Exhibit 4.1


 


EXECUTION VERSION


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made and entered into as of October 18, 2005, by and between K-SEA
TRANSPORTATION PARTNERS L.P., a Delaware limited partnership (“K-Sea”),
and MARINE RESOURCES GROUP, INC., a Washington corporation (“MRG”).


 


WHEREAS, this Agreement is made in connection with the
closing of the transactions contemplated by that certain Membership Interest
Purchase Agreement, dated as of August 23, 2005, by and among K-Sea
Operating Partnership, L.P., a Delaware limited partnership, K-Sea, MRG and
Saltchuk Resources, Inc., a Washington corporation (the “Purchase
Agreement”) and the issuance and sale of common units representing limited
partner interests in K-Sea pursuant to the Purchase Agreement;


 


WHEREAS, K-Sea has agreed to provide the registration
and other rights set forth in this Agreement for the benefit of MRG pursuant to
the Purchase Agreement; and


 


WHEREAS, it is a condition to the obligations of MRG
and K-Sea under the Purchase Agreement that this Agreement be executed and
delivered.


 


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 1.1                                      Definitions.  The terms set forth below are used herein as
so defined:


 


“Affiliate” has the mean set forth in the
Purchase Agreement.


 


“Closing” has the meaning set forth in the
Purchase Agreement.


 


“Closing Common Units” has the meaning set
forth in the Purchase Agreement.


 


“Closing Date” has the meaning set forth in the
Purchase Agreement.


 


“Commission” means the United States Securities
and Exchange Commission.


 


“Common Units” has the meaning set forth in the
Purchase Agreement.


 


 “Effectiveness
Period” has the meaning specified therefor in Section 2.1(a) of
this Agreement.


 


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“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder.


 


“Holder” means the record holder of any
Registrable Securities.


 


 “K-Sea”
has the meaning specified therefor in the introductory paragraph of this
Agreement.


 


“Losses” has the meaning specified therefor in Section 2.5(a) of
this Agreement.


 


“MRG” has the meaning specified therefor in the
introductory paragraph of this Agreement.


 


“Person” has the meaning set forth in the
Purchase Agreement.


 


 “Purchase
Agreement” has the meaning specified therefor in the Recitals of this
Agreement.


 


“Registrable Securities” means the Closing
Common Units, all of which are subject to the rights provided herein until such
rights terminate pursuant to the provisions hereof.


 


“Registration Expenses” has the meaning
specified therefor in Section 2.4 of this Agreement.


 


“Securities Act” means the Securities Act of
1933, as amended, and the rules and regulations of the Commission
promulgated thereunder.


 


“Selling Expenses” has the meaning specified
therefor in Section 2.4 of this Agreement.


 


“Selling Holder” means a Holder who is selling Registrable
Securities pursuant to a registration statement.


 


“Shelf Registration Statement” means a
registration statement under the Securities Act to permit the 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).


 


Section 1.2                                      Registrable Securities.  Any Registrable Security will cease to be a Registrable
Security when (a) a registration statement covering such Registrable
Security has been declared effective by the Commission and such Registrable
Security has been sold or disposed of pursuant to such effective registration
statement; (b) such Registrable Security has been disposed of pursuant to
any section of Rule 144 (or any similar provision then in force under
the Securities Act); (c) such Registrable Security is held by K-Sea or one
of its subsidiaries; or (d) 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.


 


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ARTICLE II.


REGISTRATION RIGHTS


 


Section 2.1                                      Shelf
Registration.


 


(a)                                  Shelf
Registration.  As soon as practicable
following the Closing, but in any event within 60 days of the Closing, K-Sea
shall prepare and file a Shelf Registration Statement. K-Sea shall use its commercially
reasonable efforts to cause the Shelf Registration Statement to become
effective no later than 180 days after the date of the Closing.  A Shelf Registration Statement filed pursuant
to this Section 2.1(a) shall be on such appropriate
registration form of the Commission as shall be selected by K-Sea.  K-Sea will use its commercially reasonable
efforts to cause the Shelf Registration Statement filed pursuant to this Section 2.1(a) to
be continuously effective under the Securities Act until all Registrable Securities
covered by the Shelf Registration Statement have been distributed in the manner
set forth and as contemplated in the Shelf Registration Statement or there are
no longer any Registrable Securities outstanding (the “Effectiveness Period”).  The Shelf Registration Statement when
declared effective (including the documents incorporated therein by reference)
will comply as to form 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.  MRG’s rights (and any transferee’s rights
pursuant to Section 2.7) under this Section 2.1 shall terminate when
such Registrable Securities become
eligible for resale under Rule 144(k) (or any similar provision then in
force under the Securities Act).


 


(b)                                 Delay
Rights.  Notwithstanding anything to
the contrary contained herein, K-Sea may, upon written notice to any Selling Holder
whose Registrable Securities are included in the Shelf Registration Statement,
suspend such Selling Holder’s use of any prospectus which is a part of the
Shelf Registration Statement (in which event the Selling Holder shall
discontinue sales of the Registrable Securities pursuant to the Shelf
Registration Statement) if (i) 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 adversely affected by any required disclosure of such
transaction in the Shelf Registration Statement or (ii) 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 adversely
affect K-Sea; however, in no event shall any delay pursuant hereto exceed 120 days
in any calendar year.  Upon disclosure of
such information or the termination of the condition 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 to permit registered sales of Registrable Securities as contemplated in
this Agreement.


 


Section 2.2                                      Sale
Procedures.  In connection with its
obligations contained in Section 2.1, K-Sea will, as expeditiously
as possible:


 


(a)                                  prepare
and file with the Commission such amendments and supplements to the Shelf
Registration Statement and the prospectus used in connection therewith as may
be necessary to keep the Shelf Registration Statement effective for the
Effectiveness Period and as


 


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may be necessary to comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by the Shelf
Registration Statement;


 


(b)                                 furnish
to each Selling Holder (i) as far in advance as reasonably practicable before
filing the Shelf Registration Statement or any 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 the Shelf Registration
Statement or such amendment thereto, and (ii) such number of copies of the
Shelf Registration Statement and the prospectus included therein and any
supplements and amendments thereto as such Persons may reasonably request in
order to facilitate the public sale or other disposition of the Registrable
Securities covered by such Shelf Registration Statement;


 


(c)                                  if
applicable, use its commercially reasonable efforts to register or qualify the Registrable
Securities covered by the Shelf Registration Statement under the securities or
blue sky laws of such jurisdictions as the Selling Holders shall reasonably
request, provided that K-Sea will 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, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of (i) the filing of
the Shelf Registration Statement 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 post-effective
amendment thereto, when the same has become effective; and (ii) 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 the Shelf Registration Statement or any prospectus or prospectus
supplement thereto;


 


(e)                                  immediately
notify each Selling Holder, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act, of (i) the happening of
any event as a result of which the prospectus or prospectus supplement contained
in the Shelf Registration Statement, as then in effect, 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
the Shelf Registration Statement, 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


 


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action as is necessary to remove a stop order, suspension, threat
thereof or proceedings related thereto;


 


(f)                                    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;


 


(g)                                 otherwise
use its commercially reasonable efforts to comply with all applicable rules and
regulations of the Commission, and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering the period of at
least 12 months, but not more than 18 months, beginning with the first full
calendar month after the effective date of such registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 promulgated thereunder;


 


(h)                                 use
its commercially reasonable 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;


 


(i)                                     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; and


 


(j)                                     enter
into customary agreements and take such other actions as are reasonably
requested by the Selling Holders, if any, in order to expedite or facilitate
the disposition of such Registrable Securities.


 


Each Selling Holder, upon receipt of notice from K-Sea
of the happening of any event of the kind described in subsection (e) of
this Section 2.2, 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 subsection (e) of
this Section 2.2 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 to K-Sea (at K-Sea’s
expense) all copies in their possession or control, other than permanent file
copies then in such Selling Holder’s possession, of the prospectus covering
such Registrable Securities current at the time of receipt of such notice.


 


Section 2.3                                      Cooperation
by Holders.  K-Sea shall have no
obligation to include in the Shelf Registration Statement units of a Holder who
has failed to timely furnish such information which, in the opinion of counsel
to K-Sea, is reasonably required in order for the registration statement or
prospectus supplement, as applicable, to comply with the Securities Act.


 


Section 2.4                                      Expenses.  K-Sea will pay all reasonable Registration
Expenses in connection with the Shelf Registration Statement.  “Registration Expenses” means all
expenses incident to K-Sea’s performance under or compliance with this
Agreement to effect the registration of Registrable Securities in a Shelf
Registration pursuant to Section 2.1, and the


 


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disposition of such securities, including, without limitation, all registration,
filing, securities exchange listing and NYSE fees, all registration, filing,
qualification and other fees and expenses of complying with securities or blue
sky laws, fees of the National Association of Securities Dealers, Inc.,
transfer taxes and fees of transfer agents and registrars, all word processing,
duplicating and printing expenses, the fees and disbursements of counsel 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.  Except as otherwise
provided in Section 2.5 hereof, K-Sea shall not be responsible for
legal fees incurred by Holders in connection with the exercise of such Holders’
rights hereunder.  In addition, K-Sea
shall not be responsible for any “Selling Expenses,” which means all
discounts and selling commissions allocable to the sale of the Registrable
Securities.  Each Selling Holder shall
pay all Selling Expenses in connection with any sale of its Registrable
Securities.


 


Section 2.5                                      Indemnification.


 


(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 and officers and each Person, if any, who controls
such Selling Holder within the meaning of the Securities Act and the Exchange
Act, 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 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 contained in the Shelf Registration Statement,
any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, 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 light of the circumstances under which they were made) not
misleading, and will reimburse each such Selling Holder, its directors and
officers 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 omission or alleged omission so made in conformity with information furnished
by such Selling Holder or such controlling Person in writing specifically for
use in the Shelf Registration Statement, 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 or controlling Person, and shall survive the transfer of such
securities by such Selling Holder.


 


(b)                                 By
Each Selling Holder.  Each Selling
Holder agrees severally and not jointly to indemnify and hold harmless K-Sea,
its directors and officers, 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 the Shelf
Registration Statement or prospectus supplement relating to the Registrable
Securities, or any amendment or supplement thereto; provided,


 


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however, that the liability of each
Selling Holder shall not be greater in amount than the dollar amount of the
proceeds (net of any Selling Expenses) received by such Selling Holder from the
sale of the Registrable Securities giving rise to such indemnification.


 


(c)                                  Notice.  Promptly after receipt by an indemnified
party hereunder of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party other than under this Section 2.5.  In any action brought against any indemnified
party, it shall notify the indemnifying party of the commencement thereof.  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 2.5
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 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 expenses and fees of such separate
counsel and other reasonable expenses related to such participation to be
reimbursed by the indemnifying party as incurred.  Notwithstanding any other provision of this
Agreement, no indemnified party shall settle any action brought against it with
respect to which it is entitled to indemnification hereunder without the
consent of the indemnifying party, unless the settlement thereof imposes no
liability or obligation on, and includes a complete and unconditional release
from all liability of, the indemnifying party.


 


(d)                                 Contribution.  If the indemnification provided for in this Section 2.5
is held by a court or government agency of competent jurisdiction to be
unavailable to K-Sea or any Selling Holder 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 Losses as between K-Sea
on the one hand and such Selling Holder on the other, in such proportion as is
appropriate to reflect the relative fault of K-Sea on the one hand and of such
Selling Holder 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 proceeds (net of Selling Expenses) received by such Selling
Holder from the sale of Registrable Securities giving rise to such
indemnification.  The relative fault of K-Sea
on the one hand and each Selling Holder 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’


 


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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 in the first sentence of this
paragraph.  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 which 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 2.5 shall be in addition to any other rights to
indemnification or contribution which an indemnified party may have pursuant to
law, equity, contract or otherwise.


 


Section 2.6                                      Rule 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 commercially reasonable 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;


 


(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 to such Holder
forthwith upon request a copy of the most recent annual or quarterly report of K-Sea,
and such other reports and documents so filed 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 2.7                                      Transfer
or Assignment of Registration Rights. 
The rights to cause K-Sea to register Registrable Securities granted to MRG
by K-Sea under this Article II may be transferred or assigned by MRG to
one or more transferee(s) or assignee(s) of such Registrable Securities,
provided that (a) unless such transferee is an Affiliate of MRG, each such
transferee or assignee holds Registrable Securities representing at least 50%
of the number of Closing Common Units sold pursuant to the terms of the
Purchase Agreement, (b) K-Sea is given written notice prior to any said
transfer or assignment, stating the name and address of each such transferee
and identifying the securities with respect to which such registration rights
are being transferred or assigned, and (c) each such transferee assumes in
writing responsibility for its portion of the obligations of MRG under this
Agreement.


 


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ARTICLE III.


MISCELLANEOUS


 


Section 3.1                                      Communications.  All notices and other communications provided
for or permitted hereunder shall be made in writing by facsimile, courier
service or personal delivery:


 


(a)                                  if
to MRG, at 1177 Fairview Avenue North, Seattle, WA 98109-4118, notice of which
is given in accordance with the provisions of this Section 3.1,


 


(b)                                 if
to a transferee of MRG, to such Holder at the address provided pursuant to Section 2.7
above, and


 


(c)                                  if
to K-Sea, at 3245 Richmond Terrace, Staten Island, New York  10303, notice of which is given in accordance
with the provisions of this Section 3.1.


 


All such notices and communications shall be deemed to
have been received at the time delivered by hand, if personally delivered; when
receipt acknowledged, if sent via facsimile or sent via Internet electronic
mail; and when actually received, if sent by any other means.


 


Section 3.2                                      Successor
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 3.3                                      Assignment
of Rights.  All or any portion of the
rights and obligations of MRG under this Agreement may be transferred or
assigned by MRG in accordance with Section 2.7 hereof.


 


Section 3.4                                      Recapitalization,
Exchanges, etc. Affecting the Common Units. 
The provisions of this Agreement shall apply to the full extent set
forth herein with respect to any and all units of K-Sea or any successor or
assign of K-Sea (whether by merger, consolidation, sale of assets or otherwise)
which may be issued in respect of, in exchange for or in substitution of, the Registrable
Securities, and shall be appropriately adjusted for combinations,
recapitalizations and the like occurring after the date of this Agreement.


 


Section 3.5                                      Specific
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 3.6                                      Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which counterparts,


 


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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 3.7                                      Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


Section 3.8                                      Governing
Law.  The laws of the State of
Delaware shall govern this Agreement without regard to principles of conflict
of laws.


 


Section 3.9                                      Severability
of Provisions.  Any provision of this
Agreement which 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 3.10                                Entire
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 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 3.11                                Amendment.  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; provided,  however, that
no such amendment shall materially and adversely affect the rights of any
Holder hereunder without the consent of such Holder.


 


Section 3.12                                No
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.


 


[The remainder of this page is intentionally left blank.]


 


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IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	
   

  	
  K-SEA
  TRANSPORTATION PARTNERS LP.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  K-Sea General
  Partner L.P.,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  K-Sea General
  Partner GP LLC,

  
	
   

  	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard P. Falcinelli

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard P. Falcinelli

  
	
   

  	
   

  	
  Title:

  	
  VP and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MARINE RESOURCES GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Paul E.
  Stevens

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul E. Stevens

  
	
   

  	
   

  	
  Title:

  	
  President and
  C.E.O.