LIMITED LIABILITY COMPANY AGREEMENT

OF

USS ATB 1 LLC

This Limited Liability Company Agreement of USS ATB 1 LLC (the Company) is entered into as of February 13, 2006 by USS Chartering LLC (the Member), and the Company.

WHEREAS, on February 13, 2006 (the Formation Date) the Company was formed pursuant to the Delaware Limited Liability Company Act (as amended from time to time, the Act), and the Certificate of Formation (the Certificate) was filed with the Secretary of State of the State of Delaware;

WHEREAS, the Member and the Company now desire to set forth the respective rights, duties and obligations between the Member and the Company;

NOW THEREFORE, in consideration of the mutual covenants and agreements herein made and intending to be legally bound, the Company and the Member hereby agree as follows:

1.             Formation.  The Company has been organized as a Delaware limited liability company on the Formation Date by the execution and filing of the Certificate under and pursuant to the Act and shall be continued in accordance with the terms of this Agreement.  The rights, powers, duties, obligations and liabilities of the Member shall be determined pursuant to the Act and this Agreement.  To the extent that the rights, powers, duties, obligations and liabilities of the Member are different by any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.             Company Name.  The name of the Company shall be USS ATB 1 LLC and all Company business shall be conducted in that name or such other names that comply with applicable law as the Company Board (as hereinafter defined) may select from time to time.  Notification of any change in the name of the Company shall be given to the Member.  The Companys business may be conducted under its name and/or any other name or names deemed advisable by the Company Board.

3.             The Certificate, Etc.  The Certificate was filed with the Secretary of State of the State of Delaware on the Formation Date.  The Member hereby agrees to execute, file and record all such other certificates and documents, including amendments to the Certificate, and to do such other acts as may be appropriate to comply with all requirements for the formation, continuation and operation of a limited liability company, the ownership of property and the conduct of business under the laws of the State of Delaware and any other jurisdiction in which the Company may own property or conduct business.

4.             Term of the Company.  The term of the Company commenced on the Formation Date and shall continue in existence until termination and dissolution thereof as

determined under Section 20 of this Agreement; provided that this Agreement shall remain in full force and effect notwithstanding the termination and dissolution of the Company.

5.             Registered Office; Registered Agent; Principal Office; Other Offices.  The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Company Board may designate from time to time in the manner provided by law.  The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person(s) as the Company Board may designate from time to time in the manner provided by law.  The principal office of the Company shall be at such place as the Company Board may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.  The Company may have such other offices as the Company Board may designate from time to time.

6.             Purposes.  The nature of the business or purposes to be conducted or promoted by the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.  The Company may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing.  Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware.

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