**Exhibit 10.2**

 

EXECUTION COPY

 

 

AMENDEDAND RESTATED CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT

 

AMONG

 

OSGBULK SHIPS, INC.,

 

OSGSHIP MANAGEMENT, INC.,

 

OSGAMLPONE PERCENT INTEREST CORPORATION,

 

OSGAMERICA LLC,

 

OSGAMERICA L.P.

 

AND

 

OSGAMERICA OPERATING COMPANY LLC

 

 

----

 

Table of Contents

 
| ** **                                                                                      | ** ** | ** **                                                                                                                           | ** ** | **Page** |
|-------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------|------------|----------|
|                                                                                            |
| ARTICLE I                                                                                       |
|                                                                                            |
| Definitions                                                                                     |
|                                                                                            |
| SECTION 1.01.                                                                              |       | Definitions                                                                                                                          |       | 3        |
|                                                                                            |       |                                                                                                                                 |       |     |
| ARTICLE II                                                                                      |
|                                                                                            |
| Contribution and Conveyance                                                                     |
|                                                                                            |
| SECTION 2.01.                                                                              |       | Acknowledgement of Transfer by Bulk Ships of Luxmar  and Maremar Interests                                                           |       | 5        |
| SECTION 2.02.                                                                              |       | Transfer by Bulk Ships of OSG MLP Operating Company  Interests                                                                       |       | 5        |
| SECTION 2.03.                                                                              |       | Transfer by OSGM of ATC Interest                                                                                                     |       | 5        |
| SECTION 2.04.                                                                              |       | Issuance of Units and Payment of Reimbursement  Payment for Luxmar and Maremar Interests and the OSG MLP Operating Company  Interest |       | 5        |
| SECTION 2.05.                                                                              |       | Issuance of Units to OSGM for ATC Interest                                                                                           |       | 6        |
| SECTION 2.06.                                                                              |       | Conversion of Bulk Ships’ Limited Partner Interest                                                                              |       | 6        |
| SECTION 2.07.                                                                              |       | Conversion of One Percent’s Limited Partner Interest                                                                            |       | 6        |
| SECTION 2.08.                                                                              |       | Conversion of OSG MLP General Partner’s General  Partner Interest                                                               |       | 6        |
| SECTION 2.09.                                                                              |       | OSG MLP’s Receipt of the OSG MLP Operating Company  Interest and Luxmar and Maremar Interests                                   |       | 6        |
| SECTION 2.10.                                                                              |       | OSG MLP’s Receipt of ATC Interest                                                                                               |       | 6        |
| SECTION 2.11.                                                                              |       | Bulk Ships’, One Percent’s and OSG MLP General  Partner’s Receipt of Units and Reimbursement Payment                  |       | 6        |
| SECTION 2.12.                                                                              |       | OSGM Receipt’s of Units                                                                                                         |       | 6        |
| SECTION 2.13.                                                                              |       | Transfer of Luxmar and Maremar Interest and ATC  Interest                                                                            |       | 7        |
| SECTION 2.14.                                                                              |       | OSG MLP Operating Company’s Receipt of Luxmar and  Maremar Interests and ATC Interests                                          |       | 7        |
|                                                                                            |       |                                                                                                                                 |       |     |
| ARTICLE III                                                                                     |
|                                                                                            |
| Assumption of Certain Liabilities and Adoption of Certain  Limited Liability Company Agreements |
|                                                                                            |
| SECTION 3.01.                                                                              |       | Assumption of Liabilities                                                                                                            |       | 7        |
| SECTION 3.02.                                                                              |       | Adoption of Limited Liability Company Agreement of  OSG MLP Operating Company                                                        |       | 7        |

 

i

----

 
| ** **                     | ** ** | ** **                                                              | ** ** | **Page** |
|--------------------------------|------------|-------------------------------------------------------------------------|------------|----------|
|                           |       |                                                                    |       |     |
| SECTION 3.03.             |       | Adoption of Limited Liability Company Agreements of Luxmar Tanker LLC   |       | 7        |
| SECTION 3.04.             |       | Adoption of Limited Liability Company Agreements of Maremar Tanker  LLC |       | 8        |
|                           |       |                                                                    |       |     |
| ARTICLE IV                     |
|                           |
| Additional Transaction         |
|                           |
| SECTION 4.01.             |       | Exercise of the Over-Allotment Option                                   |       | 8        |
|                           |       |                                                                    |       |     |
| ARTICLE V                      |
|                           |
| Representations and Warranties |
|                           |
| SECTION 5.01.             |       | Representations and Warranties of Bulk Ships and One Percent            |       | 8        |
| SECTION 5.02.             |       | Representations and Warranties of OSGM                                  |       | 9        |
| SECTION 5.03.             |       | DISCLAIMER OF WARRANTIES                                                |       | 10       |
|                           |       |                                                                    |       |     |
| ARTICLE VI                     |
|                           |
| Further Assurances             |
|                           |
| SECTION 6.01.             |       | Further Assurances                                                      |       | 11       |
|                           |       |                                                                    |       |     |
| ARTICLE VII                    |
|                           |
| Miscellaneous                  |
|                           |
| SECTION 7.01.             |       | Survival of Representations and Warranties                              |       | 12       |
| SECTION 7.02.             |       | Costs                                                                   |       | 12       |
| SECTION 7.03.             |       | Headings; References; Interpretation                                    |       | 12       |
| SECTION 7.04.             |       | Successors and Assigns                                                  |       | 12       |
| SECTION 7.05.             |       | No Third Party Rights                                                   |       | 12       |
| SECTION 7.06.             |       | Counterparts                                                            |       | 13       |
| SECTION 7.07.             |       | Governing Law                                                           |       | 13       |
| SECTION 7.08.             |       | Severability                                                            |       | 13       |
| SECTION 7.09.             |       | Deed; Bill of Sale; Assignment                                          |       | 13       |
| SECTION 7.10.             |       | Amendment or Modification                                               |       | 13       |
| SECTION 7.11.             |       | Entire Agreement                                                        |       | 13       |

 

ii

----

 

AMENDED AND RESTATED CONTRIBUTION, CONVEYANCEAND ASSUMPTION AGREEMENT (this “Agreement”) dated as of November 15,2007, between OSG BULK SHIPS, INC., a New York corporation (“Bulk Ships”),OSG SHIP MANAGEMENT, INC., a Delaware corporation (“OSGM”), OSGAMLP ONEPERCENT INTEREST CORPORATION, a Delaware corporation (“One Percent”),OSG AMERICA LLC, a Delaware limited liability company (“OSG MLP GeneralPartner”), OSG AMERICA L.P., a Delaware limited partnership (“OSG MLP”)and OSG AMERICA OPERATING COMPANY LLC, a Delaware limited liability company (“OSGMLP Operating Company”).

 

RECITALS

 

WHEREAS BulkShips and OSG MLP General Partner have formed OSG MLP pursuant to the DelawareRevised Uniform Limited Partnership Act (the “DRULPA”) for the purposeof, among other things: (a) acquiring and owning all of the outstandinglimited liability company interests of certain subsidiaries of Bulk Ships thatown or operate certain U.S. flag product carriers and barges used to providemarine transportation, distribution and logistics services for thetransportation of crude oil and refined petroleum products and (b) toacquire from OSGM 37.5% of the outstanding limited liability company interestsof Alaska Tanker Company, LLC (the “ATC Interest”), a joint venture thatoperates tankers used to transport crude-oil from Alaska to the continentalUnited States.

 

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

 

1.     BulkShips formed OSG MLP General Partner on May 14, 2007, pursuant to theDelaware Limited Liability Company Act (the “Delaware LLC Act”), andcontributed $100 in exchange for all of the limited liability company interestsin OSG MLP General Partner.

 

2.     BulkShips and OSG MLP General Partner formed OSG MLP on May 14, 2007, pursuantto the DRULPA, and Bulk Ships contributed $980 in exchange for a limitedpartner interest representing a 98% interest in OSG MLP and OSG MLP GeneralPartner contributed $20 in exchange for a general partner interest representinga 2% interest in OSG MLP.

 

3.     OnAugust 30, 2007, Bulk Ships transferred a limited partner interestrepresenting a 1% interest in OSG MLP to One Percent such that, after suchtransfer to One Percent, Bulk Ships held a limited partner interestrepresenting a 97% interest in OSG MLP, One Percent held a limited partnerinterest representing a 1% interest in OSG MLP and OSG MLP General Partner helda general partner interest representing a 2% interest in OSG MLP.

 

----

 

4.     OnAugust 30, 2007, pursuant to that certain Conveyance and AssumptionAgreement dated August 30, 2007, between Bulk Ships and OSG MLP (the “OriginalContribution Agreement”), Bulk Ships conveyed to OSG MLP all of its righttitle and interest in and to all of the limited liability company interests ineach of Luxmar Tanker LLC and Maremar Tanker LLC, each a Delaware limitedliability company (the “Luxmar and Maremar Interests”), in considerationfor the agreement by OSG MLP when and if the Registration Statement (as definedbelow) becomes effective and the Offering (as defined below) is consummated, tomake a cash distribution, in an aggregate amount not to exceed $150,000,000, toreimburse Bulk Ships for certain preformation capital expenditures for thevessel Overseas Luxmar owned by Luxmar Tanker LLC, the vessel Overseas Maremarowned by Maremar Tanker LLC and certain other vessels expected to betransferred to OSG MLP.

 

5.     OnOctober 2, 2007, Bulk Ships formed OSG MLP Operating Company pursuant tothe Delaware LLC Act and contributed $1,000 in exchange for all of the limitedliability company interests in OSG MLP Operating Company.

 

6.     On November 5, 2007, Bulk Ships contributedto OSG MLP Operating Company, of which Bulk Ships is the sole member, all ofthe limited liability company interests in the Bulk Ships Subsidiaries (as definedbelow) as an additional capital contribution.

 

WHEREAS in connection with the closing of the Offering (as definedbelow) and concurrently with the consummation of the transactions contemplatedhereby, each of the following shall occur:

 

1.     Itis acknowledged that Bulk Ships, on behalf of itself, One Percent and OSG MLPGeneral Partner, conveyed to OSG MLP the Luxmar and Maremar Interests on August 30,2007 and Bulk Ships, on behalf of itself, One Percent and OSG MLP GeneralPartner, will transfer to OSG MLP, subsequent to the execution of theUnderwriting Agreement (as defined below), the OSG MLP Operating CompanyInterest (as defined below).  Asconsideration therefor, OSG MLP will (a)(i) issue to Bulk Ships 6,496,827 CommonUnits (as defined below), (ii) issue to Bulk Ships 14,999,999 SubordinatedUnits (as defined below) and (iii) pay to Bulk Ships the ReimbursementPayment (as defined below), (b) issue to One Percent 277,413 Common Units and(c)(i) issue to OSG MLP General Partner the Incentive Distribution Rightsand (ii) issue to OSG MLP General Partner 612,244 General Partner Units.

 

2.     OSGMwill convey to OSG MLP, subsequent to the execution of the UnderwritingAgreement, the ATC Interest.  Asconsideration therefor, OSG MLP will issue to OSGM, and OSGM will receive 725,759Common Units.

 

2

----

 

3.     BulkShips’ limited partner interest representing a 97% interest in OSG MLP, priorto the execution of the Underwriting Agreement, will be converted into oneSubordinated Unit.

 

4.     OnePercent’s limited partner interest representing a 1% interest in OSG MLP, priorto the execution of the Underwriting Agreement, will be converted into oneCommon Unit.

 

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

 

6.     OSGMLP will transfer the Luxmar and Maremar Interests and the ATC Interest to OSGMLP Operating Company.

 

7.     OSGMLP, through the underwriters of the Offering (the “Underwriters”) andpursuant to the Underwriting Agreement, will sell 7,500,000 Common Units to thepublic in exchange for $142,500,000 (the “Offering Proceeds”).

 

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

 

WHEREAS theparties hereto wish to amend and restate the Original Contribution Agreement inits entirety as set forth herein.

 

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

 

ARTICLE I

 

# Definitions

 

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

##  

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

 

“Bulk Ships Subsidiaries”means the Delaware limited liability companies set forth on Exhibit Ahereto and, as applicable, that own or operate the vessel set forth oppositetheir name.

 

3

----

 

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

 

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

 

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

 

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

 

“Interests” means theLuxmar and Maremar Interests, the OSG MLP Operating Company Interest and theATC Interest.

 

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

 

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

 

“Offering” means theinitial public offering of approximately 7,500,000 Common Units by OSG MLP tothe public.

 

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

 

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

 

“Operating Subsidiaries”means collectively Luxmar Tanker LLC, Maremar Tanker LLC and the Bulk ShipsSubsidiaries.

 

“Original ContributionAgreement” has the meaning given to such term in the recitals to thisAgreement.

 

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

 

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

 

“Partnership Agreement”means the Amended and Restated Agreement of Limited Partnership of OSG MLP datedas of the date of this Agreement, as amended, supplemented or otherwisemodified from time to time.

 

4

----

 

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

 

“Reimbursement Payment” meansan aggregate amount equal to $129,500,000, to reimburse Bulk Ships, One Percentand OSG MLP General Partner for certain preformation capital expenditures inrespect of Overseas Luxmar, Overseas Maremar and certain other vessels beingtransferred to OSG MLP.

 

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

 

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

 

“Underwriting Agreement”means the Underwriting Agreement by and among Overseas Shipholding Group, Inc.,OSG MLP General Partner, OSG MLP, the Underwriters and the other partiesthereto, dated as of November 8, 2007.

 

“Vessels” means the vesselsowned or operated by the Operating Subsidiaries.

 

ARTICLE II

 

Contribution and Conveyance

 

## SECTION 2.01.  Acknowledgementof Transfer by Bulk Ships of Luxmar and Maremar Interests.  Bulk Ships and OSG MLP hereby acknowledge theassignment, conveyance, transfer and delivery by Bulk Ships, on behalf ofitself, One Percent and OSG MLP General Partner, to OSG MLP of all of itsright, title and interest in and to all of the Luxmar and Maremar Interests on August 30,2007.

##  

## SECTION 2.02.  Transferby Bulk Ships of OSG MLP Operating Company Interests.  Bulk Ships, on behalf of itself, One Percentand OSG MLP General Partner, hereby assigns, conveys, transfers and delivers toOSG MLP all of its right, title and interest in and to the OSG MLP OperatingCompany Interest and OSG MLP hereby acquires and accepts from Bulk Ships allright, title and interest of Bulk Ships in and to the OSG MLP Operating CompanyInterest.

##  

## SECTION 2.03.  Transferby OSGM of ATC Interest.  OSGM herebyassigns, conveys, transfers and delivers to OSG MLP all of its right, title andinterest in and to the ATC Interest and OSG MLP hereby acquires and acceptsfrom OSGM all right, title and interest of OSGM in and to the ATC Interest.

##  

## SECTION 2.04.  Issuanceof Units and Payment of Reimbursement Payment for Luxmar and Maremar Interestsand the OSG MLP Operating Company Interest. OSG MLP hereby (a)(i) issues to Bulk Ships 6,496,827 Common Units, (ii) issuesto Bulk Ships 14,999,999 Subordinated Units and (iii) makes a cash

 

5

----

 

## distributionto Bulk Ships in an aggregate amount equal to the Reimbursement Payment, (b) issuesto One Percent 277,213 Common Units and (c)(i) issues the OSG MLP GeneralPartner the Incentive Distribution Rights and (ii) issues to OSG MLPGeneral Partner 612,244 General Partner Units.

##  

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

##  

## SECTION 2.06.  Conversionof Bulk Ships’ Limited Partner Interest. OSG MLP hereby converts Bulk Ships’ limited partner interestrepresenting a 97% interest in OSG MLP, prior to the execution of theUnderwriting Agreement, into one Subordinated Unit and Bulk Ships herebyacknowledges receipt of such one Subordinated Unit.

##  

## SECTION 2.07.  Conversionof One Percent’s Limited Partner Interest. OSG MLP hereby converts One Percent’s limited partner interestrepresenting a 1% interest in OSG MLP, prior to the execution of theUnderwriting Agreement, into one Common Unit and One Percent herebyacknowledges receipt of such one Common Unit.

##  

## SECTION 2.08.  Conversionof OSG MLP General Partner’s General Partner Interest.  OSG MLP hereby converts OSG MLP GeneralPartner’s general partner interest representing a 2% interest in OSG MLP, priorto the execution of the Underwriting Agreement, into one General Partner Unitand OSG MLP hereby acknowledges receipt of such one General Partner Unit.

##  

## SECTION 2.09.  OSG MLP’sReceipt of the OSG MLP Operating Company Interest and Luxmar and MaremarInterests.  As consideration for (a) theissuance of 6,774,241 Common Units, 14,999,999 Subordinated Units, theIncentive Distribution Rights and 612,244 General Partner Units and (b) themaking of the Reimbursement Payment, OSG MLP hereby acknowledges receipt of theOSG MLP Operating Company Interest and the Luxmar and Maremar Interests.

##  

## SECTION 2.10.  OSG MLP’sReceipt of ATC Interest.  Asconsideration for the issuance of 725,759 Common Units OSG MLP herebyacknowledges receipt of the ATC Interest.

##  

## SECTION 2.11.  Bulk Ships’,One Percent’s and OSG MLP General Partner’s Receipt of Units and ReimbursementPayment.  As consideration for theOSG MLP Operating Company Interest, the Luxmar and Maremar Interests and theconversion of their existing interests in OSG MLP as provided for in thisAgreement, (a) Bulk Ships hereby acknowledges receipt of (i) 6,496,827Common Units, (ii) 15,000,000 Subordinated Units and (iii) theReimbursement Payment, (b) One Percent hereby acknowledges receipt of 277,414Common Units and (c) OSG MLP General Partner hereby acknowledges receiptof (i) the Incentive Distribution Rights and (ii) 612,245 GeneralPartner Units.

##  

## SECTION 2.12.  OSGMReceipt’s of Units.  As considerationfor the ATC Interest, OSGM hereby acknowledges receipt of 725,759 Common Units.

 

6

----

 

## SECTION 2.13.  Transferof Luxmar and Maremar Interest and ATC Interest.  OSG MLP hereby assigns, conveys, transfers anddelivers the Luxmar and Maremar Interests and the ATC Interest to OSG MLP OperatingCompany and OSG MLP Operating Company hereby acknowledges receipt of suchLuxmar and Maremar Interests.

##  

## SECTION 2.14.  OSG MLPOperating Company’s Receipt of Luxmar and Maremar Interests and ATC Interests.  OSG MLP Operating Company hereby acknowledgesreceipt of the Luxmar and Maremar Interests and the ATC Interest.

##  

ARTICLE III

 

Assumption of Certain Liabilities and Adoption of Certain LimitedLiability Company Agreements

 

## SECTION 3.01.  Assumptionof Liabilities.  In connection withthe transfer of the OSG MLP Operating Company Interest by Bulk Ships, on behalfof itself, One Percent and OSG MLP General Partner, as described in Article IIabove, OSG MLP hereby assumes and agrees to duly and timely pay, perform anddischarge when due all of liabilities and obligations of the applicable Vessel OwningSubsidiary relating the construction costs or rebuilding expenses with respectto the vessels OSG Endurance, OSG Courageous and OSG 243, to the full extentthat such Vessel Owning Subsidiary has been or would have been in the futureobligated to pay, perform and discharge such liabilities and obligations were itnot for the execution and delivery of this Agreement; provided, however,that such assumption and agreement to duly and timely pay, perform anddischarge such liabilities and obligations shall not (a) increase theobligation of OSG MLP with respect to such liabilities and obligations beyondthat of the applicable Vessel Owning Subsidiary, (b) waive any defensethat was available to such Vessel Owning Subsidiary with respect to such liabilitiesand obligations or (c) enlarge any rights or remedies of any third partyunder or with respect to any such liabilities and obligations.

##  

## SECTION 3.02.  Adoptionof Limited Liability Company Agreement of OSG MLP Operating Company.  OSG MLP hereby agrees that all of the limitedliability company interests in OSG MLP Operating Company acquired by OSG MLPpursuant to this Agreement shall be bound by and the subject to the terms ofthe Limited Liability Company Agreement of OSG MLP Operating Company dated asof October 2, 2007, as amended (the “OSG MLP Operating Company LLCAgreement”) and hereby adopts and agrees to be bound by the terms of the OSGMLP Operating Company LLC Agreement with the same force and effect as if OSGMLP were originally party thereto.

##  

## SECTION 3.03.  Adoptionof Limited Liability Company Agreements of Luxmar Tanker LLC.  OSG MLP Operating Company hereby agrees thatall of the limited liability company interests in Luxmar Tanker LLC acquired byOSG MLP Operating Company pursuant to this Agreement shall be bound by andsubject to the terms of the limited liability company agreement of LuxmarTanker LLC, as amended

 

7

----

 

## through thedate of this Agreement (the “Luxmar LLC Agreement”), and hereby adoptsand agrees to be bound by the terms of the Luxmar LLC Agreement with the sameforce and effect as if OSG MLP Operating Company were originally a partythereto.

##  

## SECTION 3.04.  Adoptionof Limited Liability Company Agreements of Maremar Tanker LLC.  OSG MLP Operating Company hereby agrees thatall of the limited liability company interests in Maremar Tanker LLC acquiredby OSG MLP Operating Company pursuant to this Agreement shall be bound by andsubject to the terms of the limited liability company agreement of MaremarTanker LLC, as amended through the date of this Agreement (the “Maremar LLCAgreement”), and hereby adopts and agrees to be bound by the terms of the MaremarLLC Agreement with the same force and effect as if OSG MLP Operating Companywere originally a party thereto.

##  

ARTICLE IV

 

Additional Transaction

 

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

##  

ARTICLE V

 

Representations and Warranties

 

## SECTION 5.01.  Representations and Warranties of BulkShips and One Percent.  Bulk Shipsand One Percent hereby, jointly and severally, represent and warrant to OSG MLPas follows:

##  

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

####  

#### (b)  Authority;Execution and Delivery; Enforceability. Each of Bulk Ships and One Percent has full power and authority toexecute this Agreement and to consummate the transactions contemplatedhereby.  The execution and delivery by eachof Bulk Ships and One Percent of this Agreement and the consummation by each ofBulk Ships and One Percent of the transactions contemplated hereby have beenduly authorized by all necessary corporate action.  Each of Bulk Ships and One Percent has dulyexecuted and delivered this Agreement and this Agreement constitutes its legal,valid and binding obligation, enforceable against it in accordance with itsterms, subject

 

8

----

 

#### to applicable bankruptcy, insolvency,reorganization, moratorium or other laws affecting creditors’ rights generallyand subject to general principles of equity, regardless of whether consideredin a proceeding in equity at law.

####  

#### (c)  No Conflicts;Consents.  The execution, deliveryand performance by Bulk Ships and One Percent of this Agreement will notconflict with, or result in any violation of or default (with or without noticeor lapse of time, or both) under any provision of (i) their or any VesselOwning Subsidiary’s certificate of formation or certificate of incorporation orlimited liability company agreement, by-laws or other organizational documents,(ii) any lien, encumbrance, security interest, pledge, mortgage, charge,other claim, contract, lease, license, indenture, agreement, commitment orother legally binding arrangement to which they or any Vessel Owning Subsidiaryis a party or by which any of their or any Vessel Owning Subsidiary’s assetsmay be bound or (iii) any applicable Law. Except as already obtained, no material consent, approval, license,permit, order or authorization of, or registration, declaration or filing with,any federal, state, local or foreign governmental authority is required inconnection with the execution, delivery and performance of this Agreement orthe consummation of the transactions contemplated hereby.

####  

#### (d)  The Interests.  Bulk Ships has good and valid title to the Luxmarand Maremar Interests and the OSG MLP Operating Company Interest, free andclear of all mortgages, liens, security interests, covenants, options, claims,restrictions, or encumbrances of any kind. With respect to the Luxmar and Maremar Interests and the OSG MLPOperating Company Interest, there is no further obligation to make any capitalcontribution to the applicable Vessel Owning Subsidiary.

####  

## SECTION 5.02.  Representations and Warranties of OSGM.  OSGM hereby represents and warrants to OSGMLP as follows:

##  

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

####  

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

####  

#### (c)  No Conflicts;Consents.  The execution, deliveryand performance by OSGM of this Agreement will not conflict with, or result inany violation of or default

 

9

----

 

#### (with or without notice or lapse of time, orboth) under any provision of (i) its or ATC’s certificate of formation orcertificate of incorporation or limited liability company agreement or by-laws,(ii) any lien, encumbrance, security interest, pledge, mortgage, charge,other claim, contract, lease, license, indenture, agreement, commitment orother legally binding arrangement to which it or ATC is a party or by which anyof its or ATC’s assets may be bound or (iii) any applicable Law.  Except as already obtained, no materialconsent, approval, license, permit, order or authorization of, or registration,declaration or filing with, any federal, state, local or foreign governmentalauthority is required in connection with the execution, delivery andperformance of this Agreement or the consummation of the transactionscontemplated hereby.

####  

#### (d)  The Interests.  OSGM has good and valid title to the ATC Interest,free and clear of all mortgages, liens, security interests, covenants, options,claims, restrictions, or encumbrances of any kind.  With respect to the ATC Interest, there is nofurther obligation to make any capital contribution to the ATC.

####  

## SECTION 5.03.  DISCLAIMER OF WARRANTIES.  (a)  EXCEPT TO THE EXTENT PROVIDED INANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT ORTHE OFFERING INCLUDING THE OMNIBUS AGREEMENT, THE PARTIES HEREBY ACKNOWLEDGEAND AGREE THAT NONE OF THE PARTIES HAS MADE, OR MAKES AND EACH SUCH PARTYSPECIFICALLY NEGATES, DISCLAIMS AND DENIES ANY REPRESENTATIONS, WARRANTIES,PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTERWHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST ORPRESENT, REGARDING (i) THE VALUE, NATURE, QUALITY OR CONDITION OF THE OPERATINGSUBSIDIARIES AND THE ASSETS OWNED BY THE OPERATING SUBSIDIARIES (INCLUDING THEVESSELS), INCLUDING THE ENVIRONMENTAL CONDITION OF SUCH ASSETS GENERALLY,INCLUDING, THE PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES OR OTHER MATTERS IN,ON OR ABOUT SUCH ASSETS, (ii) THE INCOME TO BE DERIVED FROM SUCH ASSETS, (iii) THESUITABILITY OF SUCH ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BECONDUCTED THEREON, THEREBY OR THEREWITH, (iv) THE COMPLIANCE OF OR BY SUCHASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING ENVIRONMENTAL PROTECTION ORPOLLUTION LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (v) THESEAWORTHINESS, HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY ORFITNESS FOR A PARTICULAR PURPOSE OF SUCH ASSETS. EXCEPT TO THE EXTENT PROVIDEDIN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENTOR THE OFFERING INCLUDING THE OMNIBUS AGREEMENT, EACH PARTY ACKNOWLEDGES ANDAGREES THAT IT HAS HAD THE OPPORTUNITY TO INSPECT THE RESPECTIVE ASSETS OF THE OPERATINGSUBSIDIARIES AND IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE RESPECTIVEASSETS OF THE OPERATING SUBSIDIARIES AND NOT ON ANY INFORMATION PROVIDED OR TOBE PROVIDED BY ANY OF THE OTHER

 

10

----

 

## PARTIES. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTEDOR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING THEOMNIBUS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANYVERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THEASSETS OF THE OPERATING SUBSIDIARIES FURNISHED BY ANY AGENT, EMPLOYEE, SERVANTOR THIRD PARTY. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED ORDELIVERED IN CONNECTION WITH THIS AGREEMENT OR THE OFFERING INCLUDING THEOMNIBUS AGREEMENT, EACH OF THE PARTIES HEREBY ACKNOWLEDGES THAT, TO THE MAXIMUMEXTENT PERMITTED BY LAW, THE ASSETS OWNED BY THE OPERATING SUBSIDIARIES, ASPROVIDED FOR HEREIN, ARE CONVEYED ON AN “AS IS,” “WHERE IS” CONDITION WITH ALLFAULTS, AND THE ASSETS OF THE OPERATING SUBSIDIARIES ARE CONVEYED SUBJECT TOALL OF THE MATTERS CONTAINED IN THIS SECTION. THIS SECTION SHALL SURVIVESUCH CONVEYANCE OR THE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVEBEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE ACOMPLETE EXCLUSION, NEGATION AND DENIAL OF ANY REPRESENTATIONS OR WARRANTIES,WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE ASSETS OF THE OPERATINGSUBSIDIARIES THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER INEFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR ANY OTHERDOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT OR THEOFFERING, INCLUDING, THE OMNIBUS AGREEMENT.

 

ARTICLE VI

 

Further Assurances

 

## SECTION 6.01.  FurtherAssurances.  From time to time, andwithout any further consideration, as and when requested by any Party, eachParty shall execute and deliver, or cause to be executed and delivered, allsuch documents and instruments and shall take, or cause to be taken, all suchfurther or other actions as such other Party may reasonably deem necessary ordesirable to consummate the transactions contemplated by this Agreementincluding, in the case of Bulk Ships, One Percent and OSGM executing and deliveringto OSG MLP such assignments, deeds, bills of sale, consents and otherinstruments as OSG MLP may reasonably request as necessary or desirable forsuch purpose.

 

11

----

 

ARTICLE VII

 

Miscellaneous

 

## SECTION 7.01.  Survivalof Representations and Warranties. The representations and warranties of Bulk Ships and OSGM in thisAgreement and in or under any documents, instruments and agreements deliveredpursuant to this Agreement, will survive the completion of the transactionscontemplated hereby regardless of any independent investigations that OSG MLPmay make or cause to be made, or knowledge it may have, prior to the date ofthis Agreement and will continue in full force and effect for a period of oneyear from the date of this Agreement.  Atthe end of such period, such representations and warranties will terminate, andno claim may be brought by OSG MLP against Bulk Ships or OSGM thereafter based uponsuch representations and warranties.

##  

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

##  

## SECTION 7.03.  Headings;References; Interpretation.  All Article andSection headings in this Agreement are for convenience only and shall notbe deemed to control or affect the meaning or construction of any of theprovisions hereof. The words “hereof,” “herein” and “hereunder” and words ofsimilar import, when used in this Agreement, refer to this Agreement as a wholeand not to any particular provision of this Agreement. All references herein toArticles and Sections shall, unless the context requires a differentconstruction, be deemed to be references to the Articles and Sections of thisAgreement, respectively. All personal pronouns used in this Agreement, whetherused in the masculine, feminine or neuter gender, shall include all othergenders, and the singular shall include the plural and vice versa. The useherein of the word “including” following any general statement, term or mattershall not be construed to limit such statement, term or matter to the specificitems or matters set forth immediately following such word or to similar itemsor matters, but rather shall be deemed to refer to all other items or mattersthat could reasonably fall within the broadest possible scope of such generalstatement, term or matter, and whenever the words “include”, “includes” or “including”are used in this Agreement, they shall be deemed to be followed by the words “withoutlimitation”.

##  

## SECTION 7.04.  Successorsand Assigns.  This Agreement shall bebinding upon and inure to the benefit of the Parties and their respectivesuccessors and assigns.

##  

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

 

12

----

##  

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

##  

## SECTION 7.07.  GoverningLaw.  This Agreement shall begoverned by, and construed in accordance with, the laws of the State of NewYork, applicable to agreements made and to be performed entirely within suchState, without regard to the conflicts of law principles of such State.

##  

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

##  

## SECTION 7.09.  Deed; Billof Sale; Assignment.  To the extentrequired and permitted by applicable Law, this Agreement shall also constitutea “deed,” “bill of sale” or “assignment” of the Interests.

##  

## SECTION 7.10.  Amendmentor Modification.  This Agreement maybe amended or modified from time to time only by the written agreement of allthe Parties hereto.

##  

## SECTION 7.11.  EntireAgreement.  This Agreementconstitutes the entire agreement of the Parties relating to the matterscontained herein, superseding all prior contracts or agreements, whether oralor written, relating to the matters contained herein.

 

[Signature Page Follows]

 

13

----

 

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

 

 
|   | OSG BULK SHIPS, INC.,                      |
|--------|--------------------------------------------|
|   |                                       |
|   |                                       | by: |
|   |                                       |   |      /s/ Myles R. Itkin |
|   |                                       |   | Name: Myles R. Itkin |
|   |                                       |   | Title: Senior Vice President &  Treasurer |
|   |                                       |   |
|   |                                       |   |
|   | OSG SHIP MANAGEMENT, INC.,                 |
|   |                                       |
|   |                                       | by: |
|   |                                       |   |      /s/ Lois Zabrocky |
|   |                                       |   | Name: Lois Zabrocky |
|   |                                       |   | Title: Vice President |
|   |                                       |   |
|   |                                       |   |
|   | OSGAMLP ONE PERCENT INTEREST  CORPORATION, |
|   |                                       |
|   |                                       | by: |
|   |                                       |   |      /s/ Jerry Miller |
|   |                                       |   | Name: Jerry Miller |
|   |                                       |   | Title: Vice President & Treasurer |
|   |                                       |   |
|   |                                       |   |
|   | OSG AMERICA LLC.,                          |
|   |                                       |
|   |                                       | by: |
|   |                                       |   |      /s/ Myles R. Itkin |
|   |                                       |   | Name: Myles R. Itkin |
|   |                                       |   | Title: Chief Financial Officer |

 

[Signature Page to Amended and Restated Contribution, Conveyance andAssumption Agreement]

 

----

 
|   | OSG AMERICA L.P.,                    |
|--------|--------------------------------------|
|   |                                 |
|   |                                 | by: | OSG AMERICA LLC, its general  partner, |
|   |                                 |   |   |
|   |                                 |   | by |
|   |                                 |   |   |      /s/ Myles R. Itkin |
|   |                                 |   |   | Title: Myles R. Itkin |
|   |                                 |   |   | Name: Chief Financial Officer |
|   |                                 |   |
|   |                                 |   |
|   | OSG AMERICA OPERATING  COMPANY LLC., |
|   |                                 |
|   |                                 | by: |
|   |                                 |   |      /s/ Janice K. Smith |
|   |                                 |   | Name: Janice K. Smith |
|   |                                 |   | Title: Authorized Officer |

 

[Signature Page to Amended and RestatedContribution, Conveyance and Assumption Agreement]

 

----