Exhibit 10.1


	
 

	
 


	
 

	
January 21,
 2009





 


Each of the
Borrowers and Loan Parties

     party to the Credit Agreement identified below

c/o U.S. Shipping Partners L.P.

399 Thornall Street

Edison, NJ 08837


Re: Extension
of Waiver and Fourth Amendment


Ladies and
Gentlemen:


          Reference
is made (i) to the Third Amended and Restated Credit Agreement, dated as of August 7,
2006, entered into by and among U.S. Shipping Partners, L.P. (“MLP”),
U.S. Shipping Operating LLC, ITB Baltimore LLC, ITB Groton LLC, ITB Jacksonville
LLC, ITB Mobile LLC, ITB New York LLC, ITB Philadelphia LLC, USS Chartering
LLC, USCS Chemical Chartering LLC, USCS Chemical Pioneer Inc., USCS Charleston
LLC, USCS Charleston Chartering LLC, USCS ATB LLC, USS ATB 1 LLC, USS ATB 2
LLC, USCS Sea Venture LLC, USS M/V Houston LLC, U.S. Shipping Finance Corp.,
USS JV Manager Inc., USS PC Holding Corp., and USS Product Manager LLC
(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 for the Lenders (in such capacity, the “Administrative
Agent”), Lehman Commercial Paper Inc., as the syndication agent for the
Lenders (in such capacity, the “Syndication Agent”), and Keybank
National Association, as collateral agent (in such capacity, the “Collateral
Agent”) for the Secured Parties (as defined therein), as amended to date
(as the same may be further amended, restated, or otherwise modified from time
to time, the “Credit Agreement”) and (ii) the Waiver and Fourth
Amendment to Third Amended and Restated Credit Agreement, dated as of October
20, 2008, among the Borrowers, the Administrative Agent, the Collateral Agent,
the Syndication Agent and the Lenders (the “Amendment”). Any term used
herein and not otherwise defined herein shall have the meaning assigned to such
term in the Credit Agreement.


          The
parties hereby agree that:


	
 

	
 

	
 


	
 

	
(i)

	
Section 12
 of the Amendment is hereby amended by deleting the reference to “January 31,
 2009” appearing in the second line thereof and replacing such reference with
 “February 10, 2009”; and 


	
 

	
 

	
 


	
 

	
(ii)

	
all other
 terms and obligations set forth in the Amendment shall remain in full force
 and effect.












          This
letter agreement (the “Letter Agreement”) shall become effective as of
the date first above written upon receipt by the Administrative Agent of duly
executed counterparts of this Letter Agreement from the Borrowers, the
Administrative Agent, the Letter of Credit Issuer and the Majority Lenders. 


          This
Letter Agreement may be executed by the parties hereto in several counterparts,
each of which shall be an original and all of which shall constitute together
but one and the same agreement. Delivery of an executed counterpart of a
signature page to this Letter Agreement by facsimile shall be effective as
delivery of a manually executed counterpart of this Letter Agreement.


          Nothing
contained in this Letter Agreement shall constitute a waiver of any right,
power or remedy of the Administrative Agent or any Lender under the Credit
Agreement or any other Loan Document. Except to the extent hereby amended,
waived or modified, nothing contained in this Letter Agreement shall constitute
an amendment, modification or waiver of such documents.


          THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Letter Agreement is a Loan
Document executed pursuant to the Credit Agreement and shall be construed and
administered in accordance with all of the terms and provisions of the Credit
Agreement.


[The remainder of this page left blank intentionally]


- 2 -






          This
letter shall be governed by and construed in accordance with the laws of the
State of New York.


	
 

	
 

	
 

	
 


	
 

	
AGENTS AND LENDERS:


	
 

	
 

	
 

	
 


	
 

	
CANADIAN IMPERIAL BANK OF COMMERCE,
 as Administrative Agent and Letter of Credit Issuer


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 

	
 


	
 

	
LEHMAN COMMERCIAL PAPER INC.,
 as Syndication Agent and Lender


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title: 


	
 

	
 

	
 

	
 


	
 

	
KEYBANK NATIONAL ASSOCIATION, as
 Collateral Agent


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
_________________________________________________,


	
 

	
as Lender


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/

	
 


	
 

	
 

	
 

	 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





- 3 -






ACCEPTED AND
AGREED:


	
 

	
 


	
BORROWERS:


	
 

	
 


	
U.S. SHIPPING PARTNERS L.P. 


	
 


	
By:

	
US Shipping
 General Partner LLC,


	
 

	
its General
 Partner


	
 

	
 


	
By:

	
/s/ Ronald L.
 O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 

	
 


	
U.S. SHIPPING OPERATING LLC 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 

	
 


	
ITB BALTIMORE LLC 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 


	
ITB GROTON LLC


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 


	
ITB JACKSONVILLE LLC


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 


	
ITB MOBILE LLC


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer





- 4 -






	
 

	
 


	
ITB NEW YORK LLC


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 


	
ITB PHILADELPHIA LLC


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 


	
USS CHARTERING LLC


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 

	
 


	
USCS CHEMICAL CHARTERING LLC


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 

	
 


	
USCS CHEMICAL PIONEER INC.


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 


	
USCS CHARLESTON CHARTERING LLC 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 


	
USCS CHARLESTON LLC 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer





- 5 -






	
 

	
 


	
USCS ATB LLC 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 


	
USCS ATB 1 LLC 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 


	
USCS ATB 2 LLC 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 


	
USCS SEA VENTURE LLC


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 


	
USS M/V HOUSTON LLC 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 


	
U.S. SHIPPING FINANCE CORP. 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 

	
 


	
USS PRODUCT MANAGER LLC 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer





- 6 -






	
 

	
 


	
USS JV MANAGER INC. 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 


	
USS PC HOLDING CORP. 


	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer





- 7 -






	
 

	
 


	
GUARANTORS:


	
 

	
 


	
USS ATB 3 LLC 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer


	
 

	
 


	
USS ATB 4 LLC 


	
 

	
 


	
By:

	
/s/ Ronald
 L. O’Kelley


	
Name:

	
Ronald L.
 O’Kelley


	
Title:

	
Chief
 Executive Officer





- 8 -