditions of the Securities
Purchase Agreement.  (iv)Liquidation
Value. In the event of any liquidation and winding up of the Partnership
under Section 12.4 or a sale, exchange or other disposition of all or
substantially all of the assets of the Partnership, either voluntary or
involuntary, the holders of the Series A Preferred Units shall be entitled
to receive, out of the assets of the Partnership available for distribution to
the Partners or any Assignees, prior and in preference to any distribution of
any assets of the Partnership to the holders of any other class or series of
Partnership Securities, the positive value in each such holders Capital
Account in respect of such Series A Preferred Units. If in the year of
such liquidation and winding up, or sale, exchange or other disposition of all
or substantially all of the assets of the Partnership, any such holders
Capital Account in respect of such Series A Preferred Units is less than
the aggregate Series A Liquidation Value of such Series A Preferred
Units, then notwithstanding anything to the contrary contained in this
Agreement, and prior to any other allocation pursuant to this Agreement for
such year and prior to any distribution pursuant to the preceding sentence,
items of gross income and gain shall be allocated to all Unitholders then
holding Series A Preferred Units, Pro Rata, until the Capital Account in
respect of each Outstanding Series A Preferred Unit is equal to the Series A
Liquidation Value (and no other allocation pursuant to this Agreement shall
reverse the effect of such allocation). If in the year of such liquidation,
dissolution or winding up any such holders Capital Account in respect of such Series A
Preferred Units is less than the aggregate Series A Liquidation Value of
such Series A Preferred Units after the application of the preceding
sentence, then to the extent permitted by law and notwithstanding anything to
the contrary contained in this Agreement, items of gross income and gain for
any preceding taxable period(s) with respect to which IRS Form 1065
Schedules K-1 have not been filed by the Partnership shall be reallocated to
all Unitholders then holding Series A Preferred Units, Pro Rata, until the
Capital Account in respect of each such Outstanding Series A Preferred
Unit is equal to the Series A Liquidation Value (and no other allocation
pursuant to this Agreement shall reverse the effect of such allocation).  At such time as such allocations have been
made to the Outstanding Series A Preferred Units, Net Termination Gain or
Net Termination Loss shall be allocated to the Partners pursuant to Section 6.1(c) or
Section 6.1(d), as the case may be. At the time of the dissolution of the
Partnership, subject to Section 17-804 of the Delaware Act, the holders of
the Series A Preferred Units shall become entitled to receive any
distributions in respect of the Series A Preferred Units that are accrued
and unpaid as of the date of such distribution, if any, and shall have the
status of, and shall be entitled to all remedies available to, a creditor of
the Partnership, and such entitlement  55


of the holders of the Series A
Preferred Units to such accrued and unpaid distributions shall have priority
over any entitlement of any other Partners or Assignees with respect to any
distributions by the Partnership to such other Partners or Assignees; provided,
however, that the General Partner, as such, will have no liability for any
obligations with respect to such distributions to any holder or holders of Series A
Preferred Units.  (v)Voting
Rights.  (A)Except as
provided in Section 5.12(b)(v)(B) below, the Series A Preferred
Units shall have voting rights that are identical to the voting rights of the
Common Units and shall vote with the Common Units as a single class, so that
each Series A Preferred Unit will be entitled to one vote for each Common
Unit into which such Series A Preferred Units are convertible on each
matter with respect to which each Common Unit is entitled to vote. Each
reference in this Agreement to a vote of holders of Common Units shall be
deemed to be a reference to the holders of Common Units and Series A
Preferred Units on an as if converted basis, and the definition of Unit
Majority shall correspondingly be construed to mean at least a majority of the
Common Units and the Series A Preferred Units, on an as if converted
basis, voting together as a single class during any period in which any Series A
Preferred Units are Outstanding.  (B)Notwithstanding
any other provision of this Agreement, in addition to all other requirements
imposed by Delaware law, and all other voting rights granted under this
Agreement, the affirmative vote of the holders of a majority of the Outstanding
Series A Preferred Units, voting separately as a class based upon one vote
per Series A Preferred Unit, shall be necessary on any matter (including a
merger, consolidation or business combination) that adversely affects any of
the rights, preferences and privileges of the Series A Preferred Units or
amends or modifies any of the terms of the Series A Preferred Units; provided that the Partnership shall be able to amend this
Section 5.12 so long as the amendment does not adversely affect the
holders of the Series A Preferred Units in any material respect and does
not affect the holders of the Series A Preferred Units disproportionately
in relation to the holders of Common Units; provided,
however, that the Partnership may, without the consent or approval of the
holders of the Series A Preferred Units, create (by reclassification or
otherwise) and issue Junior Securities (including by amending the provisions of
any existing class of Partnership Securities to make such class of Partnership
Securities a class of Junior Securities) in an unlimited amount.  Without limiting the generality of the
preceding sentence, each of the following actions shall be deemed to adversely
affect  56


the holders of the Series A
Preferred Units in a material respect if such action would:  (1)reduce the Series A
Distribution Rate, change the form of payment of distributions, defer the date
from which distributions on the Series A Preferred Units will accrue,
cancel accrued and unpaid distributions on the Series A Preferred Units or
any interest accrued thereon, or change the relative seniority rights of the Series A
Unitholders as to the payment of distributions in relation to the holders of
any other Units or amend this Section 5.12;  (2)reduce the
amount payable or change the form of payment to the holders of the Series A
Preferred Units upon the voluntary or involuntary liquidation, dissolution or
winding up, or sale of all or substantially all of the assets, of the
Partnership, or change the relative seniority of the liquidation preferences of
the holders of the Series A Preferred Units to the rights upon liquidation
of the holders of any other Units;  (3)make the Series A
Preferred Units redeemable or convertible at the option of the Partnership, in
the case of conversion, before September 1, 2013, or modify the conditions
that must have occurred for such conversion option to be exercised; or  (4)result in a Series A
Change of Control.  (vi)No Series A
Parity Securities or Series A Senior Securities.  Other than Series A PIK Preferred Units
issued in connection with the Series A Quarterly Distribution, the
Partnership shall not, without the affirmative vote of a majority of the
Outstanding Series A Preferred Units, issue any Series A Parity
Securities or Series A Senior Securities.  (vii)Certificates.  (A)The Series A
Preferred Units shall be evidenced by certificates in such form as the General
Partner may approve and, subject to the satisfaction of any applicable legal,
regulatory and contractual requirements, may be assigned or transferred in a
manner identical to the assignment and transfer of other Units; unless and
until the General Partner determines to assign the responsibility to another
Person, the Partnership will act as the registrar and transfer agent for the Series A
Preferred Units. The certificates evidencing Series A Preferred Units
shall be separately identified and shall not bear  57


the same CUSIP number as the
certificates evidencing Common Units.  (B)The certificate(s) representing
the Series A Preferred Units may be imprinted with a legend in
substantially the following form:  THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. 
THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO THE SECURITIES UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
THEREUNDER AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION,
UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT OR THE PARTNERSHIP HAS RECEIVED
DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT
REQUIRE REGISTRATION UNDER SUCH ACT. THIS SECURITY IS SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER SET FORTH IN (i) THE FOURTH AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF THE PARTNERSHIP, DATED AS OF SEPTEMBER 10,
2010, AS AMENDED, AND (ii) THE SECURITIES PURCHASE AGREEMENT, DATED AS OF
SEPTEMBER 1, 2010, BY AND BETWEEN THE PARTNERSHIP AND THE PURCHASER PARTY
THERETO, IN EACH CASE A COPY OF WHICH MAY BE OBTAINED FROM THE
PARTNERSHIP AT ITS PRINCIPAL EXECUTIVE OFFICES.  THIS CERTIFICATE IS NOT REQUIRED TO BE PHYSICALLY
SURRENDERED TO THE PARTNERSHIP IN THE EVENT THAT THE SECURITIES REPRESENTED BY
THIS CERTIFICATE ARE CONVERTED IN PART. AS A RESULT, FOLLOWING ANY CONVERSION
OF ANY PORTION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF
UNITS INDICATED ON THIS CERTIFICATE. IF ANY SECURITIES ARE CONVERTED AS
AFORESAID, THE HOLDER OF THIS CERTIFICATE MAY NOT TRANSFER ANY SECURITIES
REPRESENTED BY THIS CERTIFICATE UNLESS AND UNTIL SUCH HOLDER FIRST PHYSICALLY
SURRENDERS TO K-SEA TRANSPORTATION PARTNERS L.P. ALL CERTIFICATES REPRESENTING
ANY SUCH SECURITIES WHICH HAVE PREVIOUSLY BEEN CONVERTED IN WHOLE OR IN PART,
WHEREUPON K-SEA TRANSPORTATION PARTNERS L.P. WILL FORTHWITH ISSUE AND DELIVER
UPON THE ORDER OF SUCH  58


HOLDER NEW CERTIFICATE(S) EVIDENCING SUCH
SECURITIES THEN HELD BY SUCH HOLDER.  (viii)Conversion.  (A)At the
Option of the Series A Unitholder.  At any time and from time to time, the Series A
Preferred Units shall be convertible , in whole or in part, upon the request of
the Series A Unitholder into a number of Common Units determined by
multiplying the number of Series A Preferred Units to be converted by the Series A
Conversion Rate.  Immediately upon any
conversion of Series A Preferred Units, all rights of the Converting
Unitholder in respect thereof shall cease, including, without limitation, any
accrual of distributions, and such Converting Unitholder shall be treated for
all purposes as the owner of Common Units. 
Fractional Common Units shall not be issued to any person pursuant to
this Section 5.12(b)(viii)(A) (each fractional Common Unit shall be
rounded to the nearest whole Common Unit (and a 0.5 Common Unit shall be
rounded to the next higher Common Unit)).  (B)Conversion
Notice.  To convert Series A
Preferred Units into Common Units pursuant to Section 5.12(b)(viii)(A),
the Converting Unitholder shall give written notice (a Series A
Conversion Notice) to the Partnership in the form of Exhibit C
attached hereto stating that such holder elects to so convert Series A
Preferred Units and shall state therein with respect to Series A Preferred
Units to be converted pursuant to Section 5.12(b)(viii)(A): (a) the
number of Series A Preferred Units to be converted, (b) the name or
names in which such holder wishes the certificate or certificates for Common
Units to be issued, and (c) the holders computation of the number of
Common Units to be received by the holder (or designated recipients) upon the Series A
Conversion Date.  The date any Series A
Conversion Notice is received shall be hereinafter be referred to as a Series A
Conversion Notice Date.  (C)At the
Option of the Partnership. Commencing on September 1, 2013, the
Partnership shall have the option at any time and from time to time to convert
all, but not less than all, of the Series A Preferred Units then
Outstanding into a number of Common Units determined by multiplying the number
of Series A Preferred Units then Outstanding by the Series A
Conversion Rate; provided that in order for the Partnership to exercise such
option, on the Series A Forced Conversion Notice Date, (i) the volume
weighted average trading price of the Common Units on the National Securities
Exchange on which the Common Units are listed or admitted to trading must be greater
than one hundred fifty percent (150%) of  59


the Series A Adjusted
Issue Price for the twenty (20) consecutive Trading Days ending two (2) Trading
Days prior to the date the Partnership furnishes the Series A Forced
Conversion Notice (the 20 Day Period) and (ii) the average daily trading
volume of Common Units on the National Securities Exchange upon which such
Common Units trade for the 20 Day Period must have exceeded 50,000 Common
Units, as adjusted for events specified in Section 5.12(b)(viii)(F) and
Section 5.12(b)(viii)(H). Fractional Common Units shall not be issued to
any person pursuant to this Section 5.12(b)(viii)(C) (each fractional
Common Unit shall be rounded to the nearest whole Common Unit (and a 0.5 Common
Unit shall be rounded to the next higher Common Unit).  (D)Forced
Conversion Notice.  To convert Series A
Preferred Units into Common Units pursuant to Section 5.12(b)(viii)(C),
the Partnership shall give written notice (a Series A Forced Conversion
Notice, and the date such notice is received, a Series A Forced
Conversion Notice Date) to each holder of Series A Preferred Units in the
form of Exhibit D attached hereto stating that the Partnership
elects to force conversion of such Series A Preferred Units pursuant to Section 5.12(b)(viii)(C) and
shall state therein (i) the Series A Conversion Rate on the Series A
Forced Conversion Notice Date, and (ii) the Partnerships computation of
the number of Common Units to be received by the holder upon the Series A
Conversion Date.  (E)Timing;
Certificates.  If a Series A
Conversion Notice is delivered by a Series A Unitholder to the Partnership
pursuant to Section 5.12(b)(viii)(B), or a Series A Forced Conversion
Notice is delivered by the Partnership to a Series A Unitholder pursuant
to Section 5.12(b)(viii)(D), the Partnership shall issue the Common Units
no later than seven (7) days after a Series A Conversion Notice Date
or a Series A Forced Conversion Date, as the case may be (any date of
issuance of such Common Units, a Series A Conversion Date).  On the Series A Conversion Date and
subject to the book-entry provisions set forth below, such holder shall
surrender the certificate or certificates representing the Series A
Preferred Units being converted, duly endorsed, at the office of the
Partnership or, if identified in writing to such holder by the Partnership, at
the offices of any transfer agent for such Units.  On the Series A Conversion Date, the
Partnership shall issue to such holder a certificate or certificates for the
number of Common Units to which such holder shall be entitled.  In lieu of delivering physical certificates
representing the Common Units issuable upon conversion of Series A
Preferred Units, provided the Transfer Agent is participating in the Depositorys
Fast Automated Securities Transfer program, upon request of the holder, the  60


Partnership shall use its
commercially reasonable efforts to cause its Transfer Agent to electronically
transmit the Common Units issuable upon conversion or distribution payment to
the holder, by crediting the account of the holders prime broker with the
Depository through its Deposit Withdrawal Agent Commission system.  The parties agree to coordinate with the
Depository to accomplish this objective. 
Upon issuance of Conversion Units to the Converting Unitholder, all
rights under the converted Series A Preferred Units shall cease, and such
Converting Unitholder shall be treated for all purposes as the Record Holder of
such Conversion Units.  (F)Distributions,
Combinations, Subdivisions and Reclassifications by the Partnership.  If after the First Transaction Closing Date
the Partnership (i) makes a distribution on its Common Units in Common
Units, (ii) subdivides or splits its outstanding Common Units into a
greater number of Common Units, (iii) combines or reclassifies its Common
Units into a smaller number of Common Units or (iv) issues by
reclassification of its Common Units any Partnership Securities (including any
reclassification in connection with a merger, consolidation or business
combination in which the Partnership is the surviving Person), then the Series A
Conversion Rate in effect at the time of the Record Date for such distribution
or the effective date of such subdivision, split, combination, or
reclassification shall be proportionately adjusted so that the conversion of
the Series A Preferred Units after such time shall entitle the holder to
receive the aggregate number of Common Units (or shares of any Partnership
Securities into which such shares of Common Units would have been combined,
consolidated, merged or reclassified pursuant to clauses (iii) and (iv) above)
that such holder would have been entitled to receive if the Series A
Preferred Units had been converted into Common Units immediately prior to such
Record Date or effective date, as the case may be, and in the case of a merger,
consolidation or business combination in which the Partnership is the surviving
Person, the Partnership shall provide effective provisions to ensure that the
provisions in this Section 5.12 relating to the Series A Preferred
Units shall not be abridged or amended and that the Series A Preferred
Units shall thereafter retain the same powers, preferences and relative
participating, optional and other special rights, and the qualifications,
limitations and restrictions thereon, that the Series A Preferred Units
had immediately prior to such transaction or event.  An adjustment made pursuant to this Section 5.12(b)(viii)(F) shall
become effective immediately after the Record Date in the case of a
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination, reclassification (including any
reclassification in connection with a  61


merger, consolidation or
business combination in which the Partnership is the surviving Person) or
split.  Such adjustment shall be made
successively whenever any event described above shall occur.  If,
in the future, the Partnership issues any options, warrants, or other rights to
purchase Common Units, or Partnership Securities exercisable or convertible
into or exchangeable for Common Units (or options, warrants, or other rights to
purchase any such Partnership Securities that are exercisable or convertible
into or exchangeable for Common Units) (herein collectively, Convertible
Securities), the General Partner shall, at the direction and at the option of
the holders of a majority of the Outstanding Series A Preferred Units in
their sole discretion, either (i) amend the provisions of this Agreement
relating to antidilution protection to (A) revise any such provision that
is less favorable than the corresponding provision offered in the terms of such
Convertible Securities (or any related purchase agreement) so that such
provision is the same as such provision offered in the terms of such
Convertible Securities (or any related purchase agreement) and (B) incorporate
any provision(s) offered in the terms of such Convertible Securities (or
any related purchase agreement) that is not currently provided for in this
Agreement and which would make the antidilution protection provisions of this
Agreement more favorable to the holders of Series A Preferred Units, which
amendment shall be effective concurrently with the issuance and/or execution of
documentation relating to such Convertible Securities, or (ii) retain the
antidilution language applicable to the Series A Preferred Units at such
time.  The Partnership agrees to provide
as much prior notice of an issuance of any such Convertible Securities and/or
execution of documentation relating to such issuance of Convertible Securities
as is reasonably practicable (and in any event, such notice shall be provided
at least ten (10) Business Days prior to such issuance and/or execution).  (G)Prior to September 1,
2012, if the Partnership shall issue or sell, or grant any Common Units or
Convertible Securities at an indicative per Common Unit price (the Follow-On
Price, and such Common Units or Convertible Securities so issued, sold or
granted, on an as-converted basis, the Follow-On Units) that is less than
ninety percent (90%) of the Series A Conversion Rate, then the Series A
Conversion Rate will be reset so that it will equal the price determined
according to the following formula:  ((CP
x OB) + (FP x Q)) / OA  Where:  CP  =  the Series A
Conversion Rate in effect immediately before the issuance of the Follow-On Units  62


FP  =  the
Follow-On Price  OB  =  the
total number of fully diluted Common Units outstanding before the issuance of
the Follow-On Units  Q  =  the
total number of fully diluted Follow-On Units issued  OA  =  the
total number of fully diluted Common Units outstanding after giving effect to
the issuance of the Follow-On Units.  For purposes of this Section 5.12(b)(viii)(G),
the indicative price per Common Unit resulting from the issuance of Convertible
Securities will be determined using the principles set forth in Section 5.12(b)(viii)(J)(c).  (H)Other
Extraordinary Transactions Affecting the Partnership.  a.             Prior to the consummation of any recapitalization,
reorganization, consolidation, merger, spin-off or other business combination
(not otherwise addressed in Section 5.12(b)(viii)(F) above) in which
the holders of Common Units are to receive securities, cash or other assets (a Partnership
Event), the Partnership shall make appropriate provision to insure that the
holders of Series A Preferred Units receive in such Partnership Event a
preferred security, issued by the Person surviving or resulting from such
Partnership Event and containing provisions substantially equivalent to the
provisions set forth in this Agreement with respect to the Series A
Preferred Units, including Section 5.12 and Section 7.3 hereof,
without material abridgement, including, without limitation, the same powers,
preferences, rights to distributions, rights to accumulation and compounding
upon failure to pay distributions, and relative participating, optional or
other special rights and the qualifications, limitations or restrictions
thereon, that the Series A Preferred Unit had immediately prior to such
Partnership Event (the Survivor Preferred Security). The Series A
Conversion Rate in effect at the time of the effective date of such Partnership
Event shall be proportionately adjusted so that the conversion of a unit of
Survivor Preferred Security after such time shall entitle the holder to the
number of securities or amount of cash or other assets which, if a Series A
Preferred Unit had been converted into Common Units immediately prior to such
Partnership Event, such holder would have been entitled to receive immediately
following such Partnership Event. 
Subsequent adjustments to the Conversion Price of the Survivor Preferred
Security shall be made successively whenever any event described in Section 5.12(b)(viii)(F),  Section 5.12(b)(viii)(G) or this Section 5.12(b)(viii)(H) shall
occur.  Notwithstanding the foregoing,
the Partnership may consummate a Partnership Event without making appropriate
provision to ensure that the holders of Series A Preferred Units receive a
Survivor Preferred Security in such Partnership Event with the prior written
approval of the holders of a majority of the Outstanding Series A
Preferred Units.  63


b.             In the event that the Partnership, after using
commercially reasonable efforts, determines it is unable to cause the foregoing
Section 5.12(b)(viii)(H)(a) to occur, then the Partnership shall, as
promptly as practicable following such determination, but in any event no later
than ten (10) Business Days prior to the consummation of the Partnership
Event, make an irrevocable written offer (a Partnership Event Change of
Control Offer) to each holder of Series A Preferred Units to redeem all
(but not less than all) of such holders Series A Preferred Units for a
price per unit in cash equal to the greater of (x) the Series A
Liquidation Value for each Series A Preferred Unit or (y) an amount
equal to the product of (1) the number of Common Units into which each Series A
Preferred Unit is convertible pursuant to Section 5.12(b)(viii) on
the day immediately prior to the date of the Partnership Event Change of
Control Offer and (2) the sum of (A) cash consideration per Common
Unit to be paid to the holders of Common Units pursuant to the Partnership
Event plus (B) the fair market value in cash per Common Unit of the
securities or other assets to be distributed to the holders of the Common Units
in the Partnership Event (as applicable, the Partnership Event Payment).  c.             The Partnership Event Change of Control Offer shall be
mailed to each holder and shall describe the transaction or transactions that
constitute the Partnership Event and state:  i.that the Partnership Event
Change of Control Offer is being made pursuant to this Section 5.12(b)(viii)(H) and
that the Partnership is making an offer to redeem all Series A Preferred
Units of such holder (subject to the consummation of the Partnership Event);  ii.the Partnership Event
Payment and the redemption date, which shall be the date on which the
Partnership Event is consummated or as soon thereafter as practicable (the Partnership
Event Payment Date); and  iii.the amount per unit that
each Common Unit holder is receiving in connection with the Partnership Event.  On the Partnership Event
Payment Date, the Partnership (or its successor) shall pay to each holder of Series A
Preferred Units that accepts the Partnership Event Change of Control Offer an
amount in cash equal to such holders applicable Partnership Event Payment, and
all of such holders rights and privileges under the Series A Preferred
Units shall be extinguished.  (I)Notwithstanding
any of the other provisions of this Section 5.12(b)(viii), no adjustment
shall be made to the Series A Conversion Rate pursuant to Section 5.12(b)(viii)(F)-(H) as
a result of any of the following:  64


a.             the grant of Common Units or options, warrants or rights
to purchase Common Units to employees, officers or directors of the Partnership
and its Subsidiaries, or to employees or officers of the General Partner, K-Sea
Transportation Partners L.P. or K-Sea GP in respect of services provided to or
for the benefit of the Partnership or its Subsidiaries, under compensation
plans and agreements approved in good faith by the General Partner; providedthat, in the case of options,
warrants or rights to purchase Common Units, the exercise price per Common Unit
shall not be less than the Closing Price on the date such option, warrant or
other right is issued;  b.             the issuance of any Common Units as all or part of the
consideration to effect (i) the closing of any acquisition by the
Partnership of assets of an unrelated third party in an arms-length
transaction or (ii) the consummation of a merger, consolidation or other
business combination of the Partnership with or into another entity to the
extent such transaction(s) is or are validly approved by the vote or
consent of the General Partner; and  c.             the issuance of Partnership Securities for which an
adjustment is made under another provision of this Section 5.12(b)(viii).  (J)The following rules shall
apply for purposes of this Section 5.12(b)(viii):  a.             In the case of the issuance or sale (or deemed issuance
or sale) of Common Units for cash, the consideration shall be deemed to be the
amount of cash paid therefor before deducting any reasonable underwriting
discounts or placement agent fees, commissions or the expenses allowed, paid or
incurred by the Partnership for any underwriting or otherwise in connection
with the issuance and sale thereof.  b.             In the case of the issuance or sale (or deemed issuance
or sale) of Common Units for consideration in whole or in part other than cash,
the consideration other than cash shall be valued at the Agreed Value thereof;  c.             In the case of the issuance or sale of Convertible
Securities, the following provisions shall apply for all purposes of this Section 5.12(b)(viii)(J):  i.              The
aggregate maximum number of Common Units deliverable upon exercise (assuming
the satisfaction of any conditions to exercisability, including, without
limitation, the passage of time, but without taking into account potential
antidilution adjustments) of options or warrants to purchase or rights to
subscribe for Common Units shall be deemed to have been issued at the time such
options, warrants or rights were issued and for consideration equal to the
consideration (determined in the manner provided in this Section 5.12(b)(viii)(J)),
if any, received by the Partnership upon the issuance of such options, warrants
or rights plus  65


the
minimum exercise price provided in such options, warrants or rights (without
taking into account potential antidilution adjustments) for the Common Units
covered thereby.  ii.             The
aggregate maximum number of Common Units deliverable upon conversion of or in
exchange (assuming the satisfaction of any conditions to convertibility or
exchangeability, including, without limitation, the passage of time, but
without taking into account potential antidilution adjustments) for any such
convertible or exchangeable securities or upon the exercise of options or
warrants to purchase rights to subscribe for such convertible or exchangeable
securities and subsequent conversion or exchange thereof shall be deemed to
have been issued at the time such securities were issued or such options,
warrants or rights were issued and for a consideration equal to the
consideration, if any, received by the Partnership for any such securities or
options, warrants or rights, plus the minimum additional consideration, if any,
to be received by the Partnership (without taking into account potential
antidilution adjustments) upon the conversion or exchange of such securities or
upon the exercise of such options, warrants or rights and subsequent conversion
or exchange of the underlying convertible or exchangeable securities, as
appropriate (the consideration in each case to be determined in the manner
provided in this Section 5.12(b)(viii)).  iii.            In
the event of any change in the number of Common Units deliverable or in the
consideration payable to the Partnership upon exercise of such options,
warrants or rights with respect to either Common Units or such convertible or
exchangeable securities or upon conversion of or in exchange for such
convertible or exchangeable securities, including, but not limited to, a change
resulting from the antidilution provisions thereof, the Series A
Conversion Rate, to the extent in any way affected by or computed using such
options, warrants, rights or securities, shall be recomputed to reflect such
change, but no further adjustment shall be made for the actual issuance of
Common Units or any payment of such consideration upon the exercise of any such
options, warrants or rights or the conversion or exchange of such securities.  iv.            Upon
the expiration of any such options, warrants or rights with respect to either
Common Units or such convertible or exchangeable securities or the termination
of any such rights to convert or exchange, the Series A Conversion Rate,
to the extent in any way affected by or computed using such options, warrants,
rights or securities shall be recomputed to reflect the issuance of only the
number of Common Units actually issued upon the exercise of such options,
warrants or rights with respect to Common Units, upon the conversion or
exchange of such securities, or the number of Common Units issuable upon
conversion or exchange of the convertible or exchangeable securities that were
actually  66


issued
upon exercise of options, warrants or rights related to such securities.  v.             The
number of Common Units deemed issued and the consideration deemed paid therefor
pursuant to Sections 5.12(b)(viii)(J)(c)(i) and (ii) shall be
appropriately adjusted to reflect any change, termination or expiration of the
type described in either Section 5.12(b)(viii)(J)(c)(iii) or (iv).  d.             Notwithstanding any of the other provisions of this Section 5.12(b)(viii)(J),
no adjustment shall be made to the number of Common Units issuable upon conversion
of the Series A Preferred Units or the Series A Conversion Rate as a
result of an event for which an adjustment is made under another provision of
this Section 5.12(b)(viii)(J).  e.             For purposes of this Section 5.12(b)(viii), no
adjustment to the Series A Conversion Rate shall be made in an amount less
than 1/100th of one cent per Unit; provided that any adjustments that are not
required to be made by reason of this sentence shall be carried forward and
shall be taken into account in any subsequent adjustment made.  (K)In the event of
any taking by the Partnership of a Record Date of the holders of any class of
Partnership Securities for the purpose of determining the holders thereof who
are entitled to receive any distribution thereon, any security or right
convertible into or entitling the holder thereof to receive additional Common
Units, or any right to subscribe for, purchase or otherwise acquire any
Partnership Securities or any other securities or property of the Partnership,
or to receive any other right, the Partnership shall notify each holder of Series A
Preferred Units at least fifteen (15) days prior to the Record Date, of which
any such Record Date is to be taken for the purpose of such distribution,
security or right and the amount and character of such distribution, security
or right; provided, however, that the foregoing requirement shall be deemed
satisfied with respect to any holder of Series A Preferred Units other
than the Purchaser if at least fifteen (15) days prior to the Record Date, the
Partnership shall have issued a press release which shall be posted on the
Partnerships website and carried by one or more wire services, containing the
required information.  (L)The Partnership
shall pay any and all issue, documentary, stamp and other taxes, excluding any
income, franchise, property or similar taxes, that may be payable in respect of
any issue or delivery of Common Units on conversion of, or payment of
distributions on, Series A Preferred Units pursuant hereto. However, the
holder of any Series A Preferred Units shall pay any tax that is due
because the Common Units issuable upon  67


conversion thereof or
distribution payment thereon are issued in a name other than such holders name.  (M)The Partnership
agrees that it will act in good faith to make any adjustment(s) required
by this Section 5.12(b)(viii) equitably and in such a manner as to
afford the holders of Series A Preferred Units the benefits of the
provisions hereof, and will not take any action to deprive such holders of the
benefit hereof.  (ix)           Make-Whole Distribution and Allocation.  Notwithstanding anything to the contrary
contained in this Agreement, if any corrective allocations (within the meaning
of Proposed Treasury Regulation Section 1.704-1(b)(4)(x)) are made to a
Unitholder (or there is any other taxable capital shift to a Unitholder) as a
result of a conversion of such Unitholders Series A Preferred Units
pursuant to Section 5.12(b)(viii)(D), then (A) immediately prior to
any other distribution pursuant to this Agreement, the Partnership shall make a
distribution to such Unitholder in an amount equal to the Tax Cost, and (B) immediately
prior to any other allocation pursuant to this Agreement, Net Income and/or Net
Termination Gain (or items of gross income and gain, to the extent there is
insufficient Net Income and Net Termination Gain (provided that any such
allocation of items of gross income and gain shall be treated as specially
allocated pursuant to Section 6.1(d) for purposes of computing Net
Income, Net Loss, Net Termination Gain and Net Termination Loss)) in an amount
equal to such distribution shall be allocated to such Unitholder (and no other
allocation pursuant to this Agreement shall reverse the effect of this
allocation). The allocation described in clause (B) above shall not be
made prior to the distribution described in clause (A) above. Any
reference in this Agreement to a provision of the Proposed Treasury Regulations
shall be deemed to refer to a corresponding provision of subsequently
promulgated proposed, temporary or final Treasury regulations.  (x)            Remarketing. If any
holder of Series A Preferred Units approaches the Partnership with a
desire to sell more than 2,000,000 Series A Preferred Units, or Common
Units underlying such Series A Preferred Units having equivalent economic
value (based on the sum of the Issue Price of the Series A Preferred Units
and all accrued and accumulated but unpaid distributions on such Series A
preferred Unit), the Partnership shall cooperate reasonably with such holder to
provide information requested by potential purchasers, to make the Partnerships
management reasonably available by telephone and to confirm that the
Partnership has made all requisite filings required under the Exchange Act;
provided that, such potential purchasers enter into a customary non-disclosure
agreement in respect of such information provided by the Partnership.  68


(xi)           Tax Estimates.Upon receipt of a written request from any
holder of Series A Preferred Units stating the number of Series A
Preferred Units owned by such holder (which requests shall be made no more than
two (2) times per calendar year and the first such request per calendar
year shall be at the Partnerships expense, and the second at the expense of
such requesting holder), the Partnership shall, within ten (10) days,
provide such holder with a good faith estimate (and reasonable supporting
calculations) of whether there is sufficient Unrealized Gain attributable to
the Partnership property such that, if such holder converted its Series A
Preferred Units pursuant to Section 5.12(b)(viii)(A) or (B) and
such Unrealized Gain was allocated to such holder pursuant to Section 5.5(d)(i),
such holders Capital Account in respect of its converted Series A
Preferred Units would be equal to the Per Unit Capital Amount for a then
Outstanding Common Unit (other than a converted Series A Preferred Unit).  (xii)          Fully Paid and Nonassessable. Any Common Units delivered as
a result of conversion pursuant to this Section 5.12 shall be validly
issued, fully paid and nonassessable (except as such nonassessability may be
affected by matters described in Sections 17-303, 17-607 and 17-804 of the
Delaware Act), free and clear of any liens, claims, rights or encumbrances
other than those arising under the Delaware Act or this Agreement or created by
the holders thereof.  (xiii)         Listing of Common Units. The Partnership will procure, at
its sole expense, the listing of the Common Units issuable upon conversion of
the Series A Preferred Units and Common Units issuable as distributions
hereunder, subject to issuance or notice of issuance on any National Securities
Exchange on which the Common Units are listed or admitted to trading.  ARTICLE VI
ALLOCATIONS AND DISTRIBUTIONS  Section 6.1             Allocations for Capital
Account Purposes.  For
purposes of maintaining Capital Accounts and in determining the rights of the
Partners among themselves, the Partnerships items of income, gain, loss and
deduction (computed in accordance with 5.5(b), after taking into account any
guaranteed payments made pursuant to Section 5.12) shall be allocated
(subject to Sections 5.12(b)(i) and (iv)) among the Partners in each
taxable period as provided herein below:  (a)Net
Income.  Net Income for a taxable
period of the Partnership shall be allocated as follows:  (i)First, 100% to
the General Partner until the aggregate Net Income allocated to the General
Partner pursuant to this sentence for the current  69


taxable period of the
Partnership and all previous taxable periods of the Partnership is equal to the
aggregate Net Loss allocated to the General Partner pursuant to Section 6.1(b)(ii) for
all previous taxable periods of the Partnership.  (ii)Second, 100% to
the General Partner and the Unitholders, in accordance with their respective
Percentage Interests.  The items of income, gain, loss and deduction that
are included in Net Income for a taxable period of the Partnership shall be
allocated in the ratio in which Net Income for such taxable period is
allocated.  (b)Net
Loss.  Net Loss for a taxable period
of the Partnership shall be allocated as follows:  (i)First, 100% to
the General Partner and the Unitholders holding Common Units, in accordance
with their respective Percentage Interests, provided, that the Net Loss shall
not be allocated pursuant to this sentence to the extent that such allocation
would cause the General Partner or any Unitholder holding Common Units to have
a deficit balance in its Adjusted Capital Account at the end of such taxable
period of the Partnership (or increase any existing deficit balance in its
Adjusted Capital Account).  The
limitation on the allocation of Net Loss that is contained in the preceding
sentence is a Required Allocation for purposes of the allocation of Curative
Allocations in Section 6.1(d).  (ii)Second, the
balance, if any, 100% to the General Partner.  The items of income, gain, loss and deduction that
are included in Net Loss for a taxable period of the Partnership shall be
allocated in the ratio in which Net Loss for such taxable period is allocated.  (c)Net
Termination Gains and Losses.  Allocations under this Section 6.1(c) shall
be made after Capital Account balances have been adjusted by all other
allocations provided under this Section 6.1 for the current and prior
taxable periods of the Partnership and for distributions that have been made
pursuant to Sections 6.4 and 6.5 but not for distributions made pursuant to Section 12.4.  (i)Net Termination
Gain for a taxable period of the Partnership shall be allocated among the
Partners in the following manner and the Capital Accounts of the Partners shall
be increased by the amount so allocated in each subclause, before an allocation
is made pursuant to the next subclause:  (A)First, to each
Partner having a deficit balance in its Capital Account, in proportion to such
deficit balances until each Partner has been allocated Net Termination Gain
equal to any such deficit balance;  70


(B)Second, (x) to
the General Partner in accordance with its Percentage Interest, and (y) to
all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less
the percentage applicable to subclause (x) of this clause (B), until the
Capital Account in respect of each Common Unit then Outstanding is equal to the
sum of (1) Unrecovered Capital at the time, plus (2) the Minimum
Quarterly Distribution for the Quarter during which the Liquidation Date occurs
reduced by any distribution pursuant to Section 6.4(a) (the amount
determined pursuant to this clause (2) is hereinafter defined as the Unpaid
MQD);  (C)Third, 100% to
the General Partner and all Unitholders in accordance with their respective
Percentage Interests, until the Capital Account in respect of each Common Unit
then Outstanding is equal to the sum of (1) Unrecovered Capital at the
time, plus (2) the Unpaid MQD, plus (3) the excess of (aa) the First
Target Distribution less the Minimum Quarterly Distribution for each Quarter of
the Partnerships existence over (bb) the cumulative per Unit amount of any
distributions of Available Cash that is deemed to be Operating Surplus made
pursuant to Section 6.4(b) (the sum of (1) plus (2) plus (3) plus
(4) is hereinafter defined as the First Liquidation Target Amount);  (D)Fourth, (x) to
the General Partner in accordance with its Percentage Interest, (y) 13% to
the holders of the Incentive Distribution Rights, Pro Rata, and (z) to all
Unitholders, Pro Rata, a percentage equal to 100% less the sum of the
percentages applicable to subclauses (x) and (y) of this clause (E),
until the Capital Account in respect of each Common Unit then Outstanding is
equal to the sum of (1) the First Liquidation Target Amount, plus (2) the
excess of (aa) the Second Target Distribution less the First Target
Distribution for each Quarter of the Partnerships existence over (bb) the
cumulative per Unit amount of any distributions of Available Cash that is
deemed to be Operating Surplus made pursuant to Section 6.4(c) (the
sum of (1) and (2) is hereinafter defined as the Second Liquidation
Target Amount);  (E)Fifth, (x) to
the General Partner in accordance with its Percentage Interest, (y) 23% to
the holders of the Incentive Distribution Rights, Pro Rata, and (z) to all
Unitholders, Pro Rata, a percentage equal to 100% less the sum of the
percentages applicable to subclauses (x) and (y) of this clause (F),
until the Capital Account in respect of each Common Unit then Outstanding is
equal to the sum of (1) the Second Liquidation Target Amount, plus (2) the
excess of (aa) the Third Target Distribution less the Second Target
Distribution for each Quarter of the Partnerships existence over (bb) the
cumulative per Unit amount of any distributions of  71


Available Cash that is
deemed to be Operating Surplus made pursuant to Section 6.4(d) (the
sum of (1) plus (2) is hereinafter defined as the Third Liquidation
Target Amount); and  (F)Finally, (x) to
the General Partner, in accordance with its Percentage Interest, (y) 48%
to the holders of the Incentive Distribution Rights, Pro Rata, and (z) to
all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the
percentages applicable to subclauses (x) and (y) of this clause (F).  (ii)Any Net
Termination Loss for a taxable period of the Partnership shall be allocated
among the Partners in the following manner:  (A)First, (x) to
the General Partner in accordance with its Percentage Interest, and (y) to
all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less
the percentage applicable to subclause (x) of this clause (B) until
the Capital Account in respect of each Common Unit then Outstanding has been
reduced to zero.  The limitation on the
allocation of Net Termination Loss that is contained in the preceding sentence
is a Required Allocation for purposes of the allocation of Curative Allocations
in Section 6.1(d); and  (B)Second, the
balance, if any, 100% to the General Partner.  The items of income, gain, loss and deduction that
are included in Net Termination Gain or Net Termination Loss for a taxable
period of the Partnership shall be allocated in the ratio in which Net
Termination Gain or Net Termination Loss for such taxable period is allocated.  (d)Special
Allocations.  Prior to
making any allocation pursuant to another portion of this Section 6.1 for
a taxable period of the Partnership, the following allocations shall be made in
the order stated:  (i)Partnership
Minimum Gain Chargeback.  If
there is a net decrease in Partnership Minimum Gain during the taxable period
of the Partnership, each Partner shall be allocated items of Partnership income
and gain for such taxable period (and, if necessary, subsequent taxable periods
of the Partnership) in the manner and amounts provided in Treasury Regulation
Sections 1.704-2(f) or any successor provision.  This Section 6.1(d)(i) is intended
to comply with the Partnership Minimum Gain chargeback requirement in Treasury
Regulation Section 1.704-2(f) and shall be interpreted consistently
therewith.  The allocations in this
portion of Section 6.1(d) are a Required Allocation for purposes of
the allocation of Curative Allocations in Section 6.1(d).  (ii)Partner
Nonrecourse Debt Minimum Gain Chargeback.  If there is a net decrease in Partner
Nonrecourse Debt Minimum Gain during any taxable  72


period of the Partnership,
any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the
beginning of such taxable period shall be allocated items of Partnership income
and gain for such taxable period (and, if necessary, subsequent taxable periods
of the Partnership) in the manner and amounts provided in Treasury Regulation Section 1.704-2(i)(4) or
any successor provision.  This Section 6.1(d)(ii) is
intended to comply with the Partner Nonrecourse Debt Minimum Gain chargeback of
items of income and gain requirement in Treasury Regulation Section 1.704-2(i)(4) and
shall be interpreted consistently therewith. 
The allocations in this portion of Section 6.1(d) are a
Required Allocation for purposes of the allocation of Curative Allocations in Section 6.1(d).  (iii)Priority
Allocations.  (A)First, if the
amount of cash or the Net Agreed Value of any property distributed (except cash
or property distributed pursuant to (x) Section 5.12(b)(ii) of
this Agreement to the Series A Unitholders, or (y) Section 12.4
of this Agreement) to any Unitholder with respect to its Units during any
taxable period is greater (on a per Unit basis) than the amount of cash or the
Net Agreed Value of property distributed (except cash or property distributed
pursuant to (x) Section 5.12(b)(ii) of this Agreement to the Series A
Unitholders, or (z) Section 12.4 of this Agreement) to the other
Unitholders with respect to their Units (on a per Unit basis), then (1) there
shall be allocated income and gain to each Unitholder receiving such greater
cash or property distribution until the amount so allocated for the current
taxable period and all previous taxable periods pursuant to this clause (A) is
equal to (aa) the amount by which the distribution (on a per Unit basis)
to such Unitholder exceeds the distribution (on a per Unit basis) to the
Unitholders receiving the smallest distribution multiplied by (bb) the number
of Units owned by the Unitholder receiving the greater distribution and (2) the
General Partner shall be allocated income and gain in an aggregate amount equal
to (aa) the quotient determined by dividing (x) the General Partners
Percentage Interest at the time in which the greater cash or property
distribution occurs by (y) 100 less the General Partners Percentage
Interest at the time in which the greater cash or property distribution occurs
multiplied by (bb) the sum of the amounts allocated in clause (i) above.  (B)Second, income
and gain for the taxable period shall be allocated (1) to the holders of
Incentive Distribution Rights, Pro Rata, until the aggregate amount so
allocated pursuant to this sentence for the current taxable period and all
previous taxable periods is equal to the cumulative amount of all Incentive
Distributions from the Closing Date to a date 45 days after the end of the
current taxable  73


period; and (2) to the
General Partner until the aggregate amount so allocated pursuant to this
sentence for the current taxable period and all previous taxable periods is
equal to the cumulative amount of all GP IDR-Related Distributions from the
Closing Date to a date 45 days after the end of the current taxable
period.  Any partial allocation pursuant
to this Section 6.1(d)(iii)(B) shall be divided between the General
Partner and the holders of Incentive Distribution Rights in proportion to their
rights to the total distribution that could then be made.  (iv)Qualified
Income Offset.  In the
event any Partner unexpectedly receives any adjustment, allocation or
distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4),
(5), or (6), items of income and gain shall be allocated to such Partner in an
amount and manner sufficient to eliminate, to the extent required by the
Treasury Regulations promulgated under Section 704(b) of the Code,
the deficit balance, if any, in its Adjusted Capital Account created by such
adjustment, allocation or distribution as quickly as possible.  The allocations in this portion of Section 6.1(d) are
a Required Allocation for purposes of the allocation of Curative Allocations in
Section 6.1(d).  (v)Gross
Income Allocations.  In the
event any Partner has a deficit balance in its Capital Account at the end of
any taxable period of the Partnership in excess of the sum of (A) the
amount such Partner is required to restore pursuant to the provisions of this
Agreement and (B) the amount such Partner is deemed obligated to restore
pursuant to Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5),
such Partner shall be allocated items of income and gain in the amount of such
excess; provided, that an allocation pursuant to this Section 6.1(d)(v) shall
be made only if and to the extent that such Partner would have a deficit
balance in its Capital Account as adjusted after all other allocations provided
for in this Section 6.1 have been tentatively made as if this Section 6.1(d)(v) were
not in this Agreement.  The allocations
in this portion of Section 6.1(d) are a Required Allocation for
purposes of the allocation of Curative Allocations in Section 6.1(d).  (vi)Nonrecourse
Deductions.  Nonrecourse
Deductions for the taxable period shall be allocated to the Partners in
accordance with their respective Percentage Interests.  If the General Partner determines in good
faith that the Partnerships Nonrecourse Deductions must be allocated in a
different ratio to satisfy the safe harbor requirements of the Treasury
Regulations promulgated under Section 704(b) of the Code, the General
Partner may, upon notice to the other Partners, revise the prescribed ratio in
order to satisfy such safe harbor requirements. 
The allocations in this portion of Section 6.1(d) are a
Required Allocation for purposes of the allocation of Curative Allocations in Section 6.1(d).  74


(vii)Partner
Nonrecourse Deductions. 
Partner Nonrecourse Deductions for the taxable period shall be allocated
100% to the Partner that bears the Economic Risk of Loss with respect to the
Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are
attributable in accordance with Treasury Regulation Section 1.704-2(i).  If more than one Partner bears the Economic
Risk of Loss with respect to a Partner Nonrecourse Debt, such Partner
Nonrecourse Deductions attributable thereto shall be allocated among such
Partners in accordance with the manner in which they share such Economic Risk
of Loss.  The allocations in this portion
of Section 6.1(d) are a Required Allocation for purposes of the
allocation of Curative Allocations in Section 6.1(d).  (viii)Nonrecourse
Liabilities.  The portion
of the Nonrecourse Liabilities of the Partnership that are allocable pursuant
to Treasury Regulation Section 1.752-3(a)(3) shall be allocated among
the Partners in accordance with their Percentage Interests.  The allocations of Nonrecourse Liabilities
that may be made as provided in Treasury Regulation Section 1.752-3(a)(2) are
to be made as determined by the General Partner in its sole discretion.  (ix)Reserved.  (x)Curative
Allocations.  (A)Allocations are
to be made pursuant to this Section 6.1(d)(x)(A) so that the net
amount of items of income, gain, loss and deduction allocated to each Partner
pursuant to Section 6.1 (including allocations made pursuant to this Section 6.1(d)(x))
is equal to the net amount of such items that would have been allocated to each
such Partner under this Section 6.1 if the Required Allocations and this Section 6.1(d)(x)(A) had
not been included in this Section 6.1; provided that Required Allocations
relating to  (1)Nonrecourse
Deductions shall not be taken into account for purposes of this sentence except
to the extent that there has been a decrease in Partnership Minimum Gain and  (2)Partner
Nonrecourse Deductions shall not be taken into account for purposes of this
sentence except to the extent that there has been a decrease in Partner
Nonrecourse Debt Minimum Gain and shall then in either case be taken into
account only to the extent the General Partner reasonably determines that such
allocations are not likely to be offset by subsequent Required Allocations.  (B)The General
Partner shall have reasonable discretion, with respect to each taxable period
of the Partnership, to (1) apply the provisions of Section 6.1(d)(x)(A) in
whatever order is most likely  75


to minimize the economic
distortions that might otherwise result from the Required Allocations and (2) divide
all allocations pursuant to Section 6.1(d)(x)(A) among the Partners
in a manner that is likely to minimize such economic distortions.  (xi)Corrective
Allocations.  (A)Upon the
occurrence of a Book-Down Event (the Current Book-Down Event) after one or
more Book-Up Events has occurred, the General Partner shall determine for each
Partner the difference (the Net Effect for the Partner) between  (1)the amount that
would be the balance of the Capital Account of such Partner pursuant to this
Agreement after the Current Book-Down Event taking into account the provisions
of this Agreement other than this Section 6.1(d)(xi)(A) as to the
effect of the Current Book-Down Event and  (2)the amount that
would be the balance of the Capital Account of the Partner if the increases and
decreases in Carrying Values that occurred in earlier Book-Up Events and
Book-Down Events had been reduced or eliminated (doing so in inverse order) so
that the Current Book-Down Event would not have generated a change in the
aggregate Carrying Value of the Partnerships assets.  Thereafter,
the items of income, gain, loss and deduction that the Partnership recognizes
(whether in the Current Book-Down Event or otherwise) shall be allocated first
among the Partners so that to the greatest extent possible the Net Effect for
the Partner is eliminated, and the balance of such items shall then be
allocated as otherwise provided in this Section 6.1.  (B)Any Net
Termination Loss that is recognized and so characterized without regard to this
Section 6.1(d)(xi)(B), shall be allocated among the Partners so as to
reverse first the allocations of any Net Termination Gain that was recognized
in a prior taxable period to the extent thereof and to reverse second the
effect of any Book-Up Event that has not theretofore been eliminated pursuant
to Section 6.1(d)(xi)(A).  Any
balance of the Net Termination Loss shall then be allocated as provided in Section 6.1(c)(ii).  (C)The purpose of
this Section 6.1(d)(xi) is to prevent a Partner from being adversely
affected by the occurrence of a Book-Up Event and its later reversal by a
Book-Down Event or by a Net  76


Termination Gain and its
later reversal by a Net Termination Loss. Any application of this Section 6.1(d)(xi) that
is made in good faith by the General Partner shall be conclusive.  The items of income, gain, loss and deduction that
are included in an aggregate that is allocated pursuant to a provision of this Section 6.1(d) for
a taxable period of the Partnership shall be allocated in the ratio that such
aggregate was allocated.  Section 6.2             Allocations for Tax
Purposes.  (a)Except as
otherwise provided in this Section 6.2, each item of income, gain, loss
and deduction that is recognized by the Partnership for federal income tax
purposes shall be allocated among the Partners with reference to the
allocations of the corresponding items pursuant to Section 6.1.  (b)The Partnership
shall make the allocations that are required by Section 704(c) of the
Code with respect to the difference between the fair market value and adjusted
basis for federal income tax purposes of any asset that the Partnership holds
on the Closing Date using remedial allocations within the meaning of Treasury
Regulation Section 1.704-3(d) or any other method selected by the
General Partner in its sole discretion. 
The Partnership shall, at any other time that it acquires property with
respect to which it must make allocations for federal income tax purposes
pursuant to Section 704(c) of the Code, make such allocations using
remedial allocations within the meaning of Treasury Regulation Section 1.704-3(d) or
any other method selected by the General Partner in its sole discretion.  The Partnership shall make any reverse
section 704(c) allocations, within the meaning of Treasury Regulation Section 1.704-3(a)(6),
that may be made upon an adjustment in Carrying Values pursuant to Section 5.5(d) or
at any other time that the General Partner determines in its sole discretion
that the Partnership should make reverse section 704 allocations as remedial
allocations as set out in Treasury Regulation Section 1.704-3(d) or
under any other method that the General Partner determines in its sole
discretion that the Partnership should use. 
The Partnership shall make reverse section 704(c) allocations in
respect of the contributions that occur on the Closing Date.  The General Partner may cause the Partnership
to make agreements as to the manner in which Section 704(c) allocations
shall be made upon the acquisition by the Partnership of property in exchange
for a Partnership Interest or reverse Section 704(c) allocations
shall be made with respect to the assets of the Partnership upon the issuance
by the Partnership of a Partnership Interest. 
The Partnership shall, for federal income tax purposes, allocate any
deduction that it recognizes for federal income tax purposes in respect of a Section 721
Contingent Obligation and that is identifiable to the amount at which such Section 721
Contingent Obligation was valued on the assumption of such Section 721
Contingent Obligation or upon the acquisition of property to which such Section 721
Contingent Obligation was subject to the Partner from whom such Section 721
Contingent Obligation was assumed or to the Partner who transferred such
property to the Partnership unless the General Partner determines that
applicable  77


law requires another
allocation.  (c)For the proper
administration of the Partnership and to facilitate the calculation of the
items of income, gain, loss and deduction that are allocated to the Partners
for federal, state or local income tax purposes and to take into account the
effect of the Section 754 election that the Partnership is to make, the
General Partner shall have sole discretion (i) to adopt such conventions
as it deems appropriate in determining the amount of depreciation, amortization
and cost recovery deductions; (ii) to make special allocations for federal
income tax purposes of income (including, without limitation, gross income) or
deductions; and (iii) to amend the provisions of this Agreement as
appropriate (x) to reflect the proposal or promulgation of Treasury
Regulations under Section 704(b) or Section 704(c) of the
Code or (y) otherwise to preserve or achieve uniformity of the Limited
Partner Interests (or any class or classes thereof) or to facilitate the
calculation of such adjustments that are required by the Section 754
election from the information that is known by the Partnership, such as the
date of the purchase of a Limited Partner Interest and the amount that is paid
therefor.  (d)The General
Partner in its discretion may determine to depreciate or amortize the portion
of an adjustment under Section 743(b) of the Code that is
attributable to unrealized appreciation in any Partnership property (to the
extent of the unamortized difference between Carrying Value and adjusted basis
for federal income tax purposes or if more than one adjustment to Carrying
Value has been made to the extent of any unamortized increment between Carrying
Value and the immediately prior Carrying Value) using a predetermined rate
derived from the depreciation or amortization method and useful life applied to
the Partnerships common basis of such property.  If the General Partner determines that such
reporting position cannot reasonably be taken, the General Partner may adopt
depreciation and amortization conventions under which all purchasers acquiring
Limited Partner Interests in the same month would receive depreciation and
amortization deductions, based upon the same applicable rate as if they had
purchased a direct interest in the Partnerships property.  If the General Partner chooses not to utilize
such aggregate method, the General Partner may use any other depreciation and
amortization conventions that it determines are appropriate.  (e)Any gain
allocated to a Partner upon the sale or other taxable disposition of any
Partnership asset shall, to the extent possible be characterized as Recapture
Income to the same extent as such Partner (or its predecessor in interest) has
been allocated any deductions directly or indirectly giving rise to the
treatment of such gains as Recapture Income.  (f)All items of
income, gain, loss, deduction and credit recognized by the Partnership for
federal income tax purposes and allocated to the Partners in accordance with
the provisions hereof shall be determined without regard to any election under Section 754
of the Code which may be made by the Partnership; provided, however, that such
allocations, once made, shall be adjusted as  78


necessary or appropriate to
take into account those adjustments permitted or required by Sections 734 and
743 of the Code.  (g)Each item of Partnership
income, gain, loss and deduction that is allocated to a Partner Interest that
is transferred during a calendar year shall for federal income tax purposes, be
determined on an annual basis and prorated on a monthly basis and shall be
allocated to the Partners as of the opening of the New York Stock Exchange on
the first Business Day of each month; provided, however, that (i) such
items for the period beginning on the Closing Date and ending on the last day
of the month in which the expiration of the Over-Allotment Option occurs shall
be allocated to the Partners as of the opening of the New York Stock Exchange
on the first Business Day of the next succeeding month; and provided, further,
that gain or loss on a sale or other disposition of any assets of the
Partnership or any other extraordinary item of income or loss realized and
recognized other than in the ordinary course of business, as determined by the
General Partner in its sole discretion, shall be allocated to the Partners as
of the opening of the New York Stock Exchange on the first Business Day of the
month in which such gain or loss is recognized for federal income tax
purposes.  The General Partner may
revise, alter or otherwise modify such methods of allocation as it determines
necessary or appropriate in its sole discretion, to the extent permitted or
required by Section 706 of the Code and the regulations or rulings
promulgated thereunder.  (h)If Capital Account balances
are reallocated between the Partners in accordance with Section 5.5(d)(i) hereof
and Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(4),
beginning with the year of reallocation and continuing until the allocations
required are fully taken into account, the Partnership shall make corrective
allocations (allocations of items of gross income or gain or loss or deduction
for federal income tax purposes that do not have a corresponding book
allocation) to take into account the Capital Account reallocation, as provided
in Proposed Treasury Regulation Section 1.704-1(b)(4)(x).  Section 6.3Requirement and Characterization
of Distributions; Distributions to Record Holders.  (a)Within 45 days following the
end of each Quarter commencing with the Quarter ending on March 31, 2004,
an amount equal to 100% of Available Cash with respect to such Quarter shall,
subject to Section 17-607 of the Delaware Act, be distributed in
accordance with this Article VI by the Partnership to the Partners as of
the Record Date selected by the General Partner in its reasonable discretion.
All amounts of Available Cash distributed by the Partnership on any date from
any source shall be deemed to be Operating Surplus until the sum of all amounts
of Available Cash theretofore distributed by the Partnership to the Partners
pursuant to Section 6.4 equals the Operating Surplus from the Closing Date
through the close of the immediately preceding Quarter.  Any remaining amounts of Available Cash
distributed by the Partnership on such date shall, except as otherwise provided
in Section 6.5, be deemed to be Capital Surplus.  All  79


distributions required to be
made under this Agreement shall be made subject to Section 17-607 of the
Delaware Act.  (b)Notwithstanding Section 6.3(a),
in the event of the dissolution and liquidation of the Partnership, all
receipts received during or after the Quarter in which the Liquidation Date
occurs, other than from borrowings described in (a)(ii) of the definition
of Available Cash, shall be applied and distributed solely in accordance with,
and subject to the terms and conditions of, Section 5.12(b)(iv) and Section 12.4.  (c)The General Partner shall
have the discretion to treat taxes paid by the Partnership on behalf of, or
amounts withheld with respect to, all or less than all of the Partners, as a
distribution of Available Cash to such Partners.  (d)Each distribution in respect
of a Partnership Interest shall be paid by the Partnership, directly or through
the Transfer Agent or through any other Person or agent, only to the Record
Holder of such Partnership Interest as of the Record Date set for such
distribution.  Such payment shall
constitute full payment and satisfaction of the Partnerships liability in
respect of such payment, regardless of any claim of any Person who may have an
interest in such payment by reason of an assignment or otherwise.  Section 6.4Distribution of Available Cash
from Operating Surplus. 
Available Cash with respect to any Quarter that is deemed to be
Operating Surplus pursuant to the provisions of Section 6.3 or 6.5,
subject to Section 17-607 of the Delaware Act, shall be distributed as
follows, except as otherwise required by Section 5.12(b)(ii) or by Section 5.6(b) in
respect of additional Partnership Securities issued pursuant thereto:  (a)First, 100% to the General
Partner and the Unitholders in accordance with their respective Percentage Interests,
until there has been distributed in respect of each Unit then Outstanding an
amount equal to the Minimum Quarterly Distribution for such Quarter;  (b)Second, 100% to the General
Partner and the Unitholders in accordance with their respective Percentage
Interests, until there has been distributed in respect of each Unit then
Outstanding an amount equal to the excess of the First Target Distribution over
the Minimum Quarterly Distribution for such Quarter;  (c)Third, (A) to the
General Partner in accordance with its Percentage Interest, (B) 13% to the
holders of the Incentive Distribution Rights, Pro Rata, and (C) to all
Unitholders, Pro Rata, a percentage equal to 100% less the sum of the
percentages applicable to subclauses (A) and (B) of this clause
(iii), until there has been distributed in respect of each Unit then
Outstanding an amount equal to the excess of the Second Target Distribution
over the First Target Distribution for such Quarter;  (d)Fourth, (A) to the
General Partner in accordance with its Percentage Interest, (B) 23% to the
holders of the Incentive Distribution Rights, Pro Rata, and (C) to all  80


Unitholders, Pro Rata, a
percentage equal to 100% less the sum of the percentages applicable to
subclauses (A) and (B) of this clause (iv), until there has been
distributed in respect of each Unit then Outstanding an amount equal to the
excess of the Third Target Distribution over the Second Target Distribution for
such Quarter; and  (e)Thereafter, (A) to the
General Partner in accordance with its Percentage Interest, (B) 48% to the
holders of the Incentive Distribution Rights, Pro Rata, and (C) to all
Unitholders, Pro Rata, a percentage equal to 100% less the sum of the
percentages applicable to subclauses (A) and (B) of this clause (v);  provided, however,if
the Minimum Quarterly Distribution, the First Target Distribution, the Second
Target Distribution and the Third Target Distribution have been reduced to zero
pursuant to the second sentence of Section 6.6(a), the distribution of
Available Cash that is deemed to be Operating Surplus with respect to any
Quarter will be made solely in accordance with Section 6.4(e).  Section 6.5Distributions of Available Cash
from Capital Surplus.  Available
Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall,
subject to Section 17-607 of the Delaware Act, be distributed, unless the
provisions of Section 6.3 require otherwise, the (i) first, 100% to
Unitholders holding Series A Preferred Units, Pro Rata, until there has
been distributed in respect of each Series A Preferred Unit then
Outstanding an amount equal to the Series A Liquidation Value (provided
that the holders of the Series A Preferred Units may, by majority vote of
the Series A Preferred Units, elect to waive part or all of any
distributions under this clause (i)) and (ii) thereafter, 100% to the
General Partner and the Unitholders, in accordance with their respective
Percentage Interests, until a hypothetical holder of a Common Unit acquired on
the Closing Date has received with respect to such Common Unit, during the
period since the Closing Date through such date, distributions of Available
Cash that are deemed to be Capital Surplus in an aggregate amount equal to the
Initial Unit Price.  Thereafter,
Available Cash that is deemed to be Capital Surplus shall be distributed as if
it were Operating Surplus and shall be distributed in accordance with Section 6.4.  Section 6.6Adjustment of Minimum Quarterly
Distribution and Target Distribution Levels.  (a)The Minimum Quarterly
Distribution, First Target Distribution, Second Target Distribution and Third
Target Distribution shall be proportionately adjusted in the event of any
distribution, combination or subdivision (whether effected by a distribution
payable in Units or otherwise) of Units or other Partnership Securities in
accordance with Section 5.10.  In
the event of a distribution of Available Cash that is deemed to be from Capital
Surplus, the then applicable Minimum Quarterly Distribution, First Target
Distribution, Second Target Distribution and Third Target Distribution, shall
be adjusted proportionately downward to equal the product obtained by
multiplying the otherwise applicable Minimum Quarterly Distribution, First
Target Distribution, Second Target Distribution and Third Target Distribution,
as the case may be, by a fraction of which the numerator is  81


the Unrecovered Capital of
the Common Units immediately after giving effect to such distribution and of
which the denominator is the Unrecovered Capital of the Common Units
immediately prior to giving effect to such distribution.  (b)The Minimum Quarterly
Distribution, First Target Distribution, Second Target Distribution and Third
Target Distribution, shall also be subject to adjustment pursuant to Section 6.9.  Section 6.7Reserved.  Section 6.8Special Provisions Relating to
the Holders of Incentive Distribution Rights.  Notwithstanding
anything to the contrary set forth in this Agreement, the holders of the
Incentive Distribution Rights (a) shall (i) possess the rights and
obligations provided in this Agreement with respect to a Limited Partner
pursuant to Articles III and VII and (ii) have a Capital Account as a
Partner pursuant to Section 5.5 and all other provisions related thereto
and (b) shall not (i) be entitled to vote on any matters requiring
the approval or vote of the holders of Outstanding Units, (ii) be entitled
to any distributions other than as provided in Sections 6.4(c), (d) and
(e), and 12.4 or (iii) be allocated items of income, gain, loss or
deduction other than as specified in this Article VI.  Section 6.9Entity-Level Taxation.  If
legislation is enacted or the interpretation of existing language is modified
by a governmental taxing authority so that a Group Member is treated as an
association taxable as a corporation or is otherwise subject to an entity-level
tax for federal, state or local income tax purposes, then the General Partner
shall estimate for each Quarter the Partnership Groups aggregate liability
(the Estimated Incremental Quarterly Tax Amount) for all such income taxes
that are payable by reason of any such new legislation or interpretation;
provided that any difference between such estimate and the actual tax liability
for such Quarter that is owed by reason of any such new legislation or
interpretation shall be taken into account in determining the Estimated
Incremental Quarterly Tax Amount with respect to each Quarter in which any such
difference can be determined.  For each
such Quarter, the Minimum Quarterly Distribution, First Target Distribution,
Second Target Distribution and Third Target Distribution shall be the amounts
therefor that are set out herein without regard to this Section 6.9
multiplied by (a) Available Cash with respect to such Quarter divided by (b) the
sum of Available Cash with respect to such Quarter and the Estimated
Incremental Quarterly Tax Amount for such Quarter. The General Partner shall
determine the Estimated Incremental Quarterly Tax Amounts in good faith using
such assumptions as in its sole discretion it believes are reasonable.  Any such determination shall be conclusive.  For purposes of the foregoing, Available Cash
with respect to a Quarter will be deemed reduced by the Estimated Incremental
Quarterly Tax Amount for that Quarter.  Section 6.10Special Provisions Relating to
the Receipt of Common Units In Lieu of Distributions on Incentive Distribution
Rights and the General Partner Interest.  (a)The General Partner and the
holders of Incentive Distribution Rights may elect to  82


receive distributions of
Available Cash with respect to a Quarter determined pursuant to Section 6.4,
in whole or in part, in the form of Common Units instead of cash (an GP IDR
In-Kind Distribution Quarter) to the extent approved in advance by the
Conflicts Committee.  For any GP IDR
In-Kind Distribution Quarter, the Partnership will distribute to the General
Partner and the holders of Incentive Distribution Rights, Pro Rata, a number of
Common Units of the Partnership equal to (i) (A) the amount that
would be payable to the General Partner or the holders of Incentive
Distribution Rights pursuant to Section 6.4 with respect to such Quarter,
less (B) the amount payable to the General Partner or the holders of
Incentive Distribution Rights in cash with respect to such Quarter, divided by (ii) the
price per Common Unit determined by the Conflicts Committee to be used to
convert cash into Common Units for this purpose (the GP IDR Conversion Price).  (b)The Partnership shall not
issue fractional Common Units pursuant to Section 6.10(a).  If a distribution of Common Units pursuant to
Section 6.10(a) would result in the issuance of fractional Common
Units, each fractional Common Unit shall be rounded to the nearest whole Common
Unit (and a 0.5 Common Unit shall be rounded to the next higher Common Unit).  (c)For purposes of Section 5.5
(relating to the determination and adjustment of Capital Accounts), any Common
Units distributed to the holders of Incentive Distribution Rights or the
General Partner pursuant to Section 6.10(a) will be treated as (i) a
distribution of cash equal to the product of (A) the number of Common
Units distributed to such person with respect to such Quarter pursuant to Section 6.10(a) and
(B) the Closing Price of Common Units on the date the distribution is made
(the GP IDR Rebooking Price) and (ii) an immediate contribution of the
cash deemed received pursuant to clause (i) to the Partnership in exchange
for the Common Units actually received.  (d)For purposes of Section 6.1(d)(iii)(B) (relating
to priority allocations of gross income to holders of Incentive Distribution
Rights and the General Partner), including the determination of the amount of
GP IDR-Related Distributions, each holder of Incentive Distribution Rights and
the General Partner will be deemed to receive a distribution of cash with
respect to each GP IDR In-Kind Distribution Quarter in the amount such person
was entitled to receive pursuant to Section 6.4 before the application of Section 6.10(a).  (e)With respect to each GP IDR
In-Kind Distribution Quarter, the Partnership shall determine, for each of the
General Partner and the holders of Incentive Distribution Rights, the product
of (i) the number of Common Units received by such person with respect to
such GP IDR In-Kind Distribution Quarter and (ii) any excess of the GP IDR
Conversion Price with respect to such GP IDR In-Kind Distribution Quarter over
the GP IDR Rebooking Price with respect to such GP IDR In-Kind Distribution
Quarter (the GP IDR Product).  The
General Partner shall be specially allocated items of gross deduction and loss
of the Partnership until the cumulative amount allocated to the General Partner
pursuant to this  83


sentence for the current
taxable period and all prior taxable periods is equal to the cumulative amount
of GP IDR Products determined with respect to the General Partner from January 1,
2009 to a date 45 days after the end of the current taxable period.  The holders of Incentive Distribution Rights
shall be specially allocated items of gross deduction and loss of the
Partnership until the cumulative amount allocated to the holders of Incentive
Distribution Rights pursuant to this sentence for the current taxable period
and all prior taxable periods is equal to the cumulative amount of GP IDR
Products determined with respect to the holders of Incentive Distribution
Rights from January 1, 2009 to a date 45 days after the end of the current
taxable period.  The allocations made
pursuant to this Section 6.10(e) shall be treated as made pursuant to
Section 6.1(d).  Section 6.11Special Provisions Relating to Series A
Preferred Unitholders.  (i)Subject to transfer
restrictions in Section 4.8 of this Agreement, a Unitholder holding a
Conversion Unit shall provide notice to the Partnership of any Transfer of the
Conversion Unit by the earlier of (i) thirty (30) days following such
Transfer and (ii) the last Business Day of the calendar year during which
such transfer occurred, unless (x) the transfer is to an Affiliate of such
Unitholder or (y) by virtue of the application of Section 5.5(d)(i),
the Partnership has previously determined, based on advice of counsel, that the
Conversion Unit should have, as a substantive matter, like intrinsic economic
and federal income tax characteristics of an Initial Common Unit. In connection
with the condition imposed by this Section 6.11, the Partnership shall
take whatever steps are required to provide economic uniformity to the
Conversion Unit in preparation for a Transfer of such Unit; provided, however,
that no such steps may be taken that would have a material adverse effect on
the Unitholders holding Common Units represented by Common Unit Certificates
(for this purpose the allocations of income, gain, loss and deductions, and the
making of any guaranteed payments or any reallocation of Capital Account
balances among the Partners in accordance with Section 5.5(d)(i) hereof
and Proposed Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(4) with
respect to Series A Preferred Units or Common Units will be deemed not to
have a material adverse effect on the Unitholders holding Common Units).  (ii)Notwithstanding anything to
the contrary set forth in this Agreement, the holders of the Series A
Preferred Units (a) shall (i) possess the rights and obligations
provided in this Agreement with respect to a Limited Partner pursuant to Article III
and Article VII and (ii) in accordance with Sections 5.5(a), 5.5(d)(i) and
5.12, have a Capital Account as a Partner pursuant to Section 5.5 and all
other provisions related thereto and (b) shall not (i) be entitled to
vote on any matters requiring the approval or vote of the holders of
Outstanding Units, except as provided in Section 5.12 or (ii) be
entitled to any distributions other than as provided in Section 5.12 and Article VI.  84


ARTICLE VII  MANAGEMENT AND OPERATION OF
BUSINESS  Section 7.1Management.  (a)The General Partner shall
conduct, direct and manage all activities of the Partnership.  Except as otherwise expressly provided in
this Agreement, all management powers over the business and affairs of the
Partnership shall be exclusively vested in the General Partner, and no Limited
Partner or Assignee shall have any management power over the business and
affairs of the Partnership.  In addition
to the powers now or hereafter granted a general partner of a limited
partnership under applicable law or which are granted to the General Partner
under any other provision of this Agreement, the General Partner, subject to Section 7.3,
shall have full power and authority to do all things and on such terms as it,
in its sole discretion, may deem necessary or appropriate to conduct the
business of the Partnership, to exercise all powers set forth in Section 2.5
and to effectuate the purposes set forth in Section 2.4, including the
following:  (i)the making of any
expenditures, the lending or borrowing of money, the assumption or guarantee
of, or other contracting for, indebtedness and other liabilities, the issuance
of evidences of indebtedness, including indebtedness that is convertible into
Partnership Securities, and the incurring of any other obligations;  (ii)the making of tax,
regulatory and other filings, or rendering of periodic or other reports to
governmental or other agencies having jurisdiction over the business or assets
of the Partnership;  (iii)the acquisition,
disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or
all of the assets of the Partnership or the merger or other combination of the
Partnership with or into another Person (the matters described in this clause (iii) being
subject, however, to any prior approval that may be required by Section 7.3);  (iv)the use of the assets of the
Partnership (including cash on hand) for any purpose consistent with the terms
of this Agreement, including the financing of the conduct of the operations of
the Partnership Group; subject to Section 7.6(a), the lending of funds to
other Persons (including other Group Members); the repayment or guarantee of
obligations of the Partnership Group; and the making of capital contributions
to any member of the Partnership Group;  (v)the negotiation, execution
and performance of any contracts, conveyances or other instruments (including
instruments that limit the liability of the Partnership under contractual arrangements
to all or particular assets of the Partnership, with the other party to the
contract to have no recourse  85


against the General Partner
or its assets other than its interest in the Partnership, even if same results
in the terms of the transaction being less favorable to the Partnership than
would otherwise be the case);  (vi)the distribution of
Partnership cash;  (vii)the selection and dismissal
of employees (including employees having titles such as president, vice
president, secretary and treasurer) and agents, outside attorneys,
accountants, consultants and contractors and the determination of their
compensation and other terms of employment or hiring;  (viii)the maintenance of such
insurance for the benefit of the Partnership Group and the Partners as it deems
necessary or appropriate;  (ix)the formation of, or
acquisition of an interest in, and the contribution of property and the making
of loans to, any further limited or general partnerships, joint ventures,
corporations, limited liability companies or other relationships (including the
acquisition of interests in, and the contributions of property to, any Group
Member from time to time) subject to the restrictions set forth in Section 2.4;  (x)the control of any matters
affecting the rights and obligations of the Partnership, including the bringing
and defending of actions at law or in equity and otherwise engaging in the
conduct of litigation, arbitration or mediation and the incurring of legal
expense and the settlement of claims and litigation;  (xi)the indemnification of any
Person against liabilities and contingencies to the extent permitted by law;  (xii)the entering into of listing
agreements with any National Securities Exchange and the delisting of some or
all of the Limited Partner Interests from, or requesting that trading be
suspended on, any such exchange (subject to any prior approval that may be
required under Section 4.8);  (xiii)the purchase, sale or other
acquisition or disposition of Partnership Securities, or the issuance of
additional options, rights, warrants and appreciation rights relating to
Partnership Securities; and  (xiv)the undertaking of any
action in connection with the Partnerships participation in any Group Member
as a member or partner.  (b)Notwithstanding any other
provision of this Agreement, the Operating Partnership Agreement, the Delaware
Act or any applicable law, rule or regulation, each of the Partners and
the Assignees and each other Person who may acquire an interest in Partnership
Securities hereby (i) approves, ratifies and confirms the execution,
delivery and performance by the parties thereto of the Underwriting Agreement,  86


the Omnibus Agreement, the
Contribution Agreement, the Operating Partnership Agreement, any other limited
liability company or partnership agreement of any other Group Member and the
other agreements described in or filed as exhibits to the Registration Statement
that are related to the transactions contemplated by the Registration
Statement; (ii) agrees that the General Partner (on its own or through any
officer of the Partnership) is authorized to execute, deliver and perform the
agreements referred to in clause (i) of this sentence and the other
agreements, acts, transactions and matters described in or contemplated by the
Registration Statement on behalf of the Partnership without any further act,
approval or vote of the Partners or the Assignees or the other Persons who may
acquire an interest in Partnership Securities; and (iii) agrees that the
execution, delivery or performance by the General Partner, any Group Member or
any Affiliate of any of them, of this Agreement or any agreement authorized or
permitted under this Agreement (including the exercise by the General Partner
or any Affiliate of the General Partner of the rights accorded pursuant to Article XV),
shall not constitute a breach by the General Partner of any duty that the
General Partner may owe the Partnership or the Limited Partners or any other
Persons under this Agreement (or any other agreements) or of any duty stated or
implied by law or equity.  Section 7.2Certificate of Limited
Partnership.  The
General Partner has caused the Certificate of Limited Partnership to be filed
with the Secretary of State of the State of Delaware as required by the
Delaware Act.  The General Partner shall
use all reasonable efforts to cause to be filed such other certificates or
documents as may be determined by the General Partner in its sole discretion to
be reasonable and necessary or appropriate for the formation, continuation,
qualification and operation of a limited partnership (or a partnership in which
the limited partners have limited liability) in the State of Delaware or any
other state in which the Partnership may elect to do business or own
property.  To the extent that such action
is determined by the General Partner in its sole discretion to be reasonable and
necessary or appropriate, the General Partner shall file amendments to and
restatements of the Certificate of Limited Partnership and do all things to
maintain the Partnership as a limited partnership (or a partnership or other
entity in which the limited partners have limited liability) under the laws of
the State of Delaware or of any other state in which the Partnership may elect
to do business or own property.  Subject
to the terms of Section 3.4(a), the General Partner shall not be required,
before or after filing, to deliver or mail a copy of the Certificate of Limited
Partnership, any qualification document or any amendment thereto to any Limited
Partner.  Section 7.3Restrictions on the General
Partners Authority.  (a)The General Partner may not,
without written approval of the specific act by holders of all of the
Outstanding Limited Partner Interests or by other written instrument executed
and delivered by holders of all of the Outstanding Limited Partner Interests
subsequent to the date of this Agreement, take any action in contravention of
this Agreement, including, except as otherwise provided in this Agreement, (i) committing
any act that would make it impossible to carry on the ordinary business of the
Partnership; (ii) possessing Partnership property, or assigning any rights
in specific Partnership property, for other than a Partnership  87


purpose; (iii) admitting
a Person as a Partner; (iv) amending this Agreement in any manner; or (v) transferring
its interest as a general partner of the Partnership.  (b)Except as provided in
Articles XII and XIV, the General Partner may not sell, exchange or otherwise
dispose of all or substantially all of the Partnerships assets in a single
transaction or a series of related transactions (including by way of merger,
consolidation or other combination) or approve on behalf of the Partnership the
sale, exchange or other disposition of all or substantially all of the assets
of the Operating Partnership and its subsidiaries taken as a whole without the
approval of holders of a Unit Majority; provided, however, that this provision
shall not preclude or limit the General Partners ability to mortgage, pledge,
hypothecate or grant a lien, encumbrance or security interest in all or
substantially all of the assets of the Partnership or the Operating Partnership
and shall not apply to any forced sale of any or all of the assets of the
Partnership or the Operating Partnership pursuant to the foreclosure of, or
other realization upon, any such encumbrance.  Without the approval of holders of a Unit
Majority, the General Partner shall not, on behalf of the Partnership, (i) consent
to any amendment to the Operating Partnership Agreement or, except as expressly
permitted by Section 7.9(d), take any action permitted to be taken by a
partner of the Operating Partnership, in either case, that would adversely
affect the Limited Partners (including any particular class of Partnership
Interests as compared to any other class of Partnership Interests) in any
material respect or (ii) except as permitted under Sections 4.6, 11.1 and
11.2, elect or cause the Partnership to elect a successor general partner of
the Partnership.  (c)Notwithstanding any other
provisions of this Agreement, the General Partner shall not, without the prior
written consent of the Series A Preferred Unit Partner, for so long as the
Series A Preferred Unit Partner holds at least 50% of the Units held by
the Series A Preferred Unit Partner immediately following the closing of
transactions contemplated by the Securities Purchase Agreement (with respect to
Series A Preferred Units, calculated on an as converted basis and
including any Common Units into which any Series A Preferred Units have
been converted pursuant to Section 5.12(b)(viii) hereof):  (i)cause or permit the
Partnership or any Group Member to invest in, or dispose of, the equity
securities or debt securities of any Person or otherwise acquire or dispose of
any interest in any Person, to acquire or dispose of interest in any joint
venture or partnership or any similar arrangement with any Person, or to
acquire or dispose of assets of any Person, or to make any capital expenditure
(other than Maintenance Capital Expenditures), or to make any loan or advance
to any Person if the total consideration (including cash, equity issued and
debt assumed) paid or payable, or received or receivable, by the Partnership or
any Group Member exceeds $15,000,000 in any one or series of related
transactions or in the aggregate within the Partnership Group exceeds
$50,000,000 in any twelve-month period;  88


(ii)cause or permit the
Partnership or any Group Member to incur, create or guarantee any Indebtedness
which exceeds (x) $75,000,000 in any one or series of related transactions
to the extent the proceeds of such financing are used to refinance existing Indebtedness,
or (y) $25,000,000 in any twelve-month period to the extent such
Indebtedness increases the aggregate Indebtedness of the Partnership Group,
taken as a whole;  (iii)authorize or permit the
purchase, redemption or other acquisition of Partnership Securities (or any
options, rights, warrants or appreciation rights relating to the Partnership
Securities) by any Group Member;  (iv)select or dismiss, or enter
into any employment agreement or amendment of any employment agreement of, the
Chief Executive Officer and the Chief Financial Officer of the Partnership or
the Operating Partnership;  (v)enter into any agreement or
effect any transaction between the Partnership or any Group Member, on the one
hand, and any Affiliate of the Partnership or the General Partner, on the other
hand, other than any transaction in the ordinary course of business and
determined by the Board of Directors of the general partner of the General
Partner to be on an arms-length basis; or  (vi)cause or permit the Partnership
or any Group Member to enter into any agreement or make any commitment to do
any of the foregoing.  Section 7.4Reimbursement of the General
Partner.  (a)Except as provided in this Section 7.4
and elsewhere in this Agreement, the General Partner shall not be compensated
for its services as a general partner or managing member of any Group Member.  (b)The General Partner shall be
reimbursed on a monthly basis, or such other reasonable basis as the General
Partner may determine in its sole discretion, for (i) all direct and
indirect expenses it incurs or payments it makes on behalf of the Partnership
(including salary, bonus, incentive compensation and other amounts paid to any
Person including Affiliates of the General Partner to perform services for the
Partnership or for the General Partner in the discharge of its duties to the
Partnership), and (ii) all other necessary or appropriate expenses
allocable to the Partnership or otherwise reasonably incurred by the General
Partner in connection with operating the Partnerships business (including
expenses allocated to the General Partner by its Affiliates).  The General Partner shall determine the
expenses that are allocable to the Partnership in any reasonable manner
determined by the General Partner in its sole discretion.  Reimbursements pursuant to this Section 7.4
shall be in addition to any reimbursement to the General Partner as a result of
indemnification pursuant to Section 7.7.  (c)The General Partner, in its
sole discretion and without the approval of the Limited Partners (who shall
have no right to vote in respect thereof), may propose and  89


adopt on behalf of the
Partnership employee benefit plans, employee programs and employee practices (including
plans, programs and practices involving the issuance of Partnership Securities
or options to purchase or rights, warrants or appreciation rights relating to
Partnership Securities), or cause the Partnership to issue Partnership
Securities in connection with, or pursuant to, any employee benefit plan,
employee program or employee practice maintained or sponsored by the General
Partner or any of its Affiliates, in each case for the benefit of employees of
the General Partner, any Group Member or any Affiliate, or any of them, in
respect of services performed, directly or indirectly, for the benefit of the
Partnership Group.  The Partnership
agrees to issue and sell to the General Partner or any of its Affiliates any
Partnership Securities that the General Partner or such Affiliates are
obligated to provide to any employees pursuant to any such employee benefit
plans, employee programs or employee practices. 
Expenses incurred by the General Partner in connection with any such
plans, programs and practices (including the net cost to the General Partner or
such Affiliates of Partnership Securities purchased by the General Partner or
such Affiliates from the Partnership to fulfill options or awards under such
plans, programs and practices) shall be reimbursed in accordance with Section 7.4(b).  Any and all obligations of the General
Partner under any employee benefit plans, employee programs or employee
practices adopted by the General Partner as permitted by this Section 7.4(c) shall
constitute obligations of the General Partner hereunder and shall be assumed by
any successor General Partner approved pursuant to Section 11.1 or 11.2 or
the transferee of or successor to all of the General Partners General Partner
Interest pursuant to Section 4.6.  Section 7.5Outside Activities.  (a)After the Closing Date, the
General Partner, for so long as it is the General Partner of the Partnership (i) agrees
that its sole business will be to act as a general partner or managing member,
as the case may be, of the Partnership and any other partnership or limited
liability company of which the Partnership or the Operating Partnership is,
directly or indirectly, a partner or member and to undertake activities that
are ancillary or related thereto (including being a limited partner in the
Partnership), (ii) shall not engage in any business or activity or incur
any debts or liabilities except in connection with or incidental to (A) its
performance as general partner or managing member of one or more Group Members
or as described in or contemplated by the Registration Statement or (B) the
acquiring, owning or disposing of debt or equity securities in any Group Member
and (iii) except to the extent permitted in the Omnibus Agreement, shall
not, and shall cause its Affiliates not to, engage in any Restricted Business.  (b)The Omnibus Agreement sets
forth certain restrictions on the ability of certain Persons to engage in
Restricted Businesses.  (c)Except as specifically
restricted by Section 7.5(a), the Omnibus Agreement and any other
agreement between an Indemnitee and a Group Member, each Indemnitee (other than
the General Partner) shall have the right to engage in  90


businesses of every type and
description and other activities for profit and to engage in and possess an
interest in other business ventures of any and every type or description,
whether in businesses engaged in or anticipated to be engaged in by any Group
Member, independently or with others, including business interests and
activities in direct competition with the business and activities of any Group
Member, and none of the same shall constitute a breach of this Agreement or any
duty express or implied by law to any Group Member or any Partner or Assignee.  Neither any Group Member, any Limited Partner
nor any other Person shall have any rights by virtue of this Agreement, the
Operating Partnership Agreement, the limited liability company or partnership
agreements of any other Group Member or the partnership relationship
established hereby in any business ventures of any Indemnitee.  (d)Subject to the terms of Section 7.5(a),
Section 7.5(b), Section 7.5(c) and the Omnibus Agreement, but
otherwise notwithstanding anything to the contrary in this Agreement, (i) the
engaging in competitive activities by any Indemnitees (other than the General
Partner) in accordance with the provisions of this Section 7.5 is hereby
approved by the Partnership and all Partners, (ii) it shall be deemed not
to be a breach of the General Partners fiduciary duty or any other obligation
of any type whatsoever of the General Partner for the Indemnitees (other than
the General Partner) to engage in such business interests and activities in
preference to or to the exclusion of the Partnership and (iii) except as
set forth in the Omnibus Agreement, the General Partner and the Indemnitees
shall have no obligation to present business opportunities to the Partnership.  (e)The General Partner and any
of its Affiliates may acquire Units or other Partnership Securities in addition
to those acquired on the Closing Date and, except as otherwise provided in this
Agreement, shall be entitled to exercise all rights of the General Partner or
Limited Partner, as applicable, relating to such Units or Partnership
Securities.  (f)The term Affiliates when
used in Section 7.5(a) and Section 7.5(e) with respect to
the General Partner shall not include (i) any Group Member or any
Subsidiary of the Group Member, or (ii) Jefferies Capital Markets
(formerly known as FS Private Investments) and its affiliated funds, any
subsequent funds managed by Brian P. Friedman or James L. Luikart or funds
managed by an entity controlled by Brian P. Friedman or James L. Luikart.  (g)Anything in this Agreement
to the contrary notwithstanding, to the extent that provisions of Sections 7.7,
7.8, 7.9, 7.10 or other Sections of this Agreement purport or are interpreted
to have the effect of restricting the fiduciary duties that might otherwise, as
a result of Delaware or other applicable law, be owed by the General Partner to
the Partnership and its Limited Partners, or to constitute a waiver or consent
by the Limited Partners to any such restriction, such provisions shall be
inapplicable and have no effect in determining whether the General Partner has
complied with its fiduciary duties in connection with determinations made by it
under this Section 7.5.  91


Section 7.6Loans
from the General Partner; Loans or Contributions from the Partnership;
Contracts with Affiliates; CertainRestrictions
on the General Partner.  (a)The General
Partner or any of its Affiliates may lend to any Group Member, and any Group
Member may borrow from the General Partner or any of its Affiliates, funds
needed or desired by the Group Member for such periods of time and in such
amounts as the General Partner may determine; provided, however, that in any
such case the lending party may not charge the borrowing party interest at a
rate greater than the rate that would be charged the borrowing party or impose
terms less favorable to the borrowing party than would be charged or imposed on
the borrowing party by unrelated lenders on comparable loans made on an arms-length
basis (without reference to the lending partys financial abilities or
guarantees).  The borrowing party shall
reimburse the lending party for any costs (other than any additional interest
costs) incurred by the lending party in connection with the borrowing of such
funds.  For purposes of this Section 7.6(a) and
Section 7.6(b), the term Group Member shall include any Affiliate of a
Group Member that is controlled by the Group Member.  No Group Member may lend funds to the General
Partner or any of its Affiliates (other than another Group Member).  The Partnership may lend or contribute to any
Group Member, and any Group Member may borrow from the Partnership, funds on
terms and conditions established in the sole discretion of the General Partner;
provided, however, that the Partnership may not charge the Group Member
interest at a rate less than the rate that would be charged to the Group Member
(without reference to the General Partners financial abilities or guarantees)
by unrelated lenders on comparable loans. 
The foregoing authority shall be exercised by the General Partner in its
sole discretion and shall not create any right or benefit in favor of any Group
Member or any other Person.  (b)The General
Partner may itself, or may enter into an agreement with any of its Affiliates
to, render services to a Group Member or to the General Partner in the
discharge of its duties as General Partner of the Partnership.  Any services rendered to a Group Member by
the General Partner or any of its Affiliates shall be on terms that are fair
and reasonable to the Partnership; provided, however, that the requirements of
this Section 7.6(b) shall be deemed satisfied as to (i) any
transaction approved by Special Approval, (ii) any transaction, the terms
of which are no less favorable to the Partnership Group than those generally
being provided to or available from unrelated third parties or (iii) any
transaction that, taking into account the totality of the relationships between
the parties involved (including other transactions that may be particularly
favorable or advantageous to the Partnership Group), is equitable to the
Partnership Group.  The provisions of Section 7.4
shall apply to the rendering of services described in this Section 7.6(b).  (c)The Partnership
Group may transfer assets to joint ventures, other partnerships, corporations,
limited liability companies or other business entities in which it is or
thereby becomes a participant upon such terms and subject to such conditions as
are consistent with this Agreement and applicable law.  92


(d)Neither the
General Partner nor any of its Affiliates shall sell, transfer or convey any
property to, or purchase any property from, the Partnership, directly or
indirectly, except pursuant to transactions that are fair and reasonable to the
Partnership; provided, however, that the requirements of this Section 7.6(d) shall
be deemed to be satisfied as to (i) the transactions effected pursuant to
Sections 5.2 and 5.3, the Contribution Agreement and any other transactions
described in or contemplated by the Registration Statement, (ii) any
transaction approved by Special Approval, (iii) any transaction, the terms
of which are no less favorable to the Partnership than those generally being
provided to or available from unrelated third parties, or (iv) any
transaction that, taking into account the totality of the relationships between
the parties involved (including other transactions that may be particularly
favorable or advantageous to the Partnership), is equitable to the
Partnership.  With respect to any
contribution of assets to the Partnership in exchange for Partnership
Securities, the Conflicts Committee, in determining whether the appropriate
number of Partnership Securities are being issued, may take into account, among
other things, the fair market value of the assets, the liquidated and
contingent liabilities assumed, the tax basis in the assets, the extent to
which tax-only allocations to the transferor will protect the existing partners
of the Partnership against a low tax basis, and such other factors as the
Conflicts Committee deems relevant under the circumstances.  (e)The General
Partner and its Affiliates will have no obligation to permit any Group Member
to use any facilities or assets of the General Partner and its Affiliates,
except as may be provided in contracts entered into from time to time
specifically dealing with such use, nor shall there be any obligation on the
part of the General Partner or its Affiliates to enter into such contracts.  (f)Without
limitation of Sections 7.6(a) through 7.6(e), and notwithstanding anything
to the contrary in this Agreement, the existence of the conflicts of interest
described in the Registration Statement are hereby approved by all Partners.  Section 7.7Indemnification.  (a)To the fullest extent
permitted by law but subject to the limitations expressly provided in this
Agreement, all Indemnitees shall be indemnified and held harmless by the
Partnership from and against any and all losses, claims, damages, liabilities,
joint or several, expenses (including legal fees and expenses), judgments,
fines, penalties, interest, settlements or other amounts arising from any and
all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnitee may be involved, or is
threatened to be involved, as a party or otherwise, by reason of its status as
an Indemnitee; provided, that in each case the Indemnitee acted in good faith
and in a manner that such Indemnitee reasonably believed to be in, or (in the
case of a Person other than the General Partner) not opposed to, the best
interests of the Partnership and, with respect to any criminal proceeding, had
no reasonable cause to believe its conduct was unlawful; provided, further, no
indemnification  93


pursuant to this Section 7.7
shall be available to the General Partner or its Affiliates (other than a Group
Member) with respect to its or their obligations incurred pursuant to the
Underwriting Agreement or the Contribution Agreement (other than obligations
incurred by the General Partner on behalf of the Partnership).  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not create a presumption that the
Indemnitee acted in a manner contrary to that specified above.  Any indemnification pursuant to this Section 7.7
shall be made only out of the assets of the Partnership, it being agreed that
the General Partner shall not be personally liable for such indemnification and
shall have no obligation to contribute or loan any monies or property to the
Partnership to enable it to effectuate such indemnification.  (b)To the fullest extent
permitted by law, expenses (including legal fees and expenses) incurred by an
Indemnitee who is indemnified pursuant to Section 7.7(a) in defending
any claim, demand, action, suit or proceeding shall, from time to time, be
advanced by the Partnership prior to the final disposition of such claim,
demand, action, suit or proceeding upon receipt by the Partnership of any
undertaking by or on behalf of the Indemnitee to repay such amount if it shall
be determined that the Indemnitee is not entitled to be indemnified as
authorized in this Section 7.7.  (c)The indemnification provided
by this Section 7.7 shall be in addition to any other rights to which an
Indemnitee may be entitled under any agreement, pursuant to any vote of the
holders of Outstanding Limited Partner Interests, as a matter of law or
otherwise, both as to actions in the Indemnitees capacity as an Indemnitee and
as to actions in any other capacity (including any capacity under the
Underwriting Agreement), and shall continue as to an Indemnitee who has ceased
to serve in such capacity and shall inure to the benefit of the heirs,
successors, assigns and administrators of the Indemnitee.  (d)The Partnership may purchase
and maintain (or reimburse the General Partner or its Affiliates for the cost
of) insurance, on behalf of the General Partner, its Affiliates and such other
Persons as the General Partner shall determine, against any liability that may
be asserted against or expense that may be incurred by such Person in
connection with the Partnerships activities or such Persons activities on
behalf of the Partnership, regardless of whether the Partnership would have the
power to indemnify such Person against such liability under the provisions of
this Agreement.  (e)For purposes of this Section 7.7,
the Partnership shall be deemed to have requested an Indemnitee to serve as
fiduciary of an employee benefit plan whenever the performance by it of its
duties to the Partnership also imposes duties on, or otherwise involves
services by, it to the plan or participants or beneficiaries of the plan;
excise taxes assessed on an Indemnitee with respect to an employee benefit plan
pursuant to applicable law shall constitute fines within the meaning of Section 7.7(a);
and action taken or omitted by it with respect to any employee  94


benefit plan in the
performance of its duties for a purpose reasonably believed by it to be in the
interest of the participants and beneficiaries of the plan shall be deemed to
be for a purpose which is in, or not opposed to, the best interests of the
Partnership.  (f)In no event may an
Indemnitee subject the Limited Partners to personal liability by reason of the
indemnification provisions set forth in this Agreement.  (g)An Indemnitee shall not be
denied indemnification in whole or in part under this Section 7.7 because
the Indemnitee had an interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise permitted by the terms
of this Agreement.  (h)The provisions of this Section 7.7
are for the benefit of the Indemnitees, their heirs, successors, assigns and
administrators and shall not be deemed to create any rights for the benefit of
any other Persons.  (i)No amendment, modification
or repeal of this Section 7.7 or any provision hereof shall in any manner
terminate, reduce or impair the right of any past, present or future Indemnitee
to be indemnified by the Partnership, nor the obligations of the Partnership to
indemnify any such Indemnitee under and in accordance with the provisions of
this Section 7.7 as in effect immediately prior to such amendment,
modification or repeal with respect to claims arising from or relating to
matters occurring, in whole or in part, prior to such amendment, modification
or repeal, regardless of when such claims may arise or be asserted.  Section 7.8Liability of Indemnitees.  (a)Notwithstanding
anything to the contrary set forth in this Agreement, no Indemnitee shall be
liable for monetary damages to the Partnership, the Limited Partners, the
Assignees or any other Persons who have acquired interests in the Partnership
Securities, for losses sustained or liabilities incurred as a result of any act
or omission if such Indemnitee acted in good faith.  (b)Subject to its
obligations and duties as General Partner set forth in Section 7.1(a), the
General Partner may exercise any of the powers granted to it by this Agreement
and perform any of the duties imposed upon it hereunder either directly or by
or through its agents, and the General Partner shall not be responsible for any
misconduct or negligence on the part of any such agent appointed by the General
Partner in good faith.  (c)To the extent
that, at law or in equity, an Indemnitee has duties (including fiduciary
duties) and liabilities relating thereto to the Partnership or to the Partners,
the General Partner and any other Indemnitee acting in connection with the
Partnerships business or affairs shall not be liable to the Partnership or to
any Partner for its good faith reliance on the provisions of this
Agreement.  The provisions of this
Agreement, to the extent that they restrict or otherwise modify the duties and
liabilities of an Indemnitee otherwise existing at law or in equity,  95


are agreed by the Partners
to replace such other duties and liabilities of such Indemnitee.  (d)Any amendment,
modification or repeal of this Section 7.8 or any provision hereof shall
be prospective only and shall not in any way affect the limitations on the
liability to the Partnership, the Limited Partners, the General Partner, and
the Partnerships and General Partners directors, officers and employees under
this Section 7.8 as in effect immediately prior to such amendment,
modification or repeal with respect to claims arising from or relating to
matters occurring, in whole or in part, prior to such amendment, modification
or repeal, regardless of when such claims may arise or be asserted.  Section 7.9Resolution of Conflicts of
Interest.  (a)Unless otherwise expressly
provided in this Agreement, the Operating Partnership Agreement or any other
limited liability company or partnership agreement of any other Group Member
whenever a potential conflict of interest exists or arises between the General
Partner or any of its Affiliates, on the one hand, and the Partnership, the
Operating Partnership, any other Group Member, any Partner or any Assignee, on
the other, any resolution or course of action by the General Partner or its
Affiliates in respect of such conflict of interest shall be permitted and
deemed approved by all Partners, and shall not constitute a breach of this
Agreement, of the Operating Partnership Agreement, of any agreement
contemplated herein or therein, or of any duty stated or implied by law or
equity, if the resolution or course of action is, or by operation of this
Agreement is deemed to be, fair and reasonable to the Partnership.  The General Partner shall be authorized but
not required in connection with its resolution of such conflict of interest to
seek Special Approval of such resolution. 
Any conflict of interest and any resolution of such conflict of interest
shall be conclusively deemed fair and reasonable to the Partnership if such conflict
of interest or resolution is (i) approved by Special Approval (as long as
the material facts known to the General Partner or any of its Affiliates
regarding any proposed transaction were disclosed to the Conflicts Committee at
the time it gave its approval), (ii) on terms no less favorable to the
Partnership than those generally being provided to or available from unrelated
third parties or (iii) fair to the Partnership, taking into account the
totality of the relationships between the parties involved (including other
transactions that may be particularly favorable or advantageous to the
Partnership).  The General Partner may
also adopt a resolution or course of action that has not received Special
Approval.  The General Partner (including
the Conflicts Committee in connection with Special Approval) shall be
authorized in connection with its determination of what is fair and reasonable
to the Partnership and in connection with its resolution of any conflict of
interest to consider (A) the relative interests of any party to such
conflict, agreement, transaction or situation and the benefits and burdens
relating to such interest; (B) any customary or accepted industry
practices and any customary or historical dealings with a particular Person; (C) any
applicable generally accepted accounting practices or principles; and (D) such
additional factors as the General  96


Partner (including the
Conflicts Committee) determines in its sole discretion to be relevant,
reasonable or appropriate under the circumstances.  Nothing contained in this Agreement, however,
is intended to nor shall it be construed to require the General Partner
(including the Conflicts Committee) to consider the interests of any Person
other than the Partnership.  In the
absence of bad faith by the General Partner, the resolution, action or terms so
made, taken or provided by the General Partner with respect to such matter
shall not constitute a breach of this Agreement or any other agreement contemplated
herein or a breach of any standard of care or duty imposed herein or therein
or, to the extent permitted by law, under the Delaware Act or any other law, rule or
regulation.  (b)Whenever this Agreement or
any other agreement contemplated hereby provides that the General Partner or
any of its Affiliates is permitted or required to make a decision (i) in
its sole discretion or discretion, that it deems necessary or appropriate
or necessary or advisable or under a grant of similar authority or latitude,
except as otherwise provided herein, the General Partner or such Affiliate
shall be entitled to consider only such interests and factors as it desires and
shall have no duty or obligation to give any consideration to any interest of,
or factors affecting, the Partnership, any other Group Member, any Limited
Partner or any Assignee, (ii) it may make such decision in its sole
discretion (regardless of whether there is a reference to sole discretion or discretion)
unless another express standard is provided for, or (iii) in good faith
or under another express standard, the General Partner or such Affiliate shall
act under such express standard and shall not be subject to any other or
different standards imposed by this Agreement, the Operating Partnership
Agreement, the limited liability company or partnership agreement of any other
Group Member, any other agreement contemplated hereby or under the Delaware Act
or any other law, rule or regulation. 
In addition, any actions taken by the General Partner or such Affiliate
consistent with the standards of reasonable discretion set forth in the
definitions of Available Cash or Operating Surplus shall not constitute a
breach of any duty of the General Partner to the Partnership or the Limited Partners.  The General Partner shall have no duty,
express or implied, to sell or otherwise dispose of any asset of the
Partnership Group other than in the ordinary course of business.  No borrowing by any Group Member or the
approval thereof by the General Partner shall be deemed to constitute a breach
of any duty of the General Partner to the Partnership or the Limited Partners
by reason of the fact that the purpose or effect of such borrowing is directly
or indirectly to enable distributions to the General Partner or its Affiliates
(including in their capacities as Limited Partners) to exceed 2% of the total
amount distributed to all partners.  (c)Whenever a particular
transaction, arrangement or resolution of a conflict of interest is required
under this Agreement to be fair and reasonable to any Person, the fair and
reasonable nature of such transaction, arrangement or resolution shall be
considered in the context of all similar or related transactions.  (d)The Unitholders hereby
authorize the General Partner, on behalf of the Partnership as a partner or
member of a Group Member, to approve of actions by  97


the general partner or
managing member of such Group Member similar to those actions permitted to be
taken by the General Partner pursuant to this Section 7.9.  Section 7.10Other Matters Concerning the
General Partner.  (a)The General
Partner may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, bond, debenture or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or parties.  (b)The General
Partner may consult with legal counsel, accountants, appraisers, management
consultants, investment bankers and other consultants and advisers selected by
it, and any act taken or omitted to be taken in reliance upon the opinion
(including an Opinion of Counsel) of such Persons as to matters that the
General Partner reasonably believes to be within such Persons professional or
expert competence shall be conclusively presumed to have been done or omitted
in good faith and in accordance with such opinion.  (c)The General
Partner shall have the right, in respect of any of its powers or obligations
hereunder, to act through any of its duly authorized officers, a duly appointed
attorney or attorneys-in-fact or the duly authorized officers of the
Partnership.  (d)Any standard of
care and duty imposed by this Agreement or under the Delaware Act or any
applicable law, rule or regulation shall be modified, waived or limited,
to the extent permitted by law, as required to permit the General Partner to
act under this Agreement or any other agreement contemplated by this Agreement
and to make any decision pursuant to the authority prescribed in this
Agreement, so long as such action is reasonably believed by the General Partner
to be in, or not inconsistent with, the best interests of the Partnership.  Section 7.11Purchase or Sale of Partnership
Securities.  Subject
to Section 5.12(b)(v), the General Partner may cause the Partnership to
purchase or otherwise acquire Partnership Securities, and such Partnership
Securities shall be held by the Partnership as treasury securities unless they
are expressly cancelled by action of an appropriate officer of the General
Partner.  As long as Partnership
Securities are held by any Group Member, such Partnership Securities shall not
be considered Outstanding for any purpose, except as otherwise provided
herein.  The General Partner or any
Affiliate of the General Partner may also purchase or otherwise acquire and
sell or otherwise dispose of Partnership Securities for its own account,
subject to the provisions of Articles IV and X.  Section 7.12Registration Rights of the
General Partner and its Affiliates.  (a)If (i) the
General Partner or any Affiliate of the General Partner (including for purposes
of this Section 7.12, any Person that is an Affiliate of the General
Partner at the date hereof notwithstanding that it may later cease to be an
Affiliate  98


of the General Partner)
holds Partnership Securities that it desires to sell and (ii) Rule 144
of the Securities Act (or any successor rule or regulation to Rule 144)
or another exemption from registration is not available to enable such holder
of Partnership Securities (the Holder) to dispose of the number of
Partnership Securities it desires to sell at the time it desires to do so
without registration under the Securities Act, then upon the request of the
General Partner or any of its Affiliates, the Partnership shall file with the
Commission as promptly as practicable after receiving such request, and use all
reasonable efforts to cause to become effective and remain effective for a
period of not less than six months following its effective date or such shorter
period as shall terminate when all Partnership Securities covered by such
registration statement have been sold, a registration statement under the
Securities Act registering the offering and sale of the number of Partnership
Securities specified by the Holder; provided, however, that the Partnership
shall not be required to effect more than three registrations pursuant to this Section 7.12(a);
and provided further, however, that if the Conflicts Committee determines in
its good faith judgment that a postponement of the requested registration for
up to six months would be in the best interests of the Partnership and its
Partners due to a pending transaction, investigation or other event, the filing
of such registration statement or the effectiveness thereof may be  deferred for up to six months, but not
thereafter.  In connection with any
registration pursuant to the immediately preceding sentence, the Partnership
shall promptly prepare and file (x) such documents as may be necessary to
register or qualify the securities subject to such registration under the
securities laws of such states as the Holder shall reasonably request;
provided, however, that no such qualification shall be required in any
jurisdiction where, as a result thereof, the Partnership would become subject
to general service of process or to taxation or qualification to do business as
a foreign corporation or partnership doing business in such jurisdiction solely
as a result of such registration, and (y) such documents as may be
necessary to apply for listing or to list the Partnership Securities subject to
such registration on such National Securities Exchange as the Holder shall
reasonably request, and do any and all other acts and things that may
reasonably be necessary or advisable to enable the Holder to consummate a
public sale of such Partnership Securities in such states.  Except as set forth in Section 7.12(c),
all costs and expenses of any such registration and offering (other than the
underwriting discounts and commissions) shall be paid by the Partnership,
without reimbursement by the Holder.  (b)If the
Partnership shall at any time propose to file a registration statement under
the Securities Act for an offering of equity securities of the Partnership for
cash (other than an offering relating solely to an employee benefit plan), the
Partnership shall use all reasonable efforts to include such number or amount
of securities held by the Holder in such registration statement as the Holder
shall request; provided, that the Partnership is not required to make any
effort or take any action to so include the securities of the Holder once the
registration statement is declared by the Commission to be effective, including
any registration statement providing for the offering from time to time of
securities pursuant to Rule 415 of the Securities Act. If the proposed
offering pursuant to  99


this Section 7.12(b) shall
be an underwritten offering, then, in the event that the managing underwriter
or managing underwriters of such offering advise the Partnership and the Holder
in writing that in their opinion the inclusion of all or some of the Holders
Partnership Securities would adversely and materially affect the success of the
offering, the Partnership shall include in such offering only that number or
amount, if any, of securities held by the Holder that, in the opinion of the
managing underwriter or managing underwriters, will not so adversely and
materially affect the offering.  Except
as set forth in Section 7.12(c), all costs and expenses of any such
registration and offering (other than the underwriting discounts and
commissions) shall be paid by the Partnership, without reimbursement by the
Holder.  (c)If underwriters
are engaged in connection with any registration referred to in this Section 7.12,
the Partnership shall provide indemnification, representations, covenants,
opinions and other assurance to the underwriters in form and substance
reasonably satisfactory to such underwriters. 
Further, in addition to and not in limitation of the Partnerships
obligation under Section 7.7, the Partnership shall, to the fullest extent
permitted by law, indemnify and hold harmless the Holder, its officers,
directors and each Person who controls the Holder (within the meaning of the
Securities Act) and any agent thereof (collectively, Indemnified Persons)
against any losses, claims, demands, actions, causes of action, assessments,
damages, liabilities (joint or several), costs and expenses (including
interest, penalties and reasonable attorneys fees and disbursements),
resulting to, imposed upon, or incurred by the Indemnified Persons, directly or
indirectly, under the Securities Act or otherwise (hereinafter referred to in
this Section 7.12(c) as a claim and in the plural as claims)
based upon, arising out of or resulting from any untrue statement or alleged
untrue statement of any material fact contained in any registration statement
under which any Partnership Securities were registered under the Securities Act
or any state securities or Blue Sky laws, in any preliminary prospectus (if
used prior to the effective date of such registration statement), or in any
summary or final prospectus or in any amendment or supplement thereto (if used
during the period the Partnership is required to keep the registration
statement current), or arising out of, based upon or resulting from the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements made therein not misleading;
provided, however, that the Partnership shall not be liable to any Indemnified
Person to the extent that any such claim arises out of, is based upon or
results from an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, such preliminary, summary
or final prospectus or such amendment or supplement, in reliance upon and in
conformity with written information furnished to the Partnership by or on
behalf of such Indemnified Person specifically for use in the preparation
thereof.  (d)The provisions
of Section 7.12(a) and 7.12(b) shall continue to be applicable with
respect to the General Partner (and any of the General Partners Affiliates)
after it ceases to be a Partner of the Partnership, during a period of two
years subsequent to the effective date of such cessation and for so long
thereafter as is required for  100


the Holder to sell all of
the Partnership Securities with respect to which it has requested during such
two-year period inclusion in a registration statement otherwise filed or that a
registration statement be filed; provided, however, that the Partnership shall
not be required to file successive registration statements covering the same
Partnership Securities for which registration was demanded during such two-year
period. The provisions of Section 7.12(c) shall continue in effect
thereafter.  (e)Any request to
register Partnership Securities pursuant to this Section 7.12 shall (i) specify
the Partnership Securities intended to be offered and sold by the Person making
the request, (ii) express such Persons present intent to offer such
Partnership Securities for distribution, (iii) describe the nature or
method of the proposed offer and sale of Partnership Securities, and (iv) contain
the undertaking of such Person to provide all such information and materials
and take all action as may be required in order to permit the Partnership to
comply with all applicable requirements in connection with the registration of
such Partnership Securities.  Section 7.13Reliance by Third Parties.  Notwithstanding
anything to the contrary in this Agreement, any Person dealing with the
Partnership shall be entitled to assume that the General Partner and any
officer of the General Partner authorized by the General Partner to act on
behalf of and in the name of the Partnership has full power and authority to
encumber, sell or otherwise use in any manner any and all assets of the
Partnership and to enter into any authorized contracts on behalf of the
Partnership, and such Person shall be entitled to deal with the General Partner
or any such officer as if it were the Partnerships sole party in interest,
both legally and beneficially. Each Limited Partner hereby waives any and all
defenses or other remedies that may be available against such Person to
contest, negate or disaffirm any action of the General Partner or any such
officer in connection with any such dealing. 
In no event shall any Person dealing with the General Partner or any
such officer or its representatives be obligated to ascertain that the terms of
this Agreement have been complied with or to inquire into the necessity or
expedience of any act or action of the General Partner or any such officer or
its representatives.  Each and every
certificate, document or other instrument executed on behalf of the Partnership
by the General Partner or its representatives shall be conclusive evidence in
favor of any and every Person relying thereon or claiming thereunder that (a) at
the time of the execution and delivery of such certificate, document or
instrument, this Agreement was in full force and effect, (b) the Person
executing and delivering such certificate, document or instrument was duly
authorized and empowered to do so for and on behalf of the Partnership and (c) such
certificate, document or instrument was duly executed and delivered in
accordance with the terms and provisions of this Agreement and is binding upon
the Partnership.  101


ARTICLE VIII  BOOKS, RECORDS, ACCOUNTING AND
REPORTS  Section 8.1Records and Accounting.  The
General Partner shall keep or cause to be kept at the principal office of the
Partnership appropriate books and records with respect to the Partnerships
business, including all books and records necessary to provide to the Limited
Partners any information required to be provided pursuant to Section 3.4(a).  Any books and records maintained by or on
behalf of the Partnership in the regular course of its business, including the
record of the Record Holders and Assignees of Units or other Partnership
Securities, books of account and records of Partnership proceedings, may be
kept on, or be in the form of, computer disks, hard drives, punch cards,
magnetic tape, photographs, micrographics or any other information storage
device; provided, that the books and records so maintained are convertible into
clearly legible written form within a reasonable period of time.  The books of the Partnership shall be
maintained, for financial reporting purposes, on an accrual basis in accordance
with U.S. GAAP.  Section 8.2Fiscal Year.  The
fiscal year of the Partnership shall be a fiscal year ending December 31.  Section 8.3Reports.  (a)As soon as
practicable, but in no event later than 120 days after the close of each fiscal
year of the Partnership, the General Partner shall cause to be mailed or made
available to each Record Holder of a Unit as of a date selected by the General
Partner in its discretion, an annual report containing financial statements of
the Partnership for such fiscal year of the Partnership, presented in
accordance with U.S. GAAP, including a balance sheet and statements of
operations, Partnership equity and cash flows, such statements to be audited by
a firm of independent public accountants selected by the General Partner.  (b)As soon as
practicable, but in no event later than 90 days after the close of each Quarter
except the last Quarter of each fiscal year, the General Partner shall cause to
be mailed or made available to each Record Holder of a Unit, as of a date
selected by the General Partner in its discretion, a report containing
unaudited financial statements of the Partnership and such other information as
may be required by applicable law, regulation or rule of any National
Securities Exchange on which the Units are listed for trading, or as the
General Partner determines to be necessary or appropriate.  ARTICLE IX  TAX MATTERS  Section 9.1Tax Returns and Information.  The
Partnership shall timely file all returns of the Partnership that are required
for federal, state and local income tax purposes on a taxable year ending on December 31
or such other period as may be required by law, as determined by the General
Partner in good faith. The tax information reasonably required by Record
Holders for federal and state income tax reporting purposes with respect to a
taxable year shall be furnished to them within 90 days of the close of the
calendar year in which the Partnerships taxable year ends.  The classification, realization and  102


recognition
of income, gain, losses and deductions and other items shall be on the accrual
method of accounting for federal income tax purposes.  Section 9.2Tax Elections.  (a)The Partnership
shall make the election under Section 754 of the Code in accordance with
applicable regulations thereunder, subject to the reservation of the right to
seek to revoke any such election upon the General Partners determination that
such revocation is in the best interests of the Limited Partners.  Notwithstanding any other provision herein
contained, for the purposes of computing the adjustments under Section 743(b) of
the Code, the General Partner shall be authorized (but not required) to adopt a
convention whereby the price paid by a transferee of a Limited Partner Interest
will be deemed to be the lowest quoted closing price of the Limited Partner
Interests on any National Securities Exchange on which such Limited Partner
Interests are traded during the calendar month in which such transfer is deemed
to occur pursuant to Section 6.2(g) without regard to the actual
price paid by such transferee.  (b)The Partnership
shall elect to deduct expenses incurred in organizing the Partnership ratably
over a sixty-month period as provided in Section 709 of the Code.  (c)Except as
otherwise provided herein, the General Partner shall determine whether the
Partnership should make any other elections permitted by the Code.  Section 9.3Tax Controversies.  Subject
to the provisions hereof, the General Partner is designated as the Tax Matters
Partner (as defined in the Code) and is authorized and required to represent
the Partnership (at the Partnerships expense) in connection with all
examinations of the Partnerships affairs by tax authorities, including
resulting administrative and judicial proceedings, and to expend Partnership
funds for professional services and costs associated therewith.  Each Partner agrees to cooperate with the
General Partner and to do or refrain from doing any or all things reasonably
required by the General Partner to conduct such proceedings.  Section 9.4Withholding.  The
General Partner is authorized to take any action that it determines in its
discretion to be necessary or appropriate to cause the Partnership and other
Group Members to comply with any withholding requirements established under the
Code or any other federal, state or local law including, without limitation,
pursuant to Sections 1441, 1442, 1445 and 1446 of the Code.  To the extent that the Partnership is
required or elects to withhold and pay over to any taxing authority any amount
resulting from the allocation or distribution of income to any Partner or
Assignee (including, without limitation, by reason of Section 1446 of the
Code), the amount withheld may at the discretion of the General Partner be
treated by the Partnership as a distribution of cash pursuant to the then
applicable provision of this Agreement in the amount of such withholding from
such Partner.  103


ARTICLE X  ADMISSION OF PARTNERS  Section 10.1Admission of Initial Limited
Partners.  (a)On the Interim
Closing Date, the General Partner, K-Sea Transportation LLC, a Delaware limited
liability company, EW Holding Corp., a New York corporation, and K-Sea
Transportation Corp., a New York corporation, were admitted to the Partnership
as Initial Limited Partners in respect of the Common Units, Subordinated Units
or Incentive Distribution Rights issued to them on the Interim Closing Date as
described in Section 5.1(b).  (b)Upon the
issuance by the Partnership of Common Units to the Underwriters as described in
Section 5.3 in connection with the Initial Offering, the General Partner
admitted such parties to the Partnership as Initial Limited Partners in respect
of the Common Units issued to them.  Section 10.2Admission of Substituted Limited
Partners.  By
transfer of a Limited Partner Interest in accordance with Article IV, the
transferor shall be deemed to have given the transferee the right to seek
admission as a Substituted Limited Partner subject to the conditions of, and in
the manner permitted under, this Agreement. A transferor of a Certificate or
uncertificated Unit representing a Limited Partner Interest shall, however,
only have the authority to convey to a purchaser or other transferee who does
not execute and deliver a Transfer Application (a) the right to negotiate
such Certificate or such uncertificated Unit to a purchaser or other transferee
and (b) the right to transfer the right to request admission as a Substituted
Limited Partner to such purchaser or other transferee in respect of the
transferred Limited Partner Interests. Each transferee of a Limited Partner
Interest (including any nominee holder or an agent acquiring such Limited
Partner Interest for the account of another Person) who executes and delivers a
Transfer Application shall, by virtue of such execution and delivery, be an
Assignee and be deemed to have applied to become a Substituted Limited Partner
with respect to the Limited Partner Interests so transferred to such Person.
Such Assignee shall become a Substituted Limited Partner (x) at such time
as the General Partner consents thereto, which consent may be given or withheld
in the General Partners discretion, and (y) when any such admission is shown
on the books and records of the Partnership. If such consent is withheld, such
transferee shall be an Assignee. An Assignee shall have an interest in the
Partnership equivalent to that of a Limited Partner with respect to allocations
and distributions, including liquidating distributions, of the Partnership.
With respect to voting rights attributable to Limited Partner Interests that
are held by Assignees, the General Partner shall be deemed to be the Limited
Partner with respect thereto and shall, in exercising the voting rights in
respect of such Limited Partner Interests on any matter, vote such Limited
Partner Interests at the written direction of the Assignee who is the Record
Holder of such Limited Partner Interests. If no such written direction is
received, such Limited Partner Interests will not be voted. An Assignee shall
have no other rights of a Limited Partner. Notwithstanding the above, if an
Assignee is not a U.S. citizen, such Assignee will not be entitled to give
written  104


directions
or instructions to the General Partner in respect of such voting rights, and
the General Partner shall exercise such voting rights in its discretion.  Section 10.3Admission of Successor General
Partner.  A
successor General Partner approved pursuant to Section 11.1 or 11.2 or the
transferee of or successor to all of the General Partner Interest pursuant to Section 4.6
who is proposed to be admitted as a successor General Partner shall be admitted
to the Partnership as the General Partner, effective immediately prior to the
withdrawal or removal of the predecessor or transferring General Partner,
pursuant to Section 11.1 or 11.2 or the transfer of the General Partner
Interest pursuant to Section 4.6, provided, however, that no such
successor shall be admitted to the Partnership until compliance with the terms
of Section 4.6 has occurred and such successor has executed and delivered
such other documents or instruments as may be required to effect such
admission.  Any such successor shall,
subject to the terms hereof, carry on the business of the members of the
Partnership Group without dissolution.  Section 10.4Admission of Additional Limited
Partners.  (a)A Person (other
than the General Partner, an Initial Limited Partner or a Substituted Limited
Partner) who makes a Capital Contribution to the Partnership in accordance with
this Agreement shall be admitted to the Partnership as an Additional Limited
Partner only upon furnishing to the General Partner  (i)evidence of
acceptance in form satisfactory to the General Partner of all of the terms and
conditions of this Agreement, including the power of attorney granted in Section 2.6,
and  (ii)such other
documents or instruments as may be required in the discretion of the General
Partner to effect such Persons admission as an Additional Limited Partner.  (b)Notwithstanding
anything to the contrary in this Section 10.4, no Person shall be admitted
as an Additional Limited Partner without the consent of the General Partner,
which consent may be given or withheld in the General Partners
discretion.  The admission of any Person
as an Additional Limited Partner shall become effective on the date upon which
the name of such Person is recorded as such in the books and records of the
Partnership, following the consent of the General Partner to such admission.  Section 10.5Amendment of Agreement and
Certificate of Limited Partnership.  To
effect the admission to the Partnership of any Partner, the General Partner
shall take all steps necessary and appropriate under the Delaware Act to amend
the records of the Partnership to reflect such admission and, if necessary, to
prepare as soon as practicable an amendment to this Agreement and, if required
by law, the General Partner shall prepare and file an amendment to the
Certificate of Limited Partnership, and the General Partner may for this
purpose, among others, exercise the power of attorney granted pursuant to Section 2.6.  105


ARTICLE XI  WITHDRAWAL OR REMOVAL OF PARTNERS  Section 11.1Withdrawal of the General Partner.  (a)The General
Partner shall be deemed to have withdrawn from the Partnership upon the
occurrence of any one of the following events (each such event herein referred
to as an Event of Withdrawal);  (i)The General
Partner voluntarily withdraws from the Partnership by giving written notice to
the other Partners;  (ii)The General
Partner transfers all of its rights as General Partner pursuant to Section 4.6;  (iii)The General
Partner is removed pursuant to Section 11.2;  (iv)The General
Partner (A) makes a general assignment for the benefit of creditors; (B) files
a voluntary bankruptcy petition for relief under Chapter 7 of the United States
Bankruptcy Code; (C) files a petition or answer seeking for itself a
liquidation, dissolution or similar relief (but not a reorganization) under any
law; (D) files an answer or other pleading admitting or failing to contest
the material allegations of a petition filed against the General Partner in a
proceeding of the type described in clauses (A)-(C) of this Section 11.1(a)(iv);
or (E) seeks, consents to or acquiesces in the appointment of a trustee
(but not a debtor-in-possession), receiver or liquidator of the General Partner
or of all or any substantial part of its properties;  (v)A final and
non-appealable order of relief under Chapter 7 of the United States Bankruptcy
Code is entered by a court with appropriate jurisdiction pursuant to a
voluntary or involuntary petition by or against the General Partner; or  (vi)(A) in the
event the General Partner is a corporation, a certificate of dissolution or its
equivalent is filed for the General Partner, or 90 days expire after the date
of notice to the General Partner of revocation of its charter without a
reinstatement of its charter, under the laws of its state of incorporation; (B) in
the event the General Partner is a partnership or a limited liability company,
the dissolution and commencement of winding up of the General Partner; (C) in
the event the General Partner is acting in such capacity by virtue of being a
trustee of a trust, the termination of the trust; (D) in the event the
General Partner is a natural person, his death or adjudication of incompetency;
and (E) otherwise in the event of the termination of the General Partner.  106


If an Event of Withdrawal specified in Section 11.1(a)(iv),
(v) or (vi)(A), (B), (C) or (E) occurs, the withdrawing General
Partner shall give notice to the Limited Partners within 30 days after such
occurrence.  The Partners hereby agree
that only the Events of Withdrawal described in this Section 11.1 shall
result in the withdrawal of the General Partner from the Partnership.  (b)Withdrawal of
the General Partner from the Partnership upon the occurrence of an Event of
Withdrawal shall not constitute a breach of this Agreement under the following
circumstances: (i) at any time during the period beginning on the Closing
Date and ending at 12:00 midnight, Eastern Standard Time, on December 31,
2013, the General Partner voluntarily withdraws by giving at least 90 days
advance notice of its intention to withdraw to the Limited Partners; provided
that prior to the effective date of such withdrawal, the withdrawal is approved
by Unitholders holding at least a majority of the Outstanding Common Units
(excluding Common Units held by the General Partner and its Affiliates) and the
General Partner delivers to the Partnership an Opinion of Counsel (Withdrawal
Opinion of Counsel) that such withdrawal (following the selection of the
successor General Partner) would not result in the loss of the limited
liability of any Limited Partner or any Group Member or cause any Group Member
to be treated as an association taxable as a corporation or otherwise to be
taxed as an entity for federal income tax purposes (to the extent not
previously treated as such); (ii) at any time after 12:00 midnight,
Eastern Standard Time, on December 31, 2013, the General Partner voluntarily
withdraws by giving at least 90 days advance notice to the Unitholders, such
withdrawal to take effect on the date specified in such notice; (iii) at
any time that the General Partner ceases to be the General Partner pursuant to Section 11.1(a)(ii) or
is removed pursuant to Section 11.2; or (iv) notwithstanding clause (i) of
this sentence, at any time that the General Partner voluntarily withdraws by
giving at least 90 days advance notice of its intention to withdraw to the
Limited Partners, such withdrawal to take effect on the date specified in the
notice, if at the time such notice is given one Person and its Affiliates
(other than the General Partner and its Affiliates) own beneficially or of
record or control at least 50% of the Outstanding Units. The withdrawal of the
General Partner from the Partnership upon the occurrence of an Event of
Withdrawal shall also constitute the withdrawal of the General Partner as
general partner or managing member, to the extent applicable, of the other Group
Members.  If the General Partner gives a
notice of withdrawal pursuant to Section 11.1(a)(i), the holders of a Unit
Majority, may, prior to the effective date of such withdrawal, elect a
successor General Partner.  The Person so
elected as successor General Partner shall automatically become the successor
general partner or managing member, to the extent applicable, of the other
Group Members of which the General Partner is a general partner or a managing
member. If, prior to the effective date of the General Partners withdrawal, a
successor is not selected by the Unitholders as provided herein or the
Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership
shall be dissolved in accordance with Section 12.1.  Any successor General Partner elected in
accordance with the terms of this Section 11.1 shall be subject to the
provisions of Section 10.3.  107


Section 11.2Removal of the General Partner.  The
General Partner may be removed if such removal is approved by the Unitholders
holding at least 66 2/3% of the Outstanding Units (including Units held by the
General Partner and its Affiliates).  Any
such action by such holders for removal of the General Partner must also
provide for the election of a successor General Partner by the Unitholders
holding a majority of the Outstanding Common Units voting as a class.  Such removal shall be effective immediately
following the admission of a successor General Partner pursuant to Section 10.3.  The removal of the General Partner shall also
automatically constitute the removal of the General Partner as general partner
or managing member, to the extent applicable, of the other Group Members of
which the General Partner is a general partner or a managing member.  If a Person is elected as a successor General
Partner in accordance with the terms of this Section 11.2, such Person
shall, upon admission pursuant to Section 10.3, automatically become a
successor general partner or managing member, to the extent applicable, of the
other Group Members of which the General Partner is a general partner or a
managing member.  The right of the
holders of Outstanding Units to remove the General Partner shall not exist or
be exercised unless the Partnership has received an opinion opining as to the
matters covered by a Withdrawal Opinion of Counsel.  Any successor General Partner elected in
accordance with the terms of this Section 11.2 shall be subject to the
provisions of Section 10.3.  Section 11.3Interest of Departing Partner and
Successor General Partner.  (a)In the event of
(i) withdrawal of the General Partner under circumstances where such
withdrawal does not violate this Agreement or (ii) removal of the General
Partner by the holders of Outstanding Units under circumstances where Cause
does not exist, if the successor General Partner is elected in accordance with
the terms of Section 11.1 or 11.2, the Departing Partner shall have the
option, exercisable prior to the effective date of the departure of such Departing
Partner, to require its successor to purchase its General Partner Interest and
its general partner interest (or equivalent interest), if any, in the other
Group Members and all of its Incentive Distribution Rights (collectively, the Combined
Interest) in exchange for an amount in cash equal to the fair market value of
such Combined Interest, such amount to be determined and payable as of the
effective date of its departure.  If the
General Partner is removed by the Unitholders under circumstances where Cause
exists or if the General Partner withdraws under circumstances where such
withdrawal violates this Agreement, and if a successor General Partner is
elected in accordance with the terms of Section 11.1 or 11.2, such
successor shall have the option, exercisable prior to the effective date of the
departure of such Departing Partner, to purchase the Combined Interest for such
fair market value of such Combined Interest of the Departing Partner.  In either event, the Departing Partner shall
be entitled to receive all reimbursements due such Departing Partner pursuant
to Section 7.4, including any employee-related liabilities (including
severance liabilities), incurred in connection with the termination of any
employees employed by the Departing Partner for the benefit of the Partnership
or the other Group Members.  For purposes
of this Section 11.3(a), the fair market value of the Departing Partners
Combined Interest shall be determined by agreement between the Departing
Partner and its successor or,  108


failing agreement within 30
days after the effective date of such Departing Partners departure, by an
independent investment banking firm or other independent expert selected by the
Departing Partner and its successor, which, in turn, may rely on other experts,
and the determination of which shall be conclusive as to such matter.  If such parties cannot agree upon one
independent investment banking firm or other independent expert within 45 days
after the effective date of such departure, then the Departing Partner shall
designate an independent investment banking firm or other independent expert,
the Departing Partners successor shall designate an independent investment
banking firm or other independent expert, and such firms or experts shall
mutually select a third independent investment banking firm or independent
expert, which third independent investment banking firm or other independent
expert shall determine the fair market value of the Combined Interest of the
Departing Partner.  In making its
determination, such third independent investment banking firm or other
independent expert may consider the then current trading price of Units on any
National Securities Exchange on which Units are then listed, the value of the
Partnerships assets, the rights and obligations of the Departing Partner and
other factors it may deem relevant.  (b)If the Combined
Interest is not purchased in the manner set forth in Section 11.3(a), the
Departing Partner (or its transferee) shall become a Limited Partner and its
Combined Interest shall be converted into Common Units pursuant to a valuation
made by an investment banking firm or other independent expert selected
pursuant to Section 11.3(a), without reduction in such Partnership
Interest (but subject to proportionate dilution by reason of the admission of
its successor).  Any successor General
Partner shall indemnify the Departing Partner (or its transferee) as to all
debts and liabilities of the Partnership arising on or after the date on which
the Departing Partner (or its transferee) becomes a Limited Partner.  For purposes of this Agreement, conversion of
the Combined Interest of the Departing Partner to Common Units will be characterized
as if the Departing Partner (or its transferee) contributed its Combined
Interest to the Partnership in exchange for the newly issued Common Units.  (c)If a successor
General Partner is elected in accordance with the terms of Section 11.1 or
11.2 and the option described in Section 11.3(a) is not exercised by
the party entitled to do so, the successor General Partner shall, at the
effective date of its admission to the Partnership, contribute to the
Partnership cash in the amount equal to (i) the quotient obtained by
dividing (x) the Percentage Interest of the Departing Partner by (y) 100%
less the Percentage Interest of the Departing Partner multiplied by (ii) the
Net Agreed Value of the Partnerships assets on such date.  In such event, such successor General Partner
shall, subject to the following sentence, be entitled to its Percentage
Interest of all Partnership allocations and distributions to which the
Departing Partner was entitled.  In
addition, the successor General Partner shall cause this Agreement to be
amended to reflect that, from and after the date of such successor General
Partners admission, the successor General Partners interest in all
Partnership distributions and allocations shall be its Percentage Interest.  109


Section 11.4Withdrawal of Limited Partners.  No
Limited Partner shall have any right to withdraw from the Partnership;
provided, however, that when a transferee of a Limited Partners Limited
Partner Interest becomes a Record Holder of the Limited Partner Interest so
transferred, such transferring Limited Partner shall cease to be a Limited
Partner with respect to the Limited Partner Interest so transferred.  ARTICLE XII  DISSOLUTION AND LIQUIDATION  Section 12.1Dissolution.  The
Partnership shall not be dissolved by the admission of Substituted Limited
Partners or Additional Limited Partners or by the admission of a successor
General Partner in accordance with the terms of this Agreement.  Upon the removal or withdrawal of the General
Partner, if a successor General Partner is elected pursuant to Section 11.1
or 11.2, the Partnership shall not be dissolved and such successor General
Partner shall continue the business of the Partnership.  The Partnership shall dissolve, and (subject
to Section 12.2) its affairs shall be wound up, upon:  (a)an Event of
Withdrawal of the General Partner as provided in Section 11.1(a) (other
than Section 11.1(a)(ii)), unless a successor is elected and an Opinion of
Counsel is received as provided in Section 11.1(b) or 11.2 and such
successor is admitted to the Partnership pursuant to Section 10.3;  (b)an election to
dissolve the Partnership by the General Partner that is approved by the holders
of a Unit Majority;  (c)the entry of a
decree of judicial dissolution of the Partnership pursuant to the provisions of
the Delaware Act; or  (d)the sale of all
or substantially all of the assets and properties of the Partnership Group.  Section 12.2Continuation of the Business of
the Partnership After Dissolution.  Upon
(a) dissolution of the Partnership following an Event of Withdrawal caused
by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or
(iii) and the failure of the Partners to select a successor to such
Departing Partner pursuant to Section 11.1 or 11.2, then within 90 days
thereafter, or (b) dissolution of the Partnership upon an event
constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or
(vi), then, to the maximum extent permitted by law, within 180 days thereafter,
the holders of a Unit Majority may elect to reconstitute the Partnership and
continue its business on the same terms and conditions set forth in this
Agreement by forming a new limited partnership on terms identical to those set
forth in this Agreement and having as the successor general partner a Person
approved by the holders of a Unit Majority. 
Unless such an election is made within the applicable time period as set
forth above, the Partnership shall conduct only activities necessary to wind up
its affairs.  If such an election is so
made, then:  110


(i)the
reconstituted Partnership shall continue unless earlier dissolved in accordance
with this Article XII;  (ii)if the
successor General Partner is not the former General Partner, then the interest
of the former General Partner shall be treated in the manner provided in Section 11.3;
and  (iii)all necessary
steps shall be taken to cancel this Agreement and the Certificate of Limited
Partnership and to enter into and, as necessary, to file a new partnership
agreement and certificate of limited partnership, and the successor General
Partner may for this purpose exercise the powers of attorney granted the
General Partner pursuant to Section 2.6; provided, that the right of the
holders of a Unit Majority to approve a successor General Partner and to
reconstitute and to continue the business of the Partnership shall not exist
and may not be exercised unless the Partnership has received an Opinion of Counsel
that (x) the exercise of the right would not result in the loss of limited
liability of any Limited Partner and (y) neither the Partnership, the
reconstituted limited partnership nor the Operating Partnership or any other
Group Member would be treated as an association taxable as a corporation or
otherwise be taxable as an entity for federal income tax purposes upon the
exercise of such right to continue.  Section 12.3Liquidator.  Upon
dissolution of the Partnership, unless the Partnership is continued under an
election to reconstitute and continue the Partnership pursuant to Section 12.2,
the General Partner shall select one or more Persons to act as Liquidator.  The Liquidator (if other than the General
Partner) shall be entitled to receive such compensation for its services as may
be approved by holders of at least a majority of the Outstanding Common
Units.  The Liquidator (if other than the
General Partner) shall agree not to resign at any time without 15 days prior
notice and may be removed at any time, with or without cause, by notice of
removal approved by holders of at least a majority of the Outstanding Common
Units.  Upon dissolution, removal or
resignation of the Liquidator, a successor and substitute Liquidator (who shall
have and succeed to all rights, powers and duties of the original Liquidator)
shall within 30 days thereafter be approved by holders of at least a majority
of the Outstanding Common Units.  The
right to approve a successor or substitute Liquidator in the manner provided
herein shall be deemed to refer also to any such successor or substitute
Liquidator approved in the manner herein provided.  Except as expressly provided in this Article XII,
the Liquidator approved in the manner provided herein shall have and may
exercise, without further authorization or consent of any of the parties
hereto, all of the powers conferred upon the General Partner under the terms of
this Agreement (but subject to all of the applicable limitations, contractual
and otherwise, upon the exercise of such powers, other than the limitation on
sale set forth in Section 7.3(b)) to the extent necessary or desirable in
the good faith judgment of the Liquidator to carry out the duties and functions
of the Liquidator hereunder for and during such period of time as shall be
reasonably required in the good faith judgment of the Liquidator to complete
the winding up and liquidation of the Partnership as provided for herein.  111


Section 12.4Liquidation.  The
Liquidator shall proceed to dispose of the assets of the Partnership, discharge
its liabilities, and otherwise wind up its affairs in such manner and over such
period as the Liquidator determines to be in the best interest of the Partners,
subject to Section 17-804 of the Delaware Act and the following:  (a)The assets may
be disposed of by public or private sale or by distribution in kind to one or
more Partners on such terms as the Liquidator and such Partner or Partners may
agree.  If any property is distributed in
kind, the Partner receiving the property shall be deemed for purposes of Section 12.4(c) to
have received cash equal to its fair market value; and contemporaneously
therewith, appropriate cash distributions must be made to the other
Partners.  The Liquidator may, in its
absolute discretion, defer liquidation or distribution of the Partnerships
assets for a reasonable time if it determines that an immediate sale or
distribution of all or some of the Partnerships assets would be impractical or
would cause undue loss to the Partners. 
The Liquidator may, in its absolute discretion, distribute the
Partnerships assets, in whole or in part, in kind if it determines that a sale
would be impractical or would cause undue loss to the Partners.  (b)Liabilities of
the Partnership include amounts owed to the Liquidator as compensation for
serving in such capacity (subject to the terms of Section 12.3) and
amounts to Partners otherwise than in respect of their distribution rights
under Article VI.  With respect to
any liability that is contingent, conditional or unmatured or is otherwise not
yet due and payable, the Liquidator shall either settle such claim for such
amount as it thinks appropriate or establish a reserve of cash or other assets
to provide for its payment.  When paid,
any unused portion of the reserve shall be distributed as additional
liquidation proceeds.  (c)All property
and all cash in excess of that required to discharge liabilities as provided in
Section 12.4(b) and that required to satisfy liquidation preferences
of the Series A Preferred Units provided for under Section 5.12(b)(iv) shall
be distributed to the Partners in accordance with, and to the extent of, the
positive balances in their respective Capital Accounts, as determined after
taking into account all Capital Account adjustments (other than those made by
reason of distributions pursuant to this Section 12.4(c)) for the taxable
year of the Partnership during which the liquidation of the Partnership occurs
(with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)(g)),
and such distribution shall be made by the end of such taxable year (or, if
later, within 90 days after said date of such occurrence).  Section 12.5Cancellation of Certificate of
Limited Partnership.  Upon
the completion of the distribution of Partnership cash and property as provided
in Section 12.4 in connection with the liquidation of the Partnership, the
Partnership shall be terminated and the Certificate of Limited Partnership and
all qualifications of the Partnership as a  112


foreign
limited partnership in jurisdictions other than the State of Delaware shall be
canceled and such other actions as may be necessary to terminate the
Partnership shall be taken.  Section 12.6Return of Contributions.  The
General Partner shall not be personally liable for, and shall have no
obligation to contribute or loan any monies or property to the Partnership to
enable it to effectuate, the return of the Capital Contributions of the Limited
Partners or Unitholders, or any portion thereof, it being expressly understood
that any such return shall be made solely from Partnership assets.  Section 12.7Waiver of Partition.  To
the maximum extent permitted by law, each Partner hereby waives any right to
partition of the Partnership property.  Section 12.8Capital Account Restoration.  No
Limited Partner shall have any obligation to restore any negative balance in
its Capital Account upon liquidation of the Partnership.  The General Partner shall be obligated to
restore any negative balance in its Capital Account upon liquidation of its
interest in the Partnership by the end of the taxable year of the Partnership
during which such liquidation occurs, or, if later, within 90 days after the
date of such liquidation.  ARTICLE XIII  AMENDMENT OF PARTNERSHIP
AGREEMENT; MEETINGS; RECORD DATE  Section 13.1Amendment to be Adopted Solely by
the General Partner.  Except
as set forth in Section 5.12(b)(v), each Partner agrees that the General
Partner, without the approval of any Partner or Assignee, may amend any
provision of this Agreement and execute, swear to, acknowledge, deliver, file
and record whatever documents may be required in connection therewith, to reflect:  (a)a change in the
name of the Partnership, the location of the principal place of business of the
Partnership, the registered agent of the Partnership or the registered office
of the Partnership;  (b)admission,
substitution, withdrawal or removal of Partners in accordance with this
Agreement;  (c)a change that,
in the sole discretion of the General Partner, is necessary or advisable to
qualify or continue the qualification of the Partnership as a limited
partnership or a partnership in which the Limited Partners have limited
liability under the laws of any state or to ensure that the Group Members will
not be treated as associations taxable as corporations or otherwise taxed as
entities for federal income tax purposes;  113


(d)a change that,
in the discretion of the General Partner, (i) does not adversely affect
the Limited Partners (including any particular class of Partnership Interests
as compared to other classes of Partnership Interests) in any material respect,
(ii) is necessary or advisable to (A) satisfy any requirements,
conditions or guidelines contained in any opinion, directive, order, ruling or
regulation of any federal or state agency or judicial authority or contained in
any federal or state statute (including the Delaware Act) or (B) facilitate
the trading of the Units (including the division of any class or classes of
Outstanding Units into different classes to facilitate uniformity of tax
consequences within such classes of Units) or comply with any rule, regulation,
guideline or requirement of any National Securities Exchange on which the Units
are or will be listed for trading, compliance with any of which the General
Partner determines in its discretion to be in the best interests of the
Partnership and the Limited Partners, (iii) is necessary or advisable in
connection with action taken by the General Partner pursuant to Section 5.10
or (iv) is required to effect the intent expressed in the Registration
Statement or the intent of the provisions of this Agreement or is otherwise
contemplated by this Agreement;  (e)a change in the
fiscal year or taxable year of the Partnership and any changes that, in the
discretion of the General Partner, are necessary or advisable as a result of a
change in the fiscal year or taxable year of the Partnership including, if the
General Partner shall so determine, a change in the definition of Quarter and
the dates on which distributions are to be made by the Partnership;  (f)an amendment
that is necessary, in the Opinion of Counsel, to prevent the Partnership, or
the General Partner or its directors, officers, trustees or agents from in any
manner being subjected to the provisions of the Investment Company Act of 1940,
as amended, the Investment Advisers Act of 1940, as amended, or plan asset
regulations adopted under the Employee Retirement Income Security Act of 1974,
as amended, regardless of whether such are substantially similar to plan asset
regulations currently applied or proposed by the United States Department of
Labor;  (g)an amendment
that, in the discretion of the General Partner, is necessary or advisable in
connection with the authorization of issuance of any class or series of
Partnership Securities pursuant to Section 5.6;  (h)any amendment
expressly permitted in this Agreement to be made by the General Partner acting
alone;  (i)an amendment
effected, necessitated or contemplated by a Merger Agreement approved in
accordance with Section 14.3;  (j)an amendment
that, in the discretion of the General Partner, is necessary or advisable to
reflect, account for and deal with appropriately the formation by the
Partnership of, or investment by the Partnership in, any corporation,
partnership, joint venture, limited liability company or other entity, in
connection with the  114


conduct by the Partnership
of activities permitted by the terms of Section 2.4;  (k)a merger or
conveyance pursuant to Section 14.3(d); or  (l)any other
amendments substantially similar to the foregoing.  Section 13.2Amendment Procedures.  (a)Except as
provided in Sections 13.1 and 13.3, all amendments to this Agreement shall be
made in accordance with the following requirements.  Amendments to this Agreement may be proposed
only by or with the consent of the General Partner which consent may be given
or withheld in its sole discretion.  A
proposed amendment shall be effective upon its approval by the holders of a
Unit Majority, unless a greater or different percentage is required under this
Agreement or by Delaware law.  Each
proposed amendment that requires the approval of the holders of a specified
percentage of Outstanding Units shall be set forth in a writing that contains
the text of the proposed amendment.  If
such an amendment is proposed, the General Partner shall seek the written
approval of the requisite percentage of Outstanding Units or call a meeting of
the Unitholders to consider and vote on such proposed amendment.  The General Partner shall notify all Record
Holders upon final adoption of any such proposed amendments.  (b)Notwithstanding
the other provisions hereof, two or more Partners (the Agreeing Partners) may
with the consent of the General Partner, which consent may be granted or
withheld in the sole discretion of the General Partner, enter into an agreement
(a Distribution Sharing Agreement) so as to provide for the division between
the Agreeing Partners of amounts that would otherwise be distributed pursuant
to the provisions hereof in respect of Units (the Identified Units) that are
held by them, provided that the General Partner determines, in its discretion,
that such Distribution Sharing Agreement will not adversely affect the Limited
Partners (including any particular class of Partnership Interests as compared
to other classes of Partnership Interests) in any material respect.  The General Partner may condition any consent
upon an agreement as to the manner in which the items of income, gain, loss,
deduction and credit of the Partnership that would be allocated to the holders
of the Identified Units will be divided among the Agreeing Partners and upon
other matters.  Any such Distribution
Sharing Agreement will be treated as a part of this Agreement as though it were
set out herein verbatim but it shall not affect the ability of the Partners to
change the rights of the holders of the Identified Units to distributions
pursuant to the provisions hereof determined without regard to the Distribution
Sharing Agreement.  Any such Distribution
Sharing Agreement may be amended from time to time by the parties thereto to
release the provisions thereof after which distributions shall be made to the
holders of the Identified Units as is provided herein.  115


Section 13.3Amendment Requirements.  (a)Notwithstanding
the provisions of Sections 13.1 and 13.2, no provision of this Agreement that
establishes a percentage of Outstanding Units (including Units deemed owned by
the General Partner) required to take any action shall be amended, altered,
changed, repealed or rescinded in any respect that would have the effect of
reducing such voting percentage unless such amendment is approved by the
written consent or the affirmative vote of holders of Outstanding Units whose
aggregate Outstanding Units constitute not less than the voting requirement
sought to be reduced.  (b)Notwithstanding
the provisions of Sections 13.1 and 13.2, no amendment to this Agreement may (i) enlarge
the obligations of any Limited Partner without its consent, unless such shall
be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c),
(ii) enlarge the obligations of, restrict in any way any action by or
rights of, or reduce in any way the amounts distributable, reimbursable or
otherwise payable to, the General Partner or any of its Affiliates without its
consent, which consent may be given or withheld in its sole discretion, (iii) change
Section 12.1(b), or (iv) change the term of the Partnership or, except
as set forth in Section 12.1(b), give any Person the right to dissolve the
Partnership.  (c)Except as
provided in Section 14.3, and without limitation of the General Partners
authority to adopt amendments to this Agreement without the approval of any
Partners or Assignees as contemplated in Section 13.1, any amendment that
would have a material adverse effect on the rights or preferences of any class
of Partnership Interests in relation to other classes of Partnership Interests
must be approved by the holders of not less than a majority of the Outstanding
Partnership Interests of the class affected.  (d)Notwithstanding
any other provision of this Agreement, except for amendments pursuant to Section 13.1
and except as otherwise provided by Section 14.3(b), no amendments shall
become effective without the approval of the holders of at least 90% of the
Outstanding Units voting as a single class unless the Partnership obtains an
Opinion of Counsel to the effect that such amendment will not affect the limited
liability of any Limited Partner under applicable law.  (e)Except as
provided in Section 13.1, this Section 13.3 shall only be amended
with the approval of the holders of at least 90% of the Outstanding Units.  Section 13.4Special Meetings.  All
acts of Limited Partners to be taken pursuant to this Agreement shall be taken
in the manner provided in this Article XIII.  Special meetings of the Limited Partners may
be called by the General Partner or by Limited Partners owning 20% or more of
the Outstanding Units of the class or classes for which a meeting is
proposed.  Limited Partners shall call a
special meeting by delivering to the General Partner one or more requests in
writing stating that the signing Limited Partners wish to call a special meeting
and indicating the general or specific purposes for which the special meeting
is to be called.  Within 60 days after
receipt of such a call from Limited  116


Partners
or within such greater time as may be reasonably necessary for the Partnership
to comply with any statutes, rules, regulations, listing agreements or similar
requirements governing the holding of a meeting or the solicitation of proxies
for use at such a meeting, the General Partner shall send a notice of the
meeting to the Limited Partners either directly or indirectly through the
Transfer Agent.  A meeting shall be held
at a time and place determined by the General Partner on a date not less than 10
days nor more than 60 days after the mailing of notice of the meeting.  Limited Partners shall not vote on matters
that would cause the Limited Partners to be deemed to be taking part in the
management and control of the business and affairs of the Partnership so as to
jeopardize the Limited Partners limited liability under the Delaware Act or
the law of any other state in which the Partnership is qualified to do
business.  Section 13.5Notice of a Meeting.  Notice
of a meeting called pursuant to Section 13.4 shall be given to the Record
Holders of the class or classes of Units for which a meeting is proposed in
writing by mail or other means of written communication in accordance with Section 16.1.  The notice shall be deemed to have been given
at the time when deposited in the mail or sent by other means of written
communication.  Section 13.6Record Date.  For
purposes of determining the Limited Partners entitled to notice of or to vote
at a meeting of the Limited Partners or to give approvals without a meeting as
provided in Section 13.11 the General Partner may set a Record Date, which
shall not be less than 10 nor more than 60 days before (a) the date of the
meeting (unless such requirement conflicts with any rule, regulation, guideline
or requirement of any National Securities Exchange on which the Units are
listed for trading, in which case the rule, regulation, guideline or
requirement of such exchange shall govern) or (b) in the event that
approvals are sought without a meeting, the date by which Limited Partners are
requested in writing by the General Partner to give such approvals.  Section 13.7Adjournment.  When
a meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting and a new Record Date need not be fixed, if the time and
place thereof are announced at the meeting at which the adjournment is taken,
unless such adjournment shall be for more than 45 days.  At the adjourned meeting, the Partnership may
transact any business which might have been transacted at the original
meeting.  If the adjournment is for more
than 45 days or if a new Record Date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given in accordance with this Article XIII.  Section 13.8Waiver of Notice; Approval of
Meeting; Approval of Minutes.  The
transactions of any meeting of Limited Partners, however called and noticed,
and whenever held, shall be as valid as if it had occurred at a meeting duly
held after regular call and notice, if a quorum is present either in person or
by proxy, and if, either before or after the meeting, Limited Partners
representing such quorum who were present in person or by proxy and entitled to
vote, sign a written waiver of notice or an approval of the holding of the
meeting or an approval of the minutes thereof. 
All waivers and approvals shall be filed with the Partnership  117


records
or made a part of the minutes of the meeting. 
Attendance of a Limited Partner at a meeting shall constitute a waiver
of notice of the meeting, except when the Limited Partner does not approve, at
the beginning of the meeting, of the transaction of any business because the
meeting is not lawfully called or convened; and except that attendance at a
meeting is not a waiver of any right to disapprove the consideration of matters
required to be included in the notice of the meeting, but not so included, if
the disapproval is expressly made at the meeting.  Section 13.9Quorum.  The
holders of a majority of the Outstanding Units of the class or classes for
which a meeting has been called (including Outstanding Units deemed owned by
the General Partner) represented in person or by proxy shall constitute a
quorum at a meeting of Limited Partners of such class or classes unless any
such action by the Limited Partners requires approval by holders of a greater
percentage of such Units, in which case the quorum shall be such greater
percentage.  At any meeting of the
Limited Partners duly called and held in accordance with this Agreement at
which a quorum is present, the act of Limited Partners holding Outstanding
Units that in the aggregate represent a majority of the Outstanding Units
entitled to vote and be present in person or by proxy at such meeting shall be
deemed to constitute the act of all Limited Partners, unless a greater or
different percentage is required with respect to such action under the
provisions of this Agreement, in which case the act of the Limited Partners
holding Outstanding Units that in the aggregate represent at least such greater
or different percentage shall be required. 
The Limited Partners present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment,
notwithstanding the withdrawal of enough Limited Partners to leave less than a
quorum, if any action taken (other than adjournment) is approved by the
required percentage of Outstanding Units specified in this Agreement (including
Outstanding Units deemed owned by the General Partner).  In the absence of a quorum any meeting of
Limited Partners may be adjourned from time to time by the affirmative vote of
holders of at least a majority of the Outstanding Units entitled to vote at
such meeting (including Outstanding Units deemed owned by the General Partner)
represented either in person or by proxy, but no other business may be
transacted, except as provided in Section 13.7.  Section 13.10Conduct of a Meeting.  The
General Partner shall have full power and authority concerning the manner of
conducting any meeting of the Limited Partners or solicitation of approvals in
writing, including the determination of Persons entitled to vote, the existence
of a quorum, the satisfaction of the requirements of Section 13.4, the
conduct of voting, the validity and effect of any proxies and the determination
of any controversies, votes or challenges arising in connection with or during
the meeting or voting.  The General
Partner shall designate a Person to serve as chairman of any meeting and shall
further designate a Person to take the minutes of any meeting.  All minutes shall be kept with the records of
the Partnership maintained by the General Partner.  The General Partner may make such other
regulations consistent with applicable law and this Agreement as it may deem
advisable concerning the conduct of any meeting of the Limited Partners or
solicitation of approvals in writing, including regulations in regard to the
appointment of proxies, the appointment and duties of inspectors of votes and
approvals, the submission and examination of proxies and other evidence of the
right to vote, and the revocation of approvals in writing.  118


Section 13.11         Action Without a Meeting.  If
authorized by the General Partner, any action that may be taken at a meeting of
the Limited Partners may be taken without a meeting if an approval in writing
setting forth the action so taken is signed by Limited Partners owning not less
than the minimum percentage of the Outstanding Units (including Units deemed
owned by the General Partner) that would be necessary to authorize or take such
action at a meeting at which all the Limited Partners were present and voted
(unless such provision conflicts with any rule, regulation, guideline or
requirement of any National Securities Exchange on which the Units are listed
for trading, in which case the rule, regulation, guideline or requirement of
such exchange shall govern).  Prompt
notice of the taking of action without a meeting shall be given to the Limited
Partners who have not approved in writing. 
The General Partner may specify that any written ballot submitted to
Limited Partners for the purpose of taking any action without a meeting shall
be returned to the Partnership within the time period, which shall be not less
than 20 days, specified by the General Partner. 
If a ballot returned to the Partnership does not vote all of the Units
held by the Limited Partners, the Partnership shall be deemed to have failed to
receive a ballot for the Units that were not voted.  If approval of the taking of any action by
the Limited Partners is solicited by any Person other than by or on behalf of
the General Partner, the written approvals shall have no force and effect
unless and until (a) they are deposited with the Partnership in care of
the General Partner, (b) approvals sufficient to take the action proposed
are dated as of a date not more than 90 days prior to the date sufficient
approvals are deposited with the Partnership and (c) an Opinion of Counsel
is delivered to the General Partner to the effect that the exercise of such
right and the action proposed to be taken with respect to any particular matter
(i) will not cause the Limited Partners to be deemed to be taking part in
the management and control of the business and affairs of the Partnership so as
to jeopardize the Limited Partners limited liability, and (ii) is
otherwise permissible under the state statutes then governing the rights,
duties and liabilities of the Partnership and the Partners.  Section 13.12         Voting and Other Rights.  (a)Only those
Record Holders of the Units on the Record Date set pursuant to Section 13.6
(and also subject to the limitations contained in the definition of Outstanding)
shall be entitled to notice of, and to vote at, a meeting of Limited Partners
or to act with respect to matters as to which the holders of the Outstanding
Units have the right to vote or to act. 
All references in this Agreement to votes of, or other acts that may be
taken by, the Outstanding Units shall be deemed to be references to the votes
or acts of the Record Holders of such Outstanding Units.  (b)With respect to
Units that are held for a Persons account by another Person (such as a broker,
dealer, bank, trust company or clearing corporation, or an agent of any of the
foregoing), in whose name such Units are registered, such other Person shall,
in exercising the voting rights in respect of such Units on any matter, and
unless the arrangement between such Persons provides otherwise, vote such Units
in favor of, and at the direction of, the Person who is the Beneficial Owner,
and the Partnership shall be entitled to assume it is so acting without further
inquiry.  The provisions of this Section 13.12(b) (as
well as all other provisions of this  119


Agreement) are subject to
the provisions of Section 4.3.  ARTICLE XIV  MERGER  Section 14.1           Authority.  The
Partnership may merge or consolidate with one or more corporations, limited
liability companies, business trusts or associations, real estate investment
trusts, common law trusts or unincorporated businesses, including a general
partnership or limited partnership, formed under the laws of the State of
Delaware or any other state of the United States of America, pursuant to a
written agreement of merger or consolidation (Merger Agreement) in accordance
with this Article XIV.  Section 14.2           Procedure for Merger or
Consolidation.  Merger
or consolidation of the Partnership pursuant to this Article XIV requires
the prior approval of the General Partner. 
If the General Partner shall determine, in the exercise of its
discretion, to consent to the merger or consolidation, the General Partner
shall approve the Merger Agreement, which shall set forth:  (a)the names and
jurisdictions of formation or organization of each of the business entities
proposing to merge or consolidate;  (b)the name and
jurisdiction of formation or organization of the business entity that is to
survive the proposed merger or consolidation (the Surviving Business Entity);  (c)the terms and
conditions of the proposed merger or consolidation;  (d)the manner and
basis of exchanging or converting the equity securities of each constituent
business entity for, or into, cash, property or general or limited partner
interests, rights, securities or obligations of the Surviving Business Entity;
and (i) if any general or limited partner interests, securities or rights
of any constituent business entity are not to be exchanged or converted solely
for, or into, cash, property or general or limited partner interests, rights,
securities or obligations of the Surviving Business Entity, the cash, property
or general or limited partner interests, rights, securities or obligations of
any limited partnership, corporation, trust or other entity (other than the
Surviving Business Entity) which the holders of such general or limited partner
interests, securities or rights are to receive in exchange for, or upon
conversion of their general or limited partner interests, securities or rights,
and (ii) in the case of securities represented by certificates, upon the
surrender of such certificates, which cash, property or general or limited
partner interests, rights, securities or obligations of the Surviving Business
Entity or any general or limited partnership, corporation, trust or other
entity (other than the Surviving Business Entity), or evidences thereof, are to
be delivered;  120


(e)a statement of
any changes in the constituent documents or the adoption of new constituent
documents (the articles or certificate of incorporation, articles of trust,
declaration of trust, certificate or agreement of limited partnership or other
similar charter or governing document) of the Surviving Business Entity to be
effected by such merger or consolidation;  (f)the effective
time of the merger, which may be the date of the filing of the certificate of
merger pursuant to Section 14.4 or a later date specified in or
determinable in accordance with the Merger Agreement (provided, that if the
effective time of the merger is to be later than the date of the filing of the
certificate of merger, the effective time shall be fixed no later than the time
of the filing of the certificate of merger and stated therein); and  (g)such other
provisions with respect to the proposed merger or consolidation as are deemed
necessary or appropriate by the General Partner.  Section 14.3           Approval by Limited
Partners of Merger or Consolidation.  (a)Except as
provided in Section 14.3(d) and Section 5.12(b)(v), the General
Partner, upon its approval of the Merger Agreement, shall direct that the
Merger Agreement be submitted to a vote of Limited Partners, whether at a
special meeting or by written consent, in either case in accordance with the
requirements of Article XIII. A copy or a summary of the Merger Agreement
shall be included in or enclosed with the notice of a special meeting or the
written consent.  (b)Except as
provided in Section 14.3(d) and Section 5.12(b)(v), the Merger
Agreement shall be approved upon receiving the affirmative vote or consent of
the holders of a Unit Majority, unless the Merger Agreement contains any
provision that, if contained in an amendment to this Agreement, the provisions
of this Agreement or the Delaware Act would require for its approval the vote
or consent of a greater percentage of the Outstanding Units or of any class of Limited
Partners, in which case such greater percentage vote or consent shall be
required for approval of the Merger Agreement.  (c)Except as
provided in Section 14.3(d) and Section 5.12(b)(v), after such
approval by vote or consent of the Limited Partners, and at any time prior to
the filing of the certificate of merger pursuant to Section 14.4, the
merger or consolidation may be abandoned pursuant to provisions therefor, if
any, set forth in the Merger Agreement.  (d)Notwithstanding
anything else contained in this Article XIV or in this Agreement, the
General Partner is permitted, in its discretion, without Limited Partner
approval, to merge the Partnership or any Group Member into, or convey all of
the Partnerships assets to, another limited liability entity which shall be
newly formed and shall have no assets, liabilities or operations at the time of
such Merger other than those it receives from the Partnership or other Group
Member if (i) the General Partner has received an Opinion of Counsel that
the merger or  121


conveyance, as the case may
be, would not result in the loss of the limited liability of any Limited
Partner or any Group Member or cause the Partnership or any Group Member to be
treated as an association taxable as a corporation or otherwise to be taxed as
an entity for federal income tax purposes (to the extent not previously treated
as such), (ii) the sole purpose of such merger or conveyance is to effect
a mere change in the legal form of the Partnership into another limited
liability entity and (iii) the governing instruments of the new entity
provide the Limited Partners and the General Partner with the same rights and
obligations as are herein contained.  Section 14.4           Certificate of Merger.  Upon
the required approval by the General Partner and the Unitholders of a Merger
Agreement, a certificate of merger shall be executed and filed with the
Secretary of State of the State of Delaware in conformity with the requirements
of the Delaware Act.  Section 14.5           Effect of Merger.  (a)At the
effective time of the certificate of merger:  (i)all of the
rights, privileges and powers of each of the business entities that has merged
or consolidated, and all property, real, personal and mixed, and all debts due
to any of those business entities and all other things and causes of action
belonging to each of those business entities, shall be vested in the Surviving
Business Entity and after the merger or consolidation shall be the property of
the Surviving Business Entity to the extent they were of each constituent
business entity;  (ii)the title to
any real property vested by deed or otherwise in any of those constituent
business entities shall not revert and is not in any way impaired because of
the merger or consolidation;  (iii)all rights of
creditors and all liens on or security interests in property of any of those
constituent business entities shall be preserved unimpaired; and  (iv)all debts,
liabilities and duties of those constituent business entities shall attach to
the Surviving Business Entity and may be enforced against it to the same extent
as if the debts, liabilities and duties had been incurred or contracted by it.  (b)A merger or
consolidation effected pursuant to this Article shall not be deemed to
result in a transfer or assignment of assets or liabilities from one entity to
another.  122


ARTICLE XV  RIGHT TO ACQUIRE LIMITED PARTNER
INTERESTS  Section 15.1           Right to Acquire Limited
Partner Interests.  (a)Notwithstanding
any other provision of this Agreement, if at any time more than 80% of the
total Limited Partner Interests of any class then Outstanding is held by the
General Partner and its Affiliates, the General Partner shall then have the
right, which right it may assign and transfer in whole or in part to the
Partnership or any Affiliate of the General Partner, exercisable in its sole
discretion, to purchase all, but not less than all, of such Limited Partner
Interests of such class then Outstanding held by Persons other than the General
Partner and its Affiliates, at the greater of (x) the Current Market Price
as of the date three days prior to the date that the notice described in Section 15.1(b) is
mailed and (y) the highest price paid by the General Partner or any of its
Affiliates for any such Limited Partner Interest of such class purchased during
the 90-day period preceding the date that the notice described in Section 15.1(b) is
mailed.  As used in this Agreement, (i) Current
Market Price as of any date of any class of Limited Partner Interests means
the average of the daily Closing Prices (as hereinafter defined) per Limited
Partner Interest of such class for the 20 consecutive Trading Days (as
hereinafter defined) immediately prior to such date; (ii) Closing Price
for any day means the last sale price on such day, regular way, or in case no
such sale takes place on such day, the average of the closing bid and asked
prices on such day, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted for trading on the principal National Securities Exchange (other than
the Nasdaq Stock Market) on which such Limited Partner Interests of such class
are listed or admitted to trading or, if such Limited Partner Interests of such
class are not listed or admitted to trading on any National Securities Exchange
(other than the Nasdaq Stock Market), the last quoted price on such day or, if
not so quoted, the average of the high bid and low asked prices on such day in
the over-the-counter market, as reported by the Nasdaq Stock Market or such
other system then in use, or, if on any such day such Limited Partner Interests
of such class are not quoted by any such organization, the average of the
closing bid and asked prices on such day as furnished by a professional market
maker making a market in such Limited Partner Interests of such class selected
by the General Partner, or if on any such day no market maker is making a
market in such Limited Partner Interests of such class, the fair value of such
Limited Partner Interests on such day as determined reasonably and in good
faith by the General Partner; and (iii) Trading Day means a day on which
the principal National Securities Exchange on which such Limited Partner
Interests of any class are listed or admitted to trading is open for the
transaction of business or, if Limited Partner Interests of a class are not
listed or admitted to trading on any National Securities Exchange, a day on
which banking institutions in New York City generally are open.  (b)If the General
Partner, any Affiliate of the General Partner or the Partnership elects to
exercise the right to purchase Limited Partner Interests granted pursuant to Section 15.1(a),
the General Partner shall deliver to the Transfer Agent notice of such election
to purchase (the Notice of Election to Purchase) and shall cause the Transfer
Agent to mail a copy of such Notice of Election to Purchase to the  123


Record Holders of Limited
Partner Interests of such class (as of a Record Date selected by the General
Partner) at least 10, but not more than 60, days prior to the Purchase Date.
Such Notice of Election to Purchase shall also be published for a period of at
least three consecutive days in at least two daily newspapers of general
circulation printed in the English language and published in the Borough of
Manhattan, New York. The Notice of Election to Purchase shall specify the
Purchase Date and the price (determined in accordance with Section 15.1(a))
at which Limited Partner Interests will be purchased and state that the General
Partner, its Affiliate or the Partnership, as the case may be, elects to purchase
such Limited Partner Interests, upon surrender of Certificates representing
such Limited Partner Interests, or, if uncertificated, upon surrender of
evidence satisfactory to the General Partner of ownership of such
uncertificated Limited Partner Interests, in exchange for payment, at such
office or offices of the Transfer Agent as the Transfer Agent may specify, or
as may be required by any National Securities Exchange on which such Limited
Partner Interests are listed or admitted to trading. Any such Notice of
Election to Purchase mailed to a Record Holder of Limited Partner Interests at
his address as reflected in the records of the Transfer Agent shall be
conclusively presumed to have been given regardless of whether the owner
receives such notice. On or prior to the Purchase Date, the General Partner,
its Affiliate or the Partnership, as the case may be, shall deposit with the
Transfer Agent cash in an amount sufficient to pay the aggregate purchase price
of all of such Limited Partner Interests to be purchased in accordance with
this Section 15.1. If the Notice of Election to Purchase shall have been
duly given as aforesaid at least 10 days prior to the Purchase Date, and if on
or prior to the Purchase Date the deposit described in the preceding sentence
has been made for the benefit of the holders of Limited Partner Interests
subject to purchase as provided herein, then from and after the Purchase Date,
notwithstanding that any Certificate, or other evidence satisfactory to the
General Partner of the ownership of any uncertificated Limited Partner
Interest, shall not have been surrendered for purchase, all rights of the
holders of such Limited Partner Interests (including any rights pursuant to
Articles IV, V, VI, and XII) shall thereupon cease, except the right to receive
the purchase price (determined in accordance with Section 15.1(a)) for
Limited Partner Interests therefor, without interest, upon surrender to the
Transfer Agent of the Certificates representing such Limited Partner Interests,
or, if uncertificated, upon surrender of evidence satisfactory to the General
Partner of the ownership of such Limited Partner Interests, and such Limited
Partner Interests shall thereupon be deemed to be transferred to the General
Partner, its Affiliate or the Partnership, as the case may be, on the record
books of the Transfer Agent and the Partnership, and the General Partner or any
Affiliate of the General Partner, or the Partnership, as the case may be, shall
be deemed to be the owner of all such Limited Partner Interests from and after
the Purchase Date and shall have all rights as the owner of such Limited
Partner Interests (including all rights as owner of such Limited Partner
Interests pursuant to Articles IV, V, VI and XII).  (c)At any time
from and after the Purchase Date, a holder of an Outstanding Limited Partner
Interest subject to purchase as provided in this Section 15.1 may
surrender  124


the Certificate evidencing
such Limited Partner Interest or, if uncertificated, evidence satisfactory to
the General Partner of the ownership of such Limited Partner Interest, to the
Transfer Agent in exchange for payment of the amount described in Section 15.1(a),
therefor, without interest thereon.  ARTICLE XVI  GENERAL PROVISIONS  Section 16.1           Addresses and Notices.  Any
notice, demand, request, report or proxy materials required or permitted to be
given or made to a Partner or Assignee under this Agreement shall be in writing
and shall be deemed given or made when delivered in person or when sent by
first class United States mail or by other means of written communication to
the Partner or Assignee at the address described below.  Any notice, payment or report to be given or made
to a Partner or Assignee hereunder shall be deemed conclusively to have been
given or made, and the obligation to give such notice or report or to make such
payment shall be deemed conclusively to have been fully satisfied, upon sending
of such notice, payment or report to the Record Holder of such Partnership
Securities at his address as shown on the records of the Transfer Agent or as
otherwise shown on the records of the Partnership, regardless of any claim of
any Person who may have an interest in such Partnership Securities by reason of
any assignment or otherwise.  An
affidavit or certificate of making of any notice, payment or report in
accordance with the provisions of this Section 16.1 executed by the
General Partner, the Transfer Agent or the mailing organization shall be prima
facie evidence of the giving or making of such notice, payment or report.  If any notice, payment or report addressed to
a Record Holder at the address of such Record Holder appearing on the books and
records of the Transfer Agent or the Partnership is returned by the United
States Postal Service marked to indicate that the United States Postal Service
is unable to deliver it, such notice, payment or report and any subsequent
notices, payments and reports shall be deemed to have been duly given or made
without further mailing (until such time as such Record Holder or another
Person notifies the Transfer Agent or the Partnership of a change in his
address) if they are available for the Partner or Assignee at the principal
office of the Partnership for a period of one year from the date of the giving
or making of such notice, payment or report to the other Partners and
Assignees.  Any notice to the Partnership
shall be deemed given if received by the General Partner at the principal
office of the Partnership designated pursuant to Section 2.3.  The General Partner may rely and shall be
protected in relying on any notice or other document from a Partner, Assignee
or other Person if believed by it to be genuine.  Section 16.2           Further Action.  The
parties shall execute and deliver all documents, provide all information and
take or refrain from taking action as may be necessary or appropriate to
achieve the purposes of this Agreement.  125


Section 16.3           Binding Effect.  This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their heirs, executors, administrators, successors, legal representatives
and permitted assigns.  Section 16.4           Integration.  This
Agreement constitutes the entire agreement among the parties hereto pertaining
to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto.  Section 16.5           Creditors.  None
of the provisions of this Agreement shall be for the benefit of, or shall be
enforceable by, any creditor of the Partnership.  Section 16.6           Waiver.  No
failure by any party to insist upon the strict performance of any covenant,
duty, agreement or condition of this Agreement or to exercise any right or
remedy consequent upon a breach thereof shall constitute waiver of any such
breach of any other covenant, duty, agreement or condition.  Section 16.7           Counterparts.  This
Agreement may be executed in counterparts, all of which together shall
constitute an agreement binding on all the parties hereto, notwithstanding that
all such parties are not signatories to the original or the same
counterpart.  Each party shall become
bound by this Agreement immediately upon affixing its signature hereto or, in
the case of a Person acquiring a Unit, upon accepting the certificate
evidencing such Unit or executing and delivering a Transfer Application as
herein described, independently of the signature of any other party.  Section 16.8           Applicable Law.  This
Agreement shall be construed in accordance with and governed by the laws of the
State of Delaware, without regard to the principles of conflicts of law.  Section 16.9           Invalidity of Provisions.  If
any provision of this Agreement is or becomes invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not be affected thereby.  Section 16.10         Consent of Partners.  Each
Partner hereby expressly consents and agrees that, whenever in this Agreement
it is specified that an action may be taken upon the affirmative vote or
consent of less than all of the Partners, such action may be so taken upon the
concurrence of less than all of the Partners and each Partner shall be bound by
the results of such action.  126


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.   GENERAL
  PARTNERK-SEA
  GENERAL PARTNER L.P.By:
  K-Sea
  General Partner GP LLCBy:
  /s/
  Timothy J. CaseyTimothy
  J. CaseyPresidentLIMITED
  PARTNERAll
  Limited Partners now and hereafter admitted as Limited Partners of the
  Partnership, pursuant to powers of attorney now and hereafter executed in
  favor of, and granted and delivered to the General Partner.By:
  K-SEA
  GENERAL PARTNER L.P.,as attorney-in-fact for the Limited
  Partners pursuant to the Powers of Attorney granted pursuant to Section 2.6By:
  K-Sea
  General Partner GP LLCBy:
  /s/ Timothy J. CaseyTimothy
  J. CaseyPresident  Signature
Page to Fourth Amended and Restated Agreement of Limited Partnership


EXHIBIT A  TO THE FOURTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
K-SEA TRANSPORTATION PARTNERS L.P.
CERTIFICATE EVIDENCING COMMON UNITS
REPRESENTING LIMITED PARTNER INTERESTS IN
K-SEA TRANSPORTATION PARTNERS L.P.  No.
  
  CommonUnits
  
  CUSIP 48268Y 10 1See reverse for certain definitions  In
accordance with Section 4.1 of the Fourth Amended and Restated Agreement
of Limited Partnership of K-Sea Transportation Partners L.P., as amended,
supplemented or restated from time to time (the Partnership Agreement), K-Sea Transportation Partners
L.P., a Delaware limited partnership (the Partnership),
hereby certifies that
                     (the
Holder) is the registered owner
of
                            Common
Units representing limited partner interests in the Partnership (the Common Units) transferable on the books
of the Partnership, in person or by duly authorized attorney, upon surrender of
this Certificate properly endorsed and accompanied by a properly executed
application for transfer of the Common Units represented by this
Certificate.  The rights, preferences and
limitations of the Common Units are set forth in, and this Certificate and the
Common Units represented hereby are issued and shall in all respects be subject
to the terms and provisions of, the Partnership Agreement.  Copies of the Partnership Agreement are on
file at, and will be furnished without charge on delivery of written request to
the Partnership at, the principal office of the Partnership located at One Tower
Center Boulevard, 17th Floor, East Brunswick, New Jersey 08816.  Capitalized terms used herein but not defined
shall have the meanings given them in the Partnership Agreement.  The
Holder, by accepting this Certificate, is deemed to have (i) requested admission
as, and agreed to become, a Limited Partner and to have agreed to comply with
and be bound by and to have executed the Partnership Agreement, (ii) represented
and warranted that the Holder has all right, power and authority and, if an
individual, the capacity necessary to enter into the Partnership Agreement, (iii) granted
the powers of attorney provided for in the Partnership Agreement and (iv) made
the waivers and given the consents and approvals contained in the Partnership
Agreement.  This
Certificate shall not be valid for any purpose unless it has been countersigned
and registered by the Transfer Agent and Registrar.  A-1


Witness
the facsimile Seal of the Partnership and the facsimile signatures of its duly
authorized officers.  K-Sea
  Transportation Partners L.P.
  
  Dated:Countersigned
  and Registered:By:
  K-Sea
  General Partner L.P., its GeneralPartnerBy:
  K-Sea
  General Partner GP LLC,its
  General PartnerBy:President
  and Chief
  
  
  Transfer
  Agent and RegistrarExecutive
  OfficerBy:
  
  
  
  By:Chief
  Financial Officer
  
  
  
  Authorized
  Signature  A-2


[Reverse of Certificate]  ABBREVIATIONS  The
following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:  TEN
  COM
  
  a
  tenants in common
  
  UNIF
  GIFT MIN ACTTEN
  ENT
  
  As
  tenants by the entireties
  
  Custodian(Minor)
  (Cust)JT
  TEN
  
  as
  joint tenants with the right of survivorship and not as tenants in common
  
  under
  Uniform Gifts to Minors
  
  (State)  Additional
abbreviations, though not in the above list, may also be used.  ASSIGNMENT OF COMMON UNITS
in
K-SEA TRANSPORTATION PARTNERS L.P.
IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
DUE TO TAX SHELTER STATUS OF K-SEA TRANSPORTATION PARTNERS L.P.  You
have acquired an interest in K-Sea Transportation Partners L.P., One Tower
Center Boulevard, 17th Floor, East Brunswick, New Jersey 08816, whose taxpayer
identification number is 20-0194477. The Internal Revenue Service has issued
K-Sea Transportation Partners L.P. the following tax shelter registration
number: .  YOU
MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE SERVICE IF YOU
CLAIM ANY DEDUCTION, LOSS, CREDIT OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY
REASON OF YOUR INVESTMENT IN K-SEA TRANSPORTATION PARTNERS L.P.  You
must report the registration number as well as the name and taxpayer
identification number of K-Sea Transportation Partners L.P. on Form 8271.  FORM 8271 MUST BE ATTACHED TO THE RETURN
ON WHICH YOU CLAIM THE DEDUCTION, LOSS, CREDIT OR OTHER TAX BENEFIT OR REPORT
ANY INCOME BY REASON OF YOUR INVESTMENT IN K-SEA TRANSPORTATION PARTNERS L.P.  If
you transfer your interest in K-Sea Transportation Partners L.P. to another
person, you are required by the Internal Revenue Service to keep a list
containing (a) that persons name, address and taxpayer identification
number, (b) the date on which you transferred the interest and (c) the
name, address and tax shelter registration number of K-Sea Transportation
Partners L.P. If you do not want to keep such a list, you must (1) send
the information specified above to the Partnership, which will keep the list
for this tax shelter, and (2) give a copy of this notice to the person to
whom you transfer your interest.  Your
failure to comply with any of the above-described responsibilities could result
in the imposition of a penalty under Section 6707(b) or  A-3


6708(a) of
the Internal Revenue Code of 1986, as amended, unless such failure is shown to
be due to reasonable cause.  ISSUANCE
OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS INVESTMENT OR THE CLAIMED
TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED OR APPROVED BY THE INTERNAL REVENUE
SERVICE.  A-4


FOR VALUE RECEIVED,
  
  hereby assigns, conveys,
  sells and transfers unto(Please
  print or typewrite name and
  
  (Please insert Social Security or otherAddress
  including zip code of Assignee)
  
  Identifying number of AssigneeCommon Units representing limited partner interests evidenced by this
  Certificate, subject to the Partnership Agreement, and does hereby
  irrevocably constitute and appoint
                        as
  its attorney-in-fact with full power of substitution to transfer the same on
  the books of K-Sea Transportation Partners L.P.Date:
  
  
  NOTE:
  The
  signature to any endorsement hereon must correspond with the name as written
  upon the face of this Certificate in every particular, without alteration, enlargement
  or change.THE
  SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
  (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
  MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
  S.E.C. RULE 17Ad-15(Signature)(Signature)Signature(s) Guaranteed  No
transfer of the Common Units evidenced hereby will be registered on the books
of the Partnership, unless the Certificate evidencing the Common Units to be
transferred is surrendered for registration or transfer and an Application for
Transfer of Common Units has been executed by a transferee either (a) on
the form set forth below or (b) on a separate application that the
Partnership will furnish on request without charge.  A transferor of the Common Units shall have no
duty to the transferee with respect to execution of the transfer application in
order for such transferee to obtain registration of the transfer of the Common
Units.  A-5


EXHIBIT B  TO THE FOURTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
K-SEA TRANSPORTATION PARTNERS L.P.
CERTIFICATE EVIDENCING COMMON UNITS
REPRESENTING LIMITED PARTNER INTERESTS IN
K-SEA TRANSPORTATION PARTNERS L.P.  APPLICATION FOR TRANSFER OF COMMON UNITS  The
undersigned (Assignee) hereby
applies for transfer to the name of the Assignee of the Common Units evidenced
hereby.  The
Assignee (a) requests admission as a Substituted Limited Partner and
agrees to comply with and be bound by, and hereby executes, the Fourth Amended
and Restated Agreement of Limited Partnership of K-Sea Transportation Partners
L.P. (the Partnership), as
amended, supplemented or restated to the date hereof (the Partnership Agreement), (b) represents
and warrants that the Assignee has all right, power and authority and, if an
individual, the capacity necessary to enter into the Partnership Agreement, (c) appoints
the General Partner of the Partnership and, if a Liquidator shall be appointed,
the Liquidator of the Partnership as the Assignees attorney-in-fact to
execute, swear to, acknowledge and file any document, including, without
limitation, the Partnership Agreement and any amendment thereto and the
Certificate of Limited Partnership for the Partnership and any amendment
thereto, necessary or appropriate for the Assignees admission as a Substituted
Limited Partner and as a Party to the Partnership Agreement, (d) gives the
powers of attorney provided for in the Partnership Agreement, and (e) makes
the waivers and gives the consents and approvals contained in the Partnership
Agreement. Capitalized terms not defined herein have the meanings assigned to
such terms in the Partnership Agreement.  Date:Social
  Security or other identifying number of Assignee
  
  Signature
  of AssigneePurchase
  Price including commissions, if any
  
  Name
  and Address of Assignee1.
  Type
  of Entity (check one):oIndividual
  oPartnership
  oCorporationoTrust
  oOther
  (Describe)2.
  Nationality
  (for taxation purposes) (check one):oU.S. Citizen
  oNon-resident
  Alien  B-1


oForeign
  Corporation  If
a U.S. Citizen, Resident or Domestic Entity box is checked, Certification B-1
must be completed.  Under Section 1445(e) of the Internal Revenue Code of 1986,
as amended (the Code), the
Partnership must withhold tax with respect to certain transfers of property if
a holder of an interest in the Partnership is a foreign person.  To inform the Partnership that no withholding
is required with respect to the undersigned interestholders interest in it,
the undersigned hereby certifies as set forth in B-1 (or, if applicable,
certifies the following on behalf of itself and the interestholder).  3.
  Citizenship
  (for Maritime purposessee Maritime Citizenship definitions below) (check
  one):oCitizen of
  the United States
  oNon-Citizen
  of the United States  If
a Citizen of the United States box is checked, Certification B-2 must be
completed.  Under
Part 67 of Title 46 of the Code of Federal Regulations (CFR), if the
undersigned is an individual, the undersigned is deemed a Citizen of the United
States (for maritime purposes) if the undersigned is:  ·native born,
or ·naturalized,
or ·a derivative
Citizen of the United States, or ·otherwise
qualifies as a United States Citizen.  If
the undersigned is a Partnership, Limited Liability Company or Limited
Partnership, the entity is deemed a Citizen of the United States (for maritime
purposes) if the undersigned is:  ·organized
under the laws of the United States or a State, and ·each general
partner or manager is a Citizen of the United States, and ·not less than 75.0% of the interest and
voting power of the partnership, limited liability company or limited
partnership is ultimately held by Citizens of the United States free of any
voting trust, fiduciary arrangement or other agreement, arrangement or
understanding whereby non-citizens may directly or indirectly assert
control.(1)  If
the undersigned is a Corporation, the undersigned is deemed a Citizen of the
United States (for maritime purposes) if the undersigned is:  ·organized
under the laws of the United States or a State, and  
 (1)If the stock,
partnership interest, limited liability company interest or any other interest
is owned by a corporation, partnership, limited liability company or other
entity, each such entity must qualify as a Citizen of the United States and
must complete an Application for Transfer of Common Units.  Correspondingly, if the ownership interest is
divided into classes, groups, etc., the U.S. citizenship requirements will
apply to each such class or  B-2


group
of partnership interest and Application for Transfer of Common Units.  ·each of its president or other chief
executive and the chairman of its board of directors is a Citizen of the United
States, and  ·no more than a minority of the number of its
directors necessary to constitute a quorum for the transaction of business are
non-Citizens of the United States, and  ·not less than 75.0% of the shares
(beneficially and of record) are owned by Citizens of the United States.(2)  
 (2)If the
undersigned is a trust, joint venture, association or other entity, the
undersigned is deemed a Citizen of the United States (for maritime purposes) if
(a) all of the members and beneficiaries of the trust, joint venture,
association or other entity are Citizens of the United States, (b) the
trustee or other representative of the undersigned is a Citizen of the United
States, and (c) not less than 75.0% of the interest and voting power of
the trust, joint venture, association or other entity is ultimately held by
Citizens of the United States.  B-3


Certification
B-1  Complete
Either A or B:  A.Individual
Interestholder  1.I am not a
non-resident alien for purposes of U.S. income taxation.  2.My U.S.
taxpayer identification number (Social Security Number) is .  3.My home address
is .  B.Partnership,
Corporation or Other Interestholder  1.is not a
foreign corporation, foreign partnership, foreign trust or foreign estate (as
those terms are defined in the Code and Treasury Regulations).  2.The
interestholders U.S. employer identification number is .  3.The
interestholders office address and place of incorporation (if applicable) is  The
interestholder agrees to notify the Partnership within sixty (60) days of the
date the interestholder becomes a foreign person.  The
interestholder understands that this certificate may be disclosed to the
Internal Revenue Service by the Partnership and that any false statement
contained herein could be punishable by fine, imprisonment or both.  Under
penalties of perjury, I declare that I have examined this certification
and, to the best of my knowledge and belief, it is true, correct and complete
and, if applicable, I further declare that I have authority to sign this
document on behalf of:   Name of AssigneeSignature and DateTitle (if applicable)  Note:If the Assignee is a broker, dealer, bank,
trust company, clearing corporation, other nominee holder or an agent of any of
the foregoing, and is holding for the account of any other person, this application
should be completed by an officer thereof or, in the case of a broker or
dealer, by a registered representative who is a member of a registered national
securities  B-4


exchange
or a member of the National Association of Securities Dealers, Inc., or,
in the case of any other nominee holder, a person performing a similar
function.  If the Assignee is a broker,
dealer, bank, trust company, clearing corporation, other nominee owner or an
agent of any of the foregoing, the above certification as to any person for
whom the Assignee will hold the Common Units shall be made to the best of the
Assignees knowledge.  B-5


Certification
B-2  Complete
Either A or B or C:  A.Individual
Interestholder  I
certify that I qualify as a United States Citizen (as defined in the
Application for Transfer of Common Units to which this Certification is
attached) because:  1.I am native
born, or  2.I am
naturalized, or  3.I am a
derivative citizen, or  4.I otherwise
qualify as a United States Citizen.  B.Partnership,
Limited Liability Company, Limited Partnership, or Other Interestholder  1.is a United
States Citizen (as defined in the Application for Transfer of Common Units to
which this Certification is attached), and  2.is organized
under the laws of the United States or a State, and  3.Each general
partner or manager is a United States Citizen, and  4.Not less than
75.0% of the interest and voting power in is ultimately held by United States
Citizens.  C.Corporation  1.is a United
States Citizen (as defined in the Application for Transfer of Common Units to
which this certification is attached), and  2.is organized
under the laws of the United States or a State, and  3.The president
or other chief executive and the chairman of the board of directors is a
citizen (if relevant), and  4.No more than a
minority of directors necessary to constitute a quorum for the transaction of
business are non-citizens, and  5.Not less than
75.0% of the interest and voting power in is ultimately held by United States
Citizens.  B-6


D.Trust  1.is a United
States Citizen (as defined in the Application for Transfer of Common Units to
which this certification is attached), and  2.The trustee or
other representative of is a United States Citizen, and  3.Not less than
75.0% of the interest and voting power in is ultimately held by United States
Citizens.  Under
penalties of perjury, I declare that I have examined this certification
and, to the best of my knowledge and belief, it is true, correct and complete
and, if applicable, I further declare that I have authority to sign this
document on behalf of:  Name of AssigneeSignature and DateTitle (if applicable)  Note:If the Assignee
is a broker, dealer, bank, trust company, clearing corporation, other nominee
holder or an agent of any of the foregoing, and is holding for the account of
any other person, this application should be completed by an officer thereof
or, in the case of a broker or dealer, by a registered representative who is a
member of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc., or, in the case of any other
nominee holder, a person performing a similar function.  If the Assignee is a broker, dealer, bank,
trust company, clearing corporation, other nominee owner or agent of any of the
foregoing, the above certification shall be made both as to (a) such
broker, dealer, bank, trust company, clearing corporation, other nominee owner
or agent and (b) any person for whom the Assignee will hold the Common
Units based on a similar certification from such beneficial owner.  B-7


EXHIBIT C  TO THE FOURTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
K-SEA TRANSPORTATION PARTNERS L.P.  SERIES A CONVERSION NOTICE  [DATE]  K-Sea
Transportation Partners L.P.:  The
undersigned hereby elects to convert the number of Series A Convertible
Preferred Units (Series A Preferred Units) of K-Sea Transportation
Partners L.P., a Delaware limited partnership (the Partnership), indicated
below into the number of common units (Common Units) of the Partnership
indicated below.  If Common Units are to
be issued in the name of a person other than the holder of such Series A
Preferred Units, such holder will pay all transfer taxes payable with respect
thereto and will deliver such certificates and opinions as may be required by
the Partnership or its transfer agent. No fee will be charged to the holders
for any conversion, except for any such transfer taxes.  Number
  of Series A Preferred Units to be Converted:Name(s) in
  which Common Units are to be Issued:Number
  of Common Units to be Received by Holder (or designated recipients):   [HOLDER]BY:NAME:TITLE:  C-1


EXHIBIT D  TO THE FOURTH AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
K-SEA TRANSPORTATION PARTNERS L.P.  SERIES A FORCED CONVERSION NOTICE  [DATE]  [HOLDER]:  K-Sea
Transportation Partners L.P. (the Partnership) hereby elects to force
conversion of the Series A Preferred Units (Series A Preferred Units)
of the Partnership pursuant to Section 5.12(b)(viii)(C) of the Fourth
Amended and Restated Agreement of Limited Partnership of the Partnership.  The Series A Preferred Units will be
converted into the number of common units (Common Units) of the Partnership
indicated below.  If Common Units are to
be issued in the name of a person other than the holder of such Series A
Preferred Units, such holder will pay all transfer taxes payable with respect
thereto and will deliver such certificates and opinions as may be required by
the Partnership or its transfer agent. No fee will be charged to the holders
for any conversion, except for any such transfer taxes.  Series A
  Conversion Rate as of theSeries A
  Forced Conversion Notice Date:Number
  of Common Units to beReceived
  by Holder (or designated recipients):   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:NAME:TITLE:  D-1