ULTRF Ultrapetrol Bahamas Limited (CE)

This Amendment No. 7 to Schedule 13D (" Amendment No. 7 ") relates to the Common Stock, par value $0.01 per share, of Ultrapetrol (Bahamas) Limited, a Bahamas corporation (the " Issuer "), which has its principal executive office at Ocean Centre, Montagu Foreshore, East Bay St., Nassau, Bahamas, P.O. Box SS-19084.  This Amendment No. 7 amends and supplements, as set forth below, the Schedule 13D filed by the Reporting Persons with respect to the Issuer on December 20, 2012, Amendment No. 1 thereto filed on June 14, 2013, Amendment No. 2 thereto filed on February 24, 2014, Amendment No. 3 thereto filed on July 15, 2014, Amendment No. 4 thereto filed on September 8, 2014, Amendment No. 5 thereto filed on November 18, 2016 and Amendment No. 6 thereto filed on November 29, 2016 (together, the " Schedule 13D ").  All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Schedule 13D.  Only those items amended are reported herein.

ITEM 4. PURPOSE OF TRANSACTION

On January 17, 2017, the Issuer and certain of its subsidiaries entered into a Restructuring Support Agreement (the "Offshore Support Agreement") with certain lenders to the Issuer's offshore business (the " Supporting Lenders "), the agents, facility agents or security agents under certain loans made to the Issuer's offshore subsidiaries by the Supporting Lenders , Southern Cross Latin America Private Equity Fund III, L.P. and Southern Cross Latin America Private Equity Fund IV, L.P., Sparrow Capital Investments Ltd. and Sparrow CI Sub Ltd., Sparrow Offshore Investments Ltd. and UABL Limited.  

The Offshore Support Agreement provides for an out-of-court restructuring of all loans provided to the Issuer's offshore subsidiaries by the Supporting Lenders and the Supporting Lenders' agreement with respect to the transactions contemplated by a joint prepackaged plan of reorganization under Chapter 11 of the Bankruptcy Code (the " Plan "), which provides for an implementation of a restructuring of the Issuer's river business through a voluntary bankruptcy case under chapter 11 of title 11 of the United States Code as previously disclosed.  In connection with entering into the Offshore Restructuring Agreement, Supporting Lenders and the creditors to the Issuer's river business agreed to a timetable that includes consummation of the Plan on or before March 31, 2017.

The terms and conditions of the Offshore Support Agreement are described in further detail in Exhibit 1 of the Form 6-K of the Issuer filed on January 19, 2017 and Exhibit 99.1 of the Form 6-K of the Issuer filed on January 20, 2017 with the Securities and Exchange Commission and which are hereby incorporated by reference herein.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The information set forth in Item 4 of this Amendment No. 4 is hereby incorporated by reference in this Item 6.

As discussed in Item 4 above, the parties thereto have executed the Offshore Support Agreement.  The description of the Offshore Support Agreement contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such agreement, which is filed as an exhibit hereto and incorporated by reference herein.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

Exhibit I:

Restructuring Support Agreement dated as of January 17, 2017 by and among Ultrapetrol (Bahamas) Limited, certain lenders to the Issuer's offshore business party thereto, the agents, facility agents or security agents under certain loans made to the Issuer's offshore subsidiaries party thereto , Southern Cross Latin America Private Equity Fund III, L.P. and Southern Cross Latin America Private Equity Fund IV, L.P., Sparrow Capital Investments Ltd. and Sparrow CI Sub Ltd., Sparrow Offshore Investments Ltd. and UABL Limited (incorporated by reference to Exhibit 99.1 of the Form 6-K of Ultrapetrol (Bahamas) Limited filed on January 20, 2017 with the Securities and Exchange Commission)