UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 329, 2009

U.S. Shipping Partners L.P.
(Exact name of registrant as specified in its charter)

Delaware	001-32326	~~001~~20-~~32326~~1447743	~~20-1447743~~
(State or other jurisdiction		(Commission File	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)		Number)	Identification No.)
399 Thornall St., 8th Floor
Edison, NJ			08837
(Address of principal executive offices)			(Zip Code)


399 Thornall St., 8^th Floor Edison, NJ	08837
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (732) 635-1500

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Statements~~Item in this Current Report on Form 8-K which are not historical, including statements regarding the Partnership’s or management’s intentions, hopes, beliefs, expectations, representations, projections, estimations, plans or predictions of the future are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 19951. These statements are based on certain assumptions made by the Partnership based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances01.Entry ~~Such~~into ~~statements~~Material ~~are~~Definitive subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Partnership, which may cause its actual results to differ materially from those implied or expressed by the forward-looking statementsAgreements. Such assumptions, risks and uncertainties are discussed in detail in the Partnership’s filings with the SEC and include, among other things, increased financing costs, no occurrence of an event of default under our credit agreement that would allow our lenders to immediately exercise their remedies under the credit facility, our liquidity, future charter rates and demand in the spot market for vessels. Investors are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Partnership assumes no responsibility to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation.

~~SECTION~~The 8information —set ~~OTHER~~forth ~~EVENTS~~or incorporated in Item 1.03 is also incorporated by reference in this Item 1.01.

~~ITEM~~Item 81.0103. ~~Other~~Bankruptcy ~~Events~~or Receivership.

~~The~~On ~~Partnership~~April ~~has~~29, 2009 (the “Commencement Date”), U.S. Shipping Partners ~~commenced~~L.P. a(“USSP”), ~~lawsuit~~all ~~against~~of its subsidiaries (the “Subsidiaries”), ~~among~~US ~~others~~Shipping General Partner LLC, the ~~Blackstone~~general partner ~~entities~~of ~~that~~USSP ~~are~~(“USSGP”), and USS Vessel Management LLC, a wholly-owned ~~members~~subsidiary of USSGP (“Vessel Management” and, together with USSP, the ~~Partnership’s~~Subsidiaries ~~joint~~and ~~venture~~USSGP, tothe ~~build~~“Company”) ~~five~~filed ~~product~~voluntary ~~tankers~~petitions for reorganization relief under Chapter 11 of Title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “~~Joint~~Bankruptcy ~~Venture~~Court”)(Case ~~seeking~~Nos. 09-12711--09-12713; 09-12718--09-12741). The bankruptcy filing was made with a ~~judgment~~“pre-arranged” ~~declaring~~restructuring plan ~~that:~~with the support of a substantial majority of the Company’s secured lenders and noteholders. The Company will continue to manage their properties and operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

Effective April 29, 2009, the Company entered into a Plan Support Agreement with the holders of (i) in noexcess ~~Board~~of ~~Reduction~~two-thirds ~~Event~~of ~~(as~~the ~~such~~amounts ~~term~~(including iswithout ~~defined~~limitation in respect of the ~~Joint~~termination ~~Venture~~obligations under the interest rate swaps) due under the Company’s Third Amended and Restated Credit Agreement, dated as of August 7, ~~Limited~~2006, ~~Liability~~as ~~Company~~amended, by and among USSP, certain of the Subsidiaries, Canadian Imperial Bank of Commerce, as administrative agent, and the lenders and other agents party thereto (the “Credit Agreement” and the lenders thereunder the “Senior Secured Lenders”) ~~has~~and ~~occurred;~~(ii) approximately 70% of the amounts due in respect of the Company’s 13% Senior Secured Notes due 2014 (the “Second Lien Notes”).

The parties to the Plan Support Agreement have agreed to support a plan of reorganization for the Company (iithe “Plan”) on the terms and conditions set forth in the ~~purported~~Plan ~~removal~~Term ofSheet ~~USS~~attached ~~Product~~as ~~Carriers~~Exhibit ~~LLC~~A to the Plan Support Agreement. They have also agreed not to support, adirectly ~~wholly-owned~~or indirectly, ~~subsidiary~~any other plan, in exchange for the Company’s agreement to implement all steps necessary to solicit the requisite acceptances of the Plan and obtain from the ~~Partnership~~Bankruptcy ~~(“Product~~Court ~~Carriers”),~~an asorder confirming the ~~Managing~~Plan ~~Member~~substantially in accordance with the terms of the ~~Joint~~Plan Support Agreement. The Plan Support ~~Venture~~Agreement may be terminated under certain circumstances, including in the event that the Plan and ~~designating~~related ~~one~~disclosure statement are not approved by certain deadlines, the Plan is not consummated within a certain period of time after its filing with the ~~Blackstone~~Bankruptcy ~~entities~~Court, asthe Company materially breaches the ~~Managing~~Plan Support ~~Member~~Agreement, the chapter 11 cases are converted to cases under chapter 7 of the ~~Joint~~Bankruptcy ~~Venture~~Code ~~was~~or ~~unauthorized~~the ~~and~~Bankruptcy ~~invalid~~Court ~~and~~grants relief that ~~Product Carriers~~is ~~remains~~inconsistent with the ~~Managing~~Plan ~~Member~~Support ofAgreement or the ~~Joint~~Plan ~~Venture;~~Term Sheet.

~~(iii) no~~Under ~~Manager~~the ~~Termination~~proposed ~~Event~~plan ~~(as such term is defined in that certain~~of ~~Management~~reorganization ~~and~~contemplated ~~Operating Agreement, dated as of August 7, 2006,~~ by ~~and among USS Product Manager LLC, a wholly-owned subsidiary of~~ the ~~Partnership~~Plan ~~(“Product Manager”),~~Term ~~the~~Sheet: ~~Joint Venture and the other parties thereto (the “Management Agreement”)) has occurred; and~~

(iv) the purported termination of Product Manager’s right to provide management and operating services under the Management Agreement with respect to all vessels owned by the Joint Venture other than the vessel Golden State (the only vessel currently being operated by the Joint Venture) was unauthorized and invalid and that Product Manager retains the right to provide management and operating services under the Management Agreement with respect to all vessels owned by the Joint Venture.


•	The Senior Secured Lenders will receive (i) new term loan notes in an aggregate principal amount equal to approximately $332.6 million plus an amount equal to the termination obligation under the Company’s interest rate swaps and (ii) fifty percent (50%) of the common stock of reorganized USSP (“Reorganized USSP”), before giving effect to the common stock to be issued pursuant to a management equity plan described below, provided that Senior Secured Lenders that are not U.S. Citizens for U.S. Coastwise Trade Law purposes will receive a combination of common stock and warrants to purchase common stock. The new term loan notes will:

	•	bear interest at a rate equal to, at the Company’s option, (i) LIBOR plus 5%, subject to a 2% LIBOR floor or (ii) alternate base rate plus 4%;

The Partnership’s lawsuit also seeks a declaration that any commencement by the lenders to the Joint Venture of foreclosure proceedings on the Golden State and the membership interests in the Joint Venture’s subsidiary that owns the vessel was unauthorized and invalid.2

Pending a final determination of the lawsuit, the Partnership filed a motion for a preliminary injunction seeking to enjoin defendants from, among other things:


	•	mature on August 7, 2013;

	•	amortize at the rate of 1% per year beginning in the first full year following the Company’s emergence from bankruptcy;

	•	be mandatorily prepaid to the extent of excess cash flow (as defined in the Plan Term Sheet) once the Company has achieved a $30 million cash balance in the first year following the Company’s emergence from bankruptcy and a $20 million (subject to adjustment under certain circumstances) cash balance thereafter;

	•	be secured by substantially all the Company’s assets; and

	•	be subject to certain customary covenants, including without limitation an interest coverage test (EBITDA/net interest) of at least 1.5x to 1 and a debt to EBITDA coverage ratio to be determined (but consistent with the interest coverage test and the projections provided by USSP to the Senior Secured Lenders).

•	The holders of the Second Lien Notes will receive fifty percent (50%) of the common stock of Reorganized USSP, before giving effect to the common stock to be issued pursuant to a management equity plan described below, provided that holders of the Second Lien Notes that are not U.S. Citizens for U.S. Coastwise Trade Law purposes will receive a combination of common stock and warrants to purchase common stock. The Second Lien Notes will be cancelled.

•	In no event will persons who are not U.S. Citizens for U.S. Coastwise Trade Law be issued common stock of Reorganized USSP representing in aggregate more than 23% of the common stock to be outstanding on the date the Company emerges from bankruptcy.

•	Reorganized USSP will adopt a management equity plan providing for the issuance to management of 10% of the outstanding common stock of Reorganized USSP. Five percent (5%) of such equity will be issued to management at the time the Company emerges from bankruptcy, with 25% vesting immediately and an additional 25% vesting on the first, second and third anniversaries of the Company’s emergence from bankruptcy. The remaining five percent (5%) available under the management equity plan will be issuable from time to time as determined by the board of directors of Reorganized USSP.

•	The warrants to be issued to the persons who are not U.S. Citizens for U.S. Coastwise Trade Law purposes will have an exercise price of $0.001 per share, will expire December 31, 2029 and may only be exercised by persons who are U.S. Citizens for U.S. Coastwise Trade Law purposes.

•	The existing and outstanding common units, subordinated units and general partnership interests of USSP will be cancelled without the payment of any amount to the holders thereof.

•	Customary releases will be provided to the Company, its current and former officers and directors, the Senior Secured Lenders, the holders of the Second Lien Notes, the various agents and trustees under the debt agreements and the respective officers, directors, employees, agents, advisors and professionals of each of the foregoing, subject to specified exceptions.

~~(i)~~The implementation of the ~~foreclosing~~Plan is dependent upon ~~the~~a ~~vessel~~number ~~Golden~~of ~~State or~~factors, including final documentation, the approval ~~membership~~of ~~interests~~a indisclosure ~~the~~statement ~~Joint~~and ~~Venture’s~~confirmation ~~subsidiary~~and ~~that~~consummation ~~owns~~of the ~~vessel;~~Plan in accordance with the provisions of the Bankruptcy Code.

~~- 2 -~~3

~~(ii)~~In addition, the Company ~~interfering~~filed several “first day” motions with ~~Product~~the ~~Carriers~~Bankruptcy Court, including a motion for interim authority to use its secured lenders’ ~~functioning~~cash collateral so as to provide the ~~Managing~~Company ~~Member~~with ofcontinued access to funds to operate its business and a motion establishing notification procedures and restrictions in connection with holding and trading in the Company’s stock and claims that is intended to ~~Joint~~preserve, ~~Venture;~~to the greatest extent possible, the potential value of certain of the Company’s tax attributes during the pendency of the Chapter 11 cases and following emergence from bankruptcy.

~~(iii)~~The descriptions of the Plan ~~interfering~~Support ~~with~~Agreement ~~Product~~and ~~Manager’s~~Plan ~~supervision~~Term ofSheet ~~the~~set ~~operation~~forth ofabove ~~the~~are ~~vessel~~qualified ~~Golden~~in ~~State~~their entirety orby reference to the ~~construction~~actual ~~or operation~~terms of the ~~other~~Plan ~~four~~Support ~~vessels~~Agreement ~~currently~~and Plan ~~being~~Term ~~constructed~~Sheet, ~~for~~which ~~the~~are ~~Joint~~attached hereto as Exhibit 10.1 and incorporated ~~Venture~~herein by reference.

~~The~~Item ~~Partnership’s~~2.04. ~~motion~~Triggering ~~is currently~~Events ~~scheduled~~That toAccelerate beor ~~heard~~Increase ~~on April 30, 2009. Pending such hearing, the~~a ~~court,~~Direct ~~with~~Financial ~~defendants’~~Obligation ~~consent,~~or ~~entered~~an aObligation ~~temporary~~under ~~restraining~~an ~~order~~Off-Balance ~~which~~Sheet ~~restrains~~Arrangement. ~~defendants from:~~

~~(i) foreclosing~~The ~~upon~~filing of the ~~vessel~~voluntary petitions ~~Golden~~for ~~State or~~reorganization relief under the ~~membership~~Bankruptcy ~~interests~~Code described in ~~the~~Item 1.03 ~~Joint~~constitute ~~Venture~~events of default that automatically accelerated the Company’s outstanding ~~subsidiary~~obligations ~~that~~under ~~owns~~the Credit Agreement and the Second Lien Notes. ~~vessel~~There ~~except~~is ~~upon~~approximately ~~five~~$332.6 ~~business~~million ~~days~~outstanding under the Credit Agreement, excluding accrued interest and fees and an outstanding letter of credit, and $100 million of Second Lien Notes outstanding, excluding accrued and unpaid interest. As a result of the filing of the petitions, the counterparty to each of the Company’s interest rate swap agreements may, upon prior notice, ~~which~~elect ~~notice~~to terminate ~~cannot~~such beagreements early. Any efforts to enforce such payment ~~given~~obligations ~~before~~against ~~May~~the 1Company under the Credit Agreement, ~~2009;~~the Second Lien Notes or the interest rate swap agreements are stayed as a result of the commencement of the Chapter 11 cases in the Bankruptcy Court.

~~(ii) replacing~~The ~~Product~~information ~~Manager~~set asforth ~~vessel manager of the vessel Golden State and the other four vessels~~or ~~currently~~incorporated ~~being~~in ~~constructed~~Item ~~for~~1.03 ~~the~~is ~~Joint~~also ~~Venture~~incorporated ~~prior~~by toreference ~~May~~in 7,this ~~2009,~~Item ~~with notice of replacement, if any, to be given at least five business days prior to such replacement~~2.04.

-SECTION 39 - FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01. Financial Statements and Exhibits.


(d)		Exhibits.


Exhibit Number		Title


10.1		Plan Support Agreement
99.1		Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	U.S. SHIPPING PARTNERS L.P.

	By:	US Shipping General Partner LLC, its general partner

	By:	/s/ Ronald L. O’Kelley

		Name: Ronald L. O’Kelley
		Title: President and Chief Executive Officer (principal executive officer)

Date: April 9 29, 2009

~~- 4 -~~5

Filing Compare · U.S. Shipping Partners L.P.