Exhibit 10.2


 




 





AMENDED AND RESTATED CONTRIBUTION, CONVEYANCE AND


ASSUMPTION AGREEMENT


 


AMONG


 


OSG BULK SHIPS, INC.,


 


OSG SHIP MANAGEMENT, INC.,


 


OSGAMLP ONE PERCENT INTEREST CORPORATION,


 


OSG AMERICA LLC


 


AND


 


OSG AMERICA L.P.




 





 

















 


Table of Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  	
   

  
	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.01.

  	
  Definitions

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  	
   

  
	
  Contribution and Conveyance

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.01.

  	
  Acknowledgement of Transfer by Bulk Ships of Luxmar and 

  Maremar Interests

  	
  5

  
	
  SECTION
  2.02.

  	
  Transfer by
  Bulk Ships of OSG MLP Operating Company Interests

  	
  6

  
	
  SECTION
  2.03.

  	
  Transfer by
  OSGM of ATC Interest

  	
  6

  
	
  SECTION
  2.04.

  	
  Issuance of New Units and Payment of Reimbursement 

  Payment for Luxmar and Maremar Interests and OSG 

  MLP Operating Company Interest

  	
  6

  
	
  SECTION
  2.05.

  	
  Issuance of
  New Units to OSGM for ATC Interest

  	
  6

  
	
  SECTION
  2.06.

  	
  Conversion
  of Bulk Ships’ Limited Partner Interest

  	
  6

  
	
  SECTION
  2.07.

  	
  Conversion
  of One Percent’s Limited Partner Interest

  	
  6

  
	
  SECTION
  2.08.

  	
  Conversion
  of OSG MLP General Partner’s General Partner Interest

  	
  6

  
	
  SECTION
  2.09.

  	
  OSG MLP’s Receipt of OSG MLP Operating Company 

  Interest and Luxmar and Maremar Interests

  	
  7

  
	
  SECTION
  2.10.

  	
  OSG MLP
  General Partner’s Receipt of ATC Interest

  	
  7

  
	
  SECTION
  2.11.

  	
  Bulk Ships’, One Percent’s and OSG MLP General Partner’s 

  Receipt of New Units and Reimbursement Payment

  	
  7

  
	
  SECTION
  2.12.

  	
  OSGM Receipt
  of New Units

  	
  7

  
	
  SECTION
  2.13.

  	
  Transfer of
  Luxmar and Maremar Interest

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  	
   

  
	
  Assumption of Certain Liabilities

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.01.

  	
  Assumption
  of Liabilities

  	
  7

  



 


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  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  	
   

  
	
  Representations and Warranties

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.01.

  	
  Representations
  and Warranties of Bulk Ships

  	
  8

  
	
  SECTION
  4.02.

  	
  Representations
  and Warranties of OSGM

  	
  9

  
	
  SECTION
  4.03.

  	
  DISCLAIMER
  OF WARRANTIES

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  	
   

  
	
  Further Assurances

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  5.01.

  	
  Further
  Assurances

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  	
   

  
	
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.01.

  	
  Survival of
  Representations and Warranties

  	
  11

  
	
  SECTION
  6.02.

  	
  Costs

  	
  11

  
	
  SECTION
  6.03.

  	
  Headings; References;
  Interpretation

  	
  11

  
	
  SECTION
  6.04.

  	
  Successors
  and Assigns

  	
  12

  
	
  SECTION
  6.05.

  	
  No Third
  Party Rights

  	
  12

  
	
  SECTION
  6.06.

  	
  Counterparts

  	
  12

  
	
  SECTION
  6.07.

  	
  Governing
  Law

  	
  12

  
	
  SECTION
  6.08.

  	
  Severability

  	
  12

  
	
  SECTION
  6.09.

  	
  Deed; Bill
  of Sale; Assignment

  	
  12

  
	
  SECTION
  6.10.

  	
  Amendment or
  Modification

  	
  12

  
	
  SECTION
  6.11.

  	
  Entire
  Agreement

  	
  12

  
				



 


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AMENDED AND RESTATED CONTRIBUTION, CONVEYANCE
AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of
               ,
2007, between OSG BULK SHIPS, INC., a New York corporation (“Bulk Ships”),
OSG SHIP MANAGEMENT, INC., a Delaware corporation (“OSGM”), OSGAMLP ONE
PERCENT INTEREST CORPORATION, a Delaware corporation (“One Percent”),
OSG AMERICA LLC, a Delaware limited liability company (“OSG MLP General
Partner”) and OSG AMERICA L.P., a Delaware limited partnership (“OSG MLP”).


 


RECITALS


 


WHEREAS Bulk
Ships and OSG MLP General Partner have formed OSG MLP pursuant to the Delaware
Revised Uniform Limited Partnership Act (the “DRULPA”) for the purpose
of, among other things: (a) acquiring and owning all of the outstanding
limited liability company interests of certain subsidiaries of Bulk Ships that
own or operate certain U.S. flag product carriers and barges used to  provide marine transportation, distribution
and logistics services for  the
transportation of crude oil and refined petroleum products and (b) to
acquire from OSGM 37.5% of the outstanding limited liability company interests
of Alaska Tanker Company, LLC (the “ATC Interest”), a joint venture that
operates tankers used to transport crude-oil from Alaska to the continental
United States; and


 


WHEREAS in
order to accomplish the objectives and purposes in the preceding recital:


 


1.               Bulk Ships formed
OSG MLP General Partner on May 14, 2007, pursuant to the Delaware Limited
Liability Company Act (the “Delaware LLC Act”), and contributed $1,000
in exchange for all of the limited liability company interests in OSG MLP
General Partner.


 


2.               Bulk Ships and OSG
MLP General Partner formed OSG MLP on May 14, 2007, pursuant to the DRULPA,
and Bulk Ships contributed $980 in exchange for a limited partner interest
representing a 98% interest in OSG MLP and OSG MLP General Partner contributed
$20 in exchange for a general partner interest representing a 2% interest in
OSG MLP.


 


3.               On August 30,
2007, Bulk Ships transferred a limited partner interest representing a 1%
interest in OSG MLP to One Percent such that after such transfer to One Percent
Bulk Ships held a limited partner interest representing a 97% interest in OSG
MLP and OSG MLP General Partner held a general partner interest representing a
2% interest in OSG MLP.


 


4.               On August 30,
2007, pursuant to that certain Conveyance and Assumption Agreement dated
August 30, 2007, between Bulk Ships and OSG MLP (the “Original
Contribution Agreement”), Bulk Ships conveyed to OSG 


 

















 


MLP all of its
right title and interest in and to all of the limited liability company
interests in each of Luxmar Tanker LLC and Maremar Tanker LLC, each a Delaware
limited liability company  (the “Luxmar
and Maremar Interests”), in consideration for the agreement by OSG MLP when
and if the Registration Statement (as defined below) becomes effective and the
Offering (as defined below) is consummated, to make a cash distribution, in an
aggregate amount not to exceed $150,000,000, to reimburse Bulk Ships for
certain preformation capital expenditures for the vessel Overseas Luxmar owned
by Luxmar Tanker LLC, the vessel Overseas Maremar owned by Maremar Tanker LLC
and certain other vessels expected to be transferred to OSG MLP.


 


5.               On October 2,
2007, Bulk Ships formed OSG America Operating Company LLC (“OSG MLP
Operating Company”) pursuant to the Delaware LLC Act and contributed $1,000
in exchange for all of the limited liability company interests in OSG MLP
Operating Company.


 


6.               On
October 31, 2007, Bulk Ships contributed to OSG MLP Operating Company, of
which Bulk Ships is the sole member, all of the limited liability company
interests in the Bulk Ships Subsidiaries (as defined below) as an additional
capital contribution.


 


WHEREAS in
connection with the closing of the Offering (as defined below) and concurrently
with the consummation of the transactions contemplated hereby, each of the
following shall occur:


 


1.               It is acknowledged
that Bulk Ships, on behalf of itself, One Percent and OSG MLP General Partner,
conveyed to OSG MLP the Luxmar and Maremar Interests on August 30, 2007 and
Bulk Ships, on behalf of itself, One Percent and OSG MLP General Partner, will transfer
to OSG MLP, subsequent to the execution of the Underwriting Agreement (as
defined below), the OSG MLP Operating Company Interest (as defined below). As
consideration therefor, OSG MLP will (a)(i) issue to Bulk Ships 6,496,827 Common
Units (as defined below), (ii) 14,999,999 Subordinated Units (as defined
below) and (iii) pay to Bulk Ships 


 


2

















 


the
Reimbursement Payment (as defined below), (b) issue to One Percent 277,413
Common Units and (c)(i) issue to OSG MLP General Partner the Incentive
Distribution Rights and (ii) issue to OSG MLP General Partner 612,244
General Partner Units.


 


2.               OSGM will convey to
OSG MLP, subsequent to the execution of the Underwriting Agreement, the ATC
Interest. As consideration therefor, OSG MLP will issue to OSGM, and OSGM will
receive 725,759 Common Units.


 


3.               Bulk Ships’ limited
partner interest representing a 97% interest in OSG MLP, prior to the execution
of the Underwriting Agreement, will be converted into one Subordinated Unit.


 


4.               One Percent’s
limited partner interest representing a 1% interest in OSG MLP, prior to the
execution of the Underwriting Agreement, will be converted into one Common
Unit.


 


5.               OSG MLP General
Partner’s general partner interest representing a 2% interest in OSG MLP, prior
to the execution of the Underwriting Agreement, will be converted into one
General Partner Unit.


 


6.               OSG MLP will
transfer the Luxmar and Maremar Interests to OSG MLP Operating Company.


 


7.               OSG MLP, through
the underwriters of the Offering (the “Underwriters”) and pursuant to
the Underwriting Agreement, will sell 7,500,000 Common Units to the public in
exchange for $           (the
“Offering Proceeds”).


 


8.               OSG MLP will use
the Offering Proceeds to (a) pay the underwriting discounts and
commissions and expenses incurred by OSG MLP in connection with the Offering
and (b) make the Reimbursement Payment.


 


WHEREAS the
parties hereto wish to amend and restate the Original Contribution Agreement in
its entirety as set forth herein.


 


NOW, THEREFORE,
in consideration of the foregoing and the respective covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereto hereby amend
and restate the Original Contribution Agreement in its entirety as follows:


 


3

















 


ARTICLE I


 


Definitions


 


SECTION 1.01. Definitions.
For the purposes of this Agreement:


 


“ATC
Interest” has the meaning given to such terms in the recitals to this
Agreement.


 


“Bulk Ships
Subsidiaries” means the Delaware limited liability companies set forth on
Exhibit A hereto that own or operate the vessel set forth opposite their
name.


 


“Common
Units” has the meaning assigned to such term in the Partnership Agreement
(as defined below).


 


“Delaware
LLC Act” has the meaning given to such term in the recitals to this
Agreement.


 


“DRULPA”
has the meaning given to such term in the recitals to this Agreement.


 


“Incentive
Distribution Rights” has the meaning assigned to such term in the
Partnership Agreement.


 


“Interests”
means the Luxmar and Maremar Interests, the OSG MLP Operating Company Interest
and the ATC Interest.


 


“Laws”
or “Law” means any and all laws, statutes, ordinances, rules or regulations
promulgated by a governmental authority, orders of a governmental authority,
judicial decisions, decisions of arbitrators or determinations of any
governmental authority or court.


 


“Luxmar and
Maremar Interests” has the meaning given to such term in the recitals to
this Agreement.


 


“Offering”
means the initial public offering of approximately 7,500,000 Common Units by
OSG MLP to the public.


 


“Offering
Proceeds” has the meaning given to such term in the recitals to this
Agreement.


 


“Omnibus
Agreement” means the Omnibus Agreement to be entered into among Overseas
Shipholding Group, Inc., OSG MLP General Partner and OSG MLP.


 


“Original
Contribution Agreement” has the meaning given to such term in the recitals
to this Agreement.


 


4

















 


“OSG MLP
Operating Company Interest” means all of the limited liability company
interests of OSG MLP Operating Company.


 


“Parties”
means the parties to this Agreement and their successors and permitted assigns.


 


“Partnership
Agreement” means the Form of Amended and Restated Agreement of Limited
Partnership of OSG MLP attached as Appendix A to the Registration
Statement, as amended, supplemented or otherwise modified from time to time.


 


“Registration
Statement” means the registration statement on Form S-1 (File
No. 333-145341) filed by OSG MLP for the Offering, as may be amended.


 


“Reimbursement
Payment” means an aggregate amount equal to $[136,500,000], to reimburse
Bulk Ships, One Percent and OSG MLP General Partner for certain preformation
capital expenditures in respect of Overseas Luxmar, Overseas Maremar and
certain other vessels being transferred to OSG MLP.


 


“Subordinated
Units” has the meaning assigned to such term in the Partnership Agreement.


 


“Underwriters”
has the meaning given to such term in the recitals to this Agreement.


 


“Underwriting
Agreement” means the Underwriting Agreement by and among Overseas
Shipholding Group, Inc., OSG MLP General Partner, OSG MLP, the Underwriters and
the other parties thereto, dated as of             ,
2007.


 


“Vessel
Owning Subsidiaries” means collectively Overseas Luxmar, Overseas Maremar,
the OSG Maritrans Subsidiaries and the Bulk Ships Subsidiaries.


 


“Vessels”
means the vessels owned or operated by the Vessel Owning Subsidiaries.


 


ARTICLE II




Contribution and Conveyance


 


SECTION 2.01. Acknowledgement
of Transfer by Bulk Ships of Luxmar and Maremar Interests. Bulk Ships and
OSG MLP hereby acknowledge the assignment, conveyance, transfer and delivery by
Bulk Ships, on behalf of itself, One 


 


5

















 


Percent and
OSG MLP General Partner, to OSG MLP of all of its right, title and interest in
and to all of the Luxmar and Maremar Interests on August 30, 2007.


 


SECTION 2.02. Transfer
by Bulk Ships of OSG MLP Operating Company Interests. Bulk Ships, on behalf
of itself, One Percent and OSG MLP General Partner, hereby assigns, conveys,
transfers and delivers to OSG MLP all of its right, title and interest in and
to the OSG MLP Operating Company Interest and OSG MLP hereby acquires and
accepts from Bulk Ships all right, title and interest of Bulk Ships in and to
OSG MLP Operating Company Interest.


 


SECTION 2.03. Transfer
by OSGM of ATC Interest. OSGM hereby assigns, conveys, transfers and
delivers to OSG MLP all of its right, title and interest in and to the ATC
Interest and OSG MLP hereby acquires and accepts from OSGM all right, title and
interest of OSGM in and to the ATC Interest.


 


SECTION 2.04. Issuance
of Units and Payment of Reimbursement Payment for Luxmar and Maremar Interests
and OSG MLP Operating Company Interest. OSG MLP hereby (a)(i) issues
to Bulk Ships 6,496,827 Common Units, (ii) issues to Bulk Ships 14,999,999
Subordinated Units and (iii) makes a cash distribution to Bulk Ships in an
aggregate amount equal to the Reimbursement Payment, (b) issues to One
Percent 277,214 Common Units and (c)(i) issues the OSG MLP General Partner
the Incentive Distribution Rights and (ii) issues to OSG MLP General
Partner 612,244 General Partner Units.


 


SECTION 2.05. Issuance
of Units to OSGM for ATC Interest. OSG MLP hereby issues to OSGM 725,759
Common Units.


 


SECTION 2.06. Conversion
of Bulk Ships’ Limited Partner Interest. OSG MLP hereby converts Bulk Ships’
limited partner interest representing a 97% interest in OSG MLP, prior to the
execution of the Underwriting Agreement, into one Subordinated Unit and Bulk
Ships hereby acknowledges receipt of such one Subordinated Unit.


 


SECTION 2.07. Conversion
of One Percent’s Limited Partner Interest. OSG MLP hereby converts One
Percent’s limited partner interest representing a 1% interest in OSG MLP, prior
to the execution of the Underwriting Agreement, into one Common Unit and One
Percent hereby acknowledges receipt of such one Common Unit.


 


SECTION 2.08. Conversion
of OSG MLP General Partner’s General Partner Interest. OSG MLP hereby
converts OSG MLP General Partner’s general partner interest representing a 2%
interest in OSG MLP, prior to the execution of the Underwriting Agreement, into
one General Partner Unit and OSG MLP hereby acknowledges receipt of such one
General Partner Unit.


 


6

















 


SECTION 2.09. OSG
MLP’s Receipt of OSG MLP Operating Company Interest and Luxmar and Maremar
Interests. As consideration for (a) the issuance of 6,774,241 Common
Units, 14,999,999 Subordinated Units, the Incentive Distribution Rights and
612,244 General Partner Units and (b) the making of the Reimbursement
Payment, OSG MLP hereby acknowledges receipt of the OSG MLP Operating Company
Interest and the Luxmar and Maremar Interests.


 


SECTION 2.10. OSG
MLP’s Receipt of ATC Interest. As consideration for the issuance of 725,759
Common Units OSG MLP hereby acknowledges receipt of the ATC Interest.


 


SECTION 2.11. Bulk
Ships’, One Percent’s and OSG MLP General Partner’s Receipt of Units and
Reimbursement Payment. As consideration for the OSG MLP Operating Company
Interest and the Luxmar and Maremar Interests, (a) Bulk Ships hereby
acknowledges receipt of (i) 6,496,827 Common Units, (ii) 14,999,999
Subordinated Units and (c) the Reimbursement Payment, (b) One Percent
hereby acknowledges receipt of 277,414 Common Units and (c) OSG MLP
General Partner hereby acknowledges receipt of (i) the Incentive
Distribution Rights and (ii) 612,244 General Partner Units.


 


SECTION 2.12. OSGM
Receipt of Units. As consideration for the ATC Interest, OSGM hereby acknowledges
receipt of 725,759 Common Units.


 


SECTION 2.13. Transfer
of Luxmar and Maremar Interest. OSG MLP hereby transfers the Luxmar and
Maremar Interests to OSG MLP Operating Company and OSG MLP Operating Company
hereby acknowledges receipt of such Luxmar and Maremar Interests.


 


ARTICLE III



Assumption of Certain Liabilities


 


SECTION 3.01. Assumption
of Liabilities. In connection with the transfer of the OSG MLP Operating
Company Interest by Bulk Ships, on behalf of itself, One Percent and OSG MLP
General Partner, as described in Article II above, OSG MLP hereby assumes
and agrees to duly and timely pay, perform and discharge when due all of
liabilities and obligations of the applicable Vessel Owning Subsidiary relating
the construction costs or rebuilding expenses with respect to the vessels OSG
Endurance, OSG Courageous and OSG 243, to the full extent that such Vessel Owning
Subsidiary has been or would have been in the future obligated to pay, perform
and discharge such liabilities and obligations were it not for the execution
and delivery of this Agreement; provided, however, that such
assumption and agreement to duly and timely pay, perform and discharge such liabilities
and obligations shall not (a) increase the obligation of OSG MLP with
respect to such liabilities and obligations beyond that of the applicable Vessel
Owning Subsidiary, (b) waive any defense that was available to such Vessel



 


7

















 


Owning Subsidiary
with respect to such liabilities and obligations or (c) enlarge any rights
or remedies of any third party under or with respect to any such liabilities
and obligations.


 


 


ARTICLE IV



Additional Transaction


 


SECTION 4.01. Exercise
of the Over-Allotment Option. The Parties agree that if the Underwriters
exercise their over-allotment option with respect to the Offering, OSG MLP
shall redeem first from One Percent, second from OSGM and third from Bulk Ships
until an aggregate number of Common Units has been redeemed equal to the number
of Common Units issued upon the exercise of the over-allotment option, at a
price per common unit equal to the price per Common Unit before expenses, but
after underwriting discounts, commissions and structuring fees.


 


ARTICLE V



Representations and Warranties


 


SECTION 5.01. Representations
and Warranties of Bulk Ships. Bulk Ships hereby represents and warrants to
OSG MLP as follows:


 


(a)  Organization, Standing and Power. Each
of the Vessel Owning Subsidiaries is a limited liability company duly formed,
validly existing and in good standing under Delaware law and has the power to
own, lease, charter, operate or otherwise hold its assets and to conduct its
businesses as presently conducted.


 


(b)  Authority; Execution and Delivery;
Enforceability. Bulk Ships has full power and authority to execute this
Agreement and to consummate the transactions contemplated hereby. The execution
and delivery by Bulk Ships of this Agreement and the consummation by Bulk Ships
of the transactions contemplated hereby have been duly authorized by all
necessary corporate action. Bulk Ships has duly executed and delivered this
Agreement and this Agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity at law.


 


(c)  No Conflicts; Consents. The execution,
delivery and performance by Bulk Ships of this Agreement will not conflict
with, or result in any violation of or default (with or without notice or lapse
of time, or both) under any provision of (i) its or any Vessel Owning
Subsidiary’s certificate of formation or certificate of incorporation or by-laws
or other organizational documents, (ii) any lien, encumbrance, security
interest, pledge, mortgage, charge, other claim, contract, lease, license,
indenture, agreement, commitment or other legally binding arrangement to which
it or any Vessel Owning Subsidiary is a party or by which any of its  or any Vessel Owning Subsidiary’s assets may
be bound or (iii)  any applicable Law. Except as already obtained, no
material consent, approval, license, permit, order or authorization of, or
registration, declaration or filing with, any federal, state, local or foreign
governmental authority is required in connection with the execution, delivery
and performance of this Agreement or the consummation of the transactions
contemplated hereby.


 


(d)  The Interests. Bulk Ships has good and
valid title to the Luxmar and Maremar Interests and the OSG MLP Operating
Company Interest, free and clear of all mortgages, liens, security interests,
covenants, options, claims, restrictions, or encumbrances of any kind. With
respect to the Luxmar and Maremar Interests and the 


 


8

















 


OSG MLP
Operating Company Interest, there is no further obligation to make any capital
contribution to the applicable Vessel Owning Subsidiary.


 


SECTION 5.02. Representations
and Warranties of OSGM. OSGM hereby represents and warrants to OSG MLP as
follows:


 


(a)  Organization, Standing and Power. Alaska
Tanker Company, LLC (“ATC”) is a limited liability company duly formed,
validly existing and in good standing under Delaware law and has the power to
own, lease, charter, operate or otherwise hold its assets and to conduct its
businesses as presently conducted.


 


(b)  Authority; Execution and Delivery;
Enforceability. OSGM has full power and authority to execute this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery by OSGM of this Agreement and the consummation by OSGM of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action. OSGM has duly executed and delivered this Agreement and this
Agreement constitutes its legal, valid and binding obligation, enforceable against
it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered
in a proceeding in equity at law.


 


(c)  No Conflicts; Consents. The execution,
delivery and performance by OSGM of this Agreement will not conflict with, or
result in any violation of or default (with or without notice or lapse of time,
or both) under any provision of (i) its or ATC’s certificate of formation
or certificate of incorporation or by-laws or other organizational documents,
(ii) any lien, encumbrance, security interest, pledge, mortgage, charge,
other claim, contract, lease, license, indenture, agreement, commitment or
other legally binding arrangement to which it or ATC is a party or by which any
of its or ATC’s assets may be bound or (iii) any applicable Law. Except as
already obtained, no material consent, approval, license, permit, order or
authorization of, or registration, declaration or filing with, any federal,
state, local or foreign governmental authority is required in connection with
the execution, delivery and performance of this Agreement or the consummation
of the transactions contemplated hereby.


 


(d)  The Interests. OSGM has good and valid
title to the ATC Interest, free and clear of all mortgages, liens, security
interests, covenants, options, claims, restrictions, or encumbrances of any
kind. With respect to the ATC Interest, there is no further obligation to make
any capital contribution to the ATC.


 


SECTION 5.03. DISCLAIMER
OF WARRANTIES. (a)  EXCEPT TO THE
EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH
THIS AGREEMENT OR THE OFFERING INCLUDING THE OMNIBUS AGREEMENT, THE PARTIES
HEREBY ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES NOT MAKE,
AND EACH SUCH PARTY SPECIFICALLY NEGATES 
DISCLAIMS AND DENIES ANY REPRESENTATIONS, WARRANTIES, 


 


9

















 


PROMISES,
COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER,
WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST OR PRESENT,
REGARDING (i) THE VALUE, NATURE, QUALITY OR CONDITION OF THE VESSEL OWNING
SUBSIDIARIES AND THE ASSETS OWNED BY THE VESSEL OWNING SUBSIDIARIES (INCLUDING
THE VESSELS), INCLUDING THE ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY,
INCLUDING, THE PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON
SUCH ASSETS, (ii) THE INCOME TO BE DERIVED FROM SUCH ASSETS,
(iii) THE SUITABILITY OF SUCH ASSETS FOR ANY AND ALL ACTIVITIES AND USES
THAT MAY BE CONDUCTED THEREON, THEREBY OR THEREWITH, (iv) THE COMPLIANCE
OF OR BY SUCH ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING ENVIRONMENTAL
PROTECTION OR POLLUTION LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR
(v) THE SEAWORTHINESS, HABITABILITY, MERCHANTABILITY, MARKETABILITY,
PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH ASSETS. EXCEPT TO THE
EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH
THIS AGREEMENT OR THE OFFERING INCLUDING THE OMNIBUS AGREEMENT. EACH PARTY
ACKNOWLEDGES AND AGREES THAT IT  HAS HAD
THE OPPORTUNITY TO INSPECT THE RESPECTIVE ASSETS OF THE VESSEL OWNING SUBSIDIARIES
AND IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE RESPECTIVE ASSETS OF THE
VESSEL OWNING SUBSIDIARIES AND NOT ON ANY INFORMATION PROVIDED OR TO BE
PROVIDED BY ANY OF THE OTHER PARTIES. EXCEPT TO THE EXTENT PROVIDED IN ANY
OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE
OFFERING INCLUDING THE OMNIBUS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR
BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR
INFORMATION PERTAINING TO THE ASSETS OF THE VESSEL OWNING SUBSIDIARIES
FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. EXCEPT TO THE EXTENT
PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS
AGREEMENT OR THE OFFERING INCLUDING THE OMNIBUS AGREEMENT, EACH OF THE PARTIES
HEREBY ACKNOWLEDGES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW,  THE ASSETS OWNED BY THE VESSEL OWNING
SUBSIDIARIES, AS PROVIDED FOR HEREIN, ARE CONVEYED  IN AN “AS IS,” “WHERE IS” CONDITION WITH ALL
FAULTS, AND THE  ASSETS OF THE VESSEL
OWNING SUBSIDIARIES ARE CONVEYED SUBJECT TO ALL OF THE MATTERS CONTAINED IN
THIS SECTION. THIS SECTION SHALL SURVIVE SUCH CONVEYANCE OR THE TERMINATION OF
THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE
PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION, NEGATION
AND DENIAL OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR
STATUTORY, WITH RESPECT TO THE ASSETS OF 


 


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THE VESSEL
OWNING SUBSIDIARIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN
EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR ANY OTHER
DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE
OFFERING, INCLUDING, THE OMNIBUS AGREEMENT.


 


ARTICLE VI



Further Assurances


 


SECTION 6.01. Further
Assurances. From time to time, as and when requested by any Party, each
Party shall execute and deliver, or cause to be executed and delivered, all
such documents and instruments and shall take, or cause to be taken, all such
further or other actions as such other Party may reasonably deem necessary or
desirable to consummate the transactions contemplated by this Agreement
including, in the case of Bulk Ships, executing and delivering to OSG MLP such
assignments, deeds, bills of sale, consents and other instruments as OSG MLP
may reasonably request as necessary or desirable for such purpose.


 


ARTICLE VII



Miscellaneous


 


SECTION 7.01. Survival
of Representations and Warranties. The representations and warranties of
Bulk Ships and OSGM in this Agreement and in or under any documents,
instruments and agreements delivered pursuant to this Agreement, will survive
the completion of the transactions contemplated hereby regardless of any
independent investigations that OSG MLP may make or cause to be made, or
knowledge it may have, prior to the date of this Agreement and will continue in
full force and effect for a period of one year from the date of this Agreement.
At the end of such period, such representations and warranties will terminate,
and no claim may be brought by OSG MLP against Bulk Ships or OSGM thereafter
based upon such representations and warranties.


 


SECTION 7.02. Costs.
OSG MLP shall pay any and all sales, use and similar taxes arising out of
the conveyances and deliveries to be made hereunder and shall pay all
documentary, filing, recording, transfer, deed, and conveyance taxes and fees
required in connection therewith.


 


SECTION 7.03. Headings;
References; Interpretation. All Article and Section headings in this
Agreement are for convenience only and shall not be deemed to control or affect
the meaning or construction of any of the provisions hereof. The words “hereof,”
“herein” and “hereunder” and words of similar import, when used in this
Agreement, refer to this Agreement as a whole and not to any particular
provision of this Agreement. All references herein to Articles and Sections
shall, unless the context requires a different construction, be deemed to be
references to the Articles and Sections 


 


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of this
Agreement, respectively. All personal pronouns used in this Agreement, whether
used in the masculine, feminine or neuter gender, shall include all other
genders, and the singular shall include the plural and vice versa. The use
herein of the word “including” following any general statement, term or matter
shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items
or matters, but rather shall be deemed to refer to all other items or matters
that could reasonably fall within the broadest possible scope of such general
statement, term or matter, and whenever the words “include”, “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without
limitation”.


 


SECTION 7.04. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit
of the Parties and their respective successors and assigns.


 


SECTION 7.05. No
Third Party Rights. The provisions of this Agreement are intended to bind
the Parties as to each other and are not intended to and do not create rights
in any other person or confer upon any other person any benefits, rights or
remedies and no person is or is intended to be a third party beneficiary of any
of the provisions of this Agreement.


 


SECTION 7.06. Counterparts.
This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement, and shall become effective when
one or more such counterparts have been signed by each of the Parties and
delivered to the other Parties.


 


SECTION 7.07. Governing
Law. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, applicable to agreements made and to be
performed entirely within such State, without regard to the conflicts of law
principles of such State.


 


SECTION 7.08. Severability.
If any provision of this Agreement (or any portion thereof) or the
application of any such provision (or any portion thereof) to any person or
circumstance shall be held invalid, illegal or unenforceable in any respect by
a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision hereof (or the remaining
portion thereof) or the application of such provision to any other persons or
circumstances.


 


SECTION 7.09. Deed;
Bill of Sale; Assignment. To the extent required and permitted by
applicable Law, this Agreement shall also constitute a “deed,” “bill of sale”
or “assignment” of the Interests.


 


SECTION 7.10. Amendment
or Modification. This Agreement may be amended or modified from time to
time only by the written agreement of all the Parties hereto.


 


SECTION 7.11. Entire
Agreement. This Agreement constitutes the entire agreement of the Parties
relating to the matters contained herein, superseding all 


 


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prior
contracts or agreements, whether oral or written, relating to the matters
contained herein.


 


[Signature Page Follows]


 


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IN WITNESS
WHEREOF, this Agreement has been duly executed by the parties set forth below.


 


 


	
   

  	
  OSG BULK SHIPS, INC.,

  
	
   

  	
   

  
	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 


 


	
   

  	
  OSG SHIP MANAGEMENT, INC.,

  
	
   

  	
   

  
	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 


 


	
   

  	
  OSGAMLP ONE PERCENT INTEREST

  CORPORATION,

  
	
   

  	
   

  
	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 


 


	
   

  	
  OSG AMERICA LLC.,

  
	
   

  	
   

  
	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 


 


 

















 


	
   

  	
  OSG AMERICA L.P.,

  
	
   

  	
   

  
	
   

  	
  by:  OSG AMERICA LLC, its
  general 

          partner,

  
	
   

  	
   

  
	
   

  	
  by:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title: