Execution in Counterparts, Effectiveness, etc
SECTION 10.9.
Governing Law; Entire Agreement
vi
SECTION 10.10.
Successors and Assigns
SECTION 10.11.
Sale and Transfer of Loans and Notes; Participations in Loans and Notes
SECTION 10.11.1.
Assignments
SECTION 10.11.2.
Participations
SECTION 10.12.
Confidentiality
SECTION 10.13.
Other Transactions
SECTION 10.14.
Forum Selection and Consent to Jurisdiction
SECTION 10.15.
Waiver of Jury Trial
SECTION 10.16.
Joint and Several Obligations
SECTION 10.17.
Delivery of Lender Addenda
SECTION 10.18.
Assumption, Renewal and Continuation of Existing Indebtedness
SECTION 10.19.
Releases with Respect to Exiting Borrowers
vii
SCHEDULE I
-
Disclosure Schedule
SCHEDULE II
-
Description of Vessels
EXHIBIT A
-
Form of Revolving Note
EXHIBIT B
-
Form of Term Note
EXHIBIT C
-
Form of Borrowing Request
EXHIBIT D
-
Form of Continuation/Conversion Notice
EXHIBIT E
-
Form of Lender Assignment Agreement
EXHIBIT F-1
-
Form of Opinion of Counsel to the Borrower
EXHIBIT F-2
-
Form of Opinion of Special Counsel to the Borrower
EXHIBIT G
-
Form of Amended and Restated Mortgage
EXHIBIT H
-
Form of Pledge Agreement
EXHIBIT I-1
-
Form of Security Agreement
EXHIBIT I-2
-
Form of Amendment to Security Agreement
EXHIBIT J
-
Form of Guaranty
EXHIBIT K-1
-
Form of Omnibus Acknowledgment of Third Party Agreements
EXHIBIT K-2
-
Form of Third Party Consent (Charters)
EXHIBIT K-3
-
Form of Acknowledgment to Third Party Consent (Charters)
EXHIBIT L
-
Form of Amended and Restated Cash Collateral Control Agreement
EXHIBIT M
-
Form of Solvency Certificate
EXHIBIT N
-
Form of Additional Lender Certificate
EXHIBIT O
-
Form of Lender Addendum Agreement
EXHIBIT P
-
Form of Exemption Certificate
EXHIBIT Q
-
Projections
EXHIBIT R
-
Form of General Partner Letter
viii
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 3, 2004,
among U.S. SHIPPING PARTNERS L.P., a Delaware limited partnership (the "MLP"),
U.S. SHIPPING OPERATING LLC, a Delaware limited liability company ("Operating
LLC"), ITB BALTIMORE LLC, a Delaware limited liability company, ITB GROTON LLC,
a Delaware limited liability company, ITB JACKSONVILLE LLC, a Delaware limited
liability company, ITB MOBILE LLC, a Delaware limited liability company, ITB NEW
YORK LLC, a Delaware limited liability company, ITB PHILADELPHIA LLC, a Delaware
limited liability company, USS CHARTERING LLC, a Delaware limited liability
company ("Charter LLC"), USCS CHEMICAL CHARTERING LLC, a Delaware limited
liability company ("Chemical Chartering"), USCS CHEMICAL PIONEER LLC, a Delaware
limited liability company ("Chemical Pioneer"), USCS CHARLESTON LLC, a Delaware
limited liability company ("Charleston"), USCS CHARLESTON CHARTERING LLC, a
Delaware limited liability company ("USCS Chartering"), USCS ATB LLC, a Delaware
limited liability company ("ATB LLC") (each of the foregoing being individually
called a "Borrower" and collectively, the "Borrowers"), the various financial
institutions as are or may become parties hereto (collectively, the "Lenders"),
CANADIAN IMPERIAL BANK OF COMMERCE, as Letter of Credit Issuer, CANADIAN
IMPERIAL BANK OF COMMERCE ("CIBC"), as administrative agent (in such capacity
together with its successors in such capacity, the "Administrative Agent") for
the Lenders, KEYBANK