Exhibit 10.1


	
 

	
 


	
 

	
February 20,
 2009


	
Each of the
 Borrowers and Loan Parties

	
 


	
  party
 to the Credit Agreement identified below

	
 


	
c/o U.S.
 Shipping Partners L.P.

	
 


	
399 Thornall
 Street

	
 


	
Edison, NJ
 08837

	
 





Re: Extension
of Waiver and Fourth Amendment and Forbearance Agreement


Ladies and
Gentlemen:


          Reference
is made to (i) the Third Amended and Restated Credit Agreement, dated as of August 7,
2006, entered into by and among U.S. Shipping Partners, L.P. (“MLP”),
U.S. Shipping Operating LLC, ITB Baltimore LLC, ITB Groton LLC, ITB
Jacksonville LLC, ITB Mobile LLC, ITB New York LLC, ITB Philadelphia LLC, USS
Chartering LLC, USCS Chemical Chartering LLC, USCS Chemical Pioneer Inc., USCS
Charleston LLC, USCS Charleston Chartering LLC, USCS ATB LLC, USS ATB 1 LLC,
USS ATB 2 LLC, USCS Sea Venture LLC, USS M/V Houston LLC, U.S. Shipping Finance
Corp., USS JV Manager Inc., USS PC Holding Corp., and USS Product Manager LLC
(collectively, the “Borrowers”), the various financial institutions as
are or may become parties to the Credit Agreement as hereinafter defined
(collectively, the “Lenders”), Canadian Imperial Bank of Commerce, as
Letter of Credit Issuer, Canadian Imperial Bank of Commerce (“CIBC”), as
administrative agent for the Lenders (in such capacity, the “Administrative
Agent”), Lehman Commercial Paper Inc., as the syndication agent for the
Lenders (in such capacity, the “Syndication Agent”), and Keybank
National Association, as collateral agent (in such capacity, the “Collateral
Agent”) for the Secured Parties (as defined therein), as amended to date
(as the same may be further amended, restated, or otherwise modified from time
to time, the “Credit Agreement”), (ii) the Waiver and Fourth Amendment
to Third Amended and Restated Credit Agreement, dated as of October 20, 2008,
among the Borrowers, the Administrative Agent, the Collateral Agent, the
Syndication Agent and the Lenders party thereto (as amended by the Extension
Letter (defined below), the “Amendment”), (iii) the Extension of Waiver
and Fourth Amendment, dated January 21, 2009, among the Administrative Agent,
the Syndication Agent, the Collateral Agent, and the Lenders party thereto (the
“Extension Letter”), (iv) the Forbearance Agreement, dated as of
December 30, 2008, by and among the Borrowers, the Lenders party thereto, the
Administrative Agent, the Syndication Agent, and the Collateral Agent (the “Forbearance
Agreement”), and (v) the Extension of Waiver and Fourth Amendment and
Forbearance Agreement, dated as of February 9, 2009, by and among the
Administrative Agent, the Syndication Agent, the Collateral Agent, and the
Lenders party thereto (the “Second Extension Letter”). Any term used
herein and not otherwise defined herein shall have the meaning assigned to such
term in the Credit Agreement.







          The
parties hereby agree that:


	
 

	
 

	
 


	
 

	
(i)

	
Section 12
 of the Amendment is hereby amended by deleting the reference to “February 20,
 2009” appearing in the second line thereof and replacing such reference with
 “the earlier of (i) February 27, 2009 and (ii) the date on which the
 Borrowers make an interest payment in respect of the Senior Notes”; 


	
 

	
 

	
 


	
 

	
(ii)

	
Section 2 of
 the Forbearance Agreement is hereby amended by deleting the reference to
 “February 20, 2009” appearing in the thirteenth line thereof and replacing
 such reference with “the earlier of (i) February 27, 2009 and (ii) the date
 on which the Borrowers make an interest payment in respect of the Senior
 Notes”; and 


	
 

	
 

	
 


	
 

	
(ii)

	
all other
 terms and obligations set forth in the Amendment and the Forbearance
 Agreement shall remain in full force and effect.





          This
letter agreement (the “Letter Agreement”) shall become effective as of
the date first above written upon receipt by the Administrative Agent of duly
executed counterparts of this Letter Agreement from the Borrowers, the
Administrative Agent, the Letter of Credit Issuer and the Majority Lender.


          This
Letter Agreement may be executed by the parties hereto in several counterparts,
each of which shall be an original and all of which shall constitute together
but one and the same agreement. Delivery of an executed counterpart of a
signature page to this Letter Agreement by facsimile shall be effective as
delivery of a manually executed counterpart of this Letter Agreement.


          Nothing
contained in this Letter Agreement shall constitute a waiver of any right,
power or remedy of the Administrative Agent or any Lender under the Credit
Agreement or any other Loan Document. Except to the extent hereby amended,
waived or modified, nothing contained in this Letter Agreement shall constitute
an amendment, modification or waiver of such documents.


          THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
This Letter Agreement is a Loan Document executed pursuant to the Credit
Agreement and shall be construed and administered in accordance with all of the
terms and provisions of the Credit Agreement.


[The remainder of this page left blank
intentionally]


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          This
letter shall be governed by and construed in accordance with the laws of the
State of New York.


	
 

	
 

	
 

	
 

	
 


	
 

	
AGENTS AND LENDERS:


	
 

	
 

	
 


	
 

	
CANADIAN IMPERIAL BANK OF COMMERCE,

 as Administrative Agent and Letter of Credit Issuer


	
 

	
 


	
 

	
By:

	
/s/

	
 

	
 


	
 

	
 

	
 

	 

	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
 

	
LEHMAN COMMERCIAL PAPER INC., as Syndication
 Agent and Lender

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 

	
 


	
 

	
 

	
 

	 

	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
 

	
KEYBANK NATIONAL ASSOCIATION, as

 Collateral Agent 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 

	
 


	
 

	
 

	
 

	 

	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
 

	
______________________________________________,

	
 


	
 

	
as Lender

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 

	
 


	
 

	
 

	
 

	 

	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 





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ACCEPTED AND
AGREED:


	
 

	
 

	
 


	
BORROWERS:


	
 


	
U.S. SHIPPING PARTNERS L.P. 


	
 


	
By:

	
US Shipping
 General Partner LLC,

 its General Partner


	
 

	
 

	
 


	
By:

	
/s/ Ronald L.
 O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 


	
U.S. SHIPPING OPERATING LLC 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 

	
 


	
ITB BALTIMORE LLC 


	
 

	
 

	
 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 

	
 


	
ITB GROTON LLC


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 

	
 


	
ITB JACKSONVILLE LLC


	
 

	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 

	
 


	
ITB MOBILE LLC


	
 

	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 





- 4 -






	
 

	
 

	
 


	
ITB NEW YORK LLC

	
 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L. O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 


	
ITB PHILADELPHIA LLC

	
 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 


	
USS CHARTERING LLC

	
 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 

	
 


	
USCS CHEMICAL CHARTERING LLC

	
 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 

	
 


	
USCS CHEMICAL PIONEER INC.

	
 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 

	
 


	
USCS CHARLESTON CHARTERING LLC 

	
 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 

	
 


	
USCS CHARLESTON LLC 

	
 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 





- 5 -






	
 

	
 

	
 


	
USCS ATB LLC 

	
 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 


	
USCS ATB 1 LLC 

	
 


	
 

	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 


	
USCS ATB 2 LLC 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 


	
USCS SEA VENTURE LLC

	
 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 


	
USS M/V HOUSTON LLC 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 

	
 


	
U.S. SHIPPING FINANCE CORP. 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 


	
USS PRODUCT MANAGER LLC 

	
 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 





- 6 -






	
 

	
 

	
 


	
USS JV MANAGER INC. 

	
 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 


	
USS PC HOLDING CORP. 

	
 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 





- 7 -






	
 

	
 

	
 


	
GUARANTORS:

	
 


	
 

	
 

	
 


	
USS ATB 3 LLC 

	
 


	
 

	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 


	
 

	
 


	
USS ATB 4 LLC 

	
 


	
 

	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley

	
 


	
 

	 

	
 


	
Name:

	
Ronald L.
 O’Kelley

	
 


	
Title:

	
Chief
 Executive Officer

	
 





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