AMENDMENT NO. 2 TO PARTICIPATION AND LOAN AND SECURITY AGREEMENT

Exhibit 10.1.3

AMENDMENT NO. 2

to

PARTICIPATION AND LOAN AND SECURITY AGREEMENT

among

THE CIT GROUP/EQUIPMENT FINANCING, INC.,
for itself as Lender and as Collateral Agent for Lenders,

KEYBANK N.A.,
for itself as Lender and as Administrative Agent for Lenders

and

K-SEA OPERATING PARTNERSHIP L.P.,
as Borrower

Dated as of August 11, 2004, effective as of January 14, 2004

AMENDMENT NO. 2
TO
PARTICIPATION AND LOAN AND SECURITY AGREEMENT

        THIS AMENDMENT NO. 2, dated as of August 11, 2004 ("Amendment No. 2"), to the Participation and Loan and Security Agreement entered into as of January 14, 2004 as amended by an Amendment No. 1 thereto dated January 29, 2004 (as so amended, the "Original Loan Agreement"), by and among THE CIT GROUP/EQUIPMENT FINANCING, INC., a Delaware corporation ("CIT"), for itself as Lender and as Collateral Agent for Lenders, KEYBANK N.A., a national banking association ("KeyBank," and together with CIT, the "Lenders"), for itself as lender and as Administrative Agent for Lenders, and K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership ("Borrower"), as borrower, with its principal place of business at 0000 Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxx Xxxx 00000-0000. In consideration of the mutual agreements contained herein, the parties hereto agree as follows:

RECITALS

        All things have been done to make this Amendment No. 2, when executed and delivered by the Borrower hereunder, the legal, valid and binding obligations of the Borrower.

        All capitalized terms not defined herein shall have the meanings assigned to such terms in the Original Loan Agreement.

Section 1.    DEFINITIONS

        Section 1.1 of the Original Loan Agreement is amended by restating the following:

        "'Maintenance CAPEX' shall mean all Capital Expenditures made for the purpose of maintaining (and not increasing) the operating capacity of the vessels during the previous 12 months".

Section 2.    REPRESENTATIONS, WARRANTIES AND COVENANTS

        Each and every representation, warranty and covenant made by Borrower in the Original Loan Agreement (including those representations, warranties and covenants set forth in Articles IV, VI and VII thereof) shall survive and apply with equal force and effect mutatis mutandis to this Amendment No. 2.

Section 3.    CLOSING COSTS

        Borrower shall pay to Lenders on demand all out of pocket loan costs, including, but not limited to, closing costs, attorneys' fees and expenses, recording fees and expenses, recording taxes and record searches, incurred by Lenders in connection with the negotiation, preparation, execution and delivery of all documentation relating to the transactions contemplated hereby and thereby.

Section 4.    ORIGINAL LOAN AGREEMENT RATIFIED

        Except as herein specifically otherwise provided, the Original Loan Agreement is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect. This Amendment No. 2 shall be limited solely to the matters expressly set forth herein and shall not, except to the extent expressly set forth herein, (a) constitute a waiver of any term or condition of the Original Loan Agreement or of any agreements or instruments referred to therein, (b) change any right or rights which Lenders or Borrower may now have or may have in the future under or in connection with the Original Loan Agreement or of any agreements or instruments referred to therein, or (c) modify the Original Loan Agreement or any instruments referred to therein.

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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

		K-SEA OPERATING PARTNERSHIP L.P. by its general partner K-Sea OLP GP, LLC
		By:	/s/  XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Chief Financial Officer
		THE CIT GROUP/EQUIPMENT FINANCING, INC.
		By:	/s/  XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Executive Vice President
		KEYBANK N.A.
		By:	/s/  XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Vice President

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ACKNOWLEDGMENT

STATE OF ARIZONA		)
		)		ss.:
COUNTY OF MARICOPA		)

        On this 11th day of August, 2004, before me personally appeared Xxxx X. Xxxxxx, to me known, who being by me duly sworn, did depose and say that he is the Chief Financial Officer of K-Sea OLP GP, LLC, the entity described in and which executed the foregoing instrument; and that he signed his name thereto pursuant to authority granted to him by the Board of Directors of said corporation.

/s/  XXXXXXX X. XXXXX (Notary Public)

My Commission Expires:

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