Exhibit 10.2


 


CONTRIBUTION, CONVEYANCE
AND

ASSUMPTION AGREEMENT







U.S. SHIPPING PARTNERS L.P.

















 


	
  ARTICLE I

  	
  DEFINITIONS; RECORDATION

  	
  4

  
	
  1.1

  	
  Definitions

  	
  4

  
	
  1.2

  	
  Recordation
  of Evidence of Ownership of Assets

  	
  7

  
	
  ARTICLE II

  	
  THE OFFERING AND RELATED
  TRANSACTIONS

  	
  8

  
	
  2.1

  	
  [Conversion
  of Vessel Management to Vessel Management LLC

  	
  8]

  
	
  2.2

  	
  Distribution
  and Conveyance by the USS Subsidiaries to USS LLC of the USS Working Capital
  Assets

  	
  8

  
	
  2.3

  	
  Distribution
  and Conveyance by the USCS Subsidiaries to USCS LLC of the USCS Working
  Capital Assets

  	
  8

  
	
  2.4

  	
  Distribution
  and Conveyance by USS LLC to USSM of the USS Working Capital Assets

  	
  8

  
	
  2.5

  	
  Distribution
  and Conveyance by USCS LLC to USSM of the USCS Working Capital Assets

  	
  9

  
	
  2.6

  	
  Contribution
  by USSM to GP LLC of an Interest in USS Chartering

  	
  9

  
	
  2.7

  	
  Public
  Cash Contribution

  	
  9

  
	
  2.8

  	
  USSM Agreement to
  Contribute

  	
  9

  
	
  2.9

  	
  GP LLC Agreement to
  Contribute

  	
  9

  
	
  2.10

  	
  Amendment
  and Restatement of Existing Credit Facility

  	
  10

  
	
  ARTICLE III

  	
  CONCURRENT TRANSACTIONS

  	
  10

  
	
  3.1

  	
  Contribution
  by GP LLC to the MLP of the USS Chartering Interest

  	
  10

  
	
  3.2

  	
  Contribution
  by USSM to the MLP of its Remaining Interest in the USS Subsidiaries and the
  USCS Subsidiaries

  	
  10

  
	
  3.3

  	
  Contribution
  by the MLP to the OLLC of All of Its Interests in the USS Subsidiaries and
  the USCS Subsidiaries

  	
  10

  
	
  3.4

  	
  MLP Receipt of Cash
  Contribution

  	
  10

  
	
  3.5

  	
  OLLC Receipt of Cash
  Contribution

  	
  11

  
	
  3.6

  	
  Conveyance
  and Contribution by OLLC to Pioneer LLC of its Interest in Chemical
  Chartering

  	
  11

  
	
  3.7

  	
  Conversion
  of Pioneer LLC to USCS Chemical Pioneer Inc

  	
  11

  
	
  3.8

  	
  Specific
  Conveyances

  	
  11

  
	
  ARTICLE IV

  	
  ASSUMPTION OF CERTAIN
  LIABILITIES

  	
  11

  
	
  4.1

  	
  Assumption
  of USS Chartering Liabilities by GP LLC

  	
  11

  
	
  4.2

  	
  Assumption
  of USS Chartering Liabilities by the MLP

  	
  12

  
	
  4.3

  	
  Assumption
  of USSM Aggregate Liabilities by the MLP

  	
  12

  



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
  4.4

  	
  Assumption
  of MLP Aggregate Liabilities by the OLLC

  	
  12

  
	
  4.5

  	
  General
  Provisions Relating to Assumption of Liabilities

  	
  12

  
	
  ARTICLE V

  	
  ADDITIONAL TRANSACTION

  	
  13

  
	
  5.1

  	
  Exercise of the
  Over-Allotment Option

  	
  13

  
	
  ARTICLE VI

  	
  TITLE MATTERS

  	
  13

  
	
  6.1

  	
  Encumbrances

  	
  13

  
	
  6.2

  	
  Disclaimer
  of Warranties; Subrogation; Waiver of Bulk Sales Laws

  	
  13

  
	
  ARTICLE VII

  	
  FURTHER ASSURANCES

  	
  15

  
	
  7.1

  	
  Further
  Assurances

  	
  15

  
	
  7.2

  	
  Power of
  Attorney

  	
  15

  
	
  7.3

  	
  Other Assurances

  	
  16

  
	
  ARTICLE VIII

  	
  MISCELLANEOUS

  	
  16

  
	
  8.1

  	
  Order of
  Completion of Transactions

  	
  16

  
	
  8.2

  	
  Consents;
  Restriction on Assignment

  	
  16

  
	
  8.3

  	
  Costs

  	
  17

  
	
  8.4

  	
  Headings;
  References; Interpretation

  	
  17

  
	
  8.5

  	
  Successors
  and Assigns

  	
  18

  
	
  8.6

  	
  No
  Third Party Rights

  	
  18

  
	
  8.7

  	
  Counterparts

  	
  18

  
	
  8.8

  	
  Governing Law

  	
  18

  
	
  8.9

  	
  Severability

  	
  18

  
	
  8.10

  	
  Deed; Bill of Sale;
  Assignment

  	
  18

  
	
  8.11

  	
  Amendment or Modification

  	
  18

  
	
  8.12

  	
  Integration

  	
  18

  



 


ii

















 


CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT


THIS CONTRIBUTION,
CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of __________, 2004, is entered
into by and among United States Shipping Master LLC, a Delaware limited
liability company (“USSM”); US Shipping General Partner
LLC, a Delaware limited liability company (“GP LLC”); U.S. Shipping Partners L.P.,
a Delaware limited partnership (the “MLP”); U.S. Shipping Operating LLC, a
Delaware limited liability company (the “OLLC”); United States Shipping LLC, a
Delaware limited liability company (“USS LLC”); United States Chemical
Shipping LLC, a Delaware limited liability company (“USCS LLC”); USCS
Chemical Chartering LLC, a Delaware limited liability company (“Chemical
Chartering”); USS Chartering LLC, a Delaware limited liability
company (“USS Chartering”); ITB Baltimore LLC, a Delaware limited
liability company (“ITB Baltimore”); ITB Groton LLC, a
Delaware limited liability company (“ITB Groton”); ITB Jacksonville LLC, a
Delaware limited liability company (“ITB Jacksonville”); ITB Mobile LLC, a
Delaware limited liability company (“ITB Mobile”); ITB New York LLC, a
Delaware limited liability company (“ITB New York”); ITB Philadelphia LLC,
a Delaware limited liability company (“ITB Philadelphia”); USCS Charleston
LLC, a Delaware limited liability company (“Charleston LLC”); USS Vessel
Management Inc., a Delaware corporation (“Vessel  Management”); and USCS
Chemical Pioneer LLC, a Delaware limited liability company (“Pioneer
LLC”).  The foregoing
shall be referred to individually as a “Party” and collectively as the “Parties”.  Certain capitalized terms used but not
defined herein are defined in Article I hereof.


RECITALS


WHEREAS, USSM and GP LLC
have formed the MLP pursuant to the Delaware Revised Uniform Limited
Partnership Act (the “Delaware Limited Partnership Act”),
for the purpose of, among other things, acquiring, owning and operating
substantially all the assets of certain subsidiaries of USSM used in the
business of providing marine transportation, distribution and logistics
services.


WHEREAS, in order to
accomplish the objectives and purposes in the preceding recital, the following
actions have been taken prior to the date hereof:


1.                                       USSM formed GP LLC under the terms of the
Delaware Limited Liability Company Act (the “Delaware LLC Act”),
and contributed $1,000 in exchange for all of the member interests in GP LLC.


2.                                       GP LLC and USSM formed the MLP, to which
GP LLC contributed $40 and USSM contributed $1,960 in exchange for a 2% general
partner and 98% limited partner interest, respectively.


3.                                       The MLP formed the OLLC pursuant to the
Delaware LLC Act and contributed $1,000 in exchange for all of the member
interests in the OLLC.


4.                                       Chemical Chartering formed USCS
Charleston Chartering LLC, a Delaware limited liability company (“USCS
Chartering”) pursuant to the Delaware LLC Act and contributed
$1,000 in exchange for all of the member interests in USCS Chartering.

















 


5.                                       USS LLC has distributed its interests in
USS Transport LLC, a Delaware limited liability company (“Transport”), and
Vessel Management to USSM.


6.                                       USCS LLC has distributed its interests in
USCS Chemical Transport LLC, a Delaware limited liability company (“Chemical
Transport”), to USSM.


7.                                       USSM has conveyed its interests in Transport,
Chemical Transport and Vessel Management to GP LLC.


8.                                       Chemical Chartering has assigned the
charters related to the Charleston to USCS Chartering as a capital contribution
and distributed the interest in USCS Chartering to USCS LLC.


WHEREAS, immediately
prior to the closing of the Offering:


1.                                       [Vessel Management will, pursuant to,
Section 266 of the Delaware General Corporation Law (the “DGCL”) and Section
18-214 of the Delaware LLC Act, file a certificate of conversion to a limited
liability company and certificate of formation to convert itself into USS
Vessel Management LLC, a Delaware limited liability company (such successor
entity, “Vessel
Management LLC”).]


2.                                       All of the USS Subsidiaries will
distribute to USS LLC, and all of the USCS Subsidiaries will distribute to USCS
LLC, all of their respective cash, receivables and other working capital assets
specified on Schedule 1 attached hereto (collectively, “Working Capital Assets”),
and USS LLC and USCS LLC will, in turn, each [dissolve and] distribute the
Working Capital Assets and their respective interests in the USS Subsidiaries
and the USCS Subsidiaries to USSM.


3.                                       USSM will convey an interest in USS
Chartering with an aggregate value equal to 2% of the equity value of the MLP
to the GP LLC as a capital contribution.


WHEREAS, immediately
prior to the consummation of the transactions contemplated hereby


1.                                       The MLP, the OLLC, the USS Subsidiaries
and the USCS Subsidiaries will enter into an amendment and restatement of the
Existing Credit Facility that will be used to refinance the debt that remains
outstanding after the use of the Offering Proceeds to repay a portion of the
debt outstanding under the Existing Credit Facility; provided that in no event
shall Pioneer LLC be directly obligated for more than approximately $[2.5]
million of the borrowings outstanding on the date hereof under the amended and
restated credit facility.


2.                                       The public, through the underwriters of
the Offering, will contribute $[129.6] million (the “Offering Proceeds”)
to the MLP in exchange for [6,100,000] Common Units in the MLP.


3.                                       The MLP will, in exchange for USSM’s
agreement hereunder to contribute the USSM Aggregate Interests (as defined
below) to the MLP, (a) (i) issue to USSM [898,843] Common Units in the MLP,
(ii) [5,347,892] Class A Subordinated Units in the MLP and (iii) [1,650,951]
Class B Subordinated Units in the MLP, (b) assume approximately $[193.8 million
of USSM outstanding indebtedness under the Existing Credit Facility (the “Debt”)
(before giving effect to the use of $[102.2] million of proceeds from the
Offering to repay a portion of the Debt), and (c) distribute $[0.2] million in
cash to USSM to reimburse USSM for certain capital expenditures made by USSM
related to the assets the MLP will own after the consummation of the
transactions contemplated hereby.


 


2

















 


4.                                       The MLP will, in exchange for GP LLC’s
agreement hereunder to contribute the USS Chartering Interest (as defined
below) to the MLP, (a) continue GP LLC’s 2% general partner interest in the MLP
and (b) issue the Incentive Distribution Rights to the GP LLC.


WHEREAS, immediately
following the closing of the Offering and concurrently with the consummation of
the transactions contemplated hereby, each of the following shall occur:


1.                                       A.            GP
LLC will convey its interest in USS Chartering to the MLP.


B.            USSM will convey all of its
remaining interest in the USS Subsidiaries and the USCS Subsidiaries to the
MLP.


2.                                       The MLP will convey to the OLLC its interests
in the USS Subsidiaries and the USCS Subsidiaries as a capital contribution.


3.                                       The MLP will use the Offering Proceeds to
(i) pay the underwriting discounts and commissions and expenses incurred by the
MLP in connection with the Offering, (ii) distribute $[0.2] million to USSM to
reimburse it for certain capital expenditures made by it related to assets that
will be contributed to the MLP, and (iii) make a capital contribution to OLLC.


4.                                       OLLC will use the funds contributed to it
by the MLP to (i) contribute $[102.2] million to the USS Subsidiaries and the
USCS Subsidiaries, which will use such funds to pay a portion of their debt
outstanding under the Existing Credit Facility, (ii) provide $[14.5] million of
working capital, (iii) pay $[1.0 million] of costs incurred in amending and
restating the Existing Credit Facility.


5.                                       The OLLC will convey its interest in
Chemical Chartering to Pioneer LLC as a capital contribution.


6.                                       Pioneer LLC will, pursuant to Section
18-216 of the Delaware LLC Act and Section 265 of the DGCL, file a certificate
of conversion and certificate of incorporation to convert itself into USCS
Chemical Pioneer, Inc., a Delaware corporation (“Chemical Pioneer, Inc.”)


7.                                       The agreements of limited partnership and
the limited liability company agreements of the aforementioned entities will be
amended and restated to the extent necessary to reflect the applicable matters
set forth above and in Article III and Article IV of this Agreement.


 


3

















 


NOW, THEREFORE, in
consideration of their mutual undertakings and agreements hereunder, the
Parties undertake and agree as follows:


ARTICLE I

DEFINITIONS; RECORDATION


1.1           Definitions.  The following capitalized terms have the
meanings given below.


“Acts” shall mean
collectively the Delaware Limited Partnership Act, the Delaware LLC Act and the
DGCL.


“Agreement” means this
Contribution, Conveyance and Assumption Agreement.


“Assets” has the
meaning assigned to such term in Section 6.1.


“Attorney-In-Fact” has
the meaning assigned to such term in Section 7.2.


“Bank Credit Facility”
has the meaning assigned to such term in Section 2.9.


“Beneficial Owner” has
the meaning assigned to such term in Section 8.2.


“Charleston” means the
parcel tanker owned by Charleston LLC.


“Charleston LLC” has
the meaning assigned to such term in the first paragraph of this Agreement.


“Chemical Chartering”
has the meaning assigned to such term in the first paragraph of this Agreement.


“Chemical Chartering Interest”
has the meaning assigned to such term in Section 3.6.


“Chemical Pioneer, Inc.”
has the meaning assigned to such term in Item 6 of the fifth Recital of this
Agreement.


“Chemical Transport”
has the meaning assigned to such term in Item 6 of the second Recital of this
Agreement.


“Class A Subordinated Units”
has the meaning assigned to such term in the Partnership Agreement.


“Class B Subordinated Units”
has the meaning assigned to such term in the Partnership Agreement.


“Common Units” has the
meaning assigned to such term in the Partnership Agreement.


“Conveyed Assets” has
the meaning assigned to such term in Section 7.2.


“Conveying Parties”
has the meaning assigned to such term in Section 7.2.


 


4

















 


“Debt” has the meaning
assigned to such term in Item 1 of the fifth Recital of this Agreement.


“Delaware LLC Act” has
the meaning assigned to such term in Item 1 of the third Recital of this
Agreement.


“Delaware Limited Partnership Act”
has the meaning assigned to such term in the initial Recital to this Agreement.


“DGCL” has the meaning
assigned to such term in Item 1 of the fourth Recital of this Agreement.


“Effective Date” means
_________________, 2004.


“Effective Time” means
the time when the transactions contemplated by Article III hereof have been
consummated.


“Existing Credit Facility”
means the Amended and Restated Credit Facility, dated as of April 13, 2004, by
and among USSM, USCS LLC, USS LLC, the USS Subsidiaries, the USCS Subsidiaries
(other than USCS ATB LLC), Vessel Management, Transport and Chemical Transport,
as the borrowers, the lenders named therein, Canadian Imperial Bank of
Commerce, as letter of credit issuer and administrative agent, National City
Bank, as the collateral agent, and  CIBC
World Markets Corp., as sole lead arranger and sole book-runner.


“GP LLC” has the
meaning assigned to such term in the first paragraph of this Agreement.


“Incentive Distribution Rights”
has the meaning assigned to such term in the Partnership Agreement.


“ITB Baltimore” has
the meaning assigned to such term in the first paragraph of this Agreement.


“ITB Groton” has the
meaning assigned to such term in the first paragraph of this Agreement.


“ITB Jacksonville” has
the meaning assigned to such term in the first paragraph of this Agreement.


“ITB Mobile” has the
meaning assigned to such term in the first paragraph of this Agreement.


“ITB New York” has the
meaning assigned to such term in the first paragraph of this Agreement.


“ITB Philadelphia” has
the meaning assigned to such term in the first paragraph of this Agreement.


 


5

















 


“Laws” means any and
all laws, statutes, ordinances, rules or regulations promulgated by a
governmental authority, orders of a governmental authority, judicial decisions,
decisions of arbitrators or determinations of any governmental authority or
court.


“MLP” has the meaning
assigned to such term in the first paragraph of this Agreement.


“MLP Aggregate Interests”
has the meaning assigned to such term in Section 3.3.


“MLP Aggregate Liabilities”
shall mean, collectively, the USSM Aggregate Liabilities and the USS Chartering
Liabilities.


“Offering” means the
initial public offering and transfer of title of 6,100,000 Common Units by the
MLP to the public.


“Offering Proceeds”
has the meaning assigned to such term in Item 1 of the fourth Recital of this
Agreement.


“OLLC” has the meaning
assigned to such term in the first paragraph of this Agreement.


“Omnibus Agreement”
means the Omnibus Agreement dated of even date herewith, by and among USSM, GP
LLC, the OLLC, and the MLP.


“Partnership Agreement”
means the Amended and Restated Agreement of Limited Partnership of the MLP, as
it may be amended and restated from time to time.


“Partnership Group”
has the meaning assigned to such term in the Omnibus Agreement.


“Party and Parties”
have the meanings assigned to such terms in the first paragraph of this
Agreement.


“Pioneer LLC” has the
meaning assigned to such term in the first paragraph of this Agreement.


“Registration Statement”
means the registration statement on Form S-1 (File No. 333-118141) filed by the
MLP relating to the Offering.


“Restriction” has the
meaning assigned to such term in Section 8.2.


“Restriction Asset”
has the meaning assigned to such term in Section 8.2.


“Specific Conveyances”
has the meaning assigned to such term in Section 3.8.


“Transport” has the
meaning assigned to such term in Item 5 of the second Recital of this
Agreement.


“Underwriters” has the
meaning assigned to such term in the fourth recital of this Agreement.


“USCS ATB LLC” means
USCS ATB LLC, a Delaware limited liability company.


“USCS Chartering” has
the meaning assigned to such term in Item 4 of the second Recital of this
Agreement.


 


6

















 


“USCS LLC” has the meaning
assigned to such term in the first paragraph of this Agreement.


“USCS Subsidiaries”
means, collectively, Chemical Chartering, Pioneer LLC, Charleston LLC, USCS
Chartering and USCS ATB LLC.


“USCS Working Capital Assets”
has the meaning assigned to such term in Section 2.3.


“USS Chartering” has
the meaning assigned to such term in the first paragraph of this Agreement.


“USS Chartering Interest”
has the meaning assigned to such term in Section 2.6.


“USS Chartering Liabilities”
shall mean all of the liabilities and obligations of USS Chartering relating to
the USS Chartering Interest.


“USS LLC” has the
meaning assigned to such term in the first paragraph of this Agreement.


“USS Subsidiaries”
means, collectively, ITB Baltimore, ITB Groton, ITB Jacksonville, ITB Mobile,
ITB New York, ITB Philadelphia and USS Chartering.


“USSM” has the meaning
assigned to such term in the first paragraph of this Agreement.


“USSM Aggregate Interests”
has the meaning assigned to such term in Section 3.2.


“USSM Aggregate Liabilities”
shall mean all liabilities and obligations of the USS Subsidiaries and the USCS
Subsidiaries.


“USS Working Capital Assets”
has the meaning assigned to such term in Section 2.2.


“Vessel Management”
has the meaning assigned to such term in the first paragraph of this Agreement.


“Vessel Management LLC”
has the meaning assigned to such term in Item 1 of the third Recital to this
Agreement.


“Working Capital Assets”
has the meaning assigned to such term in Item 2 of the third Recital to this
Agreement.


“Working Capital Liabilities”
shall mean all of the obligations relating to the Working Capital Assets.


1.2           Recordation of Evidence of Ownership of Assets.  In connection with the conversions [and
dissolutions] under the applicable Acts that are referred to in the recitals to
this Agreement, the Parties acknowledge that certain jurisdictions in which the
assets of the applicable parties to such conversions [and dissolutions] are
located may require that documents be recorded by the entities resulting from
such conversions [and dissolutions] in order to evidence title to assets in
such entities.  All such documents shall
evidence such new ownership 


 


7

















 


and are not intended to
modify, and shall not modify, any of the terms, covenants and conditions herein
set forth.


ARTICLE II

THE OFFERING AND RELATED TRANSACTIONS


The Parties acknowledge
that each of the following actions is occurring immediately prior to the
completion of the transactions contemplated in Article III hereof.


2.1           [Conversion
of Vessel Management to Vessel Management LLC.  Vessel Management has
adopted a certificate of conversion under Section 266 of the DGCL and Section
18-214 of the Delaware LLC Act, and has filed a certificate of conversion and
certificate of formation with the Secretary of State of the State of Delaware
which filing shall convert (upon such filing or the effective time stated
therein) Vessel Management into Vessel Management LLC, having USS LLC as its sole member
and holder of 100% of
its membership interests.]


2.2             Distribution and Conveyance by the USS Subsidiaries to USS LLC of the
USS Working Capital Assets. 
Each of the USS Subsidiaries hereby grants, distributes, transfers,
assigns and conveys to USS LLC, its successors and assigns, for its and their
own use forever, all of its right, title and interest in and to the Working
Capital Assets (collectively, the “USS Working Capital Assets”), and USS
LLC hereby accepts the USS Working Capital Assets, subject to all matters to be
contained in the instruments of conveyance covering the USS Working Capital
Assets to evidence such distribution and conveyance, if any.


TO HAVE AND TO HOLD the
USS Working Capital Assets unto USS LLC, its successors and assigns, together
with all and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in this
Agreement, and in such instruments of conveyance forever.


2.3           Distribution and Conveyance by the USCS Subsidiaries to USCS LLC of the
USCS Working Capital Assets.  Each of the USCS Subsidiaries hereby grants, distributes,
transfers, assigns and conveys to USCS LLC, its successors and assigns, for its
and their own use forever, all of its right, title and interest in and to the
Working Capital Assets (collectively, the “USCS Working Capital Assets”), and
USCS LLC hereby accepts the USCS Working Capital Assets, subject to all matters
to be contained in the instruments of conveyance covering the USCS Working
Capital Assets to evidence such distribution and conveyance, if any.


TO HAVE AND TO HOLD the
USCS Working Capital Assets unto USCS LLC, its successors and assigns, together
with all and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in this
Agreement, and in such instruments of conveyance forever.


2.4           Distribution and Conveyance by USS LLC to USSM of the USS Working
Capital Assets.  USS
LLC hereby grants, distributes, transfers, assigns and conveys to USSM, its
successors and assigns, for its and their own use forever, all right, title and
interest of USS LLC in and to the USS Working Capital Assets, and USSM hereby
accepts the USS Working Capital Assets, subject to all matters to be contained
in the instruments of conveyance covering the USS Working Capital Assets to
evidence such distribution and conveyance, if any.


 


8

















 


TO HAVE AND TO HOLD the
USS Working Capital Assets unto USSM, its successors and assigns, together with
all and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement, and in
such instruments of conveyance forever.


2.5           Distribution and Conveyance by USCS LLC to USSM of the USCS Working
Capital Assets.  USCS
LLC hereby grants, distributes, transfers, assigns and conveys to USSM, its
successors and assigns, for its and their own use forever, all right, title and
interest of USCS LLC in and to the USCS Working Capital Assets, and USSM hereby
accepts the USCS Working Capital Assets, subject to all matters to be contained
in the instruments of conveyance covering the USCS Working Capital Assets to
evidence such distribution and conveyance, if any.


TO HAVE AND TO HOLD the
USCS Working Capital Assets unto USSM, its successors and assigns, together
with all and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in this
Agreement, and in such instruments of conveyance forever.


2.6           Contribution by USSM to GP LLC of an Interest in USS Chartering.  USSM hereby grants, contributes, transfers,
assigns and conveys to GP LLC, its successors and assigns, for its and their
own use forever, all of its right, title and interest in and to a portion of
its  membership interest in USS
Chartering equal to a 2% equity value of the MLP (the “USS Chartering Interest”),
and GP LLC hereby accepts the USS Chartering Interest.


TO HAVE AND TO HOLD the
USS Chartering Interest unto GP LLC, its successors and assigns, together with
all and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement,
forever.


2.7           Public Cash Contribution.  The Parties acknowledge the cash
contribution of the Offering Proceeds from the public through the Underwriters,
to the MLP in connection with the Offering in exchange for 6,100,000 Common
Units.


2.8           USSM
Agreement to Contribute. 
The Parties acknowledge USSM’s agreement to contribute the USSM
Aggregate Interests to the MLP immediately following the Offering, and USSM
acknowledges receipt of the following in exchange for its agreement to
contribute the USSM Aggregate Interests to the MLP: (a) 898,843 Common Units in
the MLP, (b) 5,347,892 Class A Subordinated Units in the MLP, (c) 1,650,951
Class B Subordinated Units in the MLP, (d) the assumption by the MLP of
approximately $193.8 million of USSM outstanding debt (before giving effect to
the use of $[102.2] million of proceeds from the Offering to pay a portion of
the Debt), and (e) $[0.2] million in cash in reimbursement for certain capital
expenditures made by USSM related to the assets being contributed hereby.


2.9           GP LLC
Agreement to Contribute. 
The Parties acknowledge GP LLC’s agreement to contribute the USS
Chartering Interest to the MLP immediately following the Offering, and GP LLC
acknowledges receipt of the following in exchange for its agreement to
contribute the USS Chartering Interest to the MLP as an additional contribution
to the capital of the MLP: (a) a continuation of GP LLC’s 2% general partner
interest in the MLP and (b) the Incentive Distribution Rights in the MLP.


 


9

















 


2.10         Amendment and Restatement of Existing Credit Facility.  The MLP, the OLLC and the USS Subsidiaries
and the USCS Subsidiaries have amended and restated the Existing Credit
Facility, pursuant to which the MLP, the OLLC and the USS Subsidiaries and the
USCS Subsidiaries are refinancing the Debt (such amended and restated credit
facility, and any extension, renewal or refinancing thereof, the “Bank
Credit Facility”) provided that Pioneer LLC is liable on only
$[2.5] million of the borrowings outstanding under the Bank Credit Facility on
the date hereof.


ARTICLE III

CONCURRENT TRANSACTIONS


The Parties acknowledge
that each of the following actions is occurring immediately following the
closing of the Offering and the completion of the actions set forth in Article
II above.


3.1           Contribution by GP LLC to the MLP of the USS Chartering Interest.  GP LLC hereby grants, contributes,
transfers, assigns and conveys to the MLP, its successors and assigns, for its
and their own use forever, all of the USS Chartering Interest, and the MLP
hereby accepts the USS Chartering Interest as an additional capital
contribution.


TO HAVE AND TO HOLD the
USS Chartering Interest unto the MLP, its successors and assigns, together with
all and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement,
forever.


3.2           Contribution by USSM to the MLP of its Remaining Interest in the USS
Subsidiaries and the USCS Subsidiaries.  USSM hereby grants, contributes, transfers,
assigns and conveys to the MLP, its successors and assigns, for its and their
own use forever, all of its remaining membership interests in the USS
Subsidiaries and the USCS Subsidiaries (collectively, the “USSM Aggregate Interests”),
and the MLP hereby accepts the USSM Aggregate Interests as an additional
contribution to the capital of the MLP.


TO HAVE AND TO HOLD the
USSM Aggregate Interests unto the MLP, its successors and assigns, together
with all and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in this
Agreement, forever.


3.3           Contribution by the MLP to the OLLC of All of Its Interests in the USS
Subsidiaries and the USCS Subsidiaries.  The MLP hereby grants, contributes,
transfers, assigns and conveys to the OLLC, its successors and assigns, for its
and their own use forever, all of its right, title and interest in and to its
100% membership interest in each of the USS Subsidiaries and the USCS
Subsidiaries (collectively, the “MLP Aggregate Interests”), and the
OLLC hereby accepts the MLP Aggregate Interests as a contribution to the
capital of the OLLC.


TO HAVE AND TO HOLD the
MLP Aggregate Interests unto the OLLC, its successors and assigns, together
with all and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in this
Agreement, forever.


3.4           MLP Receipt of Cash Contribution.  The MLP acknowledges receipt of the offering
proceeds in cash as a capital contribution to the MLP, and the Parties 


 


10

















 


acknowledge that the MLP
has used all of such capital contribution to (a) pay the Underwriters’
discounts and commissions (which may be withheld by the Underwriters from the
Offering Proceeds as payment thereof), (b) pay the approximately $[2.7] million
of Offering expenses incurred by the MLP, (c) distribute $[0.2] million in cash
to USSM to reimburse USSM for certain capital expenditures made by USSM related
to assets being contributed to the MLP by USSM pursuant to Article III, and (d)
make a capital contribution to the OLLC of the proceeds of the remaining
Offering Proceeds as described in Section 3.5 below.


3.5           OLLC Receipt of Cash Contribution. 
OLLC acknowledges receipt of $[117.7] million in cash as a capital
contribution from the MLP, and the parties acknowledge that the OLLC has used,
or will use, all of such capital contribution to (a) contribute $[102.2]
million to the USS Subsidiaries and the USCS Subsidiaries, which will use such
funds to repay $[102.2] million of the Debt, (b) provide $[14.5] million of
working capital, and (c) pay $[1.0 million] incurred in connection with
amending and restating the Existing Credit Facility.


3.6           Conveyance and Contribution by OLLC to Pioneer LLC of its Interest in Chemical
Chartering.  The OLLC
hereby grants, contributes, transfers, assigns and conveys to Pioneer LLC, its
successors and assigns, for its and their own use forever, all of its right,
title and interest in and to a portion of its membership interest in Chemical
Chartering (the “Chemical Chartering Interest”), and
Pioneer LLC hereby accepts the Chemical Chartering Interest.


TO HAVE AND TO HOLD the
Chemical Chartering Interest unto Pioneer LLC, its successors and assigns,
together with all and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in this
Agreement, forever.


3.7           Conversion of Pioneer LLC to USCS Chemical Pioneer Inc. 
Pioneer LLC has adopted a certificate of conversion
pursuant to Section 265 of the DGCL and Section 18-216 of the Delaware LLC
Act,  and has filed a certificate of
conversion and certificate of incorporation with the Secretary of State of the
State of Delaware which filings shall convert (upon such filing or the effective
time stated therein) Pioneer LLC into Chemical Pioneer, Inc., having the OLLC
as its sole stockholder.


3.8           Specific Conveyances.  To further evidence the contributions of the
Assets reflected in this Agreement, each party making such contribution may
have executed and delivered to the party receiving such contribution certain
conveyance, assignment and bill of sale instruments (the “Specific Conveyances”).  The Specific Conveyances shall evidence and
perfect such sale and contribution made by this Agreement and shall not
constitute a second conveyance of any assets or interests therein and shall be
subject to the terms of this Agreement.


ARTICLE IV

ASSUMPTION OF CERTAIN LIABILITIES


4.1           Assumption of USS Chartering Liabilities by GP LLC.  In connection with the contributions by USSM
of the USS Chartering Interest to GP LLC, as set forth in Section 2.6 above, GP
LLC hereby assumes and agrees to duly and timely pay, perform and discharge all
of the USS Chartering Liabilities, to the full extent that USSM has been
heretofore or would have been in the future obligated to pay, perform and
discharge the USS Chartering Liabilities were it not for the execution and
delivery of this Agreement; provided, however, that said assumption and
agreement to duly and timely pay, perform and discharge the USS Chartering
Liabilities shall not (a) increase the obligation of GP LLC with respect to the
USS Chartering Liabilities 


 


11

















 


beyond that of USSM, (b)
waive any valid defense that was available to USSM with respect to the USS
Chartering Liabilities or (c) enlarge any rights or remedies of any third party
under any of the USS Chartering Liabilities.


4.2           Assumption of  USS Chartering Liabilities by the
MLP.  In connection with
the contributions by GP LLC to the MLP of the USS Chartering Interest as set
forth in Section 3.1 above, the MLP hereby assumes and agrees to duly and
timely pay, perform and discharge all of the USS Chartering Liabilities, to the
full extent that GP LLC has been heretofore or would have been in the future
obligated to pay, perform and discharge such obligations and liabilities were
it not for the execution and delivery of this Agreement; provided, however,
that said assumption and agreement to duly and timely pay, perform and
discharge the USS Chartering Liabilities shall not (a) increase the obligation
of the MLP with respect to the USS Chartering Liabilities beyond that of GP
LLC, (b) waive any valid defense that was available to GP LLC with respect to
the USS Chartering Liabilities or (c) enlarge any rights or remedies of any
third party under any of the USS Chartering Liabilities.


4.3           Assumption of USSM Aggregate Liabilities by the MLP.  In connection with the contributions by USSM
to the MLP of the USSM Aggregate Interests as set forth in Section 3.2 above,
the MLP hereby assumes and agrees to duly and timely pay, perform and discharge
all of the USSM Aggregate Liabilities, to the full extent that USSM has been
heretofore or would have been in the future obligated to pay, perform and
discharge such obligations and liabilities were it not for the execution and
delivery of this Agreement; provided, however, that said assumption and
agreement to duly and timely pay, perform and discharge the USSM Aggregate
Liabilities shall not (a) increase the obligation of the MLP with respect to
the USSM Aggregate Liabilities beyond that of USSM, (b) waive any valid defense
that was available to USSM with respect to the USSM Aggregate Liabilities or
(c) enlarge any rights or remedies of any third party under any of the USSM
Aggregate Liabilities.


4.4           Assumption of MLP  Aggregate Liabilities by the OLLC.  In connection with the contribution by the
MLP to the OLLC of the MLP Aggregate Interests as set forth in Section 3.3 above,
the OLLC hereby assumes and agrees to duly and timely pay, perform and
discharge all of the MLP Aggregate Liabilities, to the full extent that the MLP
has been heretofore or would have been in the future obligated to pay, perform
and discharge such obligations and liabilities were it not for the execution
and delivery of this Agreement; provided, however, that said assumption and
agreement to duly and timely pay, perform and discharge the MLP Aggregate
Liabilities shall not (a) increase the obligation of the OLLC with respect to
the MLP Aggregate Liabilities beyond that of the MLP, (b) waive any valid
defense that was available to the MLP with respect to the MLP Aggregate
Liabilities or (c) enlarge any rights or remedies of any third party under any
of the MLP Aggregate Liabilities.


4.5           General Provisions Relating to Assumption of Liabilities.  Notwithstanding anything to the contrary
contained in this Agreement including, without limitation, the terms and
provisions of this Article IV, none of the Parties shall be deemed to have
assumed, and none of the Assets have been or are being contributed subject to,
(a) any liens or security interests securing consensual indebtedness covering
any of the Assets, except for liens and security interests securing borrowings
under the Existing Credit Facility and the Bank Credit Facility, and all such
liens and security interests (except such liens securing borrowing under the
Bank Credit 


 


12

















 


Facility) shall be deemed
to be excluded from the assumptions of liabilities made under this Article IV
or (b) any of the liabilities covered by the indemnities set forth in the
Omnibus Agreement to the extent such liabilities are covered by such
indemnities, and all such liabilities shall be deemed to be excluded from the
assumptions of liabilities made under this Article IV to the extent that such
liabilities are covered by such indemnities.


ARTICLE V

ADDITIONAL TRANSACTION


5.1           Exercise of the Over-Allotment Option.  The Parties acknowledge that
in the event the Underwriters exercise their over-allotment option, the MLP
shall use any net proceeds therefrom to redeem from USSM a number of Common
Units held by USSM equal to the number of Common Units issued upon exercise of
the over-allotment option, at a price per Common Unit equal to the net proceeds
per Common Unit received by the MLP after underwriting discounts and
commissions but before other expenses.


ARTICLE VI

TITLE MATTERS


6.1           Encumbrances.


(a)           Except to the extent provided in
Article IV or any other document executed in connection with this
Agreement or the Offering including, without limitation, the Omnibus Agreement,
the contribution and conveyance (by operation of law or otherwise) of the
various physical assets as reflected in this Agreement (collectively, the “Assets”)
are made expressly subject to all recorded encumbrances, agreements, defects,
restrictions, and adverse claims covering the respective Assets and all laws,
rules, regulations, ordinances, judgments and orders of governmental
authorities or tribunals having or asserting jurisdiction over the Assets and
operations conducted thereon or therewith, in each case to the extent the same
are valid and enforceable and affect the Assets, including, without limitation,
(i) all matters that a visual inspection of the Assets would reflect, (ii) the
applicable liabilities assumed in Article IV, and (iii) all matters contained
in the Specific Conveyances.


(b)           To the extent that certain
jurisdictions in which the Assets are located may require that documents be
recorded in order to evidence the transfers of title reflected in this
Agreement, then the provisions set forth in Section 6.1(a) immediately above
shall also be applicable to the conveyances under such documents.


6.2           Disclaimer of Warranties; Subrogation; Waiver of Bulk Sales
Laws.


(a)           EXCEPT TO THE EXTENT PROVIDED IN ANY
OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE
OFFERING INCLUDING, WITHOUT LIMITATION THE OMNIBUS AGREEMENT, THE PARTIES
ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE, AND
EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR
CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR 


 


13

















 


WRITTEN, PAST OR PRESENT,
REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS INCLUDING,
WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY,
INCLUDING THE PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON THE
ASSETS, (B) THE INCOME TO BE DERIVED FROM THE ASSETS, (C) THE SUITABILITY OF
THE ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON,
(D) THE COMPLIANCE OF OR BY THE ASSETS OR THEIR OPERATION WITH ANY LAWS
(INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION
OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE
HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE ASSETS. 
EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING, WITHOUT
LIMITATION, THE OMNIBUS AGREEMENT.  THE
PARTIES ACKNOWLEDGE AND AGREE THAT EACH HAS HAD THE OPPORTUNITY TO INSPECT THE
RESPECTIVE ASSETS, AND EACH IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE
RESPECTIVE ASSETS AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY ANY
OF THE PARTIES.  EXCEPT TO THE EXTENT
PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS
AGREEMENT OR THE OFFERING INCLUDING, WITHOUT LIMITATION, THE OMNIBUS AGREEMENT,
NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS FURNISHED BY ANY AGENT,
EMPLOYEE, SERVANT OR THIRD PARTY. 
EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR
DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING, WITHOUT
LIMITATION, THE OMNIBUS AGREEMENT, EACH OF THE PARTIES ACKNOWLEDGES THAT TO THE
MAXIMUM EXTENT PERMITTED BY LAW, THE CONTRIBUTION OF THE ASSETS AS PROVIDED FOR
HEREIN IS MADE IN AN “AS IS”, “WHERE IS” CONDITION WITH ALL FAULTS, AND THE
ASSETS ARE CONTRIBUTED AND CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN
THIS SECTION.  THIS SECTION SHALL
SURVIVE SUCH CONTRIBUTION AND CONVEYANCE OR THE TERMINATION OF THIS AGREEMENT.  THE PROVISIONS OF THIS SECTION HAVE BEEN
NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A
COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER
EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE ASSETS THAT MAY ARISE
PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET
FORTH IN THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN
CONNECTION WITH THIS AGREEMENT OR THE OFFERING, INCLUDING, WITHOUT LIMITATION,
THE OMNIBUS AGREEMENT.


(b)           To the extent that certain
jurisdictions in which the Assets are located may require that documents be
recorded in order to evidence the transfers of title reflected in this
Agreement, then the disclaimers set forth in Section 6.2(a) immediately above
shall also be applicable to the conveyances under such documents.


 


14

















 


(c)           The contributions of the Assets made
under this Agreement are made with full rights of substitution and subrogation
of the respective parties receiving such contributions, and all persons
claiming by, through and under such parties, to the extent assignable, in and
to all covenants and warranties by the predecessors-in-title of the parties
contributing the Assets, and with full subrogation of all rights accruing under
applicable statutes of limitation and all rights of action of warranty against
all former owners of the Assets.


(d)           Each of the Parties agrees that the
disclaimers contained in this Section 6.2 are “conspicuous” disclaimers.  Any covenants implied by statute or law by
the use of the words “grant,” “convey,” “bargain,” “sell,” “assign,”
“transfer,” “deliver,” or “set over” or any of them or any other words used in
this Agreement or any exhibits hereto are hereby expressly disclaimed, waived
or negated.


(e)           Each of the Parties hereby waives compliance
with any applicable bulk sales law or any similar law in any applicable
jurisdiction in respect of the transactions contemplated by this Agreement.


ARTICLE VII

FURTHER ASSURANCES


7.1           Further Assurances.  From time to time after the date hereof, and
without any further consideration, the Parties agree to execute, acknowledge
and deliver all such additional deeds, assignments, bills of sale, conveyances,
instruments, notices, releases, acquittances and other documents, and will do
all such other acts and things, all in accordance with applicable law, as may
be necessary or appropriate (a) more fully to assure that the applicable
Parties own all of the properties, rights, titles, interests, estates,
remedies, powers and privileges granted by this Agreement, or which are
intended to be so granted, (b) more fully and effectively to vest in the
applicable Parties and their respective successors and assigns beneficial and
record title to the interests contributed and assigned by this Agreement or
intended so to be and (c) to more fully and effectively carry out the purposes
and intent of this Agreement.


7.2           Power of Attorney.  Each Party that has conveyed
any Assets (the “Conveyed Assets”) as reflected by this
Agreement (collectively, the “Conveying
Parties”) hereby constitutes and appoints GP LLC (the “Attorney-in-Fact”) its true and lawful
attorney-in-fact with full power of substitution for it and in its name, place
and stead or otherwise on behalf of the applicable Conveying Party and its
successors and assigns, and for the benefit of the Attorney-in-Fact to demand
and receive from time to time the Conveyed Assets contributed and to execute in
the name of the applicable Conveying Party and its successors and assigns
instruments of conveyance, instruments of further assurance and to give
receipts and releases in respect of the same, and from time to time to
institute and prosecute in the name of the applicable Conveying Party for the
benefit of the Attorney-in-Fact, any and all proceedings at law, in equity or
otherwise which the Attorney-in-Fact may deem proper in order to
(i) collect, assert or enforce any claims, rights or titles of any kind in
and to the Conveyed Assets, (ii) defend and compromise any and all
actions, suits or proceedings in respect of any of the Conveyed Assets, and
(iii) do any and all such acts and things in furtherance of this Agreement
as the Attorney-in-Fact shall deem advisable. 
Each Conveying Party hereby declares that the appointment hereby made
and the powers hereby granted are coupled with an interest and are 


 


15

















 


and
shall be irrevocable and perpetual and shall not be terminated by any act of
any Conveying Party or its successors or assigns or by operation of law.


7.3           Other Assurances.  From time to time after the date hereof, and
without any further consideration, each of the Parties shall execute,
acknowledge and deliver all such additional instruments, notices and other
documents, and will do all such other acts and things, all in accordance with
applicable law, as may be necessary or appropriate to more fully and
effectively carry out the purposes and intent of this Agreement.  It is the express intent of the Parties that
the MLP or its subsidiaries own all assets necessary to operate the assets that
are identified in this Agreement and in the Registration Statement.  To the extent any assets were not identified
but are necessary to the operation of assets that were identified, then the
intent of the Parties is that all such unidentified assets are intended to be
conveyed to the appropriate members of the Partnership Group.  To the extent such assets are identified at
a later date, the Parties shall take the appropriate actions required in order
to convey all such assets to the appropriate members of the Partnership
Group.  Likewise, to the extent that
assets are identified at a later date that were not intended by the parties to
be conveyed as reflected in the Registration Statement, the Parties take the
appropriate actions required in order to convey all such assets to the
appropriate party.


ARTICLE VIII

MISCELLANEOUS


8.1           Order of Completion of Transactions.  The transactions provided for in Articles
II, III, IV and V of this Agreement shall be completed on the Effective Date in
the following order:


First, the
transactions provided for in Article II shall be completed in the order set
forth therein;


Second, the
transactions provided for in Articles III and IV shall be completed in the
order set forth therein; and


Fourth, the transactions
provided for in Article V shall be completed in the order set forth therein.


8.2           Consents; Restriction on Assignment.  If there are prohibitions against or
conditions to the contribution and conveyance of one or more of the Assets
without the prior written consent of third parties, including, without
limitation, governmental agencies (other than consents of a ministerial nature
which are normally granted in the ordinary course of business), which if not
satisfied would result in a breach of such prohibitions or conditions or would
give an outside party the right to terminate rights of the Party to whom the
applicable Assets were 


 


16

















 


intended to be conveyed
(the “Beneficial
Owner”) with respect to such portion of the Assets (herein
called a “Restriction”), then any provision contained in this
Agreement to the contrary notwithstanding, the transfer of title to or interest
in each such portion of the Assets (herein called the “Restriction Asset”)
pursuant to this Agreement shall not become effective unless and until such
Restriction is satisfied, waived or no longer applies.  When and if such a Restriction is so
satisfied, waived or no longer applies, to the extent permitted by applicable
law and any applicable contractual provisions, the assignment of the
Restriction Asset subject thereto shall become effective automatically as of
the Effective Time, without further action on the part of any Party.  Each of the applicable Parties that were
involved with the conveyance of a Restriction Asset agree to use their
reasonable best efforts to obtain on a timely basis satisfaction of any
Restriction applicable to any Restriction Asset conveyed by or acquired by any
of them.  The description of any portion
of the Assets as a “Restriction Asset” shall not be construed as an admission
that any Restriction exists with respect to the transfer of such portion of the
Assets.  In the event that any
Restriction Asset exists, the applicable Party agrees to continue to hold such
Restriction Asset in trust for the exclusive benefit of the applicable Party to
whom such Restriction Asset was intended to be conveyed and to otherwise use
its reasonable best efforts to provide such other Party with the benefits
thereof, and the party holding such Restriction Asset will enter into other
agreements, or take such other action as it may deem necessary, in order to
ensure that the applicable Party to whom such Restriction Asset was intended to
be conveyed has the assets and concomitant rights necessary to enable the
applicable Party to operate such Restriction Asset in all material respects as
it was operated prior to the Effective Time.


8.3           Costs. 
The MLP shall pay all sales, use and similar taxes arising out of the
contributions, conveyances and deliveries to be made hereunder, and shall pay
all documentary, filing, recording, transfer, deed, and conveyance taxes and
fees required in connection therewith. In addition, the MLP shall be
responsible for all costs, liabilities and expenses (including court costs and
reasonable attorneys’ fees) incurred in connection with the satisfaction or
waiver of any Restriction pursuant to Section 8.2 to the extent such
Restriction was disclosed to the MLP on or before the Effective Date.


8.4           Headings; References; Interpretation.  All Article and Section headings in this
Agreement are for convenience only and shall not be deemed to control or affect
the meaning or construction of any of the provisions hereof.  The words “hereof,” “herein” and “hereunder”
and words of similar import, when used in this Agreement, shall refer to this
Agreement as a whole, including without limitation, all Schedules attached
hereto, and not to any particular provision of this Agreement.  All references herein to Articles, Sections,
and Schedules shall, unless the context requires a different construction, be
deemed to be references to the Articles, Sections and Schedules of this
Agreement, respectively, and all such Schedules attached hereto are hereby
incorporated herein and made a part hereof for all purposes.  All personal pronouns used in this
Agreement, whether used in the masculine, feminine or neuter gender, shall
include all other genders, and the singular shall include the plural and vice
versa.  The use herein of the word
“including” following any general statement, term or matter shall not be
construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not non-limiting language (such as “without limitation,”
“but not limited to,” or words of similar import) is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that
could reasonably fall within the broadest possible scope of such general
statement, term or matter.


 


17

















 


8.5           Successors and Assigns.  The Agreement shall be binding upon and
inure to the benefit of the parties signatory hereto and their respective
successors and assigns.


8.6           No Third Party Rights.  The provisions of this Agreement are
intended to bind the parties signatory hereto as to each other and are not
intended to and do not create rights in any other person or confer upon any
other person any benefits, rights or remedies and no person is or is intended
to be a third party beneficiary of any of the provisions of this Agreement.


8.7           Counterparts.  This Agreement may be executed in any number
of counterparts, all of which together shall constitute one agreement binding
on the parties hereto.


8.8           Governing Law.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts made and to be performed wholly within such state without giving
effect to conflict of law principles thereof, except to the extent that it is
mandatory that the law of some other jurisdiction, wherein the Assets are
located, shall apply.


8.9           Severability.  If any of the provisions of this Agreement
are held by any court of competent jurisdiction to contravene, or to be invalid
under, the laws of any political body having jurisdiction over the subject
matter hereof, such contravention or invalidity shall not invalidate the entire
Agreement.  Instead, this Agreement
shall be construed as if it did not contain the particular provision or
provisions held to be invalid, and an equitable adjustment shall be made and
necessary provision added so as to give effect to the intention of the Parties
as expressed in this Agreement at the time of execution of this Agreement.


8.10         Deed; Bill of Sale; Assignment.  To the extent required and permitted by
applicable law, this Agreement shall also constitute a “deed,” “bill of sale”
or “assignment” of the Assets.


8.11         Amendment or Modification.  This Agreement may be amended or modified
from time to time only by the written agreement of all the Parties hereto and
affected thereby.


8.12         Integration.  This Agreement and the instruments
referenced herein supersede all previous understandings or agreements among the
Parties, whether oral or written, with respect to its subject matter.  This Agreement and such instruments contain
the entire understanding of the Parties with respect to the subject matter
hereof and thereof.  No understanding,
representation, promise or agreement, whether oral or written, is intended to
be or shall be included in or form part of this Agreement unless it is
contained in a written amendment hereto executed by the Parties hereto after
the date of this Agreement.


 


18

















 


IN WITNESS WHEREOF, this
Agreement has been duly executed by the parties hereto as of the date first
above written.


	
   

  	
  UNITED STATES SHIPPING MASTER LLC, a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “USSM”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


	
   

  	
  US SHIPPING GENERAL PARTNER LLC, a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “GP LLC”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


	
   

  	
  U.S. SHIPPING PARTNERS L.P., a Delaware limited
  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “MLP”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 

















 


	
   

  	
  U.S. SHIPPING OPERATING LLC, a Delaware limited 

  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “OLLC”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


	
   

  	
  UNITED STATES SHIPPING LLC, a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “USS LLC”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


	
   

  	
  UNITED STATES CHEMICAL SHIPPING LLC, a Delaware
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “USCS LLC”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


	
   

  	
  USCS CHEMICAL CHARTERING LLC, a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Chemical Chartering”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 

















 


	
   

  	
  USS CHARTERING LLC, a Delaware limited liability
  company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “USSl Chartering”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


	
   

  	
  ITB BALTIMORE LLC, a Delaware limited liability
  company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “ITB Baltimore”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


	
   

  	
  ITB GROTON LLC, a Delaware limited liability
  company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “ITB Groton”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 

















 


	
   

  	
  ITB JACKSONVILLE LLC, a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “ITB Jacksonville”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


	
   

  	
  ITB MOBILE LLC, a Delaware limited liability
  company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “ITB Mobile”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


	
   

  	
  ITB NEW YORK LLC, a Delaware limited liability
  company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “ITB New York”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


	
   

  	
  USCS CHARLESTON LLC, a Delaware limited liability
  company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Charleston LLC”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 

















 


	
   

  	
  USS VESSEL MANAGEMENT INC., a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Vessel Management”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 


	
   

  	
  USCS CHEMICAL PIONEER LLC, a Delaware limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Pioneer LLC”