Exhibit 10.1
February 9, 2009
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Each of the Borrowers and Loan
Parties
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party to the Credit Agreement identified
below
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c/o U.S. Shipping Partners
L.P.
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399 Thornall Street
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Edison, NJ 08837
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Re: Extension of Waiver and
Fourth Amendment and Forbearance Agreement
Ladies and Gentlemen:
Reference
is made to (i) the Third Amended and Restated Credit Agreement,
dated as of August 7, 2006, entered into by and among U.S. Shipping
Partners, L.P. (“ MLP ”), U.S. Shipping
Operating LLC, 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 Charleston Chartering LLC, USCS ATB
LLC, USS ATB 1 LLC, USS ATB 2 LLC, USCS Sea Venture LLC, USS M/V
Houston LLC, U.S. Shipping Finance Corp., USS JV Manager Inc., USS
PC Holding Corp., and USS Product Manager LLC (collectively, the
“ Borrowers ”), the various financial
institutions as are or may become parties to the Credit Agreement
as hereinafter defined (collectively, the “ Lenders
”), Canadian Imperial Bank of Commerce, as Letter of Credit
Issuer, Canadian Imperial Bank of Commerce (“ CIBC
”), as administrative agent for the Lenders (in such
capacity, the “ Administrative Agent ”), Lehman
Commercial Paper Inc., as the syndication agent for the Lenders (in
such capacity, the “ Syndication Agent ”), and
Keybank National Association, as collateral agent (in such
capacity, the “ Collateral Agent ”) for the
Secured Parties (as defined therein), as amended to date (as the
same may be further amended, restated, or otherwise modified from
time to time, the “ Credit Agreement ”), (ii)
the Waiver and Fourth Amendment to Third Amended and Restated
Credit Agreement, dated as of October 20, 2008, among the
Borrowers, the Administrative Agent, the Collateral Agent, the
Syndication Agent and the Lenders party thereto (as amended by the
Extension Letter (defined below), the “ Amendment
”), (iii) the Extension of Waiver and Fourth Amendment, dated
January 21, 2009, among the Administrative Agent, the Syndication
Agent, the Collateral Agent, and the Lenders party thereto (the
“ Extension Letter ”), and (iv) the Forbearance
Agreement, dated as of December 30, 2008, by and among the
Borrowers, the Lenders party thereto, the Administrative Agent, the
Syndication Agent, and the Collateral Agent (the “
Forbearance Agreement ”). Any term used herein and not
otherwise defined herein shall have the meaning assigned to such
term in the Credit Agreement.
The
parties hereby agree that:
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(i)
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Section 12 of the Amendment is
hereby amended by deleting the reference to “February 10,
2009” appearing in the second line thereof and replacing such
reference with “the earlier of (i) February 20, 2009 and (ii)
the date on which the Borrowers make an interest payment in respect
of the Senior Notes”;
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(ii)
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Section 2 of the Forbearance
Agreement is hereby amended by deleting the reference to
“February 10, 2009” appearing in the thirteenth line
thereof and replacing such reference with “the earlier of (i)
February 20, 2009 and (ii) the date on which the Borrowers make an
interest payment in respect of the Senior Notes”;
and
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(ii)
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all other terms and obligations
set for
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