Ultrapetrol (Bahamas) Limited



                 9% First Preferred Ship Mortgage Notes Due 2014



                          REGISTRATION RIGHTS AGREEMENT



                                                             November 10, 2004



CREDIT SUISSE FIRST BOSTON LLC

Eleven Madison Avenue

New York, New York 10010-3629



Dear Sirs:



         Ultrapetrol (Bahamas) Limited, a Bahamas corporation (the "Issuer"),

proposes to issue and sell to Credit Suisse First Boston LLC (the "Initial

Purchaser"), upon the terms set forth in a purchase agreement of even date

herewith (the "Purchase Agreement"), $180,000,000 aggregate principal amount of

its 9% First Preferred Ship Mortgage Notes Due 2014 (the "Initial Securities")

to be unconditionally guaranteed on a senior secured basis by the entities set

forth on Schedule A hereto (the "Guarantors") and secured by assets pledged by

Maritima SIPSA S.A. ("Maritima"), Riverpar S.A. ("Riverpar"), and UABL S.A.

("UABL S.A.") (Maritima, Riverpar and UABL S.A. the "Pledgors"). The Initial

Securities will be issued pursuant to an Indenture, dated as of November 24,

2004, (the "Indenture") among the Issuer, the Guarantors, the pledgors named

therein and Manufacturers and Traders Trust Company, as trustee (the "Trustee").

The Issuer, the Guarantors and the Pledgors are collectively referred to herein

as the "Company". The obligations of the Issuer, the Guarantors and the Pledgors

in this Agreement are joint and several obligations of the Issuer, the

Guarantors and the Pledgors. As an inducement to the Initial Purchaser to enter

into the Purchase Agreement, the Company agrees with the Initial Purchaser, for

the benefit of the holders of the Initial Securities (including, without

limitation, the Initial Purchaser), the Exchange Securities (as defined below)

and the Private Exchange Securities (as defined below) (collectively the

"Holders"), as follows:



         1. Registered Exchange Offer. The Company shall, at its own cost,

prepare and, not later than 60 days (or if the 60th day is not a business day,

the first business day thereafter) (such 60th day, or the first business day

thereafter, being a "Filing Deadline") after the date of original issue of the

Initial Securities (the "Issue Date"), file with the Securities and Exchange

Commission (the "Commission") a registration statement (the "Exchange Offer

Registration Statement") on an appropriate form under the Securities Act of

1933, as amended (the "Securities Act"), with respect to a proposed offer (the

"Registered Exchange Offer") to the Holders of Transfer Restricted Securities

(as defined in Section 6 hereof), who are not prohibited by any law or policy of

the Commission from participating in the Registered Exchange Offer, to issue and

deliver to such Holders, in exchange for the Initial Securities, a like

aggregate principal amount of debt securities (the "Exchange Securities") of the

Issuer issued under the Indenture and identical in all material respects to the

Initial Securities (except for the transfer restrictions relating to the Initial

Securities and the provisions relating to the matters described in Section 6

hereof) that would be registered under the Securities Act. The Company (i) shall

use its reasonable best efforts to cause such Exchange Offer Registration

Statement to become effective under the Securities Act within 150 days (or if

the 150th day is not a business day, the first business day thereafter) (such



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150th day, or the first business day thereafter, being an "Effectiveness

Deadline") after the Issue Date of the Initial Securities and (ii) shall keep

the Exchange Offer Registration Statement effective for not less than 30 days

(or longer, if required by applicable law) after the date notice of the

Registered Exchange Offer is mailed to the Holders (such period being called the

"Exchange Offer Registration Period").



         If the Company commences the Registered Exchange Offer, the Company (i)

will be entitled to close the Registered Exchange Offer 30 days after such

commencement (provided that the Company has accepted all the Initial Securities

theretofore validly tendered in accordance with the terms of the Registered

Exchange Offer) and (ii) will consummate the Registered Exchange Offer no later

than 40 days after the date on which the Exchange Offer Registration Statement

is declared effective (such 40th day, the "Consummation Deadline").

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