AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF

K-SEA OPERATING PARTNERSHIP L.P.

TABLE OF CONTENTS

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AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
K-SEA OPERATING PARTNERSHIP L.P.

This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of K-SEA OPERATING PARTNERSHIP L.P., dated as of                    , 2003, is entered into by and between K-Sea OLP GP, LLC, a Delaware limited liability company, as the General Partner, and K-Sea Transportation Partners L.P., a Delaware limited partnership, as the Limited Partner, together with any other Persons who hereafter become Partners in the Partnership or parties hereto as provided herein.

R E C I T A L S:

WHEREAS, K-Sea OLP GP, LLC and K-Sea Transportation Partners L.P. formed the Partnership pursuant to the Agreement of Limited Partnership of K-Sea Operating Partnership L.P. dated as of August 29, 2003 (the Prior Agreement) and a Certificate of Limited Partnership, which was filed with the Secretary of State of the State of Delaware on such date; and

WHEREAS, the Partners of the Partnership now desire to amend the Prior Agreement to reflect additional contributions by the Partners and certain other matters.

NOW, THEREFORE, in consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby amend the Prior Agreement and, as so amended, restate it in its entirety as follows:

ARTICLE I
DEFINITIONS

Section 1.1             Definitions.  The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.  Capitalized terms used herein but not otherwise defined shall have the meanings assigned to such terms in the MLP Agreement.

Additional Limited Partner means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.3 and who is shown as such on the books and records of the Partnership.

Affiliate means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question.  As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

Agreement means this Amended and Restated Agreement of Limited Partnership of K-Sea Operating Partnership L.P., as it may be amended, supplemented or restated from time to time.

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Assets means all assets conveyed, contributed or otherwise transferred, including any transfers of assets pursuant to the mergers set forth in the Contribution Agreement, to the Partnership Group prior to or on the Closing Date pursuant to the Contribution Agreement.

Assignee means a Person to whom one or more Limited Partner Interests have been transferred in a manner permitted under this Agreement, but who has not been admitted as a Substituted Limited Partner.

Associate means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.

Available Cash means, with respect to any Quarter ending prior to the Liquidation Date:

(a)           the sum of (i) all cash and cash equivalents of the Partnership on hand at the end of such Quarter, and (ii) all additional cash and cash equivalents of the Partnership on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter, less

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