Exhibit 10.1

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT(this Amendment), dated as of April 25, 2007 (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 so amended and further amended or otherwise modified, the Credit Agreement);

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



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Second Amendment to Third Amended and Restated Credit Agreement

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

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

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

| | (a)     by   inserting the text , as such letter agreement may be amended, supplemented   or otherwise modified from time to time by the parties thereto and in   compliance with Section 7.2.12 immediately before the period in the   text for each of the definitions Option Cancellation Option Letter   and Option Letter; and                                                                                                                                                                                                                                                                    
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| | (b)     by   inserting the following new definition immediately after the definition Option   Cancellation Option Letter:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Option   Expiry Date means May 1, 2007 or such later date as is the date that is   the earlier of (a) that certain date specified in the Option Cancellation   Option Letter as the last day upon which USS ATB 1 LLC can cancel its   already-exercised option with respect to the construction by Bay Shipbuilding   Co. of a fourth barge and (b) that certain date specified in the Option   Letter as the last day upon which the MLP can exercise its right to contract   for Eastern Shipbuilding Group, Inc. to construct a fourth pusher tug   identified as Hull No. 934 in the Option Letter.

SECTION 3.Amendment of Section 3.1 of the Credit Agreement.  Section 3.1 of the Credit Agreement is hereby amended by deleting the text of clause (k) thereof and replacing it in its entirety with the following:

| | (k)     shall,   on the first Quarterly Payment Date occurring after the early termination or   cancellation of any New ATB Construction Contract for any reason (other than   with respect to the cancellation of the already-exercised option for the   construction of one barge as required by Section 7.1.14) or   performance default by the relevant ATB Contractor make a mandatory   prepayment of the Term Loans in an amount equal to 100% of the Individual New   ATB Escrow Amount applicable for such New ATB Construction Contract or the   Option Letter; and.
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SECTION 4.Amendment of Section 7.1.14 of the Credit Agreement.  Section 7.1.14 of the Credit Agreement is hereby amended by deleting the text thereof and replacing it in its entirety with the following:

| | SECTION 7.1.14Limitations   on a Fourth New ATB.  The   Borrowers will, and will cause each Restricted Subsidiary to, (a) exercise   their rights, on or before the Option Expiry Date, under the Option   Cancellation Option Letter to cancel the already-exercised option for the   construction of Vessel No. 4 identified therein and (b) refrain from   exercising any option granted under the Option Letter to construct the pusher   tug identified therein as Hull No. 934; provided however, that if (i) on or   before the date
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Second Amendment to Third Amended and Restated Credit Agreement

| | that is   forty-five (45) days prior to the Option Expiry Date, the Borrowers submit   updated Projections, which shall incorporate a financing plan, to the   Administrative Agent reflecting the contemplated construction of a total of   four New ATBs and such updated Projections are approved by the Majority   Lenders in their discretion on or before the date that is fifteen (15) days   prior to the Option Expiry Date, or (ii) prior to the Option Expiry Date, the   Loan Parties execute an agreement, on terms and conditions reasonably   satisfactory to the Administrative Agent, for the Disposition of the ATB and   the concurrent execution of a long-term charter or lease of the ATB following   such Disposition, all in compliance with Section 7.2.11, then the   Borrowers and their Restricted Subsidiaries shall not be required to cancel   the already-exercised option to construct the barge referred to as Vessel   No. 4 in the Option Cancellation
Option Letter and shall also be permitted   to exercise the option which expires on the Option Expiry Date for the   construction of the pusher tug identified as Hull No. 934 in the Option Letter,   such that the Loan Parties would have a total of four, but no more than four,   New ATBs under contract for construction.    Notwithstanding the foregoing clauses (a) and (b), the   Borrowers shall be permitted to assign or otherwise Dispose of any or all of   the contracts for the construction of a fourth New ATB as long as the   aggregate amount of all expenditures made on/or in connection with such   fourth New ATB as of such date of Disposition, including, without limitation,   option premiums, milestone payments and the purchase of owner-furnished   equipment does not exceed the aggregate Net Proceeds received from such   Disposition in an amount greater than $5,900,000.
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SECTION 5.Amendment of Section 7.2.11 of the Credit Agreement.  Section 7.2.11 of the Credit Agreement is hereby amended by replacing the text May 1, 2007 therein with the text the Option Expiry Date.

SECTION 6.Amendment of Section 7.2.12 of the Credit Agreement.  Section 7.2.12 of the Credit Agreement is hereby amended by inserting the following new sub-clause (iv) immediately at the end of the first sentence of clause (a) thereof:  or (iv) which extends the Option Expiry Date under either the Option Cancellation Option Letter or the Option Letter, provided that (A) such new Option Expiry Date is the same date in both the Option Cancellation Option Letter and the Option Letter and (B) no additional fees, costs or option premiums are paid to the respective ATB Contractor in connection with such extension of the Option Expiry Date.

SECTION 7.Representations and Warranties, Etc.  To induce the Lenders to enter into this Amendment, each of the Borrowers shall have represented and warranted to the Administrative Agent, the Letter of Credit Issuer, the Collateral Agent, the Syndication Agent and the Lenders, and by its execution and delivery of this Amendment such Borrower does hereby represent and warrant to the Administrative Agent, the Letter of Credit Issuer, the Collateral Agent, the Syndication Agent and the Lenders, that:

| | (a)     on   or prior to November 21, 2006, the Borrowers made payments (exclusive of   the modification payment of $380,000 made in July 2006 in connection with the   execution of the Option Cancellation Option Letter and the modification   payment of $120,000 made on November 21, 2006 in connection with the   amendment of the Option Cancellation Option Letter), in an amount not in   excess of $3,900,000, to the ATB Contractor with respect to the option to   construct Vessel No. 4 (as defined in the
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Second Amendment to Third Amended and Restated Credit Agreement

| | Option   Cancellation Option Letter) and if any cancellation of such   already-exercised option, as required by Section 7.1.14 of the Credit   Agreement (as amended hereunder) shall occur, then the aggregate amount of   funds required to be paid or forfeited by the Borrowers to the ATB Contractor   upon such cancellation shall not exceed $5,800,000;                                                                                                                           
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| | (b)     each   of the representations and warranties by such Borrower contained in the   Credit Agreement and in the other Loan Documents are true and correct on and   as of the date hereof in all material respects as though made as of the date   hereof, except those that by their terms relate solely as to an earlier date,   in which event they shall be true and correct on and as of such earlier date;                                                                      
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| | (c)     the   execution, delivery and performance of this Amendment has been duly   authorized by all requisite organizational action on the part of such   Borrower;                                                                                                                                                                                                                                                                                                                     
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| | (d)     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
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| | (e)     no   Default or Event of Default exists under the Credit Agreement or any of the   other Loan Documents.                                                                                                                                                                                                                                                                                                                                                                          

SECTION 8.Ratification.  Each Borrower hereby ratifies and confirms, as of the Effective Date, (a) the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Amendment and the transactions contemplated thereby and (b) all of the Obligations under the Credit Agreement and the other Loan Documents.  This Amendment is an amendment to the Credit Agreement, and the Credit Agreement as amended hereby, is hereby ratified, approved and confirmed in each and every respect.

SECTION 9.Effectiveness.  This Amendment shall become effective as of the Effective Date when all of the conditions set forth in this Section 9 have been satisfied.

| | (a)     The   Administrative Agent shall have received duly executed counterparts of this   Amendment from the Borrowers, the Administrative Agent, the Letter of Credit   Issuer, the Collateral Agent, the Syndication Agent and the Majority Lenders;   and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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| | (b)     The   Administrative Agent shall have received (i) all reasonable fees, costs and   expenses incurred in connection with the negotiation, preparation, execution   and delivery of this Amendment and related documents, including all   reasonable fees and disbursements of counsel to the Administrative Agent and   (ii) all other reasonable fees, costs and expenses due and payable pursuant   to Section 10.3 of the Credit Agreement, in each case under either clause (i)   or (ii) above, to the extent then invoiced.    Borrowers hereby acknowledge and agree that the fees and expenses set forth   in this Section 10(b) shall be paid upon Borrowers execution of this   Amendment and are not refundable for any reason.

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Second Amendment to Third Amended and Restated Credit Agreement

SECTION 10.Governing Law; Severability; Entire Agreement.  THIS AMENDMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION).  Any provision of this Amendment or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment or such Loan Document or affecting the validity or enforceability of such provision in any other jurisdiction.  This Amendment and the other Transaction Documents constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

SECTION 11.Execution in Counterparts.  This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

SECTION 12.Successors and Assigns.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that (a) no Borrower may assign or transfer its rights or obligations hereunder without the prior written consent of the Administrative Agent, the Letter of Credit Issuer and all Lenders; and (b) the rights of sale, assignment and transfer of the Lenders are subject to Section 10.11 of the Credit Agreement.

SECTION 13.Miscellaneous.  (a) On and after the effectiveness of this Amendment, each reference in each Transaction Document to the Credit Agreement, thereunder, thereof or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended or otherwise modified by this Amendment; (b) the execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any default of any Borrower or any right, power or remedy of the Administrative Agent, the Letter of Credit Issuer, the Syndication Agent, the Collateral Agent or the Lenders under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents; (c) this Amendment is a Loan
Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with the terms and provisions of the Credit Agreement; and (d) a facsimile signature of any party hereto shall be deemed to be an original signature for purposes of this Amendment.

[Remainder of Page Left Intentionally Blank]

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Second Amendment to Third Amended and Restated Credit Agreement

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

| | BORROWERS:                 
| | ---------------------------
| |                            
| | U.S. SHIPPING PARTNERS L.P.
| |                            
| |                            
| | By:                        
| |                            
| |                            
| | By:                        
| |                            
| | Name:                      
| | Title:                     
| |                            
| | U.S. SHIPPING OPERATING LLC
| |                            
| |                            
| | By:                        
| |                            
| | Name:                      
| | Title:                     
| |                            
| | ITB BALTIMORE LLC          
| |                            
| |                            
| | By:                        
| |                            
| | Name:                      
| | Title:                     
| |                            
| | ITB GROTON LLC             
| |                            
| |                            
| | By:                        
| |                            
| | Name:                      
| | Title:                     

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Second Amendment to Third Amended and Restated Credit Agreement

| | ITB JACKSONVILLE LLC
| | --------------------
| |                     
| |                     
| | By:                 
| |                     
| | Name:               
| | Title:              
| |                     
| | ITB MOBILE LLC      
| |                     
| |                     
| | By:                 
| |                     
| | Name:               
| | Title:              
| |                     
| | ITB NEW YORK LLC    
| |                     
| |                     
| | By:                 
| |                     
| | Name:               
| | Title:              
| |                     
| | ITB PHILADELPHIA LLC
| |                     
| |                     
| | By:                 
| |                     
| | Name:               
| | Title:              
| |                     
| | USS CHARTERING LLC  
| |                     
| |                     
| | By:                 
| |                     
| | Name:               
| | Title:              

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Second Amendment to Third Amended and Restated Credit Agreement

| | USCS CHEMICAL CHARTERING LLC  
| | ------------------------------
| |                               
| |                               
| | By:                           
| |                               
| | Name:                         
| | Title:                        
| |                               
| | USCS CHEMICAL PIONEER INC.    
| |                               
| |                               
| | By:                           
| |                               
| | Name:                         
| | Title:                        
| |                               
| | USCS CHARLESTON CHARTERING LLC
| |                               
| |                               
| | By:                           
| |                               
| | Name:                         
| | Title:                        
| |                               
| | USCS CHARLESTON LLC           
| |                               
| |                               
| | By:                           
| |                               
| | Name:                         
| | Title:                        
| |                               
| | USCS ATB LLC                  
| |                               
| |                               
| | By:                           
| |                               
| | Name:                         
| | Title:                        
| |                               
| | USS ATB 1 LLC                 
| |                               
| |                               
| | By:                           
| |                               
| | Name:                         
| | Title:                        

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Second Amendment to Third Amended and Restated Credit Agreement

| | USS ATB 2 LLC              
| | ---------------------------
| |                            
| |                            
| | By:                        
| |                            
| | Name:                      
| | Title:                     
| |                            
| | USCS SEA VENTURE LLC       
| |                            
| |                            
| | By:                        
| |                            
| | Name:                      
| | Title:                     
| |                            
| | USS M/V HOUSTON LLC        
| |                            
| |                            
| | By:                        
| |                            
| | Name:                      
| | Title:                     
| |                            
| | U.S. SHIPPING FINANCE CORP.
| |                            
| |                            
| | By:                        
| |                            
| | Name:                      
| | Title:                     
| |                            
| | USS PRODUCT MANAGER LLC    
| |                            
| |                            
| | By:                        
| |                            
| | Name:                      
| | Title:                     
| |                            
| | USS JV MANAGER INC.        
| |                            
| |                            
| | By:                        
| |                            
| | Name:                      
| | Title:                     

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Second Amendment to Third Amended and Restated Credit Agreement

| | USS PC HOLDING CORP.
| | --------------------
| |                     
| |                     
| | By:                 
| |                     
| | Name:               
| | Title:              

|AGENTS AND LENDERS:                                                                         |                        
|------------------------------------------------------------------------------------------- | -----------------------
|                                                                                            |                        
|CANADIAN IMPERIAL BANK OF   COMMERCE, as Administrative Agent and   Letter of Credit Issuer
|                                                                                           
|                                                                                           
|By:                                                                                         | /s/ Gerald   Girardi   
|                                                                                            |                        
|Name:                                                                                       | Gerald   Girardi       
|Title:                                                                                      | Authorized   Signatory 
|                                                                                            |                        
|                                                                                            |                        
|By:                                                                                         |                        
|                                                                                            |                        
|Name:                                                                                       |                        
|Title:                                                                                      |                        
|                                                                                            |                        
|LEHMAN COMMERCIAL PAPER INC., as Syndication   Agent and Lender                             |                        
|                                                                                            |                        
|                                                                                            |                        
|By:                                                                                         | /s/ Frank P.   Turner  
|                                                                                            |                        
|Name:                                                                                       | Frank P.   Turner      
|Title:                                                                                      | Vice   President       
|                                                                                            |                        
|KEYBANK NATIONAL ASSOCIATION,as Collateral   Agent                                          |                        
|                                                                                            |                        
|                                                                                            |                        
|By:                                                                                         | /s/ Thomas   Rajan     
|                                                                                            |                        
|Name:                                                                                       | Thomas Rajan           
|Title:                                                                                      | Senior Vice   President

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Second Amendment to Third Amended and Restated Credit Agreement

|_________________________________________, |                       
|------------------------------------------ | ----------------------
|as Lender                                  |                       
|                                           |                       
|                                           |                       
|By:                                        | /s/ Gerald   Girardi  
|                                           |                       
|Name:                                      | Gerald   Girardi      
|Title:                                     | Authorized   Signatory

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