Exhibit 10.1

SECOND AMENDMENT TO THE PLAN SUPPORT
AGREEMENT

This
SECOND AMENDMENT TO THE PLAN SUPPORT AGREEMENT (this Second Amendment), dated
as of September 18, 2009, amends that certain Plan Support Agreement, dated as
of April 23, 2009 (the Original Agreement), as amended by that certain First
Amendment to the Plan Support Agreement, dated as of July 10, 2009 (the First
Amendment, together with the Original Agreement, the Agreement). The
Agreement was entered into by and among (i) U.S. Shipping Partners L.P.
(USSP), U.S. Shipping Finance Corp., U.S. Shipping Operating LLC, USS
Chartering LLC, USS ATB 1 LLC, USS ATB 2 LLC, USS ATB 3 LLC, USS ATB 4 LLC, USS
M/V Houston LLC, ITB Mobile LLC, USCS Chemical Pioneer Inc., ITB Groton LLC, ITB
New York LLC, ITB Jacksonville LLC, ITB Baltimore LLC, USCS ATB LLC, USCS Sea
Venture LLC, ITB Philadelphia LLC, USCS Chemical Chartering LLC, USCS
Charleston Chartering LLC, USCS Charleston LLC, USS JV Manager Inc., USS
Product Manager LLC, USS PC Holding Corp., US Shipping General Partner LLC
(USSGP), and USS Product Carriers LLC (collectively, the U.S. Shipping
Entities), (ii) certain lenders party to the First Lien Credit Agreement (as
defined in the Agreement) (each, a Senior Secured Lender and collectively,
the Senior Secured Lenders), and (iii) certain holders of Second Lien Notes
(as defined in the Agreement) (each, a Second Lien Noteholder and
collectively, the Second Lien Noteholders; the Second Lien Noteholders,
together with the Senior Secured Lenders, each a Secured Party and
collectively, the Secured Parties).

RECITALS

WHEREAS,
the U.S. Shipping Entities and the Secured Parties entered into the Original
Agreement to reorganize and recapitalize the U.S. Shipping Entities (the
Transactions) in accordance with a proposed prearranged chapter 11 plan of
reorganization (the Plan), whose material terms and conditions were set forth
in the term sheet attached to the Original Agreement as Exhibit A;

WHEREAS,
certain parties to the Original Agreement, including USSP, the Steering
Committee (as defined in the Agreement), and a majority in amount of the Senior
Secured Lenders and the Second Lien Noteholders entered into the First
Amendment (including an Amended and Restated Term Sheet, dated July 9, 2009
(the Amended Term Sheet)) amending the Original Agreement (including the term
sheet attached to the Original Agreement as Exhibit A) in order to preserve
the benefits sought by the Transactions;

WHEREAS,
paragraph 18(b) of the Agreement permits USSP and the Steering Committee in
consultation with the Secured Parties to amend the Agreement as set forth
herein without the need for a writing signed by a majority in amount of either
the Senior Secured Lenders or the Second Lien Noteholders on account of the
fact that the amendments to the Agreement set forth herein are not materially
adverse to the economic interests of either the Senior Secured Lenders or the
Second Lien Noteholders; and

WHEREAS,
USSP and the Steering Committee, in order to preserve the benefits sought by
the Transactions, specifically seek to amend that certain Amended Term Sheet
attached to the First Amendment;

NOW
THEREFORE, the Agreement is amended as follows:

1.          All
references to Class A New Common Stock and Class B New Common Stock in the
Amended Term Sheet are amended to refer to New Common Stock having no stated
dividend and all references to or descriptions of New Common Stock being issued
or divided in two separate classes are deleted.

2.          All
references to Class A Warrants and Class B Warrants in the Amended Term Sheet
are amended to refer to Warrants, meaning warrants to purchase New Common
Stock.

---



3.          All
references to the Priority Distribution Amount in the Amended Term Sheet are
amended to refer to a contingent payment right (Contingent Payment Right),
which will be distributed pro rata to the Senior Secured Lenders (in addition to
their pro rata shares of New Common Stock, and the New Term Loan). The
Contingent Payment Right shall have the same priority and economic terms as the
Priority Distribution Amount (i.e., approximately $55.5 million principal and
4% uncompounded accruing thereon on the unpaid balance). The Contingent Payment
Rights will be exempt from the registration requirements of the Securities Act
pursuant to section 1145 of the Bankruptcy Code and shall be subject to
appropriate restrictions as to transfer in order to preserve the tax attributes
and securities law status of Reorganized USSP.

4.          The
description of the Equity Ownership in Reorganized Debtors in the Amended
Term Sheet is amended so that the first paragraph in sub-paragraph (a) refers
to 50% of the New Common Stock (after giving effect to the exercise of all
Warrants but before giving effect to the Management Equity Plan) and not 100%
of Class A New Common Stock.

5.          Reference
to 23% of the total number of shares of Class A New Common Stock in
sub-paragraph (a) (ii) (A) is the description of the Equity Ownership in
Reorganized Debtors in the Amended Term Sheet is amended to refer to 11.5% of
the total number of shares of New Common Stock.

6.          The
description of the Equity Ownership in Reorganized Debtors in the Amended
Term Sheet is amended so that the first paragraph in sub-paragraph (b) refers
to 50% of the New Common Stock (instead of 100% of Class B New Common
Stock).

7.          Reference
to 23% of the total number of shares of Class B New Common Stock in
sub-paragraph (a)(ii)(B) is the description of the Equity Ownership in
Reorganized Debtors in the Amended Term Sheet is amended to refer to 11.5% of
the total number of shares of New Common Stock.

8.          The
description of the Equity Issuance in the Amended Term Sheet is amended to
delete Reorganized USSP may not issue and sell any additional shares of Class
A New Common Stock other than upon exercise of the Class A Warrants.

9.          The
description of the Governance in the Amended Term Sheet is amended to provide
that the New Board is required to include only one member of management.

10.          The
description of the Governance in the Amended Term Sheet is further amended to
provide that, for the avoidance of doubt, actions by the Requisite Senior
Lenders shall be deemed effective if taken by a majority in interest of the
Requisite Senior Lenders.

11.          The
description of the Warrants in the Amended Term Sheet is amended to delete
In addition, the Class A Warrants will provide that in the event Reorganized
USSP makes a distribution in respect of the Priority Distribution Amount, each
holder of such Class A Warrant will receive a cash payment equal to the amount
it would have received had it exercised its Class A Warrant immediately prior
to such distribution being made and had owned Class A New Common Stock as the
time such distribution was being made.

12.          The
description of Excess Cash Sweep in the Amended Term Sheet is amended to add
the following clause (vii): amounts reasonably anticipated for working capital
for grain voyages expected during the next succeeding three quarters

13.          The
portion of the Amended Term Sheet setting forth the fees payable by the
Reorganized Debtors is amended to provide that the maximum amount of prepetition
and postpetition fees and expenses of Pillsbury Winthrop Shaw Pittman LLP, counsel
to the chairman of the Steering Committee, payable by the Reorganized Debtors
is increased by $150,000.

14.          The
portion of the Amended Term Sheet setting forth the fees payable by the
Reorganized Debtors is further amended to provide that counsel to the Senior
Secured Lenders and administrative agent in connection with the documentation
of the New Term Loan is authorized to retain maritime counsel and the fees and
expenses of such maritime counsel will be paid by the Debtors without the need
for application to, or approval of, the Bankruptcy Court.

2

---



15.          USSP
shall file a copy of the Second Amendment with the Bankruptcy Court in its
Chapter 11 Case (as such terms are defined in the Agreement) within two (2)
business days of the execution of the Second Amendment.

IN
WITNESS WHEREOF, each of the parties below has caused this Second Amendment to
be executed and delivered by its duly authorized officer.

| |                                                           |     | 
| | --------------------------------------------------------- | --- | 
| | U.S.
 SHIPPING PARTNERS L.P.                             
| | By: US
 Shipping General Partner LLC, its general partner
| |                                                           |    
| | By:                                                       | /s/
| |                                                           |     | 
| | Name: Ronald
 L. OKelley                                
| | Title: Chief
 Executive Officer                          
| |                                                           |    
| | STEERING
 COMMITTEE                                      
| | By: Zimmer
 Lucas Partners, Steering Committee Chair     
| |                                                           |    
| | By:                                                       | /s/
| |                                                           |     | 
| | Name: Devin
 L. Geoghegan                                
| | Title: Partner,
 Director of Research                    

3

---