Exhibit 10.1


February 9, 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 and Forbearance Agreement


Ladies and
Gentlemen:


          Reference
is made to (i) 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”), (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 party thereto (as amended by the Extension
Letter (defined below), the “Amendment”), (iii) the Extension of Waiver
and Fourth Amendment, dated January 21, 2009, among the Administrative Agent,
the Syndication Agent, the Collateral Agent, and the Lenders party thereto (the
“Extension Letter”), and (iv) the Forbearance Agreement, dated as of
December 30, 2008, by and among the Borrowers, the Lenders party thereto, the
Administrative Agent, the Syndication Agent, and the Collateral Agent (the “Forbearance
Agreement”). 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 “February 10,
2009” appearing in the second line thereof and replacing such reference with
“the earlier of (i) February 20, 2009 and (ii) the date on which the
Borrowers make an interest payment in respect of the Senior Notes”; 


	
 

	
 

	
 


	
 

	
(ii)

	
Section 2 of
the Forbearance Agreement is hereby amended by deleting the reference to
“February 10, 2009” appearing in the thirteenth line thereof and replacing
such reference with “the earlier of (i) February 20, 2009 and (ii) the date
on which the Borrowers make an interest payment in respect of the Senior
Notes”; and 


	
 

	
 

	
 


	
 

	
(ii)

	
all other
terms and obligations set forth in the Amendment and the Forbearance
Agreement 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 Lender.


          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]


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          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:





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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





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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





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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

	
 





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