**Exhibit 10.4**

 

**Part I**

 

**SHIPMANAGEMENT AGREEMENT**

 

1.                 Date of Agreement

 

**November 15, 2007**

 

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

 

Name

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

 

Place of registered office

**c/o OSG America LLC, Two HarbourPlace, 302 Knights Run Avenue, Tampa FL 33602**

 

Law of registry

**United States**

 

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

 

Name

**OSG Ship Management, Inc.**

 

Place of registered office

**Two Harbour Place, 302 Knights RunAvenue, Tampa FL  33602**

 

Law of registry

**United States**

 

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

 

**See Clause 20**

 

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

 

**Yes**

 

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

 

**Yes**

 

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

 

**Yes**

 

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

 

**Yes**

 

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

 

**Yes**

 

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

 

**No**

 

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

 

**Yes**

 

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

 

**Yes**

 

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

 

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**The duration of this Agreement untilterminated pursuant to Clauses 17 and 20.**

 

14.           Owners’ Insurance

 

**See Clause 6.3(ii)**

 

15.           Annual Management Fee

 

**See Clause 30**

 

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

 

**See Clause 8.3**

 

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

 

**See Clauses 17 and 20**

 

18.           Law and Arbitration

 

**See Clause 18**

 

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

 

**OSG America L.P.c/o OSG America LLCTwo Harbour Place302 Knights Run AvenueTampa FL 33602**

 

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

 

**OSG Ship Management, Inc.Two Harbour Place302 Knights Run AvenueTampa FL 33602**

 

It is mutuallyagreed between the party stated in Box 2 and the party stated in Box3 that this Agreement consisting of PART I and PART IIas well as Annexes “A” (Details of Vessel), “B” (Details of Crew), “C” (Budget)and “D” (Associated vessels) attached hereto, shall be performed subject to theconditions contained herein.  In the event of a conflict of conditions,the provisions of PART I and Annexes “A”, “B”, “C” and “D” shallprevail over those of PART II to the extent of such conflict but nofurther.

 
| Signature(s) (Owners)    | Signature(s) (Managers) |
|-------------------------------|------------------------------|
|                          |                         |
|  **See  Exhibit C** | /s/ Peter Popov              |   |

 

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**ANNEX“A” (DETAILS OF VESSEL OR VESSELS) TOTHE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98”**

 

Date of Agreement**November 15, 2007**

 

Name of Vessels(s):

 

Particulars ofVessels(s):

 

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**ANNEX“B” (DETAILS OF CREW) TOTHE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98”**

 

Date of Agreement**November 15, 2007**

 

Details of Crew:

 
| **Numbers** | ** ** | **Rank** | ** ** | **Nationality** | ** ** |
|-------------|------------|----------|------------|-----------------|------------|
|        |       |     |       |            |       |
|        |       |     |       |            |       |
|        |       |     |       |            |       |

 

----

 

**ANNEX “C” (BUDGET) TOTHE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98”**

 

Date of Agreement**November 15, 2007**

 

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

 

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**ANNEX “D” (ASSOCIATEDVESSELS) TOTHE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)STANDARD SHIP MANAGEMENT AGREEMENT – CODE NAME: “SHIPMAN 98”**

 

**NOTE:  PARTIES SHOULD BE AWARE THAT BY COMPLETINGTHIS ANNEX “D” THEY WILL BE SUBJECT TO THE PROVISIONS OF SUB-CLAUSE18.1(i) OF THIS AGREEMENT.**

 

Date of Agreement**November 15, 2007**

 

Details of Associated Vessels:

 

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**PART II**

**Ship Management Agreement**

 

**1.****               ****Definitions**

 

In thisAgreement save where the context otherwise requires, the following words andexpressions shall have the meanings hereby assigned to them.

 

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

 

*“Owners”*means the parties identified in Box 2.

 

*“Managers”*means the party identified in Box 3.

 

*“Vessel”*or “*Vessels*” means each of thevessels, singularly or collectively, as the case may be, identified inExhibit A hereto, which may, from time to time, be amended (see Clauses17.3 and 24).

 

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

 

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

 

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

 

* “Crew Insurances”*means insurances against crew risks which shall include but not be limited todeath, sickness, repatriation, injury, shipwreck unemployment indemnity andloss of personal effects.

 

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

 

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

 

*“STCW 95”*means the International Convention on Standards of Training, Certification andWatchkeeping for Seafarers, 1978, as amended in 1995 or any subsequentamendment thereto.

 

**2.****               ****Appointment of Managers**

 

With effectfrom the day and year provided in Clause 20 and continuing unless and untilterminated as provided herein, the Owners hereby appoint the Managers and theManagers hereby agree to act as the Managers of the Vessels.

 

**3.****               ****Basis of Agreement**

 

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

 

**3.1      Crew Management**

 

(*only applicable if agreed according to Box 5)*

 

The Managersshall provide suitably qualified Crew for the Vessels in accordance with theSTCW 95 requirements, provision of which includes but is not limited to thefollowing functions:

 

(i)                                   selectingand engaging each Vessel’s Crew, including payroll arrangements, pensionadministration, severance costs and Crew insurances other than those mentionedin Clause 6;

 

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(ii)                                ensuringthat the applicable requirements of the law of the flag of the Vessel aresatisfied in respect of manning levels, rank, qualification and certificationof the Crew and employment regulations including Crew’s tax, social insurance,discipline and other requirements;

 

(iii)                             ensuringthat all members of the Crew have passed a medical examination with a qualifieddoctor certifying that they are fit for the duties for which they are engagedand are in possession of valid medical certificates issued in accordance withappropriate flag State requirements.  In the absence of applicable flagState requirements the medical certificate shall be dated not more than threemonths prior to the respective Crew members leaving their country of domicileand maintained for the duration of their service on board the Vessel;

 

(iv)                             ensuringthat the Crew shall have a command of the English language of a sufficientstandard to enable them to perform their duties safely;

 

(v)                                arrangingtransportation and, when necessary, meals and lodging of the Crew, includingrepatriation;

 

(vi)                             trainingof the Crew and supervising their efficiency;

 

(vii)                          conductingunion negotiations and maintaining complete records of all labor agreementsentered into between the Owners and the Crew;

 

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

 

(ix)                               maintainingall administrative, training and financial records relating to the Crew, asrequired by law, labor agreements and prudent management practices.

 

**3.2      Technical Management**

 

(*only applicable if agreed* according*to Box 6*)

 

The Managersshall provide technical management which includes, but is not limited to, thefollowing functions:

 

(i)                                   provisionof competent personnel to supervise the maintenance and general efficiency ofthe Vessels;

 

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

 

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

 

(iv)                            appointmentof surveyors and technical consultants and service engineers as the Managersmay consider from time to time to be necessary;

 

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

 

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

 

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

 

(viii)                       provideoil pollution incident and marine casualty response planning and managementservices, as detailed in Clause 30.

 

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 **3.3       CommercialManagement**

 

*(only applicable if agreed according to*Box 7*)*

 

The Managersshall provide the commercial operation of the Vessels, which includes, but isnot limited to, the following functions:

 

(i)                                         providingchartering services which include, but are not limited to, seeking andnegotiating employment for the Vessel and the conclusion (including theexecution thereof) of charter parties or other contracts relating to theemployment of the Vessel.  If such acontract exceeds the period stated in Box 13 consent thereto in writingshall first be obtained from the Owners.

 

(ii)                                      arrangingof the proper payment to Owners or their nominees of all hire and/or freightrevenues or other moneys of whatsoever nature to which Owners may be entitledarising out of the employment of or otherwise in connection with the Vessels.

 

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

 

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

 

(v)                                    issuingof voyage instructions;

 

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

 

(vii)                                appointingstevedores; preparing, issuing or causing to be issued, to shippers, cargoreceipts and/or bills of lading; and

 

(viii)                             arrangingsurveys associated with the commercial operation of the Vessels.

 

**3.4       Insurance Arrangements**

 

(*only applicable if agreed according to Box 8*)

 

The Managersshall arrange insurances in accordance with Clause 6 subject to thefollowing:

 

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

 

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

 

**3.5       Accounting Services**

 

(*only applicable if agreed according to Box 9*)

 

The Managersshall:

 

 (i)                                      establishan accounting system which conforms with prudent vessel management practicesand standards and provide regular accounting services, supply regular reportsand records.

 

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

 

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**3.6       Sale or Purchase of the Vessel**

 

(*only applicable if agreed according to*Box10)

 

**N/A.**

 

**3.7       Provisions**

 

(*only applicable if agreed according to Box 11*)

 

The Managersshall arrange for the supply of provisions.

 

**3.8       Bunkering**

 

 (*onlyapplicable if agreed according to*Box 12)

 

The Managersshall arrange for the provision of bunkers fuel of the quality required for theVessel’s trade and which is consistent with prudent vessel managementpractices.

 

**4.****               ****Managers’ Obligations**

 

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

 

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

 

**4.3** The Managers shall maintain records of technical matters relating to theVessels including maintenance, repairs and equipment replacement (“TechnicalVessel Matters”).   Three months after commencement of the ManagementServices, and quarterly thereafter, the Managers shall issue a report to theOwners providing a summary of the Technical Vessel Matters carried out in theprevious quarter.

 

**5.****               ****Owners’ Obligations**

 

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

 

**6.****               ****Insurance Policies**

 

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

 

**6.1      ** at the Owners’ expense, each of the Vesselsis insured for not less than her sound market value or entered for her fullgross tonnage, as the case may be for:

 

(i)                                     usualhull and machinery marine risks (including crew negligence) and excessliabilities,

 

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

 

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

 

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

 

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

 

(i)                                     Ifreasonably obtainable, on terms such that neither the Managers nor any suchthird party shall be under any liability in respect of premiums or callsarising in connection with the Owners’ insurances; or

 

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

 

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

 

**6.5      ** loss of hire insurance is maintained inaccordance with Clause 27.

 

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

 

**7.****               ****Income Collected andExpenses Paid on Behalf of Owners**

 

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

 

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

 

**8.****               ****Termination Payments**

 

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

 

**9.****               ****Budgets and Management ofFunds**

 

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

 

**9.2**   Followingits preparation of the budget, the Managers shall prepare their estimate of theworking capital requirement of the Vessels and the Managers shall each monthup-date this estimate.  Based thereon,the Managers shall each month request the Owners in writing for the fundsrequired to operate the Vessels for the ensuing month and payment of anyoccasional or extraordinary item of expenditure, as described in Clauses 25, 26and 28, additional insurance premiums, bunkers or provisions or any otherunbudgeted Operating Cost reasonably or necessarily incurred by the Managers inthe operation of the Vessels.  Such fundsshall be received by the Managers within ten running days after the receipt bythe Owners of the Managers’ written request and shall be held to the credit ofthe Managers in a separate bank account. As provided in Clause 7.2, the Managers may debit all expenses incurredby the Managers under this Agreement against this account.

 

**9.3**   TheManagers shall produce a comparison between budgeted and actual income andexpenditure of the Vessels monthly or at such other intervals as determined bythe Managers.

 

**9.4**   TheManagers shall, at no extra cost to the Owners, provide their own officeaccommodations, office staff, facilities and stationery.

 

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**9.5**   Alldiscounts and commissions obtained by the Managers in the course of themanagement of the Vessels shall be credited to the Owners.

 

**9.6**   Notwithstandinganything contained herein to the contrary, the Managers shall in nocircumstances be required to use or commit their owner funds to finance theprovision of the Management Services.

 

**10.****        ****Managers Right toSub-Contract**

 

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

 

**11.****         ****Responsibilities**

 

**11.1   *Force Majeure*** - Neither the Owners nor the Managers shallbe under any liability for any failure to perform any of their obligationshereunder by reason of any cause whatsoever of any nature or kind beyond theirreasonable control.

 

**11.2   *Liability toOwners***- (i) Without prejudice to sub-clause 11.1, the Managers shall beunder no liability whatsoever to the Owners for any loss, damage, delay orexpense of whatsoever nature, whether direct or indirect, (including but notlimited to loss of profit arising out of or in connection with detention of ordelay to the Vessels) and howsoever arising in the course of performance of theManagement Services**UNLESS** same isproved to have resulted solely from the gross negligence or wilful default ofthe Managers or their employees, or agents or sub-contractors employed by themin connection with the Vessels, in which case  (save where loss, damage,delay or expense has resulted from the Managers’ personal act or omission committedwith the intent to cause same or recklessly and with knowledge that such loss,damage, delay or expense would probably result)  the Managers’ liabilityfor each incident or series of incidents giving rise to a claim or claims shallnever exceed $50,000.

 

(ii)  Notwithstandinganything that may appear to the contrary in this Agreement, the Managers shallnot be liable for any of the actions of the Crew, even if such actions arenegligent, grossly negligent or wilful, except only to the extent that they areshown to have resulted from a failure by the Managers to discharge theirobligations under sub-clause  3.1, in which case their liabilityshall be limited in accordance with the terms of this Clause 11.   The Managers shall not, under anycircumstances be liable for any losses, costs, claims, liabilities and expenseswhich the Owners may sustain as a consequence of such pre-existing or latentdefects in the Vessels, their systems, equipment and machinery.

 

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

 

**11.4   **TheOwners further undertake to indemnify the Managers, their employees, agents andsub-contractors against all taxes, imposts, fines and duties levied by anygovernment as a result of the Vessels’ operations, regardless of whether suchtaxes, imposts, fines and duties are levied on the Vessels, the Owners or theManagers.  Such indemnity shall not applyto taxes imposed on amounts paid to the Managers as consideration for theManagement Services it shall provide under the terms of this Agreement.

 

**11.5**    Theprovisions and undertakings of this Clause 11 shall remain in forcenotwithstanding the termination of this Agreement pursuant to Clauses 17 and20.

 

**11.6   “*Himalaya”*** - It is hereby expressly agreed that noemployee or agent of the Managers (including every sub-contractor from time totime employed by the Managers) shall in any circumstances whatsoever be underany liability whatsoever to the Owners for any loss, damage or delay ofwhatsoever kind arising or resulting directly or indirectly from any act,neglect or default on his part while acting in the course of or in connectionwith his employment and, without prejudice to the generality of the foregoingprovisions in this Clause 11 , every exemption, limitation,condition and liberty herein contained and every right, exemption fromliability, defence and immunity of whatsoever nature applicable to the Managersor to which the Managers are entitled hereunder shall also be available andshall extend to protect every such employee or agent of the Managers acting asaforesaid and for the purpose of all the foregoing provisions of thisClause 11 the Managers are or shall be deemed to be acting as agent ortrustee on behalf and for the benefit of all persons who are or might be theirservants or agents from time to time (including sub-contractors as aforesaid)and all such persons shall to this extent be or be deemed to be parties to thisAgreement.

 

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**12.****         ****    Documentation**

 

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

 

**13.****        ****    GeneralAdministration**

 

**13.1   **TheManagers shall handle and settle all first party and third-party claims arisingout of the operation of the Vessels as provided hereunder including thesettlement of any claims relating to general average or total constructiveloss.

 

**13.2   **TheManagers shall bring or defend and negotiate settlement of actions, suits orproceedings in connection with matters entrusted to the Managers according tothis Agreement.

 

**13.3   **TheManagers shall appoint average adjusters and arrange for assistance inpreparing average accounts, taking security for cargo’s and freights proportionof average.  The Managers shall also havepower to obtain legal or technical or other outside expert advice in relationto the handling and settlement of claims and disputes or all other mattersaffecting the interests of the Owners in respect of the Vessels and shallarrange for the provision of any necessary guarantee bond or other security.

 

**13.4**   Anycosts reasonably incurred by Managers in carrying out its obligations accordingto Clause 13 in connection with matters entrusted to the Managers under thisAgreement shall be reimbursed by the Owners.

 

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

 

**14.****        ****    Auditing**

 

The Managersshall at all times maintain and keep true and correct accounts and shall makethe same available for inspection and auditing by the Owners at such times asmay be mutually agreed.  On thetermination, for whatever reasons, of this Agreement, the Managers shallrelease to the Owners, if so requested, the originals where possible, orotherwise certified copies, of all such accounts and all documents specificallyrelating to the Vessels and their operation.

 

**15.      Compliance with Lawsand Regulations**

 

The Managerswill not do or permit to be done anything which might cause any breach orinfringement of the laws and regulations of the Vessels’ flag, or of the placeswhere they trade.

 

**16.      Duration of theAgreement**

 

ThisAgreement shall come into effect in accordance with Clause 2 and terminatein accordance with Clauses 17 and 20.

 

**17.      Termination**

 

**17.1   *Owners’ default***

 

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

 

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

 

----

 

**17.2               *Managers’ Default***

 

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

 

**17.3               *Extraordinary Termination***

 

ThisAgreement shall be deemed to be terminated with respect to any particularVessel that is sold or which becomes a total loss or is declared as aconstructive or compromised or arranged total loss or is requisitioned.  Any such Vessel shall be deemed striken fromExhibit A, as of the date and time of its sale or loss.

 

**17.4              **For the purpose of sub-clause 8.3hereof

 

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

 

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

 

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

 

**17.6                  **The termination of this Agreement shall bewithout prejudice to all rights accrued due between the parties prior to thedate of termination.

 

**18.****        ****Law and Arbitration**

 

**18.1                  **This Agreement shall be governed andconstrued in accordance with Title 9 of the United States Code, the GeneralMaritime Law of the United States, and to the extend such laws are notapplicable, the laws of the State of New York, without reference to itsconflicts of laws principles. Any dispute arising out of or in connection withthis Agreement shall be referred to arbitration in New York in accordance withthe rules of the Society of Maritime Arbitrators, Inc., New York(SMA).  Any award of the arbitrator(s) shall be final and binding andnot subject to appeal.

 

**19.****        ****Notices**

 

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

 

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

 

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**ADDITIONALCLAUSES TO**

**SHIPMANAGEMENT AGREEMENT**

** **
| **TABLE OF CONTENTS** | ** **                                                                                                                        |
|-----------------------|-----------------------------------------------------------------------------------------------------------------------------------|
| ** **            | ** **                                                                                                                        | ** ** |
| 20.                   | DURATION AND TERMINATION                                                                                                          | 1 |
| 21.                   | COMMUNICATIONS                                                                                                                    | 1 |
| 22.                   | ASSIGNMENT CLAUSE                                                                                                                 | 1 |
| 23.                   | THIRD PARTY RIGHTS                                                                                                                | 1 |
| 24.                   | AMENDMENT OF LIST OF MANAGED VESSELS                                                                                              | 1 |
| 25.                   | CHANGES AND/OR IMPROVEMENT NECESSARY FOR THE  OPERATION OF THE VESSEL OR IMPOSED BY LEGISLATION, CLASS OR VETTING  APPROVALS | 1 |
| 26.                   | REIMBURSEMENT OF UNANTICIPATED REPAIR COSTS                                                                                       | 2 |
| 27.                   | LOSS OF HIRE INSURANCE                                                                                                            | 2 |
| 28.                   | ISPS CODE                                                                                                                         | 2 |
| 29.                   | CASUALTY PLANNING AND MANAGEMENT                                                                                                  | 2 |
| 30.                   | MANAGEMENT FEE                                                                                                                    | 3 |
| 31.                   | MISCELLANEOUS                                                                                                                     | 3 |

 

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**20.       DURATIONAND TERMINATION**

** **

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

 

**21.       COMMUNICATIONS**

** **

All communications under this Agreement shall be inthe English language.

 

**22.       ASSIGNMENTCLAUSE**

** **

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

 

**23.       THIRDPARTY RIGHTS**

** **

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

 

**24.       AMENDMENTOF LIST OF MANAGED VESSELS**

** **

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

 

**25.       CHANGESAND/OR IMPROVEMENT NECESSARY FOR THE OPERATION OF THE VESSEL OR IMPOSED BYLEGISLATION, CLASS OR VETTING APPROVALS**

** **

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

 

----

 

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

 

**26.       REIMBURSEMENTOF UNANTICIPATED REPAIR COSTS**

** **

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

 

**27.       LOSSOF HIRE INSURANCE**

** **

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

 

**28.       ISPSCODE**

** **

The Managers shall perform the duties of the “Company”as required by the ISPS Code.  TheManagers shall also perform the Owners’ obligations and benefit from theOwners’ rights under the BIMCO ISPS Code Time Charter Party Clause in anycharterparty under which the Vessels may be operating during the term of thisAgreement.  The Managers shall beentitled to retain any sums received or recovered from Charterers or from anyother party in relation to ISPS Code actions and duties.  If the Managers incur expenditures as aresult of complying with the ISPS Code or making prudent security precautionsthat are not recoverable from charterers pursuant to the BIMCO ISPS Code TimeCharter Party Clause, the Owners shall indemnify the Managers for suchexpenditures, pursuant to Clause 9, as invoiced to the Owners with fullsupporting documentation.

 

**29.       CASUALTYPLANNING AND MANAGEMENT**

** **

A.        TheManagers shall provide for the preparation and submission to relevantauthorities, and ensure timely approval by said authorities, of the followingoil pollution incident response plans:

 

(1)                         A Shipboard Oil Pollution Emergency Plan(“SOPEP”), pursuant to Regulation 26 of Annex I of the International Conventionfor the Prevention of Pollution from Ships, 1973, as modified by the Protocol of1978, as amended (“MARPOL 73/78”); and

 

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

 

B.         TheManagers shall provide training for the Vessels’ Crews to instruct cognizantindividuals of their duties and responsibilities under the VRP, as required byOPA and 33 

 

2

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

 

C.         TheManagers shall maintain all records and other documentation, relating to oilpollution incident emergency response planning, as may be required by MARPOL73/78 and OPA, and its implementing regulations (33 C.F.R. Part 155,Subpart D).

 

D.         In theevent of an oil pollution incident involving one of the Vessels, the Managersshall ensure that timely notice of he incident is given, on its own behalf andon behalf of the Owners, to relevant authorities, as may be required by MARPOL73/78 and OPA.  The Managers shall alsoensure timely activation and efficient management of the Vessel’s VRP and/orSOPEP upon the occurrence of any such oil pollution incident.

 

E.         TheManagers are expressly authorized to act as agents for the Owners to enter intoarrangements, by contract or otherwise, with third-party contractors,consultants and other providers, to ensure the availability of the servicescalled for in the VRP, SOPEP or which might from time to time be necessary tocomply with the provisions of OPA, MARPOL 73/78 or any other Federal, State orInternational environmental requirement.

 

**30.       MANAGEMENTFEE**

** **

In addition to its obligations, under Clauses 9 and26, to reimburse the Managers for all the anticipated and unanticipated costs ofmanaging the Vessels under this Agreement, the Owners shall also pay amanagement fee (the “Management Fee”) to the Managers for the ManagementServices.  The Management Fee, payablemonthly in advance based upon the actual number of days in the applicablemonth, shall be equal to four percent of the total monthly payroll cost of allthe crew who serve on board the Vessels. The Management Fee shall be included in the annual estimated budgetingprocess described in Clause 9 and shall be paid to the Managers as provided inClause 7.2.

 

**31.       MISCELLANEOUS**

** **

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

 

B.         Nochange in, or modification of, this Agreement shall be effective unless reducedto writing and signed by the Owners and the Managers.

 

C.         Theinvalidity of any provision of this Agreement shall not affect the remainderhereof, which shall in such event be construed as if such invalid provision hadnot been inserted.

 

D.         ThisAgreement consists of Parts I and II of the Bimco Standard Ship ManagementAgreement (“Shipman 98”) Form, these Additional Clauses, and the Exhibitshereto.  All parts of this Agreementshall be read together as a single agreement and in a manner that promotesconsistency between all parts of this Agreement.  No single part of this Agreement shall begiven greater weight than any other part of this Agreement in determining theintended agreement of the parties hereto.

 

3

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E.         ThisAgreement may be executed in one or more counterparts, each of which shall bedeemed an original and all of which, taken together, shall constitute one andthe same instrument.  Original signatureshereto may be delivered by facsimile which shall be deemed originals.

 

F.         Thefailure of either party to enforce any term of this Agreement shall not act asa waiver.  Any waiver must bespecifically stated as such in writing.

 

4

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**EXHIBITA**

** **

**LIST OFMANAGED VESSELS**

** **

----

 

**EXHIBITB**

** **

**PROTOCOLOF DELIVERY ANDCOMMENCEMENT OF SHIP MANAGEMENT SERVICES**

** **

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

 

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

 

Commencing at the time and date of its acceptance ofdelivery of said Vessels, as documented herein, the Owners appoint the Managersas the managers of the Vessels pursuant to the terms and provisions of the ShipManagement Agreement.

 

IN WITNESS WHEREOF, the Owners and the Managers haveexecuted this Protocol of Delivery and Commencement of Ship Management Servicesas of                                      ,2007.

 
| OWNERS:          | MANAGERS:                      |
|------------------|--------------------------------|
|             |                           |
| OSG America L.P. | OSG Ship Management, Inc. |
|             |                           |
|             |                           |
| By:              |                           |   | By: |   |   |
|             | Name:                          |   | Name: |
|             | Title                          |   | Title |
|                  |                                |  |  |  |  |

 

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**Exhibit C**

 

Signatures of: (a) OSG America L.P.; and (b) the Owners of the Vesselsfor which the Managers shall provide Management Services, as defined in Clause1, are set forth below. It is understood that as the composition f the Owners’fleet changes, it shall, from time to time, be necessary to add signature linesor delete signature lines from this Exhibit. As provided in Clause 18.3, thesignature line for the owner of any vessel sold or otherwise lost shall bedeemed stricken from this Exhibit as of the date and time of its sale or loss.

 
| **OSG AMERICA L.P.**                        |                                 |
|---------------------------------------------|--------------------------------------|
|                                        |                                 |
| By:                                         | OSG America LLC, its General Partner |   |
|                                        |                                 |   |
| By:                                         | /s/ Myles R. Itkin                   |   |   |
|                                        |                                 |
| Name: Myles R. Itkin                        |                                 |
|                                        |                                 |
| Title: Chief Financial Officer and Director |                                 |
|                                        |                                 |
|                                        |                                 |
| **Owned vessels:**                          |                                 |
|                                        |                                 |
| **OSG Columbia LLC**                        |                                 |
|                                        |                                 |
| By:                                         | /s/ Alan G. Himmelstein              |   |   |
|                                        |                                 |
| Name: Alan G. Himmelstein                   |                                 |
|                                        |                                 |
| Title: Manager                              |                                 |
|                                        |                                 |
| **Overseas Diligence LLC**                  |                                 |
|                                        |                                 |
| By:                                         | /s/ James I. Edelson                 |   |   |
|                                        |                                 |
| Name: James I. Edelson                      |                                 |
|                                        |                                 |
| Title: Manager                              |                                 |
|                                        |                                 |
| **OSG Enterprise LLC**                      |                                 |
|                                        |                                 |
| By:                                         | /s/ James I. Edelson                 |   |   |
|                                        |                                 |
| Name: James I. Edelson                      |                                 |
|                                        |                                 |
| Title: Manager                              |                                 |

 

1

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| **OSG Honour LLC**         |                 |
|----------------------------|----------------------|
|                       |                 |
| By:                        | /s/ James I. Edelson |   |   |
|                       |                 |
| Name: James I. Edelson     |                 |
|                       |                 |
| Title: Manager             |                 |
|                       |                 |
| **OSG Independence LLC**   |                 |
|                       |                 |
| By:                        | /s/ James I. Edelson |   |   |
|                       |                 |
| Name: James I. Edelson     |                 |
|                       |                 |
| Title: Manager             |                 |
|                       |                 |
| **Overseas Integrity LLC** |                 |
|                       |                 |
| By:                        | /s/ James I. Edelson |   |   |
|                       |                 |
| Name: James I. Edelson     |                 |
|                       |                 |
| Title: Manager             |                 |
|                       |                 |
| **OSG Intrepid LLC**       |                 |
|                       |                 |
| By:                        | /s/ James I. Edelson |   |   |
|                       |                 |
| Name: James I. Edelson     |                 |
|                       |                 |
| Title: Manager             |                 |
|                       |                 |
| **OSG Navigator LLC**      |                 |
|                       |                 |
| By:                        | /s/ Peter N. Popov   |   |   |
|                       |                 |
| Name: Peter N. Popov       |                 |
|                       |                 |
| Title: Manager             |                 |

 

2

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| **OSG Seafarer LLC**      |                    |
|---------------------------|-------------------------|
|                      |                    |
| By:                       | /s/ Alan G. Himmelstein |   |   |
|                      |                    |
| Name: Alan G. Himmelstein |                    |
|                      |                    |
| Title: Manager            |                    |
|                      |                    |
| **OSG 209 LLC**           |                    |
|                      |                    |
| By:                       | /s/ Peter N. Popov      |   |   |
|                      |                    |
| Name: Peter N. Popov      |                    |
|                      |                    |
| Title: Manager            |                    |
|                      |                    |
| **OSG 214 LLC**           |                    |
|                      |                    |
| By:                       | /s/ James I. Edelson    |   |   |
|                      |                    |
| Name: James I. Edelson    |                    |
|                      |                    |
| Title: Manager            |                    |
|                      |                    |
| **OSG 242 LLC**           |                    |
|                      |                    |
| By:                       | /s/ James I. Edelson    |   |   |
|                      |                    |
| Name: James I. Edelson    |                    |
|                      |                    |
| Title: Manager            |                    |
|                      |                    |
| **OSG 243 LLC**           |                    |
|                      |                    |
| By:                       | /s/ James I. Edelson    |   |   |
|                      |                    |
| Name: James I. Edelson    |                    |
|                      |                    |
| Title: Manager            |                    |

 

3

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| **OSG 244 LLC**             |                    |
|-----------------------------|-------------------------|
|                        |                    |
| By:                         | /s/ James I. Edelson    |   |   |
|                        |                    |
| Name: James I. Edelson      |                    |
|                        |                    |
| Title: Manager              |                    |
|                        |                    |
| **OSG 252 LLC**             |                    |
|                        |                    |
| By:                         | /s/ Peter N. Popov      |   |   |
|                        |                    |
| Name: Peter N. Popov        |                    |
|                        |                    |
| Title: Manager              |                    |
|                        |                    |
| **OSG 254 LLC**             |                    |
|                        |                    |
| By:                         | /s/ Alan G. Himmelstein |   |   |
|                        |                    |
| Name: Alan G. Himmelstein   |                    |
|                        |                    |
| Title: Manager              |                    |
|                        |                    |
| **Overseas Galena Bay LLC** |                    |
|                        |                    |
| By:                         | /s/ James I. Edelson    |   |   |
|                        |                    |
| Name: James I. Edelson      |                    |
|                        |                    |
| Title: Manager              |                    |
|                        |                    |
| **Luxmar Tanker LLC**       |                    |
|                        |                    |
| By:                         | /s/ James I. Edelson    |   |   |
|                        |                    |
| Name: James I. Edelson      |                    |
|                        |                    |
| Title: Manager              |                    |

 

4

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| **Maremar Tanker LLC**       |                 |
|------------------------------|----------------------|
|                         |                 |
| By:                          | /s/ James I. Edelson |   |   |
|                         |                 |
| Name: James I. Edelson       |                 |
|                         |                 |
| Title: Manager               |                 |
|                         |                 |
| **Overseas Puget Sound LLC** |                 |
|                         |                 |
| By:                          | /s/ James I. Edelson |   |   |
|                         |                 |
| Name: James I. Edelson       |                 |
|                         |                 |
| Title: Manager               |                 |
|                         |                 |
|                         |                 |
| **Leased vessels:**          |                 |
|                         |                 |
| **Overseas Houston LLC**     |                 |
|                         |                 |
| By:                          | /s/ James I. Edelson |   |   |
|                         |                 |
| Name: James I. Edelson       |                 |
|                         |                 |
| Title: Manager               |                 |
|                         |                 |
| **Overseas Longbeach LLC**   |                 |
|                         |                 |
| By:                          | /s/ Janice K. Smith  |   |   |
|                         |
| Name: Janice K. Smith        |                 |
|                         |                 |
| Title: Manager               |                 |
|                         |                 |
| **Overseas New Orleans LLC** |                 |
|                         |                 |
| By:                          | /s/ James I. Edelson |   |   |
|                         |                 |
| Name: James I. Edelson       |                 |
|                         |                 |
| Title: Manager               |                 |

 

5

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| **Overseas Philadelphia LLC** |                 |
|-------------------------------|----------------------|
|                          |                 |
| By:                           | /s/ James I. Edelson |   |   |
|                          |                 |
| Name: James I. Edelson        |                 |
|                          |                 |
| Title: Manager                |                 |
|                               |                      |  |  |

 

6

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