Exhibit 10.16  Execution Version  REGISTRATION RIGHTS AGREEMENT  This
REGISTRATION RIGHTS AGREEMENT, dated as
of September 10, 2010 (this Agreement), is entered into by and
between K-SEA TRANSPORTATION PARTNERS L.P., a Delaware limited partnership (K-Sea),
and KA First Reserve, LLC, a Delaware limited liability company (the Purchaser).  WHEREAS,
this Agreement is made in connection with the Closing of the issuance and sale
of the Purchased Securities pursuant to the Securities Purchase Agreement, dated
as of September 1, 2010, by and among K-Sea, K-Sea General Partner L.P., a
Delaware limited partnership and the Purchaser (the Purchase Agreement);
and  WHEREAS,
K-Sea has agreed to provide the registration and other rights set forth in this
Agreement for the benefit of the Purchaser pursuant to the Purchase Agreement.  NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein and for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by each party hereto, the parties hereby agree as
follows:  ARTICLE I
DEFINITIONS  Section 1.01Definitions.  Capitalized terms used in this Agreement and
not defined herein shall have the meanings ascribed to such terms in the
Purchase Agreement.  As used in this
Agreement, the following terms have the meanings indicated:  Agreement
shall have the meaning specified in the introductory paragraph of this
Agreement.  Covered
Registration Statement shall have the meaning specified in Section 2.04(o).  Demand
Notice shall have the meaning specified in Section 2.01(a).  Demand
Notice Date shall have the meaning specified in Section 2.01(a).  Effective
Date means, with respect to a particular registration statement, the date
of effectiveness of such registration statement.  Effectiveness
Period shall have the meaning specified in Section 2.01(a).  Holder
means a record holder of Registrable Securities.  Included
Registrable Securities shall have the meaning specified in Section 2.02.  K-Sea
shall have the meaning specified in the introductory paragraph of this
Agreement.  Liquidated
Damages shall have the meaning specified in Section 2.01(c).


Liquidated
Damages Cap shall have the meaning specified in Section 2.01(c).  Losses
shall have the meaning specified in Section 2.08(a).  Managing
Underwriter means, with respect to any Underwritten Offering, the book
running lead manager of such Underwritten Offering.  Person
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, governmental authority or other
entity.  Purchase
Agreement shall have the meaning specified in the recitals of this
Agreement.  Purchaser
shall have the meaning specified in the introductory paragraph of this
Agreement.  Registrable
Securities means (i) the Conversion Units outstanding at any time or
issuable upon conversion of the Series A Preferred Units, and (ii) any
Common Units or other securities which may be issued, converted, exchanged or
distributed in respect thereof, or in substitution therefor, in connection with
any split, dividend or combination, or any recapitalization, reclassification,
merger, consolidation, exchange or other similar reorganization with respect to
the Registrable Securities described in clauses (i) and (ii).  Registration
Expenses shall have the meaning specified in Section 2.07(a).  Selling
Expenses shall have the meaning specified in Section 2.07(a).  Selling
Holder means a Holder who is selling Registrable Securities under a
registration statement pursuant to the terms of this Agreement.  Shelf
Registration Statement means a registration statement under the Securities
Act to permit the public resale of the Registrable Securities from time to time
as permitted by Rule 415 of the Securities Act (or any similar provision
then in force under the Securities Act).  Underwritten
Offering means an offering (including an offering pursuant to a Shelf
Registration Statement) in which Common Units are sold to an underwriter on a
best efforts or firm commitment basis for reoffering to the public or an
offering that is a bought deal with one or more investment banks.  Underwritten
Offering Request shall have the meaning specified in Section 2.03(a).  Unit
Purchase Price means $5.43 per Series A Preferred Unit.  Section 1.02Registrable Securities.  Any Registrable Security will cease to be a
Registrable Security at the earliest of the following: (a) when a
registration statement covering such Registrable Security becomes or has been
declared effective by the Commission and such Registrable Security has been
sold or disposed of pursuant to such registration statement; (b) when such
Registrable Security has been disposed of pursuant to Rule 144 (or any
similar provision then in force) under the Securities Act; (c) when such
Registrable Security is held by  2


K-Sea or one of its subsidiaries; (d) when such
Registrable Security has been sold in a private transaction in which the
transferors rights under this Agreement are not assigned to the transferee of
such securities pursuant to the terms of this Agreement; or (e) when all
Registrable Securities can be sold without restriction pursuant to Rule 144
of the Securities Act.  Section 1.03Conversion into Registrable
Securities.  Nothing in
this Agreement shall limit the right of any Holder to request the registration
of the Registrable Securities issuable upon conversion of any Series A
Preferred Units prior to the conversion thereof.  ARTICLE II REGISTRATION RIGHTS  Section 2.01Shelf Registration.  (a)As soon as practicable
following K-Seas receipt of written notice from the Holders of a majority of
the Registrable Securities then outstanding requesting the filing of a Shelf
Registration Statement (the Demand Notice), K-Sea shall use its
reasonable best efforts to prepare and file a Shelf Registration Statement
under the Securities Act covering all Registrable Securities.  K-Sea shall file the Shelf Registration Statement
and use its reasonable best efforts to cause the Shelf Registration Statement
to become effective no later than two hundred and forty (240) days after the
date of K-Seas receipt of the Demand Notice (the Demand Notice Date).  A Shelf Registration Statement filed pursuant
to this Section 2.01(a) shall be on such appropriate
registration form of the Commission as shall be selected by K-Sea; provided,however, that if a prospectus supplement will be used in connection with
the marketing of an Underwritten Offering from a Shelf Registration Statement
and the Managing Underwriter at any time shall notify K-Sea in writing that, in
the reasonable judgment of such Managing Underwriter, inclusion of detailed
information to be used in such prospectus supplement is of material importance
to the success of the Underwritten Offering of such Registrable Securities,
K-Sea shall use its reasonable best efforts to include such information in the
prospectus supplement.  K-Sea will use
its reasonable best efforts to cause a Shelf Registration Statement filed
pursuant to this Section 2.01(a) to be continuously effective
under the Securities Act until the earliest date on which any of the following
occurs: (i) all Registrable Securities covered by such Shelf Registration
Statement have been distributed in the manner set forth and as contemplated in
such Shelf Registration Statement and (ii) there are no longer any
Registrable Securities outstanding (the Effectiveness Period).  A Shelf Registration Statement when it becomes
or is declared effective (including the documents incorporated therein by
reference) will comply as to form in all material respects with all applicable
requirements of the Securities Act and the Exchange Act and will not contain an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
(and, in the case of any prospectus contained in such Shelf Registration
Statement, not misleading in the light of the circumstances under which a
statement is made). As soon as practicable following the Effective Date of a
Shelf Registration Statement, but in any event within three (3) Business
Days of such date, K-Sea will notify the Selling Holders of the effectiveness
of such Shelf Registration Statement.  (b)Delay Rights.  Notwithstanding anything to the contrary
contained in this Agreement, K-Sea may, upon written notice to any Selling
Holder whose Registrable Securities  3


are included in a Shelf Registration Statement,
suspend such Selling Holders use of any prospectus that is a part of such
Shelf Registration Statement (in which event the Selling Holder shall
discontinue sales of the Registrable Securities pursuant to the Shelf
Registration Statement) if (A) K-Sea is pursuing an acquisition, merger,
reorganization, disposition or other similar transaction and K-Sea determines
in good faith that K-Seas ability to pursue or consummate such a transaction
would be materially and adversely affected by any required disclosure of such
transaction in the Shelf Registration Statement or (B) K-Sea has
experienced some other material non-public event the disclosure of which at
such time, in the good faith judgment of K-Sea, would materially and adversely
affect K-Sea; provided, however, that in no
event shall the Selling Holders be suspended from selling Registrable
Securities pursuant to the Shelf Registration Statement for a period that
exceeds an aggregate of sixty (60) days in any 180-day period or ninety (90)
days (exclusive of days covered by any lock-up agreement executed by a Selling
Holder in connection with any Underwritten Offering by K-Sea or a Selling
Holder) in any 365-day period.  Upon
disclosure of such information or the termination of the conditions described
above, K-Sea shall provide prompt notice to the Selling Holders whose
Registrable Securities are included in the Shelf Registration Statement, and
shall promptly terminate any suspension of sales it has put into effect and
shall take such other actions necessary or appropriate to permit registered
sales of Registrable Securities as contemplated in this Agreement.  (c)Failure To Become Effective.  If a Shelf Registration Statement required by
Section 2.02(a) does not become or is not declared effective
within two hundred and forty (240) days after the Demand Notice Date, then each
Selling Holder shall be entitled to a payment (with respect to each Registrable
Security held by the Selling Holder), as liquidated damages and not as a
penalty, of 0.125% of the Unit Purchase Price per thirty-day period for the
first 60 day period immediately following the 240th day after the Demand Notice
Date, with such payment amount increasing by an additional 0.125% of the Unit
Purchase Price per thirty-day period for each subsequent 60 day period, up to a
maximum of 1.00% of the Unit Purchase Price per thirty-day period (the Liquidated
Damages), until such time as such Shelf Registration Statement becomes
effective or is declared effective or the Registrable Securities covered by
such Shelf Registration Statement are no longer outstanding. The Liquidated
Damages shall be paid to each Selling Holder in cash within ten (10) Business
Days of the end of each such 30-day period. 
Any payments made pursuant to this Section 2.01(c) shall
constitute the Selling Holders exclusive monetary remedy for such events. The
Liquidated Damages imposed hereunder shall be paid to the Selling Holders in
immediately available funds.  In no event
will the aggregate amount of Liquidated Damages paid to the Selling Holders
exceed five percent (5%) of the aggregate of the Unit Purchase Price (the Liquidated
Damages Cap).  In addition to being
subject to the Liquidated Damages Cap, the payment of the Liquidated Damages to
a Selling Holder shall cease at such time as the Registrable Securities of such
Selling Holder become eligible for resale under Rule 144 of the Securities
Act.  Notwithstanding the foregoing,
nothing in this Section 2.01(c) shall relieve K-Sea of its
obligation to use its reasonable best efforts to cause the Shelf Registration
Statement to become effective as soon as possible after the initial 240-day
period pursuant to Section 2.01(a).  Section 2.02Piggyback
rights. 
If at any time K-Sea proposes to file (i) a prospectus supplement
to an effective shelf registration statement, other than a Shelf Registration
Statement contemplated by Section 2.01 of this Agreement, or (ii) a
registration statement, other than a  4


shelf registration
statement, in either case, for the sale of Common Units in an Underwritten
Offering for its own account and/or another Person, then as soon as practicable
but not less than three (3) Business Days prior to the filing of (x) any
preliminary prospectus supplement relating to such Underwritten Offering
pursuant to Rule 424(b) of the Securities Act, (y) the
prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of
the Securities Act (if no preliminary prospectus supplement is used) or (z) such
registration statement as the case may be, then, K-Sea shall give notice of
such proposed Underwritten Offering to the Holders and such notice shall offer
the Holders the opportunity to include in such Underwritten Offering such
number of Registrable Securities (the Included Registrable Securities)
as each such Holder may request in writing; provided, however,
that K-Sea shall not be required to facilitate, participate in, or otherwise
have any obligations whatsoever with respect to, any such Underwritten Offering
pursuant to this Section 2.02 unless such Underwritten Offering
covers at least $5,000,000 of Registrable Securities based on the closing price
of the Common Units on the trading day immediately prior to such requested
Underwritten Offering; provided, further, however, that if
K-Sea has been advised by the Managing Underwriter that the inclusion of
Registrable Securities for sale for the benefit of the Holders will have an
adverse effect on the price, timing or distribution of the Common Units, then
the Common Units to be included in such Underwritten Offering shall include the
number of Registrable Securities that such Managing Underwriter or Underwriters
advises K-Sea can be sold without having any such adverse effect, with such
number to be allocated (i) first, to K-Sea; and (iii) second, pro
rata among all requesting Holders.  Each
Holder shall keep any information relating to any such Underwritten Offering
confidential and shall not disseminate or in any way disclose such information.
The notice required to be provided in this Section 2.02 to Holders
shall be provided on a Business Day pursuant to Section 3.01 hereof
and receipt of such notice shall be promptly confirmed by Holder. Holder shall
then have one (1) Business Day after such Holder confirms receipt of the
notice to request inclusion of Registrable Securities in the Underwritten
Offering. If no request for inclusion from a Holder is received within the
specified time, such Holder shall have no further right to participate in such
Underwritten Offering. If, at any time after giving written notice of its
intention to undertake an Underwritten Offering and prior to the closing of
such Underwritten Offering, K-Sea shall determine for any reason not to
undertake or to delay such Underwritten Offering, K-Sea may, at its election,
give written notice of such determination to the Selling Holders and (x) in
the case of a determination not to undertake such Underwritten Offering, shall
be relieved of its obligation to sell any Included Registrable Securities in
connection with such terminated Underwritten Offering, and (y) in the case
of a determination to delay such Underwritten Offering, shall be permitted to
delay offering any Included Registrable Securities for the same period as the
delay in the Underwritten Offering. Any Selling Holder shall have the right to
withdraw such Selling Holders request for inclusion of such Selling Holders
Registrable Securities in such offering by giving written notice to K-Sea of
such withdrawal up to and including the time of pricing of such offering;
provided, that such Selling Holder may later revoke any such notice in writing.
Each Holders rights under this Section 2.02 shall terminate when
such Holder holds less than twenty million dollars ($20,000,000.00) of
Purchased Units (based on the Unit Purchase Price).  Section 2.03Underwritten Offering.  (a)Request for Underwritten Offering.  In the event that a Selling Holder (together
with any Affiliates that are Selling Holders) elects to dispose of Registrable
Securities  5


pursuant to an Underwritten Offering and reasonably
anticipates gross proceeds of greater than $25 million from such Underwritten
Offering of Registrable Securities, K-Sea shall, at the request of such Selling
Holder (each, an Underwritten Offering Request), enter into an
underwriting agreement in customary form with the Managing Underwriter or
Underwriters, which shall include, among other provisions, indemnities to the
effect and to the extent provided in Section 2.08, and shall take
all such other reasonable actions as are requested by the Managing Underwriter
to expedite or facilitate the disposition of the Registrable Securities; provided, however, that K-Sea shall not be
required to effect more than four (4) Underwritten Offerings pursuant to
this Section 2.03 or more than one (1) Underwritten Offering in any
six (6) month period.  (b)General Procedures.In
connection with any Underwritten Offering, K-Sea shall be entitled to select
the Managing Underwriter or Underwriters, subject to the reasonable
approval by the Holders of a majority of the Registrable Securities being sold
in the Underwritten Offering.  In connection with an Underwritten Offering
contemplated by this Agreement in which a Selling Holder participates, each
Selling Holder and K-Sea shall be obligated to enter into an underwriting
agreement with the Managing Underwriter or Underwriters that contains such representations,
covenants, indemnities and other rights and obligations as are customary in
underwriting agreements for firm commitment offerings of equity
securities.  No Selling Holder may
participate in an Underwritten Offering unless such Selling Holder agrees to
sell its Registrable Securities on the basis provided in such underwriting
agreement and completes and executes all questionnaires, powers-of-attorney,
indemnities and other documents reasonably required under the terms of such
underwriting agreement.Each Selling
Holder may, at its option, require that any or all of the representations and
warranties by, and the other agreements on the part of, K-Sea to and for the
benefit of such underwriters also be made to and for such Selling Holders
benefit and that any or all of the conditions precedent to the obligations of
such underwriters under such underwriting agreement also be conditions
precedent to its obligations.  No Selling
Holder shall be required to make any representations or warranties to or
agreements with K-Sea or the underwriters other than representations,
warranties or agreements regarding such Selling Holder and its ownership of the
securities being registered on its behalf and its intended method of
distribution and any other representation required by Law.  If any Selling Holder disapproves of the
terms of an Underwritten Offering, such Selling Holder may elect to withdraw
therefrom by notice to K-Sea and the Managing Underwriter.  No such withdrawal or abandonment shall
affect K-Seas obligation to pay Registration Expenses. Upon the receipt by
K-Sea of a written request from the Holders of at least $25 million of Common
Units that are participating in an Underwritten Offering, K-Seas management
(which in any event shall include K-Seas Chief Executive Officer) shall be
required to participate in a roadshow or similar marketing effort in connection
with that Underwritten Offering; provided, that management (i) is
given at least seven (7) days notice prior to the commitment of any roadshow
or similar marketing effort, (ii) consents to the proposed commencement
date of any roadshow or similar marketing effort, such consent not to be
unreasonably withheld, and (iii) is not required to participate in any
roadshow or similar marketing effort for more than two (2) days.  Section 2.04Sale Procedures.  In connection with its obligations under this
Article II, K-Sea will, as expeditiously as possible:  6


(a)prepare and file with the
Commission such amendments and supplements to a registration statement with
respect to Registrable Securities and the prospectus used in connection
therewith as may be necessary to keep, (i) with respect to a Shelf
Registration Statement, such Shelf Registration Statement effective for its
Effectiveness Period, and, (ii) with respect to any other registration
statement contemplated by this Agreement, such other registration statement
effective for a period of at least 90 days, and as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition of
all securities covered by such registration statement;  (b)furnish to each Selling
Holder (i) as far in advance as reasonably practicable before filing a
Shelf Registration Statement or any other registration statement contemplated
by this Agreement or any supplement or amendment thereto, upon request, copies
of reasonably complete drafts of all such documents proposed to be filed
(including exhibits and each document incorporated by reference therein to the
extent then required by the rules and regulations of the Commission), and
provide each such Selling Holder the opportunity to object to any information
pertaining to such Selling Holder and its plan of distribution that is
contained therein and make the corrections reasonably requested by such Selling
Holder with respect to such information prior to filing such Shelf Registration
Statement or such other registration statement and the prospectus included
therein or any supplement or amendment thereto, and (ii) an electronic
copy of such Shelf Registration Statement or such other registration statement
and the prospectus included therein and any supplements and amendments thereto
as such Selling Holder may reasonably request in order to facilitate the public
sale or other disposition of the Registrable Securities covered by such Shelf
Registration Statement or other registration statement;  (c)if applicable, use its
reasonable best efforts to register or qualify the Registrable Securities covered
by a Shelf Registration Statement or any other registration statement
contemplated by this Agreement under the securities or blue sky laws of such
jurisdictions as the Selling Holders or, in the case of an Underwritten
Offering, the Managing Underwriter, shall reasonably request; provided, however, that K-Sea shall not be
required to qualify generally to transact business in any jurisdiction where it
is not then required to so qualify or to take any action which would subject it
to general service of process in any such jurisdiction where it is not then so
subject;  (d)promptly notify each Selling
Holder and each underwriter of Registrable Securities, at any time when a
prospectus relating thereto is required to be delivered under the Securities Act,
of (i) the filing of a Shelf Registration Statement or any other
registration statement contemplated by this Agreement or any prospectus or
prospectus supplement to be used in connection therewith, or any amendment or
supplement thereto, and, with respect to such Shelf Registration Statement or
any other registration statement or any post-effective amendment thereto, when
the same has become effective; and (ii) the receipt of any written
comments from the Commission with respect to any filing referred to in clause (i) and
any written request by the Commission for amendments or supplements to such
Shelf Registration Statement or any other registration statement or any
prospectus or prospectus supplement thereto;  (e)immediately notify each
Selling Holder and each underwriter of Registrable Securities, at any time when
a prospectus relating thereto is required to be delivered  7


under the Securities Act, of (i) the happening
of any event as a result of which the prospectus or prospectus supplement
contained in a Shelf Registration Statement or any other registration statement
contemplated by this Agreement, as then in effect, or any supplemental
amendment thereto, includes an untrue statement of a material fact or omits to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing; (ii) the issuance or threat of issuance by the Commission of any
stop order suspending the effectiveness of such Shelf Registration Statement or
any other registration statement contemplated by this Agreement, or the
initiation of any proceedings for that purpose; or (iii) the receipt by
K-Sea of any notification with respect to the suspension of the qualification
of any Registrable Securities for sale under the applicable securities or blue
sky laws of any jurisdiction.  Following
the provision of such notice, K-Sea agrees to as promptly as practicable amend
or supplement the prospectus or prospectus supplement or take other appropriate
action so that the prospectus or prospectus supplement does not include an
untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading
in the light of the circumstances then existing and to take such other action
as is necessary to remove a stop order, suspension, threat thereof or
proceedings related thereto;  (f)use  reasonable best efforts to prevent the
issuance of any stop order suspending the effectiveness of the registration
statement or of any order preventing or suspending the use of any Prospectus
and, if any such order is issued, to obtain the withdrawal of any such order as
soon as practicable;  (g)upon request and subject to
appropriate confidentiality obligations, furnish to each Selling Holder copies
of any and all transmittal letters or other correspondence with the Commission
or any other governmental agency or self-regulatory body or other body having
jurisdiction (including any domestic or foreign securities exchange) relating
to such offering of Registrable Securities;  (h)in the case of an
Underwritten Offering, furnish upon request, (i) an opinion letter of
counsel for K-Sea dated the date of the closing under the underwriting
agreement, (ii) a standard 10b-5 letter from counsel for K-Sea, and (iii) a
cold comfort letter dated the pricing date of such Underwritten Offering and
a letter of like kind dated the date of the closing under the underwriting
agreement, in each case, signed by the independent public accountants who have
certified K-Seas financial statements included or incorporated by reference
into the applicable registration statement, and each such document shall be in customary
form and covering substantially the same matters with respect to such
registration statement (and the prospectus included therein and any supplement
thereto) and as are customarily covered in such letters of issuers counsel and
in accountants letters delivered to the underwriters in underwritten offerings
of equity securities;  (i)otherwise use its reasonable
best efforts to comply with all applicable securities laws of the United States
and rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable (but not more than 18
months) after the effective date of any applicable Registration Statement, an
earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of
the Securities Act and Rule 158 promulgated thereunder;  8


(j)make available to the
appropriate representatives of the Managing Underwriter and Selling Holders
access to such information and K-Sea personnel as is reasonable and customary
in connection with the due diligence investigation of such underwriter or
Selling Holder; provided, however, that
K-Sea need not disclose any non-public information to any such representative
unless and until such representative has entered into a confidentiality
agreement with K-Sea reasonably satisfactory to K-Sea;  (k)cause all such Registrable
Securities registered pursuant to this Agreement to be listed on each
securities exchange or nationally recognized quotation system, if any, on which
similar securities issued by K-Sea are then listed;  (l)use its reasonable best
efforts to cause the Registrable Securities to be registered with or approved
by such other governmental agencies or authorities as may be necessary by
virtue of the business and operations of K-Sea to enable the Selling Holders to
consummate the disposition of such Registrable Securities;  (m)provide a transfer agent and
registrar for all Registrable Securities covered by such registration statement
not later than the effective date of such registration statement;  (n)take such other actions as
are reasonably requested by the Selling Holders or the underwriters, if any, to
expedite or facilitate the disposition of such Registrable Securities; and  (o)(i) cooperate with a
Selling Holder if such Selling Holder could reasonably be deemed to be an underwriter,
as defined in Section 2(a)(11) of the Securities Act, in connection with
the registration statement in respect of any registration of the Registrable
Securities of such Selling Holder pursuant to this Agreement, and any amendment
or supplement thereof (any such registration statement or amendment or
supplement a Covered Registration Statement), in allowing such Selling
Holder to conduct customary underwriters due diligence with respect to K-Sea
and satisfy its obligations in respect thereof, (ii) furnish to such Selling
Holder upon such Selling Holders request, on the date of the effectiveness of
any Covered Registration Statement and thereafter from time to time on such
dates as such Selling Holder may reasonably request, the letters covered by Section 2.04(g),
in each case addressed to such Selling Holder, and (iii) permit legal
counsel to such Selling Holder to review and comment upon any such Covered
Registration Statement at least five (5) Business Days prior to its filing
with the Commission and all amendments and supplements to any such Covered
Registration Statement within a reasonable number of days prior to their filing
with the Commission and not file any Covered Registration Statement or
amendment or supplement thereto in a form to which such Selling Holders legal
counsel reasonably objects in writing.  (p)promptly furnish to each
seller of such Registrable Securities such number of copies of such
registration statement and of each amendment and supplement thereto (in each
case including all exhibits filed therewith, including any documents
incorporated by reference), such number of copies of the Prospectus included in
such registration statement (including each preliminary prospectus and summary
prospectus), in conformity with the requirements of the Securities Act, and
such other similar documents as such seller may reasonably request necessary to
facilitate the disposition of the Registrable Securities by such seller;  9


(q)cooperate with the Selling
Holders and the Managing Underwriter to facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legends) representing
securities to be sold under the registration statement, and enable such
securities to be in such denominations and registered in such names as the
Managing Underwriter or agent, if any, or such Holders may reasonably request;  Each
Selling Holder, upon receipt of notice from K-Sea of the happening of any event
of the kind described in Section 2.04(e), shall forthwith
discontinue disposition of the Registrable Securities until such Selling Holders
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 2.04(e) or until it is advised in writing by K-Sea
that the use of the prospectus may be resumed, and has received copies of any
additional or supplemental filings incorporated by reference in the prospectus,
and, if so directed by K-Sea, such Selling Holder will deliver, or will request
the Managing Underwriter or underwriters, if any, to deliver to K-Sea all
copies in their possession or control, other than permanent file copies then in
such Selling Holders possession, of the prospectus and any prospectus
supplement covering such Registrable Securities current at the time of receipt
of such notice.  If
reasonably requested by a Selling Holder, K-Sea shall: (i) as soon as
practicable incorporate in a prospectus supplement or post-effective amendment
such information as such Selling Holder reasonably requests to be included
therein relating to the sale and distribution of Registrable Securities,
including information with respect to the number of Registrable Securities
being offered or sold, the purchase price being paid therefor and any other
terms of the offering of the Registrable Securities to be sold in such
offering; and (ii) as soon as practicable make all required filings of such
prospectus supplement or post-effective amendment after being notified of the
matters to be incorporated in such prospectus supplement or post-effective
amendment.  Section 2.05Cooperation by Holders.  K-Sea shall have no obligation to include
Registrable Securities of a Holder in a Shelf Registration Statement or in an
Underwritten Offering under Article II of this Agreement if such
Selling Holder has failed to timely furnish such information that, in the
opinion of counsel to K-Sea, is reasonably required for such registration statement
or prospectus supplement, as applicable, to comply with the Securities Act.  Section 2.06Restrictions on Public Sale
by Holders of Registrable Securities.  Each Holder agrees not to effect any public
sale or distribution of the Registrable Securities during the ninety (90)
calendar day period beginning on the date that a prospectus supplement or other
prospectus (including any free writing prospectus) is filed with the Commission
with respect to an Underwritten Offering of equity securities of K-Sea; provided,
that the duration of the foregoing restrictions shall be no longer than the
duration of the shortest restriction generally imposed by the underwriters on
the officers, directors or any other unitholder of K-Sea on whom a restriction
is imposed in connection with such public offering; provided further,
that the provisions of this Section 2.06 shall not apply to any
Holder of Registrable Securities that holds Purchased Units that would have had
a value of less than $20,000,000 if valued utilizing the Unit Purchase Price,
after giving effect to any subdivision, reclassification, split or combination
since the date hereof.  10


Section 2.07Expenses.  (a)Certain Definitions.  Registration Expenses means all
expenses incident to K-Seas performance under or compliance with this
Agreement to effect the registration of Registrable Securities pursuant to Article II,
including, without limitation, all customary registration, filing, securities
exchange listing and New York Stock Exchange fees, all customary registration,
filing, qualification and other fees and expenses of complying with securities
or blue sky laws, fees of the Financial Industry Regulatory Authority, Inc.,
fees of transfer agents and registrars, all word processing, duplicating and
printing expenses, the fees and disbursements of counsel to K-Sea and
independent public accountants for K-Sea, including the expenses of any special
audits or cold comfort letters required by or incident to such performance
and compliance.  Selling Expenses
means all underwriting fees, discounts and selling commissions (and similar
fees or arrangements associated with) and transfer taxes allocable to the sale
of the Registrable Securities.  (b)Expenses.  K-Sea will pay all reasonable Registration
Expenses as determined in good faith, including, in the case of an Underwritten
Offering, whether or not any sale is made pursuant to the related registration
statement.  Except as otherwise provided
in Section 2.08, K-Sea shall not be responsible for legal fees
incurred by Holders in connection with the exercise of such Holders rights and
obligations under this Agreement hereunder, or for any Selling Expenses.  The Selling Holder shall pay all Selling
Expenses in connection with any sale of its Registrable Securities.  Section 2.08Indemnification.  (a)By K-Sea.  In the event of a registration of any
Registrable Securities under the Securities Act pursuant to this Agreement,
K-Sea will indemnify and hold harmless each Selling Holder thereunder, its
directors, officers, employees, agents and managers, and each underwriter,
pursuant to the applicable underwriting agreement with such underwriter, of
Registrable Securities thereunder and each Person, if any, who controls such
Selling Holder or underwriter within the meaning of the Securities Act and the
Exchange Act, and its directors, officers, employees, agents and managers,
against any losses, claims, damages, expenses or liabilities (including
reasonable attorneys fees and expenses) (collectively, Losses), joint
or several, to which such Selling Holder or underwriter or controlling Person
may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Losses (or actions or proceedings, whether commenced or
threatened, in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact (in the case of any
prospectus, in the light of the circumstances under which such statement is
made) contained in a Shelf Registration Statement or any other registration
statement contemplated by this Agreement, any preliminary prospectus or final
prospectus contained therein, or any free writing prospectus related thereto,
or any amendment or supplement thereof, including any document incorporated by
reference thererin, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a prospectus, in the
light of the circumstances under which they were made) not misleading, and will
reimburse each such Selling Holder, its directors and officers, each such underwriter
and each such controlling Person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such Loss or
actions or proceedings; provided, however,
that K-Sea will not be liable in any such case if and to the extent that any
such Loss arises out of or is based upon an untrue statement or alleged untrue
statement or  11


omission or alleged omission so made in reliance on
and in conformity with information furnished by such Selling Holder, such
underwriter or such controlling Person in writing specifically for use in the
Shelf Registration Statement or such other registration statement, free writing
prospectus or prospectus supplement, as applicable.  Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of such Selling
Holder or any such director, officer, employee, agent, manager or controlling
Person, and shall survive the transfer of such securities by such Selling
Holder.  (b)By Each Selling Holder.  Each Selling Holder agrees to indemnify and
hold harmless K-Sea, its directors, officers, employees and agents and each
Person, if any, who controls K-Sea within the meaning of the Securities Act or
of the Exchange Act to the same extent as the foregoing indemnity from K-Sea to
the Selling Holders, but only with respect to information regarding such
Selling Holder furnished in writing by or on behalf of such Selling Holder
expressly for inclusion in a Shelf Registration Statement or any other
registration statement contemplated by this Agreement, any preliminary
prospectus or final prospectus contained therein, or any free writing
prospectus related thereto, or any amendment or supplement thereof; provided, however, that the liability of each
Selling Holder shall not be greater in amount than the dollar amount of the
proceeds (net of Selling Expenses) received by such Selling Holder from the
sale of the Registrable Securities giving rise to such indemnification; provided
further, that the indemnity contained in this Section 2.08(b) shall
not apply to amounts paid in settlement of any such claim if such settlement is
effected without the consent of a majority in interest of the Selling Holders
that sold Registrable Securities pursuant to a registration statement,
Prospectus or any amendment or supplement thereto out of which such claim
arose.  Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of K-Sea
or any such director, officer, employee, agent, manager or controlling Person,
and shall survive the transfer of such securities by such Selling Holder.  (c)Notice.  Promptly after any indemnified party has
received notice of any indemnifiable claim hereunder, or the commencement of
any action, suit or proceeding by a third person, which the indemnified party
believes in good faith is an indemnifiable claim under this Agreement, the
indemnified party shall give the indemnifying party written notice of such
claim but failure to so notify the indemnifying party will not relieve the
indemnifying party from any liability it may have to such indemnified party
hereunder except to the extent that the indemnifying party is materially
prejudiced by such failure.  Such notice
shall state the nature and the basis of such claim to the extent then
known.  The indemnifying party shall be
entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this Section 2.08 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation and of liaison with counsel so selected;
provided, however, that, (i) if the
indemnifying party has failed to assume the defense and employ counsel or (ii) if
the defendants in any such action include both the indemnified party and the
indemnifying party and counsel to the indemnified party shall have concluded
that there may be reasonable defenses available to the indemnified party that
are different from or additional to those available to the indemnifying party,
or if the interests of the  12


indemnified party reasonably may be deemed to conflict
with the interests of the indemnifying party, then the indemnified party shall
have the right to select a separate counsel and to assume such legal defense
and otherwise to participate in the defense of such action, with the reasonable
out-of-pocket expenses and fees of such separate counsel and other reasonable
out-of-pocket expenses related to such participation to be reimbursed by the
indemnifying party as incurred. 
Notwithstanding any other provision of this Agreement, the indemnifying
party shall not settle any indemnified claim without the consent of the
indemnified party, unless the settlement thereof imposes no liability or
obligation on, and includes a complete release from liability of, and does not
contain any admission of wrongdoing by, the indemnified party.  (d)Contribution.  If the indemnification provided for in this Section 2.08
is held by a court or government agency of competent jurisdiction to be
unavailable to any indemnified party or is insufficient to hold them harmless
in respect of any Losses, then each such indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such Loss in such proportion
as is appropriate to reflect the relative fault of the indemnifying party on
the one hand and of such indemnified party on the other in connection with the
statements or omissions which resulted in such Losses, as well as any other
relevant equitable considerations; provided,however, that in no event shall such Selling
Holder be required to contribute an aggregate amount in excess of the dollar
amount of gross proceeds received by such Selling Holder from the sale of
Registrable Securities giving rise to such indemnification.  The relative fault of the indemnifying party
on the one hand and the indemnified party on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a material
fact has been made by, or relates to, information supplied by such party, and
the parties relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.  The parties hereto agree that it would not be
just and equitable if contributions pursuant to this paragraph were to be
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to herein.  The amount paid by an indemnified party as a
result of the Losses referred to in the first sentence of this paragraph shall
be deemed to include any legal and other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any Loss that is
the subject of this paragraph. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who is not guilty of such fraudulent
misrepresentation.  (e)Other Indemnification.  The provisions of this Section 2.08
shall be in addition to any other rights to indemnification or contribution
that an indemnified party may have pursuant to Law, equity, contract or
otherwise.  Section 2.09Rule 144 Reporting.  With a view to making available the benefits
of certain rules and regulations of the Commission that may permit the
sale of the Registrable Securities to the public without registration, K-Sea
agrees to use its reasonable best efforts to:  (a)make and keep public
information regarding K-Sea available, as those terms are understood and
defined in Rule 144 of the Securities Act, at all times from and after the
date hereof;  13


(b)file with the Commission in
a timely manner all reports and other documents required of K-Sea under the
Securities Act and the Exchange Act at all times from and after the date
hereof; and  (c)so long as a Holder owns any
Registrable Securities, furnish, unless otherwise available at no charge by
access electronically to the Commissions EDGAR filing system, to such Holder
forthwith upon request (i) a copy of the most recent annual or quarterly
report of K-Sea, and (ii) such other reports and documents so filed with
the Commission as such Holder may reasonably request in availing itself of any rule or
regulation of the Commission allowing such Holder to sell any such securities
without registration.  Section 2.10Transfer or Assignment of
Registration Rights.  The rights
to cause K-Sea to register Registrable Securities granted to the Purchaser by
K-Sea under this Article II may be transferred or assigned by a
Holder to a transferee or assignee; provided, that (i) the
transferee or assignee is an Affiliate of the Purchaser or (ii) there is
transferred to such transferee at least $10 million of Registrable
Securities (based on the Unit Purchase Price). 
The transferor shall give written notice to K-Sea at least five (5) Business
Days prior to any said transfer or assignment, setting forth the information
required under Section 3.01 for each such transferee and
identifying the securities with respect to which such registration rights are
being transferred or assigned, and each such transferee shall agree in writing
to be subject to all of the terms and conditions of this Agreement.  ARTICLE III
MISCELLANEOUS  Section 3.01Communications.  All notices and demands provided for
hereunder shall be in writing and shall be given by hand delivery, registered
or certified mail, return receipt requested, regular mail, facsimile or air
courier guaranteeing overnight delivery to the following addresses:  (a)If to the Purchaser:  First Reserve Corporation One Lafayette Place Greenwich, CT 06830 Attention: Alan G. Schwartz Facsimile: (203) 661-6729  with a copy to:  Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 Attention: Patrick J. Naughton Facsimile: (212) 455-2502  (b)If to K-Sea:  14


K-Sea
Transportation Partners L.P. One
Tower Center Boulevard, 17th Floor East
Brunswick, New Jersey 08816 Attention:
Timothy J. Casey Facsimile:
(732) 339-6140  with
a copy to:  Latham &
Watkins LLP 717
Texas Avenue, 16th Floor Houston,
Texas 77002 Attention:
Sean T. Wheeler Facsimile:
(713) 546-5401  or,
if to a transferee of the Purchaser, to the transferee at the addresses
provided pursuant to Section 2.10. 
All notices and communications shall be deemed to have been duly given: (i) at
the time delivered by hand, if personally delivered; (ii) upon actual
receipt if sent by registered or certified mail, return receipt requested, or
regular mail, if mailed; (iii) when receipt is acknowledged, if sent by
facsimile; and (iv) upon actual receipt when delivered to an air courier
guaranteeing overnight delivery.  Section 3.02Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties,
including subsequent Holders of Registrable Securities to the extent permitted
herein.  Section 3.03Aggregation of Registrable
Securities.  All
Registrable Securities held or acquired by Persons who are Affiliates of one
another shall be aggregated together for the purpose of determining the
availability of any rights under this Agreement.  Section 3.04Recapitalization, Exchanges, Etc.
Affecting the Registrable Securities.  The provisions of this Agreement shall apply
to the fullest extent set forth herein with respect to any and all units of
K-Sea or any successor or assignee of K-Sea (whether by merger, consolidation,
sale of assets or otherwise) that may be issued in respect of, in exchange for
or in substitution of, the Registrable Securities, and shall be appropriately
adjusted for combinations, splits, recapitalizations and the like occurring
after the date of this Agreement.  Section 3.05Specific Performance.  Damages in the event of breach of this
Agreement by a party hereto may be difficult, if not impossible, to ascertain,
and it is therefore agreed that each such Person, in addition to and without
limiting any other remedy or right it may have, will have the right to an
injunction or other equitable relief in any court of competent jurisdiction,
enjoining any such breach, and enforcing specifically the terms and provisions
hereof, and each of the parties hereto hereby waives any and all defenses it
may have on the ground of lack of jurisdiction or competence of the court to
grant such an injunction or other equitable relief.  The existence of this right will not preclude
any such Person from pursuing any other rights and remedies at law or in equity
which such Person may have.  Section 3.06Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which counterparts,  15


when so executed and delivered, shall be deemed to
be an original and all of which counterparts, taken together, shall constitute
but one and the same Agreement.  Section 3.07Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.  Section 3.08Governing Law, Submission to
Jurisdiction.  This
Agreement, and all claims or causes of action (whether in contract or tort)
that may be based upon, arise out of or relate to this Agreement or the
negotiation, execution or performance of this Agreement (including any claim or
cause of action based upon, arising out of or related to any representation or
warranty made in or in connection with this Agreement), will be construed in
accordance with and governed by the Laws of the State of New York without
regard to principles of conflicts of laws. 
Any action against any party relating to the foregoing shall be brought
the United States District Court for the Southern District of New York in New
York, New York or any New York State court sitting in New York, New York, and
the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
of such courts over any such action.  The
parties hereby irrevocably waive, to the fullest extent permitted by applicable
Law, any objection which they may now or hereafter have to the laying of venue
of any such dispute brought in such court or any defense of inconvenient forum
for the maintenance of such dispute. 
Each of the parties hereto agrees that a judgment in any such dispute
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by Law.  Section 3.09Waiver of Jury Trial.  THE PARTIES TO THIS AGREEMENT EACH HEREBY
WAIVE, AND AGREE TO CAUSE THEIR AFFILIATES TO WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO
IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT,
TORT, EQUITY OR OTHERWISE.  THE PARTIES
TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND
THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF
A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.  Section 3.10Severability of Provisions.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting or impairing the
validity or enforceability of such provision in any other jurisdiction.  Section 3.11Entire Agreement.  This Agreement is intended by the parties as
a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained  16


herein.  There
are no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein with respect to the rights granted by K-Sea set
forth herein. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.  Section 3.12Amendment.  This Agreement may be amended only by means
of a written amendment signed by K-Sea and the Holders of a majority of the
then outstanding Registrable Securities (measured on an as-converted basis); provided,however, that no such amendment shall adversely affect the rights of any
Holder hereunder without the consent of such Holder.  Section 3.13No Presumption.  In the event any claim is made by a party
relating to any conflict, omission, or ambiguity in this Agreement, no
presumption or burden of proof or persuasion shall be implied by virtue of the
fact that this Agreement was prepared by or at the request of a particular
party or its counsel.  Section 3.14Obligations Limited to
Parties to this Agreement.  Each
of the parties hereto covenants, agrees and acknowledges that no Person other
than the Purchaser, their respective permitted assignees and K-Sea shall have
any obligation hereunder and that, notwithstanding that one or more of K-Sea
and the Purchaser may be a corporation, partnership, limited liability company
or other entity, no recourse under this Agreement or under any documents or
instruments delivered in connection herewith or therewith shall be had pursuant
to this Agreement against any former, current or future director, officer,
employee, agent, general or limited partner, manager, member, stockholder or
Affiliate of any of K-Sea, the Purchaser or their respective permitted
assignees, or any former, current or future director, officer, employee, agent,
general or limited partner, manager, member, stockholder or Affiliate of any of
the foregoing, it being expressly agreed and acknowledged that no personal
liability whatsoever shall attach to, be imposed on or otherwise be incurred by
any former, current or future director, officer, employee, agent, general or
limited partner, manager, member, stockholder or Affiliate of any of K-Sea, the
Purchaser or any of their respective assignees, or any former, current or
future director, officer, employee, agent, general or limited partner, manager,
member, stockholder or Affiliate of any of the foregoing, as such, for any
obligations of K-Sea, the Purchaser or their respective permitted assignees
under this Agreement.  Section 3.15Interpretation.  Article and Section references in
this Agreement are references to the corresponding Article and Section to
this Agreement, unless otherwise specified. 
All references to instruments, documents, contracts and agreements are
references to such instruments, documents, contracts and agreements as the same
may be amended, supplemented and otherwise modified from time to time, unless
otherwise specified.  The word including
shall mean including but not limited to. 
Whenever any determination, consent or approval is to be made or given
by K-Sea under this Agreement, such action shall be in the K-Seas sole
discretion unless otherwise specified.  [Signature Page Follows]  17


IN
WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the
date first above written.  K-SEA
  TRANSPORTATION PARTNERS L.P.By:
  K-Sea
  General Partner L.P., its general partnerBy:
  K-Sea
  General Partner GP LLC, its general partnerBy:
  /s/
  Timothy J. CaseyTimothy
  J. CaseyChief
  Executive Officer and PresidentKA
  FIRST RESERVE, LLCBy:
  KA
  Fund Advisors, LLC, its managing memberBy:
  /s/
  James C. BakerName:
  James C. BakerTitle:
  Senior Managing Director   Signature Page
to Registration Rights Agreement