Exhibit 10.5


 


OMNIBUS AGREEMENT


AMONG


UNITED STATES
SHIPPING MASTER LLC


US SHIPPING GENERAL
PARTNER LLC


U.S. SHIPPING
OPERATING LLC


AND


U.S. SHIPPING
PARTNERS L.P.


 








OMNIBUS AGREEMENT


THIS
OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date,
among United States Shipping Master LLC, a Delaware limited liability company
(“Shipping Master”), US Shipping General Partner LLC, a Delaware limited
liability company (including any permitted successors and assigns under the MLP
Agreement (as defined herein), the “General Partner”), for itself and on behalf
of the MLP in its capacity as general partner, U.S. Shipping Operating LLC, a
Delaware limited liability company (the “OLLC”), and U.S. Shipping Partners
L.P., a Delaware limited partnership (the “MLP”).  The above-named entities are sometimes referred to in this
Agreement each as a “Party” and collectively as the “Parties”.


R E C I T A L S:


The
Parties desire by their execution of this Agreement to evidence their
understanding, (i) as more fully set forth in Article II of this
Agreement, with respect to certain non-competition obligations on the part of
the Shipping Master Entities (as defined herein) during the term of this
Agreement; (ii) as more fully set forth in Article III of this Agreement,
with respect to certain indemnification obligations of Shipping Master; and
(iii) as more fully set forth in Article IV of this Agreement, with respect to
a tax payment loan to be made by the General Partner to the MLP.


In
consideration of the premises and the covenants, conditions, and agreements
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:


ARTICLE
I

Definitions


1.1  Definitions.  (a) Capitalized terms used herein but not defined shall
have the meanings given them in the MLP Agreement.


(a)           As
used in this Agreement, the following terms shall have the respective meanings
set forth below:


“Agreement” means this Omnibus
Agreement, as it may be amended, modified, or supplemented from time to time in
accordance with the terms hereof.


“Assets” has the meaning given such term in
Section 3.1.


“Change of Control” means, with respect to any
Person (the “Applicable Person”), any of the following events:  (i) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all or
substantially all of the Applicable Person’s assets  to any other Person, unless immediately following such sale,
lease, exchange or other transfer such assets are owned, directly or
indirectly, by the Applicable Person; (ii) the dissolution or liquidation
of the Applicable Person; (iii) the consolidation or merger of the
Applicable Person with or into another Person pursuant to 


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a transaction in which the outstanding Voting Securities of  the Applicable Person are changed into or
exchanged for cash, securities or other property, other than any such
transaction where (a) the outstanding Voting Securities of the Applicable
Person are changed into or exchanged for Voting Securities of the surviving
corporation or its parent and (b) the holders of the Voting Securities of
the Applicable Person immediately prior to such transaction own, directly or
indirectly, not less than a majority of the outstanding Voting Securities of
the surviving corporation or its parent immediately after such transaction; and
(iv) a “person” or “group” (within the meaning of Sections 13(d) or
14(d)(2) of the Exchange Act) being or becoming the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50%
of all of the then outstanding Voting Securities of the Applicable Person,
except in a merger or consolidation which would not constitute a Change of
Control under clause (iii) above.


“Closing Date” means the date of the
closing of the initial public offering of common units representing limited
partner interests in the MLP.


“Conflicts Committee” has the meaning given such
term in the MLP Agreement.


“Contribution Agreement” has the meaning given such
term in the MLP Agreement.


“control” means the possession,
direct or indirect, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise.


“Covered Environmental Losses” means all
environmental and toxic tort losses, damages, liabilities, claims, demands,
causes of action, judgments, settlements, fines, penalties, costs and expenses
(including, without limitation, court costs and reasonable attorney’s and
experts’ fees) of any and every kind or character, suffered or incurred by the
Partnership Group by reason of or arising out of:


(i)                    any violation or correction of violation of
Environmental Laws or


(ii)                   any event or condition associated with ownership
or operation of the Assets (including, without limitation, the presence of
Hazardous Substances on, under, about or migrating to or from the Assets or the
disposal or release of Hazardous Substances generated by operation of the
Assets at non-Asset locations) including, without limitation, (A) the cost and
expense of any investigation, assessment, evaluation, monitoring, containment,
cleanup, repair, restoration, remediation or other corrective action required
or necessary under Environmental Laws, (B) the cost or expense of the
preparation and implementation of any closure, remedial or corrective action or
other plans required or necessary under Environmental Laws and (C) the cost and
expense for any environmental or toxic tort pre-trial, trial or appellate legal
or litigation support work;


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but only to the extent that such violation complained of under clause
(i), or such events or conditions included in clause (ii), occurred before the
Closing Date and were unknown by the MLP and its management at the time of the
Closing Date.


“Environmental Laws” means all federal,
state, and local laws, statutes, rules, regulations, orders, judgments and
ordinances relating to protection of health and safety and the environment
including, without limitation, the federal Comprehensive Environmental
Response, Compensation and Liability Act, the Superfund Amendments and
Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air
Act, the Clean Water Act, the Safe Drinking Water Act, the Toxic Substances
Control Act, the Oil Pollution Act of 1990, the Hazardous Materials
Transportation Act, the Marine Mammal Protection Act, the Endangered Species
Act, the National Environmental Policy Act, and other environmental
conservation and protection laws, each as amended through the Closing Date.


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


“General Partner” has the meaning given such
term in the introduction to this Agreement.


“Hazardous Substance” means (a) any
substance that is designated, defined or classified as a hazardous waste,
hazardous material, pollutant, contaminant or toxic or hazardous substance, or
that is otherwise regulated under any Environmental Law, including, without
limitation, any hazardous substance as defined under the Comprehensive
Environmental Response, Compensation and Liability Act and (b) oil as defined
in the Oil Pollution Act of 1990, including without limitation petroleum, oil,
gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel
and any other refined petroleum hydrocarbons.


“Market Value” means (a) with respect to a
Common Unit, the average closing sales price per Common Unit on the New York
Stock Exchange, or other exchange or quotation service on which the Common
Units may be listed, for the [five] consecutive trading days immediately
preceding the date of determination (the “Common
Unit Closing Price”) and (b) with respect to a Subordinated Unit,
the Common Unit Closing Price, discounted by __%.


“Minimum Quarterly Distribution” has the
meaning given such term in term in the MLP Agreement.


“MLP” has the meaning given such term in
the introduction to this Agreement.


“MLP Agreement” means the Amended and
Restated Agreement of Limited Partnership of the MLP, dated as of the Closing
Date, as such agreement is in effect on the Closing Date, to which reference is
hereby made for all purposes of this Agreement. An amendment or modification to
the MLP Agreement subsequent to the Closing Date shall be given effect for the
purposes of this Agreement only if it has received the 


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approval that would be required pursuant to Section 6.6 hereof if such
amendment or modification were an amendment or modification of this Agreement.


“OLLC” has the meaning given such term in the
introduction to this Agreement.


“Partnership Entities” means the General Partner
and each member of the Partnership Group.


“Partnership Group” means the MLP, the OLLC and
any Subsidiary of any such Person.


“Person” means a corporation,
partnership, joint venture, trust, limited liability company, unincorporated
organization or any other entity.


“Prospectus” means the final prospectus,
dated October __, 2004, relating to the initial public offering of common units
representing limited partner interests in the MLP, as filed with Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933.


“Restricted Businesses” has the meaning given such
term in Section 2.1.


“Retained Assets” has the meaning given such
term in the Contribution Agreement.


“Shipping Master Entities” means Shipping Master and
any Person controlled by Shipping Master, in each case other than the
Partnership Entities.


“Sponsor Units” means the Common Units and
Subordination Units received by Shipping Master pursuant to the Contribution
Agreement in connection with the formation of the MLP.


“Subsidiary” has the meaning given such
term in the MLP Agreement.


“Tax Payment Loan” has the meaning given such
term in Section 6.1.


“Unit” has the meaning given such term in the MLP
Agreement.


“Voting Securities” means securities of any
class of Person entitling the holders thereof to vote in the election of
members of the board of directors or other similar governing body of the
Person.


ARTICLE
II

Business Opportunities


2.1  Restricted Businesses.  For so long as
US Shipping General Partner LLC (or any Person that directly, or indirectly through
one or more intermediaries, is controlled by or under common control with
Shipping Master) is the general partner of the MLP, each of 


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the Shipping Master Entities shall
be prohibited from engaging in or acquiring any interest in (i) any business
providing marine transportation, distribution and logistics services or (ii)
any business that generates “qualifying income” within the meaning of
Section 7704(d) at the time such business is first proposed to be engaged
in by any such Shipping Master Entity (“Restricted Businesses”).  Notwithstanding the foregoing, a Shipping
Master Entity may own and/or operate any of the Retained Assets.


2.2  Conflicts Committee Exception.  Notwithstanding any
provision of Section 2.1 to the contrary, the Shipping Master Entities may
engage in any Restricted Business with the approval of the Conflicts Committee.


2.3  Scope of
Prohibition.  Except as provided in this Article II and
the MLP Agreement, each Shipping Master Entity shall be free to engage (whether
directly or through the acquisition of equity or debt interests in any Person)
in any business activity whatsoever, including those that may be in direct
competition with any Partnership Entity.


2.4  Enforcement.  Each Shipping
Master Entity agrees and acknowledges that the Partnership Entities do not have
an adequate remedy at law for the breach by the Shipping Master Entity of the
covenants and agreements set forth in this Article II, and that any breach by
any Shipping Master Entity of the covenants and agreements set forth in this
Article II would result in irreparable injury to the Partnership Entities.  Each Shipping Master Entity further agrees
and acknowledges that any Partnership Entity may, in addition to the other
remedies which may be available to the Partnership Entities, file a suit in
equity to enjoin any Shipping Master Entity from such breach, and each Shipping
Master Entity consents to the issuance of injunctive relief to enforce the
provisions of Article II of this Agreement.


ARTICLE
III

Indemnification


3.1  Shipping Master
Indemnification.  Subject to the provisions of Section 3.2 and
Section 3.3, Shipping Master shall indemnify, defend and hold harmless the
Partnership Group from and against: (a) any Covered Environmental Losses
relating to the assets contributed by the Shipping Master Entities to the
Partnership Group prior to or on the Closing Date (the “Assets”) for a period
of five (5) years from the Closing Date; (b) the failure of the Partnership Group
to be the owner of such valid leasehold interests or fee ownership interests in
and to the Assets as are necessary to enable the Partnership Entities to own
and operate the Assets in substantially the same manner that the Assets were
owned and operated by the Shipping Master Entities immediately prior to the
Closing Date to the extent that the Shipping Master Entities are notified of
any of the foregoing within four (4) years of the Closing Date; (c) the failure
of the Partnership Entities to have on the Closing Date any consent or
governmental permit necessary to allow the Partnership Entities to own or
operate the Assets in substantially the same manner that the Assets were owned
and operated by the Shipping Master Entities immediately prior to the Closing
Date to the extent that the Shipping Master Entities are notified of any of the
foregoing within three (3) years of the Closing Date; (d) any events or
conditions 


 


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attributable to or associated with
the ownership or operation of the Retained Assets, whether occurring before or
after the Closing Date; and  (e) all federal, state and local income tax liabilities
attributable to the operation of the Assets prior to the Closing Date,
including any such income tax liabilities of the Shipping Master Entities that
may result from the consummation of the formation transactions for the
Partnership Group and the General Partner until 60 days after the expiration of
any applicable statute of limitations, but excluding any federal, state and
local income taxes reserved on the books of the Partnership Group on the
Closing Date.


3.2  Limitation
Regarding Indemnification.


(a)           The aggregate
liability of Shipping Master under Section 3.1(a) above shall not exceed $10.0 million.  Furthermore, no claim may be made against
Shipping Master for indemnification pursuant to Section 3.1(a) unless the
aggregate dollar amount of all claims for indemnification pursuant to such
section shall exceed $500,000, in which case Shipping Master shall be liable
for claims for indemnification only to the extent such aggregate amount exceeds
$500,000.


(b)            The aggregate liability of Shipping
Master under Sections 3.1(b) and 3.1(c) above shall not exceed $10.0
million.  Furthermore, no claim may be
made against Shipping Master for indemnification pursuant to Sections 3.1(b)
and 3.1(c) unless the aggregate dollar amount of all claims for indemnification
pursuant to such sections shall exceed $500,000, in which case Shipping Master
shall be liable for claims for indemnification only to the extent such
aggregate amount exceeds $500,000.


3.3  Indemnification
Procedures.


(a)           The members of the Partnership Group agree that within a
reasonable period of time after they become aware of facts giving rise to a
claim for indemnification pursuant to Section 3.1, they will provide notice
thereof in writing to Shipping Master specifying the nature of and specific
basis for such claim.


(b)           Shipping
Master shall have the right to control all aspects of the defense of (and any
counterclaims with respect to) any claims brought against the Partnership Group
that are covered by the indemnification set forth in Section 3.1,
including, without limitation, the selection of counsel, determination of
whether to appeal any decision of any court and the settling of any such matter
or any issues relating thereto; provided,
however, that no such settlement shall be entered into without the
consent (which consent shall not be unreasonably withheld) of the Partnership
Group unless it includes a full release of the Partnership Group from such
matter or issues, as the case may be.


(c)           The
members of the Partnership Group agree to cooperate fully with Shipping Master
with respect to all aspects of the defense of any claims covered by the
indemnification set forth in Section 3.1, including, without limitation,
the prompt furnishing to Shipping Master of any correspondence or other notice
relating thereto that the Partnership Group may receive, permitting the names
of the members of the 


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Partnership Group to be utilized in
connection with such defense, the making available to Shipping Master of any
files, records or other information of the Partnership Group that Shipping
Master considers relevant to such defense and the making available to Shipping
Master of any employees of the Partnership Group; provided, however, that in connection therewith Shipping
Master agrees to use reasonable efforts to minimize the impact thereof on the
operations of the Partnership Group and further agrees to maintain the
confidentiality of all files, records and other information furnished by a
member of the Partnership Group pursuant to this Section 3.3.  In no event shall the obligation of the
Partnership Group to cooperate with Shipping Master as set forth in the
immediately preceding sentence be construed as imposing upon the Partnership
Group an obligation to hire and pay for counsel in connection with the defense
of any claims covered by the indemnification set forth in this Article III; provided, however, that the members of the
Partnership Group may, at their own option, cost and expense, hire and pay for
counsel in connection with any such defense. 
Shipping Master agrees to keep any such counsel hired by the Partnership
Group reasonably informed as to the status of any such defense, but Shipping
Master shall have the right to retain sole control over such defense.


(d)           In
determining the amount of any loss, cost, damage or expense for which any of
the members of the Partnership Group is entitled to indemnification under this
Agreement, the gross amount of the indemnification will be reduced by (i) any
insurance proceeds realized by the Partnership Group, and such correlative
insurance benefit shall be net of any incremental insurance premium that
becomes due and payable by the Partnership Group as a result of such claim and
(ii) all amounts recovered by the Partnership Group under contractual
indemnities from third Persons.  The
Partnership hereby agrees to use commercially reasonable efforts to realize any
applicable insurance proceeds or amounts recoverable under such contractual
indemnities.


3.4  Restriction on
Transfer of Sponsor Units.


(a)           Through
and until the expiration of the indemnity set forth in Section 3.1(a) above,
Shipping Master hereby agrees not to sell, convey, transfer, pledge or
otherwise dispose of or encumber any of its Sponsor Units, unless immediately
following the closing of such sale, conveyance, transfer, pledge or other
disposal or encumbrance, Shipping Master shall retain a number of Sponsor Units
having, in the aggregate, a Market Value of not less than $10.0 million, less
any amounts paid by the General Partner pursuant to its indemnification
obligation under Section 3.1(a) prior to such determination.  Shipping Master shall have no obligation to
retain or hold any Units other than as set forth in this Section 3.4.


ARTICLE
IV

Tax Payment Loan and Repayment


4.1  Tax Payment
Loan. 
The General Partner hereby agrees to loan to the MLP an aggregate amount
(the “Tax Payment Loan”) equal to the lesser of (a) $770,000 and (b) the
estimated tax liability payments to be made (including federal and state income
taxes) for the year 2005 by USCS Chemical Pioneer, Inc., a [Delaware] corporation
and an 


 


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indirect wholly-owned subsidiary
of the MLP (“Chemical Pioneer Inc.”). 
The Tax Payment Loan shall be disbursed in four equal installments.  The General Partner shall make such
disbursements to the MLP within ten days after the payment of each quarterly
distribution made by the MLP to unitholders in 2005.  Shipping Master hereby agrees to provide any funds needed by the
General Partner in order to fulfill its obligations under this Section 4.1.


4.2  MLP Repayment
of Tax Payment Loan.


(a)           The
MLP hereby agrees to repay the General Partner in respect of the Tax Payment
Loan an aggregate amount equal to the Tax Payment Loan, plus interest thereon
at the applicable federal rate (“Interest”). 
The MLP shall make repayments to the General Partner in an amount equal
to one-half of the Tax Payment Loan, plus Interest thereon, on each of December
31, 2007 and December 31, 2008, subject to the provisions of Section 4.2(b)
below.  The amounts repayable by the MLP
pursuant to this Section 4.2 shall accrue Interest assuming that one-quarter of
the amount repaid on each payment date was incurred on each of the four
installment dates for disbursement of the Tax Payment Loan set forth in Section
4.1 above.  The MLP may prepay the Tax
Payment Loan at any time, in whole or in part, without penalty or premium.


(b)           Notwithstanding
the provisions of Section 4.2(a) above, the MLP shall not be required to make
repayment of the Tax Payment Loan or portion thereof to the General Partner to
the extent such repayment would cause the MLP to be unable to distribute the
full Minimum Quarterly Distribution on all outstanding Units for any applicable
quarterly period.   With respect to any
amounts not  repaid by the MLP to the
General Partner pursuant to this Section 4.2(b), the MLP shall make a repayment
to the General Partner of such amount or portion thereof, plus Interest
thereon, on the last day of a quarter to the extent such repayment would not
prevent the MLP from distributing the full Minimum Quarterly Distribution on
all outstanding Units for such quarter.


 


ARTICLE V


Solvency Representation


 


5.1  Solvency of
Shipping Master Entities. Each of
the Shipping Master Entities is, and immediately after giving effect to the
transactions contemplated in the Contribution Agreement will be, Solvent.  For purposes of this Section 5.1, “Solvent”
means m with respect to the applicable party of any date of determination, that
on such date (a) the fair value of the property of such party is greater
than the total amount of liabilities, including, without limitation, contingent
liabilities of such party that would constitute liabilities under GAAP, (b) the
present fair saleable value of the assets of such party is not less than the
amount that will be required to pay its debts as they become absolute and
matured, taking into account the possibility of refinancing such obligations
and selling assets, (c) such party does not intend to, and does not believe
that it will, incur debts or liabilities beyond such party’s ability to pay
such debts as they mature taking into account the possibility of refinancing
such obligations and selling assets and (d) such 


 


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party is not engaged in business or a transaction, and does
not intend to engage in business or a transaction, for which such party’s
property remaining after such transaction would constitute unreasonably small
capital.


 


ARTICLE
VI

Miscellaneous


6.1  Choice of Law;
Submission to Jurisdiction.  This Agreement shall be subject to and
governed by the laws of the State of Delaware, excluding any conflicts-of-law
rule or principle that might refer the construction or interpretation of this
Agreement to the laws of another state. 
Each Party hereby submits to the jurisdiction of the state and federal
courts in the State of New York and to venue in New York, New York.


6.2  Notice.  All notices
or requests or consents provided for or permitted to be given pursuant to this
Agreement must be in writing and must be given by depositing same in the United
States mail, addressed to the Person to be notified, postpaid, and registered
or certified with return receipt requested or by delivering such notice in
person or by telecopier or telegram to such Party.  Notice given by personal delivery or mail shall be effective upon
actual receipt.  Notice given by
telegram or telecopier shall be effective upon actual receipt if received
during the recipient’s normal business hours, or at the beginning of the
recipient’s next business day after receipt if not received during the
recipient’s normal business hours.  All
notices to be sent to a Party pursuant to this Agreement shall be sent to or
made at the address set forth below such Party’s signature to this Agreement,
or at such other address as such Party may stipulate to the other Parties in
the manner provided in this Section 6.2.


6.3  Entire
Agreement. 
This Agreement constitutes the entire agreement of the Parties relating
to the matters contained herein, superseding all prior contracts or agreements,
whether oral or written, relating to the matters contained herein.


6.4  Termination.  The
provisions of Article II of this Agreement will be terminated upon a Change of
Control of Shipping Master.


6.5  Effect of
Waiver or Consent.  No waiver or consent, express or implied, by
any Party to or of any breach or default by any Person in the performance by
such Person of its obligations hereunder shall be deemed or construed to be a
consent or waiver to or of any other breach or default in the performance by
such Person of the same or any other obligations of such Person hereunder.  Failure on the part of a Party to complain
of any act of any Person or to declare any Person in default, irrespective of
how long such failure continues, shall not constitute a waiver by such Party of
its rights hereunder until the applicable statute of limitations period has
run.


6.6  Amendment or
Modification.  This Agreement may be amended or modified
from time to time only by the written agreement of all the Parties; provided,
however, that the MLP and the OLLC may not, without the prior approval of the
Conflicts Committee,


 


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agree to any amendment or
modification of this Agreement that, in the reasonable discretion of the
General Partner, will adversely affect the holders of Common Units.  Each such instrument shall be reduced to
writing and shall be designated on its face an “Amendment” or an “Addendum” to
this Agreement.


6.7  Assignment.  No Party shall
have the right to assign its rights or obligations under this Agreement without
the consent of the other Parties.


6.8  Counterparts.  This
Agreement may be executed in any number of counterparts with the same effect as
if all signatory Parties had signed the same document.  All counterparts shall be construed together
and shall constitute one and the same instrument.


6.9  Severability.  If any
provision of this Agreement or the application thereof to any Person or
circumstance shall be held invalid or unenforceable to any extent, the
remainder of this Agreement and the application of such provision to other
Persons or circumstances shall not be affected thereby and shall be enforced to
the greatest extent permitted by law.


6.10        Gender, Parts,
Articles and Sections.  Whenever the context requires, the gender of
all words used in this Agreement shall include the masculine, feminine and
neuter, and the number of all words shall include the singular and plural.  All references to Article numbers and
Section numbers refer to Articles and Sections of this Agreement.


6.11        Further
Assurances. 
In connection with this Agreement and all transactions contemplated by
this Agreement, each Party agrees to execute and deliver such additional
documents and instruments and to perform such additional acts as may be
necessary or appropriate to effectuate, carry out and perform all of the terms,
provisions and conditions of this Agreement and all such transactions.


6.12        Withholding or
Granting of Consent.  Each Party may, with respect to any consent
or approval that it is entitled to grant pursuant to this Agreement, grant or
withhold such consent or approval in its sole and uncontrolled discretion, with
or without cause, and subject to such conditions as it shall deem appropriate.


6.13        Laws and
Regulations.  Notwithstanding any provision of this
Agreement to the contrary, no Party shall be required to take any act, or fail
to take any act, under this Agreement if the effect thereof would be to cause
such Party to be in violation of any applicable law, statute, rule or
regulation.


6.14        Negotiation of
Rights of Shipping Master, Limited Partners, Assignees, and Third Parties.  The
provisions of this Agreement are enforceable solely by the Parties, and no
member of Shipping Master and no limited partner, member, assignee or other
Person of the MLP or the OLLC shall have the right, separate and apart from
Shipping Master, the MLP or the OLLC, to enforce any provision of this
Agreement or to compel any Party to comply with the terms of this Agreement.


 


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6.15        No Recourse
Against Officers or Directors.  For the avoidance of doubt, the provisions
of this Agreement shall not give rise to any right of recourse against any
officer or director of any Shipping Master Entity or any Partnership Entity.


 


[SIGNATURE
PAGE FOLLOWS]


 


 


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IN WITNESS WHEREOF, the
Parties have executed this Agreement on, and effective as of, the Closing Date.


 


 


	
   

  	
  UNITED STATES SHIPPING MASTER LLC

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Mr. Paul Gridley

  
	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Address for Notice:

  
	
   

  	
   

  
	
   

  	
  399 Thornall Street

  
	
   

  	
  8th Floor

  
	
   

  	
  Edison,
  New Jersey 08837

  
	
   

  	
  Phone:  (732) 635 1500

  
	
   

  	
  Fax:

  
	
   

  	
  Attention: Mr. Paul Gridley

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  US SHIPPING GENERAL PARTNER LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Mr. Paul Gridley

  
	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Address for Notice:

  
	
   

  	
   

  
	
   

  	
  399
  Thornall Street

  
	
   

  	
  8th
  Floor

  
	
   

  	
  Edison,
  New Jersey 08837

  
	
   

  	
  Phone:  (732) 635 1500

  
	
   

  	
  Fax:

  
	
   

  	
  Attention: Mr. Paul Gridley

  
	
   

  	
   

  



 


 

















 


	
   

  	
  U.S. SHIPPING OPERATING LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. SHIPPING PARTNERS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  US Shipping General Partner LLC, its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Mr. Paul Gridley

  
	
   

  	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Address for Notice:

  
	
   

  	
   

  
	
   

  	
  399
  Thornall Street

  
	
   

  	
  8th
  Floor

  
	
   

  	
  Edison,
  New Jersey 08837

  
	
   

  	
  Phone:  (732) 635 1500

  
	
   

  	
  Fax:

  
	
   

  	
  Attention: Mr. Paul Gridley

  
	
   

  	
   

  
	
   

  	
  U.S. SHIPPING PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  US Shipping General Partner LLC, its general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Mr. Paul Gridley

  
	
   

  	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  Address for Notice:

  
	
   

  	
   

  
	
   

  	
  399
  Thornall Street

  
	
   

  	
  8th
  Floor

  
	
   

  	
  Edison,
  New Jersey 08837

  
	
   

  	
  Phone:  (732) 635 1500

  
	
   

  	
  Fax:

  
	
   

  	
  Attention: Mr. Paul Gridley