Exhibit 99.8 
   AMENDMENT NO. 3  to
CREDIT FACILITY AGREEMENT
PROVIDING FOR A
US$57,600,000
SECURED TERM LOAN CREDIT FACILITY  TO BE MADE AVAILABLE TO
K-SEA OPERATING PARTNERSHIP L.P.,
as Borrower  BY  DNB NOR BANK ASA,
as Mandated Lead Arranger, Bookrunner, Administrative Agent
and Security Trustee,  and the Banks and Financial
Institutions
identified on Schedule 1,
as Lenders 
   August 31, 2010


AMENDMENT NO. 3 TO CREDIT
FACILITY AGREEMENT AND AMENDMENT TO
AMENDMENT LETTER RE COVENANTS 9.3(A) AND 9.3(B)  THIS AMENDMENT NO. 3 TO CREDIT FACILITY AGREEMENT
AND AMENDMENT TO AMENDMENT LETTER RE COVENANTS 9.3(A) AND 9.3(B) (this
Amendment) is made as of the 31st day of August, 2010, and amends and is
supplemental to that certain credit facility agreement dated as of June 4,
2008, as amended (as so amended, the Credit Agreement), and is by and among
(1) K-SEA OPERATING PARTNERSHIP L.P., a limited partnership organized and
existing under the laws of the State of Delaware (the Borrower), (2) the
banks and financial institutions listed on Schedule 1 thereto, as lenders
(together with any bank or financial institution which becomes a Lender
pursuant to Section 10 of the Credit Agreement, the Lenders), and (3) DNB
NOR BANK ASA, a banking company organized and existing under the laws of the
Kingdom of Norway (DnB NOR), as mandated lead arranger (in such capacity, the
Mandated Lead Arranger), as bookrunner (in such capacity, the Bookrunner),
as administrative agent for the Lenders (in such capacity, the Administrative
Agent) and as security trustee for the Lenders (in such capacity, the
Security Trustee). Unless otherwise defined herein, the capitalized terms
used herein shall have the meanings assigned to such terms in the Credit
Agreement.  WI T N E S S E T H  WHEREAS, pursuant to the terms of the Credit
Agreement, the Lenders made available to the Borrower a secured term loan
credit facility in the amount of 80% of the Acquisition Costs of the 185,000
barrel articulated tug and barge unit, subject to a maximum aggregate amount of
Fifty Seven Million Six Hundred Thousand United States Dollars ($57,600,000);  WHEREAS, the Borrower, the Lenders and the
Administrative Agent are parties to the Amendment Letter Re Covenants 9.3(a) and
9.3(b), dated June 25, 2010 (as heretofore amended and supplemented, and
as it may be further amended, restated, supplemented or otherwise modified from
time to time, the Letter);  WHEREAS, the parties to this Amendment desire to (i) amend
the Credit Agreement and (ii) extend the Period as such term is defined
in the Letter, as set forth herein;  NOW, THEREFORE, in consideration of the premises set
forth above, the covenants and agreements hereinafter set forth, and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:  1.Amendment of
the Credit Agreement. The parties hereto agree that effective as of the
date hereof:  (a)All references
to this Agreement shall be deemed to refer to the Credit Agreement as amended
hereby.  (b)All references
to this Agreement in each of the other Transaction Documents shall be deemed to
be references to the Credit Agreement as amended hereby.


(c)Section 1.1
of the Credit Agreement is hereby amended as follows:  (i)The definition
of Amendment No. 3 shall be inserted as follows:  means the amendment, dated as of August 31,
2010, to the Credit Agreement, by and among the Borrower, the Lenders, the
Mandated Lead Arranger, the Bookrunner, the Administrative Agent and the
Security Trustee;  (ii)The definition
of Amendment No. 3 Effective Date shall be inserted as follows:  means the date upon which all conditions precedent
set out in Section 4 of Amendment No. 3 are fulfilled and Amendment
No. 3 becomes effective;  (iii)The definition
of Applicable Margin is hereby deleted in its entirety and replaced with the
following:  means the rate per annum to be determined from time
to time according to the Borrowers Total Debt to EBITDA Ratio, as follows:  Total Debt to
  EBITDA Ratio
  
  Applicable
  Margin=> 6.00
  
  5.75% per annum=> 5.00 and < 6.00
  
  5.25% per annum=> 4.50 and < 5.00
  
  4.75% per annum=> 3.50 and < 4.50
  
  4.25% per annum=> 2.50 and < 3.50
  
  3.75% per annum=> 1.50 and <2.50
  
  3.25% per annum< 1.50
  
  2.75%per annum  such determination to be made in accordance with
Section 6.1, provided, however, commencing on January 1,
2011, the Applicable Margin associated with a Total Debt to EBITDA Ratio that
exceeds 6.00 shall increase by 0.50% per annum and shall continue to increase
by an additional 0.50% per annum for each fiscal quarter thereafter in which
the Total Debt to EBITDA Ratio exceeds 6.00;  2


(viii)non-recurring
insurance call cost in an aggregate amount not to exceed $1,029,000 incurred
during the fourth quarter of the 2010 fiscal year;  (ix)non-recurring
costs and expenses, including, but not limited to, the fees and expenses
associated with (i) Amendment No. 3 and (ii) the Equity Contribution;
and  (x)losses from the
sale, exchange or other disposition of assets incurred during such period;
minus  (3)to the extent
that any of the items described in clauses (i) or (ii) below were
added in calculating such net income:  (i)gains from sales,
exchanges and other dispositions of assets not in the ordinary course of
business; and  (ii)noncash
gains;  (vi)The definition
of Equity Contribution shall be inserted as follows:  means the equity contribution in an aggregate gross
amount of not less than Eighty Five Million Dollars ($85,000,000) to be
provided to the Borrower as consideration for convertible preferred units of
the Borrower, such equity contribution, related agreements and parties thereto
to be satisfactory to the Administrative Agent and Lenders in their sole
discretion;  (vii)The definition
of Fixed Charge Coverage Ratio is hereby deleted in its entirety and replaced
with the following:  means, at any date of determination, the ratio of
(a) EBITDA less (i) Maintenance CAPEX, (ii) Unfunded Growth
CAPEX in excess of the amounts set forth in the budget provided to the
Administrative Agent on May 14, 2010, (iii) Unfunded Improvement
CAPEX in excess of the amounts set forth in the budget provided to the
Administrative Agent on May 14, 2010 and (iv) cash dividends paid in
fiscal year 2011 and each fiscal year thereafter, divided by the sum of (b) Fixed
Charges, in each case for the four fiscal quarter period ending on such date
or, if such date is not the last day of a fiscal quarter, for the immediately
preceding four fiscal quarter period; provided that, for any
such determination, (i) EBITDA shall be adjusted to include, for the
relevant four fiscal quarter period, pro forma EBITDA and (ii) the Fixed
Charges shall be adjusted to include the pro forma interest and debt service  4


expenses associated with any acquired assets or
entities, in an amount reasonably acceptable to the Administrative Agent
respecting any vessel or business acquisition for which debt service is
incurred. Additionally, Fixed Charges shall be adjusted to include the pro
forma reduction of Interest Expense associated with the partial prepayment of
the loan outstanding under the Revolver Loan Agreement that was funded by the
Equity Contribution or any subsequent equity investment. For the purposes of
calculating such pro forma reduction of Interest Expense associated with the
Equity Contribution, such Interest Expense shall be reduced by $4,748,000 for
the twelve month period ending September 30, 2010, by $3,453,000 for the
twelve month period ending December 31, 2010, by $2,158,000 for the twelve
month period ending March 31, 2011, and by $863,000 for the twelve month
period ending June 30, 2011;  (viii)The definition
of Fixed Charges is hereby deleted in its entirety and replaced with the
following:  means the sum, for any period for the Parent
Guarantor and its consolidated Affiliates, including, without limitation, the
Borrower and the Parent Guarantor, on a consolidated basis, of the following:
(a) Interest Expense (as reduced in connection with the Equity
Contribution), plus (b) the current portion of Capital Lease Obligations,
plus (c) Scheduled Principal Payments, plus (d) cash income taxes;  (ix)The definition
of Growth CAPEX shall be inserted as follows:  means Capital Expenditures the proceeds of which
shall be used for the acquisition or construction of vessels;  (x)The definition
of Improvement CAPEX shall be inserted as follows:  means all Capital Expenditures other than those
that constitute either Growth CAPEX or Maintenance CAPEX;  (xi)The definition
of Maximum Distribution Amount shall be inserted as follows:  means an amount equal to $0.45 per outstanding unit
of Capital Stock of the Borrower, which amount shall be adjusted for (a) any
subdivision of the outstanding units of Capital Stock into a larger number of
units and (b) any combination of the outstanding units of Capital Stock
into a smaller number of units, in each case at the time of such event, by
multiplying such amount by a fraction (i) the  5


numerator of which shall be the total number of
outstanding units immediately prior to such event and (ii) the denominator
of which shall be the total number of outstanding units immediately after such
event;  (xii)The definition
of Minimum Liquidity shall be inserted as follows:  means the Borrowers unrestricted cash plus the
available amount under the Revolver Loan Agreement;  (xiii)The definition
of Permitted Acquisition is amended by deleting subclause (b) thereof in
its entirety and replacing it with the following:  (b) such Person or business unit, as the case
may be, is in a substantially related business as the Borrower;  (xiv)The definition
of Revolver Loan Agreement shall be inserted as follows:  means the Amended and Restated Loan and Security
Agreement dated as of August 14, 2007 by and among the Borrower, as
borrower, (Bank of America N.A. (successor to LaSalle Bank National
Association) and Citibank, N.A. as Co-Syndication Agents and lenders, Citizens
Bank of Pennsylvania and HSBC Bank USA National Association, as
Co-Documentation Agents and lenders, and Keybank National Association, as
Administrative Agent and Collateral Trustee for the lenders, as amended from
time to time;  (xv)The definition
of Scheduled Principal Payments is hereby deleted in its entirety and
replaced with the following:  means, with respect to any Person all scheduled
payments of principal on Indebtedness paid by such Person during the twelve
(12) calendar month period immediately preceding such date; provided, however,
that the following shall be excluded in determining Scheduled Principal
Payments (i) any such scheduled payments funded from third party
refinancings or any asset sales or (ii) any such scheduled payments funded
from any equity investments;  (xvi)The definition
of Unfunded Growth CAPEX shall be inserted as follows:  means Growth CAPEX that is provided from either (i) operating
cash flow of the Borrower or any of its Subsidiaries or (ii) from any proceeds
of the Loans (as defined in the Revolver Loan  6


Agreement). Such term shall not include Growth CAPEX
that is funded from debt (other than debt associated with the Loans (as defined
in the Revolver Loan Agreement)) or from equity investments that occur after
the Amendment No. 3 Effective Date;  (xvii)The definition
of Unfunded Improvement CAPEX shall be inserted as follows:  means Improvement CAPEX that is provided from
either (i) operating cash flow of the Borrower or any of its Subsidiaries
or (ii) from any proceeds of the Loans (as defined in the Revolver Loan
Agreement). Such term shall not include Improvement CAPEX that is funded from
debt (other than debt associated with the Loans (as defined in the Revolver
Loan Agreement)) or from equity investments that occur after the Amendment No. 3
Effective Date;  (d)Section 9.1(d) of
the Credit Agreement shall be amended to include subsection (vi) as
follows:  (vi) copies of all financial statements,
updates, reviews and any other reports and other communications provided to any
of the Borrowers other creditors;  (e)Section 9.2(j) of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:  (j)Limitations on
Advances and Distributions. (1) so long as any amounts
are outstanding under the Revolver Loan Agreement or until the Revolver Loan
Agreement is refinanced, Borrower shall not, and will not permit any of the
Subsidiaries to, declare or make, or agree to pay for or make, directly or
indirectly, any Distribution, provided that Borrower and the
Subsidiaries may make each of the following: (i) dividends by the Borrower
payable solely in Capital Stock of the Borrower; (ii) dividends and
Distributions by any Subsidiary of Borrower payable to Borrower or any other
Subsidiary of Borrower; and (iii) cash Distributions by Borrower for any
purpose; provided, in the case of this sub-clause (iii) that (A) each
of such cash distributions may not be paid more than once in respect of any
fiscal quarter period (each such period for purposes herein, a Test Quarter),
(B) such cash distributions paid in respect of any Test Quarter shall not
exceed the Maximum Distribution Amount, (C) no such cash Distributions may
be paid with respect to a Test Quarter until such time as the financial
statements required to be delivered pursuant to Section 9.1(d)(i) and
Section 9.1(d)(ii) in respect of such Test Quarter have been
delivered to the Administrative Agent in accordance with Section 9.1(d)(i) and
Section 9.1(d)(ii), (D) at the time of the declaration of any such
cash Distribution, both before and after giving effect thereto, (I) no
Default  7


shall have occurred and be continuing or result from
any such declaration, (II) liquidity shall be not less than $17,500,000,
(III) the Total Funded Debt to EBITDA Ratio shall be less than 5.0 to 1.0,
(IV) the Fixed Charge Coverage Ratio (measured on a three month trailing
basis) shall be greater than or equal to 1.0 to 1.0 for each of the two fiscal
quarters immediately preceding the relevant cash Distribution, provided, however,
that in no event shall such test be performed or any cash Distributions
declared prior to the end of the fiscal quarter ending March 31, 2011, and
(V) the projected Fixed Charge Coverage Ratio (in the good faith estimate
of the Borrower) for the four-quarter fiscal period following the fiscal
quarter in respect of which such cash Distribution is declared shall be greater
than or equal to 1.0 to 1.0; provided, however, the Fixed
Charge Coverage Ratio (measured on a three month basis) for at least three of
the four fiscal quarters of such four-quarter fiscal period shall be greater
than or equal to 1.0 to 1.0, and (E) at the time of the payment of any
such cash Distribution, both before and after giving effect to the payment
thereof, (I) no Default shall have occurred and be continuing or result from
any such payment, (II) liquidity shall be not less than $17,500,000, (III) the
Total Funded Debt to EBITDA Ratio shall be less than 5.0 to 1.0, (IV) the
Fixed Charge Coverage Ratio (measured on a three month basis) shall be greater
than or equal to 1.0 to 1.0 for each of the two fiscal quarters immediately
preceding the relevant cash Distribution, provided, however,
that in no event shall such test be performed or any cash Distributions be made
prior to the end of the fiscal quarter ending March 31, 2011, and (V) the
projected Fixed Charge Coverage Ratio (in the good faith estimate of the
Borrower) for the four-quarter fiscal period following the fiscal quarter in
respect of which such cash Distribution is paid shall be greater than or equal
to 1.0 to 1.0; provided, however, the Fixed Charge Coverage
Ratio (measured on a three month trailing basis for at least three of the four
fiscal quarters of such four-quarter fiscal period shall be greater than or
equal to 1.0 to 1.0; or (2) so long as any amounts are outstanding under
the Revolver Loan Agreement or until the Revolver Loan Agreement is refinanced,
Borrower shall not, and will not permit any of the Subsidiaries to make any
loans or advances to any Affiliate or related Persons of the Borrower, except the
Parent Guarantor and wholly-owned Subsidiaries of the Borrower; or (3) if
there are no amounts outstanding under the Revolver Loan Agreement or the
Revolver Loan Agreement has been refinanced, and the Borrowers liquidity is
$17,500,000 or greater, the Borrower may declare or make, or agree to pay for
or make, directly or indirectly, Distributions in an amount not to exceed the
Maximum Distribution Amount on a relevant fiscal quarter basis;  (f)Section 9.2(m) of
the Credit Agreement shall be inserted as follows:  (m)Limitation on
Funded Growth CAPEX. so long as any amounts are outstanding under the
Revolver Loan Agreement or until the Revolver Loan Agreement is  8


refinanced, in any fiscal year, incur in excess of $30,000,000, in the
aggregate, in Growth CAPEX and Permitted Acquisitions;  (g)Section 9.2(n) of
the Credit Agreement shall be inserted as follows:  (n)Limitation on
Improvement CAPEX. so long as any amounts are outstanding under the
Revolver Loan Agreement or until the Revolver Loan Agreement is refinanced, in
any fiscal year, incur in excess of $15,000,000 in Improvement CAPEX;  (h)Section 9.2(o) of
the Credit Agreement shall be inserted as follows:  (o)Limitation on
Off Balance Sheet Financing. enter into any off balance
sheet financing after the date hereof.  (i)Section 9.3(a) of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:  (a)Fixed Charge
Coverage Ratio. procure that the Parent Guarantor maintains at the
end of each fiscal quarter a minimum Fixed Charge Coverage Ratio for each
fiscal quarter set forth below with respect to such fiscal quarter as follows:  Period
  
  RatioFor the fiscal quarter ending June 30, 2010
  
  0.75 to 1.00For the fiscal quarter ending September 30, 2010
  
  0.50 to 1.00For the fiscal quarter ending December 31, 2010
  
  0.50 to 1.00For the fiscal quarter ending March 31, 2011
  
  0.60 to 1.00For the fiscal quarter ending June 30, 2011
  
  0.60 to 1.00For the fiscal quarter ending September 30, 2011
  
  0.70 to 1.00For the fiscal quarter ending December 31, 2011
  
  0.70 to 1.00For the fiscal quarter ending March 31, 2012
  
  0.75 to 1.00For the fiscal quarter ending June 30, 2012 and thereafter
  
  1.05 to 1.00  9


(j)Section 9.3(b) of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:  (b)Total Debt to
EBITDA Ratio. maintain, at the end of each fiscal quarter of the
Parent Guarantor, for the immediately preceding four fiscal quarters, a Total
Debt to EBITDA Ratio not greater than the ratio set forth below with respect to
such period:  Period
  
  RatioFor the fiscal quarter ending June 30, 2010
  
  6.50 to 1.00For the fiscal quarter ending September 30, 2010
  
  6.90 to 1.00For the fiscal quarter ending December 31, 2010
  
  6.90 to 1.00For the fiscal quarter ending March 31, 2011
  
  6.75 to 1.00For the fiscal quarter ending June 30, 2011
  
  6.50 to 1.00For the fiscal quarter ending September 30, 2011
  
  5.75 to 1.00For the fiscal quarter ending December 31, 2011
  
  5.20 to 1.00For the fiscal quarter ending March 31, 2012
  
  4.85 to 1.00For the fiscal quarter ending June 30, 2012 and thereafter
  
  4.40 to 1.00  2.Covenant Status. Should any of
the covenants under the Revolver Loan Agreement, or any refinancing thereof, be
deemed by the Administrative Agent or Majority Lenders to be more favorable to
the lenders thereunder than the corresponding terms of Sections 9.1, 9.2(j),
9.2(m), 9.2(n) and 9.3 of the Credit Agreement, as amended, are to the
Lenders, the Borrower hereby agrees that the Administrative Agent may, and upon
instruction of the Majority Lenders shall, require that the Borrower enter into
an amendment thereto amending the covenants in Sections 9.1, 9.2(j), 9.2(m),
9.2(n) and 9.3 of the Credit Agreement, as amended, and any necessary
defined terms to substantially conform to those covenants in the Revolver Loan
Agreement, or any refinancing thereof, which the Administrative Agent or
Majority Lenders, as the case may be, consider to be more favorable.  3.Amendment to
Letter. The first sentence of the third paragraph of the Letter is hereby
deleted in its entirety and replaced with the following:  10


The Borrower hereby requests that the
Administrative Agent and the Lenders execute this Amendment Letter (the
Letter) to evidence their agreement to continue to negotiate changes in the
Relevant Covenants from the date hereof through the earlier of (i) the
effective date of that certain Amendment No. 3 to the Credit Agreement and
(ii) September 10, 2010, (the Period) and, in the event the
Borrower is not in compliance with such Relevant Covenants, to evidence the
temporary waiver thereof during the Period by the Administrative Agent and the
Lenders.  4.Amendment
No. 3 Effective Date. This Amendment No. 3 shall be effective
on the Amendment No. 3 Effective Date, which shall be notified, in
writing, by the Administrative Agent to the Borrower (which notification shall
be conclusive). Notwithstanding the foregoing, Section 3 hereto
(Amendment to Letter) is effective on the date first above written.  5.Conditions
Precedent to the Effectiveness of this Amendment. The effectiveness of this
Amendment shall be expressly subject to the following conditions precedent and
the following conditions precedent shall be fulfilled on or before the
Amendment No. 3 Effective Date:  (a)This Amendment. The Borrower
shall have duly executed and delivered this Amendment to the Administrative Agent
and Lenders;  (b)Consent,
Agreement and Affirmation. Each of the Guarantors shall have duly
executed and delivered the Consent, Agreement and Reaffirmation attached hereto
(the Consent);  (c)Corporate
Authority. The Administrative Agent shall have received a
certificate substantially in the form attached as Exhibit K to the Credit
Agreement from an officer of each Security Party which certificate shall
certify and, in the case of items (i) through (iii) below, attach
true and complete copies of the following:  (i)the
Constitutional Documents of such Security Party;  (ii)the resolutions
of the board of directors and equity holders (or as otherwise required by such
Security Partys Constitutional Documents or by applicable law) evidencing
approval of the Amendment or Consent, as the case may be, and authorizing an
appropriate officer or officers or attorney-in-fact or attorneys-in-fact to
execute the same on its behalf, or other evidence of such approvals and
authorizations;  (iii)all documents
evidencing any other necessary action (including actions by such parties
thereto other than the Security Parties as may be required by the
Administrative Agent), approvals or consents with respect to the Amendment or
Consent, as the case may be;  11


(iv)the names,
titles and signatures of each of the officers and directors of such Security
Party;  (v)with respect to
the Borrower and the Shipowner Guarantor only, the record ownership of all of
such Security Partys issued and outstanding Capital Stock; and  (vi)that the
representations and warranties (updated mutatis mutandis) with respect
to solvency set forth in the Credit Agreement or in any other Transaction
Document to which it is a party are true and correct as if made on and as of
such date;  (d)Good Standing
Certificates. the Administrative Agent shall have received certificates
from the jurisdiction of incorporation or formation, as the case may be, of
each Security Party as to the good standing thereof;  (e)Equity
Contribution. The Administrative Agent shall have received
evidence that the Borrower has received the Equity Contribution;  (f)Amendment Fee. The Borrower
shall pay to the Administrative Agent an amendment fee of one-half of one
percent (0.50%) of the outstanding amount of the Facility as of the date
hereof; and  (g)Legal Opinions. the
Administrative Agent shall have received legal opinions addressed to the
Administrative Agent from (i) Holland & Knight LLP, counsel to
the Security Parties, and (ii) Seward & Kissel LLP, special
counsel to the Creditors, in each case in such form as the Administrative Agent
may require, as well as such other legal opinions as the Administrative Agent
shall have required as to all or any matters under the laws of the United
States of America, the State of New York and the State of Delaware covering the
representations and conditions which are the subjects of this Amendment.  6.Representations
and Warranties. The Borrower represents and warrants to the
Administrative Agent that the representations and warranties set forth in the
Credit Agreement as amended hereby are true and correct in all material
respects and no Default or Event of Default shall have occurred and be
continuing.  7.No Defaults. The Borrower
hereby represents and warrants that as of the date hereof there exists no Event
of Default or any condition which, with the giving of notice or passage of
time, or both, would constitute an Event of Default.  8.Covenants. The Borrower
hereby reaffirms that, except as disclosed to the Administrative Agent, it has
duly performed and observed the covenants and undertakings set forth in the
Credit Amendment, and covenants and undertakes to continue to duly perform and  12


observe such covenants and undertakings, as amended hereby, so long as
the Credit Agreement as amended hereby shall remain in effect.  9.No Other
Amendment. All other terms and conditions of the Credit
Agreement shall remain in full force and effect and the Credit Agreement shall
be read and construed as if the terms of this Amendment were included therein
by way of addition or substitution, as the case may be.  10.Fees and
Expenses. The Borrower agrees to pay to the Lenders and the
Administrative Agent, before or upon the execution hereof, all fees, costs and
expenses (including reasonable legal fees) of the Lenders and the
Administrative Agent in connection with the preparation and execution of this
Amendment.  11.Execution in
Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.  12.Governing Law. THIS
AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK.  13.Effect of
Amendment. All references in any Transaction Document to the
Credit Agreement on and after the date hereof shall be deemed to refer to the
Credit Agreement as amended hereby, and the parties hereto agree that, except
as amended by this Amendment No. 3, all of the terms and provisions of the
Credit Agreement shall remain in full force and effect.  [Signature
Page Follows]  13


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed and delivered by their
duly authorized officers as of the date first above written.   K-SEA OPERATING PARTNERSHIP L.P., by its general partner K-SEA OLP
  GP, LLC, as BorrowerBy:
  /s/ Terrence P. GillName:  Terrence P. GillTitle:  Chief Financial OfficerDNB NOR BANK ASA,as Administrative Agent and Security
  TrusteeBy:
  /s/ NikolaiA. NachamkinName:Nikolai
  A. NachamkinTitle:  SENIOR VICE PRESIDENTBy:
  /s/ Cathleen BuckleyName:CATHLEEN BUCKLEYTitle:  FIRST VICE PRESIDENT
  Amendment No. 3


The
  Lenders:DNB NOR BANK ASABy:
  /s/ NikolaiA. NachamkinName:Nikolai
  A. NachamkinTitle:  SENIOR VICE PRESIDENTBy:
  /s/ Cathleen BuckleyName:CATHLEEN BUCKLEYTitle:  FIRST VICE PRESIDENT
  Amendment No. 3


CONSENT,
AGREEMENT ANDREAFFIRMATION  Each of the undersigned,
referred to in the Credit Agreement as the Parent Guarantor and the
Shipowner Guarantor respectively, hereby consents and agrees to said
Amendment No. 3 and to the documents contemplated thereby and to the
provisions contained therein relating to conditions to be fulfilled and obligations
to be performed by the undersigned pursuant to or in connection with said
Credit Agreement and agrees particularly to be bound by the representations,
warranties and covenants relating to the undersigned contained in Sections 2
and 9 of said Credit Agreement, as amended, to the same extent as if the
undersigned were a party to said Credit Agreement, as amended.  K-SEA TRANSPORTATION
  PARTNERS L.P.,by
  its general partner K-SEA GENERAL PARTNER L.P.,by
  its general partner K-SEA GENERAL PARTNER GP, LLC, as Parent GuarantorBy:
  /s/ Terrence P. GillName:  Terrence P. GillTitle:  Chief Financial OfficerK-SEA TRANSPORTATION LLC,as
  Shipowner GuarantorBy:
  /s/ Terrence P. GillName:  Terrence P. GillTitle:  Chief Financial Officer
  Consent to Amendment No. 3