SEA OPERATING PARTNERSHIP L Clause Samples

SEA OPERATING PARTNERSHIP L. P., by its general partner K-Sea OLP GP, LLC, as Borrower By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer KEYBANK NATIONAL ASSOCIATION, for itself as Lender, and as Administrative Agent and as Collateral Trustee By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent and Lender By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President

SEA OPERATING PARTNERSHIP L. P., as Borrower By: K-Sea OLP GP, LLC, its general partner By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: Chief Financial Officer KEYBANK NATIONAL ASSOCIATION, for itself as Lender, and as Administrative Agent and as Collateral Trustee By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: MD BANK OF AMERICA, N.A. (successor to LaSalle Bank National Association), as Co-Syndication Agent and Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President CITIBANK, N.A., as Co-Syndication Agent and Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ III Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ III Title: Vice President CITIZENS BANK OF PENNSYLVANIA, as Co-Documentation Agent and Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Relationship Manager By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President

SEA OPERATING PARTNERSHIP L. P. K-SEA OLP GP LLC Underwriter Number of Firm Units to be Purchased 1. Public Offering Price - $19.15 2. 2,900,000 Firm Units; 435,000 Option Units ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇. 5.499 % 5.500 % ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 1.250 % 1.250 % ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1.250 % 1.250 % ▇▇▇▇ ▇. ▇▇▇▇▇▇ 1.250 % 1.250 % ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ 0.250 % 0.250 % ▇▇▇▇▇▇▇ Haslinksy 0.290 % 0.290 % ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ 0.110 % 0.110 % ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 0.050 % 0.050 % ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. 0.050 % 0.050 % K-Sea OLP GP LLC K-Sea Operating Partnership L.P. K-Sea Transportation Inc. Norfolk Environmental Services, Inc. Inversiones Kara Sea SRL

SEA OPERATING PARTNERSHIP L. P., by its general partner K-SEA OLP, LP, LLC, as Borrower By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer

SEA OPERATING PARTNERSHIP L. P. By: K-SEA OLP GP LLC, its general partner By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ President Schedule 1.1(a) Vessels K-SEA TRANSPORTATION LLC VESSELS Yankee Tugboat DBL 151 Barge Viking Tugboat Taurus Tugboat Jet Trader Tanker DBL 3201 Barge Oyster Bay Barge E-10 Barge Essex Barge Wallabout Bay Barge Great Lakes Tanker DBL 31 Barge DBL 32 Barge Baltic Sea Tugboat Volunteer Tugboat DBL 105 Barge KTC 60 Barge KTC 81 Barge KTC 90 Barge KTC 96 Barge KTC 135 Barge KTC 155 Barge KTC 55 Barge DBL 70 Barge KTC 71 Barge Tasman Sea Tugboat Irish Sea Tugboat Beaufort Sea Tugboat Bering Sea Tugboat Adriatic Sea Tugboat Java Sea Tugboat Coral Sea Tugboat Kara Sea Tugboat DBL 81 Barge DBL 82 Barge Hull No. 422 (to be known as DBL 102) Barge Rebel Tugboat DBL 152 Barge DBL 134 (Cape Cod) Barge Reliable Barge Special T Barge Falcon Tugboat Houma Tugboat Maryland Tugboat Odin Tugboat Great Gull Tanker DBL 2202 Barge Aqua (E-12) Barge American ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Barge Lemon Creek Barge Casablanca Barge Spring Creek Barge KTC 20 (HMM 100) Barge DBL 101 Barge Reliable Barge Special T Barge

SEA OPERATING PARTNERSHIP L. P., as Borrower By: K-Sea OLP GP, LLC, its general partner By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Financial Officer KEYBANK NATIONAL ASSOCIATION, for itself as Lender, and as Administrative Agent and as Collateral Trustee By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: SR. VICE PRESIDENT K-SEA OPERATING PARTNERSHIP AMENDMENT NO. 1 SIGNATURE PAGE LASALLE BANK NATIONAL ASSOCIATION, as Co-Syndication Agent and Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President CITIBANK, N.A., as Co-Syndication Agent and Lender By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ III Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ III Title: Vice President CITIZENS BANK OF PENNSYLVANIA, as Co-Documentation Agent and Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agent and Lender By: /s/ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President

SEA OPERATING PARTNERSHIP L. P. (“Borrower”), a Delaware limited partnership, promises to pay to the order of THE CIT GROUP/EQUIPMENT FINANCING, INC. (“Lender”), at such address as Lender may designate, in lawful money of the United States, the principal sum of TWENTY-FIVE MILLION FORTY-EIGHT THOUSAND AND NO HUNDREDTHS UNITED STATES DOLLARS (US$25,048,000.00) together with interest in like money on the principal sum remaining unpaid from time to time from the date of this Note until due and payable (whether as stated, by acceleration or otherwise) at the Applicable Interest Rate determined in accordance with the Loan Agreement (as defined below), said principal and interest to be paid in eighty-three (83) consecutive monthly installments of principal in the amount of ONE HUNDRED THIRTY-NINE THOUSAND ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ DOLLARS (US$139,155.00) each, plus accrued interest, commencing March 10, 2004, and a final balloon payment, due on the eighty-fourth (84th) Installment Payment Date, of all remaining principal, bearing interest accrued on the unpaid principal balance to the due date of each installment on the same day of each month thereafter until payment in full of this Note. Each such installment shall be applied first to the payment of any unpaid interest on the principal sum and then to payment of principal. Interest shall be calculated on the basis of actual number of days elapsed in a 360-day year. Any amount not paid when due under this Note shall bear late charges thereon, calculated at the Late Charge Rate, from the due date thereof until such amount shall be paid in full. Any payment received after the maturity of any installment of principal shall be applied first to the payment of unpaid late charges, second to the payment of any unpaid interest on said principal, and third to the payment of principal. This Note is the Note referred to in the Loan and Security Agreement, dated as of January , 2004, between Borrower and Lender (herein, as the same may from time to time be amended, supplemented or otherwise modified, called the “Loan Agreement”), is secured as provided in the Loan Agreement, and is subject to prepayment only as provided therein, and the holder hereof is entitled to the benefits thereof. Terms defined in the Loan Agreement shall have the same meaning when used in this Note, unless the context shall otherwise require. Borrower hereby waives presentment, protest, demand for payment, diligence, notice of dishonor and of nonpaym...

SEA OPERATING PARTNERSHIP L. P. KEY EQUIPMENT FINANCE INC.

SEA OPERATING PARTNERSHIP L. P. By: K-Sea OLP GP, LLC, its General Partner ASSIGNMENT AND ACCEPTANCE 1. The Assignor hereby irrevocably sells, assigns and delegates to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, a % interest in and to all the Assignor’s rights and obligations under the Loan Agreement and the other Loan Documents as of the Effective Date (as defined below) with respect to the Loan (including, without limitation, such percentage interest in all unpaid interest with respect to such Loan). 2. The Assignor (i) represents that as of the date hereof, the outstanding principal amount of the Loan (without giving effect to assignments thereof which have not yet become effective) is $ ; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or the other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or the other Loan Documents or any other instrument or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim created by, through or under the Assignor; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance of any of its obligations under the Loan Agreement, any of the Loan Documents or any other instrument or document furnished pursuant hereto or thereto. 3. The Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (ii) confirms that it has received a copy of the Loan Agreement and the other Loan Documents, together with copies of the most recent financial statements delivered pursuant to Section 7.4 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (iii) agrees that it will, independently and without reliance upon the Assignor or any other person which has become a Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement and the other Loan Documents; (iv) agrees that it will be bound by the provisions of...