February 20, 2009 Each of the Borrowers and Loan Parties party to the Credit Agreement identified below c/o U.S. Shipping Partners L.P.

Exhibit 10.1

February 20, 2009

Each of the Borrowers and Loan Parties

  party to the Credit Agreement identified below

c/o U.S. Shipping Partners L.P.

000 Xxxxxxxx Xxxxxx

Xxxxxx, XX 00000

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”), Xxxxxx 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”), (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”), and (v) the Extension of Waiver and Fourth Amendment and Forbearance Agreement, dated as of February 9, 2009, by and among the Administrative Agent, the Syndication Agent, the Collateral Agent, and the Lenders party thereto (the “Second Extension Letter”). 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:

	(i)	Section 12 of the Amendment is hereby amended by deleting the reference to “February 20, 2009” appearing in the second line thereof and replacing such reference with “the earlier of (i) February 27, 2009 and (ii) the date on which the Borrowers make an interest payment in respect of the Senior Notes”;
	(ii)	Section 2 of the Forbearance Agreement is hereby amended by deleting the reference to “February 20, 2009” appearing in the thirteenth line thereof and replacing such reference with “the earlier of (i) February 27, 2009 and (ii) the date on which the Borrowers make an interest payment in respect of the Senior Notes”; and
	(ii)	all other terms and obligations set forth in the Amendment and the Forbearance Agreement shall remain in full force and effect.

          This letter agreement (the “Letter Agreement”) shall become effective as of the date first above written upon receipt by the Administrative Agent of duly executed counterparts of this Letter Agreement from the Borrowers, the Administrative Agent, the Letter of Credit Issuer and the Majority Lender.

          This Letter Agreement may be executed by the parties hereto in several counterparts, each of which shall be an original and all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Letter Agreement.

          Nothing contained in this Letter Agreement shall constitute a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document. Except to the extent hereby amended, waived or modified, nothing contained in this Letter Agreement shall constitute an amendment, modification or waiver of such documents.

          THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Letter Agreement is a Loan Document executed pursuant to the Credit Agreement and shall be construed and administered in accordance with all of the terms and provisions of the Credit Agreement.

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          This letter shall be governed by and construed in accordance with the laws of the State of New York.

	AGENTS AND LENDERS:
	CANADIAN IMPERIAL BANK OF COMMERCE, as Administrative Agent and Letter of Credit Issuer
	By:	/s/
		Name:
		Title:
	XXXXXX COMMERCIAL PAPER INC., as Syndication Agent and Lender
	By:	/s/
		Name:
		Title:
	KEYBANK NATIONAL ASSOCIATION, as Collateral Agent
	By:	/s/
		Name:
		Title:
	______________________________________________,
	as Lender
	By:	/s/
		Name:
		Title:

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ACCEPTED AND AGREED:

BORROWERS:
U.S. SHIPPING PARTNERS L.P.
By:	US Shipping General Partner LLC, its General Partner
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
U.S. SHIPPING OPERATING LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
ITB BALTIMORE LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
ITB GROTON LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
ITB JACKSONVILLE LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
ITB MOBILE LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer

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ITB NEW YORK LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
ITB PHILADELPHIA LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
USS CHARTERING LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
USCS CHEMICAL CHARTERING LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
USCS CHEMICAL PIONEER INC.
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
USCS CHARLESTON CHARTERING LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
USCS CHARLESTON LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer

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USCS ATB LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
USCS ATB 1 LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
USCS ATB 2 LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
USCS SEA VENTURE LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
USS M/V HOUSTON LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
U.S. SHIPPING FINANCE CORP.
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
USS PRODUCT MANAGER LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer

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USS JV MANAGER INC.
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
USS PC HOLDING CORP.
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer

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GUARANTORS:
USS ATB 3 LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer
USS ATB 4 LLC
By:	/s/ Xxxxxx X. X’Xxxxxx
Name:	Xxxxxx X. X’Xxxxxx
Title:	Chief Executive Officer

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