Exhibit 10.1


 


EXECUTION COPY


 


 


CONTRIBUTION,
CONVEYANCE AND

ASSUMPTION AGREEMENT


 


 


U.S. SHIPPING PARTNERS L.P.


 





















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS; RECORDATION

  	
   

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  1.2

  	
  Recordation
  of Evidence of Ownership of Assets

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  THE OFFERING AND RELATED TRANSACTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Distribution
  and Conveyance by the USS Subsidiaries to USS LLC of the USS Working Capital
  Assets

  	
   

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  Distribution
  and Conveyance by the USCS Subsidiaries to USCS LLC of the USCS Working
  Capital Assets

  	
   

  
	
   

  	
   

  	
   

  
	
  2.3

  	
  Distribution
  and Conveyance by USS LLC to USSM of the USS Working Capital Assets

  	
   

  
	
   

  	
   

  	
   

  
	
  2.4

  	
  Distribution
  and Conveyance by USCS LLC to USSM of the USCS Working Capital Assets

  	
   

  
	
   

  	
   

  	
   

  
	
  2.5

  	
  Contribution by
  USSM to GP LLC of an Interest in USS Chartering

  	
   

  
	
   

  	
   

  	
   

  
	
  2.6

  	
  USSM Agreement to
  Contribute

  	
   

  
	
   

  	
   

  	
   

  
	
  2.7

  	
  GP LLC Agreement to
  Contribute

  	
   

  
	
   

  	
   

  	
   

  
	
  2.8

  	
  Amendment and
  Restatement of Existing Credit Facility

  	
   

  
	
   

  	
   

  	
   

  
	
  2.9

  	
  Public Cash Contribution

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  CONCURRENT TRANSACTIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Contribution by
  GP LLC to the MLP of the USS Chartering Interest

  	
   

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Contribution by
  USSM to the MLP of its Remaining Interest in the USS Subsidiaries and the
  USCS Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  3.3

  	
  Contribution by
  the MLP to the OLLC of All of Its Interests in the USS Subsidiaries and the
  USCS Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  3.4

  	
  MLP Receipt of Cash
  Contribution

  	
   

  
	
   

  	
   

  	
   

  
	
  3.5

  	
  OLLC
  Receipt of Cash Contribution

  	
   

  
	
   

  	
   

  	
   

  
	
  3.6

  	
  Conveyance and
  Contribution by OLLC to Pioneer LLC of its Interest in Chemical Chartering

  	
   

  
	
   

  	
   

  	
   

  
	
  3.7

  	
  Conveyance and
  Contribution by OLLC to USS Chartering of its Interests in ITB Subsidiaries

  	
   

  
	
   

  	
   

  	
   

  
	
  3.8

  	
  Conveyance and
  Contribution by OLLC to USCS Chartering of its Interest in Charleston LLC

  	
   

  
	
   

  	
   

  	
   

  
	
  3.9

  	
  Conversion of
  Pioneer LLC to USCS Chemical Pioneer Inc

  	
   

  
	
   

  	
   

  	
   

  
	
  3.10

  	
  Specific Conveyances

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  ASSUMPTION OF CERTAIN LIABILITIES

  	
   

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Assumption
  of USS Chartering Liabilities by GP LLC

  	
   

  



 


i





















 


	
  4.2

  	
  Assumption of USS
  Chartering Liabilities by the MLP

  	
   

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Assumption of USSM
  Aggregate Liabilities by the MLP

  	
   

  
	
   

  	
   

  	
   

  
	
  4.4

  	
  Assumption of
  MLP Aggregate Liabilities by the OLLC

  	
   

  
	
   

  	
   

  	
   

  
	
  4.5

  	
  General Provisions
  Relating to Assumption of Liabilities

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  ADDITIONAL TRANSACTION

  	
   

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Exercise
  of the Over-Allotment Option

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  TITLE MATTERS

  	
   

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Encumbrances

  	
   

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Disclaimer of
  Warranties; Subrogation; Waiver of Bulk Sales Laws

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  FURTHER ASSURANCES

  	
   

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Further
  Assurances

  	
   

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Power
  of Attorney

  	
   

  
	
   

  	
   

  	
   

  
	
  7.3

  	
  Other
  Assurances

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Order of
  Completion of Transactions

  	
   

  
	
   

  	
   

  	
   

  
	
  8.2

  	
  Consents; Restriction
  on Assignment

  	
   

  
	
   

  	
   

  	
   

  
	
  8.3

  	
  Costs

  	
   

  
	
   

  	
   

  	
   

  
	
  8.4

  	
  Headings;
  References; Interpretation

  	
   

  
	
   

  	
   

  	
   

  
	
  8.5

  	
  Successors and Assigns

  	
   

  
	
   

  	
   

  	
   

  
	
  8.6

  	
  No
  Third Party Rights

  	
   

  
	
   

  	
   

  	
   

  
	
  8.7

  	
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  
	
  8.8

  	
  Governing Law

  	
   

  
	
   

  	
   

  	
   

  
	
  8.9

  	
  Severability

  	
   

  
	
   

  	
   

  	
   

  
	
  8.10

  	
  Deed; Bill of
  Sale; Assignment

  	
   

  
	
   

  	
   

  	
   

  
	
  8.11

  	
  Amendment or
  Modification

  	
   

  
	
   

  	
   

  	
   

  
	
  8.12

  	
  Integration

  	
   

  



 


ii





















 


CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT


 


THIS CONTRIBUTION,
CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of November 3, 2004, is entered
into by and among United States Shipping Master LLC, a Delaware limited liability
company (“USSM”); US Shipping General
Partner LLC, a Delaware limited liability company (“GP LLC”);
U.S. Shipping Partners L.P., a Delaware limited partnership (the “MLP”); U.S. Shipping Operating LLC,
a Delaware limited liability company (the “OLLC”); United
States Shipping LLC, a Delaware limited liability company (“USS LLC”); United States Chemical
Shipping LLC, a Delaware limited liability company (“USCS LLC”);
USCS Chemical Chartering LLC, a Delaware limited liability company (“Chemical Chartering”); USS
Chartering LLC, a Delaware limited liability company (“USS
Chartering”); ITB Baltimore LLC, a Delaware limited liability
company (“ITB Baltimore”); ITB Groton
LLC, a Delaware limited liability company (“ITB Groton”);
ITB Jacksonville LLC, a Delaware limited liability company (“ITB Jacksonville”); ITB Mobile LLC,
a Delaware limited liability company (“ITB Mobile”);
ITB New York LLC, a Delaware limited liability company (“ITB New
York”); ITB Philadelphia LLC, a Delaware limited liability company
(“ITB Philadelphia”); USCS Charleston
LLC, a Delaware limited liability company (“Charleston LLC”);
and USCS Chemical Pioneer LLC, a Delaware limited liability company (“Pioneer LLC”).  The foregoing shall be referred to
individually as a “Party” and
collectively as the “Parties”.  Certain capitalized terms used but not
defined herein are defined in Article I hereof.


 


RECITALS


 


WHEREAS, USSM and GP LLC
have formed the MLP pursuant to the Delaware Revised Uniform Limited
Partnership Act (the “Delaware Limited
Partnership Act”), for the purpose of, among other things, acquiring,
owning and operating substantially all the assets of certain subsidiaries of USSM
used in the business of providing marine transportation, distribution and
logistics services.


 


WHEREAS, in order to
accomplish the objectives and purposes in the preceding recital, the following
actions have been taken prior to the date hereof:


 


1.                                       USSM
formed GP LLC under the terms of the Delaware Limited Liability Company Act
(the “Delaware LLC Act”), and contributed
$1,000 in exchange for all of the member interests in GP LLC.


 


2.                                       GP
LLC and USSM formed the MLP, to which GP LLC contributed $40 and USSM
contributed $1,960 in exchange for a 2% general partner and 98% limited partner
interest, respectively.


 


3.                                       The
MLP formed the OLLC pursuant to the Delaware LLC Act and contributed $1,000 in
exchange for all of the member interests in the OLLC.


 


4.                                       Chemical
Chartering formed USCS Charleston Chartering LLC, a
Delaware limited liability company (“USCS Chartering”),
pursuant to the Delaware LLC Act and contributed $1,000 in exchange for all of
the member interests in USCS Chartering.


 





















 


5.                                       USS
LLC has distributed its interests in USS Transport LLC, a Delaware limited
liability company (“Transport”),
and USS Vessel Management LLC, a Delaware limited liability company (“Vessel Management”)
to USSM.


 


6.                                       USCS
LLC has distributed its interests in USCS Chemical Transport LLC,
a Delaware limited liability company (“Chemical Transport”),
to USSM.


 


7.                                       USSM
has conveyed its interests in Transport, Chemical Transport and Vessel
Management to GP LLC.


 


8.                                       Chemical
Chartering has subchartered the charters related to the Charleston to USCS
Chartering as a capital contribution and distributed the interest in USCS
Chartering to USCS LLC.


 


WHEREAS, immediately
prior to the closing of the Offering:


 


1.                                       All
of the USS Subsidiaries will distribute to USS LLC, and all of the USCS
Subsidiaries (other than USCS ATB LLC and USCS Chartering) will distribute to
USCS LLC, all of their respective cash, receivables and other working capital
assets specified on Schedule 1 attached hereto (collectively, “Working Capital Assets”), and USS
LLC and USCS LLC will, in turn, each dissolve and distribute the Working
Capital Assets and their respective interests in the USS Subsidiaries and the USCS
Subsidiaries to USSM.


 


2.                                       USSM
will convey an interest in USS Chartering with an aggregate value equal to 2%
of the equity value of the MLP to the GP LLC as a capital contribution.


 


WHEREAS, immediately prior
to the consummation of the transactions contemplated hereby


 


1.                                       The
MLP, the OLLC, the USS Subsidiaries and the USCS Subsidiaries will enter into
an amendment and restatement of the Existing Credit Facility that will be used
to refinance the debt of the USS Subsidiaries and the USCS Subsidiaries that
remains outstanding after the use of the Offering Proceeds (as defined below) to
repay a portion of the debt outstanding under the Existing Credit Facility;
provided that in no event shall Pioneer LLC be directly obligated for more than
approximately $2.5 million of the borrowings outstanding on the date hereof
under the amended and restated credit facility.


 


2.                                       The
MLP will, in exchange for USSM’s agreement hereunder to contribute the USSM
Aggregate Interests (as defined below) to the MLP, (a) (i) issue to USSM 899,968
Common Units in the MLP, (ii) 5,272,341 Class A Subordinated Units in the MLP
and (iii) 1,627,627 Class B Subordinated Units in the MLP and (b) assume
approximately $193.8 million of outstanding indebtedness of USSM and its
subsidiaries under the Existing Credit Facility (the “Debt”)
(before giving effect to the use of $93.8 million of proceeds from the Offering
to repay a portion of the Debt).


 


2





















 


3.                                       The
MLP will, in exchange for GP LLC’s agreement hereunder to contribute the USS
Chartering Interest (as defined below) to the MLP, (a) continue GP LLC’s 2%
general partner interest in the MLP and (b) issue the Incentive Distribution
Rights to the GP LLC.


 


4.                                       The
public, through the underwriters of the Offering (the “Underwriters”),
will contribute $153.5 million (the “Offering Proceeds”)
to the MLP in exchange for 6,899,968 Common Units in the MLP.


 


WHEREAS, immediately
following the closing of the Offering and concurrently with the consummation of
the transactions contemplated hereby, each of the following shall occur:


 


1.                                       A.                                   GP
LLC will convey the USS Chartering Interest to the MLP.


 


B.                                     USSM
will convey all of its remaining interest in the USS Subsidiaries and the USCS
Subsidiaries to the MLP.


 


2.                                       The
MLP will convey to the OLLC its interests in the USS Subsidiaries and the USCS
Subsidiaries as a capital contribution.


 


3.                                       The
MLP will use the Offering Proceeds to (i) pay the underwriting discounts and
commissions and expenses (including structuring fees) incurred by the MLP in connection
with the Offering, (ii) make a capital contribution to OLLC, and (iii) redeem
the 899,968 Common Units owned by USSM.


 


4.                                       OLLC
will use the funds contributed to it by the MLP to (i) contribute $98.3 million
to the USS Subsidiaries and the USCS Subsidiaries, which will use such funds to
pay $93.8 million of their debt outstanding under the Existing Credit Facility,
(ii) provide $26.1 million of working capital, (iii) pay $1.0 million of costs
incurred in amending and restating the Existing Credit Facility.


 


5.                                       The
OLLC will convey its interest in Chemical Chartering to Pioneer LLC as a
capital contribution.


 


6.                                       The
OLLC will convey its interest in the ITB Subsidiaries to USS Chartering as a
capital contribution.


 


7.                                       The
OLLC will convey its interest in Charleston LLC to USCS Chartering as a capital
contribution.


 


8.                                       Pioneer
LLC will, pursuant to Section 265 of the Delaware General Corporation Law (the “DGCL”), file
a certificate of conversion and certificate of incorporation to convert itself into
USCS Chemical Pioneer Inc., a Delaware corporation (“Chemical
Pioneer Inc.”).


 


9.                                       The
agreements of limited partnership and the limited liability company agreements
of the aforementioned entities will be amended and restated to the


 


3





















 


extent
necessary to reflect the applicable matters set forth above and in Article III
and Article IV of this Agreement.


 


NOW, THEREFORE, in
consideration of their mutual undertakings and agreements hereunder, the
Parties undertake and agree as follows:


 


ARTICLE
I

DEFINITIONS; RECORDATION


 


1.1                                 Definitions.  The following capitalized terms have the
meanings given below.


 


“Acts”
shall mean collectively the Delaware Limited Partnership Act, the Delaware LLC
Act and the DGCL.


 


“Agreement”
means this Contribution, Conveyance and Assumption Agreement.


 


“Assets”
has the meaning assigned to such term in Section 6.1.


 


“Attorney-In-Fact”
has the meaning assigned to such term in Section 7.2.


 


“Bank
Credit Facility” has the meaning assigned to such term in
Section 2.8.


 


“Beneficial
Owner” has the meaning assigned to such term in Section 8.2.


 


“Charleston”
means the parcel tanker owned by Charleston LLC. 


 


“Charleston
Interest” has the meaning assigned to such term in Section 3.8.


 


“Charleston
LLC” has the meaning assigned to such term in the first
paragraph of this Agreement.


 


“Chemical
Chartering” has the meaning assigned to such term in the first
paragraph of this Agreement. 


 


“Chemical
Chartering Interest” has the meaning assigned to such term in
Section 3.6.


 


“Chemical
Pioneer Inc.” has the meaning assigned to such term in Item 8 of
the fifth Recital of this Agreement.


 


“Chemical
Transport” has the meaning assigned to such term in Item 6 of
the second Recital of this Agreement.


 


“Class A Subordinated Units” has the meaning
assigned to such term in the Partnership Agreement.


 


“Class B
Subordinated Units” has the meaning assigned to such term in the
Partnership Agreement.


 


“Common
Units” has the meaning assigned to such term in the Partnership
Agreement.


 


4





















 


“Conveyed
Assets” has the meaning assigned to such term in Section 7.2.


 


“Conveying
Parties” has the meaning assigned to such term in Section 7.2.


 


“Debt”
has the meaning assigned to such term in Item 2 of the fourth Recital of this
Agreement.


 


“Delaware
LLC Act” has the meaning assigned to such term in Item 1 of the second
Recital of this Agreement.


 


“Delaware
Limited Partnership Act” has the meaning assigned to such term
in the initial Recital to this Agreement.


 


“DGCL”
has the meaning assigned to such term in Item 8 of the fifth Recital of this
Agreement.


 


“Effective
Date” means November 3, 2004.


 


“Effective
Time” means the time when the transactions contemplated by
Article III hereof have been consummated.


 


“Existing
Credit Facility” means the Amended and Restated Credit Facility,
dated as of April 13, 2004, as amended, by and among USSM, USCS LLC, USS LLC,
the USS Subsidiaries, the USCS Subsidiaries (other than USCS ATB LLC), Vessel
Management, Transport and Chemical Transport, as the borrowers, the lenders
named therein, Canadian Imperial Bank of Commerce, as letter of credit issuer
and administrative agent, National City Bank, as the collateral agent, and CIBC
World Markets Corp., as sole lead arranger and sole book-runner.


 


“GP LLC”
has the meaning assigned to such term in the first paragraph of this Agreement.


 


“Incentive
Distribution Rights” has the meaning assigned to such term in
the Partnership Agreement.


 


“ITB
Baltimore” has the meaning assigned to such term in the first
paragraph of this Agreement.


 


“ITB
Groton” has the meaning assigned to such term in the first
paragraph of this Agreement.


 


“ITB
Interests” has the meaning assigned to such term in Section 3.7.


 


“ITB
Jacksonville” has the meaning assigned to such term in the first
paragraph of this Agreement.


 


“ITB
Mobile” has the meaning assigned to such term in the first
paragraph of this Agreement.


 


5





















 


“ITB New
York” has the meaning assigned to such term in the first
paragraph of this Agreement.


 


“ITB
Philadelphia” has the meaning assigned to such term in the first
paragraph of this Agreement.


 


“ITB
Subsidiaries” means, collectively, ITB Baltimore, ITB Groton,
ITB Jacksonville, ITB Mobile, ITB New York and ITB Philadelphia.


 


“Laws”
means any and all laws, statutes, ordinances, rules or regulations promulgated
by a governmental authority, orders of a governmental authority, judicial
decisions, decisions of arbitrators or determinations
of any governmental authority or court.


 


“MLP”
has the meaning assigned to such term in the first paragraph of this Agreement.


 


“MLP
Aggregate Interests” has the meaning assigned to such term in
Section 3.3.


 


“MLP
Aggregate Liabilities” shall mean, collectively, the USSM Aggregate
Liabilities and the USS Chartering Liabilities.


 


“Offering”
means the initial public offering and transfer of title of 6,899,968 Common
Units by the MLP to the public.


 


“Offering
Proceeds” has the meaning assigned to such term in Item 4 of the
fourth Recital of this Agreement.


 


“OLLC”
has the meaning assigned to such term in the first paragraph of this Agreement.


 


“Omnibus
Agreement” means the Omnibus Agreement dated of even date
herewith, by and among USSM, GP LLC, the OLLC, and the MLP.


 


“Partnership
Agreement” means the Amended and Restated Agreement of Limited Partnership
of the MLP, as it may be amended and restated from time to time.


 


“Partnership
Group” has the meaning assigned to such term in the Omnibus
Agreement.


 


“Party and
Parties” have the meanings assigned to such terms in the first
paragraph of this Agreement.


 


“Pioneer
LLC” has the meaning assigned to such term in the first
paragraph of this Agreement.


 


“Registration
Statement” means the registration statement on Form S-1 (File
No. 333-118141) filed by the MLP relating to the Offering.


 


“Restriction”
has the meaning assigned to such term in Section 8.2.


 


“Restriction
Asset” has the meaning assigned to such term in Section 8.2.


 


6





















 


“Specific
Conveyances” has the meaning assigned to such term in Section 3.10.



 


“Transport”
has the meaning assigned to such term in Item 5 of the second Recital of this
Agreement.


 


“Underwriters”
has the meaning assigned to such term in Item 4 of the fourth Recital of this
Agreement.


 


“USCS ATB
LLC” means USCS ATB LLC, a Delaware limited liability company.


 


“USCS
Chartering” has the meaning assigned to such term in Item 4 of
the second Recital of this Agreement.


 


“USCS LLC”
has the meaning assigned to such term in the first paragraph of this Agreement.



 


“USCS
Subsidiaries” means, collectively, Chemical Chartering, Pioneer
LLC, Charleston LLC, USCS Chartering and USCS ATB LLC.


 


“USCS
Working Capital Assets” has the meaning assigned to such term in
Section 2.2.


 


“USS
Chartering” has the meaning assigned to such term in the first
paragraph of this Agreement.


 


“USS
Chartering Interest” has the meaning assigned to such term in Section
2.5.


 


“USS
Chartering Liabilities” shall mean all of the liabilities and
obligations of USS Chartering relating to the USS Chartering Interest.


 


“USS LLC”
has the meaning assigned to such term in the first paragraph of this Agreement.



 


“USS
Subsidiaries” means, collectively, ITB Baltimore, ITB Groton, ITB
Jacksonville, ITB Mobile, ITB New York, ITB Philadelphia and USS Chartering.


 


“USSM”
has the meaning assigned to such term in the first paragraph of this Agreement.


 


“USSM
Aggregate Interests” has the meaning assigned to such term in
Section 3.2.


 


“USSM
Aggregate Liabilities” shall mean all liabilities and
obligations of the USS Subsidiaries and the USCS Subsidiaries.


 


“USS
Working Capital Assets” has the meaning assigned to such term in
Section 2.1.


 


“Vessel
Management” has the meaning assigned to such term in Item 5 of
the second Recital of this Agreement.


 


“Working
Capital Assets” has the meaning assigned to such term in Item 1
of the third Recital to this Agreement. 


 


7





















 


“Working
Capital Liabilities” shall mean all of the obligations relating
to the Working Capital Assets.


 


1.2                                 Recordation of Evidence of
Ownership of Assets.  In
connection with the conversions and dissolutions under the applicable Acts that
are referred to in the recitals to this Agreement, the Parties acknowledge that
certain jurisdictions in which the assets of the applicable parties to such
conversions and dissolutions are located may require that documents be recorded
by the entities resulting from such conversions and dissolutions in order to
evidence title to assets in such entities.  All such documents shall evidence such new
ownership and are not intended to modify, and shall not modify, any of the
terms, covenants and conditions herein set forth.


 


ARTICLE
II

THE OFFERING AND RELATED TRANSACTIONS


 


The Parties acknowledge
that each of the following actions is occurring immediately prior to the
completion of the transactions contemplated in Article III hereof.


 


2.1                                 Distribution and
Conveyance by the USS Subsidiaries to USS LLC of
the USS Working Capital Assets. 
Each of the USS Subsidiaries hereby grants, distributes, transfers,
assigns and conveys to USS LLC, its successors and assigns, for its and their
own use forever, all of its right, title and interest in and to the Working
Capital Assets (collectively, the “USS Working Capital Assets”),
and USS LLC hereby accepts the USS Working Capital Assets, subject to all
matters to be contained in the instruments of conveyance covering the USS
Working Capital Assets to evidence such distribution and conveyance, if any.


 


TO HAVE AND TO HOLD the
USS Working Capital Assets unto USS LLC, its successors and assigns, together
with all and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement, and in
such instruments of conveyance forever.


 


2.2                                 Distribution and Conveyance by the USCS Subsidiaries to USCS LLC of
the USCS Working Capital Assets. 
Each of the USCS Subsidiaries (other than USCS ATB LLC and USCS
Chartering) hereby grants, distributes, transfers, assigns and conveys to USCS
LLC, its successors and assigns, for its and their own use forever, all of its
right, title and interest in and to the Working Capital Assets (collectively,
the “USCS Working Capital Assets”), and
USCS LLC hereby accepts the USCS Working Capital Assets, subject to all matters
to be contained in the instruments of conveyance covering the USCS Working
Capital Assets to evidence such distribution and conveyance, if any.


 


TO HAVE AND TO HOLD the
USCS Working Capital Assets unto USCS LLC, its successors and assigns, together
with all and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in this
Agreement, and in such instruments of conveyance forever.


 


2.3                                 Distribution and Conveyance by USS LLC to USSM of the USS Working
Capital Assets.  USS LLC
hereby grants, distributes, transfers, assigns and conveys to USSM, its successors
and assigns, for its and their own use forever, all right, title and interest
of USS LLC


 


8





















 


in
and to the USS Working Capital Assets, and USSM hereby accepts the USS Working
Capital Assets, subject to all matters to be contained in the instruments of
conveyance covering the USS Working Capital Assets to evidence such
distribution and conveyance, if any.


 


TO HAVE AND TO HOLD the
USS Working Capital Assets unto USSM, its successors and assigns, together with
all and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement, and in
such instruments of conveyance forever.


 


2.4                                 Distribution and Conveyance by USCS LLC to USSM of the USCS Working Capital Assets.  USCS LLC hereby grants, distributes,
transfers, assigns and conveys to USSM, its successors and assigns, for its and
their own use forever, all right, title and interest of USCS LLC in and to the
USCS Working Capital Assets, and USSM hereby accepts the USCS Working Capital
Assets, subject to all matters to be contained in the instruments of conveyance
covering the USCS Working Capital Assets to evidence such distribution and
conveyance, if any.


 


TO HAVE AND TO HOLD the
USCS Working Capital Assets unto USSM, its successors and assigns, together
with all and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in this
Agreement, and in such instruments of conveyance forever.


 


2.5                                 Contribution by USSM to GP LLC of an Interest in USS Chartering.  USSM hereby grants, contributes, transfers,
assigns and conveys to GP LLC, its successors and assigns, for its and their
own use forever, all of its right, title and interest in and to a portion of
its membership interest in USS Chartering equal to a 2% equity value of the MLP
(the “USS Chartering Interest”), and GP
LLC hereby accepts the USS Chartering Interest.


 


TO HAVE AND TO HOLD the
USS Chartering Interest unto GP LLC, its successors and assigns, together with
all and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement,
forever.


 


2.6                                 USSM Agreement to Contribute.  The Parties acknowledge USSM’s agreement to
contribute the USSM Aggregate Interests to the MLP immediately following the
Offering, and USSM acknowledges receipt of the following in exchange for its
agreement to contribute the USSM Aggregate Interests to the MLP: (a) 899,968 Common
Units in the MLP, (b) 5,272,341 Class A Subordinated Units in the MLP, (c) 1,627,627
Class B Subordinated Units in the MLP and (d) the assumption by the MLP of
approximately $193.8 million of outstanding debt of USSM and its subsidiaries (before
giving effect to the use of $93.8 million of proceeds from the Offering to pay
a portion of the Debt).


 


2.7                                 GP LLC Agreement to
Contribute.  The
Parties acknowledge GP LLC’s agreement to contribute the USS Chartering
Interest to the MLP immediately following the Offering, and GP LLC acknowledges
receipt of the following in exchange for its agreement to contribute the USS
Chartering Interest to the MLP as an additional contribution to the capital of
the MLP: (a) a continuation of GP LLC’s 2% general partner interest in the MLP
and (b) the Incentive Distribution Rights in the MLP.


 


9





















 


2.8                                 Amendment and Restatement of Existing Credit Facility.  The MLP, the OLLC and the USS Subsidiaries
and the USCS Subsidiaries have amended and restated the Existing Credit
Facility, pursuant to which the MLP, the OLLC and the USS Subsidiaries and the
USCS Subsidiaries are refinancing the Debt (such amended and restated credit
facility, and any extension, renewal or refinancing thereof, the “Bank Credit Facility”) provided that
Pioneer LLC is liable on only $2.5 million of the borrowings outstanding under
the Bank Credit Facility on the date hereof.


 


2.9                                 Public Cash Contribution.  The Parties acknowledge the cash contribution
of the Offering Proceeds from the public through the Underwriters, to the MLP
in connection with the Offering in exchange for 6,899,968 Common Units.


 


ARTICLE
III

CONCURRENT TRANSACTIONS


 


The Parties acknowledge
that each of the following actions is occurring immediately following the
closing of the Offering and the completion of the actions set forth in Article
II above.


 


3.1                                 Contribution by GP LLC to the MLP of the USS Chartering Interest.  GP LLC hereby grants, contributes, transfers,
assigns and conveys to the MLP, its successors and assigns, for its and their
own use forever, all of the USS Chartering Interest, and the MLP hereby accepts
the USS Chartering Interest as an additional capital contribution.


 


TO HAVE AND TO HOLD the USS
Chartering Interest unto the MLP, its successors and assigns, together with all
and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement,
forever.


 


3.2                                 Contribution by USSM to the MLP of its Remaining Interest in the USS Subsidiaries
and the USCS Subsidiaries. 
USSM hereby grants, contributes, transfers, assigns and conveys to the
MLP, its successors and assigns, for its and their own use forever, all of its
remaining membership interests in the USS Subsidiaries and the USCS
Subsidiaries (collectively, the “USSM Aggregate Interests”),
and the MLP hereby accepts the USSM Aggregate Interests as an additional
contribution to the capital of the MLP.


 


TO HAVE AND TO HOLD the USSM
Aggregate Interests unto the MLP, its successors and assigns, together with all
and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement,
forever.


 


3.3                                 Contribution by the MLP to the OLLC of All of Its Interests in the USS Subsidiaries
and the USCS Subsidiaries.  The MLP hereby grants, contributes, transfers,
assigns and conveys to the OLLC, its successors and assigns, for its and their
own use forever, all of its right, title and interest in and to its 100%
membership interest in each of the USS Subsidiaries and the USCS Subsidiaries (collectively,
the “MLP Aggregate Interests”), and the OLLC
hereby accepts the MLP Aggregate Interests as a contribution to the capital of
the OLLC.


 


10





















 


TO HAVE AND TO HOLD the MLP
Aggregate Interests unto the OLLC, its successors and assigns, together with
all and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement,
forever.


 


3.4                                 MLP Receipt of Cash Contribution.  The MLP acknowledges receipt of the Offering
Proceeds in cash as a capital contribution to the MLP, and the Parties
acknowledge that the MLP has used all of such capital contribution to (a) pay
the Underwriters’ discounts and commissions and structuring fees (which may be
withheld by the Underwriters from the Offering Proceeds as payment thereof),
(b) pay the approximately $3.1 million of Offering expenses incurred by the
MLP, (c) redeem the 899,968 Common Units held by USSM and (d) make a capital
contribution to the OLLC of the remaining Offering Proceeds as described in
Section 3.5 below.


 


3.5                                 OLLC Receipt of Cash Contribution.  OLLC acknowledges receipt of $120.9 million
in cash as a capital contribution from the MLP, and the parties acknowledge
that the OLLC has used, or will use, all of such capital contribution to (a) contribute
$93.8 million to the USS Subsidiaries and the USCS Subsidiaries, which will use
such funds to repay $93.8 million of the Debt, (b) provide $26.1 million of
working capital and (c) pay $1.0 million incurred in connection with amending
and restating the Existing Credit Facility.


 


3.6                                 Conveyance and Contribution by OLLC to Pioneer LLC of its Interest in Chemical
Chartering.  The OLLC
hereby grants, contributes, transfers, assigns and conveys to Pioneer LLC, its
successors and assigns, for its and their own use forever, all of its right,
title and interest in and to its 100% membership interest in Chemical Chartering
(the “Chemical Chartering Interest”), and Pioneer
LLC hereby accepts the Chemical Chartering Interest.


 


TO HAVE AND TO HOLD the Chemical
Chartering Interest unto Pioneer LLC, its successors and assigns, together with
all and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement, forever.


 


3.7                                 Conveyance and Contribution by OLLC to USS Chartering of its Interests in ITB
Subsidiaries.  The OLLC
hereby grants, contributes, transfers, assigns and conveys to USS Chartering,
its successors and assigns, for its and their own use forever, all of its
right, title and interest in and to its 100% membership interest in each of the
ITB Subsidiaries (the “ITB Interests”),
and USS Chartering hereby accepts the ITB Interests.


 


TO HAVE AND TO HOLD the ITB
Interests unto USS Chartering, its successors and assigns, together with all
and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement,
forever.


 


3.8                                 Conveyance and Contribution by OLLC to USCS Chartering of its Interest in Charleston
LLC.  The OLLC hereby
grants, contributes, transfers, assigns and conveys to USCS Chartering, its
successors and assigns, for its and their own use forever, all of its right,
title and interest in and to its 100% membership interest in Charleston LLC (the
“Charleston Interest”), and USCS
Chartering hereby accepts the Charleston Interest.


 


11





















 


TO HAVE AND TO HOLD the
Charleston Interest unto USCS Chartering, its successors and assigns, together
with all and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in this
Agreement, forever.


 


3.9                                 Conversion of Pioneer LLC to USCS Chemical Pioneer Inc.  Pioneer LLC has adopted a
certificate of conversion pursuant to Section 265 of the DGCL, and has filed a
certificate of conversion and certificate of incorporation with the Secretary
of State of the State of Delaware which filings shall convert (upon such filing
or the effective time stated therein) Pioneer LLC into Chemical Pioneer Inc.,
having the OLLC as its sole stockholder.


 


3.10                           Specific Conveyances.  To further evidence the contributions of the Assets
reflected in this Agreement, each party making such contribution may have executed
and delivered to the party receiving such contribution certain conveyance,
assignment and bill of sale instruments (the “Specific Conveyances”).
 The Specific Conveyances shall evidence
and perfect such sale and contribution made by this Agreement and shall not
constitute a second conveyance of any assets or interests therein and shall be
subject to the terms of this Agreement.


 


ARTICLE
IV

ASSUMPTION OF CERTAIN LIABILITIES


 


4.1                                 Assumption of USS Chartering Liabilities by GP LLC.  In connection with the contributions by USSM of
the USS Chartering Interest to GP LLC, as set forth in Section 2.5 above, GP LLC
hereby assumes and agrees to duly and timely pay, perform and discharge all of
the USS Chartering Liabilities, to the full extent that USSM has been
heretofore or would have been in the future obligated to pay, perform and
discharge the USS Chartering Liabilities were it not for the execution and
delivery of this Agreement; provided, however, that said assumption and
agreement to duly and timely pay, perform and discharge the USS Chartering
Liabilities shall not (a) increase the obligation of GP LLC with respect to the
USS Chartering Liabilities beyond that of USSM, (b) waive any valid defense
that was available to USSM with respect to the USS Chartering Liabilities or
(c) enlarge any rights or remedies of any third party under any of the USS
Chartering Liabilities.


 


4.2                                 Assumption of  USS
Chartering Liabilities by the MLP.
 In connection with the contributions by GP
LLC to the MLP of the USS Chartering Interest as set forth in Section 3.1
above, the MLP hereby assumes and agrees to duly and timely pay, perform and
discharge all of the USS Chartering Liabilities, to the full extent that GP LLC
has been heretofore or would have been in the future obligated to pay, perform
and discharge such obligations and liabilities were it not for the execution
and delivery of this Agreement; provided, however, that said assumption and agreement
to duly and timely pay, perform and discharge the USS Chartering Liabilities
shall not (a) increase the obligation of the MLP with respect to the USS
Chartering Liabilities beyond that of GP LLC, (b) waive any valid defense that
was available to GP LLC with respect to the USS Chartering Liabilities or (c)
enlarge any rights or remedies of any third party under any of the USS
Chartering Liabilities. 


 


4.3                                 Assumption of USSM Aggregate Liabilities by the MLP.  In connection with the contributions by USSM to
the MLP of the USSM Aggregate Interests as set forth in Section 3.2 above, the
MLP hereby assumes and agrees to duly and timely pay, perform and discharge all
of


 


12





















 


the USSM Aggregate Liabilities, to the full extent
that USSM has been heretofore or would have been in the future obligated to
pay, perform and discharge such obligations and liabilities were it not for the
execution and delivery of this Agreement; provided, however, that said
assumption and agreement to duly and timely pay, perform and discharge the USSM
Aggregate Liabilities shall not (a) increase the obligation of the MLP with
respect to the USSM Aggregate Liabilities beyond that of USSM, (b) waive any
valid defense that was available to USSM with respect to the USSM Aggregate
Liabilities or (c) enlarge any rights or remedies of any third party under any
of the USSM Aggregate Liabilities.


 


4.4                                 Assumption of MLP  Aggregate Liabilities by the OLLC.  In connection with the contribution by the MLP
to the OLLC of the MLP Aggregate Interests as set forth in Section 3.3 above,
the OLLC hereby assumes and agrees to duly and timely pay, perform and
discharge all of the MLP Aggregate Liabilities, to the full extent that the MLP
has been heretofore or would have been in the future obligated to pay, perform
and discharge such obligations and liabilities were it not for the execution
and delivery of this Agreement; provided, however, that said assumption and
agreement to duly and timely pay, perform and discharge the MLP Aggregate Liabilities
shall not (a) increase the obligation of the OLLC with respect to the MLP Aggregate
Liabilities beyond that of the MLP, (b) waive any valid defense that was available
to the MLP with respect to the MLP Aggregate Liabilities or (c) enlarge any
rights or remedies of any third party under any of the MLP Aggregate Liabilities.


 


4.5                                 General Provisions Relating to Assumption of Liabilities.  Notwithstanding anything to the contrary
contained in this Agreement including, without limitation, the terms and
provisions of this Article IV, none of the Parties shall be deemed to have
assumed, and none of the Assets have been or are being contributed subject to,
(a) any liens or security interests securing consensual indebtedness covering
any of the Assets, except for liens and security interests securing borrowings
under the Existing Credit Facility and the Bank Credit Facility, and all such
liens and security interests (except such liens securing borrowing under the
Bank Credit Facility) shall be deemed to be excluded from the assumptions of
liabilities made under this Article IV or (b) any of the liabilities covered by
the indemnities set forth in the Omnibus Agreement to the extent such liabilities
are covered by such indemnities, and all such liabilities shall be deemed to be
excluded from the assumptions of liabilities made under this Article IV to the
extent that such liabilities are covered by such indemnities. 


 


ARTICLE
V

ADDITIONAL TRANSACTION


 


5.1                                 Exercise of the Over-Allotment Option.  The Parties
acknowledge that in the event the Underwriters exercise their over-allotment
option, the MLP shall use any net proceeds therefrom to redeem from USSM a
number of Common Units held by USSM equal to the number of Common Units issued
upon exercise of the over-allotment option, at a price per Common Unit equal to
the net proceeds per Common Unit received by the MLP after underwriting discounts
and commissions but before other expenses.


 


13





















 


ARTICLE
VI

TITLE MATTERS


 


6.1                                 Encumbrances.


 


(a)                                  Except
to the extent provided in Article IV or any other document executed in
connection with this Agreement or the Offering including, without limitation,
the Omnibus Agreement, the contribution and conveyance (by operation of law or
otherwise) of the various physical assets as reflected in this Agreement
(collectively, the “Assets”)
are made expressly subject to all recorded encumbrances, agreements, defects,
restrictions, and adverse claims covering the respective Assets and all laws,
rules, regulations, ordinances, judgments and orders of governmental
authorities or tribunals having or asserting jurisdiction over the Assets and
operations conducted thereon or therewith, in each case to the extent the same
are valid and enforceable and affect the Assets, including, without limitation,
(i) all matters that a visual inspection of the Assets would reflect, (ii) the
applicable liabilities assumed in Article IV, and (iii) all matters contained
in the Specific Conveyances.


 


(b)                                 To
the extent that certain jurisdictions in which the Assets are located may
require that documents be recorded in order to evidence the transfers of title
reflected in this Agreement, then the provisions set forth in Section 6.1(a)
immediately above shall also be applicable to the conveyances under such
documents.


 


6.2                                 Disclaimer of Warranties;
Subrogation; Waiver of Bulk Sales Laws.


 


(a)                                  EXCEPT
TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN
CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING, WITHOUT LIMITATION
THE OMNIBUS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE
PARTIES HAS MADE, DOES NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND
DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR
GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR
STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT, REGARDING (A) THE VALUE, NATURE,
QUALITY OR CONDITION OF THE ASSETS INCLUDING, WITHOUT LIMITATION, THE
ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING THE PRESENCE OR LACK
OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE ASSETS, (B) THE INCOME TO BE
DERIVED FROM THE ASSETS, (C) THE SUITABILITY OF THE ASSETS FOR ANY AND ALL
ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON, (D) THE COMPLIANCE OF OR BY
THE ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY
ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES,
REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ASSETS.
 EXCEPT TO THE EXTENT PROVIDED IN ANY
OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE
OFFERING INCLUDING, WITHOUT LIMITATION, THE OMNIBUS AGREEMENT.  THE PARTIES ACKNOWLEDGE AND AGREE THAT EACH


 


14





















 


HAS HAD THE OPPORTUNITY TO INSPECT THE RESPECTIVE
ASSETS, AND EACH IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE RESPECTIVE
ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY OF THE
PARTIES.  EXCEPT TO THE EXTENT PROVIDED
IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT
OR THE OFFERING INCLUDING, WITHOUT LIMITATION, THE OMNIBUS AGREEMENT, NONE OF
THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN
STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED
BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY.  EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT
EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING,
WITHOUT LIMITATION, THE OMNIBUS AGREEMENT, EACH OF THE PARTIES ACKNOWLEDGES
THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE ASSETS AS
PROVIDED FOR HEREIN IS MADE IN AN “AS IS”, “WHERE IS” CONDITION WITH ALL
FAULTS, AND THE ASSETS ARE CONTRIBUTED AND CONVEYED SUBJECT TO ALL OF THE
MATTERS CONTAINED IN THIS SECTION.  THIS
SECTION SHALL SURVIVE SUCH CONTRIBUTION AND CONVEYANCE OR THE TERMINATION OF
THIS AGREEMENT.  THE PROVISIONS OF THIS
SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE
INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES,
WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE ASSETS THAT MAY
ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS
SET FORTH IN THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN
CONNECTION WITH THIS AGREEMENT OR THE OFFERING, INCLUDING, WITHOUT LIMITATION,
THE OMNIBUS AGREEMENT.


 


(b)                                 To
the extent that certain jurisdictions in which the Assets are located may
require that documents be recorded in order to evidence the transfers of title
reflected in this Agreement, then the disclaimers set forth in Section 6.2(a)
immediately above shall also be applicable to the conveyances under such
documents. 


 


(c)                                  The
contributions of the Assets made under this Agreement are made with full rights
of substitution and subrogation of the respective parties receiving such
contributions, and all persons claiming by, through and under such parties, to
the extent assignable, in and to all covenants and warranties by the
predecessors-in-title of the parties contributing the Assets, and with full
subrogation of all rights accruing under applicable statutes of limitation and
all rights of action of warranty against all former owners of the Assets.


 


(d)                                 Each
of the Parties agrees that the disclaimers contained in this Section 6.2 are “conspicuous”
disclaimers.  Any covenants implied by statute
or law by the use of the words “grant,” “convey,” “bargain,” “sell,” “assign,” “transfer,”
“deliver,” or “set over” or any of them or any other words used in this
Agreement or any exhibits hereto are hereby expressly disclaimed, waived or
negated.


 


15





















 


(e)                                  Each
of the Parties hereby waives compliance with any applicable bulk sales law or
any similar law in any applicable jurisdiction in respect of the transactions
contemplated by this Agreement.


 


ARTICLE
VII

FURTHER ASSURANCES


 


7.1                                 Further Assurances.  From time to time after the date hereof, and
without any further consideration, the Parties agree to execute, acknowledge
and deliver all such additional deeds, assignments, bills of sale, conveyances,
instruments, notices, releases, acquittances and other documents, and will do
all such other acts and things, all in accordance with applicable law, as may
be necessary or appropriate (a) more fully to assure that the applicable Parties
own all of the properties, rights, titles, interests, estates, remedies, powers
and privileges granted by this Agreement, or which are intended to be so
granted, (b) more fully and effectively to vest in the applicable Parties and
their respective successors and assigns beneficial and record title to the
interests contributed and assigned by this Agreement or intended so to be and (c)
to more fully and effectively carry out the purposes and intent of this
Agreement.


 


7.2                                 Power of Attorney.  Each Party
that has conveyed any Assets (the “Conveyed Assets”)
as reflected by this Agreement (collectively, the “Conveying Parties”) hereby constitutes
and appoints GP LLC (the “Attorney-in-Fact”)
its true and lawful attorney-in-fact with full power of substitution for it and
in its name, place and stead or otherwise on behalf of the applicable Conveying
Party and its successors and assigns, and for the benefit of the
Attorney-in-Fact to demand and receive from time to time the Conveyed Assets
contributed and to execute in the name of the applicable Conveying Party and
its successors and assigns instruments of conveyance, instruments of further
assurance and to give receipts and releases in respect of the same, and from
time to time to institute and prosecute in the name of the applicable Conveying
Party for the benefit of the Attorney-in-Fact, any and all proceedings at law,
in equity or otherwise which the Attorney-in-Fact may deem proper in order to
(i) collect, assert or enforce any claims, rights or titles of any kind in
and to the Conveyed Assets, (ii) defend and compromise any and all
actions, suits or proceedings in respect of any of the Conveyed Assets, and
(iii) do any and all such acts and things in furtherance of this Agreement
as the Attorney-in-Fact shall deem advisable.  Each Conveying Party hereby declares that the
appointment hereby made and the powers hereby granted are coupled with an
interest and are and shall be irrevocable and perpetual and shall not be
terminated by any act of any Conveying Party or its successors or assigns or by
operation of law.


 


7.3                                 Other Assurances.  From time to time after the date hereof, and
without any further consideration, each of the Parties shall execute, acknowledge
and deliver all such additional instruments, notices and other documents, and
will do all such other acts and things, all in accordance with applicable law,
as may be necessary or appropriate to more fully and effectively carry out the
purposes and intent of this Agreement.  It
is the express intent of the Parties that the MLP or its subsidiaries own all
assets necessary to operate the assets that are identified in this Agreement
and in the Registration Statement.  To
the extent any assets were not identified but are necessary to the operation of
assets that were identified, then the intent of the Parties is that all such
unidentified assets are intended to be conveyed to the appropriate members of
the Partnership Group.  To the extent
such assets are identified at a later date, the


 


16





















 


Parties shall take the appropriate actions required in
order to convey all such assets to the appropriate members of the Partnership
Group.  Likewise, to the extent that assets
are identified at a later date that were not intended by the parties to be
conveyed as reflected in the Registration Statement, the Parties take the appropriate
actions required in order to convey all such assets to the appropriate party.


 


ARTICLE
VIII

MISCELLANEOUS


 


8.1                                 Order of Completion of Transactions.  The transactions provided for in Articles II, III,
IV and V of this Agreement shall be completed on the Effective Date in the
following order: 


 


First, the transactions provided for in Article II
shall be completed in the order set forth therein; 


 


Second, the transactions provided for in Articles III and
IV shall be completed in the order set forth therein; and


 


Third, the transactions provided for in Article V
shall be completed in the order set forth therein.


 


8.2                                 Consents; Restriction on Assignment.  If there are prohibitions against or
conditions to the contribution and conveyance of one or more of the Assets
without the prior written consent of third parties, including, without limitation,
governmental agencies (other than consents of a ministerial nature which are
normally granted in the ordinary course of business), which if not satisfied
would result in a breach of such prohibitions or conditions or would give an
outside party the right to terminate rights of the Party to whom the applicable
Assets were intended to be conveyed (the “Beneficial Owner”)
with respect to such portion of the Assets (herein called a “Restriction”), then any provision
contained in this Agreement to the contrary notwithstanding, the transfer of
title to or interest in each such portion of the Assets (herein called the “Restriction Asset”) pursuant to this
Agreement shall not become effective unless and until such Restriction is
satisfied, waived or no longer applies.  When
and if such a Restriction is so satisfied, waived or no longer applies, to the
extent permitted by applicable law and any applicable contractual provisions,
the assignment of the Restriction Asset subject thereto shall become effective
automatically as of the Effective Time, without further action on the part of
any Party.  Each of the applicable
Parties that were involved with the conveyance of a Restriction Asset agree to
use their reasonable best efforts to obtain on a timely basis satisfaction of
any Restriction applicable to any Restriction Asset conveyed by or acquired by
any of them.  The description of any
portion of the Assets as a “Restriction Asset” shall not be construed as an
admission that any Restriction exists with respect to the transfer of such
portion of the Assets.  In the event that
any Restriction Asset exists, the applicable Party agrees to continue to hold
such Restriction Asset in trust for the exclusive benefit of the applicable
Party to whom such Restriction Asset was intended to be conveyed and to
otherwise use its reasonable best efforts to provide such other Party with the
benefits thereof, and the party holding such Restriction Asset will enter into
other agreements, or take such other action as it may deem necessary, in order
to ensure that the applicable Party to whom such Restriction Asset was intended
to be conveyed has


 


17





















 


the
assets and concomitant rights necessary to enable the applicable Party to operate
such Restriction Asset in all material respects as it was operated prior to the
Effective Time.


 


8.3                                 Costs.  The MLP shall pay all sales, use and similar
taxes arising out of the contributions, conveyances and deliveries to be made
hereunder, and shall pay all documentary, filing, recording, transfer, deed,
and conveyance taxes and fees required in connection therewith.


 


8.4                                 Headings; References; Interpretation.
 All Article and Section headings in this
Agreement are for convenience only and shall not be deemed to control or affect
the meaning or construction of any of the provisions hereof.  The words “hereof,” “herein” and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this
Agreement as a whole, including without limitation, all Schedules attached
hereto, and not to any particular provision of this Agreement.  All references herein to Articles, Sections,
and Schedules shall, unless the context requires a different construction, be
deemed to be references to the Articles, Sections and Schedules of this
Agreement, respectively, and all such Schedules attached hereto are hereby
incorporated herein and made a part hereof for all purposes.  All personal pronouns used in this Agreement,
whether used in the masculine, feminine or neuter gender, shall include all
other genders, and the singular shall include the plural and vice versa.  The use herein of the word “including”
following any general statement, term or matter shall not be construed to limit
such statement, term or matter to the specific items or matters set forth
immediately following such word or to similar items or matters, whether or not
non-limiting language (such as “without limitation,” “but not limited to,” or
words of similar import) is used with reference thereto, but rather shall be
deemed to refer to all other items or matters that could reasonably fall within
the broadest possible scope of such general statement, term or matter.


 


8.5                                 Successors and Assigns.  The Agreement shall be binding upon and inure
to the benefit of the parties signatory hereto and their respective successors
and assigns.


 


8.6                                 No Third Party Rights.  The provisions of this Agreement are intended
to bind the parties signatory hereto as to each other and are not intended to
and do not create rights in any other person or confer upon any other person
any benefits, rights or remedies and no person is or is intended to be a third
party beneficiary of any of the provisions of this Agreement.


 


8.7                                 Counterparts.  This Agreement may be executed in any number
of counterparts, all of which together shall constitute one agreement binding
on the parties hereto.


 


8.8                                 Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York applicable to
contracts made and to be performed wholly within such state without giving
effect to conflict of law principles thereof, except to the extent that it is
mandatory that the law of some other jurisdiction, wherein the Assets are
located, shall apply.


 


8.9                                 Severability.  If any of the provisions of this Agreement are
held by any court of competent jurisdiction to contravene, or to be invalid
under, the laws of any political body having jurisdiction over the subject
matter hereof, such contravention or invalidity shall not invalidate the entire
Agreement.  Instead, this Agreement shall
be construed as if it did not contain the particular provision or provisions
held to be invalid, and an equitable adjustment


 


18





















 


shall be made and necessary provision added so as to
give effect to the intention of the Parties as expressed in this Agreement at
the time of execution of this Agreement.


 


8.10                           Deed; Bill of Sale; Assignment. To the extent required and permitted by
applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or
“assignment” of the Assets. 


 


8.11                           Amendment or Modification.  This Agreement may be amended or modified from
time to time only by the written agreement of all the Parties hereto and
affected thereby.


 


8.12                           Integration.  This Agreement and the instruments referenced
herein supersede all previous understandings or agreements among the Parties,
whether oral or written, with respect to its subject matter.  This Agreement and such instruments contain
the entire understanding of the Parties with respect to the subject matter
hereof and thereof.  No understanding,
representation, promise or agreement, whether oral or written, is intended to
be or shall be included in or form part of this Agreement unless it is
contained in a written amendment hereto executed by the Parties hereto after
the date of this Agreement.


 


19





















 


IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the date first
above written.


 


	
   

  	
  UNITED STATES SHIPPING MASTER LLC, a Delaware

  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  “USSM”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US SHIPPING GENERAL PARTNER LLC, a Delaware

  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “GP LLC”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

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

  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   US Shipping
  General Partner LLC, its general partner

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “MLP”

  
							



 





















 


	
   

  	
  U.S. SHIPPING OPERATING LLC, a Delaware limited

  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “OLLC”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNITED STATES SHIPPING LLC, a Delaware limited

  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
    “USS LLC”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  UNITED STATES CHEMICAL SHIPPING LLC, a

  Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “USCS LLC”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  USCS CHEMICAL CHARTERING LLC, a Delaware

  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Chemical Chartering”

  
						



 





















 


	
   

  	
  USS CHARTERING LLC, a Delaware limited liability

  company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  “USS Chartering”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ITB BALTIMORE LLC, a Delaware limited liability

  company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  “ITB Baltimore”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ITB GROTON LLC, a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
  “ITB Groton”

  
							



 





















 


	
   

  	
  ITB JACKSONVILLE LLC, a Delaware limited liability

  company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “ITB Jacksonville”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ITB MOBILE LLC, a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “ITB Mobile”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ITB NEW YORK LLC, a Delaware limited liability

  company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “ITB New York”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ITB PHILADELPHIA LLC, a Delaware limited liability

  company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “ITB Philadelphia”

  
							



 





















 


	
   

  	
  USCS CHARLESTON LLC, a Delaware limited liability

  company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Charleston LLC”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  USCS CHEMICAL PIONEER LLC, a Delaware limited

  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Paul B.
  Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Paul B. Gridley

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Pioneer LLC”

  
						



 





















 


Schedule 1


 


None.