Exhibit 10.4


 


Part I


 


SHIP
MANAGEMENT AGREEMENT


 


1.                 Date of Agreement


 


November 15, 2007


 


2.                 Owners (name, place of registered office
and law of registry) (CI. 1)


 


Name


OSG America L.P. and the Owners of
the Managed Vessels (as indicated below)


 


Place of registered office


c/o OSG America LLC, Two Harbour
Place, 302 Knights Run Avenue, Tampa FL 33602


 


Law of registry


United States


 


3.                 Managers (name, place of registered
office and law of registry) (CI. 1)


 


Name


OSG Ship Management, Inc.


 


Place of registered office


Two Harbour Place, 302 Knights Run
Avenue, Tampa FL  33602


 


Law of registry


United States


 


4.                 Day and year of commencement of Agreement
(CI. 2)


 


See Clause 20


 


5.                 Crew management (state “yes” or “no” as
agreed) (CI. 3.1)


 


Yes


 


6.                 Technical Management (state “yes” or “no”
as agreed) (CI. 3.2)


 


Yes


 


7.                 Commercial Management (state “yes” or
“no” as agreed) (CI. 3.3)


 


Yes


 


8.                 Insurance Arrangements (state “yes” or
“no” as agreed) (CI. 3.4)


 


Yes


 


9.                 Accounting Services (state “yes” or “no”
as agreed) (CI. 3.5)


 


Yes


 


10.           Sale or purchase of the Vessel (state
“yes” or “no” as agreed) (CI. 3.6)


 


No


 


11.           Provisions (state “yes” or “no” as
agreed) (CI. 3.7)


 


Yes


 


12.           Bunkering (state “yes” or “no” as agreed)
(CI. 3.8)


 


Yes


 


13.           Chartering Services Period (only to be
filled in if “yes” stated in Box 7) (CI. 3.3(i))


 

















 


The duration of this Agreement until
terminated pursuant to Clauses 17 and 20.


 


14.           Owners’ Insurance


 


See Clause 6.3(ii)


 


15.           Annual Management Fee


 


See Clause 30


 


16.           Severance Costs (state maximum amount) (CI.
8.4(ii))


 


See Clause 8.3


 


17.           Day and year of termination of Agreement
(CI. 17)


 


See Clauses 17 and 20


 


18.           Law and Arbitration


 


See Clause 18


 


19.           Notices (state postal and cable address,
telex and telefax number for serving notice and communication to the Owners
(CI. 20 )


 


OSG America L.P.

c/o OSG America LLC

Two Harbour Place

302 Knights Run Avenue

Tampa FL 33602


 


20.           Notices (state postal and cable address,
telex and telefax number for serving notice and communication to the
Managers) ( CI. 20 )


 


OSG Ship Management, Inc.

Two Harbour Place

302 Knights Run Avenue

Tampa FL 33602


 


It is mutually
agreed between the party stated in Box 2 and the party stated in Box
3 that this Agreement consisting of PART I and PART II
as well as Annexes “A” (Details of Vessel), “B” (Details of Crew), “C” (Budget)
and “D” (Associated vessels) attached hereto, shall be performed subject to the
conditions contained herein.  In the event of a conflict of conditions,
the provisions of PART I and Annexes “A”, “B”, “C” and “D” shall
prevail over those of PART II to the extent of such conflict but no
further.


 


	
  Signature(s) (Owners)

  	
  Signature(s) (Managers)

  
	
   

  	
   

  
	
   See
  Exhibit C

  	
  /s/ Peter Popov

  	
   

  



 

















 


ANNEX
“A” (DETAILS OF VESSEL OR VESSELS) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98”


 


Date of Agreement

November 15, 2007


 


Name of Vessels
(s):


 


Particulars of
Vessels(s):


 

















 


ANNEX
“B” (DETAILS OF CREW) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98”


 


Date of Agreement

November 15, 2007


 


Details of Crew:


 


	
  Numbers

  	
   

  	
  Rank

  	
   

  	
  Nationality

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


ANNEX “C” (BUDGET) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98”


 


Date of Agreement

November 15, 2007


 


Managers’ Budget for the first year with
effect from the Commencement Date of this Agreement:


 

















 


ANNEX “D” (ASSOCIATED
VESSELS) TO

THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)

STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98”


 


NOTE:  PARTIES SHOULD BE AWARE THAT BY COMPLETING
THIS ANNEX “D” THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE
18.1(i) OF THIS AGREEMENT.


 


Date of Agreement

November 15, 2007


 


Details of Associated Vessels:


 

















 


PART II


Ship Management Agreement


 


1.                Definitions


 


In this
Agreement save where the context otherwise requires, the following words and
expressions shall have the meanings hereby assigned to them.


 


“Operating Costs” means
all costs incurred in providing provisions and crew (including crew support
costs, as defined below), commercial and technical management for the Vessels,
as more fully described in Clause 3, and the cost of insuring Vessels, as more
fully described in Clauses 3 and 6.


 


“Owners”
means the parties identified in Box 2.


 


“Managers”
means the party identified in Box 3.


 


“Vessel”
or “Vessels” means each of the
vessels, singularly or collectively, as the case may be, identified in
Exhibit A hereto, which may, from time to time, be amended (see Clauses
17.3 and 24).


 


 “Crew” means the Master, officers and ratings of
the Vessels.


 


“Crew Support Costs”
means all expenses of a general nature which are not particularly referable to
any individual vessel for the time being managed by the Managers and which are
incurred by the Managers for the purpose of providing an efficient and economic
management service and, without prejudice to the generality of the foregoing,
shall include the cost of crew standby pay, training schemes for officers and
ratings, cadet training schemes, sick pay, study pay, recruitment and
interviews.


 


“Severance Costs”
means the costs which the employers are legally obliged to pay to or in respect
of the Crew as a result of the early termination of any employment contract for
service on the Vessel.


 


 “Crew Insurances”
means insurances against crew risks which shall include but not be limited to
death, sickness, repatriation, injury, shipwreck unemployment indemnity and
loss of personal effects.


 


“Management Services”
means the services specified in subclauses 3.1 to 3.8 as indicated
affirmatively in Boxes 5 to 12.


 


“ISM Code”
means the International Management Code for the Safe Operation of Ships and for
Pollution Prevention as adopted by the International Maritime Organization
(IMO) by resolution A.741(18) or any subsequent amendment thereto.


 


“STCW 95”
means the International Convention on Standards of Training, Certification and
Watchkeeping for Seafarers, 1978, as amended in 1995 or any subsequent
amendment thereto.


 


2.                Appointment of Managers


 


With effect
from the day and year provided in Clause 20 and continuing unless and until
terminated as provided herein, the Owners hereby appoint the Managers and the
Managers hereby agree to act as the Managers of the Vessels.


 


3.                Basis of Agreement


 


Subject to
the terms and conditions herein provided, during the period of this Agreement,
the Managers shall carry out Management Services (as defined in Clause 3) in
respect of the Vessels as agents for and on behalf of the Owners.  The
Managers shall have authority to take such actions as they may from time to
time in their absolute discretion consider to be necessary to enable them to
perform this Agreement in accordance with sound ship management practice.


 


3.1      Crew Management


 


(only applicable if agreed according to Box 5)


 


The Managers
shall provide suitably qualified Crew for the Vessels in accordance with the
STCW 95 requirements, provision of which includes but is not limited to the
following functions:


 


(i)                                   selecting
and engaging each Vessel’s Crew, including payroll arrangements, pension
administration, severance costs and Crew insurances other than those mentioned
in Clause 6;


 

















 


(ii)                                ensuring
that the applicable requirements of the law of the flag of the Vessel are
satisfied in respect of manning levels, rank, qualification and certification
of the Crew and employment regulations including Crew’s tax, social insurance,
discipline and other requirements;


 


(iii)                             ensuring
that all members of the Crew have passed a medical examination with a qualified
doctor certifying that they are fit for the duties for which they are engaged
and are in possession of valid medical certificates issued in accordance with
appropriate flag State requirements.  In the absence of applicable flag
State requirements the medical certificate shall be dated not more than three
months prior to the respective Crew members leaving their country of domicile
and maintained for the duration of their service on board the Vessel;


 


(iv)                             ensuring
that the Crew shall have a command of the English language of a sufficient
standard to enable them to perform their duties safely;


 


(v)                                arranging
transportation and, when necessary, meals and lodging of the Crew, including
repatriation;


 


(vi)                             training
of the Crew and supervising their efficiency;


 


(vii)                          conducting
union negotiations and maintaining complete records of all labor agreements
entered into between the Owners and the Crew;


 


(viii)                       operating
the Managers’ drug and alcohol policy unless otherwise agreed; and


 


(ix)                               maintaining
all administrative, training and financial records relating to the Crew, as
required by law, labor agreements and prudent management practices.


 


3.2      Technical Management


 


(only applicable if agreed according to Box 6)


 


The Managers
shall provide technical management which includes, but is not limited to, the
following functions:


 


(i)                                   provision
of competent personnel to supervise the maintenance and general efficiency of
the Vessels;


 


(ii)                                arrangement
and supervision of dry dockings, repairs, alterations and the upkeep of the
Vessels in conformity with prudent management practices and standards.  The Managers shall be entitled to incur the
necessary expenditure to ensure that the Vessels will comply with the law of
the flag of each Vessel and of the places where she trades, and all
requirements and recommendations of the classification society;


 


(iii)                             arrangement
of the supply of necessary stores, spares, fresh water and lubricating oil and
greases.  The level and time of the supply of such items shall be based on
that which a prudent owner of a vessel of the age and characteristics of the
Vessel (including but not limited to its operating history, planned maintenance
and known wear and tear) would arrange so as to minimize off-hire time and to
undertake such maintenance as may safely be carried out at sea by the crew;


 


(iv)                            appointment
of surveyors and technical consultants and service engineers as the Managers
may consider from time to time to be necessary;


 


(v)                               development,
implementation and maintenance of a Safety Management System (SMS) in
accordance with the ISM Code (see subclause 
4.2  and 5.3);


 


(vi)                             ensuring
that the Vessels receive at least two visits per year from one of the Managers’
technical superintendents;


 


(vii)                          arrangement
of oil company vettings so as to comply with the Owner’s obligations under the
charters of the Vessels; and


 


(viii)                       provide
oil pollution incident and marine casualty response planning and management
services, as detailed in Clause 30.


 

















 


 3.3       Commercial
Management


 


(only applicable if agreed according to Box 7)


 


The Managers
shall provide the commercial operation of the Vessels, which includes, but is
not limited to, the following functions:


 


(i)                                         providing
chartering services which include, but are not limited to, seeking and
negotiating employment for the Vessel and the conclusion (including the
execution thereof) of charter parties or other contracts relating to the
employment of the Vessel.  If such a
contract exceeds the period stated in Box 13 consent thereto in writing
shall first be obtained from the Owners.


 


(ii)                                      arranging
of the proper payment to Owners or their nominees of all hire and/or freight
revenues or other moneys of whatsoever nature to which Owners may be entitled
arising out of the employment of or otherwise in connection with the Vessels.


 


(iii)                                   providing
voyage estimates and accounts and calculating of hire, freights, demurrage
and/or despatch moneys due from or due to the charterers of the Vessels;


 


(iv)                                 invoicing
hire, freight, demurrage and other accounts or debts due from the Vessels’
charterers, arranging for payment of accounts due Vessels’ charterers and
otherwise settling all accounts as between the Owners and the Vessels’
charterers.


 


(v)                                    issuing
of voyage instructions;


 


(vi)                  arranging
for the appointment of Vessel agents in each load and discharge port to arrange
for necessary Vessel services, including, without limitation, arrangements for
port entrance and clearance, pilots, consular approvals, tugs, canal transits,
the payment of port-related disbursements and generally looking after and
protecting the Owners’ interests in such port;


 


(vii)                                appointing
stevedores; preparing, issuing or causing to be issued, to shippers, cargo
receipts and/or bills of lading; and


 


(viii)                             arranging
surveys associated with the commercial operation of the Vessels.


 


3.4       Insurance Arrangements


 


(only applicable if agreed according to Box 8)


 


The Managers
shall arrange insurances in accordance with Clause 6 subject to the
following:


 


Throughout
the term of this Agreement, the Managers shall secure coverage for the Owners’
Insurances (as defined in Clause 6.1) for the Vessels at the Owners’ expense
through the Managers’ insurance program on coverage amounts (except for hull
and machinery insurance in which is subject to Clause 6.6 of this Agreement),
terms and conditions that the Managers shall determine.  The Managers
shall obtain insurance coverage for the Vessels through the Managers’ insurance
program that is in accordance with the best practice of prudent managers of
vessels of a similar type to the Vessels, with first class insurance companies,
underwriters or associations.


 


The Managers
shall arrange for the Owners’ Insurances to be in place as of the effective
date of this Agreement and shall maintain the insurance cover existing
immediately prior to such effective date at least until the discharge of the
cargo from its then current voyage.


 


3.5       Accounting Services


 


(only applicable if agreed according to Box 9)


 


The Managers
shall:


 


 (i)                                      establish
an accounting system which conforms with prudent vessel management practices
and standards and provide regular accounting services, supply regular reports
and records.


 


(ii)                 maintain
the records of all costs and expenditures incurred as well as data necessary or
proper for the settlement of accounts between the parties.


 

















 


3.6       Sale or Purchase of the Vessel


 


(only applicable if agreed according to  Box
10)


 


N/A.


 


3.7       Provisions


 


(only applicable if agreed according to Box 11)


 


The Managers
shall arrange for the supply of provisions.


 


3.8       Bunkering


 


 (only
applicable if agreed according to  Box 12)


 


The Managers
shall arrange for the provision of bunkers fuel of the quality required for the
Vessel’s trade and which is consistent with prudent vessel management
practices.


 


4.                Managers’ Obligations


 


4.1       The Managers undertake to use their best
endeavours to provide the agreed Management Services as agents for and on behalf
of the Owners in accordance with sound ship management practice customary in
the trade and at least equivalent to the standards followed with respect to
other vessels for which the Managers provide management services, if any, and
to protect and promote the interests of the Owners in all matters relating to
the provision of services hereunder.  Provided, however, that the Managers
in the performance of their management responsibilities under this Agreement
shall be entitled to have regard to their overall responsibility in relation to
all vessels as may from time to time be entrusted to their management and in
particular, but without prejudice to the generality of the foregoing, the
Managers shall be entitled to allocate available supplies, manpower and services
in such manner as in the prevailing circumstances the Managers in their
absolute discretion consider to be fair and reasonable.


 


4.2       Where the Managers are providing Technical
Management in accordance with sub-clause 3.2, they shall procure that
the requirements of the law of the flag of the Vessel are satisfied and they
shall in particular be deemed to be the “Company” as defined by the ISM Code,
assuming the responsibility for the operation of the Vessels and taking over
the duties and responsibilities imposed by the ISM Code when applicable.


 


4.3 
The Managers shall maintain records of technical matters relating to the
Vessels including maintenance, repairs and equipment replacement (“Technical
Vessel Matters”).   Three months after commencement of the Management
Services, and quarterly thereafter, the Managers shall issue a report to the
Owners providing a summary of the Technical Vessel Matters carried out in the
previous quarter.


 


5.                Owners’ Obligations


 


5.1       The Owners shall pay all sums due to the
Managers punctually in accordance with the terms of this Agreement.


 


6.                Insurance Policies


 


For so long
as the Managers continue to place the Owners’ Insurances (as defined below) on
behalf of the Owners in accordance with Clause 3.4 of this Agreement, the
Managers shall procure that:


 


6.1       at the Owners’ expense, each of the Vessels
is insured for not less than her sound market value or entered for her full
gross tonnage, as the case may be for:


 


(i)                                     usual
hull and machinery marine risks (including crew negligence) and excess
liabilities,


 


(ii)                                  protection
and indemnity risks (including pollution risks and Crew Insurances), and


 


(iii)                               war
risks (including protection and indemnity and crew risks) in accordance with
the best practice of prudent owners of vessels of a similar type to the Vessel,
with first class insurance companies, underwriters or associations
(collectively, as described in Clause 6.1(i), (ii) and (iii), the “Owners’
Insurances”);


 

















 


6.2       all premiums and calls on the Owners’
Insurances are paid by their due date at Owners’ expense.   The Owners shall be responsible and liable
for, and shall promptly pay the deductible of any insurance claim relating to
or arising out of the operation or management of the Vessels.  The Owners shall be responsible and liable
for the allocated cost of any broker’s fee paid by the Managers as determined
by the Managers on a fair and equitable basis.


 


6.3       the Owners’ Insurances name the Managers
and, subject to underwriters’ agreement, any third party designated by the
Managers as a joint assured, with full cover, with the Owners obtaining cover
in respect of each of the Owners’ Insurances specified in sub-clause 6.1:


 


(i)                                     If
reasonably obtainable, on terms such that neither the Managers nor any such
third party shall be under any liability in respect of premiums or calls
arising in connection with the Owners’ insurances; or


 


Indicate alternative (i), (ii) or (iii) in Box 14.  If Box 14 is left blank then
(i) applies.


 


6.4       written evidence is provided, to the
reasonable satisfaction of the Owners, of Managers’ compliance with their
obligations under Clause 6 
within a reasonable time of the commencement of the Agreement, and of
each renewal date and, if specifically requested, of each payment date of the
Owners’ Insurances.


 


6.5       loss of hire insurance is maintained in
accordance with Clause 27.


 


6.6       the Managers shall obtain a certificate of
financial responsibility in accordance with the terms of any charter, and any
costs relating to such certificate shall be for the Owners’ account.


 


7.                Income Collected and
Expenses Paid on Behalf of Owners


 


7.1       All moneys collected by the Managers under
the terms of this Agreement (other than moneys payable by the Owners to the
Managers) and any interest thereon shall be held to the credit of the Owners in
a separate bank account.


 


7.2       All expenses incurred by the Managers under
the terms of this Agreement on behalf of the Owners (including expenses as
provided in Clause 8 ) may be debited against the Owners in the
account referred to under sub-clause  7.1  but shall in any event remain payable by the
Owners to the Managers on demand.


 


8.                Termination Payments


 


8.1       In the event of the appointment of the
Managers being terminated by the Owners or the Managers in accordance with the
provisions of Clauses 17 and 20 other than by reason of default by the
Managers, or if the Vessels are lost, sold or otherwise disposed of, all other
expenses which became due and payable to the Managers through the date of
termination, including all severance costs, shall be immediately due and
payable.


 


9.                Budgets and Management of
Funds


 


9.1   The
Managers shall prepare annually a Budget estimating the annual Operating Costs
for the following twelve months.  Such
budget shall include the estimated cost of anticipated drydockings schedule to
be performed on the Vessels during the particular year covered by the Budget.  The budget for the first year hereof is set
out in Annex “C” hereto.  Subsequent
annual budgets shall be prepared by the Managers not less than three months
before the anniversary date of the commencement of this Agreement (see Clause 2
and Box 4).


 


9.2   Following
its preparation of the budget, the Managers shall prepare their estimate of the
working capital requirement of the Vessels and the Managers shall each month
up-date this estimate.  Based thereon,
the Managers shall each month request the Owners in writing for the funds
required to operate the Vessels for the ensuing month and payment of any
occasional or extraordinary item of expenditure, as described in Clauses 25, 26
and 28, additional insurance premiums, bunkers or provisions or any other
unbudgeted Operating Cost reasonably or necessarily incurred by the Managers in
the operation of the Vessels.  Such funds
shall be received by the Managers within ten running days after the receipt by
the Owners of the Managers’ written request and shall be held to the credit of
the Managers in a separate bank account. 
As provided in Clause 7.2, the Managers may debit all expenses incurred
by the Managers under this Agreement against this account.


 


9.3   The
Managers shall produce a comparison between budgeted and actual income and
expenditure of the Vessels monthly or at such other intervals as determined by
the Managers.


 


9.4   The
Managers shall, at no extra cost to the Owners, provide their own office
accommodations, office staff, facilities and stationery.


 

















 


9.5   All
discounts and commissions obtained by the Managers in the course of the
management of the Vessels shall be credited to the Owners.


 


9.6   Notwithstanding
anything contained herein to the contrary, the Managers shall in no
circumstances be required to use or commit their owner funds to finance the
provision of the Management Services.


 


10.         Managers Right to
Sub-Contract


 


The Managers
shall have the right to sub-contract any of their obligations hereunder and may
(i) freely assign any obligations hereunder to any affiliate of the
Managers at any time and (ii) utilize the services of third parties to
fulfill the Managers’ obligations hereunder.  In the event of such a
sub-contract the Managers shall remain fully liable for the due performance of
their obligations under this Agreement.


 


11.          Responsibilities


 


11.1   Force Majeure - Neither the Owners nor the Managers shall
be under any liability for any failure to perform any of their obligations
hereunder by reason of any cause whatsoever of any nature or kind beyond their
reasonable control.


 


11.2   Liability to
Owners
- (i) Without prejudice to sub-clause 11.1, the Managers shall be
under no liability whatsoever to the Owners for any loss, damage, delay or
expense of whatsoever nature, whether direct or indirect, (including but not
limited to loss of profit arising out of or in connection with detention of or
delay to the Vessels) and howsoever arising in the course of performance of the
Management Services UNLESS same is
proved to have resulted solely from the gross negligence or wilful default of
the Managers or their employees, or agents or sub-contractors employed by them
in connection with the Vessels, in which case  (save where loss, damage,
delay or expense has resulted from the Managers’ personal act or omission committed
with the intent to cause same or recklessly and with knowledge that such loss,
damage, delay or expense would probably result)  the Managers’ liability
for each incident or series of incidents giving rise to a claim or claims shall
never exceed $50,000.


 


(ii)  Notwithstanding
anything that may appear to the contrary in this Agreement, the Managers shall
not be liable for any of the actions of the Crew, even if such actions are
negligent, grossly negligent or wilful, except only to the extent that they are
shown to have resulted from a failure by the Managers to discharge their
obligations under sub-clause  3.1, in which case their liability
shall be limited in accordance with the terms of this Clause 11.   The Managers shall not, under any
circumstances be liable for any losses, costs, claims, liabilities and expenses
which the Owners may sustain as a consequence of such pre-existing or latent
defects in the Vessels, their systems, equipment and machinery.


 


11.3   Indemnity - Except to the extent and solely for the
amount therein set out that the Managers would be liable under sub-clause 
11.2 , the Owners hereby undertake to keep the Managers and their
employees, agents and sub-contractors indemnified and to hold them harmless
against all actions, proceedings, claims, demands or liabilities whatsoever or
howsoever arising which may be brought against them or incurred or suffered by
them arising out of or in connection with the performance of the Agreement,
including, without limitation, all actions, proceedings, claims demands or
liabilities brought under or relating to the U.S. Oil Pollution Act. CERCLA and
any other environmental or pollution liability or compensation laws,
regulations or conventions of any jurisdiction, and against and in respect of
all costs, losses, damages and expenses (including legal costs and expenses on
a full indemnit y basis) which the Managers may suffer or incur (either
directly or indirectly) in the course of the performance of this Agreement.


 


11.4   The
Owners further undertake to indemnify the Managers, their employees, agents and
sub-contractors against all taxes, imposts, fines and duties levied by any
government as a result of the Vessels’ operations, regardless of whether such
taxes, imposts, fines and duties are levied on the Vessels, the Owners or the
Managers.  Such indemnity shall not apply
to taxes imposed on amounts paid to the Managers as consideration for the
Management Services it shall provide under the terms of this Agreement.


 


11.5    The
provisions and undertakings of this Clause 11 shall remain in force
notwithstanding the termination of this Agreement pursuant to Clauses 17 and
20.


 


11.6   “Himalaya” - It is hereby expressly agreed that no
employee or agent of the Managers (including every sub-contractor from time to
time employed by the Managers) shall in any circumstances whatsoever be under
any liability whatsoever to the Owners for any loss, damage or delay of
whatsoever kind arising or resulting directly or indirectly from any act,
neglect or default on his part while acting in the course of or in connection
with his employment and, without prejudice to the generality of the foregoing
provisions in this Clause 11 , every exemption, limitation,
condition and liberty herein contained and every right, exemption from
liability, defence and immunity of whatsoever nature applicable to the Managers
or to which the Managers are entitled hereunder shall also be available and
shall extend to protect every such employee or agent of the Managers acting as
aforesaid and for the purpose of all the foregoing provisions of this
Clause 11 the Managers are or shall be deemed to be acting as agent or
trustee on behalf and for the benefit of all persons who are or might be their
servants or agents from time to time (including sub-contractors as aforesaid)
and all such persons shall to this extent be or be deemed to be parties to this
Agreement.


 

















 


12.              Documentation


 


Where the
Managers are providing Technical Management in accordance with sub-clause 3.2
and/or Crew Management in accordance with sub-clause  3.1 , they
shall maintain all documentation and records related to the Safety Management
System (SMS) and/or the Crew which the Owners need in order to demonstrate
compliance with the ISM Code and STCW 95 or to defend a claim against a
third party.  The Owners shall make available, upon Managers’ request, all
information, documentation and records required under any flag state law,
regulation or international convention and to inform the Managers of any
changes to those of the Owner’s details that that are required in the Vessels’
continuous synopsis record for the purposes of the ISPS Code .


 


13.             General
Administration


 


13.1   The
Managers shall handle and settle all first party and third-party claims arising
out of the operation of the Vessels as provided hereunder including the
settlement of any claims relating to general average or total constructive
loss.


 


13.2   The
Managers shall bring or defend and negotiate settlement of actions, suits or
proceedings in connection with matters entrusted to the Managers according to
this Agreement.


 


13.3   The
Managers shall appoint average adjusters and arrange for assistance in
preparing average accounts, taking security for cargo’s and freights proportion
of average.  The Managers shall also have
power to obtain legal or technical or other outside expert advice in relation
to the handling and settlement of claims and disputes or all other matters
affecting the interests of the Owners in respect of the Vessels and shall
arrange for the provision of any necessary guarantee bond or other security.


 


13.4   Any
costs reasonably incurred by Managers in carrying out its obligations according
to Clause 13 in connection with matters entrusted to the Managers under this
Agreement shall be reimbursed by the Owners.


 


13.5   The
Managers are authorized to receive sums payable by third parties to the Owners,
including, but not limited to the proceeds of insurance subject to Clause 27,
the settlement of claims and under any legal proceedings or arbitrations or any
settlement of claims.  Where the event(s) which form the subject of
such claims have caused the Managers expense under this Agreement, the Managers
are entitled to retain all or part of such settlements equal to the amount
expended by the Managers.


 


14.             Auditing


 


The Managers
shall at all times maintain and keep true and correct accounts and shall make
the same available for inspection and auditing by the Owners at such times as
may be mutually agreed.  On the
termination, for whatever reasons, of this Agreement, the Managers shall
release to the Owners, if so requested, the originals where possible, or
otherwise certified copies, of all such accounts and all documents specifically
relating to the Vessels and their operation.


 


15.      Compliance with Laws
and Regulations


 


The Managers
will not do or permit to be done anything which might cause any breach or
infringement of the laws and regulations of the Vessels’ flag, or of the places
where they trade.


 


16.      Duration of the
Agreement


 


This
Agreement shall come into effect in accordance with Clause 2 and terminate
in accordance with Clauses 17 and 20.


 


17.      Termination


 


17.1   Owners’ default


 


(i)                 The
Managers shall be entitled to terminate the Agreement with immediate effect by
notice in writing if any moneys payable by the Owners under this Agreement
shall not have been received in the Managers’ nominated account within ten
running days of receipt by the Owners of the Managers’ written request or if
the Vessel is repossessed by the Mortgagees.


 


(ii)                If
the Owners: proceed with the employment of or continue to employ the Vessel in
the carriage of contraband, blockade running, or in an unlawful trade, or on a
voyage which in the reasonable opinion of the Managers is unduly hazardous or
improper, the Managers may give notice of the default to the Owners, requiring
them to remedy it as soon as practically possible.  In the event that the
Owners fail to remedy it within a reasonable time to the satisfaction of the
Managers, the Managers shall be entitled to terminate the Agreement with
immediate effect by notice in writing.


 

















 


17.2               Managers’ Default


 


If the
Managers fail to meet their obligations under Clauses 3 and 4
of this Agreement for any reason within the control of the Managers, the Owners
may give notice to the Managers of the default, requiring them to remedy it as
soon as practically possible.  In the event that the Managers fail to
remedy it within a reasonable time to the satisfaction of the Owners, the
Owners shall be entitled to terminate the Agreement with immediate effect by
notice in writing.


 


17.3               Extraordinary Termination


 


This
Agreement shall be deemed to be terminated with respect to any particular
Vessel that is sold or which becomes a total loss or is declared as a
constructive or compromised or arranged total loss or is requisitioned.  Any such Vessel shall be deemed striken from
Exhibit A, as of the date and time of its sale or loss.


 


17.4               For the purpose of sub-clause 8.3
hereof


 


(i)                     the
date upon which the Vessel is to be treated as having been sold or otherwise
disposed of shall be the date on which the Owners cease to be registered as
Owners of the Vessel;


 


(ii)                    the
Vessel shall not be deemed to be lost unless either she has become an actual
total loss or agreement has been reached with her underwriters in respect of
her constructive, comprised or arranged total loss or if such agreement with
her underwriters is not reached it is adjudged by a competent tribunal that a
constructive loss of the Vessel has occurred.


 


17.5                  This Agreement shall terminate forthwith in
the event of an order being made or resolution passed for the winding up,
dissolution, liquidation or bankruptcy of either party (otherwise than for the
purpose of reconstruction or amalgamation) or if a receiver is appointed, or if
it suspends payment, ceases to carry on business or makes any special
arrangement or composition with its creditors.


 


17.6                  The termination of this Agreement shall be
without prejudice to all rights accrued due between the parties prior to the
date of termination.


 


18.         Law and Arbitration


 


18.1                  This Agreement shall be governed and
construed in accordance with Title 9 of the United States Code, the General
Maritime Law of the United States, and to the extend such laws are not
applicable, the laws of the State of New York, without reference to its
conflicts of laws principles. Any dispute arising out of or in connection with
this Agreement shall be referred to arbitration in New York in accordance with
the rules of the Society of Maritime Arbitrators, Inc., New York
(SMA).  Any award of the arbitrator(s) shall be final and binding and
not subject to appeal.


 


19.         Notices


 


19.1                  Any notice to be given by either party to
the other party shall be in writing and may be sent by fax, telex, registered
or recorded mail or by personal service.


 


19.2                 The address of the Parties for service of
such communication shall be as stated in Boxes 19 and 20,
respectively.


 

















 


ADDITIONAL
CLAUSES TO


SHIP
MANAGEMENT AGREEMENT


 


	
  TABLE OF CONTENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  20.

  	
  DURATION AND TERMINATION

  	
  1

  
	
  21.

  	
  COMMUNICATIONS

  	
  1

  
	
  22.

  	
  ASSIGNMENT CLAUSE

  	
  1

  
	
  23.

  	
  THIRD PARTY RIGHTS

  	
  1

  
	
  24.

  	
  AMENDMENT OF LIST OF MANAGED VESSELS

  	
  1

  
	
  25.

  	
  CHANGES AND/OR IMPROVEMENT NECESSARY FOR THE
  OPERATION OF THE VESSEL OR IMPOSED BY LEGISLATION, CLASS OR VETTING
  APPROVALS

  	
  1

  
	
  26.

  	
  REIMBURSEMENT OF UNANTICIPATED REPAIR COSTS

  	
  2

  
	
  27.

  	
  LOSS OF HIRE INSURANCE

  	
  2

  
	
  28.

  	
  ISPS CODE

  	
  2

  
	
  29.

  	
  CASUALTY PLANNING AND MANAGEMENT

  	
  2

  
	
  30.

  	
  MANAGEMENT FEE

  	
  3

  
	
  31.

  	
  MISCELLANEOUS

  	
  3

  



 

















 


20.       DURATION
AND TERMINATION


 


The term of this Agreement shall begin upon execution
of the Protocol of Acceptance of Delivery and Commencement of Ship Management
Services (Exhibit B hereto) and shall continue in force for a period of 5
years from the date of execution of said Protocol, unless terminated earlier in
accordance with Clause 17 of this Agreement; provided, however, that
(i) the Managers shall have the right to terminate this Agreement upon 90
days’ prior written notice to the Owners following the second anniversary of
the date of this Agreement and (ii) the Owners shall have the right to
terminate this Agreement upon 90 days’ prior written notice to the Managers at
any time.


 


21.       COMMUNICATIONS


 


All communications under this Agreement shall be in
the English language.


 


22.       ASSIGNMENT
CLAUSE


 


The Owners may, upon giving notice to the Managers,
assign all of their rights under this Agreement to any mortgagee of the Vessel
provided that such assignment shall not otherwise prejudice any of the rights
of the Managers under this Agreement. 
The Managers shall acknowledge any assignment that complies with this
Clause in such form as the mortgagee may reasonably request.


 


23.       THIRD
PARTY RIGHTS


 


Except as stated in this Clause, the parties to this
Agreement do not intend that any of the terms will be enforceable by any person
not a party to it.  This Clause shall not
apply to companies in the same corporate groups as either the Owners or the
Managers or to crew or to employees, subcontractors and agents of the Managers
to whom Clause 11.7 “Himalaya” would apply but for this Clause.


 


24.       AMENDMENT
OF LIST OF MANAGED VESSELS


 


The Vessels for which the Managers shall provide
Management Services, as defined in Clause 1, shall be identified in
Exhibit A.  It is understood that as
the composition of the Owners’ fleet changes, it shall, from time to time, be
necessary to add vessels to, or delete vessels from, Exhibit A.  Either party to this Agreement may initiate
such amendments to Exhibit A by serving written notice thereof on the
other party.  Such amendments shall
become effective as of the date of the other party’s written acceptance of the
proposed amendment.  As provided in
Clause 17.3, any vessel sold or otherwise lost shall be deemed stricken from
Exhibit A, as of the date and time of its sale or loss.


 


25.       CHANGES
AND/OR IMPROVEMENT NECESSARY FOR THE OPERATION OF THE VESSEL OR IMPOSED BY
LEGISLATION, CLASS OR VETTING APPROVALS


 


In the event that any improvement, structural change
or the installation or modification of equipment is imposed by
(a) compulsory legislation or regulations, (b) class rules or
(c) an oil company whose vetting approval is required pursuant to any
charter under which the Vessels are operating, the Managers shall, at the
expense of the Owners effect such improvement, structural change or equipment
installation or modification.  The Owners
shall reimburse the Managers for all costs arising under this Clause as
provided in Clause 9.


 

















 


Any change, improvement or installation made pursuant
to this Clause 25 (other than any change or improvement to, or installation of,
equipment that belongs to the Managers or a third party) shall be the property
of Owners.


 


26.       REIMBURSEMENT
OF UNANTICIPATED REPAIR COSTS


 


In the event any extraordinary, emergency or otherwise
unanticipated repairs to the Vessel are required to be made which are not
included in the budgeting process described in Clause 9 and which are not fully
covered by hull and machinery insurance or warranty, the cost attributable to
such repairs, in excess of such insurance coverage and deductibles, which may
occur at a subsequent regularly scheduled drydocking or otherwise (in excess of
any applicable insurance or warranty payments) shall be for the account of the
Owners and shall be reimbursed to the Managers as provided in Clauses 7 and 9.


 


27.       LOSS
OF HIRE INSURANCE


 


The Managers shall procure, at the Owners’ expense,
loss of hire insurance on behalf of Owners on terms and conditions subject to
the availability of such coverage on commercially reasonable terms.  The Managers shall not be responsible for any
deductible payments with respect to such loss of hire insurance.  The Managers shall arrange for loss of hire
insurance, with deductible periods, daily indemnity amounts and maximum
coverages that are in conformity with prudent vessel management practices, to
be in place as of the effective date of this Agreement.


 


28.       ISPS
CODE


 


The Managers shall perform the duties of the “Company”
as required by the ISPS Code.  The
Managers shall also perform the Owners’ obligations and benefit from the
Owners’ rights under the BIMCO ISPS Code Time Charter Party Clause in any
charterparty under which the Vessels may be operating during the term of this
Agreement.  The Managers shall be
entitled to retain any sums received or recovered from Charterers or from any
other party in relation to ISPS Code actions and duties.  If the Managers incur expenditures as a
result of complying with the ISPS Code or making prudent security precautions
that are not recoverable from charterers pursuant to the BIMCO ISPS Code Time
Charter Party Clause, the Owners shall indemnify the Managers for such
expenditures, pursuant to Clause 9, as invoiced to the Owners with full
supporting documentation.


 


29.       CASUALTY
PLANNING AND MANAGEMENT


 


A.        The
Managers shall provide for the preparation and submission to relevant
authorities, and ensure timely approval by said authorities, of the following
oil pollution incident response plans:


 


(1)                         A Shipboard Oil Pollution Emergency Plan
(“SOPEP”), pursuant to Regulation 26 of Annex I of the International Convention
for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of
1978, as amended (“MARPOL 73/78”); and


 


(2)                         A Vessel Response Plan (“VRP”), pursuant
to the U.S. Oil Pollution Act of 1990 (“OPA”) and implementing regulations
published at 33 C.F.R. Part 155.


 


B.         The
Managers shall provide training for the Vessels’ Crews to instruct cognizant
individuals of their duties and responsibilities under the VRP, as required by
OPA and 33 


 


2

















 


C.F.R. § 155.1055, and shall conduct periodic
exercises of the VRP, as required by OPA and 33 C.F.R. § 155.1060.


 


C.         The
Managers shall maintain all records and other documentation, relating to oil
pollution incident emergency response planning, as may be required by MARPOL
73/78 and OPA, and its implementing regulations (33 C.F.R. Part 155,
Subpart D).


 


D.         In the
event of an oil pollution incident involving one of the Vessels, the Managers
shall ensure that timely notice of he incident is given, on its own behalf and
on behalf of the Owners, to relevant authorities, as may be required by MARPOL
73/78 and OPA.  The Managers shall also
ensure timely activation and efficient management of the Vessel’s VRP and/or
SOPEP upon the occurrence of any such oil pollution incident.


 


E.         The
Managers are expressly authorized to act as agents for the Owners to enter into
arrangements, by contract or otherwise, with third-party contractors,
consultants and other providers, to ensure the availability of the services
called for in the VRP, SOPEP or which might from time to time be necessary to
comply with the provisions of OPA, MARPOL 73/78 or any other Federal, State or
International environmental requirement.


 


30.       MANAGEMENT
FEE


 


In addition to its obligations, under Clauses 9 and
26, to reimburse the Managers for all the anticipated and unanticipated costs of
managing the Vessels under this Agreement, the Owners shall also pay a
management fee (the “Management Fee”) to the Managers for the Management
Services.  The Management Fee, payable
monthly in advance based upon the actual number of days in the applicable
month, shall be equal to four percent of the total monthly payroll cost of all
the crew who serve on board the Vessels. 
The Management Fee shall be included in the annual estimated budgeting
process described in Clause 9 and shall be paid to the Managers as provided in
Clause 7.2.


 


31.       MISCELLANEOUS


 


A.        The
Owners and the Managers severally agree to perform or cause to be performed
such action, and to execute, deliver or furnish or to cause to be executed,
delivered or furnished, all such further assurances, certificates, opinions and
other documents necessary or proper to carry out this Agreement.


 


B.         No
change in, or modification of, this Agreement shall be effective unless reduced
to writing and signed by the Owners and the Managers.


 


C.         The
invalidity of any provision of this Agreement shall not affect the remainder
hereof, which shall in such event be construed as if such invalid provision had
not been inserted.


 


D.         This
Agreement consists of Parts I and II of the Bimco Standard Ship Management
Agreement (“Shipman 98”) Form, these Additional Clauses, and the Exhibits
hereto.  All parts of this Agreement
shall be read together as a single agreement and in a manner that promotes
consistency between all parts of this Agreement.  No single part of this Agreement shall be
given greater weight than any other part of this Agreement in determining the
intended agreement of the parties hereto.


 


3

















 


E.         This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute one and
the same instrument.  Original signatures
hereto may be delivered by facsimile which shall be deemed originals.


 


F.         The
failure of either party to enforce any term of this Agreement shall not act as
a waiver.  Any waiver must be
specifically stated as such in writing.


 


4

















 


EXHIBIT
A


 


LIST OF
MANAGED VESSELS


 

















 


EXHIBIT
B


 


PROTOCOL
OF DELIVERY AND

COMMENCEMENT OF SHIP MANAGEMENT SERVICES


 


OSG America L.P. (“Owners”) and OSG Ship
Management, Inc. (“Managers”), each having its business address at Two
Harbour Place, 302 Knights Run Avenue, Tampa FL 
33602, each for itself does hereby certify that:


 


At        :         hours, Eastern                          Time, on                                    , 20       , the Owners accepted delivery of the
U.S.-flag tank vessels identified in Exhibit A to the Ship Management
Agreement between the Owners and Managers, dated [date] (the “Ship Management
Agreement”).


 


Commencing at the time and date of its acceptance of
delivery of said Vessels, as documented herein, the Owners appoint the Managers
as the managers of the Vessels pursuant to the terms and provisions of the Ship
Management Agreement.


 


IN WITNESS WHEREOF, the Owners and the Managers have
executed this Protocol of Delivery and Commencement of Ship Management Services
as of
                                      ,
2007.


 


	
  OWNERS:

  	
  MANAGERS:

  
	
   

  	
   

  
	
  OSG America L.P.

  	
  OSG Ship Management, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Name:

  
	
   

  	
  Title

  	
   

  	
  Title

  
						



 
















 


Exhibit C


 


Signatures of: (a) OSG America L.P.; and (b) the Owners of the Vessels
for which the Managers shall provide Management Services, as defined in Clause
1, are set forth below. It is understood that as the composition f the Owners’
fleet changes, it shall, from time to time, be necessary to add signature lines
or delete signature lines from this Exhibit. As provided in Clause 18.3, the
signature line for the owner of any vessel sold or otherwise lost shall be
deemed stricken from this Exhibit as of the date and time of its sale or loss.


 


	
  OSG AMERICA L.P.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  OSG America LLC, its General Partner

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Myles R. Itkin

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: Myles R. Itkin

  	
   

  
	
   

  	
   

  
	
  Title: Chief Financial Officer and Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Owned vessels:

  	
   

  
	
   

  	
   

  
	
  OSG Columbia LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Alan G. Himmelstein

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: Alan G. Himmelstein

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  Overseas Diligence LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  OSG Enterprise LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  



 


1

















 


	
  OSG Honour LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  OSG Independence LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  Overseas Integrity LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  OSG Intrepid LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  OSG Navigator LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Peter N. Popov

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: Peter N. Popov

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  



 


2

















 


	
  OSG Seafarer LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Alan G. Himmelstein

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: Alan G. Himmelstein

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  OSG 209 LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Peter N. Popov

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: Peter N. Popov

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  OSG 214 LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  OSG 242 LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  OSG 243 LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  



 


3

















 


	
  OSG 244 LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  OSG 252 LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Peter N. Popov

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: Peter N. Popov

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  OSG 254 LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Alan G. Himmelstein

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: Alan G. Himmelstein

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  Overseas Galena Bay LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  Luxmar Tanker LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  



 


4

















 


	
  Maremar Tanker LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  Overseas Puget Sound LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Leased vessels:

  	
   

  
	
   

  	
   

  
	
  Overseas Houston LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  Overseas Longbeach LLC

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Janice K. Smith

  	
   

  	
   

  
	
   

  
	
  Name: Janice K. Smith

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
	
   

  	
   

  
	
  Overseas New Orleans LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  



 


5

















 


	
  Overseas Philadelphia LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James I. Edelson

  	
   

  	
   

  
	
   

  	
   

  
	
  Name: James I. Edelson

  	
   

  
	
   

  	
   

  
	
  Title: Manager

  	
   

  
				



 


6