EXHIBIT 10.3


AMENDMENT NO. 3


TO


ARTICULATED TUG BARGE BUILDING AGREEMENT


FOR HULL NO. 046


          AMENDMENT No. 3 made as of this 8th day of November, 2005 to that certain Articulated Tug Barge Agreement dated August 7, 2004, Contract No. 046 (the “Agreement”), as amended by letter agreements dated August 7, 2004 (Agreement Amendment No. 1) and September 29, 2004 (Agreement Amendment No. 2) respectively, by and between Southeastern New England Shipbuilding Corporation, d/b/a SENESCO Marine, a Delaware corporation with its principal place of business at 10 MacNaught Street, North Kingstown, Rhode Island 02852 (“SENESCO”) and USCS ATB LLC, a New Jersey limited liability company with its principal place of business c/o USS Vessel Management, Inc., PO Box 2945, Edison, New Jersey, 08818-2945 (“Buyer”).


W I T N E S S E T H:


          WHEREAS, SENESCO and the Buyer have entered into the Agreement providing for the construction by SENESCO for the Buyer of an Articulated Tug Barge, designated as Hull No. 046, with a capacity of 140,000 BBL (at 98 percent) ABS Class A1 (E) Chemical Petroleum Barge with a guaranteed deadweight of 19,999 LT, bearing Hull No. 046 (the “ATB”);


          WHEREAS, SENESCO and the Buyer wish to further amend the Agreement as hereinafter set forth.


          NOW, THEREFORE, it is hereby agreed between SENESCO and the BUYER, as follows:



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1.
  	
  
The Summary   of Terms is hereby amended, as follows:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
a.
  	
  
In Section   4, after “This Agreement,” there shall be added: “as modified by Agreement   Amendments Nos. 1 and 2 and this Amendment No. 3. (hereinafter, the   “Agreement”).”
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
b.
  	
  
In Section   6, the Delivery Date of March 1, 2006 is hereby changed to November 30, 2006.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
c.
  	
  
Section 7 is   hereby amended to read:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Total Project   Cost:    $51,636,619 made up of a barge unit (the “Barge”) and pusher tug (the   “Tug” or “Pusher Tug”) of $44,672,690 and Buyer Furnished Equipment of   $6,963,929, as adjusted for changes.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Purchase   Price:    $44,672,690 (the “Amended Purchase Price”
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Total   Project Cost net of Buyer Furnished Equipment and Services, as adjusted   (“Buyer Furnished Equipment” or “BFE&S”).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
Progress   Payments to be made in accordance with Milestone Payment Schedule, as amended   (the “Amended Milestone Payment Schedule”) (Appendix 3a attached hereto for   Barge and Tug).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Production   to be accomplished in accordance with Production Schedule, as amended (the   “Amended Production Schedule”) (Appendix 3b attached hereto).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
d.
  	
  
Section 9 is   hereby amended to read “Amended Barge Letter of Credit (Appendix 4a) and   Amended Tug Letter of Credit (Appendix 8a), the forms of which are   attached hereto.”
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
e.
  	
  
Section 11   is hereby amended to read:
  





	
  
 
  	
  
Barge:
  	
  
Quonset   Point, Rhode Island,
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Bridgeport,   Connecticut
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Sparrows   Point, Maryland
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Tug:
  	
  
Quonset   Point, Rhode Island
  




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f.
  	
  
Section 15   is hereby amended to read:
  
	

  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Notifications   to SENESCO:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Mr.   Frederick G. Frost, III
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Acting Chief   Executive Officer
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
SENESCO
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
10 MacNaught   Street
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
North   Kingstown, RI 02852
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Tel:      (401)   295-0373
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Fax:     (401)   294-4140
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Email:  ffrost@SenescoMarine.com
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
g.
  	
  
Section 16   is hereby amended to read:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Description   of ATB & Classification Requirements (Appendix 5)
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
Amended   Milestone Acceptance (Appendix 6a)
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
ATB (Tug   & Barge) Certification (Appendix 7)
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
BFE&S   Insurance (Appendix 9)
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Construction   Transfer Insurance (Appendix 10)
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Major Costs   of Construction Transfer (Appendix 11)
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
Appendices   6a, 9, 10, and 11 are attached hereto.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.
  	
  
Article   1.c.(i) is hereby amended to read:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
This   Agreement including any amendments;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
3.
  	
  
Article I(e)   is hereby amended to read:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Place of   Construction.    The Barge unit has been and will continue to be constructed by SENESCO   at its shipyard located in Quonset Point, Rhode Island (the “SENESCO   Shipyard”) to the extent technically reasonable, including panel lines, until   such time as SENESCO shall commence the transfer of the Barge sections and   components and BFE&S (the “Construction Transfer”) to the former 
  



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Baltimore   Marine Industries shipyard at Sparrows Point, Maryland (“Sparrows Point”) for   completion of the Barge (the “Construction Transfer Date”); provided,   however, that the bow assembly (“Bow Assembly”) of the Barge shall continue   to be constructed by Derecktor Shipyards Conn. LLC (“Derecktor”) at   Derecktor’s facility in Bridgeport, Conn., and upon completion of the Bow   Assembly, it shall be transported to Sparrows Point for joining with the   balance of the sections of the Barge, all within the Purchase Price and at   the sole risk, cost, and expense of SENESCO.    The Tug will continue to be built at Quonset Point, Rhode Island.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
SENESCO may   subcontract painting of the Barge, which work, to the extent underway, will   be performed at the SENESCO Shipyard until the completion of the Construction   Transfer and then at Sparrows Point.    Other than the above, and except as to subcontracts pertaining to the   Construction Transfer, SENESCO may not enter into subcontracts in excess of   $100,000 aggregate per subcontractor without submission of the form of each   such sub-contract to Buyer and prompt receipt (i.e., within five (5) U.S.   business days of SENESCO’s submission) of Buyer’s written consent, which   shall not be unreasonably withheld.    When circumstances so require and justify, Buyer shall provide or   withhold its consent within one (1) business day of submission.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
4.
  	
  
In Article   I(f), is hereby amended to read:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
BFE&S.  SENESCO will provide, at the SENESCO   Shipyard and at Sparrows Point, clean, dry and protected storage and   appropriate insurance for BFE&S (Appendix 9) from the time of receipt   thereof until time of actual installation in the ATB’s hull and SENESCO will   provide foundations, power wiring, installation services, all labor,   materials, equipment and services to install and test all equipment (Buyer   and SENESCO supplied) in accordance with the Agreement, as amended.  (If required by the manufacturer, SENESCO   will maintain any BFE&S prior to delivery of the ATB).  BFE&S for the Tug shall be timely   delivered by Buyer to Quonset Point, and BFE&S for the Barge will be   timely delivered to SENESCO Shipyard prior to the Construction Transfer Date   and after such date to Sparrows Point.    Buyer shall not make any substitutions or changes in the BFE&S   without
  



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SENESCO’s   consent, which consent shall not be unreasonably withheld.  The Tug, upon completion at SENESCO   Shipyard, shall be timely delivered to Sparrows Point for sea trials with the   Barge unit at the sole cost, risk, and expense of SENESCO.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.
  	
  
Article I(i)   is hereby amended to read:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
To secure   its obligations to build the ATB hereunder, SENESCO shall, on such terms,   conditions and amounts satisfactory to the Buyer and customary in   transactions of this type and size, purchase and furnish two amended   irrevocable standby Letters of Credit (“Amended Letters of Credit”).  One Amended Letter of Credit will apply to   the construction of the Barge, and be in the amount of $15,000,000 (Fifteen   Million Dollars) issued by the Bank of America (the “Amended Barge Letter of   Credit”) in the form annexed hereto as Appendix 4a.  The second Amended Letter of Credit will   apply to the construction of the Tug, and be in the amount of $3,000,000 (Three   Million Dollars) issued by the Bank of America (the “Amended Tug Letter of   Credit”) in the form annexed hereto as Appendix 8a.  Each Amended Letter of Credit will be   issued by the Bank of America as security for the faithful performance of
this Agreement.  The Amended Barge   Letter of Credit will be limited to the following three draw events (“Barge   Draw Events”):
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
(i) the   payment of any and all liquidated damages as provided in Article IV(b)   hereof;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(ii) the   payment of all costs incurred by Buyer to complete the construction of the   ATB at SENESCO or Sparrows Point or a facility other than such facilities;   and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(iii) receipt   of notice that the issuing bank as of the fifteenth day prior to the expiry   of the Amended Barge Letter of Credit has elected not to renew the Amended   Barge Letter of Credit and SENESCO or Applicant, as named in the Letter of   Credit, has not delivered a replacement Amended Barge Letter of Credit as set   forth in Appendix 4a.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
The Amended   Tug Letter of Credit shall be limited to the following two draw events (“Tug   Draw Events”):
  




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(i) payment   of additional costs occasioned by completion of the Tug at SENESCO, or at a   facility other than SENESCO, and also for the payment to all persons   performing labor on the Tug pursuant to this Agreement and furnishing   materials in connection therewith and excepting costs related to Buyer   Furnished Equipment (other than installation, packing and shipping to another   facility to complete the Tug); and
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(ii) receipt   of notice that the issuing bank as of the fifteenth day prior to the expiry   of such has elected not to renew the Amended Tug Letter of Credit and SENESCO   or Applicant, as named in the letter of credit, has not delivered a   replacement letter of credit as set forth in Appendix 8a.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
The costs   for the Amended Barge Letter of Credit and the Amended Tug Letter of Credit   shall be solely for Buyer’s account and expense (it being understood that if   Buyer draws upon either or both letters of credit it is not responsible for   paying such amounts to the bank) and the Amended Barge Letter of Credit and   Amended Tug Letter of Credit shall expire upon acceptance and transfer of   title of the ATB.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
SENESCO   acknowledges that the Amended Barge Letter of Credit and Amended Tug Letter   of Credit will be assigned to lender for Buyer and Guarantor.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
In the event   Buyer draws upon either the Amended Barge Letter of Credit or Amended Tug   Letter of Credit because the issuing bank has provided notice that either or   both will expire without replacement, Buyer shall deposit all proceeds   therefrom in an interest bearing escrow account with one of its lenders and   no funds may be taken therefrom except to the extent SENESCO defaults and   Buyer incurs additional costs to complete the ATB as described above and in   addition, but with respect to proceeds from the Amended Barge Letter of   Credit only, for payment of liquidated damages under Article IV(b) of this   Agreement.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Upon   acceptance and delivery of the completed Barge and all of “Builder’s   Property” (as hereinafter defined) to Buyer, in accordance with the Agreement   and applicable laws and regulations, or the confirmation by the United States   District Court for the Southern District of New York of an arbitration award,   if any, or in the event of 
  




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SENESCO’s   default, or the completion of the Barge at Sparrows Point or any other   facility, whichever is later, Buyer shall forthwith pay over to Malcolm G.   Chace  or any other applicant for the   Amended Barge Letter of Credit, all proceeds drawn upon under the Amended   Barge Letter of Credit in excess of those to which Buyer shall be or shall   have been entitled by reason of any or all of Barge Draw Events (i) through   (ii).
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Upon   delivery of the completed Tug to Buyer in accordance with the Agreement and   applicable laws and regulations, or the confirmation by the United States   District Court for the Southern District of New York of an arbitration award,   if any, or in the event of default by SENESCO with respect to the completion   of the Tug at SENESCO, Derecktor or at another facility, Buyer shall   forthwith pay over to Malcolm G. Chace all proceeds drawn upon the Tug Letter   of Credit, in excess of those to which Buyer shall be or shall have been   entitled by reason of Tug Draw Event (i).    Malcolm G. Chace shall be a third party beneficiary of this covenant   by Buyer and shall be entitled to enforce his rights directly against Buyer   hereunder.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
All   references in the Agreement to “Fleet Bank/Bank of America” shall in the case   of the Amended Barge Letter of Credit and the Amended Tug Letter of Credit   referred to herein shall be deemed to refer to the Bank of America or any   successor.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
6.
  	
  
Article   II(a) is hereby amended to read:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Amended   Purchase Price.  The Buyer shall pay   the sum of $44,672,690 (Forty-Four Million Six Hundred Seventy-Two Thousand   Six Hundred Ninety Dollars) as the Amended Purchase Price to SENESCO for the   design and construction of the Barge and the Tug and in consideration of   SENESCO’s installation of BFE&S.    The estimated cost of BFE&S is $6,963,929.00 (Six Million Nine   Hundred Sixty-Three Thousand Nine Hundred Twenty Dollars), as adjusted.  The Total Project Cost for the Barge, the   Tug and the BFE&S is accordingly $51,636,619 (Fifty-One Million Six   Hundred Thirty-Six Thousand Six Hundred Nineteen Dollars).
  



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7.
  	
  
The first   sentence of Article II(b) is hereby amended to read:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Buyer will   pay SENESCO the Amended Purchase Price in accordance with the Amended   Milestone Payment Schedule included as Appendix 3a which shall incorporate,   among other things: (a) additional Milestone Payments of $7,000,000   (Seven Million Dollars) to reflect the Amended Purchase Price.  All such additional Milestone Payments   shall be deemed part of the Amended Purchase Price as provided in   Article II(a) hereof and Section 7 of the Summary of Terms, as   amended, and shall not be treated as Change Orders for purposes of the   application Article II (k) hereof.  If   at the time of the submission of the Amended Milestone Acceptance for   Undocking as set forth in the Amended Milestone Payment Schedule (Appendix   3a), any production task shall not have been completed in the way of any of   the integrity of the structural steel, the internals and deck steelwork and   the application of all coatings (an “Uncompleted
Task”), Buyer shall be   entitled to withhold such Milestone Payment, as set forth in Appendix 3a,   until such Uncompleted Task shall have been completed in accordance with this   Agreement.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
8.
  	
  
Article   II(e) of the Agreement is amended to add the following:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
In arriving   at their agreement to increase the Purchase Price by $7,000,000 (Seven   Million Dollars) in this Amendment No. 3, Buyer has represented that the   painting required by the Agreement and the Scope Documents (the “Paint Work”)   for the Barge can be performed for $3,198,950 (Three Million One Hundred   Ninety-Eight Thousand Nine Hundred Fifty Dollars).  In the event SENESCO is unable to renegotiate its agreement   with its prospective subcontractor to perform the Paint Work for a price not   exceeding the $3,198,950, Buyer shall provide a separate Paint Subcontractor   (the “Buyer Designated Paint Subcontractor”) and shall guarantee the   performance and the price of Paint Work by the Buyer Designated Paint   Subcontractor in accordance with  the   Amended Production Schedule and SENESCO shall contract with the Buyer   Designated Paint Subcontractor to perform the Paint Work.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
If the Buyer   Designated Paint Subcontractor shall fail to perform the Paint Work for   $3,198,950 and/or the Paint Work shall fail to conform to the Agreement and   Scope Documents for Paint Work, Buyer shall be responsible to 
  




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pay SENESCO   the difference between $3,198,950 and the cost of completion of the Paint   Work and shall be subrogated to all rights of SENESCO with respect to the   enforcement of its rights under its subcontract with the Buyer Designated   Paint Contractor in the name and stead of SENESCO.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
For the   avoidance of doubt, the Scope Documents shall be deemed to provide in respect   of Section 8 of the Specifications for the Barge, COATINGS AND MARKINGS   and the Material Protection Plan, Change Order #046-02 that:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
a)
  	
  
Sherwin   Williams will be the paint supplier for all tanks and surface areas except   the cargo tanks;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
b)
  	
  
ICI will be   the paint supplier for the cargo tanks; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
c)
  	
  
The paint   shall be applied using staging.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
9.
  	
  
Article   II(i) is hereby amended to add the following:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
SENESCO and   Buyer agree that all references in this Agreement, as amended, to “Sparrows   Point” shall mean that certain shipyard now owned by SPS Limited Partnership   LLLP and operated by BWI Sparrows Point LLC.    SENESCO undertakes and warrants that Sparrows Point is located in a   Foreign Trade Zone, i.e., FTZ #74A.    In the event that Sparrows Point for any reason lacks such designation,   SENESCO agrees to hold harmless, indemnify and/or reimburse Buyer for any and   all sales, use or other taxes, or Customs duties or government imposts of any   kind applicable to the Tug and/or the Barge and/or BFE&S by reason of the   absence of any Foreign Trade Zone benefits.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.
  	
  
Article II(k)   of the Agreement is amended to add the following paragraph:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
None of the   changes provided by this Amendment No. 3, including the increase of   $7,000,000 (Seven Million Dollars) to comprise the Amended Purchase Price, or   any of the new milestones added to Appendix 3 to comprise Appendix 3a shall   be deemed to be a Change Order for purposes of the application of this   Article II(k).
  



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11.
  	
  
Article   III(a) of the Agreement is hereby amended to add the   following:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Prior to the   date of this Amendment No. 3, SENESCO shall have furnished Buyer with the   form of proposed agreement with Sparrows Point and the execution of this   Amendment No. 3 shall be deemed to signify Buyer’s approval thereof.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
Within   thirty (30) days after the Construction Transfer Date, SENESCO will obtain   the written waiver or release of lien or consent of any and all lienholders,   mortgagees, subcontractors, and materialmen, having in the aggregate   individual contracts or liens of any kind in the amount of $100,000 or more   to the Construction Transfer and the dispatch of the Tug to Sparrows Point   for purposes of sea trials.  The   written waiver of lien or consent shall be in form reasonably satisfactory to   Buyer’s counsel.  SENESCO will further   perform any acts reasonably requested by Buyer and execute any and all   documents required to record Buyer’s lien encumbering the ATB, including   BFE&S, in the State of Rhode Island and Town of North Kingston, Rhode   Island; the State of Maryland and City of Baltimore; and the State of Delaware   and County of Kent; and SENESCO hereby authorizes Buyer to file any and all   documents, instruments, and
writings necessary or desirable for Buyer to   perfect such lien.  In the event that   any lienholders, mortgagees, subcontractors, and materialmen having a secured   interest in the “Work in Progress,” as hereinafter defined, (collectively, a   “lienholder”) shall refuse to release its lien or consent to the Construction   Transfer, Buyer shall have the right to apply any Milestone Payment or a   portion thereof to satisfy or bond the claim of such lienholder.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
12.
  	
  
Article   III(b) is hereby amended to provide for delivery of   the ATB to Buyer at Sparrows Point, as follows:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
SENESCO   warrants that Sparrows Point has sufficient water depth to assure access in a   fully laden condition of the ATB to navigable waters in the open sea.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
13.
  	
  
Article   III(d) is hereby amended to add in the fifth line   after “any” the word “remaining.”
  



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14.
  	
  
Article   IV(a).  The   Delivery Date is hereby amended to November 30, 2006.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
15.
  	
  
Article   IV(b) is hereby amended to read:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
Liquidated   Damages.  In   case of any delay in delivery of the ATB and said delay is not excused or   relieved under provision of this Agreement, as amended, SENESCO agrees to pay   Buyer from the Amended Barge Letter of Credit as liquidated damages   (“Liquidated Damages”) for delay of delivery at the following rate: $30,000   (Thirty Thousand Dollars) per day for each of the first sixty six (66)   calendar days of unexcused or unrelieved delay to a maximum of $1,980,000   (One Million Nine Hundred Eighty Thousand Dollars).  At any time, Buyer may draw from the Amended Barge Letter of   Credit for any amount of Liquidated Damages then due and owing.  Thereafter, Buyer shall be entitled to   draw on the Amended Barge Letter of Credit for the aggregate of all costs   incurred by Buyer to complete the construction of the ATB at SENESCO or   Sparrows Point or a facility other than such facilities in accordance with   the plans and
specifications accepted by the parties.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
16.
  	
  
The first   sentence of Article IV(c) is amended to read as follows:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
c.  Permissible Delay.  Notwithstanding the Delivery Date, SENESCO   shall not be liable for any default hereunder or delay in the construction of   the ATB, or the performance of the terms, covenants and conditions on its   part to be performed hereunder, if such default, delay or non-performance are   caused by or are due to any occurrence or contingency beyond SENESCO’s   control or are caused by the delay or default or non-performance of any   supplier or manufacturer, other than the Tug manufacturer, with whom SENESCO   may contract to furnish and/or deliver any materials, equipment, machinery or   labor necessary in the construction of the ATB (provided that SENESCO has   ordered such materials, equipment, machinery or labor in a timely manner),   including force majeure, wars, sabotage, bombing, fires, strikes, riots,   floods, insurrection, earthquakes, Acts of God, weather severe enough to make   impracticable the use of temporary
shelters to allow outside welding or   painting, hurricanes, delays in transportation, adverse weather conditions   which preclude the conducting 
  



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of sea   trials as described in Article III f., delays by Buyer in granting its   approval for the Construction Transfer to Sparrows Point beyond November 4,   2005, delays which are the consequence of SENESCO’s exercising of its rights   under Article VIII (b), loss of utilities, blockades, embargoes, terrorism   acts, demands or requirements of the United States Government or any State or   political subdivision thereof, or occasioned by command, restraint,   condemnation or acquisition by the United States Government or any political   subdivision thereof; provided, however, that as soon as any such cause is   removed and no longer exists, except as may be herein otherwise set forth,   SENESCO shall thereupon continue, carry on and perform the covenants,   conditions of this Agreement on SENESCO’s part to be performed.  SENESCO shall promptly notify Buyer in   writing within two (2) business days of the occurrence of any event of force   majeure
together with a good faith estimate of the possible delay.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
17.
  	
  
Article   IV(d) is hereby deleted in its entirety.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
18.
  	
  
Article V(a)   is hereby amended to add in the second line after “SENESCO Shipyard,”   “Sparrows Point and Derecktor.”
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
After the   last sentence in said Article, the following shall be added:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Notwithstanding   anything herein to the contrary, in the event that the Inspector shall be in   attendance at the SENESCO Shipyard or Sparrows Point or Derecktor and the   Inspector, upon reasonable inquiry, to the SENESCO office at such location is   able to ascertain that the SENESCO Project Manager is available to confer at   such location in the ensuing four (4) hours on any business day, the   Inspector and the Project Manager shall confer as to any alleged   nonconformity, and if they are unable to resolve the matter of the   nonconformity at such meeting, either the Inspector or the SENESCO Project   Manager shall request a further meeting not later than two (2) business days   following their initial meeting, and the Inspector shall furnish to the   Project Manager at that time a written notice of nonconformity as hereinabove   provided.
  




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19.
  	
  
In Article   VII(a)(i), the following shall be added to the end of the subparagraph:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
SENESCO   shall not be responsible for any failure of the ATB to meet her guaranteed   speed and consumption performance warranties if such failure results from the   application of ABS safe hull requirements.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
20.
  	
  
In Article   VII(b)(iii), the following shall be added at the end of the paragraph:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
The term   “Shipyard” shall mean SENESCO’s Rhode Island facility and/or Sparrows Point   and/or Derecktor and there shall be no requirement, unless agreed by the   parties for technical reasons, that both the Tug and the Barge shall each be   taken to the same facility until sea trials.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
21.
  	
  
In Article   VIII(a)(viii), the period of stopped work shall be amended to ten (10)   business days in lieu of twenty-one (21) business days, provided, however,   work stopped as a consequence of the Construction Transfer, or for the two   week Christmas facility closing will not constitute a default.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
22.
  	
  
In Article   VIII(a) the following shall be added to the end of the subparagraph:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
In the event   that Buyer elects to arrange for completion of the construction of the ATB,   the Buyer shall endeavor to cause the completion of the construction of the   ATB to be effected in a cost effective and cost efficient manner consistent   with the drawings and specifications accepted by the parties, provided that   nothing herein shall limit or restrict the Buyer’s right to draw from time to   time under the Amended Barge Letter of Credit or the Amended Tug Letter of   Credit, as the case may be, applicable to each vessel, to reimburse the Buyer   for all costs incurred by the Buyer to complete such construction.  To facilitate completion and to mitigate   damages, SENESCO shall transfer, convey and assign (collectively the   “Transfers”) to the Buyer all subcontracts, SENESCO provided materials,   components, equipment and Builder’s Property and all agreements for use of   Sparrows Point (“Work in Progress”). 
In the event that the Work in Progress shall be subject to other   liens, encumbrances or other restrictions on transfers or assignments not   previously dealt with herein (“Restrictive Rights”), SENESCO shall provide   any written consents or other documentation required from the beneficiaries   of the Restrictive Rights to effect such Transfers.
  



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23.
  	
  
Article   XI(g) is hereby amended to read:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(i) Ownership   and use of Software, Drawings and Models.  In consideration of the Amended Purchase Price, within thirty   (30) days of the payment of that portion of the Amended Purchase Price due on   execution of this Amendment No. 3, all plans, specifications and   drawings of any kind, including detailed construction drawings, model basin   results and data, all modifications to the original lines plan and   appurtenances to enable the ATB to achieve its Guaranteed Speed, all   ownership or license rights in any models at Hamburg, Germany or elsewhere,   all correspondence, technology and licenses related thereto and all software,   including the N.C. software, whether in hard copy or electronic format to the   extent then completed, partially completed, in development or as and when   developed or completed, (collectively, “Builder’s Property”) shall be   conveyed by SENESCO to Buyer, together with all ownership,
copyright and/or   license rights in such Builder’s Property.    SENESCO shall retain copies or duplicate originals of all of Builder’s   Property sufficient to complete and deliver the ATB.  SENESCO shall convey, deliver and transfer   to Buyer all of SENESCO’ right, title, and interest by way of copyright,   license or other reserved rights or by way of contract, common law or   statutory law.  SENESCO shall authorize   Buyer to correspond directly with the model basin entity in Hamburg,   Germany.  Upon conveyance of the   Builder’s Property to Buyer, Buyer shall have full and exclusive use of   Builder’s Property to build the ATB or for any other reason, subject,   however, to any retained royalty rights of the naval architect.  In the event that Builder’s Property shall   be subject to a license from any third party licensor, Buyer shall pay and/or   indemnify SENESCO for any and all license fees and royalties applicable to   Buyer’s use
and Buyer shall have the right to negotiate exclusively with such   third party licensor to secure a novation or assignment of such license, and   SENESCO shall cooperate fully in such regard and shall first have paid any   license fees applicable thereto.    Following the acceptance and delivery of the ATB, Buyer, subject to   the consent of any third party licensor, shall have the exclusive use of all   the Builder’s Property for any reason including but not limited to the   modification of the ATB or the design or construction of other vessels.
  



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SENESCO   shall warrant that at the time of acceptance and delivery of the ATB, SENESCO   shall have paid all third party providers of Builder’s Property.  If SENESCO shall be unable to warrant   same, or Buyer otherwise determines that such providers have not been paid   for their services, Buyer shall be entitled to make such payment and either,   at Buyer’s sole option, withhold such amounts from the final installment of   the Purchase Price and/or to draw upon the Amended Barge Letter of Credit as   a Barge Draw Event (ii) or upon the Amended Tug Letter of Credit as a   Tug Draw Event (i) for the amount required to satisfy SENESCO’s   obligation under this provision which obligation shall be deemed a cost of   completing the ATB.  SENESCO shall be   entitled, however, to retain one (1) record set of Builder’s Property in   electronic format or hard copy and all copies of the Instruments of Service   to be utilized by
SENESCO solely for purposes of warranty work and any post   delivery and acceptance work for which Buyer may contract with SENESCO.  No consent of SENESCO shall be required by   SENESCO for Buyer’s use of Builder’s Property.  Submittal or distribution of Builder’s Property to meet   official regulatory requirements shall not be deemed to contravene this   provision.  In the event of a SENESCO   Default resulting in the termination of this Agreement, as amended, Buyer   shall be entitled to an exclusive license to employ Builder’s Property to   complete the ATB and SENESCO hereby grants Buyer a security interest in all   of its rights, title and interest in the Builder’s Property and the ATB to   the extent of the Milestone Payments made, and SENESCO hereby authorizes   Buyer to file any and all documents, instruments, and writings necessary or   desirable for Buyer to perfect such security interest.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
SENESCO   shall not be responsible for the application of Builder’s Property to any   other vessel constructed on the basis of Builder’s Property, and Buyer shall   defend, hold harmless and indemnify SENESCO from any and all applications by   Buyer of Builder’s Property with respect to any vessel other than Hull   No. 046.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(ii) SENESCO   and Buyer agree and acknowledge that, with the transfer of the remaining   construction work from SENESCO’s Shipyard in Quonset Point to Sparrows Point,   SENESCO will not be able to construct Barge Hull No. 047 for which Buyer   has lodged a $1,000,000 (One Million Dollars) berth deposit with SENESCO (the   “Berth 
  



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Deposit”)   and that the cost of the Construction Transfer is greater than originally   estimated.  Accordingly, it is agreed   that the entire Berth Deposit shall be applied to the Purchase Price as a   component of the Amended Purchase Price and shall be applied as a credit to   the Milestone Payments as provided in Appendix 3a hereto.  In consideration thereof, SENESCO hereby   grants Buyer audit rights as to all accounting and expenditures incurred by   SENESCO for the tugboat, barges and cranes (the “Major Costs”) required for   the Construction Transfer.  The Major   Costs are set out herein in Appendix 11.  If the Major Costs are less than the amounts originally advised   by SENESCO to Buyer, SENESCO will provide a credit, to Buyer to such extent,   against the Amended Purchase Price.    If the Major Costs are greater, as a result of Owner’s failure to   authorize SENESCO by November 4, 2005 to
transfer the construction work   to Sparrows Point, Buyer shall increase the Amended Purchase Price to include   that additional amount and pay SENESCO such amount with the next milestone   payment.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
24.
  	
  
Article   XI(h) is hereby amended to read:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Construction   Transfer.    The Tug shall continue to be constructed at Quonset Point and the Bow   Assembly at Derecktor.  Upon providing   Buyer five (5) business days’ notice but not later than five (5) calendar   days after Buyer shall have given notice that this Amendment No. 3 is   effective, SENESCO shall commence  the   Construction Transfer for all sections of the Barge by then fabricated at Quonset   Point, and all steel at the SENESCO shipyard or any SENESCO subcontractor   locations or storage points for the BFE&S purchased for the construction   of the Barge, and all fittings, equipment, and appurtenances of the Barge,   including but not limited to BFE&S to be shipped to Sparrows Point, at which   place SENESCO shall continue construction of the Barge employing the services   of subcontractors subject to approval by the Buyer and certified for welding   operations by the ABS and approved by the USCG, if
required.  All transport of “Work in Progress” (as   hereinafter defined) and BFE&S from SENESCO’s or its subcontractor’s   locations shall be at SENESCO’s sole risk, cost and expense and shall be   accomplished by appropriate means, i.e. by water, rail or truck with due   regard to the risks of weather and to avoid damage during transit.  Prior to transit, SENESCO shall 
  



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properly   prepare the Work in Progress and BFE&S in a manner appropriate to the   means of transportation selected, including but not limited to the   installation of padeyes on the components of the Barge and other devices, as   necessary, to permit the safe loading and unloading of the Work in Progress   and the BFE&S.  To the extent   feasible BFE&S shall be transported by truck or rail and shall be   appropriately protected while in transit.    All costs of the Construction Transfer are included in the Amended   Purchase Price.  With its notice of   intent to commence the Construction Transfer,  SENESCO shall provide a list of all subcontractors for   subcontracts in excess of $100,000 in the aggregate as to each such   subcontractor to be engaged by SENESCO to complete the construction of the   Barge at Sparrows Point.  Buyer shall   have five (5) days after the receipt of such list to consent in writing to   each
subcontractor, which consent shall not be unreasonably withheld. When   circumstances so require and justify, Buyer shall have one (1) business day   to provide or withhold its consent. Copies of all such proposed subcontracts   shall be furnished with each such notice, if reasonably requested by   Buyer.  If Buyer fails to consent and   such rejection is not unreasonable, SENESCO shall propose alternate   subcontractors.  At all times while   continuing work on the Barge, the transport of Barge components to Sparrows   Point and the continuation of construction of the Barge at Sparrows Point,   SENESCO shall remain the prime contractor and responsible in all respects for   the assembly, loading and unloading of the Barge components, the transport of   the Barge components to Sparrows Point, and the continued construction of the   Barge until the Barge is delivered to and accepted by the Buyer on the   Delivery Date in accordance with this Agreement, as amended.  SENESCO shall, to the
extent technically   reasonable, continue to perform work with its own or contracted employees at   the SENESCO Shipyard or Sparrows Point Shipyard during the period of the   Construction Transfer.  SENESCO   undertakes that at all times until the Tug and Barge are delivered to and   accepted by Buyer, SENESCO shall assign senior managers (“Senior Managers”)   to supervise and manage the construction of the Tug and Barge at SENESCO’s   Shipyard, Sparrows Point, and subcontractor’s locations and that such Senior   Managers shall attend such locations and shall devote such diligence, time,   effort and attention to the construction of the ATB as required by “good   shipping practice.”  The assignment of   such Senior Managers shall be subject to Buyer’s approval which approval   shall be made promptly and not be unreasonably withheld.
  



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SENESCO   shall be responsible throughout and until the delivery and acceptance of the   ATB to procure, provide, and maintain in effect all policies of insurance set   out in Article VI(b) of this Agreement and to secure at SENESCO’s sole   expense, all amendments, endorsements, and modifications necessary to insure   the Barge, its components and the BFE&S at the SENESCO shipyard,   subcontractor shipyards and any other storage locations and during transport   to Sparrows Point and during construction at Sparrows Point on the same terms   and conditions and with the same limits as if the Barge were to be completed   at the SENESCO Shipyard, except for the following:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
Without   limiting any provision of this Agreement as to insurance as hereinabove   provided, SENESCO shall provide insurance on such terms and conditions equal   or equivalent to the Builder’s risk policy maintained by SENESCO for the   Barge together with Charterers’ Liability and/or any other appropriate   insurance covering the means of transport of the Barge components and   BFE&S, including protection and indemnity cover for wreck removal,   collision and any similar liability, including if any of the Barge components   shall have been damaged and/or lost overboard aboard the carrying vessel or   any carrying vessel shall sink, and any loss or damage occurring during   loading, transport and discharge by truck or rail.  Prior to the Construction Transfer, SENESCO shall provide to   Buyer copies of all certificates of insurance applicable to the transport and   continuation of construction at Sparrows Point, or if any such policy be an
existing policy, such policies shall be duly endorsed to cover the loading,   transport, discharge and change in place of construction, as provided by this   Amendment.  A list of all such insurance   policies covering the Construction Transfer and continuation of construction   of the Barge at Sparrows Point is set out in Appendix 10 hereto.  Buyer shall be named as an additional   assured on all such policies including those policies required to be   maintained by SENESCO under any charter party related to the Construction   Transfer.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
In the event   that there shall be reasonable concern on the part of the Buyer after   reviewing the insurance policies and endorsements provided by SENESCO, Buyer   may require SENESCO to produce reasonable evidence from SENESCO’s insurance   brokers confirming the scope of cover or procure replacement or supplementary   insurance at SENESCO’s sole cost.
  




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All risks,   costs and expenses of the transport of the Barge components and BFE&S to   Sparrows Point shall be borne by SENESCO.    Such transport shall be conducted pursuant to contracts in form   approved by Buyer and any bills of lading issued shall be issued in form   approved by Buyer shall be marked “Freight Pre-Paid.”  Each carrier of the Barge components shall   be required to deliver a release of lien as to the Barge components and   BFE&S.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Prior to the   arrival of any of the Barge components and BFE&S at Sparrows Point,   SENESCO shall deliver to Buyer consents to the transfer and waivers from the   owners and operators of the Sparrows Point facility of any mechanics or   possessory liens, whether arising by statute, common law or in admiralty,   against the Barge components, including BFE&S, and the Barge.  In the case of any subcontractors with   aggregate contracts in excess of $100,000 (One Hundred Thousand Dollars),   SENESCO shall procure similar consents and waivers as respects the Barge   components, BFE&S and the Barge.    To the extent that SENESCO has pledged any of the Barge components or   the Barge or the proceeds of any Milestone Payments made by the Buyer,   SENESCO shall procure a release of any such recorded lien against the Barge   components and/or the Barge to the extent of the sum of all Milestone   Payments made by the Buyer up to and including delivery
of the Barge   components to an ocean carrier for transport.  To the extent there shall be owed by SENESCO to any secured   lender or other secured party an aggregate amount in excess of Milestone   Payments received by SENESCO from Buyer to the date of transport, SENESCO   shall obtain from each such secured party such party’s written consent to the   transfer of the construction of the Barge to Sparrows Point and release of   its lien, if any, against the Barge components or the Barge.  To the extent that such secured lien or   security interest shall secure obligations with respect to any unpaid   Milestone Payments, Buyer shall consent to the delivery by SENESCO to such   secured party, any security filing or other instrument to enable such secured   party to maintain an equivalent security interest in the Barge components   and/or the Barge until the acceptance and delivery of the Barge from Sparrows   Point in accordance with this Agreement as modified by this
Amendment.
  



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Any failure   of SENESCO to comply with the covenants and terms and conditions of this   Article XI(h), after five (5) business days notice thereof shall   constitute a “SENESCO Default” for purposes of Article VIII(a) of this   Agreement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
25.
  	
  
There shall   be added to Article XI a further paragraph (i) as follows:
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Buyer’s   Right to Complete Construction of the ATB.  If SENESCO shall not have completed   construction of the ATB and tendered it for delivery to the Buyer in   accordance with the terms of the Agreement, as amended, by the date which is   sixty-six (66) calendar days of unexcused or unrelieved delay after the   Delivery Date, the Buyer shall have the right, but not the obligation, to   arrange for the completion of construction of the ATB at the SENESCO Shipyard   and/or at Sparrows Point or at any other U.S. Shipyard selected by the   Buyer.  In such event, the Buyer shall   endeavor to cause the completion of the construction of the ATB to be   effected in a cost effective and cost efficient manner consistent with the   drawings and specifications accepted by the parties, provided that nothing   herein shall limit or restrict the Buyer’s right to draw from time to time   under the Amended Barge Letter of Credit or the Amended Tug
Letter of Credit,   as the case may be, applicable to each vessel, to reimburse the Buyer for all   costs incurred by the Buyer to complete such construction.  To facilitate completion and to mitigate   damages, SENESCO shall transfer, convey and assign to the Buyer the Work in   Progress.  In the event that the Work   in Progress shall be subject to Restrictive Rights, SENESCO shall provide any   written consents or other documentation required from the beneficiaries of   the Restrictive Rights to effect such Transfers.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
26.
  	
  
There shall   be added to Article XI a further paragraph (j), as   follows:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
No Other   Changes or Modifications.  Each of SENESCO and Buyer acknowledges and affirms that except   as made by this Amendment, there are no other changes or modifications to the   Agreement and that any other changes and modifications to the Agreement shall   be made only by way of further amendment.
  



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27.
  	
  
There shall   be added to Article XI a further paragraph (k), as follows:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Resolution   of all Prior Disputes, Controversies, Claims and Notices thereof.  In consideration of the Amended Purchase   Price and this Amendment No. 3, disputes, controversies, claims and   notices thereof existing between the parties and arising from or out of the   Agreement prior to the date hereof shall be deemed to have been settled,   resolved or withdrawn, as the case may be, by this Amendment No. 3.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
28.
  	
  
Article IVc,   Permissible Delay, shall be amended by adding the   following provision:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
Any dispute   or difference between the parties regarding an event of Permissible Delay   shall be resolved by convening a conference of independent shipbuilding   professionals designated by each party.    Within fifteen (15) days after the execution of this Amendment, each   party shall designate its representative to the other who may, subject to   reasonable grounds, object to that appointment.  The purpose of the conference shall be to attempt to amicably   resolve any and all disputes as to the occurrence of permissible delay and   the time attributable thereto.  If the   representatives are unable to resolve any such dispute, the parties hereby   appoint Charles R. Cushing as the impartial umpire (the “Umpire”)   to confer with each representative and to render a decision with respect to   whether an event of Permissible Delay has occurred and the duration of such   Permissible Delay.  The Umpire shall   have ten (10)
business days after the referral of such dispute to render his   or her decision.  There shall be no   requirement that the decision of the Umpire be “reasoned.”  In the event that the Umpire is not   available to resolve the dispute or is unable to do so within the time   provided, Joseph Cuneo is appointed as the alternate Umpire.  The decision of the Umpire, if contested   by either party, shall be submitted to arbitration in accordance with   Articles 10(b) and (c) of this Agreement.  Pending decision by the Umpire, Buyer may not draw on the Barge   Letter of Credit for Liquidated Damages.
  



21

 

  


	
  
 
  	
  
29.
  	
  
This   Amendment No. 3 shall not be in effect unless and until SENESCO has received   written notice from Buyer that Buyer’s Board has authorized and approved this   Amendment No. 3 and the first two Milestone Payments of $50,000 and   $3,950,000 respectively referenced in Appendix 3a have been paid.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
30.
  	
  
This   Amendment No. 3 may be executed in counterparts and when executed shall   comprise one agreement.
  




[This space intentionally left blank]


22

 

  


	
   
  	
  
31.
  	
  
Except as   amended by this Amendment No. 3, all of the terms and conditions of the   Agreement shall remain unchanged and in full force and effect.
  




          IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 as of the date hereabove written.

	
  
WITNESSES:
  	
  
 
  	
  
USCS ATB LLC
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ JOSEPH P.   GEHEGAN
  
	
  


  	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
Joseph P.   Gehegan
  
	
  
 
  	
  
 
  	
  
Its:
  	
  
Chief   Operating Officer
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ ALAN E.   COLLETTI
  
	
  


  	
  
 
  	
  
 
  	
  


  
	
   
  	
  
 
  	
  
 
  	
  
Alan E.   Colletti
  
	
  
 
  	
  
 
  	
  
Its:
  	
  
Vice   President of Operations
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
Southeastern   New England Shipbuilding Corporation d/b/a SENESCO Marine
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ FREDERICK G.   FROST, III
  
	
  


  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
Frederick G.   Frost, III
  
	
  
 
  	
  
 
  	
  
Its:
  	
  
Chief   Executive Officer
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
Consented   To:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
UNITED   STATES CHEMICAL SHIPPING LLC, as Guarantor
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
By:
  	
  
 
  
	
  


  	
  
 
  	
  
 
  	
  


  



23

 

  



TABLE OF APPENDICES

	
  
Appendix 3a
  	
  
Amended Milestone Payment Schedule for Barge and Tug
  
	
  
Appendix 3b
  	
  
Amended Production Schedule
  
	
  
Appendix 4a
  	
  
Amended Barge Letter of Credit
  
	
  
Appendix 6a
  	
  
Amended Milestone Acceptance
  
	
  
Appendix 8a
  	
  
Amended Tug Letter of Credit
  
	
  
Appendix 9
  	
  
Storage and Appropriate Insurance for BFE&S
  
	
  
Appendix 10
  	
  
Construction Transfer Insurance
  
	
  Appendix 11
  	
  
Major Costs of Construction Transfer
  




24

 

  



APPENDIX 3a


AMENDED MILESTONE PAYMENT SCHEDULE


Barge


PART 1—In Connection with the Execution of Amendment No. 3

	
  
 
  	
  
Buyer’s   notice of Board Approval
  	
  
$
  	
  
50,000.00
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 	
   
 
	
   
  	
  
To be paid   on provision of all of the following in form satisfactory to Buyer:
  	
   
 	
   
 
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 	
   
 
	
  
 
  	
  
 
  	
  
(a) On   execution and delivery to Buyer of original executed Sublease Agreement for   Sparrows Point;
  	
   
 	
   
 
	
  
 
  	
  
 
  	
  
 
  	
   
 	
   
 
	
  
 
  	
  
 
  	
  
(b) Amended   Letters of Credit with issuer’s transfer consents;
  	
   
 	
   
 
	
   
  	
  
 
  	
  
 
  	
   
 	
   
 
	
  
 
  	
  
 
  	
  
(c) Executed   Barge Charter Party for Construction Transfer;
  	
   
 	
   
 
	
  
 
  	
  
 
  	
  
 
  	
   
 	
   
 
	
  
 
  	
  
 
  	
  
(d) Evidence   of Insurance required by Article I(f);
  	
   
 	
   
 
	
  
 
  	
  
 
  	
  
 
  	
   
 	
   
 
	
   
  	
  
 
  	
  
(e) Evidence   of Insurance required by Article XI(h)
  	
  
$
  	
  
3,950,000.00
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
Upon   delivery of Barge to Sparrows Point
  	
  
$
  	
  
1,000,000.00
  
	
  
 
  	
  
($500,000 of   which is to be paid by Berth Credit)
  	
  
 
  	
   
 
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
   
  	
  
Delivery of   Lien Waivers or Consents
  	
  
 
  	
   
 
	
  
 
  	
  
Required by   Paragraph 12
  	
  
$
  	
  
1,000,000.00
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
SENESCO’s   representative certificate that Blocs 2 & 3 are assembled and are in a   position for building
  	
  
$
  	
  
1,000,000.00
  
	
  
 
  	
  
($500,000 of   which is to be paid by Berth Credit)
  	
  
 
  	
   
 
	
   
  	
  
 
  	
  
 
  	
  
 
  	
   
 	
   
 
	
  
 
  	
  
 
  	
  
 
  	
  
Subtotal
  	
  
$
  	
  
7,000,000.00
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  


  	
  


  




25

 

  



APPENDIX 3a
 (continued)


PART 2


046 Revised Milestone Schedule

	
  Milestone
  	
   
 	
  
Amount
  	
   
 	
  
Expected Date
  	
   
 
	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  
	
  
Master Butt   8/9
  	
  
 
  	
  
$
  	
  
722,547
  	
  
 
  	
  
 
  	
  
1/19/06
  	
  
 
  
	
  Master Butt   6/7
  	
  
 
  	
  
$
  	
  
722,547
  	
  
 
  	
  
 
  	
  
1/24/06
  	
  
 
  
	
  
Erect   Cofferdam Mod 7
  	
  
 
  	
  
$
  	
  
361,273
  	
  
 
  	
  
 
  	
  
2/1/06
  	
  
 
  
	
  
Erect Long   Bhd Mod 7&8
  	
  
 
  	
  
$
  	
  
361,273
  	
  
 
  	
  
 
  	
  
2/9/06
  	
  
 
  
	
  Erect   Cofferdam 9
  	
  
 
  	
  
$
  	
  
361,273
  	
  
 
  	
  
 
  	
  
2/20/06
  	
  
 
  
	
  
Erect Mod 7   Wings P&S
  	
  
 
  	
  
$
  	
  
361,273
  	
  
 
  	
  
 
  	
  
2/28/06
  	
  
 
  
	
  
Erect Mod 8   Wings P&S
  	
  
 
  	
  
$
  	
  
722,547
  	
  
 
  	
  
 
  	
  
3/16/06
  	
  
 
  
	
  Erect Mod 6   Wings P&S
  	
  
 
  	
  
$
  	
  
722,547
  	
  
 
  	
  
 
  	
  
3/27/06
  	
  
 
  
	
  
Erect Mod 9   Wings p&s
  	
  
 
  	
  
$
  	
  
361,273
  	
  
 
  	
  
 
  	
  
4/4/06
  	
  
 
  
	
  
Erect mod 5   Wings P&S
  	
  
 
  	
  
$
  	
  
361,273
  	
  
 
  	
  
 
  	
  
4/4/06
  	
  
 
  
	
  Erect 4   Wings P&S
  	
  
 
  	
  
$
  	
  
361,273
  	
  
 
  	
  
 
  	
  
4/12/06
  	
  
 
  
	
  
Erect Mod 10   Wings P&S
  	
  
 
  	
  
$
  	
  
361,273
  	
  
 
  	
  
 
  	
  
4/20/06
  	
  
 
  
	
  
Erect Mod 3   Wings P&S
  	
  
 
  	
  
$
  	
  
289,019
  	
  
 
  	
  
 
  	
  
5/1/06
  	
  
 
  
	
  Erect Main   Deck Mod 3
  	
  
 
  	
  
$
  	
  
289,019
  	
  
 
  	
  
 
  	
  
5/1/06
  	
  
 
  
	
  
Erect Mod 11   Wing P&S
  	
  
 
  	
  
$
  	
  
289,019
  	
  
 
  	
  
 
  	
  
5/9/06
  	
  
 
  
	
  
Erect Mod 12   Wings P&S
  	
  
 
  	
  
$
  	
  
289,019
  	
  
 
  	
  
 
  	
  
5/25/06
  	
  
 
  
	
  Erect Lower   Bow
  	
  
 
  	
  
$
  	
  
289,019
  	
  
 
  	
  
 
  	
  
5/25/06
  	
  
 
  
	
  
Erect Mid   Section Bow
  	
  
 
  	
  
$
  	
  
722,547
  	
  
 
  	
  
 
  	
  
6/5/06
  	
  
 
  
	
  
Install   Manifold Module
  	
  
 
  	
  
$
  	
  
722,547
  	
  
 
  	
  
 
  	
  
6/20/05
  	
  
 
  
	
  Erect Upper   Bow
  	
  
 
  	
  
$
  	
  
722,547
  	
  
 
  	
  
 
  	
  
7/10/06
  	
  
 
  
	
  
Install   Vents, Sounds Overflows tk 1
  	
  
 
  	
  
$
  	
  
722,547
  	
  
 
  	
  
 
  	
  
7/26/06
  	
  
 
  
	
  
Erect Stern   Sections
  	
  
 
  	
  
$
  	
  
240,849
  	
  
 
  	
  
 
  	
  
8/3/06
  	
  
 
  
	
  Air Test   Tank 1 Cargo / Ballast
  	
  
 
  	
  
$
  	
  
240,849
  	
  
 
  	
  
 
  	
  
8/3/06
  	
  
 
  
	
  
Shoot /   Install Cargo Pump Trunks tk 5
  	
  
 
  	
  
$
  	
  
240,849
  	
  
 
  	
  
 
  	
  
8/14/06
  	
  
 
  
	
  
Install   Vents, Sounds, Overflows tk 5
  	
  
 
  	
  
$
  	
  
240,849
  	
  
 
  	
  
 
  	
  
8/22/06
  	
  
 
  
	
  Air Test   Tank 5 Cargo / Ballast
  	
  
 
  	
  
$
  	
  
240,849
  	
  
 
  	
  
 
  	
  
8/30/06
  	
  
 
  
	
  
Blast paint   #1  Cargo and Ballast Tanks
  	
  
 
  	
  
$
  	
  
240,849
  	
  
 
  	
  
 
  	
  
8/30/06
  	
  
 
  
	
  
Blast paint   #5 Cargo and Ballast Tanks
  	
  
 
  	
  
$
  	
  
722,547
  	
  
 
  	
  
 
  	
  
9/26/06
  	
  
 
  
	
  Undock
  	
  
 
  	
  
$
  	
  
722,547
  	
  
 
  	
  
 
  	
  
9/27/06
  	
  
 
  
	
  
Hydro Cargo   Tanks / Ballast Tanks
  	
  
 
  	
  
$
  	
  
1,445,094
  	
  
 
  	
  
 
  	
  
10/16/06
  	
  
 
  
	
  
Test &   Trials, Final Outfit
  	
  
 
  	
  
$
  	
  
481,698
  	
  
 
  	
  
 
  	
  
11/20/06
  	
  
 
  
	
  Sea Trials
  	
  
 
  	
  
$
  	
  
481,698
  	
  
 
  	
  
 
  	
  
11/22/06
  	
  
 
  
	
  
Clean and   Final Sell
  	
  
 
  	
  
$
  	
  
481,698
  	
  
 
  	
  
 
  	
  
11/30/06
  	
  
 
  
	
  
 
  	
  
 
  	
  


  	
  


  	
  
 
  	
  
 
  	
   
 	
  
 
  
	
  Total
  	
  
 
  	
  
$
  	
  
15,896,029
  	
  
 
  	
  
 
  	
   
 	
  
 
  




26

 

  



APPENDIX 3a
 (continued)


Tug


USCS ATB, LLC - PROGRESS PAYMENT SCHEDULE - TUG #318

	
  
Milestone Description
  	
   
 	
  
Proposed
   Milestone Value
  	
   
 	
   
 	
   
 	
  
 
  
	
  


  	
   
  	
  


  	
  


  	
  
 
  	
  
 
  	
   
 	
  
 
  
	
  
Signing Tug Contract
  	
  
 
  	
  
 
  	
  
1,551,750.00
  	
  
 
  	
  
 
  	
  
--Paid
  	
  
 
  
	
  
Per Amendment 1 Item L
  	
  
 
  	
  
 
  	
  
155,000.00
  	
  
 
  	
  
 
  	
  
--Paid
  	
  
 
  
	
  Lay Tug Keel
  	
  
 
  	
  
 
  	
  
1,344,850.00
  	
  
 
  	
  
 
  	
  
--Paid
  	
  
 
  
	
  
Erection of Frames Bow /   Bhds Tug Unit
  	
  
 
  	
  
 
  	
  
448,283.33
  	
  
 
  	
  
 
  	
  
--Paid
  	
  
 
  
	
  
Erection of Frame Stern
  	
  
 
  	
  
 
  	
  
448,283.33
  	
  
 
  	
  
 
  	
  
--Paid
  	
  
 
  
	
  Erection of Frame Midbody
  	
  
 
  	
  
 
  	
  
448,283.34
  	
  
 
  	
  
 
  	
  
--Paid
  	
  
 
  
	
  
Complete Skeg Welding   (ready to receive stern tubes)
  	
  
 
  	
  
 
  	
  
336,212.50
  	
  
 
  	
  
 
  	
   
 	
  
 
  
	
  
Install & Align Stern   Tubes
  	
  
 
  	
  
 
  	
  
336,212.50
  	
  
 
  	
  
 
  	
   
 	
  
 
  
	
  Land Reduction Gears (with   rough alignment to stern tube)
  	
  
 
  	
  
 
  	
  
336,212.50
  	
  
 
  	
  
 
  	
   
 	
  
 
  
	
  
Land Main Engines (with   rough alignment to reduction gears)
  	
  
 
  	
  
 
  	
  
336,212.50
  	
  
 
  	
  
 
  	
   
 	
  
 
  
	
  
Align & Fit Up Modules   1,2,3,10,11
  	
  
 
  	
  
 
  	
  
672,425.00
  	
  
 
  	
  
 
  	
   
 	
  
 
  
	
  Complete Plate & Weld   (from keel to main deck)
  	
  
 
  	
  
 
  	
  
672,425.00
  	
  
 
  	
  
 
  	
   
 	
  
 
  
	
  
Launch Tug
  	
  
 
  	
  
 
  	
  
1,344,850.00
  	
  
 
  	
  
 
  	
   
 	
  
 
  
	
  
Completion of Tug
  	
  
 
  	
  
 
  	
  
2,069,000.00
  	
  
 
  	
  
 
  	
   
 	
  
 
  
	
   
  	
  
 
  	
  


  	
  


  	
  
 
  	
  
 
  	
   
 	
  
 
  
	
  
Total #318
  	
  
 
  	
  
 
  	
  
10,500,000.00
  	
  
 
  	
  
 
  	
   
 	
  
 
  
	
  
 
  	
  
 
  	
  


  	
  


  	
  
 
  	
  
 
  	
   
 	
  
 
  



27

 

  



APPENDIX 3b


AMENDED PRODUCTION SCHEDULE

	
  
Task Name
  	
   
 	
  
Duration
  	
   
 	
  
Start Date
  	
   
 	
  
Finish Date
  	
  
 
  
	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  
	
  Sign   Agreement
  	
  
 
  	
  
 
  	
  
1 day?
  	
  
 
  	
  
 
  	
  
11/15/2005
  	
  
 
  	
  
 
  	
  
11/16/2005
  	
  
 
  
	
  
Sign   Agreement on Drydock Rental
  	
  
 
  	
  
 
  	
  
1 day?
  	
  
 
  	
  
 
  	
  
11/16/2005
  	
  
 
  	
  
 
  	
  
11/17/2005
  	
  
 
  
	
  Install   padeyes / cut mods 9 /10
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
11/16/2005
  	
  
 
  	
  
 
  	
  
11/28/2005
  	
  
 
  
	
  
Obtain barge
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
11/16/2005
  	
  
 
  	
  
 
  	
  
11/28/2005
  	
  
 
  
	
  Load out   Barge
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
11/28/2005
  	
  
 
  	
  
 
  	
  
12/6/2005
  	
  
 
  
	
  
Set Up   Blocking for barge in Drydock
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
11/17/2005
  	
  
 
  	
  
 
  	
  
12/7/2005
  	
  
 
  
	
  Tow to   Baltimore
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
12/6/2005
  	
  
 
  	
  
 
  	
  
12/14/2005
  	
  
 
  
	
  
Offload In   Baltimore
  	
  
 
  	
  
 
  	
  
3 days
  	
  
 
  	
  
 
  	
  
12/15/2005
  	
  
 
  	
  
 
  	
  
12/20/2005
  	
  
 
  
	
  Erect   Modules 7,8, in graving dock
  	
  
 
  	
  
 
  	
  
1 day
  	
  
 
  	
  
 
  	
  
12/20/2005
  	
  
 
  	
  
 
  	
  
12/21/2005
  	
  
 
  
	
  
Erect   Modules 9,10 in graving dock
  	
  
 
  	
  
 
  	
  
1 day
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
12/26/2005
  	
  
 
  
	
  Erect   modules 11,11A, 12 in graving dock
  	
  
 
  	
  
 
  	
  
1 day
  	
  
 
  	
  
 
  	
  
12/26/2005
  	
  
 
  	
  
 
  	
  
12/27/2005
  	
  
 
  
	
  
Erect   Modules 5,6 in graving dock
  	
  
 
  	
  
 
  	
  
1 day
  	
  
 
  	
  
 
  	
  
12/27/2005
  	
  
 
  	
  
 
  	
  
12/28/2005
  	
  
 
  
	
  Erect Module   4 in graving dock
  	
  
 
  	
  
 
  	
  
1 day
  	
  
 
  	
  
 
  	
  
12/28/2005
  	
  
 
  	
  
 
  	
  
12/29/2005
  	
  
 
  
	
  
Erect Module   3 in graving dock.
  	
  
 
  	
  
 
  	
  
1 day
  	
  
 
  	
  
 
  	
  
12/30/2005
  	
  
 
  	
  
 
  	
  
1/2/2006
  	
  
 
  
	
  Assembly Mod   3 Main Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
1/10/2006
  	
  
 
  
	
  
Assembly Mod   4 main Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
1/10/2006
  	
  
 
  
	
  Assembly Mod   5 main Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
1/10/2006
  	
  
 
  
	
  
Assembly Mod   6 main Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
1/10/2006
  	
  
 
  
	
  Assembly Mod   10 main Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
1/10/2006
  	
  
 
  
	
  
Assembly Mod   11 main Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
1/10/2006
  	
  
 
  
	
  Assembly Mod   12 main Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
1/10/2006
  	
  
 
  
	
  
Master Butt   8/9
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
12/27/2005
  	
  
 
  	
  
 
  	
  
1/23/2006
  	
  
 
  
	
  Master Butt   10/11
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
12/27/2005
  	
  
 
  	
  
 
  	
  
1/23/2006
  	
  
 
  
	
  
Assembly Mod   12 wings
  	
  
 
  	
  
 
  	
  
20 days
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
1/26/2006
  	
  
 
  
	
  Assembly Mod   6 Wings
  	
  
 
  	
  
 
  	
  
20 days
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
1/26/2006
  	
  
 
  
	
  
Assembly Mod   5 Wings
  	
  
 
  	
  
 
  	
  
20 days
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
1/26/2006
  	
  
 
  
	
  Assembly Mod   4 Wings
  	
  
 
  	
  
 
  	
  
20 days
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
1/26/2006
  	
  
 
  
	
  
Assembly 3   Wings
  	
  
 
  	
  
 
  	
  
20 days
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
1/26/2006
  	
  
 
  
	
  Master Butt   6/7
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
12/28/2005
  	
  
 
  	
  
 
  	
  
1/24/2006
  	
  
 
  
	
  
Master Butt   4/5
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
12/30/2005
  	
  
 
  	
  
 
  	
  
1/25/2006
  	
  
 
  
	
  Erect   Cofferdam Mod 7
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
1/6/2006
  	
  
 
  	
  
 
  	
  
2/1/2006
  	
  
 
  
	
  
Assembly Mod   5 C/Dam
  	
  
 
  	
  
 
  	
  
30 days
  	
  
 
  	
  
 
  	
  
12/22/2005
  	
  
 
  	
  
 
  	
  
2/14/2006
  	
  
 
  
	
  Erect Long   Bhd Mod 7&8
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
1/16/2006
  	
  
 
  	
  
 
  	
  
2/9/2006
  	
  
 
  
	
  
Erect   Cofferdam 9
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
1/24/2006
  	
  
 
  	
  
 
  	
  
2/20/2006
  	
  
 
  
	
  Master Butt   3/4
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
1/25/2006
  	
  
 
  	
  
 
  	
  
2/21/2006
  	
  
 
  
	
  
Erect Long   Bhd 9 & 10
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
2/1/2006
  	
  
 
  	
  
 
  	
  
2/28/2006
  	
  
 
  
	
  Erect long   Bhd 5 & 6
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
2/1/2006
  	
  
 
  	
  
 
  	
  
2/28/2006
  	
  
 
  
	
  
Erect Mod 7   Wings p & s
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
2/1/2006
  	
  
 
  	
  
 
  	
  
2/28/2006
  	
  
 
  
	
  Fab &   Assemble above dk pipe 41-49
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
2/24/2006
  	
  
 
  	
  
 
  	
  
3/14/2006
  	
  
 
  
	
  
Erect   Cofferdam mod 11
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
2/10/2006
  	
  
 
  	
  
 
  	
  
3/8/2006
  	
  
 
  
	
  Erect   Cofferdam Mod 5
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
2/14/2006
  	
  
 
  	
  
 
  	
  
3/13/2006
  	
  
 
  




28

 

  


	
  Task Name
  	
   
 	
  
Duration
  	
   
 	
  
Start Date
  	
   
 	
  
Finish Date
  	
  
 
  
	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  
	
  
Erect Long   Bhd 11/12
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
2/20/2006
  	
  
 
  	
  
 
  	
  
3/16/2006
  	
  
 
  
	
  Erect Mod 8   Wings p & s
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
2/20/2006
  	
  
 
  	
  
 
  	
  
3/16/2006
  	
  
 
  
	
  
Erect main   deck Mod 7
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
2/28/2006
  	
  
 
  	
  
 
  	
  
3/16/2006
  	
  
 
  
	
  Erect Long   Bhds 3 & 4
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
2/22/2006
  	
  
 
  	
  
 
  	
  
3/21/2006
  	
  
 
  
	
  
Assemble   Hose racks
  	
  
 
  	
  
 
  	
  
20 days
  	
  
 
  	
  
 
  	
  
2/24/2006
  	
  
 
  	
  
 
  	
  
3/30/2006
  	
  
 
  
	
  Erect Mod 6   Wings P&S
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
2/28/2006
  	
  
 
  	
  
 
  	
  
3/27/2006
  	
  
 
  
	
  
Erect Main   Deck Mod 6
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
3/8/2006
  	
  
 
  	
  
 
  	
  
3/27/2006
  	
  
 
  
	
  Fab / Assy   Above dk pipe racks 36-41
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
3/14/2006
  	
  
 
  	
  
 
  	
  
4/10/2006
  	
  
 
  
	
  
Fab/Assy   above dk pipe rack 24-36
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
3/22/2006
  	
  
 
  	
  
 
  	
  
4/10/2006
  	
  
 
  
	
  Erect Mod 9   Wings p&s
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
3/8/2006
  	
  
 
  	
  
 
  	
  
4/4/2006
  	
  
 
  
	
  
Erect mod 5   Wings P&S
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
3/8/2006
  	
  
 
  	
  
 
  	
  
4/4/2006
  	
  
 
  
	
  Erect Main   Deck Mod 8
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
3/17/2006
  	
  
 
  	
  
 
  	
  
4/4/2006
  	
  
 
  
	
  
Erect Main   Deck Mod 5
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
3/17/2006
  	
  
 
  	
  
 
  	
  
4/4/2006
  	
  
 
  
	
  Assemble   tankermans House
  	
  
 
  	
  
 
  	
  
30 days
  	
  
 
  	
  
 
  	
  
2/24/2006
  	
  
 
  	
  
 
  	
  
4/18/2006
  	
  
 
  
	
  
Install pipe   rack fr 24-36
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
4/10/2006
  	
  
 
  	
  
 
  	
  
4/18/2006
  	
  
 
  
	
  Assembly   handrails / spillrail
  	
  
 
  	
  
 
  	
  
30 days
  	
  
 
  	
  
 
  	
  
2/24/2006
  	
  
 
  	
  
 
  	
  
4/18/2006
  	
  
 
  
	
  
Erect 4   Wings p & s
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
3/17/2006
  	
  
 
  	
  
 
  	
  
4/12/2006
  	
  
 
  
	
  Erect Main   Deck Mod 9
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
3/27/2006
  	
  
 
  	
  
 
  	
  
4/12/2006
  	
  
 
  
	
  
Erect Main   Deck Mod 4
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
3/27/2006
  	
  
 
  	
  
 
  	
  
4/12/2006
  	
  
 
  
	
  Shoot /   install cargo pump trunks tk 2
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
4/4/2006
  	
  
 
  	
  
 
  	
  
4/12/2006
  	
  
 
  
	
  
Fab/Assy   above dk pipe rack fr 16-24
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
3/31/2006
  	
  
 
  	
  
 
  	
  
4/26/2006
  	
  
 
  
	
  Fab/Assy   above dk pipe fr 24-6
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
4/10/2006
  	
  
 
  	
  
 
  	
  
4/26/2006
  	
  
 
  
	
  
Install   Winch Found fr 19
  	
  
 
  	
  
 
  	
  
4 days
  	
  
 
  	
  
 
  	
  
4/12/2006
  	
  
 
  	
  
 
  	
  
4/19/2006
  	
  
 
  
	
  Erect Mod 10   Wings p & s
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
3/27/2006
  	
  
 
  	
  
 
  	
  
4/20/2006
  	
  
 
  
	
  
Erect Main   Deck Mod 10
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
4/4/2006
  	
  
 
  	
  
 
  	
  
4/20/2006
  	
  
 
  
	
  Shoot/Install   cargo pump trunks tk 3
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
4/12/2006
  	
  
 
  	
  
 
  	
  
4/20/2006
  	
  
 
  
	
  
Install vents,   sounds, overflows tk 2
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
4/4/2006
  	
  
 
  	
  
 
  	
  
4/20/2006
  	
  
 
  
	
  Install Wich   fr 19
  	
  
 
  	
  
 
  	
  
4 days
  	
  
 
  	
  
 
  	
  
4/19/2006
  	
  
 
  	
  
 
  	
  
4/26/2006
  	
  
 
  
	
  
Assembly   Stern
  	
  
 
  	
  
 
  	
  
75 days
  	
  
 
  	
  
 
  	
  
12/26/2005
  	
  
 
  	
  
 
  	
  
5/4/2006
  	
  
 
  
	
  Fab ballast   system
  	
  
 
  	
  
 
  	
  
60 days
  	
  
 
  	
  
 
  	
  
1/20/2006
  	
  
 
  	
  
 
  	
  
5/4/2006
  	
  
 
  
	
  
Install   handrails Mod 5 mn Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
4/18/2006
  	
  
 
  	
  
 
  	
  
5/4/2006
  	
  
 
  
	
  Install   handrails Mod 6 mn Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
4/18/2006
  	
  
 
  	
  
 
  	
  
5/4/2006
  	
  
 
  
	
  
Install   handrails Mod 7 mn Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
4/18/2006
  	
  
 
  	
  
 
  	
  
5/4/2006
  	
  
 
  
	
  Install   handrails Mod 8 mn Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
4/18/2006
  	
  
 
  	
  
 
  	
  
5/4/2006
  	
  
 
  
	
  
Erect Mod 3   Wings p & s
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
4/4/2006
  	
  
 
  	
  
 
  	
  
5/1/2006
  	
  
 
  
	
  Erect Main   Deck Mod 3
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
4/12/2006
  	
  
 
  	
  
 
  	
  
5/1/2006
  	
  
 
  
	
  
Install   handrails Mod 4 mn Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
4/18/2006
  	
  
 
  	
  
 
  	
  
5/4/2006
  	
  
 
  
	
  Install   handrails Mod 9 mn Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
4/18/2006
  	
  
 
  	
  
 
  	
  
5/4/2006
  	
  
 
  
	
  
Install   hatches, cleats, hot work 26-35
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
4/4/2006
  	
  
 
  	
  
 
  	
  
5/1/2006
  	
  
 
  
	
  Assembly   breakwaters
  	
  
 
  	
  
 
  	
  
30 days
  	
  
 
  	
  
 
  	
  
3/20/2006
  	
  
 
  	
  
 
  	
  
5/10/2006
  	
  
 
  
	
  
Outfit   tankermans house
  	
  
 
  	
  
 
  	
  
30 days
  	
  
 
  	
  
 
  	
  
3/22/2006
  	
  
 
  	
  
 
  	
  
5/15/2006
  	
  
 
  
	
  Install   Winch Found fr 12
  	
  
 
  	
  
 
  	
  
4 days
  	
  
 
  	
  
 
  	
  
5/1/2006
  	
  
 
  	
  
 
  	
  
5/8/2006
  	
  
 
  
	
  
Erect Mod 11   Wing P&S
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
4/12/2006
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  
	
  Erect Main   Deck Mod 11
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
4/21/2006
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  
	
  
Install   vents, sounds, overflows tk 3
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
4/21/2006
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  
	
  Install   handrails Mod 10 mn Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
4/21/2006
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  




29

 

  


	
  Task Name
  	
   
 	
  
Duration
  	
   
 	
  
Start Date
  	
   
 	
  
Finish Date
  	
  
 
  
	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  
	
  
Install   hatches, cleats, hot work fr 17-26
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
4/12/2006
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  
	
  Install   Cranes
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
5/1/2006
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  
	
  
Install   Ladders, platforms, pipe Tk 2 P&S
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
4/12/2006
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  
	
  Install   Ladders, platforms, pipe Tk 3 P&S
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
4/12/2006
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  
	
  
Install   Winch fr 12
  	
  
 
  	
  
 
  	
  
4 days
  	
  
 
  	
  
 
  	
  
5/8/2006
  	
  
 
  	
  
 
  	
  
5/15/2006
  	
  
 
  
	
  Assemble   main deck house
  	
  
 
  	
  
 
  	
  
60 days
  	
  
 
  	
  
 
  	
  
2/7/2006
  	
  
 
  	
  
 
  	
  
5/23/2006
  	
  
 
  
	
  
Assemble   manifold module
  	
  
 
  	
  
 
  	
  
60 days
  	
  
 
  	
  
 
  	
  
2/7/2006
  	
  
 
  	
  
 
  	
  
5/23/2006
  	
  
 
  
	
  Shoot/Install   cargo pump trunks tk 4
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  	
  
 
  	
  
5/17/2006
  	
  
 
  
	
  
Air Test   Tank 3 Cargo / ballast
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  	
  
 
  	
  
5/17/2006
  	
  
 
  
	
  Install Pipe   rack fr 36-41
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
4/21/2006
  	
  
 
  	
  
 
  	
  
5/17/2006
  	
  
 
  
	
  
Install   handrails Mod 3 mn Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
5/1/2006
  	
  
 
  	
  
 
  	
  
5/17/2006
  	
  
 
  
	
  Install   hatches, cleats, hot work fr 35-41
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
4/21/2006
  	
  
 
  	
  
 
  	
  
5/17/2006
  	
  
 
  
	
  
Install   Ladders, platforms, pipe Tk 4 P&S
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
4/21/2006
  	
  
 
  	
  
 
  	
  
5/17/2006
  	
  
 
  
	
  Erect Mod 12   wings P&S
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
5/1/2006
  	
  
 
  	
  
 
  	
  
5/25/2006
  	
  
 
  
	
  
Erect Main   Deck Mod 12
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  	
  
 
  	
  
5/25/2006
  	
  
 
  
	
  Erect Lower   bow
  	
  
 
  	
  
 
  	
  
20 days
  	
  
 
  	
  
 
  	
  
4/21/2006
  	
  
 
  	
  
 
  	
  
5/25/2006
  	
  
 
  
	
  
Install   vents, sounds, overflows tk 4
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  	
  
 
  	
  
5/25/2006
  	
  
 
  
	
  Install   ballast piping Ford Wings
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
5/1/2006
  	
  
 
  	
  
 
  	
  
5/25/2006
  	
  
 
  
	
  
Install   handrails Mod 11 mn Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  	
  
 
  	
  
5/25/2006
  	
  
 
  
	
  Install   Ladders, platforms, pipe Tk 1 P&S
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
5/1/2006
  	
  
 
  	
  
 
  	
  
5/25/2006
  	
  
 
  
	
  
Erect   tankermans house
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
5/15/2006
  	
  
 
  	
  
 
  	
  
6/8/2006
  	
  
 
  
	
  Install   Winch found fr 49
  	
  
 
  	
  
 
  	
  
4 days
  	
  
 
  	
  
 
  	
  
5/26/2006
  	
  
 
  	
  
 
  	
  
6/1/2006
  	
  
 
  
	
  
Erect Mid   Section Bow
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  	
  
 
  	
  
6/5/2006
  	
  
 
  
	
  Air Test   Tank 4 Cargo / ballast
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
5/26/2006
  	
  
 
  	
  
 
  	
  
6/5/2006
  	
  
 
  
	
  
Install   hatches, cleats, hot work fr 6-17
  	
  
 
  	
  
 
  	
  
20 days
  	
  
 
  	
  
 
  	
  
5/1/2006
  	
  
 
  	
  
 
  	
  
6/5/2006
  	
  
 
  
	
  Erect inert   Gas Generator house
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
5/26/2006
  	
  
 
  	
  
 
  	
  
6/5/2006
  	
  
 
  
	
  
Erect   Breakwaters
  	
  
 
  	
  
 
  	
  
20 days
  	
  
 
  	
  
 
  	
  
5/10/2006
  	
  
 
  	
  
 
  	
  
6/14/2006
  	
  
 
  
	
  Install   Winch fr 49
  	
  
 
  	
  
 
  	
  
4 days
  	
  
 
  	
  
 
  	
  
6/2/2006
  	
  
 
  	
  
 
  	
  
6/8/2006
  	
  
 
  
	
  
Outfit   Deckhouse incl pipe, founds, cableways
  	
  
 
  	
  
 
  	
  
45 days
  	
  
 
  	
  
 
  	
  
3/31/2006
  	
  
 
  	
  
 
  	
  
6/19/2006
  	
  
 
  
	
  Air Test   Tank 2 cargo / ballast
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
6/5/2006
  	
  
 
  	
  
 
  	
  
6/13/2006
  	
  
 
  
	
  
Install   ballast piping wings fr 34-46
  	
  
 
  	
  
 
  	
  
30 days
  	
  
 
  	
  
 
  	
  
4/21/2006
  	
  
 
  	
  
 
  	
  
6/13/2006
  	
  
 
  
	
  Install Pipe   rack fr 41-49
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
5/26/2006
  	
  
 
  	
  
 
  	
  
6/13/2006
  	
  
 
  
	
  
Install   handrails Mod 12 mn Deck
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
5/26/2006
  	
  
 
  	
  
 
  	
  
6/13/2006
  	
  
 
  
	
  Install   ballast System, IB
  	
  
 
  	
  
 
  	
  
60 days
  	
  
 
  	
  
 
  	
  
3/14/2006
  	
  
 
  	
  
 
  	
  
6/27/2006
  	
  
 
  
	
  
Install   manifold module
  	
  
 
  	
  
 
  	
  
20 days
  	
  
 
  	
  
 
  	
  
5/23/2006
  	
  
 
  	
  
 
  	
  
6/27/2006
  	
  
 
  
	
  Install   hatches,cleats, hot work fr 41-49
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
5/26/2006
  	
  
 
  	
  
 
  	
  
6/21/2006
  	
  
 
  
	
  
Install   Ladders, platforms, pipe Tk 5 P&S
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
5/26/2006
  	
  
 
  	
  
 
  	
  
6/21/2006
  	
  
 
  
	
  Blast paint   #3  cargo, cd7 and ballast tanks
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
6/9/2006
  	
  
 
  	
  
 
  	
  
7/5/2006
  	
  
 
  
	
  
Blast paint   #4  cargo, cd 11 and ballast tanks
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
6/5/2006
  	
  
 
  	
  
 
  	
  
6/29/2006
  	
  
 
  
	
  Erect main   Deck House
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
6/19/2006
  	
  
 
  	
  
 
  	
  
7/5/2006
  	
  
 
  
	
  
Air Test   ballast System
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
6/27/2006
  	
  
 
  	
  
 
  	
  
7/13/2006
  	
  
 
  
	
  Erect Upper   Bow
  	
  
 
  	
  
 
  	
  
30 days
  	
  
 
  	
  
 
  	
  
5/17/2006
  	
  
 
  	
  
 
  	
  
7/10/2006
  	
  
 
  
	
  
Blast paint   #2  cargo and ballast tanks
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
6/13/2006
  	
  
 
  	
  
 
  	
  
7/10/2006
  	
  
 
  
	
  Air Test Bow
  	
  
 
  	
  
 
  	
  
2 days
  	
  
 
  	
  
 
  	
  
7/10/2006
  	
  
 
  	
  
 
  	
  
7/12/2006
  	
  
 
  
	
  
Install   electrical equipment Tank house
  	
  
 
  	
  
 
  	
  
30 days
  	
  
 
  	
  
 
  	
  
5/31/2006
  	
  
 
  	
  
 
  	
  
7/24/2006
  	
  
 
  
	
  Shoot /   install cargo pump trunks tk 1
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
7/10/2006
  	
  
 
  	
  
 
  	
  
7/18/2006
  	
  
 
  




30

 

  


	
  Task Name
  	
   
 	
  
Duration
  	
   
 	
  
Start Date
  	
   
 	
  
Finish Date
  	
  
 
  
	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  	
  


  	
  


  	
  
 
  
	
  
Install   Framo Hydraulics and commision
  	
  
 
  	
  
 
  	
  
45 days
  	
  
 
  	
  
 
  	
  
5/1/2006
  	
  
 
  	
  
 
  	
  
7/18/2006
  	
  
 
  
	
  Install   Vents, sounds overflows tk 1
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
7/10/2006
  	
  
 
  	
  
 
  	
  
7/26/2006
  	
  
 
  
	
  
Install   Anchor Winch Found
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
7/10/2006
  	
  
 
  	
  
 
  	
  
7/26/2006
  	
  
 
  
	
  Erect Stern   sections
  	
  
 
  	
  
 
  	
  
50 days
  	
  
 
  	
  
 
  	
  
5/9/2006
  	
  
 
  	
  
 
  	
  
8/3/2006
  	
  
 
  
	
  
Air Test   Tank 1 cargo / ballast
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
7/26/2006
  	
  
 
  	
  
 
  	
  
8/3/2006
  	
  
 
  
	
  Install   Anchor Windlass
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
7/26/2006
  	
  
 
  	
  
 
  	
  
8/3/2006
  	
  
 
  
	
  
Air test   stern
  	
  
 
  	
  
 
  	
  
2 days
  	
  
 
  	
  
 
  	
  
8/4/2006
  	
  
 
  	
  
 
  	
  
8/8/2006
  	
  
 
  
	
  Complete   install IG,vapor, pv valves
  	
  
 
  	
  
 
  	
  
30 days
  	
  
 
  	
  
 
  	
  
6/27/2006
  	
  
 
  	
  
 
  	
  
8/17/2006
  	
  
 
  
	
  
Install   Winch Found fr 57
  	
  
 
  	
  
 
  	
  
4 days
  	
  
 
  	
  
 
  	
  
8/4/2006
  	
  
 
  	
  
 
  	
  
8/10/2006
  	
  
 
  
	
  Shoot /   install cargo pump trunks tk 5
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
8/4/2006
  	
  
 
  	
  
 
  	
  
8/14/2006
  	
  
 
  
	
  
Blast paint   bow interior
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
7/26/2006
  	
  
 
  	
  
 
  	
  
8/14/2006
  	
  
 
  
	
  Install All   Machinery / Electrical Equipt Main Dk hse
  	
  
 
  	
  
 
  	
  
30 days
  	
  
 
  	
  
 
  	
  
6/27/2006
  	
  
 
  	
  
 
  	
  
8/17/2006
  	
  
 
  
	
  
Install   Winch fr 57
  	
  
 
  	
  
 
  	
  
4 days
  	
  
 
  	
  
 
  	
  
8/11/2006
  	
  
 
  	
  
 
  	
  
8/17/2006
  	
  
 
  
	
  Install   vents, sounds, overflows tk 5
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
8/4/2006
  	
  
 
  	
  
 
  	
  
8/22/2006
  	
  
 
  
	
  
Run   Electrical cables main dk
  	
  
 
  	
  
 
  	
  
30 days
  	
  
 
  	
  
 
  	
  
7/5/2006
  	
  
 
  	
  
 
  	
  
8/28/2006
  	
  
 
  
	
  Blast paint   Exterior
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
8/8/2006
  	
  
 
  	
  
 
  	
  
8/24/2006
  	
  
 
  
	
  
Blast paint   Stern Interior
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
8/11/2006
  	
  
 
  	
  
 
  	
  
8/29/2006
  	
  
 
  
	
  Air Test   Tank 5 cargo / ballast
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
8/22/2006
  	
  
 
  	
  
 
  	
  
8/30/2006
  	
  
 
  
	
  
Blast paint   #1  cargo, cd5 and ballast tanks
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
8/4/2006
  	
  
 
  	
  
 
  	
  
8/30/2006
  	
  
 
  
	
  Blast paint   #5  cargo and ballast tanks
  	
  
 
  	
  
 
  	
  
15 days
  	
  
 
  	
  
 
  	
  
8/30/2006
  	
  
 
  	
  
 
  	
  
9/26/2006
  	
  
 
  
	
  
Undock
  	
  
 
  	
  
 
  	
  
1 day
  	
  
 
  	
  
 
  	
  
9/26/2006
  	
  
 
  	
  
 
  	
  
9/27/2006
  	
  
 
  
	
  Hydro cargo   tanks / ballast tanks
  	
  
 
  	
  
 
  	
  
10 days
  	
  
 
  	
  
 
  	
  
9/27/2006
  	
  
 
  	
  
 
  	
  
10/16/2006
  	
  
 
  
	
  
Successful   Test & trials, final outfit
  	
  
 
  	
  
 
  	
  
20 days
  	
  
 
  	
  
 
  	
  
10/16/2006
  	
  
 
  	
  
 
  	
  
11/20/2006
  	
  
 
  
	
  Successful   Sea Trials
  	
  
 
  	
  
 
  	
  
2 days
  	
  
 
  	
  
 
  	
  
11/20/2006
  	
  
 
  	
  
 
  	
  
11/22/2006
  	
  
 
  
	
  
Clean and   final Sell
  	
  
 
  	
  
 
  	
  
5 days
  	
  
 
  	
  
 
  	
  
11/22/2006
  	
  
 
  	
  
 
  	
  
11/30/2006
  	
  
 
  



31

 

  



APPENDIX 4a


AMENDED BARGE LETTER OF CREDIT

	
  
 
  	
  
 
  	
  
AMENDED   IRREVOCABLE STANDBY LETTER OF CREDIT NO. RS64136369
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
DATE OF   ISSUE: OCTOBER 21, 2004
  
	
  
 
  	
  
 
  	
  
DATE OF   AMENDMENT: NOVEMBER    , 2005
  
	
  
 
  	
  
 
  	
  
 
  
	
  ISSUING   BANK:
  	
  
 
  	
  
 
  
	
  
[                                                                                                ]
  	
  
 
  	
  
APPLICANT:
  
	
  
 
  	
  
 
  	
  
MALCOLM G.   CHACE
  
	
  
 
  	
  
 
  	
  
C/O POINT   GAMMON CORP
  
	
  
 
  	
  
 
  	
  
1 PROVIDENCE   WASHINGTON BLDG
  
	
  
 
  	
  
 
  	
  
PROVIDENCE,   RI 02903
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
BENEFICIARY:
  
	
  
 
  	
  
 
  	
  
USCS ATB LLC
  
	
  
 
  	
  
 
  	
  
PO BOX 2945
  
	
  
 
  	
  
 
  	
  
EDISON, NEW   JERSEY 08818-2945
  
	
  
 
  	
  
 
  	
  
ATTN: ALAN   E. COLLETTI
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
AMOUNT/CURRENCY:
  
	
   
  	
  
 
  	
  
USD   15,000,000.00
  
	
  
 
  	
  
 
  	
  
FIFTEEN   MILLION AND 00/100’S US DOLLARS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
DATE AND   PLACE OF EXPIRY:
  
	
  
 
  	
  
 
  	
  
DECEMBER 31,   2007 OUR COUNTERS
  




GENTLEMEN:


WE HEREBY AMEND OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. RS64136369 IN YOUR FAVOR AS BENEFICIARY IN THE AMOUNT USD 15,000,000.00 (FIFTEEN MILLION UNITED STATES DOLLARS), WHICH CREDIT IS AVAILABLE WITH BANK OF AMERICA BY PAYMENT OF BENEFICIARY’S DRAFT(S) AT SIGHT DRAWN ON BANK OF AMERICA.


THE EXPIRY DATE IS CHANGED TO DECEMBER 31, 2007.


DRAFTS MUST BE ACCOMPANIED BY:


1.          THE ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS, IF ANY.


32

 

  



THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: RS64136369

	
  
2.
  	
  
A   BENEFICIARY’S DATED STATEMENT ON BENEFICIARY’S LETTERHEAD PURPORTEDLY SIGNED   BY AN AUTHORIZED OFFICER STATING “UNDER PENALTY OF PERJURY, WE HEREBY CERTIFY   THAT” AND ONE OF THE FOLLOWING:
  




QUOTE
 THERE IS A BREACH OR DEFAULT ON THE PART OF SOUTHEASTERN NEW ENGLAND SHIPBUILDING CORPORATION D/B/A SENESCO MARINE (“SENESCO”) UNDER THE ARTICULATED TUG BARGE BUILDING AGREEMENT DATED AS OF AUGUST 7, 2004 (AS AMENDED, THE “AGREEMENT”) BETWEEN SENESCO, BENEFICIARY, AS BUYER, AND UNITED STATES CHEMICAL SHIPPING LLC, AS GUARANTOR, FOR THE CONSTRUCTION OF A BARGE KNOWN AS HULL NO. 46 (THE “BARGE”) FOR WHICH THERE IS NO APPLICABLE CURE PERIOD OR FOR WHICH THE APPLICABLE CURE PERIOD HAS EXPIRED WITHOUT CURE; AND THE BENEFICIARY HAS (A) TAKEN OVER OR OTHERWISE CONTRACTED FOR THE COMPLETION OF THE CONSTRUCTION OF THE BARGE, AND (B) INCURRED REASONABLE COSTS IN ADDITION TO AMOUNTS PAID FOR BUYER FURNISHED EQUIPMENT (AS DEFINED IN THE AGREEMENT) AND TO SENESCO UNDER THE AGREEMENT TO COMPLETE CONSTRUCTION OF THE BARGE THAT ARE IN EXCESS OF THE PURCHASE PRICE (AS DEFINED IN THE AGREEMENT, INCLUDING ALL AMOUNTS PAID
PURSUANT TO THE AGREEMENT); AND THE BENEFICIARY IS ENTITLED TO DRAW UNDER THIS LETTER OF CREDIT THE AGGREGATE AMOUNT IN EXCESS OF THE AMENDED PURCHASE PRICE (AS DEFINED IN THE AGREEMENT, INCLUDING ALL AMOUNTS PAID PURSUANT TO THE AGREEMENT) THAT BENEFICIARY HAS SPENT TO COMPLETE THE BARGE, OTHER THAN FOR BUYER FURNISHED EQUIPMENT (AS DEFINED IN THE AGREEMENT), WITH BENEFICIARY NOW BEING ENTITLED TO REIMBURSEMENT IN AN AMOUNT EQUAL TO US $______________

UNQUOTE




OR


QUOTE
 AS LIQUIDATED DAMAGES UP TO A MAXIMUM AMOUNT OF $1,980,000.00 UNDER ARTICLE IV(B) OF THE ARTICULATED TUG BARGE BUILDING AGREEMENT DATED AS OF AUGUST 7, 2004, AS AMENDED AUGUST 7, 2004; SEPTEMBER 29, 2004; AND NOVEMBER 3, 2005 (AS AMENDED, THE “AGREEMENT”) BY AND AMONG SOUTHEASTERN NEW ENGLAND SHIPBUILDING CORPORATION (“SENESCO”), BENEFICIARY AND UNITED STATES CHEMICAL SHIPPING LLC AS GUARANTOR, SENESCO HAS AGREED TO PAY BENEFICIARY $30,000 PER DAY UP TO 66 DAYS FOR EACH DAY THAT SENESCO IS LATE IN THE DELIVERY OF THE ATB (AS DEFINED IN THE AGREEMENT), AND SENESCO IS NOW __ DAYS LATE WITH THE DELIVERY 


33

 

  



THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: RS64136369


OF THE ATB AND BENEFICIARY IS NOW ENTITLED TO $___________ PURSUANT TO ARTICLE IV(B) OF THE AGREEMENT.
 UNQUOTE


OR


QUOTE
 THE ISSUING BANK HAS ISSUED A NOTICE THAT IT HAS ELECTED NOT TO RENEW THIS LETTER OF CREDIT, AND AS OF THE FIFTEENTH BUSINESS DAY PRIOR TO THE DATE OF EXPIRY OF THIS LETTER OF CREDIT, THE APPLICANT HAS NOT DELIVERED TO THE BENEFICIARY A REPLACEMENT LETTER OF CREDIT CONTAINING IDENTICAL TERMS THAT IS ISSUED BY A FEDERALLY-INSURED FINANCIAL INSTITUTION WITH A CREDIT RATING OF AT LEAST AA- BY STANDARD & POOR’S RATING SERVICES OR THE EQUIVALENT CREDIT RATING FROM A NATIONALLY-RECOGNIZED CREDIT RATING AGENCY.
 UNQUOTE


PARTIAL AND MULTIPLE DRAWINGS ARE ALLOWED ON THIS LETTER OF CREDIT.


THIS LETTER OF CREDIT IS TRANSFERABLE ONLY TO EITHER CANADIAN IMPERIAL BANK OF COMMERCE, AS ADMINISTRATIVE AGENT, OR KEYBANK NATIONAL ASSOCIATION, AS COLLATERAL AGENT, AND THEIR SUCCESSORS AND ASSIGNS IN SUCH CAPACITIES.


IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR SIX MONTHS FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE UNLESS AT LEAST THIRTY DAYS PRIOR TO SUCH EXPIRATION DATE THE ISSUING BANK NOTIFIES YOU BY COURIER OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, THAT THE ISSUING BANK HAS ELECTED NOT TO CONSIDER THIS LETTER OF CREDIT RENEWED FOR ANY SUCH PERIOD.  IF THE ISSUING BANK ELECTS NOT TO RENEW THIS LETTER OF CREDIT, THE BENEFICIARY SHALL HAVE THE RIGHT TO DRAW THE FULL AMOUNT OF SUCH LETTER OF CREDIT AT ANY TIME PRIOR TO ITS THEN APPLICABLE EXPIRATION DATE.


THE NUMBER AND DATE OF THE CREDIT AND THE NAME OF OUR BANK MUST BE QUOTED ON ALL DRAFT(S) REQUIRED.


EACH DRAFT PRESENTED HEREUNDER MUST BE ACCOMPANIED BY THE ORIGINAL CREDIT FOR ENDORSEMENT THEREON OF THE AMOUNT OF SUCH DRAFT.


34

 

  



THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: RS64136369


DRAFT(S) AND DOCUMENTS MUST BE PRESENTED AT OUR OFFICES AT [__________________________ INSERT ADDRESS].


COMMUNICATIONS WITH RESPECT TO THIS LETTER OF CREDIT SHALL BE IN WRITING AND SHALL BE ADDRESSED TO US AT [________________________ INSERT ADDRESS]


SPECIFICALLY REFERRING TO THE NUMBER OF THIS LETTER OF CREDIT.


THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 EDITION), THE INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500.

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
AUTHORIZED   SIGNATURE
  




THIS DOCUMENT CONSISTS OF 4 PAGE(S)


35


 

  


APPENDIX 6a


AMENDED MILESTONE ACCEPTANCE


SENESCO MARINE
 REQUEST FOR PAYMENT
 INVOICE NUMBER _________
 CONTRACT #046


Milestone Reference: _______________________


Southeastern New England Shipbuilding Corporation, d/b/a SENESCO Marine, hereby requests a Milestone progress payment, as referenced above, from (Buyer and/or Financial Institution) in connection with the completion of this milestone.


SENESCO Marine hereby certifies that the work required on the referenced milestone and on the corresponding task and all prior tasks on the Amended Production Schedule has been completed in all respects in accordance with the Contract, Plans and Specifications and ABS Standards.


Buyer’s inspector certifies that he has inspected the work required on the referenced milestone and on the corresponding task and all prior tasks on the Amended Production Schedule and that it has been completed in all respects in accordance with the Contract, Plans, and Specifications and ABS Standards.


SENESCO Marine further certifies that there are no liens created by SENESCO Marine on the vessel being Hull Number #46, and that SENESCO Marine has not encumbered said vessel in any way.


SENESCO Marine hereby agrees to indemnify and hold Buyer/Financial Institution harmless from any claim, liens or encumbrances, incurred by Buyer/Financial Institution arising out of any misrepresentation herein.


This request for payment is subject to the Contract and nothing in this request for payment alters or amends the Contract or the respective obligations of the parties hereto.

	
  SENESCO   Marine
  	
  
USC ATB LLC
  
	
  
 
  	
  
 
  
	
  
Project   Manager
  	
  
Buyer’s   Inspector
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  
	
  
Dated:   _______________
  	
  
Dated:   _______________
  




36

 

  



APPENDIX 8a


AMENDED TUG LETTER OF CREDIT

	
  
 
  	
  
 
  	
  
AMENDED   IRREVOCABLE STANDBY LETTER OF CREDIT NO. RS64136375
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
DATE OF   ISSUE: OCTOBER 21, 2004
  
	
  
 
  	
  
 
  	
  
DATE OF   AMENDMENT: NOVEMBER    , 2005
  
	
  
 
  	
  
 
  	
  
 
  
	
  
ISSUING   BANK:
  	
  
 
  	
  
 
  
	
  
[                                                                                                ]
  	
  
 
  	
  
APPLICANT:
  
	
   
  	
  
 
  	
  
MALCOLM G.   CHACE
  
	
  
 
  	
  
 
  	
  
C/O POINT   GAMMON CORP
  
	
  
 
  	
  
 
  	
  
1 PROVIDENCE   WASHINGTON BLDG
  
	
  
 
  	
  
 
  	
  
PROVIDENCE,   RI 02903
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
BENEFICIARY:
  
	
  
 
  	
  
 
  	
  
USCS ATB LLC
  
	
  
 
  	
  
 
  	
  
PO BOX 2945
  
	
   
  	
  
 
  	
  
EDISON, NEW   JERSEY 08818-2945
  
	
  
 
  	
  
 
  	
  
ATTN: ALAN   E. COLLETTI
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
AMOUNT/CURRENCY:
  
	
  
 
  	
  
 
  	
  
USD 3,000,000.00
  
	
  
 
  	
  
 
  	
  
THREE   MILLION AND 00/100’S US DOLLARS
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
DATE AND   PLACE OF EXPIRY:
  
	
   
  	
  
 
  	
  
DECEMBER 31,   2007 OUR COUNTERS
  




GENTLEMEN:


WE HEREBY AMEND OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. RS64136375 IN YOUR FAVOR AS BENEFICIARY IN THE AMOUNT USD 3,000,000.00 (THREE MILLION UNITED STATES DOLLARS), WHICH CREDIT IS AVAILABLE WITH BANK OF AMERICA BY PAYMENT OF BENEFICIARY’S DRAFT(S) AT SIGHT DRAWN ON BANK OF AMERICA.


THE EXPIRY DATE IS CHANGED TO DECEMBER 31, 2007.


DRAFTS MUST BE ACCOMPANIED BY:


1.          THE ORIGINAL LETTER OF CREDIT AND ALL AMENDMENTS, IF ANY.


37

 

  



THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: RS64136375

	
  
2.
  	
  
A   BENEFICIARY’S DATED STATEMENT ON BENEFICIARY’S LETTERHEAD PURPORTEDLY SIGNED   BY AN AUTHORIZED OFFICER STATING “UNDER PENALTY OF PERJURY, WE HEREBY CERTIFY   THAT” AND ONE OF THE FOLLOWING:
  




QUOTE
 THERE IS A BREACH OR DEFAULT ON THE PART OF SOUTHEASTERN NEW ENGLAND SHIPBUILDING CORPORATION D/B/A SENESCO MARINE (“SENESCO”) UNDER THE ARTICULATED TUG BARGE BUILDING AGREEMENT DATED AS OF AUGUST 7, 2004 (AS AMENDED, THE “AGREEMENT”) BETWEEN SENESCO, BENEFICIARY, AS BUYER, AND UNITED STATES CHEMICAL SHIPPING LLC, AS GUARANTOR, FOR THE CONSTRUCTION OF A TUG BOAT KNOWN AS HULL NO. 318 (THE “TUG”) FOR WHICH THERE IS NO APPLICABLE CURE PERIOD OR FOR WHICH THE APPLICABLE CURE PERIOD HAS EXPIRED WITHOUT CURE; AND THE BENEFICIARY HAS (A) TAKEN OVER OR OTHERWISE CONTRACTED FOR THE COMPLETION OF THE CONSTRUCTION OF THE TUG, AND (B) INCURRED REASONABLE COSTS, IN ADDITION TO AMOUNTS PAID FOR BUYER FURNISHED EQUIPMENT (AS DEFINED IN THE AGREEMENT) AND TO SENESCO UNDER THE AGREEMENT TO COMPLETE CONSTRUCTION OF THE TUG THAT ARE IN EXCESS OF THE PURCHASE PRICE (AS DEFINED IN THE AGREEMENT, INCLUDING ALL AMOUNTS PAID
PURSUANT TO THE AGREEMENT); AND THE BENEFICIARY IS ENTITLED TO DRAW UNDER THIS LETTER OF CREDIT THE AGGREGATE AMOUNT IN EXCESS OF THE AMENDED PURCHASE PRICE (AS DEFINED IN THE AGREEMENT, INCLUDING ALL AMOUNTS PAID PURSUANT TO THE AGREEMENT) THAT BENEFICIARY HAS SPENT TO COMPLETE THE TUG, OTHER THAN FOR BUYER FURNISHED EQUIPMENT (AS DEFINED IN THE AGREEMENT), WITH BENEFICIARY NOW BEING ENTITLED TO REIMBURSEMENT IN AN AMOUNT EQUAL TO US $______________
 UNQUOTE


OR


QUOTE
 THE ISSUING BANK HAS ISSUED A NOTICE THAT IT HAS ELECTED NOT TO RENEW THIS LETTER OF CREDIT, AND AS OF THE FIFTEENTH BUSINESS DAY PRIOR TO THE DATE OF EXPIRY OF THIS LETTER OF CREDIT, THE APPLICANT HAS NOT DELIVERED TO THE BENEFICIARY A REPLACEMENT LETTER OF CREDIT CONTAINING IDENTICAL TERMS THAT IS ISSUED BY A FEDERALLY-INSURED FINANCIAL INSTITUTION WITH A CREDIT RATING OF AT LEAST AA- BY STANDARD & POOR’S RATING SERVICES OR THE EQUIVALENT CREDIT RATING FROM A NATIONALLY-RECOGNIZED CREDIT RATING AGENCY.
 UNQUOTE


38

 

  



THIS IS AN INTEGRAL PART OF LETTER OF CREDIT NUMBER: RS64136375


PARTIAL AND MULTIPLE DRAWINGS ARE ALLOWED ON THIS LETTER OF CREDIT.


THIS LETTER OF CREDIT IS TRANSFERABLE ONLY TO EITHER CANADIAN IMPERIAL BANK OF COMMERCE, AS ADMINISTRATIVE AGENT, OR KEYBANK NATIONAL ASSOCIATION, AS COLLATERAL AGENT, AND THEIR SUCCESSORS AND ASSIGNS IN SUCH CAPACITIES.


IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR SIX MONTHS FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE UNLESS AT LEAST THIRTY DAYS PRIOR TO SUCH EXPIRATION DATE, THE ISSUING BANK NOTIFIES YOU BY COURIER OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, THAT THE ISSUING BANK HAS ELECTED NOT TO CONSIDER THIS LETTER OF CREDIT RENEWED FOR ANY SUCH PERIOD.  IF THE ISSUING BANK ELECTS NOT TO RENEW THIS LETTER OF CREDIT, THE BENEFICIARY SHALL HAVE THE RIGHT TO DRAW THE FULL AMOUNT OF SUCH LETTER OF CREDIT AT ANY TIME PRIOR TO ITS THEN APPLICABLE EXPIRATION DATE.


THE NUMBER AND DATE OF THE CREDIT AND THE NAME OF OUR BANK MUST BE QUOTED ON ALL DRAFT(S) REQUIRED.


EACH DRAFT PRESENTED HEREUNDER MUST BE ACCOMPANIED BY THE ORIGINAL CREDIT FOR ENDORSEMENT THEREON OF THE AMOUNT OF SUCH DRAFT.


DRAFT(S) AND DOCUMENTS MUST BE PRESENTED AT OUR OFFICES AT [__________________________ INSERT ADDRESS].


COMMUNICATIONS WITH RESPECT TO THIS LETTER OF CREDIT SHALL BE IN WRITING AND SHALL BE ADDRESSED TO US AT [________________________ INSERT ADDRESS] SPECIFICALLY REFERRING TO THE NUMBER OF THIS LETTER OF CREDIT.


THIS CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 EDITION), THE INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500.

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
AUTHORIZED   SIGNATURE
  




THIS DOCUMENT CONSISTS OF 3 PAGE(S)


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APPENDIX 9


STORAGE AND APPROPRIATE INSURANCE FOR BFE&S

 

  



APPENDIX 10


CONSTRUCTION TRANSFER INSURANCE


[To be separately provided in satisfactory form and content to Buyer
 prior to Construction Transfer Date.]

 

  



APPENDIX 11

MAJOR COSTS OF CONSTRUCTION TRANSFER

	
  Tugboat(s)
  	
  $161,000.00 (est.)
  
	
  Barge(s)
  	
  $75,000.00 plus $2500 per day after 30 days (est.)
  
	
  Crane(s)
  	
  $486,000 (est.)