Extension of Waiver and Fourth Amendment and Forbearance Agreement among U.S. Shipping Partners L.P., Affiliates, and Lenders

Exhibit 10.1

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”), (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.