U.S. SHIPPING PARTNERS, L.P. AND U.S. SHIPPING FINANCE CORP. AS ISSUERS and EACH OF THE GUARANTORS PARTY HERETO 13% SENIOR SECURED NOTES DUE 2014Indenture • August 9th, 2006 • U.S. Shipping Partners L.P. • Water transportation • New York
INDENTURE dated as of August 7, 2006 between U.S. Shipping Partners, L.P., a Delaware limited partnership (the “Company”), U.S. Shipping Finance Corp., a Delaware corporation (“Finance Corp.”, and together with the Company, the “Issuers”), each entity listed on Schedule I hereto (each a “Guarantor”, and collectively, the “Guarantors”) and Wells Fargo Bank, N.A., a national banking association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT Dated as of August 7, 2006, by and among as the Issuers each of the Guarantors party hereto and Lehman Brothers Inc. and CIBC World Markets Corp. as the Initial PurchasersRegistration Rights Agreement • August 9th, 2006 • U.S. Shipping Partners L.P. • Water transportation • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 7, 2006, by and among U.S. Shipping Partners L.P., a Delaware limited partnership (together with any successor entity, herein referred to as the “Company”), U.S. Shipping Finance Corp., a Delaware corporation (“Finance Corp.”, and together with the Company, (the “Issuers”), each entity listed on Schedule I hereto (each a “Guarantor”, and collectively, the “Guarantors”), Lehman Brothers Inc. and CIBC World Markets Corp. (each an “Initial Purchaser”, and collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ $100,000,000 aggregate principal amount of 13% Senior Secured Notes due 2014 (the “Notes”) pursuant to the Purchase Agreement (as defined below).
COMMON UNIT AND CLASS B UNIT PURCHASE AGREEMENT BY AND AMONG AND THE PURCHASERSCommon Unit and Class B Unit Purchase Agreement • August 9th, 2006 • U.S. Shipping Partners L.P. • Water transportation • New York
COMMON UNIT AND CLASS B UNIT PURCHASE AGREEMENT, dated as of August 4, 2006 (this “Agreement”), by and among U.S. Shipping Partners L.P., a Delaware limited partnership (“U.S. Shipping”), and each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF U.S. SHIPPING PARTNERS L.P.Amendment No. 1 to Amended and Restated Agreement of Limited Partnership • August 9th, 2006 • U.S. Shipping Partners L.P. • Water transportation • Delaware
This Amendment No. 1, dated as of August 7, 2006 (this “Amendment”), to the Amended and Restated Agreement of Limited Partnership, dated as of November 3, 2004 (the “Partnership Agreement”), of U.S. Shipping Partners L.P., a Delaware limited partnership (the “Partnership”), is entered into and effectuated by US Shipping General Partner LLC, a Delaware limited liability company, as the general partner of the Partnership (the “General Partner”), pursuant to authority granted to it in Article XIII of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
13% Senior Secured Notes due 2014 PURCHASE AGREEMENTPurchase Agreement • August 9th, 2006 • U.S. Shipping Partners L.P. • Water transportation • New York
The Issuers and the Guarantors have agreed to secure the Notes and the Guarantees by granting to Wells Fargo Bank, N.A., as the collateral agent (in such capacity, the “Collateral Agent”), for the benefit of the holders of the Notes, a second priority security interest in (i) (x) all of the Vessels now owned by the Issuers and the Guarantors and (y) any Vessel hereafter acquired to the extent that such Vessel also secures indebtedness incurred under the new amended and restated credit facility (or any refinancing thereof); (ii) the ATB Escrow Account (as defined below); and (iii) all proceeds of and all other amounts arising from the collection, sale, lease, exchange, assignment, licensing or other disposition (including, without limitation, as a result of an event of loss) or realization upon the Collateral described in clauses (i) and (ii) above, subject to certain exceptions, as described in the Preliminary Offering Memorandum and the Offering Memorandum under the caption “Descripti
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2006 • U.S. Shipping Partners L.P. • Water transportation • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2006, by and among U.S. Shipping Partners L.P., a Delaware limited partnership (“U.S. Shipping”), and the Purchasers listed on the signature pages to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).
