Exhibit 10.1


FORBEARANCE AGREEMENT


          FORBEARANCE
AGREEMENT (this “Agreement”), dated as of
December 30, 2008 (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 further amended by the Second
Amendment to Third Amended and Restated Credit Agreement dated as of April 25,
2007, as further amended by the Third Amendment to Third Amended and Restated
Credit Agreement dated as of June 29, 2007, as further amended by the
Waiver and Fourth Amendment to Third Amended and Restated Credit Agreement
dated as of October 20, 2008 (as so amended and as may be further amended or
otherwise modified, the “Credit Agreement”);







          WHEREAS,
the Borrowers have informed the Lenders, the Letter of Credit Issuer, the
Administrative Agent, the Syndication Agent and the Collateral Agent that they
will fail to (i) make the scheduled principal repayment due in respect of the
Term Loans on December 31, 2008 and (ii) make the payment of some or all of the
interest due in respect of the Loans on December 31, 2008, which will result in
the occurrence of Events of Default under Section 8.1.1 of the Credit Agreement
(the “Prospective Events of Default”);


          WHEREAS,
the Borrowers have requested that the Lenders, the Letter of Credit Issuer, the
Administrative Agent, the Syndication Agent and the Collateral Agent forbear
from exercising certain rights and remedies in respect of the Prospective
Events of Default, and subject to the terms and conditions hereof, and Lenders,
the Letter of Credit Issuer, the Administrative Agent, the Syndication Agent and
the Collateral Agent are willing to agree to such request, but only upon the
terms and conditions set forth herein.


          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 Agreement, each capitalized term used in this
Agreement has the meaning assigned to such term in the Credit Agreement.


          SECTION 2. Forbearance Provisions.
On the terms and subject to the conditions set forth in this Agreement, the
Agents and the Majority Lenders agree to forbear from taking any action or
exercising any right or remedy permitted to be taken or exercised by them under
the Credit Agreement or the other Loan Documents with respect to the
Prospective Events of Default during the period (the “Forbearance Period”)
commencing on the Effective Date (as hereinafter defined) and terminating on
the Termination Date (as hereinafter defined); provided, however,
that such forbearance shall extend only to the Prospective Events of Default
and not to any other Defaults or Events of Default now existing or occurring
after the Effective Date and shall not in any way or manner restrict the Agents
or the Lenders from exercising any rights or remedies they may have with
respect to the Prospective Events of Default from and after the termination or
expiration of the Forbearance Period or with respect to any other Default or
Event of Default at any time. “Termination Date” shall mean the earliest to
occur of any of the following events: (i) 5:00 p.m. (Eastern time) on February
10, 2009; (ii) the occurrence and continuance of an Event of Default other than
the Prospective Events of Default; and (iii) the failure by any Loan Party to
comply with any of the provisions of this Agreement or any other documents or
agreements to be entered into or delivered in connection with this Agreement.
The Forbearance Period shall automatically terminate and expire on the
Termination Date without any requirement for notice to any Loan Party or any
other Person and all rights, remedies and privileges of the Agents and the
Lenders under the Credit Agreement and the other Loan Documents shall be
available to, and capable of exercise by, the Agents and the Lenders.


2







          SECTION 3. Restructuring and Strategic
Alternatives. During the term of this Forbearance Agreement, the Borrowers
shall engage in good faith negotiations with the Administrative Agent and the
Lenders regarding restructuring and strategic alternatives which shall include
a possible sale of the Borrowers. Failure of the Borrower to conduct such good
faith negotiations shall constitute an Event of Default. The Administrative
Agent and the Lenders shall not incur any liabilities or obligations under this
provision.


          SECTION 4. Representations and
Warranties, Etc. To induce the Lenders to enter into this Agreement, 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 Agreement 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)     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;

  
	
   

  	
   

  
	
   

  	
            (b)     the
  execution, delivery and performance of this Agreement has been duly
  authorized by all requisite organizational action on the part of such
  Borrower;

  
	
   

  	
   

  
	
   

  	
            (c)     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

  
	
   

  	
   

  
	
   

  	
            (d)     no
  Default or Event of Default exists under the Credit Agreement or any of the
  other Loan Documents (after giving effect to this Agreement). 

  



          SECTION 5. 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 Agreement and the transactions contemplated thereby and
(b) all of the Obligations under the Credit Agreement and the other Loan
Documents. In furtherance of the foregoing, each Borrower hereby confirms and
acknowledges, as of the date hereof, that it is validly indebted to the
Administrative Agent, the Collateral Agent, the Letter of Credit Issuer, the
Lenders and the Secured Hedge Counterparties for the payment in full of all
Secured Obligations (as defined in the Security Agreements), without defense,
counterclaim, offset, cross-complaint, claim or demand of any kind or nature
whatsoever. Each Guarantor hereby confirms and acknowledges as of the date
hereof that it is validly indebted to the Administrative Agent, the Collateral
Agent, the Letter of Credit Issuer, the Lenders and the Secured Hedge
Counterparties for the payment in full of all Secured Obligations (as defined
in the Security Agreements) which it has guaranteed, without defense,
counterclaim, offset, cross-complaint, claim or demand of any kind or nature whatsoever.



3







          SECTION 6. Limited Purpose. This
Agreement shall be limited precisely as written and shall not be deemed (i) to
be a consent granted pursuant to, or a waiver or modification of, any other
term or condition of the Credit Agreement or any of the instruments or
agreements referred to therein or a waiver of any Default or Event of Default
under the Credit Agreement, whether or not known to the Agents or the Lenders
or (ii) to prejudice any other right or remedies which the Agents or the
Lenders may now have or have in the future under or in connection with the
Credit Agreement or any of the instruments or agreements referred to therein.
Except to the extent hereby waived or modified, the Credit Agreement and each
of the other Loan Documents shall continue in full force in accordance with the
provisions thereof on the date hereof. 


          SECTION 7. Release. Each of the
Borrowers and each of the Guarantors, on its own behalf, and on behalf of its
successors and assigns, hereby releases, waives and forever discharges the
Administrative Agent, the Collateral Agent, the Letter of Credit Issuer, the
Lenders and the Secured Hedge Counterparties and all of their officers,
directors, employees and agents from any and all actions, causes of action,
debts, dues, claims, demands, liabilities and obligations of every kind and
nature, both in law and equity, known or unknown, whether matured or unmatured,
absolute or contingent arising from the beginning of the world through the date
hereof with respect to this Agreement, the Credit Agreement, the other Loan
Documents and the transactions contemplated thereby.


          SECTION 8. Effectiveness. This
Agreement shall become effective as of the Effective Date when all of the
conditions set forth in this Section have been satisfied. 


	
   

  	
   

  
	
   

  	
            (a)     The
  Administrative Agent shall have received duly executed counterparts of this
  Agreement from the Borrowers, the Administrative Agent, the Letter of Credit
  Issuer and the Majority Lenders; and

  
	
   

  	
   

  
	
   

  	
            (b)     The
  Administrative Agent shall have received all reasonable fees, costs and
  expenses incurred in connection with the negotiation, preparation, execution
  and delivery of this Agreement and related documents, including all
  reasonable fees and disbursements of counsel to the Administrative Agent. The
  Borrowers hereby acknowledge and agree that the fees and expenses set forth
  in this Section shall be paid upon the Borrowers’ execution of this Agreement
  and are not refundable for any reason. 

  



          SECTION 9. Governing Law; Severability;
Entire Agreement. THIS AGREEMENT SHALL 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 Agreement 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 Agreement or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction. This Agreement 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. 


4







          SECTION 10. Costs and Expenses. Each
of the Borrowers agrees that its obligations set forth in Section 10.3 of the
Credit Agreement shall extend to the preparation, execution and delivery of
this Agreement (whether or not this Agreement becomes effective).


          SECTION 11. Execution in Counterparts.
This Agreement 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 Agreement 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 Agreement, 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 Agreement; (b) the execution, delivery and effectiveness
of this Agreement 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 Agreement
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 Agreement.


[Remainder of Page Left Intentionally Blank]


5







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


	
   

  	
   

  	
   

  
	
   

  	
  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

  



6







	
   

  	
   

  	
   

  
	
   

  	
  ITB MOBILE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ronald
  L. O’Kelley

  
	
   

  	
   

  	
  



  
	
   

  	
  Name:

  	
  Ronald L.
  O’Kelley

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



7







	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



8







	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  



9







	
   

  	
   

  	
   

  
	
  Acknowledged
  and Agreed:

  	
   

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  



10







	
   

  	
   

  	
   

  
	
  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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