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:


          SECTION 1. 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.


          SECTION 2. 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.


          SECTION 3. 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.


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          SECTION 4. 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:


	
  

 	
  

 
	
  

 	
           (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 Agreement 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 Agreement). 

 



          SECTION 5. 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.



          SECTION 6. 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. 


4






          SECTION 7. 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.


          SECTION 8. Effectiveness. This Agreement 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 Agreement from the Borrowers, the Administrative Agent, the Letter of
 Credit Issuer and the Majority Lenders; and

 
	
  

 	
  

 
	
  

 	
           (b)
 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.
 

 



          SECTION 9. 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. 


          SECTION 10. 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).


5






          SECTION 11. 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.


          SECTION 12. 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. 


          SECTION 13. 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

 


7









	
  

 	
  

 	
  

 
	
  

 	
 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

 


8









	
  

 	
  

 	
  

 
	
  

 	
 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

 


9









	
  

 	
  

 	
  

 
	
  

 	
 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

 


10









	
  

 	
  

 	
  

 
	
 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

 	
  

 


11









	
  

 	
  

 	
  

 
	
 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:

 	
  

 


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