AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OSG AMERICA L.P.OSG America L.P. • December 20th, 2007 • Water transportation • Delaware
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF OSG AMERICA L.P., dated as of November 15, 2007, is entered into by and between OSG AMERICA LLC, a Delaware limited liability company, as the General Partner, and OSG BULK SHIPS, INC., a Delaware corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.
DIRECTOR AND OFFICER INDEMNITY AGREEMENTDirector and Officer Indemnity Agreement • December 20th, 2007 • OSG America L.P. • Water transportation • Delaware
This agreement (the “Agreement”) is made and entered into as of the 14th day of May, 2007, by and between OSG America L.P., a Delaware limited partnership (the “Partnership”), and Morten Arntzen, (the “Indemnitee”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF OSG AMERICA LLC Dated as of November 15, 2007Limited Liability Company Agreement • December 20th, 2007 • OSG America L.P. • Water transportation • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 15, 2007, adopted by OSG BULK SHIPS, INC. as the sole member (“Bulk Ships”), of OSG AMERICA LLC (the “Company”).
ADMINISTRATIVE SERVICES AGREEMENT BETWEEN OSG AMERICA L.P., AND OSG SHIP MANAGEMENT, INC.Administrative Services Agreement • December 20th, 2007 • OSG America L.P. • Water transportation
ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”), dated as of November 15, 2007, between OSG AMERICA L.P., a Delaware limited partnership (“OSG MLP”) and OSG SHIP MANAGEMENT, INC., a Delaware corporation (“OSGM”).
OMNIBUS AGREEMENT AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG AMERICA LLC, AND OSG AMERICA L.P.Omnibus Agreement • December 20th, 2007 • OSG America L.P. • Water transportation
SHIP MANAGEMENT AGREEMENT November 15, 2007 Name OSG America L.P. and the Owners of the Managed Vessels (as indicated below) Place of registered office c/o OSG America LLC, Two Harbour Place, 302 Knights Run Avenue, Tampa FL 33602 Law of registry...Ship Management Agreement • December 20th, 2007 • OSG America L.P. • Water transportation • New York
It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel), “B” (Details of Crew), “C” (Budget) and “D” (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A”, “B”, “C” and “D” shall prevail over those of PART II to the extent of such conflict but no further.
Up to SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT AMONG OSG AMERICA OPERATING COMPANY LLC, as Borrower AND The banks and financial institutions identified on Schedule II, as Lenders AND ING BANK N.V., London Branch as Facility Agent, Security...Senior Secured Revolving Credit Facility Agreement • December 20th, 2007 • OSG America L.P. • Water transportation • New York
THIS SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (this “Agreement”) is made as of the 15th day of November, 2007 by and among (1) OSG AMERICA OPERATING COMPANY LLC, a limited liability company organized and existing under the laws of the State of Delaware, as borrower (the “Borrower”), (2) OSG AMERICA L.P., a limited partnership organized and existing under the laws of the State of Delaware (the “Parent”), as guarantor, (3) the Parent and each of the companies listed on Schedule III (the “Vessel-Owning Guarantors”), as joint and several guarantors (the Vessel Owning Guarantors together with the Parent, the “Guarantors” and each a “Guarantor”), (4) the banks and financial institutions listed on Schedule II, as lenders (together with the Issuing Lender and any assignee pursuant to Section 11, the “Lenders” and each a “Lender”), (5) ING BANK N.V., London Branch (“ING”), as agent for the Lenders (in such capacity, the “Facility Agent”), as security trustee for the Lenders (in such c
AMENDED AND RESTATED CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG OSG BULK SHIPS, INC., OSG SHIP MANAGEMENT, INC., OSGAMLP ONE PERCENT INTEREST CORPORATION, OSG AMERICA LLC, OSG AMERICA L.P. AND OSG AMERICA OPERATING COMPANY LLCContribution, Conveyance and Assumption Agreement • December 20th, 2007 • OSG America L.P. • Water transportation • New York
AMENDED AND RESTATED CONTRIBUTION, CONVEYANCE AND 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 ONE PERCENT INTEREST CORPORATION, a Delaware corporation (“One Percent”), OSG AMERICA LLC, a Delaware limited liability company (“OSG MLP General Partner”), OSG AMERICA L.P., a Delaware limited partnership (“OSG MLP”) and OSG AMERICA OPERATING COMPANY LLC, a Delaware limited liability company (“OSG MLP Operating Company”).
Underwriting AgreementOSG America L.P. • December 20th, 2007 • Water transportation • New York
This is to confirm the agreement among the Partnership, OSG America LLC, a Delaware limited liability company and general partner of the Partnership (the “General Partner”), OSG Bulk Ships, Inc., a New York corporation and direct parent of the General Partner (“OSG Bulk Ships”), OSGAMLP One Percent Interest Corporation, a Delaware corporation and wholly owned subsidiary of OSG Bulk Ships (“One Percent”), OSG Ship Management, Inc., a Delaware corporation and wholly owned subsidiary of OSG (as defined herein) (“OSGM”), and Overseas Shipholding Group, Inc., a Delaware corporation and the ultimate parent of each of the General Partner, OSG Bulk Ships, OSGM and One Percent (“OSG” and, together with the Partnership, the General Partner, OSG Bulk Ships, OSGM and One Percent, the “Partnership Parties”), and the Underwriters concerning the purchase of the Securities from the Partnership by the Underwriters. It is understood and agreed to by all parties hereto that the Partnership was formed by
