Exhibit 10.3


 


EXECUTION COPY


 




 





OMNIBUS AGREEMENT


 


AMONG


 


OVERSEAS SHIPHOLDING GROUP, INC.,


 


OSG AMERICA LLC, AND


 


OSG AMERICA L.P.




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
   

  	
   

  	
   

  
	
  Definitions

  
	
   

  
	
  SECTION 1.01.

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
   

  
	
  Restricted Business Opportunities

  
	
   

  
	
  SECTION 2.01.

  	
  Restricted
  Businesses

  	
  7

  
	
  SECTION 2.02.

  	
  Permitted
  Exceptions

  	
  7

  
	
  SECTION 2.03.

  	
  Scope of
  Prohibition

  	
  9

  
	
  SECTION 2.04.

  	
  Enforcement

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
   

  
	
  Optional Jones Act Assets

  
	
   

  
	
  SECTION 3.01.

  	
  Option to
  Purchase Certain Jones Act Assets

  	
  9

  
	
  SECTION 3.02.

  	
  Exercise
  Period of Options

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  
	
   

  
	
  Business Opportunities and Option Exercise
  Procedures

  
	
   

  
	
  SECTION 4.01.

  	
  Notice of
  Offered Assets

  	
  10

  
	
  SECTION 4.02.

  	
  Exercise of
  Options

  	
  10

  
	
  SECTION 4.03.

  	
  Term Sheets

  	
  11

  
	
  SECTION 4.04.

  	
  Access to
  Information

  	
  11

  
	
  SECTION 4.05.

  	
  Purchase
  Price

  	
  11

  
	
  SECTION 4.06.

  	
  Last Chance
  Option

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  
	
   

  
	
  Rights of First Offer

  
	
   

  
	
  SECTION 5.01.

  	
  Rights of
  First Offer

  	
  12

  
	
  SECTION 5.02.

  	
  Procedures
  for Rights of First Offer

  	
  13

  



 

















 


	
  ARTICLE VI

  
	
   

  
	
  Indemnification

  
	
   

  
	
  SECTION 6.01.

  	
  OSG
  Indemnification

  	
  14

  
	
  SECTION 6.02.

  	
  Limitation
  Regarding Indemnification

  	
  14

  
	
  SECTION 6.03.

  	
  Indemnification
  Procedures

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  
	
   

  
	
  Trade Name License

  
	
   

  
	
  SECTION 7.01.

  	
  Grant of
  Trade Name License

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  
	
   

  
	
  Miscellaneous

  
	
   

  
	
  SECTION 8.01.

  	
  Choice of
  Law; Submission to Jurisdiction

  	
  16

  
	
  SECTION 8.02.

  	
  Notice

  	
  16

  
	
  SECTION 8.03.

  	
  Entire
  Agreement

  	
  17

  
	
  SECTION 8.04.

  	
  Termination

  	
  17

  
	
  SECTION 8.05.

  	
  Waiver;
  Effect of Waiver or Consent

  	
  17

  
	
  SECTION 8.06.

  	
  Amendment or
  Modification

  	
  17

  
	
  SECTION 8.07.

  	
  Assignment

  	
  18

  
	
  SECTION 8.08.

  	
  Counterparts

  	
  18

  
	
  SECTION 8.09.

  	
  Severability

  	
  18

  
	
  SECTION 8.10.

  	
  Gender,
  Articles, Sections and Schedules

  	
  18

  
	
  SECTION 8.11.

  	
  Further
  Assurances

  	
  18

  
	
  SECTION 8.12.

  	
  Withholding
  or Granting of Consent

  	
  18

  
	
  SECTION 8.13.

  	
  Laws and
  Regulations

  	
  18

  
	
  SECTION 8.14.

  	
  Negotiation
  of Rights of OSG, Limited Partners, Assignees, and Third Parties

  	
  18

  
	
  SECTION 8.15.

  	
  No Recourse
  Against Officers or Directors

  	
  19

  



 

















 


OMNIBUS AGREEMENT is entered into on, and
effective as of, the Closing Date (as defined herein), among OVERSEAS
SHIPHOLDING GROUP, INC., a Delaware corporation (“OSG”), OSG AMERICA
LLC, a Delaware limited liability company (including any permitted successors
and assigns under the Partnership Agreement (as defined herein), “OSG MLP
General Partner”), for itself and on behalf of OSG MLP (as defined herein)
in its capacity as general partner, and OSG AMERICA L.P., a Delaware limited
partnership (“OSG MLP”).


 


WHEREAS OSG MLP proposes to
undertake an initial public offering of its common units and the Parties (as
defined herein) desire to enter into this Agreement to evidence their
understanding with respect to the various matters set forth herein;


 


WHEREAS the Parties desire by
their execution of this Agreement to evidence their understanding, as more
fully set forth in Article II and Article IV, with respect to (a) those
business opportunities that the OSG Entities (as defined herein) will not
pursue during the term of this Agreement and (b) the procedures whereby
such business opportunities are to be offered to the OSG Partnership Group (as
defined herein) and accepted or declined;


 


WHEREAS the Parties desire by
their execution of this Agreement to evidence their understanding, as more
fully set forth in Article III and Article IV, with respect to (a) OSG
MLP’s exclusive options to acquire the Option Assets (as defined herein) and (b) the
procedures whereby such options are exercised;


 


WHEREAS the Parties desire by
their execution of this Agreement to evidence their understanding, as more
fully set forth in Article V, with respect to (a) OSG’s right of
first offer with respect to certain Jones Act Assets (as defined herein) that
the OSG MLP Entities may wish to dispose of and (b) OSG MLP’s right of
first offer with respect to certain Jones Act Assets (as defined herein) the
OSG Entities may wish to dispose of; and


 


WHEREAS the Parties desire by
their execution of this Agreement to evidence their understanding, as more
fully set forth in Article VI, with respect to certain indemnification
obligations of OSG.


 


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 agree as
follows:


 

















 


ARTICLE I


 


Definitions


 


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


 


“Affiliate” means, with
respect to any Person, any other Person that directly or indirectly through one
or more intermediaries’ controls, is controlled by or is under common control
with, the Person in question.  As used
herein, the term “control” means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise.


 


“Agreement” means this
Omnibus Agreement, as it may be amended, modified, or supplemented from time to
time in accordance with Section 8.06 hereof.


 


“APSI” means Aker Philadelphia
Shipyard, Inc., a Pennsylvania corporation.


 


“ASC” means American
Shipping Corporation, a Delaware corporation.


 


“Bender” means Bender
Shipbuilding & Repair Co., Inc., an Alabama corporation.


 


“Bid Jones Act Assets”
has the meaning given to such term in Section 2.02(e)(iii).


 


“Change of Control”
means, with respect to any Person (the “Applicable Person”), any of the
following events:  (a) any sale,
lease, exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the Applicable Person’s assets to
any other Person, unless immediately following such sale, lease, exchange or
other transfer such assets are owned, directly or indirectly, by the Applicable
Person; (b) the consolidation or merger of the Applicable Person with or
into another Person pursuant to a transaction in which the outstanding Voting
Securities of the Applicable Person are changed into or exchanged for cash,
securities or other property, other than any such transaction where (i) the
outstanding Voting Securities of the Applicable Person are changed into or
exchanged for Voting Securities of the surviving Person or its parent and (ii) the
holders of the Voting Securities of the Applicable Person immediately prior to
such transaction own, directly or indirectly, not less than a majority of the
outstanding Voting Securities of the surviving Person or its parent immediately
after such transaction; and (c) a “person” or “group” (within the meaning
of Sections 13(d) or 14(d)(2) of the Exchange Act) (other than OSG
or its Affiliates, with respect to OSG MLP General Partner), being or becoming
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act) of more than 50% of all of the then outstanding Voting Securities
of the Applicable Person, except in a merger or consolidation which would not
constitute a Change of Control under clause (b) above.


 


2

















 


“Closing Date” means the
date of the closing of the initial public offering of common units representing
limited partner interests in OSG MLP.


 


“Conflicts Committee”
means the Conflicts Committee of the board of directors of OSG MLP General
Partner.


 


“Contribution Agreement”
means that certain Amended and Restated, Contribution, Conveyance and
Assumption Agreement, dated as of the Closing Date, among OSG Bulk Ships, Inc.,
OSG Ship Management, Inc., OSGA MLP One Percent Interest Corporation, OSG
MLP General Partner, OSG MLP and OSG America Operating Company LLC, together
with the additional conveyance documents and instruments contemplated or
referenced thereunder.


 


“Contribution Assets” has
the meaning given such term in Section 6.01.


 


“control” means the
possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a Person, whether through ownership of voting
securities, by contract or otherwise.


 


“Covered
Environmental Losses” means all Losses suffered or incurred by the OSG MLP
Group by reason of, arising out of or resulting from:


 


(a) any violation or
correction of violation of Environmental Laws; or


 


(b) any event, omission or
condition relating to environmental or human health and safety matters, in each
case, associated with the ownership or operation by the OSG Entities of the
Contribution Assets (including, without limitation, the presence of Hazardous
Substances on, under, about or migrating to or from the Contribution Assets or
the disposal, release of or exposure to Hazardous Substances generated by or
otherwise related to the operation of the Contribution Assets, irrespective of
where such assets are located), including, without limitation, (i) the
cost and expense of any investigation, assessment, evaluation, monitoring,
containment, cleanup, repair, restoration, remediation or other corrective
action required or necessary under Environmental Laws, (ii) the cost or
expense of the preparation and implementation of any closure, remedial,
corrective action or other plans required or necessary under Environmental Laws
and (iii) the cost and expense for any environmental or toxic tort
pre-trial, trial or appellate legal or litigation support work;


 


but only to the extent that
such violation complained of under clause (a), or such events, omissions or
conditions included in clause (b), occurred before the Closing Date; and, provided
that, in no event shall Losses to the extent arising from a change in any
Environmental Law after the Closing Date be deemed “Covered Environmental
Losses”.


 


“Environmental Laws”
means all U.S. Federal, state and local and all foreign laws, statutes, rules,
regulations, orders, judgments and ordinances relating to protection of health
and safety and the environment, including, without limitation, the United
States Federal Comprehensive Environmental Response, Compensation and


 


3

















 


Liability Act, the Resource
Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Safe
Drinking Water Act, the Toxic Substances Control Act, the Oil Pollution Act of
1990, the Hazardous Materials Transportation Act, the Marine Mammal Protection
Act, the Endangered Species Act, the National Environmental Policy Act, and
other environmental conservation and protection laws, each as amended through
the Closing Date.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


“First Offer Negotiation
Notice” has the meaning given such term in Section 5.02(b).


 


“First Offer Negotiation
Period” has the meaning given such term in Section 5.02(c).


 


“Hazardous Substances”
means (a) substances defined in or regulated under applicable
Environmental Laws; (b) petroleum and petroleum products, including crude
oil and any fractions thereof; (c) natural gas, synthetic gas and any
mixtures thereof; (d) any substances with respect to which a Federal,
state, foreign or local agency requires environmental investigation,
monitoring, reporting or remediation; (e) any hazardous waste or solid
waste, pollutant or contaminant within the meaning of any Environmental Law; (f) any
solid, hazardous, dangerous or toxic chemical, material, waste or substance,
within the meaning of and regulated by any Environmental Law; (g) any
radioactive material; and (h) any asbestos-containing materials that
represent a health hazard.


 


“Jones Act Assets” means
any product carrier, tanker or tug-barge unit used in connection with a
Restricted Business and related charters and where the context requires
includes the entity that owns or charters such product carrier, tanker or
tug-barge unit.


 


“Jones Act Project”
means any project involving a Restricted Business.


 


“Last Chance Option” has
the meaning given such term in Section 4.06.


 


“lease”, for the
avoidance of doubt, includes without limitation, a bareboat charter agreement.


 


“Losses” means losses,
damages, liabilities, claims, demands, causes of action, judgments,
settlements, fines, penalties, costs and expenses (including, without
limitation, court costs and reasonable attorneys’ and experts’ fees) of any and
every kind or character; provided, however, that such term shall
not include any special, indirect, incidental or consequential damages.


 


“Negotiation Period” has
the meaning given such term in Section 4.05.


 


“Offered Assets” has the
meaning given such term in Section 4.01.


 


4

















 


“Offered Assets Notice”
has the meaning given such term in Section 4.01.


 


“Option Assets” has the
meaning given such term in Section 3.01.


 


“Option Assets Exercise
Notice” has the meaning given such term in Section 4.02.


 


“Options” has the
meaning given such term in Section 3.01.


 


“OSG” is defined in the
introduction to this Agreement.


 


“OSG Bareboat Charter Entity”
has the meaning given such term in Section 3.01(b)(i).


 


“OSG Barge Entity” has
the meaning given such term in Section 3.01(a)(ii).


 


“OSG Entities” means OSG
and any Person controlled, directly or indirectly, by OSG other than the OSG MLP
Entities.


 


“OSG MLP” is defined in
the introduction to this Agreement.


 


“OSG MLP General Partner”
is defined in the introduction to this Agreement.


 


“OSG MLP Entities” means
OSG MLP General Partner and each member of the OSG MLP Group.


 


“OSG MLP Group” means OSG
MLP and any Person controlled by OSG MLP.


 


“OSG MLP Group Member”
means any Person that is part of the OSG MLP Group.


 


“OSG Tug Entity” has the
meaning given to such term in Section 3.01(a)(i).


 


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


 


“Partnership Agreement”
means the Amended and Restated Agreement of Limited Partnership of the OSG MLP,
dated as of the Closing Date, as such agreement is in effect on the Closing
Date, to which reference is hereby made for all purposes of this
Agreement.  No amendment or modification
to the Partnership Agreement subsequent to the Closing Date shall be given
effect for purposes of this Agreement unless consented to by each of the
Parties to this Agreement.


 


“Partnership Securities”
has the meaning given to such term in the Partnership Agreement.


 


5

















 


“Person” means an
individual, corporation, partnership, joint venture, trust, limited liability
company, unincorporated organization or any other entity.


 


“Potential Transferee”
has the meaning given such term in Section 5.02(a).


 


“Potential Transferee Group
Member” means the Potential Transferee and any Person controlled by such
Potential Transferee.


 


“Proposed Purchase Price”
has the meaning given to such term in Section 4.05.


 


“Proposed Purchase Price
Notice” has the meaning given to such term in Section 4.05.


 


“Rejection Notice” has
the meaning given to such term in Section 5.02(d).


 


“Restricted Business” has
the meaning given to such term in Section 2.01.


 


“Retained Assets” means
all right, title and interest in and to assets of the OSG Entities other than the
Contribution Assets.


 


“Retained Liabilities”
means any and all liabilities and obligations of any and every kind or
character of the OSG Entities not assumed by the OSG MLP Group pursuant to the
Contribution Agreement.


 


“Sale Assets” has the
meaning given such term in Section 5.02(a).


 


“Section 7-704(d)”
means Section 7-704(d) of the Internal Revenue Code of 1986, as
amended, and any successor provision thereto.


 


“Term Sheet” has the
meaning given such term in Section 4.03.


 


“Transfer” means any
transfer, assignment, sale or other disposition of the leasehold interests or
fee ownership interests in any Jones Act Assets by an OSG Entity or OSG MLP
Group Member or all of the capital stock or membership interests of the OSG
Entity or OSG MLP Group Member that leases or owns any Jones Act Assets, as
applicable; provided, however, that such term shall not include:  (a) transfers, assignments, sales or
other dispositions from an OSG Entity to another OSG Entity, or from an OSG MLP
Group Member to another OSG MLP Group Member; (b) transfers, assignments,
sales or other dispositions pursuant to the terms of any related charter,
contract of affreightment or other agreement with a charter party or the party
to the contract of affreightment, as applicable; (c) transfers,
assignments, sales or other dispositions pursuant to Article II; or (d) grants
of security interests in or mortgages or liens on such Jones Act Assets in
favor of a bona fide third-party lender (but not the foreclosing of any such
security interest, mortgage or lien).


 


“Transfer Notice” has
the meaning given such term in Section 5.02(a).


 


6

















 


“Transferring Party” has
the meaning given such term in Section 5.02(a).


 


“Transferring Party Parent”
has the meaning given such term in Section 5.02(a).


 


“Voting Securities”
means securities of any class of a Person entitling the holders thereof to vote
in the election of members of the board of directors or other similar governing
body of the Person.


 


ARTICLE II


 


Restricted Business Opportunities


 


SECTION 2.01.  Restricted Businesses.  Except as permitted by Section 2.02, OSG
shall not, and shall not permit the other OSG Entities to, engage in or acquire
or invest in any business that provides marine transportation, distribution and
logistics services in connection with the transportation of crude oil and
refined petroleum products by water between points in the United States to
which the United States coastwise laws apply to the extent such business, at
the time such business is first proposed to be engaged in by any such OSG
Entity, generates “qualifying income” within the meaning of Section 7-704(d) (each
a “Restricted Business”).


 


SECTION 2.02.  Permitted Exceptions.  Notwithstanding any provision of Section 2.01
to the contrary, any OSG Entity may engage in the following activities under
any of the following circumstances:


 


(a) the engagement in, acquisition of or investment in any
Restricted Business with the approval of the Conflicts Committee;


 


(b) the ownership, operation and/or chartering of any Retained
Assets (including replacements of and modifications or additions to the
Retained Assets) or Option Assets (including replacements of and modifications
or additions to the Option Assets) and in the case of any Option Assets unless
and until such Option Assets are Transferred to an OSG MLP Group Member upon
the exercise of the Option to acquire such Option Assets;


 


(c) the ownership, operation and/or chartering of any Jones Act
Assets acquired after the Closing Date, including Jones Act Assets acquired as
part of a larger transaction, if the OSG Entity acquiring such Jones Act Assets
has offered OSG MLP General Partner the opportunity for any of the OSG MLP Group
Members to acquire such Jones Act Assets in accordance with the procedures set
forth in Article IV and OSG MLP General Partner, with the approval of the
Conflicts Committee, has elected not to cause any OSG MLP Group Member to acquire
such Jones Act Assets;


 


7





















 


(d) the entry into any arrangement for the construction of
newbuild Jones Act Assets and/or the chartering of such newbuild Jones Act
Assets to a third party that is not an Affiliate of OSG and upon delivery of
any such newbuild Jones Act Assets the ownership, operation and/or chartering
of such newbuild Jones Act Asset if the OSG Entity acquiring such Jones Act
Assets has offered OSG MLP General Partner the opportunity for any of the OSG
MLP Group Members to acquire such newbuild Jones Act Assets in accordance with
the procedures set forth in Article IV and OSG MLP General Partner, with
the approval of the Conflicts Committee, has elected not to cause any OSG MLP
Group Member to acquire such Jones Act Assets;


 


(e) the ownership, operation and/or chartering of Jones Act Assets
that (i) have been offered to OSG MLP General Partner as described in Section 2.02(c),
(ii) are newbuild Jones Act Assets that have been offered to OSG MLP
General Partner as described in Section 2.02(d) or (iii) relate
to a tender, bid or award for a proposed Jones Act Project that an OSG Entity
has submitted or received (or hereafter submits or receives) (such Jones Act
Assets in clause (iii) being referred to herein as “Bid Jones Act
Assets”), in each case pending the applicable offer of such Jones Act
Assets to OSG MLP General Partner and the determination of OSG MLP General
Partner in accordance with Article IV whether to acquire such Jones Act
Assets and, if OSG MLP General Partner, with the approval of the Conflicts Committee,
has elected to cause an OSG MLP Group Member to acquire such Jones Act Assets,
pending the closing of such acquisition;


 


(f) the ownership, operation and/or chartering of Jones Act Assets
referred to in Section 2.02(e) that OSG MLP General Partner, with the
approval of the Conflicts Committee, has elected to cause an OSG MLP Group
Member to acquire such Jones Act Assets but in respect of which (i) OSG
and the Conflicts Committee failed to agree upon the terms and conditions for
the Transfer of such Jones Act Assets to an OSG MLP Group Member in accordance
with Article IV and (ii) the Last Chance Option was not exercised in
accordance with Section 4.06;


 


(g) the provision by OSG Entities of ship management services
relating to a Restricted Business;


 


(h) the acquisition of up to a 9.9% equity ownership, voting or
profit participation interest in any publicly traded Person (other than OSG MLP)
that engages in a Restricted Business;


 


(i) the ownership, operation and/or chartering of any Jones Act
Assets with respect to which OSG MLP General Partner has advised OSG that OSG
MLP General Partner has elected, with the approval of the Conflicts Committee,
not to cause an OSG MLP Group Member to acquire (or seek to acquire).


 


8





















 


SECTION 2.03.  Scope of Prohibition.  If any OSG Entity engages in a Restricted
Business pursuant to any of the exceptions described in Section 2.02 OSG shall
not, and shall not permit the other OSG Entities to, subsequently expand such
business other than pursuant to the exceptions contained in Section 2.02.  Except as otherwise provided in this Article II
and the Partnership Agreement each OSG Entity shall be free to engage (whether
directly or through the acquisition of equity or debt interests in any Person) in
any business activity whatsoever, including those that may be in direct
competition with any OSG MLP Entity.


 


SECTION 2.04.  Enforcement.  OSG agrees and acknowledges that OSG MLP does
not have an adequate remedy at law for the breach by OSG of its covenants and
agreements set forth in this Article II, and that any breach by OSG of its
covenants and agreements set forth in this Article II would result in
irreparable injury to OSG MLP.  OSG
further agrees and acknowledges that OSG MLP may, in addition to the other
remedies which may be available to OSG MLP, file a suit in equity to enjoin OSG
from such breach, and consent to the issuance of injunctive relief to enforce
the provisions of this Article II.


 


ARTICLE III


 


Optional Jones Act Assets


 


SECTION 3.01.  Option to Purchase Certain Jones Act
Assets.  OSG, on behalf of itself and
the other OSG Entities, hereby grants to OSG MLP General Partner, on behalf of
OSG MLP, exclusive options for any of the OSG MLP Group Members to:


 


(a)  purchase (i) all
of the capital stock or membership interests of each OSG Entity specified in
Schedule I to this Agreement (each an “OSG Tug Entity”) that has
entered into a shipbuilding contract with Bender to construct the newbuild
Jones Act Assets specified in Schedule I to this Agreement alongside the
name of such OSG Tug Entity and (ii) with respect to each such OSG Tug
Entity, all of the capital stock or membership interests of each OSG Entity
(each an “OSG Barge Entity”) specified in Schedule 1 alongside such
OSG Tug Entity that has entered into a shipbuilding contract with Bender to
construct the newbuild Jones Act Assets specified in Schedule I alongside
the name of such OSG Barge Entity;


 


(b)  (i) purchase all
of the capital stock or membership interests of each OSG Entity specified in
Schedule II to this Agreement (each an “OSG Bareboat Charter Entity”)
that has entered into a bareboat charter agreement with a wholly owned
subsidiary of ASC to lease from such wholly owned subsidiary of ASC the newbuild
Jones Act Assets specified in Schedule II to this Agreement alongside the
name of such OSG Bareboat Charter Entity that is being or will be constructed
by APSI and (ii) with respect to each such OSG Bareboat Charter Entity, either
purchase all of the capital stock or membership interests of the applicable OSG
Entity that is the indirect parent of the OSG Entity that has entered into a
time charter agreement with such OSG Bareboat Charter Entity to time charter
the newbuild Jones Act Assets leased by such OSG


 


9





















 


Bareboat Charter Entity from a wholly owned subsidiary of ASC or take
an assignment of the applicable time charter agreement with such OSG Bareboat
Charter Entity to time charter the newbuild Jones Act Assets leased by such OSG
Bareboat Charter Entity from a wholly owned subsidiary of ASC;


 


Each OSG Entity subject to
clauses (a) and (b) above (collectively, the “Option Assets”)
shall be subject to separate options (each an “Option”, and
collectively, the “Options”) capable of being exercised by OSG MLP
General Partner, with the approval of the Conflicts Committee, individually and
separate from each other Option.


 


SECTION 3.02.  Exercise Period of Options.  Each Option to acquire Option Assets may be
exercised by OSG MLP General Partner, with the approval of the Conflicts
Committee, at any time during the period commencing as of the Closing Date and
ending on the date that is 364 days after the date of delivery of the
applicable Option Assets subject to such Option.


 


ARTICLE IV


 


Business Opportunities and Option Exercise Procedures


 


SECTION 4.01.  Notice of Offered Assets.  In the event that (a) an OSG Entity
acquires Jones Act Assets as described in Section 2.02(c), (b) an OSG
Entity enters into an arrangement for the construction of newbuild Jones Act
Assets as described in Section 2.02(d) or (c) an OSG Entity is
awarded a contract for the transportation requirements for all or any portion
of any proposed Jones Act Project for which an OSG Entity has tendered or
submitted a bid or received an award as described in Section 2.02(e)(iii),
then:


 


(i) in the case of clause (a) above,
not later than 30 days after the consummation of the acquisition; or


 


(ii) in the case of clauses (b) and
(c) above, not later than 180 days before the scheduled delivery date
of the relevant newbuild Jones Act Assets or Bid Jones Act Assets,


 


OSG shall notify (an “Offered
Assets Notice”) OSG MLP General Partner of such event and offer OSG MLP
General Partner the opportunity for any of the OSG MLP Group Members to acquire
such Jones Act Assets (the “Offered Assets”).


 


SECTION 4.02.  Exercise of Options.  OSG MLP General Partner shall notify (an “Option
Assets Exercise Notice”) OSG during the exercise period for each Option that
either (a) OSG MLP General Partner has elected, with the approval of the
Conflicts Committee, not to exercise such Option or (b) OSG MLP General
Partner, with the approval of the Conflicts Committee, has elected to exercise
such Option and wishes to cause an OSG MLP Group Member to acquire the Option
Assets subject to such Option, subject to the negotiation of the terms and
conditions of the Transfer to an OSG


 


10





















 


MLP Group Member of such Option Assets in accordance with the
provisions of this Article IV.


 


SECTION 4.03.  Term Sheets.  In the event that (a) OSG gives an
Offered Assets Notice or (b) OSG MLP General Partner gives an Option Assets
Exercise Notice electing, with the approval of the Conflicts Committee, to
exercise the applicable Option, then:


 


(i) in the case of clause (a) above, at the same time
the Offered Assets Notice is given;


 


(ii) in the case of clause (b) above, not later than 45
days after the date of the Option Assets Exercise Notice,


 


OSG shall
submit a term sheet (a “Term Sheet”) to OSG MLP General Partner
containing the fundamental terms and conditions (other than purchase price) on
which it would be willing to Transfer (or to cause another OSG Entity to
Transfer) to an OSG MLP Group Member the applicable Offered Assets or Option
Assets, as applicable, including any liabilities to be assumed by OSG MLP.


 


SECTION 4.04.  Access to Information.  As soon as practicable after a Term Sheet has
been submitted to OSG MLP General Partner, OSG will deliver to OSG MLP General
Partner all information prepared by or on behalf of or in the possession of OSG
relating to the Offered Assets or the Option Assets, as applicable, and
reasonably requested by OSG MLP General Partner.  As a condition of delivery of such
information to OSG MLP General Partner, OSG may require OSG MLP General Partner
to execute a formal confidentiality agreement in respect of such information in
a form reasonably satisfactory to OSG.


 


SECTION 4.05.  Purchase Price.  Within 45 days after receiving a Term
Sheet, OSG MLP General Partner shall, with the approval of the Conflicts
Committee, notify (a “Proposed Purchase Price Notice”) OSG of the consideration,
which may be any combination of cash and Partnership Securities, (the “Proposed
Purchase Price”) it is willing to cause an OSG MLP Group Member to pay for
the applicable Offered Assets or Option Assets. 
OSG and the Conflicts Committee shall negotiate in good faith for a 50-day
period following receipt of the Proposed Purchase Price Notice by OSG (the “Negotiation
Period”) the terms and conditions of an agreement, including the
consideration, for the Transfer of such Offered Assets or Option Assets, as
applicable, to an OSG MLP Group Member and such terms and conditions and consideration
are to be based on the terms and conditions set forth in the Term Sheet and the
Proposed Purchase Price Notice.  If OSG
and the Conflicts Committee are unable to agree on the terms and conditions of
an agreement for the Transfer of such Offered Assets or Option Assets, as
applicable, during the Negotiation Period then OSG and the Conflicts Committee
shall negotiate in good faith for a further 10-day period the terms and
conditions of a cash-only agreement for the Transfer of such Offered Assets or
Option Assets, as applicable, to an OSG MLP Group Member and failing agreement the
applicable OSG Entity may Transfer the applicable Offered Assets or Option
Assets to a third party not Affiliated


 


11





















 


with OSG within 180 days after the end of the 10-day period
immediately following the Negotiation Period on terms and conditions that are
not materially more favorable to the proposed purchaser than the terms and
conditions specified in the Term Sheet and for a purchase price that is not
less than 101% of the fair market value of the Proposed Purchase Price without
any further obligation, during such 180 day period, to offer OSG MLP General
Partner the opportunity for any of the OSG MLP Group Members acquire the
applicable Offered Assets or Option Assets in accordance with Article V.


 


SECTION 4.06.  Last Chance Option.  If the applicable OSG Entity has not
Transferred, or agreed in writing to Transfer, such Offered Assets or Option
Assets, as applicable, to a third party not Affiliated with OSG within 180 days
after the end of the 10-day period immediately following the Negotiation Period
in accordance with Section 4.05 then OSG MLP General Partner may elect,
with the approval of the Conflicts Committee, to cause an OSG MLP Group Member
to acquire the applicable Offered Assets or Option Assets upon the terms and
conditions specified in the Term Sheet and for the Proposed Purchase Price (a “Last
Chance Option”).  OSG MLP General
Partner shall notify OSG within 45 days of the earlier of the expiration
of the 180-day period after the end of the 10-day period immediately following
the Negotiation Period and such date on which OSG notifies OSG MLP General
Partner that it will no longer pursue a Transfer to a third party not Affiliated
with OSG that either (a) OSG MLP General Partner has elected, with the
approval of the Conflicts Committee, not to exercise the Last Chance Option or (b) OSG
MLP General Partner, with the approval of the Conflicts Committee, has elected
to exercise the Last Chance Option and wishes to cause an OSG MLP Group Member
to acquire the Offered Assets or Option Assets subject to such Last Chance
Option upon the terms and conditions specified in the Term Sheet and for the
Proposed Purchase Price.  In the event that
OSG MLP General Partner elects, with the approval of the Conflicts Committee,
not to exercise the Last Chance Option with respect to such Offered Assets or
Option Assets, then such OSG Entity shall be permitted to retain such Offered
Assets or Option Assets in accordance with Article II.


 


ARTICLE V


 


Rights of First Offer


 


SECTION 5.01.  Rights of First Offer.  (a)  OSG MLP, on behalf of itself and the
other OSG MLP Group Members, hereby grants to OSG a right of first offer on any
proposed Transfer by any OSG MLP Group Member of any Jones Act Assets owned, operated
or chartered by any such OSG MLP Group Member.


 


(b)  OSG, on behalf of
itself and the other OSG Entities, hereby grants to OSG MLP General Partner, on
behalf of OSG MLP, a right of first offer on any proposed Transfer by any OSG
Entity of any Jones Act Assets owned, operated or chartered by any such OSG
Entity, including any Option Asset or Offered Asset not purchased by any OSG
MLP Group Member pursuant to Article IV.


 


12





















 


(c)  The Parties
acknowledge that all potential Transfers of Jones Act Assets pursuant to this Article V
are subject to obtaining any and all written consents of governmental
authorities and other non-affiliated third parties and to the terms of all
existing agreements in respect of such Jones Act Assets.


 


SECTION 5.02.  Procedures for Rights of First Offer.  (a)  In the event that an OSG MLP Group
Member or an OSG Entity (as applicable, the “Transferring Party”)
proposes to Transfer any Jones Act Assets (the “Sale Assets”) to a third
party not Affiliated with such Transferring Party, prior to engaging in any
negotiations or otherwise offering to Transfer the Sale Assets to any such
third party, OSG or OSG MLP General Partner on behalf of such Transferring
Party (the “Transferring Party Parent”) shall notify (a “Transfer
Notice”) OSG or OSG MLP General Partner, as applicable, (the “Potential
Transferee”) of such event and shall specify in such Transfer Notice the
fundamental terms and conditions (including the consideration to be paid) on
which it would be willing to Transfer (or if it is not the Transferring Party,
to cause the Transferring Party to Transfer) to a Potential Transferee Group
Member the Sale Assets, including any liabilities to be assumed by the
Potential Transferee Group Member.  OSG
General Partner may only give a Transfer Notice with the approval of the
Conflicts Committee.


 


(b)  The Potential
Transferee shall notify (a “First Offer Negotiation Notice”) the Transferring
Party Parent within 10 days of receiving a Transfer Notice that either (a) the
Potential Transferee does not wish to cause a Potential Transferee Group Member
to acquire the Sale Assets or (b) the Potential Transferee does wish to
cause a Potential Transferee Group Member to acquire the Sale Assets, subject
to the negotiation of the terms and conditions of the Transfer of the Sale
Assets to a Potential Transferee Group Member in accordance with the provisions
of this Article V.  OSG General
Partner may only give a First Offer Negotiation Notice with the approval of the
Conflicts Committee.


 


(c)  In the event that a
Potential Transferee gives a First Offer Negotiation Notice specifying that the
Potential Transferee does wish to cause a Potential Transferee Group Member to
acquire the Sale Assets then the Potential Transferee and the Transferring
Party Parent shall negotiate in good faith for a 60-day period following
receipt of the First Offer Negotiation Notice by the Transferring Party Parent
(the “First Offer Negotiation Period”) the terms and conditions of an
agreement for the Transfer of such Sale Assets to a Potential Transferee Group
Member and such terms and conditions are to be based on the terms and conditions
set forth in the Transfer Notice.


 


(d)  If (i) the
Potential Transferee has given a First Offer Negotiation Notice specifying  that the Potential Transferee does not wish
to cause a Potential Transferee Group Member to acquire the Sale Assets (a “Rejection
Notice”) or (ii) the Potential Transferee and the Transferring Party
Parent are unable to agree on the terms and conditions of an agreement for the
Transfer of such Sale Assets during the First Offer Negotiation Period, then
the Transferring Party may Transfer such Sale Assets to a third party not
Affiliated with the Transferring Party within 180 days after the earlier of the
date the Transferring Party Parent receives a Rejection Notice and the end of
the First


 


13





















 


Offer Negotiation Period on terms and conditions that are not
materially more favorable to the proposed purchaser than the terms and
conditions specified in the Transfer Notice.


 


(e)  If the Transferring
Party has not Transferred, or agreed in writing to Transfer, such Sale Assets to
a third party not Affiliated with such Transferring Party within 180 days
after the earlier of the date the Transferring Party Parent receives a
Rejection Notice and the end of the First Offer Negotiation Period in
accordance with clause (d) then the Transferring Party shall not
thereafter Transfer any of such Sale Assets without first offering such Sale Assets
to the applicable Potential Transferee in the manner provided above.


 


ARTICLE VI


 


Indemnification


 


SECTION 6.01.  OSG Indemnification.  Subject to the provisions of Section 6.02
and Section 6.03, OSG shall indemnify, defend and hold harmless the OSG MLP
Group from and against:  (a) any Covered Environmental Losses
relating to the assets contributed by the OSG Entities to the OSG MLP Group  prior to or on the Closing Date (the “Contribution
Assets”) to the extent that OSG is notified by OSG MLP General Partner of
any such Covered Environmental Losses within five years after the Closing Date;
(b) Losses to the OSG MLP Group arising from (i) the failure of the OSG
MLP Group, immediately after the Closing Date, to be the owner of such valid
leasehold interests or fee ownership interests in and to the Contribution
Assets, as applicable, as are necessary to enable the OSG MLP Group Members to
own or operate the Contribution Assets in substantially the same manner that the
Contribution Assets were owned or operated by the OSG Entities immediately
prior to the Closing Date or (ii) the failure of the OSG MLP Entities to
have by the Closing Date any consent or governmental permit necessary to allow
the OSG MLP Entities to own or operate the Contribution Assets in substantially
the same manner that the Contribution Assets were owned or operated by the OSG
Entities immediately prior to the Closing Date, in each of clauses (i) and
(ii) above, to the extent that OSG is notified by OSG MLP General Partner
of such Losses within three years after the Closing Date; (c) all U.S. Federal,
state and local income tax liabilities attributable to the operation of the
Contribution Assets prior to the Closing Date, including any such income tax
liabilities that may result from the consummation of the formation transactions
for the OSG MLP Group and OSG MLP General Partner but excluding any U.S. Federal,
state and local income taxes reserved on the books of the OSG MLP Group on the Closing
Date, to the extent that OSG is notified by OSG MLP General Partner of such
income tax liabilities within 60 days after the expiration of the applicable
statute of limitations for any claims relating thereto; (d) Losses
attributable to or associated with ownership or operation of the Retained
Assets, whether occurring before or after the Closing Date; and (e) any
Retained Liabilities.


 


SECTION 6.02.  Limitation Regarding Indemnification.  The aggregate liability of OSG under Section 6.01(a) above
shall not exceed $10,000,000.  Furthermore,
no claim may be made against OSG for indemnification pursuant to Section 6.01(a)


 


14





















 


unless the aggregate dollar amount of all claims for indemnification
pursuant to such section shall exceed $500,000, in which case OSG shall be
liable for claims for indemnification only to the extent such aggregate amount
exceeds $500,000.  Notwithstanding the
foregoing, in the case any Covered Environmental Losses relating to the December 19,
2006 Plea Agreement between OSG and the United States, the limitations on
liability contained in this Section 6.02 shall not apply to OSG’s
indemnification obligations under Section 6.01(a) above for criminal
fines, special assessments or community service payments set forth in Paragraphs
6 and 9 of such Plea Agreement.


 


SECTION 6.03.  Indemnification Procedures.  (a)  OSG MLP General Partner agrees on
behalf of OSG MLP and the OSG MLP Group Members, that within a reasonable
period of time after any OSG MLP Group member becomes aware of facts giving
rise to a claim for indemnification pursuant to Section 6.01, to notify OSG
of the nature and specific basis for such claim.


 


(b)  OSG shall have the
right to control all aspects of the defense of (and any counterclaims with
respect to) any claims brought against the OSG MLP Group that are covered by
the indemnification set forth in Section 6.01, including, without
limitation, the selection of counsel, determination of whether to appeal any
decision of any court and the settling of any matter or any issue relating
thereto; provided, however, that no such settlement shall be
entered into without the consent (which consent shall not be unreasonably withheld)
of OSG MLP General Partner (with the concurrence of the Conflicts Committee),
on behalf of the OSG MLP Group, unless it includes a full release of the OSG MLP
Group from such matter or issue, as the case may be.


 


(c)  OSG MLP and OSG MLP General
Partner shall, and shall cause the OSG MLP Group Members to, cooperate fully
with OSG with respect to all aspects of the defense of any claims covered by
the indemnification set forth in Section 6.01, including, without
limitation, the prompt furnishing to OSG of any correspondence or other notice
relating thereto that the OSG MLP Group may receive, permitting the names of
the members of the OSG MLP Group to be utilized in connection with such
defense, the making available to OSG of any files, records or other information
of the OSG MLP Group that OSG considers relevant to such defense and the making
available to OSG of any employees of the OSG MLP Group; provided, however,
that in connection therewith OSG agrees to use reasonable efforts to minimize
the impact thereof on the operations of the OSG MLP Group and further agrees to
maintain the confidentiality of all files, records and other information
furnished by an OSG MLP Group Member pursuant to this Section 6.03.  The OSG MLP Group Members, may, at their own
option, cost and expense, hire and pay for counsel in connection with any such
defense.  OSG agrees to keep any such
counsel hired by the OSG MLP Group reasonably informed as to the status of any
such defense (including providing such counsel with such information related to
any such defense as such counsel may reasonably request) but OSG shall have the
right to retain sole control over such defense.


 


(d)  In determining the
amount of any Loss for which any of the members of the OSG MLP Group are
entitled to indemnification under this Agreement, the gross


 


15





















 


amount of the indemnification will be reduced by (i) any insurance
proceeds realized by the OSG MLP Group and such correlative insurance benefit
shall be net of any incremental insurance premium that becomes due and payable
by the OSG MLP Group as a result of such claim, and (ii) all amounts
recovered by the OSG MLP Group under contractual indemnities from any third party.  OSG MLP hereby agrees to use commercially
reasonable efforts to realize any applicable insurance proceeds or amounts
recoverable under such contractual indemnities; provided, however,
that the costs and expenses (including, without limitation, court costs and
reasonable attorneys’ fees) of the OSG MLP Group in connection with such
efforts shall be promptly reimbursed by OSG in advance of any determination of
whether such insurance proceeds or other amounts will be recoverable.


 


ARTICLE VII


 


Trade Name License


 


SECTION 7.01.  Grant of Trade Name License.  OSG hereby grants to the OSG MLP Group a
limited, royalty-free, non-exclusive, non-transferable license to use the name “OSG”
and associated logo solely in connection with any Restricted Business carried
on by any OSG MLP Group Member.  OSG MLP
on behalf of itself and the OSG MLP Entities hereby acknowledges that OSG owns
all rights, title and interest in, to and under the name “OSG”, the associated
logo and the goodwill symbolized by and connected with the use thereof.


 


ARTICLE VIII


 


Miscellaneous


 


SECTION 8.01.  Choice of Law; Submission to Jurisdiction.  This Agreement shall be subject to and
governed by the laws of the State of New York, without regard to any
conflicts-of-law rule or principle that might refer the construction or
interpretation of this Agreement to the laws of another jurisdiction.  Each Party hereby submits to the jurisdiction
of the state and Federal courts located in the State of New York and to venue
in New York, New York.


 


SECTION 8.02.  Notice.  All notices or other communications required
or permitted to be given hereunder shall be in writing and shall be delivered
by hand or sent by facsimile or sent, postage prepaid, by registered, certified
or express mail or overnight courier service and shall be deemed given when so
delivered by hand or facsimile, or if mailed, three days after mailing (one
business day in the case of express mail or overnight courier service) to the
Parties at the following addresses (or at such other address for a Party as
shall be specified by like notice):


 


16





















(a)  if to OSG:


 


Overseas Shipping Group, Inc.


666 Third Avenue


New York, NY 10017


Attention:  Legal Department


Facsimile:  (212) 251-1180


 


(b)  if to OSG MLP General
Partner or OSG MLP:


 


In care of OSG America LLC


Two Harbour Place


302 Knights Run Avenue


Suite 1200


Tampa, FL 33602


Attention:  President


Facsimile:  (813) 221-2769


 


SECTION 8.03.  Entire Agreement.  This Agreement constitutes the entire
agreement of the Parties relating to the matters contained herein, superseding
all prior contracts or agreements, whether oral or written, relating to the
matters contained herein.


 


SECTION 8.04.  Termination.  The provisions of Articles II, IV
(except with respect to Option Assets), V and VII of this Agreement (but not
less than all of such Articles II and V) may be terminated by (a) OSG,
with respect to all OSG Entities, upon notice to the other Parties upon a
Change of Control of OSG and (b) OSG MLP General Partner, with respect to
the OSG MLP Group, upon notice to the other Parties upon a Change of Control of
OSG MLP General Partner.


 


SECTION 8.05.  Waiver; Effect of Waiver or Consent.  Any Party hereto may (a) extend the time
for the performance of any obligation or other act of any other Party hereto or
(b) waive compliance with any agreement or condition contained herein.  Except as otherwise specifically provided
herein, any such extension or waiver shall be valid only if set forth in a
written instrument duly executed by the Party or Parties to be bound thereby; provided,
however, that OSG MLP may not, without the prior approval of the
Conflicts Committee, agree to any extension or waiver of this Agreement that,
in the reasonable discretion of OSG MLP General Partner, will adversely affect the
holders of common units of OSG MLP.  No
waiver or consent, express or implied, by any Party of or to any breach or
default by any Person in the performance by such Person of its obligations
hereunder shall be deemed or construed to be a waiver or consent of or to any
other breach or default in the performance by such Person of the same or any
other obligations of such Person hereunder. 
Failure on the part of a Party to complain of any act of any Person or
to declare any Person in default, irrespective of how long such failure
continues, shall not constitute a waiver by such Party of its rights hereunder
until the applicable statute of limitations period has run.


 


SECTION 8.06.  Amendment or Modification.  This Agreement may be amended or modified
from time to time only by the written agreement of all the Parties hereto; provided,
however, that OSG MLP may not, without the prior approval of the


 


17





















 


Conflicts Committee, agree to any amendment or modification of this
Agreement that, in the reasonable discretion of OSG MLP General Partner, will
adversely affect the holders of common units of OSG MLP.


 


SECTION 8.07.  Assignment.  No Party shall have the right to assign its
rights or obligations under this Agreement without the consent of the other Parties
hereto; provided, however, that OSG may make such an assignment
in the event that there is a Change of Control in respect of OSG.


 


SECTION 8.08.  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 8.09.  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 8.10.  Gender, Articles, Sections and Schedules.  Whenever the context requires, the gender of
all words used in this Agreement shall include the masculine, feminine and
neuter, and the number of all words shall include the singular and plural.  When a reference is made in this Agreement to
an Article, Section or Schedule, such reference shall be to an Article or
Section of, or Schedule to, this Agreement unless otherwise indicated.


 


SECTION 8.11.  Further Assurances.  In connection with this Agreement and all
transactions contemplated by this Agreement, each signatory party hereto agrees
to execute and deliver such additional documents and instruments and to perform
such additional acts as may be necessary or appropriate to effectuate, carry
out and perform all of the terms, provisions and conditions of this Agreement
and all such transactions.


 


SECTION 8.12.  Withholding or Granting of Consent.  Each Party may, with respect to any consent
or approval that it is entitled to grant pursuant to this Agreement, grant or
withhold such consent or approval in its sole and uncontrolled discretion, with
or without cause, and subject to such conditions as it shall deem appropriate.


 


SECTION 8.13.  Laws and Regulations.  Notwithstanding any provision of this Agreement
to the contrary, no Party to this Agreement shall be required to take any act,
or fail to take any act, under this Agreement if the effect thereof would be to
cause such Party to be in violation of any applicable law, statute, rule or
regulation.


 


SECTION 8.14.  Negotiation of Rights of OSG, Limited
Partners, Assignees, and Third Parties. 
The provisions of this Agreement are enforceable solely by the Parties
to this Agreement, and no shareholder of OSG and no limited partner,


 


18





















 


member, assignee or other Person of OSG MLP shall have the right,
separate and apart from OSG or OSG MLP to enforce any provision of this
Agreement or to compel any Party to this Agreement to comply with the terms of
this Agreement.


 


SECTION 8.15.  No Recourse Against Officers or Directors.  For the avoidance of doubt, the provisions of
this Agreement shall not give rise to any right of recourse against any officer
or director of any OSG Entity or any OSG MLP Entity.


 


[Signature Page follows]


 


19

















 


IN WITNESS WHEREOF, the Parties
have executed this Omnibus Agreement on, and effective as of, the Closing Date.


 


	
   

  	
  OVERSEAS
  SHIPHOLDING GROUP, INC.,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   /s/ Mats Berglund

  
	
   

  	
  Name: Mats Berglund

  
	
   

  	
  Title: Senior Vice President

  
					



 


 


	
   

  	
  OSG AMERICA
  LLC,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   /s/ Myles R. Itkin

  
	
   

  	
  Name: Myles R. Itkin

  
	
   

  	
  Title: Chief Financial Officer

  
					



 


 


	
   

  	
  OSG AMERICA
  L.P.,

  
	
   

  	
   

  
	
   

  	
  by  OSG AMERICA LLC, its general
  partner,

  
	
   

  	
   

  
	
   

  	
  by

  
	
   

  	
   /s/ Myles R. Itkin

  
	
   

  	
  Name: Myles R. Itkin

  
	
   

  	
  Title: Chief Financial Officer