Exhibit 4.1


WAIVER AND FOURTH AMENDMENT TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT


          THIS
WAIVER AND FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(this “Amendment”), dated as of October 20, 2008 (the “Effective Date”),
is entered into by and among U.S. SHIPPING
PARTNERS L.P., a Delaware limited partnership (the “MLP”), U.S. SHIPPING OPERATING LLC, a Delaware
limited liability company (“Operating LLC”), ITB BALTIMORE LLC, a Delaware limited liability company, ITB
GROTON LLC, a Delaware limited
liability company, ITB JACKSONVILLE LLC,
a Delaware limited liability company, ITB
MOBILE LLC, a Delaware limited liability company, ITB NEW YORK LLC, a Delaware limited
liability company, ITB PHILADELPHIA LLC,
a Delaware limited liability company, USS
CHARTERING LLC, a Delaware limited liability company (“Charter
LLC”), USCS CHEMICAL CHARTERING LLC,
a Delaware limited liability company (“Chemical Chartering”), USCS CHEMICAL PIONEER INC., a Delaware
corporation (“Chemical Pioneer”), USCS
CHARLESTON LLC, a Delaware limited liability company (“Charleston”),
USCS CHARLESTON CHARTERING LLC, a
Delaware limited liability company (“USCS Chartering”), USCS ATB LLC, a Delaware limited liability
company (“ATB LLC”), USS ATB 1 LLC,
a Delaware limited liability company (“ATB1 LLC”), USS ATB 2 LLC, a Delaware limited liability
company (“ATB2 LLC”), USCS SEA VENTURE
LLC, a Delaware limited liability company (“Sea Venture LLC”),
USS M/V HOUSTON LLC, a Delaware
limited liability company (“Houston LLC”), U.S. SHIPPING FINANCE CORP., a Delaware corporation
(“Finance
Corp.”), USS JV MANAGER INC.,
a Delaware corporation (“JV Manager”), USS
PC HOLDING CORP., a Delaware corporation (“PC Holding”) and USS PRODUCT MANAGER LLC, a Delaware limited
liability company (“Product Manager”) (each of the foregoing being
individually called a “Borrower” and 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 (in such
capacity together with its successors in such capacity, the “Administrative
Agent”) for the Lenders, LEHMAN COMMERCIAL
PAPER INC., as the syndication agent (in such capacity together with
its successors in such capacity, the “Syndication Agent”) for the
Lenders, and KEYBANK NATIONAL ASSOCIATION,
as collateral agent (in such capacity, together with its successors in such
capacity, the “Collateral Agent”) for the Secured Parties (as defined in
the Credit Agreement hereinafter defined).


WITNESSETH:


          WHEREAS,
the Borrowers, the Lenders, the Letter of Credit Issuer, the Administrative
Agent, the Syndication Agent and the Collateral Agent have entered into that
certain Third Amended and Restated Credit Agreement dated as of August 7, 2006,
as amended by the First Amendment to Third Amended and Restated Credit
Agreement dated as of August 28, 2006, as further amended by the Second
Amendment to Third Amended and Restated Credit Agreement dated as of April 25,
2007, as further amended by the Third Amendment to Third Amended and Restated
Credit Agreement dated as of June 29, 2007 (as so amended and as may be further
amended or otherwise modified, the “Credit Agreement”);






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


          WHEREAS,
the Borrowers, the Lenders, the Letter of Credit Issuer, the Administrative
Agent, the Syndication Agent and the Collateral Agent intend to waive for a
limited time and amend certain provisions of the Credit Agreement as set forth
herein.


          NOW
THEREFORE, in consideration of the foregoing and the
mutual agreements set forth herein, the parties hereto agree as follows:


          SECTION
1. Definitions. Unless otherwise defined in
this Amendment, each capitalized term used in this Amendment has the meaning
assigned to such term in the Credit Agreement.


          SECTION
2. Amendment of Section 1.1. Section 1.1 of the
Credit Agreement is hereby amended 


	
 

	
 

	
 


	
 

	
          (a)
 by inserting each of the following new definitions in the appropriate
 alphabetical locations:


	
 

	
 

	
 


	
 

	
 

	
          “Credit
 Spread” means an amount equal to 1.75% per annum.


	
 

	
 

	
 


	
 

	
 

	
          “Fourth
 Amendment” means that certain Waiver and Fourth Amendment to Third
 Amended and Restated Credit Agreement, dated as of the Fourth Amendment
 Effective Date, by and among the Borrowers, the Lenders party thereto, the
 Administrative Agent, Letter of Credit Issuer, the Syndication Agent and the
 Collateral Agent.


	
 

	
 

	
 


	
 

	
 

	
          “Fourth
 Amendment Effective Date” means October 20, 2008.


	
 

	
 

	
 


	
 

	
 

	
          “ITB
 Vessels” means collectively, those single-hulled integrated tug barge
 Vessels identified on Schedule II as the Baltimore, Groton,
 Jacksonville, Mobile, New York and Philadelphia, and individually, any one of
 such Vessels, which for clarity “ITB Vessel” shall mean both the
 towing vessel and the tank barge identified in Schedule II as having
 the same name.


	
 

	
 

	
 


	
 

	
 

	
          “MLP
 Divestiture” shall mean the consolidation, merger, or amalgamation by the
 MLP and its Restricted Subsidiaries with or into, or the transfer of all or
 substantially all of the assets of the MLP and its Restricted Subsidiaries
 to, any Person other than an Affiliate of the MLP or any other transaction
 with such a Person in which the MLP is the surviving entity but such
 transaction results in a Change of Control as defined hereunder which is
 consummated after the Fourth Amendment Effective Date.





2






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


	
 

	
 

	
 


	
 

	
 

	
          “PIK
 Interest Rate” shall mean for any Interest Period, a rate per annum equal
 to 1.50%; provided, however, if the Borrowers and their
 Restricted Subsidiaries have not executed a definitive agreement for the MLP
 Divestiture on or before January 31, 2009 or if any such definitive agreement
 shall be terminated or otherwise expire prior to the consummation of the MLP
 Divestiture, then as of January 31, 2009 or the date of such agreement
 termination, as applicable, a rate per annum equal to 4.50%.


	
 

	
 

	
 


	
 

	
 

	
          “Professional
 Fees” shall mean fees charged by attorneys, accountants, investment
 bankers and financial, technical and legal consultants but does not include
 (a) fees of the MLP’s Registered Public Accounting Firm (as such term is
 defined in the Securities Laws) incurred in connection with the preparation
 of the Loan Parties’ audited financial statements and the related reports and
 opinion and (b) fees and disbursements of legal counsel in connection with
 routine tasks including, without limitation, preparation and filing of
 documents required for compliance with Securities Laws, admiralty law and
 other Applicable Law, and contracts with employees, vendors, charterers and
 Vessel construction contractors.


	
 

	
 

	
 


	
 

	
 

	
          “Restructuring
 Expenses” shall mean (a) those costs and expenses, including Professional
 Fees, that in the good faith opinion of MLP’s senior management are
 reasonably incurred on or after January 1, 2008 in connection with, or
 related to, the organizational restructuring of the MLP and its Restricted
 Subsidiaries and implementation of cost-savings initiatives relating thereto,
 including costs and expenses in respect of or otherwise directly related to
 employee severance and key employee retention programs, and (b) any reserves
 established in accordance with GAAP by MLP and its Restricted Subsidiaries to
 fund costs and expenses that are reasonably estimated to be payable and are
 attributable to the foregoing events (as determined reasonably and in good
 faith by the MLP).


	
 

	
 

	
 


	
 

	
 

	
          “Revolving
 Credit Availability” shall mean the Revolving Commitment Amount less
 the aggregate outstanding principal amount of all Revolving Loans and Letter
 of Credit Obligations.


	
 

	
 

	
 


	
 

	
 

	
          “Securities
 Laws” shall mean the Securities Act of 1933 and the Securities Exchange
 Act of 1934.


	
 

	
 

	
 


	
 

	
 

	
          “Short-Term
 Cash Position Projection” has the meaning assigned such term in Section
 7.1.1(o).





3






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


	
 

	
 

	
 


	
 

	
 

	
          “Unrestricted
 Cash” shall mean all cash and Cash Equivalent Investments of the
 Borrowers and each Guarantor held in an account (other than Escrow Accounts
 and the Restricted Loss Proceeds Account) maintained at the Collateral Agent
 or Securities Intermediary or an account at another financial institution
 which account is subject to the “control” (within the meaning of Section
 9.104(a) or Section 9.106(c), as applicable, of the U.C.C. (as defined in the
 Security Agreements)) of the Collateral Agent; but excluding (i) any and all
 Net Proceeds received from a Disposition permitted under Section 7.2.11
 and not yet applied pursuant to Section 3.1(d) and (ii) all amounts
 withdrawn from the New ATB Escrow Account for the payment of Certified New
 ATB Expenses (as defined in the Cash Collateral Control Agreement) to become
 due and payable during the 60 day period following such withdrawal, as
 certified to by an Authorized Officer of the Borrowers in the relevant
 withdrawal request executed and delivered pursuant to Section 3(g) of the
 Cash Collateral Control Agreement. 


	
 

	
 

	
 


	
 

	
          (b)
 by deleting the text of clause (b) of the definition of “Commitment Fee
 Rate” in its entirety and replacing it with the following: “(b) at any
 time with respect to the Revolving Loan Commitment, 1.00% per annum.”.


	
 

	
 

	
 


	
 

	
          (c)
 by deleting the text of the definition of “Consolidated EBITDA” and
 replacing it in its entirety with the following:


	
 

	
 

	
 


	
 

	
 

	
          “Consolidated
 EBITDA” means, for any period, for the MLP and its Restricted
 Subsidiaries on a consolidated basis, an amount equal to (x) the sum of (a)
 consolidated Net Income, (b) consolidated Interest Charges (exclusive of
 capitalized interest and net of interest income), (c) the amount of taxes,
 based on or measured by income, to the extent used or included in the
 determination of such consolidated Net Income, (d) the amount of depreciation
 and amortization expense deducted in determining such consolidated Net
 Income, (e) other non-recurring items reducing consolidated Net Income but
 not requiring the expenditure of cash, net of those non-recurring items
 increasing consolidated Net Income but not constituting the receipt of cash,
 (f) any amounts due to USS Chartering LLC pursuant to the Support Agreement
 during such period (net of permitted set offs under the Support Agreement) to
 the extent not included in calculating consolidated Net Income for such
 period, (g) Restructuring Expenses and, without duplication, transaction
 costs and expenses incurred on or after January 1, 2008 and no later than
 June 30, 2009 in connection with, or related to, the consummation of the MLP
 Divestiture, including without limitation, Professional Fees, to the extent
 deducted in calculating consolidated Net Income for such period, in an amount
 not to exceed $5,000,000 in the aggregate, (h) without duplication, costs and
 expenses incurred in connection with, or related to, the preparation,
 negotiation, execution and closing of the Fourth Amendment, including without
 limitation, expenses required to comply with accounting requirements related
 to the accounting treatment of Hedge Agreements necessitated by the terms of
 the Fourth Amendment and the fees and expenses paid pursuant to Sections 15,
 20 and 21 of the Fourth Amendment, to the extent deducted in calculating
 consolidated Net Income for such period, and (i) any other pro forma
 adjustments which shall be made in the judgment of the Administrative Agent; minus
 (y) without duplication of amounts deducted in respect of set offs pursuant
 to clause (f) above, any amounts payable by USS Chartering LLC pursuant to
 the Support Agreement accruing during such period to the extent not deducted
 in calculating consolidated Net Income for such period.”





4






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


	
 

	
 

	
 


	
 

	
          (d)
 by deleting the text of the definition of “Consolidated Pro Forma EBITDA”
 and replacing it in its entirety with the following:


	
 

	
 


	
 

	
 

	
          “Consolidated
 Pro Forma EBITDA” means, for any period, for the MLP and its Restricted
 Subsidiaries on a consolidated basis, an amount equal to (x) the sum of (a)
 consolidated Net Income, (b) consolidated Interest Charges (exclusive of
 capitalized interest and net of interest income), (c) the amount of taxes,
 based on or measured by income, to the extent used or included in the
 determination of such consolidated Net Income, (d) the amount of depreciation
 and amortization expense deducted in determining such consolidated Net
 Income, (e) other non-recurring items reducing consolidated Net Income but
 not requiring the expenditure of cash, net of those non-recurring items
 increasing consolidated Net Income but not constituting the receipt of cash, (f)
 any amounts due to USS Chartering LLC pursuant to the Support Agreement
 during such period (net of permitted set offs under the Support Agreement) to
 the extent not included in calculating consolidated Net Income for such
 period, (g) Restructuring Expenses and, without duplication, transaction
 costs and expenses incurred on or after January 1, 2008 and no later than
 June 30, 2009 in connection with, or related to, the consummation of the MLP
 Divestiture, including without limitation, Professional Fees, to the extent
 deducted in calculating consolidated Net Income for such period, in an amount
 not to exceed $5,000,000 in the aggregate, (h) without duplication, costs and
 expenses incurred in connection with, or related to, the preparation,
 negotiation, execution and closing of the Fourth Amendment, including without
 limitation, expenses required to comply with accounting requirements related
 to the accounting treatment of Hedge Agreements necessitated by the terms of
 the Fourth Amendment and the fees and expenses paid pursuant to Sections 15,
 20 and 21 of the Fourth Amendment, to the extent deducted in calculating
 consolidated Net Income for such period, and (i) any other pro forma
 adjustments which shall be made in the judgment of the Administrative Agent; minus
 (y) without duplication of amounts deducted in respect of set offs pursuant
 to clause (f) above, any amounts payable by USS Chartering LLC pursuant to
 the Support Agreement accruing during such period to the extent not deducted
 in calculating consolidated Net Income for such period; provided, however,
 that each of the foregoing clauses (a), (b), (c), (d), and (e) shall be
 calculated after giving pro forma effect, subject to the discretion of the
 Administrative Agent, to any Vessel Acquisition or Disposition completed
 during such period as if such Vessel Acquisition or Disposition occurred on
 the first day of such period.”





5






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


	
 

	
 

	
 


	
 

	
          (e)
 by deleting the text of the definition of “Debt” and replacing it in
 its entirety with the following:


	
 

	
 

	
 


	
 

	
 

	
          “Debt”
 means the outstanding principal amount of all Indebtedness of the MLP and its
 Restricted Subsidiaries of the nature referred to in clauses (a), (b),
 (c) and (f) of the definition of “Indebtedness”; provided
 however, that the calculation of Debt shall not include any increase
 in principal outstanding pursuant to Section 3.2.4 of this Agreement.


	
 

	
 

	
 


	
 

	
          (f)
 by deleting the text of the definition of “Interest Charges” and
 replacing it in its entirety with the following:


	
 

	
 

	
 


	
 

	
 

	
          “Interest
 Charges” means, for any period, for the MLP and its Restricted
 Subsidiaries on a consolidated basis, the sum of (a) all interest, premium
 payments, fees (including fees payable with respect to Letters of Credit,
 other than the Capitalization LOC, but not including amortization of deferred
 financing fees), charges and related expenses of the MLP and its Restricted
 Subsidiaries in connection with borrowed money (including capitalized
 interest and securitization expense) or in connection with the deferred
 purchase price of assets, in each case to the extent treated as interest in
 accordance with GAAP, and (b) the portion of rent expense of the Borrowers
 and their Restricted Subsidiaries with respect to such period under capital
 leases that is treated as interest in accordance with GAAP; provided
 that for purposes of calculation of twelve-month Interest Charges for any
 period ending on or before June 30, 2007, such Interest Charges shall be
 calculated pursuant to the following formula:








	 

	 

	 


	
  Interest
 Charges =  

	
  X  

	
  X 365


	
A


	 

	 

	 








	
 

	
 

	
 


	
 

	
 

	
where as of
 any date of determination, (1) A equals the actual number of calendar days
 elapsed since the Effective Date and (2) X equals Interest Charges actually
 accrued by the MLP and its Restricted Subsidiaries from the Effective Date
 through the date of such calculation; provided further, that the calculation
 of Interest Charges shall not include any interest accrued and payable under Section
 3.2.4 of this Agreement.”


	
 

	
 

	
 


	
 

	
          (g)
 by deleting the text of the definition of “Net Income” and replacing
 it in its entirety with the following:


	
 

	
 

	
 


	
 

	
 

	
          “Net
 Income” means, for any period, for the MLP and its Restricted
 Subsidiaries on a consolidated basis, the net income of the MLP and its
 Restricted Subsidiaries from continuing operations after extraordinary items
 (excluding extraordinary gains or losses from sales or other dispositions of
 assets) for that period; provided, however, that in calculating
 Net Income, the revenue and expenses directly attributable to grain voyages
 by any ITB Vessel (as certified to the Administrative Agent in the
 certificate delivered pursuant to Section 7.1.1(d)) shall be
 recognized pro rata over the entire voyage on a “round-trip” basis consistent
 with the historical methodology for calculating time charter equivalents for
 petroleum voyages, notwithstanding that under GAAP such revenue and expenses
 are recognized only when the grain cargo is discharged and finally
 delivered.”





6






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


          SECTION
3. Amendment of Section 2.4. Section 2.4 of the
Credit Agreement is hereby amended by adding the following new sentence to the
end of such Section 2.4:


                              “Notwithstanding
anything to the contrary in this Section 2.4 or otherwise in this Agreement or
any other Loan Document, (i) the Borrower may not elect to convert a LIBO Rate
Loan into a Base Rate Loan and (ii) no LIBO Rate Loan shall automatically or
otherwise convert into a Base Rate Loan (and all such Loans shall remain as
LIBO Rate Loans) unless on the date of the Continuation/Conversion Notice and
on the date of the actual continuation or conversion with respect to any LIBO
Rate Loan (or in the absence of the delivery of a Continuation/Conversion
Notice with respect to any LIBO Rate Loan, unless on the last day of the then
current Interest Period with respect thereto), the Alternate Base Rate shall
exceed the LIBO Rate (Reserve Adjusted) by more than 1% on such dates.”


          SECTION
4. Amendment of Section 3.2. Section 3.2 of the
Credit Agreement is hereby amended as follows:


	
 

	
 

	
 


	
 

	
          (a)
 A new Section 3.2.4 is added to Section 3.2 to read as follows:


	
 

	
 

	
 


	
 

	
 

	
          “SECTION 3.2.4 PIK Interest. In
 addition to the interest accruing pursuant to Sections 3.2.1or 3.2.2,
 as applicable, the Borrowers shall pay, but only to the extent permitted by
 law, interest on all outstanding Loans and Unreimbursed Amounts which shall
 begin accruing on (and including) the Fourth Amendment Effective Date at a
 rate equal to the then-applicable PIK Interest Rate and which such interest
 shall be payable on each Quarterly Payment Date and the Stated Maturity Date
 (or in the case of any acceleration of Loans pursuant to Section 8.2
 or 8.3, immediately upon such acceleration) in kind by increasing the
 aggregate principal amount of the Loans (and Unreimbursed Amounts, if any) by
 such amount, with all such increased amounts due and payable in cash upon
 final maturity and principal repayment of the Loans (whether by acceleration
 or otherwise).”


	
 

	
 

	
 


	
 

	
          (b)
 Amendment of Section 3.2.1. Section 3.2.1 of the Credit Agreement is
 hereby amended by:


	
 

	
 

	
 


	
 

	
          (i)
 adding the following new clause immediately following the end of clause (b)
 thereto “; provided however, that notwithstanding anything to the
 contrary in this Section 3.2.1 or otherwise in this Agreement or any other
 Loan Document, in no event shall the Borrower elect in a Borrowing Request or
 Continuation/Conversion Notice that Loans comprising a Borrowing accrue
 interest at a rate per annum equal to the Alternate Base Rate plus the
 Applicable Margin (and all such Loans shall accrue interest at a rate per
 annum equal to the sum of the LIBO Rate (Reserve Adjusted) plus the
 Applicable Margin for the Interest Period applicable thereto) unless on the
 date of any such Borrowing Request, Continuation/Conversion Notice and actual
 Borrowing, the Alternate Base Rate shall exceed the LIBO Rate (Reserve
 Adjusted) by more than 1% on such dates.”





7






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


	
 

	
 

	
 


	
 

	
          (ii)
 deleting the definition of “LIBO Rate” set forth therein and replacing it in
 its entirety with the following:


	
 

	
 

	
 


	
 

	
 

	
          “LIBO
 Rate” means, relative to any Interest Period for LIBO Rate Loans, the
 rate of interest equal to the higher of (a)(i) the rate per annum appearing
 on Telerate Page 3750 (or any successor page) as the London interbank offered
 rate for deposits in Dollars at approximately 11:00 a.m. (London time) two
 Business Days before the first day of the relevant Interest Period for a term
 comparable to such Interest Period; (ii) if for any reason such foregoing
 rate is not available, the rate per annum appearing on Reuters Screen LIBO
 page as the London interbank offered rate for deposits in Dollars at
 approximately 11:00 a.m. (London time) two Business Days before the first day
 of such Interest Period for a term comparable to such Interest Period; provided
 that if more than one rate is specified on Reuters Screen LIBO page, the
 applicable rate shall be the arithmetic mean of all such rates; and (iii) if
 neither the Telerate Page 3750 nor the Reuters Screen LIBO page rate is available,
 the interest rate per annum equal to the rate per annum at which deposits in
 Dollars are offered by the principal office of the Administrative Agent in
 London, England to prime banks in the London interbank market at 11:00 a.m.
 (London time) two Business Days before the first day of such Interest Period
 in an amount substantially equal to the amount of the Loan of the
 Administrative Agent comprising part of such Loan and for a period equal to
 such Interest Period, and (b) 3.25% per annum.”





          SECTION
5. Amendment of Section 7.1.1 of the Credit
Agreement. Section 7.1.1 of the Credit Agreement is hereby amended as
follows:


	
 

	
 

	
 


	
 

	
          (a)
 by deleting clause (d) thereof and replacing it in its entirety with the
 following:


	
 

	
 

	
 


	
 

	
 

	
          “(d)
 as soon as available and in any event within (A) (i) 30 days after the end of
 the Fiscal Quarter ending December 31, 2008 and (ii) 45 days after the end of
 each Fiscal Quarter other than the Fiscal Quarter ending December 31, 2008, a
 certificate, executed by the chief financial Authorized Officers of the
 General Partner and each of the Borrowers, showing (in reasonable detail and
 with appropriate calculations and computations in all respects reasonably
 satisfactory to the Administrative Agent) compliance with the financial
 covenants set forth in Section 7.2.4(a)-(d) and certifying that as of
 the date thereof, no Default or Event of Default has occurred or is
 continuing and (B) 30 days after the end of each calendar month commencing
 with the calendar month ending October 31, 2008 and ending with the calendar
 month ending January 31, 2009, a certificate, executed by the chief financial
 Authorized Officers of the General Partner and each of the Borrowers, showing
 (in reasonable detail and with appropriate calculations and computations in
 all respects reasonably satisfactory to the Administrative Agent) compliance
 with the financial covenants set forth in Section 7.2.4(e) and
 certifying that as of the date thereof, no Default or Event of Default has
 occurred or is continuing and;”





8






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


	
 

	
 

	
 


	
 

	
          (b)
 by deleting the text “and” at the end of clause (m) thereof, and


	
 

	
 

	
 


	
 

	
          (c)
 by replacing the period at the end of clause (n) thereof with the text
 “and;”, and by adding a new clause (o) at the end thereof as follows:


	
 

	
 

	
 


	
 

	
 

	
          “(o)
 on the first Business day of each calendar month, beginning with the first
 Business Day of November 2008, a report setting forth the Unrestricted Cash
 held by the Borrowers and each Guarantor as of the last day of the
 immediately preceding calendar month and a projection (the “Short-Term
 Cash Position Projection”) of the Unrestricted Cash to be held by the
 Borrowers and each Guarantor and the Revolving Credit Availability for each
 of the immediately succeeding 13 weeks, which such Short-Term Cash Position
 Projection shall reflect the Borrowers’ and their Restricted Subsidiaries’
 anticipated revenues and payments and other distributions to be made in the
 customary manner, prepared in good faith based upon assumptions believed by
 the Borrowers to be reasonable, and such report shall include a comparison
 with and an explanation of any material changes to the previous month’s
 Short-Term Cash Position Projection and be accompanied by a certificate from
 the chief financial Authorized Officers of the Borrowers certifying that (i)
 such Short-Term Cash Position Projection is reasonable based on the
 assumptions stated therein and on the best information available to the
 Borrowers at the time, and (ii) as of the date thereof, no Default or Event
 of Default has occurred or is continuing.”





          SECTION
6. Amendment of Section 7.1.14 of the Credit
Agreement. Section 7.1.14 of the Credit Agreement is hereby amended by
deleting the amount “$5,900,000” and replacing it with the amount “$6,500,000”.


          SECTION
7. Amendment of Section 7.2.4 of the Credit
Agreement. Section 7.2.4 of the Credit Agreement is hereby amended by
adding the following new clause (e) thereto:


9






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


                              “(e)
Consolidated EBITDA as of the last day of each calendar month set forth below
to be an amount less than the amount set forth below opposite such month for
the period beginning September 1, 2008 and ending in each case on the last day
of such calendar month:


	
 

	
 

	
 

	
 

	
 


	
Month Ending

	
 

	
Consolidated EBITDA 

	
 


	 

	
October 31,
 2008

	
 

	
$

	
4,000,000

	
 


	
 

	
 

	
 

	
 

	
 


	
November 30,
 2008

	
 

	
$

	
6,000,000

	
 


	
 

	
 

	
 

	
 

	
 


	
December 31,
 2008

	
 

	
$

	
9,000,000

	
 


	
 

	
 

	
 

	
 

	
 


	
January 31,
 2009

	
 

	
$

	
13,000,000

	
”





          SECTION
8. Amendment of Section 7.2.6 of the Credit
Agreement. Section 7.2.6 of the Credit Agreement is hereby amended by
deleting the text of clause (b) thereof and replacing it in its entirety with
the following:


	
 

	
 

	
 


	
 

	
 

	
          “(b)
 if (i) a Default or Event of Default shall have occurred and be continuing,
 or would result therefrom or (ii) any Loan or Unreimbursed Amount shall be
 outstanding, the MLP will not declare, pay or make any Distribution (in cash,
 property, or obligations) on any interests (now or hereafter outstanding) in
 the MLP; and ”





          SECTION
9. Amendment of Section 7.2.7 of the Credit
Agreement. Section 7.2.7 of the Credit Agreement is hereby amended by inserting
a new clause (c) at the end thereof to read as follows:


	
 

	
 

	
 


	
 

	
 

	
          “(c)
 Notwithstanding the foregoing clauses (a) and (b) of this Section
 7.2.7, the Borrowers will not, and will not permit any of their
 Restricted Subsidiaries to, make any Capital Expenditures on or after the
 Fourth Amendment Effective Date for the drydocking of any of the ITB Vessels
 that is not operating at such time under a then-effective Material Charter.”





          SECTION
10. Amendment of Section 7.2.11 of the Credit Agreement.
Section 7.2.11 of the Credit Agreement is hereby amended by inserting the
following text immediately prior to the period at the end thereof:


	
 

	
 

	
 


	
 

	
 

	
“; provided,
 further, that at any time on or after the Fourth Amendment Effective
 Date, notwithstanding anything in this Section to the contrary, the Borrowers
 and their Restricted Subsidiaries shall be permitted to Dispose of any two of
 the ITB Vessels, as long as such Dispositions, either pursuant to a sale or
 for demolition and recycling, has been duly authorized by the Board of
 Directors of the General Partner and the proceeds from such Disposition are
 applied solely to make a mandatory prepayment of the Loans concurrently with
 the receipt of the Net Proceeds from any such Disposition in accordance with Section
 3.1(d) (which, for clarity, excludes any right of the Borrowers under Section
 3.1(d) to replace any such Disposed Vessels within 90 days of the receipt
 of such Net Proceeds)”.





10






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


          SECTION
11. Amendment of Section 8.1.5 of the Credit
Agreement. Section 8.1.5 of the Credit Agreement is hereby amended by
deleting the text “(subject to any applicable grace period)” in the second line
thereof.


          SECTION
12. Waiver. The Majority Lenders and Agents
hereby waive only until January 31, 2009 (the “Limited Waiver End Date”)
any Default or Event of Default under Section 8.1.3 of the Credit Agreement
resulting from the Borrowers’ failure to comply with Section 7.2.4(a), (b) (c)
and/or (d) of the Credit Agreement for the Fiscal Quarter ending September 30,
2008 and the Fiscal Quarter ending December 31, 2008. The waiver set forth in
this Section 12 is effective as of the Effective Date and only for the
instances and to the extent set forth above (such Default and/or Event of
Default being so waived, being the “Specified Defaults”) and nothing
herein shall be deemed a waiver of any such failure which arises after the
Limited Waiver End Date, and such limited waiver shall not constitute a course
of dealing between Borrowers, on the one hand, and the Agents and/or the
Lenders, on the other hand. Except as specifically provided herein, nothing
contained herein shall constitute a waiver of any other or subsequent Default
or Event of Default including any that may exist as of the date of this
Amendment (other than those expressly specified in this Section 12), whether of
the same or different nature or a waiver of any of the Agents’ or the Lenders’
rights and remedies under the Credit Agreement and/or any of the other Loan
Documents, all of which are hereby reserved. The limited waiver set forth in
this Section 11 shall be null and void at any time after the Limited Waiver End
Date as determined by the Agents and Majority Lenders in their sole discretion
and the Agents, Letter of Credit Issuer and Lenders’ shall have any and all
rights and remedies under the Credit Agreement and/or any of the other Loan
Documents with respect to the Specified Defaults at anytime after such Limited Waiver
End Date. 


          SECTION
13. Amendment of Exhibit C of the Credit Agreement.
Exhibit C of the Credit Agreement is hereby amended by deleting Exhibit C
thereto and replacing it in its entirety with Exhibit C attached hereto.


          SECTION
14. Omnibus Amendment; Mortgage Amendment. The
Credit Agreement and each other Loan Document other than the Mortgages are
hereby amended by replacing the text “Applicable Margin” with the text
“Applicable Margin plus the Credit Spread” in each case where the text
“Applicable Margin” appears therein, except in the definition of “Applicable
Margin”, Section 2.1.6 and Section 10.1(c) of the Credit Agreement. The
Borrowers covenant and agree that they shall execute and deliver amendments to
the Mortgages, containing terms and subject to conditions reasonably
satisfactory to the Administrative Agent, within thirty (30) days (or such
timeframe as is acceptable to the Administrative Agent) after the Effective
Date, together with such other customary documents in connection therewith as
the Administrative Agent may reasonably request in order to secure the Credit
Spread by the Mortgages.


11






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


          SECTION
15. Payment of Costs and Expenses. In
furtherance of Section 10.3 of the Credit Agreement, but not in lieu thereof,
the Borrowers acknowledge and agree that as of the Effective Date of this
Amendment, the Obligations are being restructured pursuant to this Amendment
and thus in accordance with the terms of the Loan Documents, the Borrowers
agree to reimburse that Administrative Agent, the Letter of Credit Issuer, the
Syndication Agent, the Collateral Agent, and each Lender upon demand for all
reasonable out-of-pocket expenses incurred by the Administrative Agent, the
Letter of Credit Issuer, the Syndication Agent, the Collateral Agent, and such
Lender arising out of or in connection with the Obligations or the Credit
Agreement or any other Loan Document, including, without limitation, the reasonable
fees and expenses of (a) Mayer Brown LLP and Kaye Scholer LLC, as counsel to
the Administrative Agent, (b) reasonable fees and expenses of counsel hired by
the Collateral Agent, and (c) a financial consulting firm engaged by the
Administrative Agent. 


          SECTION
16. Representations and Warranties, Etc. To
induce the Lenders to enter into this Amendment, each of the Borrowers shall
have represented and warranted to the Administrative Agent, the Letter of
Credit Issuer, the Collateral Agent, the Syndication Agent and the Lenders, and
by its execution and delivery of this Amendment such Borrower does hereby
represent and warrant to the Administrative Agent, the Letter of Credit Issuer,
the Collateral Agent, the Syndication Agent and the Lenders, that:


	
 

	
 

	
 


	
 

	
          (a)
 each of the representations and warranties by such Borrower contained in the
 Credit Agreement and in the other Loan Documents are true and correct on and
 as of the date hereof in all material respects as though made as of the date
 hereof, except those that by their terms relate solely as to an earlier date,
 in which event they shall be true and correct on and as of such earlier date;


	
 

	
 

	
 


	
 

	
          (b)
 the execution, delivery and performance of this Amendment has been duly
 authorized by all requisite organizational action on the part of such
 Borrower;


	
 

	
 

	
 


	
 

	
          (c)
 the Credit Agreement and each other Loan Document to which it is a party
 constitute valid and legally binding agreements enforceable against such
 Borrower in accordance with their respective terms, except as such
 enforceability may be limited by bankruptcy, insolvency, reorganization,
 moratorium, fraudulent transfer or other similar laws relating to or
 affecting the enforcement of creditors’ rights generally and by general
 principles of equity; and


	
 

	
 

	
 


	
 

	
          (d)
 no Default or Event of Default exists under the Credit Agreement or any of
 the other Loan Documents (after giving effect to this Amendment).





          SECTION
17. Ratification. Each Borrower hereby ratifies
and confirms, as of the Effective Date, (a) the covenants and agreements
contained in each Loan Document to which it is a party, including, in each
case, as such covenants and agreements may be modified by this Amendment and
the transactions contemplated thereby and (b) all of the Obligations under the
Credit Agreement and the other Loan Documents. In furtherance of the foregoing,
each Borrower hereby confirms and acknowledges, as of the date hereof, that it
is validly indebted to the Administrative Agent, the Collateral Agent, the
Letter of Credit Issuer, the Lenders and the Secured Hedge Counterparties for
the payment in full of all Secured Obligations (as defined in the Security
Agreements), without defense, counterclaim, offset, cross-complaint, claim or
demand of any kind or nature whatsoever. Each Guarantor hereby confirms and
acknowledges as of the date hereof that it is validly indebted to the
Administrative Agent, the Collateral Agent, the Letter of Credit Issuer, the
Lenders and the Secured Hedge Counterparties for the payment in full of all
Secured Obligations (as defined in the Security Agreements) which it has
guaranteed, without defense, counterclaim, offset, cross-complaint, claim or
demand of any kind or nature whatsoever. This Amendment is an amendment to the
Credit Agreement, and the Credit Agreement as amended hereby, is hereby
ratified, approved and confirmed in each and every respect. 


12






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


          SECTION
18. Limited Purpose. The amendments and waivers
provided for herein are limited to the specific sections of the Credit
Agreement specified herein and shall not constitute an amendment or waiver of,
or an indication of any Agent’s or the Lenders’ willingness to amend or waive,
any other provisions of the Credit Agreement or the same sections for any other
date or purpose.


          SECTION
19. Release. Each of the Borrowers and each of
the Guarantors, on its own behalf, and on behalf of its successors and assigns,
hereby releases, waives and forever discharges the Administrative Agent, the
Collateral Agent, the Letter of Credit Issuer, the Lenders and the Secured
Hedge Counterparties and all of their officers, directors, employees and agents
from any and all actions, causes of action, debts, dues, claims, demands,
liabilities and obligations of every kind and nature, both in law and equity,
known or unknown, whether matured or unmatured, absolute or contingent arising
from the beginning of the world through the date hereof with respect to this
Amendment, the Credit Agreement, the other Loan Documents and the transactions
contemplated thereby.


          SECTION
20. Effectiveness. This Amendment shall become
effective as of the Effective Date when all of the conditions set forth in this
Section have been satisfied. 


	
 

	
 

	
 


	
 

	
          (a)
 The Administrative Agent shall have received duly executed counterparts of
 this Amendment from the Borrowers, the Administrative Agent, the Letter of
 Credit Issuer and the Majority Lenders; and


	
 

	
 

	
 


	
 

	
          (b)
 The Administrative Agent shall have received (i) all reasonable fees, costs
 and expenses incurred in connection with the negotiation, preparation,
 execution and delivery of this Amendment and related documents, including all
 reasonable fees and disbursements of counsel to the Administrative Agent,
 (ii) all other reasonable fees, costs and expenses due and payable pursuant
 to Section 10.3 of the Credit Agreement, in each case under clause (i) or
 (ii) above, to the extent then invoiced, and (iii) an amendment fee, to be
 paid to each Lender that executes this Amendment prior to 2:00 p.m., New York
 time, on October 20, 2008 (each, a “Consenting Lender”), in an amount
 equal to 0.25% times the sum of the aggregate outstanding principal amount of
 the Loans and Letter of Credit Obligations held by each Consenting Lender
 plus the aggregate amount of the unused Commitments of each Consenting Lender
 as of October 20, 2008. Borrowers hereby acknowledge and agree that the fees
 and expenses set forth in this Section shall be paid upon Borrower’s
 execution of this Amendment and are not refundable for any reason.





13






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


          SECTION
21. Deferred Amendment Fee. In addition to the
fees and expenses paid by the Borrower pursuant to Section 19(b) above,
the Borrowers shall pay to the Administrative Agent, to be paid to each
Consenting Lender, on the earlier of the date of the consummation of the MLP
Divestiture or March 31, 2009, an amendment fee in an amount equal to 0.25%
times the sum of the aggregate outstanding principal amount of the Loans and
Letter of Credit Obligations held by each Consenting Lender plus the aggregate
amount of the unused Commitments of each Consenting Lender as of October 20,
2008. Borrowers hereby acknowledge and agree that the fees set forth in this
Section shall be fully earned upon Borrower’s execution of this Amendment and
are not refundable for any reason.


          SECTION
22. Governing Law; Severability; Entire Agreement.
THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE
APPLICATION OF THE LAW OF ANY OTHER JURISDICTION). Any provision of
this Amendment or any other Loan Document which is prohibited or unenforceable
in any jurisdiction shall, as to such provision and such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Amendment or such Loan Document
or affecting the validity or enforceability of such provision in any other
jurisdiction. This Amendment and the other Transaction Documents constitute the
entire understanding among the parties hereto with respect to the subject
matter hereof and supersede any prior agreements, written or oral, with respect
thereto. 


          SECTION
23. Execution in Counterparts. This Amendment
may be executed by the parties hereto in several counterparts, each of which
shall be deemed to be an original and all of which shall constitute together
but one and the same agreement.


          SECTION
24. Successors and Assigns. This Amendment
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors and assigns; provided, however, that
(a) no Borrower may assign or transfer its rights or obligations hereunder
without the prior written consent of the Administrative Agent, the Letter of
Credit Issuer and all Lenders; and (b) the rights of sale, assignment and
transfer of the Lenders are subject to Section 10.11 of the Credit Agreement. 


          SECTION
25. Miscellaneous. (a) On and after the
effectiveness of this Amendment, each reference in each Transaction Document to
“the Credit Agreement”, “thereunder”, “thereof” or words
of like import referring to the Credit Agreement shall mean and be a reference
to the Credit Agreement as amended or otherwise modified by this Amendment; (b)
the execution, delivery and effectiveness of this Amendment shall not, except
as expressly provided herein, operate as a waiver of any default of any
Borrower or any right, power or remedy of the Administrative Agent, the Letter
of Credit Issuer, the Syndication Agent, the Collateral Agent or the Lenders
under any of the Loan Documents, nor constitute a waiver of any provision of
any of the Loan Documents; (c) this Amendment is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
therein) be construed, administered and applied in accordance with the terms
and provisions of the Credit Agreement; and (d) a facsimile signature of any
party hereto shall be deemed to be an original signature for purposes of this
Amendment.


14





Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement


[Remainder of Page Left Intentionally Blank]


15





Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement 


          IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be executed by its
officers thereunto duly authorized as of the date first above written. 


	
 

	
 

	
 


	
 

	
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





S-1






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement 


	
 

	
 

	
 


	
 

	
ITB MOBILE LLC


	
 

	
 

	
 


	
 

	
By:

	
/s/ Ronald
 L. O’Kelley


	
 

	
Name: 

	
Ronald L.
 O’Kelley


	
 

	
Title:

	
Chief
 Executive Officer


	
 

	
 

	
 


	
 

	
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





S-2






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement 


	
 

	
 

	
 


	
 

	
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


	
 

	
 

	
 


	
 

	
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





S-3






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement 


	
 

	
 

	
 


	
 

	
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


	
 

	
 

	
 


	
 

	
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





S-4






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement 


Acknowledged
and Agreed: 


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





S-5






Waiver and Fourth Amendment to Third Amended
and Restated Credit Agreement 


	
 

	
 

	
 


	
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:

	
 

	
 


	
 

	 

	
 


	
 

	
Name: 

	
 


	
 

	
Title:

	
 





S-6






Waiver and Fourth
Amendment to Third Amended and Restated Credit Agreement


EXHIBIT C


FORM OF BORROWING REQUEST


Canadian
Imperial Bank of Commerce, as Administrative Agent

[Address]


	
 

	
 


	
Attention:

	
[Name]


	
 

	
[Title]





U.S. SHIPPING PARTNERS L.P., a Delaware limited
partnership,

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 CHARLESTON CHARTERING LLC, USCS CHARLESTON LLC,

USCS ATB LLC, USS ATB 1 LLC, USS ATB 2 LLC, USCS SEA VENTURE LLC,

USS M/V HOUSTON LLC, and USS PRODUCT MANAGER LLC 

each a Delaware limited liability company, 

USCS CHEMICAL PIONEER INC., USS JV MANAGER INC., USS PC HOLDING 

CORP. and U.S. SHIPPING FINANCE CORP.,

each a Delaware corporation


Gentlemen and
Ladies:


          This
Borrowing Request is delivered to you pursuant to Section 2.3.1 of
the Third Amended and Restated Credit Agreement, dated as of August 7,
2006 (together with all amendments and other modifications, if any, from time
to time thereafter made thereto, the “Credit Agreement”), among U.S.
Shipping Partners L.P., a Delaware limited partnership, 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 Charleston Chartering LLC, USCS Charleston LLC, USCS ATB
LLC, USS ATB 1 LLC, USS ATB 2 LLC, USCS Sea Venture LLC, USS M/V Houston LLC
and USS Product Manager LLC, each a Delaware limited liability company, and
USCS Chemical Pioneer Inc., USS JV Manager Inc., USS PC Holding Corp. and U.S.
Shipping Finance Corp., each a Delaware corporation (collectively, the “Borrowers”),
the various financial institutions as are or may become parties thereto
(collectively, the “Lenders”), Canadian Imperial Bank of Commerce (“CIBC”),
as letter of credit issuer, CIBC, as administrative agent for the Lenders (in
such capacity together with its successors in such capacity, the “Administrative
Agent”), Lehman Commercial Paper Inc., as syndication agent for the Lenders
and KeyBank National Association, as collateral agent for the Secured Parties
(as defined in the Credit Agreement). Unless otherwise defined herein or the
context otherwise requires, terms used herein have the meanings provided in the
Credit Agreement.


Exhibit C-1






Waiver and Fourth
Amendment to Third Amended and Restated Credit Agreement


          The
Borrowers hereby request that a [Revolving Loan] [Term Loan] be made in the
aggregate principal amount of $__________ on __________, 20___ as a [LIBO Rate
Loan having an Interest Period of _______ months] [Base Rate Loan].1


          The
Borrowers hereby certify to the Administrative Agent that as of the date hereof,
and before and after giving effect to the Loans requested hereunder and the
application of the proceeds therefrom, no Default or Event of Default has
occurred and is continuing.


          The
Borrowers hereby acknowledge that, pursuant to Section 5.2.2 of the
Credit Agreement, each of the delivery of this Borrowing Request and the
acceptance by the Borrower of the proceeds of the Loans requested hereby
constitute a representation and warranty by the Borrowers that, on the date of
such Loans, and before and after giving effect thereto and to the application
of the proceeds therefrom, all statements set forth in Section 5.2.1
of the Credit Agreement are true and correct.


          The
Borrowers agree that if prior to the time of the Borrowing requested hereby any
matter certified to herein by it will not be true and correct at such time as
if then made, it will immediately so notify the Administrative Agent. Except to
the extent, if any, that prior to the time of the Borrowing requested hereby
the Administrative Agent shall receive written notice to the contrary from the
Borrowers, each matter certified to herein shall be deemed once again to be
certified as true and correct at the date of such Borrowing as if then made.


         Please
wire transfer the proceeds of the Borrowing to the accounts of the following
Persons at the financial institutions indicated respectively:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Amount to be

 Transferred

	
 

	
Person to be Paid

	
 

	
Name, Address, etc.

 of Transferee Lender


	
 

	 

	
 


	
 

	
Name

	
 

	
Account No.

	
 


	 

	
 

	 

	
 

	 

	
 

	 


	
 


	
$

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	 

	
 

	 

	
 

	 

	
 

	 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Attention: 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	 


	
$

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	 

	
 

	 

	
 

	 

	
 

	 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Attention: 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	 








	
 

	
 

	
 


	 

	
 


	
1 note:

	
must be a LIBO Rate Loan unless on the date of Borrowing Request or
 actual Borrowing, the Alternate Base Rate shall exceed the LIBO Rate (Reserve
 Adjusted) by more than 1% on such date.





Exhibit C-2






Waiver and Fourth
Amendment to Third Amended and Restated Credit Agreement


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Amount to be

 Transferred

	
 

	
Person to be Paid

	
 

	
Name, Address, etc.

 of Transferee Lender


	
 

	 

	
 


	
 

	
Name

	
 

	
Account No.

	
 


	 

	
 

	 

	
 

	 

	
 

	 


	
 

	
Balance of
 such

	
 

	
The borrower

	
 

	
 


	
 

	
 


	
 

	
 

	
 

	
 

	
 

	 

	
 

	 


	
 

	
proceeds

	
 

	
 

	
 

	
 

	
 

	
 



	
 

	
 

	
 

	
 

	
 

	
 

	
 

	 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
Attention:

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	 





Exhibit C-3






Waiver and Fourth
Amendment to Third Amended and Restated Credit Agreement


          The
Borrowers have caused this Borrowing Request to be executed and delivered, and
the certification and warranties contained herein to be made, by its duly
Authorized Officer this ___ day of ___________, 20___.


	
 

	
 

	
 


	
 

	
U.S.
 SHIPPING PARTNERS L.P.,
a Delaware limited partnership


	
 

	
 

	
 


	
 

	
By:

	
US Shipping
 General Partner LLC,
its general partner


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
Name:

	
 


	
 

	
Title:

	
 


	
 

	
 


	
 

	
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 CHARLESTON CHARTERING LLC, USCS CHEMICAL CHARTERING LLC,
 USCS CHARLESTON LLC, USCS ATB LLC, USS ATB 1 LLC, USS ATB 2 LLC, USCS SEA
 VENTURE LLC and USS PRODUCT MANAGER LLC, each a Delaware limited liability company,
 USCS CHEMICAL PIONEER INC., USS JV MANAGER INC., USS PC HOLDING CORP. and
 U.S. SHIPPING FINANCE CORP., each a Delaware corporation


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	 


	
 

	
Name:

	
 


	
 

	
Title:

	
 





Exhibit C-4