Exhibit 10.1


FORBEARANCE AGREEMENT


          FORBEARANCE
AGREEMENT (this “Agreement”), dated as of March
13, 2009 (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).


W I T N E S S E T H:


          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 further amended by the
Waiver and Fourth Amendment to Third Amended and Restated Credit Agreement
dated as of October 20, 2008 (as so amended and as may be further amended or
otherwise modified, the “Credit Agreement”);








          WHEREAS,
pursuant to that certain 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 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”), 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”), the Third Extension of Waiver and Fourth
Amendment and Forbearance Agreement, dated as of February 20, 2009, by and
among the Administrative Agent, the Syndication Agent, the Collateral Agent,
and the Lenders party thereto (the “Third Extension Letter”), and the
Fourth Extension of Waiver and Fourth Amendment and Forbearance Agreement,
dated as of February 27, 2009, by and among the Administrative Agent, the
Syndication Agent, the Collateral Agent, and the Lenders party thereto (the “Fourth
Extension Letter”)), the Borrower requested that the Majority Lenders waive
only until March 13, 2009 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 “Covenant Defaults”);


          WHEREAS,
pursuant to that certain 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 (as amended by the
Second Extension Letter, the Third Extension Letter and the Fourth Extension
Letter, the “Prior Forbearance Agreement”), the Borrower requested that
the Majority Lenders waive only until March 13, 2009 the Borrowers’ failure to
(i) make the scheduled principal repayment due in respect of the Term Loans on
December 31, 2008 and (ii) make the payment of some or all of the interest due
in respect of the Loans on December 31, 2008, which resulted in the occurrence
of Events of Default under Section 8.1.1 of the Credit Agreement (the “Payment
Defaults”);


          WHEREAS,
pursuant to the Senior Notes Indenture, the failure to make the scheduled
interest payment due in respect of the Senior Notes by March 17, 2009 will
result in the occurrence of an additional Event of Default under Section 8.1.5
of the Credit Agreement (the “Senior Notes Payment Default”); 


          WHEREAS,
the Borrowers have informed the Lenders, the Administrative Agent, the
Syndication Agent, and the Collateral Agent that they will fail to (i) make the
scheduled principal repayment due in respect of the Term Loans on March 31,
2009 and (ii) make the payment of some or all of the interest due in respect of
the Loans on March 31, 2009, which will result in the occurrence of additional
Events of Default under Section 8.1.1 of the Credit Agreement (the “Prospective
Events of Default” and together with the Covenant Defaults, the Payment
Defaults, and the Senior Notes Payment Default, the “Specified Defaults”);
and 


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          WHEREAS,
the Borrowers have requested that the Lenders, the Letter of Credit Issuer, the
Administrative Agent, the Syndication Agent, and the Collateral Agent forbear
from exercising certain rights and remedies in respect of the Specified
Defaults, and subject to the terms and conditions hereof, and the Lenders, the
Letter of Credit Issuer, the Administrative Agent, the Syndication Agent, and
the Collateral Agent are willing to agree to such request, but only upon the
terms and conditions set forth herein.


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


3






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


Forbearance Provisions.
On the terms and subject to the conditions set forth in this Agreement, the
Majority Lenders and the Agents agree to forbear from taking any action or
exercising any right or remedy permitted to be taken or exercised by them under
the Credit Agreement or the other Loan Documents with respect to the Specified
Defaults during the period (the “Forbearance Period”) commencing on the
Effective Date (as hereinafter defined) and terminating on the Termination Date
(as hereinafter defined); provided, however, that such forbearance
shall extend only to the Specified Defaults and not to any other Defaults or
Events of Default now existing or occurring after the Effective Date and shall
not in any way or manner restrict the Agents or the Lenders from exercising any
rights or remedies they may have with respect to the Specified Defaults from
and after the termination or expiration of the Forbearance Period or with
respect to any other Default or Event of Default at any time. “Termination
Date” shall mean the earliest to occur of any of the following events: (i) 5:00
p.m. (Eastern time) on April 30, 2009; (ii) the occurrence and continuance of
an Event of Default other than the Specified Defaults; (iii) the failure by any
Loan Party to comply with any of the provisions of this Agreement or any other
documents or agreements to be entered into or delivered in connection with this
Agreement, and (iv) the date on which the Borrowers make an interest payment in
respect of the Senior Notes; provided, however, that the
Termination Date shall not occur as a result of the Borrowers’ payment of the
interest due on the Senior Notes by March 17, 2009 to the holders of the Senior
Notes who did not waive their rights to the payment of such interest under the
Senior Notes Indenture pursuant to the terms and as evidenced by that certain
letter agreement dated February 18, 2009 among such parties. The Forbearance
Period shall automatically terminate and expire on the Termination Date without
any requirement for notice to any Loan Party or any other Person and all
rights, remedies and privileges of the Agents and the Lenders under the Credit
Agreement and the other Loan Documents shall be available to, and capable of
exercise by, the Agents and the Lenders.


Restructuring and Strategic Alternatives.
During the term of this Forbearance Agreement, the Borrowers shall engage in
good faith negotiations with the Administrative Agent and the Lenders regarding
restructuring and strategic alternatives. Failure of the Borrower to conduct
such good faith negotiations shall constitute an Event of Default. The
Administrative Agent and the Lenders shall not incur any liabilities or
obligations under this provision.


Representations and Warranties, Etc.
To induce the Lenders to enter into this Agreement, 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 Agreement 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:


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; 


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


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 


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


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 Agreement 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.



Limited Purpose.
This Agreement shall be limited precisely as written and shall not be deemed
(i) to be a consent granted pursuant to, or a waiver or modification of, any
other term or condition of the Credit Agreement or any of the instruments or
agreements referred to therein or a waiver of any Default or Event of Default
under the Credit Agreement, whether or not known to the Agents or the Lenders
or (ii) to prejudice any other right or remedies which the Agents or the
Lenders may now have or have in the future under or in connection with the
Credit Agreement or any of the instruments or agreements referred to therein.
Except to the extent hereby waived or modified, the Credit Agreement and each
of the other Loan Documents shall continue in full force in accordance with the
provisions thereof on the date hereof. 


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 Agreement, the Credit Agreement, the other Loan
Documents and the transactions contemplated thereby.


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


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


The Administrative
Agent shall have received all reasonable fees, costs and expenses incurred in
connection with the negotiation, preparation, execution and delivery of this
Agreement and related documents, including all reasonable fees and
disbursements of counsel to the Administrative Agent. The Borrowers hereby
acknowledge and agree that the fees and expenses set forth in this Section
shall be paid upon the Borrowers’ execution of this Agreement and are not
refundable for any reason.


Governing Law; Severability; Entire Agreement.
THIS AGREEMENT 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
Agreement 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 Agreement or such Loan Document
or affecting the validity or enforceability of such provision in any other
jurisdiction. This Agreement 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. 


Costs and Expenses.
Each of the Borrowers agrees that its obligations set forth in Section 10.3 of
the Credit Agreement shall extend to the preparation, execution and delivery of
this Agreement (whether or not this Agreement becomes effective).


Execution in Counterparts.
This Agreement 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.


Successors and Assigns.
This Agreement 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. 


6






Miscellaneous.
(a) On and after the effectiveness of this Agreement, 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 Agreement; (b) the execution, delivery and effectiveness
of this Agreement 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 Agreement
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 Agreement.


[Remainder of Page Left Intentionally Blank]


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          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement 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

 


8









	
  

 	
  

 	
  

 
	
  

 	
 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

 


9









	
  

 	
  

 	
  

 
	
  

 	
 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

 


10









	
  

 	
  

 	
  

 
	
  

 	
 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

 


11









	
  

 	
  

 
	
 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

 


12









	
  

 	
  

 	
  

 	
  

 
	
 AGENTS AND LENDERS:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 CANADIAN IMPERIAL BANK OF

 	
  

 	
  

 
	
 COMMERCE, as Administrative Agent and

 	
  

 	
  

 
	
 Letter of
 Credit Issuer

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 LEHMAN COMMERCIAL PAPER INC., as

 	
  

 	
  

 
	
 Syndication
 Agent and Lender

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 KEYBANK NATIONAL ASSOCIATION, as

 	
  

 	
  

 
	
 Collateral
 Agent

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 
	 

 	
 ,

 	
  

 
	
 as Lender

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	
  

 
	
  

 	
 Name:

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 	
  

 


13