of the Credit
Agreement.
[Signatures on following pages]
Exhibit I-2 - 10
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of the day
and year first above written.
GRANTOR:
[ITB BALTIMORE LLC]
[ITB GROTON LLC]
[ITB JACKSONVILLE LLC]
[ITB MOBILE LLC]
[ITB NEW YORK LLC]
[ITB PHILADELPHIA LLC]
[USS CHARTERING LLC]
[USCS CHEMICAL CHARTERING LLC]
[USCS CHEMICAL PIONEER INC.]
[USCS CHARLESTON LLC]
[USCS ATB LLC]
[U.S. SHIPPING PARTNERS L.P.]
[U.S. SHIPPING OPERATING LLC] [USCS CHARLESTON CHARTERING LLC]
[USS M/V HOUSTON LLC]
[USCS SEA VENTURE LLC]
[USS ATB 1 LLC]
[USS ATB 2 LLC]
By:
/s/
Name:
Title:
Exhibit I-2 - 11
[AMENDMENT TO [COMPANY NAME] SECURITY AGREEMENT]
COLLATERAL AGENT:
KEYBANK NATIONAL ASSOCIATION
By:
/s/ Thomas Rajan
Name:
Thomas Rajan
Title:
Senior Vice President
Exhibit I-2 - 12
[AMENDMENT TO [COMPANY NAME] SECURITY AGREEMENT]
EXHIBIT J
[FORM OF] FIRST AMENDMENT TO GUARANTY
THIS FIRST AMENDMENT TO GUARANTY (this "First Amendment"), dated as of
August 7, 2006, made by [USCS CHEMICAL CHARTERING LLC] [USCS CHEMICAL PIONEER
INC.], a Delaware [limited liability company] [corporation] (together with its
permitted successors and assigns, the "Guarantor"), in favor of KEYBANK NATIONAL
ASSOCIATION, as Collateral Agent under the Credit Agreement referred to below
(in such capacity, together with its successors and assigns, the "Collateral
Agent") for the benefit of the Secured Parties (as defined below).
W I T N E S S E T H:
WHEREAS, Guarantor [(as successor-by-conversion to USCS Chemical
Pioneer LLC)],1 U.S. Shipping Partners L.P., a Delaware limited partnership,
[USCS Chemical Pioneer Inc., a Delaware corporation (as successor-by-conversion
to USCS Chemical Pioneer LLC),]2 U.S. Shipping Operating LLC, USS Chartering
LLC, USCS Charleston Chartering LLC,
ITB Baltimore LLC, ITB Groton LLC, ITB
Jacksonville LLC, ITB Mobile LLC, ITB New York LLC, ITB Philadelphia LLC, [USCS
Chemical Chartering LLC,]3 USCS Charleston LLC, USCS ATB LLC, each a Delaware
limited liability company (collectively, the "Original Borrowers" and
individually, an "Original Borrower") have heretofore entered into that certain
Second Amended and Restated Credit Agreement, dated as of November 3, 2004 (the
"Existing Credit Facility"), by and among the Original Borrowers, the commercial
lending institutions parties thereto (the "Existing Lenders"), CIBC, as
administrative agent and letter of credit issuer, and KeyBank National
Association as collateral agent, pursuant to which the Original Borrowers have
obtained commitments from the Existing Lenders pursuant to which loans were made
from time to time;
WHEREAS, in connection with the Existing Credit Facility, the
Guarantor has heretofore executed and delivered that certain Guaranty dated as
of November 3, 2004 in favor of the Collateral Agent for the "Secured Parties"
therein identified (the "Guaranty");
WHEREAS, the Existing Credit Facility is being amended and restated
contemporaneously herewith pursuant to a Third Amended and Restated Credit
Agreement, dated as of August 7, 2006 (together with all amendments,
supplements, restatements and other modifications, if any, from time to time
thereafter made thereto, the "Credit Agreement"), by and among Guarantor, the
other