IN THE UNITED STATES BANKRUPTCY COURT FOR THE … › files › overseas... · 8/2/2013 · IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ----- - In re Overseas

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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In re Overseas Shipholding Group, Inc., et al.,1

Debtors.

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Chapter 11 Case No. 12-20000 (PJW) Jointly Administered Hearing Date: August 26, 2013 at 10:00 a.m. (ET) Objections Due: August 19, 2013 at 4:00 p.m. (ET)

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DEBTORS’ SECOND MOTION PURSUANT TO SECTION 1121(d)(1) OF THE BANKRUPTCY CODE TO EXTEND THE EXCLUSIVE PERIODS

TO (I) FILE A CHAPTER 11 PLAN AND (II) SOLICIT ACCEPTANCES THEREOF

Overseas Shipholding Group, Inc. (“OSG”) and certain of its affiliates, as debtors and

debtors in possession (collectively, the “Debtors”), hereby move this Court (the “Motion”), for

the entry of an order substantially in the form attached hereto as Exhibit A (the “Order”),

1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s tax identification number, are: Overseas Shipholding Group, Inc. (7623); OSG International, Inc. (7117); OSG Bulk Ships, Inc. (2600); 1372 Tanker Corporation (4526); Africa Tanker Corporation (9119); Alcesmar Limited (5306); Alcmar Limited (5307); Alpha Suezmax Corporation (1684); Alpha Tanker Corporation (6063); Amalia Product Corporation (3808); Ambermar Product Carrier Corporation (8898); Ambermar Tanker Corporation (7100); Andromar Limited (5312); Antigmar Limited (5303); Aqua Tanker Corporation (7408); Aquarius Tanker Corporation (9161); Ariadmar Limited (5301); Aspro Tanker Corporation (4152); Atalmar Limited (5314); Athens Product Tanker Corporation (9565); Atlas Chartering Corporation (8720); Aurora Shipping Corporation (5649); Avila Tanker Corporation (4155); Batangas Tanker Corporation (8208); Beta Aframax Corporation (9893); Brooklyn Product Tanker Corporation (2097); Cabo Hellas Limited (5299); Cabo Sounion Limited (5296); Caribbean Tanker Corporation (6614); Carina Tanker Corporation (9568); Carl Product Corporation (3807); Concept Tanker Corporation (9150); Crown Tanker Corporation (6059); Delphina Tanker Corporation (3859); Delta Aframax Corporation (9892); DHT Ania Aframax Corp. (9134); DHT Ann VLCC Corp. (9120); DHT Cathy Aframax Corp. (9142); DHT Chris VLCC Corp. (9122); DHT Rebecca Aframax Corp. (9143); DHT Regal Unity VLCC Corp. (9127); DHT Sophie Aframax Corp. (9138); Dignity Chartering Corporation (6961); Edindun Shipping Corporation (6412); Eighth Aframax Tanker Corporation (8100); Epsilon Aframax Corporation (9895); First Chemical Carrier Corporation (2955); First LPG Tanker Corporation (9757); First Union Tanker Corporation (4555); Fourth Aframax Tanker Corporation (3887); Front President Inc. (1687); Goldmar Limited (0772); GPC Aframax Corporation (6064); Grace Chartering Corporation (2876); International Seaways, Inc. (5624); Jademar Limited (7939); Joyce Car Carrier Corporation (1737); Juneau Tanker Corporation (2863); Kimolos Tanker Corporation (3005); Kythnos Chartering Corporation (3263); Leo Tanker Corporation (9159); Leyte Product Tanker Corporation (9564); Limar Charter Corporation (9567); Luxmar Product Tanker Corporation (3136); Luxmar Tanker LLC (4675); Majestic Tankers Corporation (6635); Maple Tanker Corporation (5229); Maremar Product Tanker Corporation (3097); Maremar Tanker LLC (4702); Marilyn Vessel Corporation (9927); Maritrans General

Case 12-20000-PJW Doc 1589 Filed 08/02/13 Page 1 of 21

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Docket #1589 Date Filed: 8/2/2013

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pursuant to Section 1121(d) of Title 11 of the United States Code (the “Bankruptcy Code”) (i)

extending the period during which the Debtors have the exclusive right to file a plan or plans (the

“Exclusive Filing Period”) through and including November 30, 2013 and (ii) extending the

period during which the Debtors have the exclusive right to solicit acceptances thereof (the

“Exclusive Solicitation Period” and, together with the Exclusive Filing Period, the “Exclusive

Periods”) through and including January 31, 2014. In support of this Motion, the Debtors

respectfully represent as follows:

Partner Inc. (8169); Maritrans Operating Company L.P. (0496); Milos Product Tanker Corporation (9563); Mindanao Tanker Corporation (8192); Mykonos Tanker LLC (8649); Nedimar Charter Corporation (9566); Oak Tanker Corporation (5234); Ocean Bulk Ships, Inc. (6064); Oceania Tanker Corporation (9164); OSG 192 LLC (7638); OSG 209 LLC (7521); OSG 214 LLC (7645); OSG 215 Corporation (7807); OSG 242 LLC (8002); OSG 243 LLC (7647); OSG 244 LLC (3601); OSG 252 LLC (7501); OSG 254 LLC (7495); OSG 300 LLC (3602); OSG 400 LLC (7499); OSG America LLC (2935); OSG America L.P. (2936); OSG America Operating Company LLC (5493); OSG Car Carriers, Inc. (1608); OSG Clean Products International, Inc. (6056); OSG Columbia LLC (7528); OSG Constitution LLC (8003); OSG Courageous LLC (2871); OSG Delaware Bay Lightering LLC (4998); OSG Discovery LLC (8902); OSG Endeavor LLC (5138); OSG Endurance LLC (2876); OSG Enterprise LLC (3604); OSG Financial Corp. (8639); OSG Freedom LLC (3599); OSG Honour LLC (7641); OSG Independence LLC (7296); OSG Intrepid LLC (7294); OSG Liberty LLC (7530); OSG Lightering Acquisition Corporation (N/A); OSG Lightering LLC (0553); OSG Lightering Solutions LLC (5698); OSG Mariner LLC (0509); OSG Maritrans Parent LLC (3903); OSG Navigator LLC (7524); OSG New York, Inc. (4493); OSG Product Tankers AVTC, LLC (0001); OSG Product Tankers I, LLC (8236); OSG Product Tankers II, LLC (8114); OSG Product Tankers, LLC (8347); OSG Product Tankers Member LLC (4705); OSG Quest LLC (1964); OSG Seafarer LLC (7498); OSG Ship Management, Inc. (9004); OSG Valour Inc. (7765); Overseas Allegiance Corporation (7820); Overseas Anacortes LLC (5515); Overseas Boston LLC (3665); Overseas Diligence LLC (6681); Overseas Galena Bay LLC (6676); Overseas Houston LLC (3662); Overseas Integrity LLC (6682); Overseas Long Beach LLC (0724); Overseas Los Angeles LLC (5448); Overseas Martinez LLC (0729); Overseas New Orleans LLC (6680); Overseas New York LLC (0728); Overseas Nikiski LLC (5519); Overseas Perseverance Corporation (7817); Overseas Philadelphia LLC (7993); Overseas Puget Sound LLC (7998); Overseas Sea Swift Corporation (2868); Overseas Shipping (GR) Ltd. (5454); Overseas ST Holding LLC (0011); Overseas Tampa LLC (3656); Overseas Texas City LLC (5520); Pearlmar Limited (7140); Petromar Limited (7138); Pisces Tanker Corporation (6060); Polaris Tanker Corporation (6062); Queens Product Tanker Corporation (2093); Reymar Limited (7131); Rich Tanker Corporation (9147); Rimar Chartering Corporation (9346); Rosalyn Tanker Corporation (4557); Rosemar Limited (7974);Rubymar Limited (0767); Sakura Transport Corp. (5625); Samar Product Tanker Corporation (9570); Santorini Tanker LLC (0791); Serifos Tanker Corporation (3004); Seventh Aframax Tanker Corporation (4558); Shirley Tanker SRL (3551); Sifnos Tanker Corporation (3006); Silvermar Limited (0766); Sixth Aframax Tanker Corporation (4523); Skopelos Product Tanker Corporation (9762); Star Chartering Corporation (2877); Suezmax International Agencies, Inc. (4053);Talara Chartering Corporation (3744); Third United Shipping Corporation (5622); Tokyo Transport Corp. (5626); Transbulk Carriers, Inc. (6070); Troy Chartering Corporation (3742); Troy Product Corporation (6969); Urban Tanker Corporation (9153); Vega Tanker Corporation (3860); View Tanker Corporation (9156); Vivian Tankships Corporation (7542); Vulpecula Chartering Corporation (8718); Wind Aframax Tanker Corporation (9562). The mailing address of the Debtors is: 1301 Avenue of the Americas, 42nd Floor, New York, NY 10019.


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Preliminary Statement

1. By working constructively with all constituents, the Debtors have made

tremendous progress since the Petition Date (as defined below) to stabilize and rationalize the

Debtors’ operations and put the Debtors on a path towards a successful reorganization. In

particular, the Debtors have analyzed and developed long-term business plans that will form the

operational basis for a reorganized business and have commenced the claims reconciliation and

allowance process. The Debtors also completed an extensive internal investigation and expect to

file restated financials dating back to the year ended December 31, 2000 shortly. However,

given the size and complexity of the Debtors’ cases, as well as the remaining steps that must be

undertaken for the Debtors and their stakeholders to successfully formulate and implement a plan

of reorganization, an extension of the Debtors’ Exclusive Periods is necessary.

2. In the coming months, the Debtors and other parties in interest must undertake a

variety of steps in order to successfully prepare a plan of reorganization that can be confirmed

and consummated. The Debtors must continue the claims resolution process to reconcile and fix

the more than sixteen hundred proofs of claim that have been filed against them, including more

than $400 million in asserted damages claims from chartered vessels that have been rejected,

more than $450 million in claims asserted by the Internal Revenue Service (the “IRS”), and

thousands of asbestos related claims. In addition, the Debtors require time to negotiate and

discuss plan structure and mechanics with their various creditor constituencies, as well as to

provide for sufficient financing or other liquidity upon emergence. To lay the framework for

such a plan, the Debtors have retained Deloitte & Touche LLP (“D&T”) to prepare carve-out

financials in connection with a potential separation of certain of the Debtors’ business lines—a

process that is projected to take up to five months. Even if terms were fully agreed, there are 181


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Debtors for which the Debtors and their professionals must formulate individual plans, which

number does not include additional non-Debtor entities that may require their own liquidation

process. Moreover, at each stage of this process the Official Committee of Unsecured Creditors

(the “Committee”) and the Debtors’ other constituents will require sufficient time to evaluate and

understand the Debtors’ proposals. Indeed, following appropriate discussion and consultation,

the Committee has confirmed that it has no objection to this requested extension.

3. Under these circumstances, the Debtors believe that they alone can constructively

complete the numerous tasks that are essential for a successful plan of reorganization and

additional extensions of the Exclusive Filing Period until November 30, 2013, and of the

Exclusive Solicitation Period until January 31, 2014, are necessary and appropriate.

Jurisdiction and Venue

4. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157(b) and

1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b).

5. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

6. The statutory basis for the relief requested herein is Section 1121(d) of the

Bankruptcy Code.

Background

7. On November 14, 2012 (the “Petition Date”), each of the 181 Debtors filed

voluntary petitions for relief under Chapter 11 of the Bankruptcy Code.

8. The Debtors own or operate over 90 tankers around the world, enabling the safe

and efficient transport of oil and petroleum products. OSG is one of the largest publicly traded

tanker holding companies worldwide, based on the number of vessels, and is the only major

tanker holding company with both a significant U.S. Flag and international fleet. A fulsome


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description of the Debtors’ corporate structure and the events leading to their Chapter 11 cases is

set forth in the Declaration of Captain Robert E. Johnston in Support of First Day Motions and

Applications (the “First Day Declaration”), as filed with the Court on November 14, 2012

(D.I. 2).

9. The Debtors continue to operate their businesses and manage their properties as

debtors in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. No trustee

or examiner has been appointed in the Debtors’ Chapter 11 cases.

10. The Office of the United States Trustee for the District of Delaware (the “U.S.

Trustee”) has appointed a Committee in respect of the Debtors (D.I. 97).

11. On March 5, 2013, this Court entered an Order Pursuant to Section 1121(d) of the

Bankruptcy Code Extending the Exclusive Periods During Which the Debtors May File a

Chapter 11 Plan and Solicit Acceptances Thereof (D.I. 971) (the “Original Exclusivity Order”).

The Original Exclusivity Order (i) extended the period during which the Debtors have the

exclusive right to file a plan or plans through and including August 2, 2013 and (ii) extended the

period during which the Debtors have the exclusive right to solicit acceptances thereof through

and including October 1, 2013. Accordingly, the current Exclusive Filing Period extends

through August 2, 2013 and the current Exclusive Solicitation Period extends through

October 1, 2013.

Relief Requested

12. By this Motion, the Debtors seek an order pursuant to Section 1121(d) of the

Bankruptcy Code granting approximately a four-month extension of each of (a) the Exclusive

Filing Period, through and including November 30, 2013, and (b) the Exclusive Solicitation

Period, through and including January 31, 2014.


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Basis for Relief

13. The Exclusive Periods under Section 1121(b) of the Bankruptcy Code are

intended to afford a debtor the opportunity to propose a Chapter 11 plan and to solicit

acceptances of such plan without the disruption to the debtor’s business operations caused by

competing plans from non-debtor parties. Section 1121(b) of the Bankruptcy Code provides for

an initial period of 120 days after the commencement of a Chapter 11 case during which a debtor

has the exclusive right to propose and file a plan. Section 1121(c)(3) of the Bankruptcy Code

provides that if the debtor proposes and files a plan within the initial 120-day exclusive period,

the debtor then has until 180 days after the commencement of the Chapter 11 case to solicit and

obtain acceptances of such plan.

14. However, pursuant to Section 1121(d)(1) of the Bankruptcy Code, “on request of

a party in interest made within the respective periods specified in subsections (b) and (c) of this

section and after notice and a hearing, the court may for cause reduce or increase the 120-day

period or the 180-day period referred to in this section.” 11 U.S.C. § 1121(d)(1). Such

extensions are capped, however, by Section 1121(d)(2) of the Bankruptcy Code, which limits

any extension of the Exclusive Filing Period to eighteen (18) months after the petition date and

any extension of the Exclusive Solicitation Period to twenty (20) months after the petition date.

Id. § 1121(d)(2)(A)-(B).

15. The decision to extend the Exclusive Periods is left to the sound discretion of the

Bankruptcy Court and should be based on the facts and circumstances of a particular case. See

First Am. Bank of N.Y. v. Sw. Gloves & Safety Equip., Inc., 64 B.R. 963, 965 (D. Del. 1986); In

re Reetz, 61 B.R. 412, 414 (Bankr. W.D. Wis. 1986). Although the Bankruptcy Code does not

define the term “cause,” the legislative history indicates that it is to be viewed flexibly “in order


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to allow the debtor to reach an agreement.” H.R. Rep. No. 95, 95th Cong., 1st Sess. 232 (1977);

see also In re Public Serv. Co. of N.H., 88 B.R. 521, 534 (Bankr. D.N.H. 1988) (“[T]he

legislative intent…[is] to promote maximum flexibility.”). To facilitate this legislative intent, a

debtor should be given a reasonable opportunity to negotiate an acceptable plan with creditors

and to prepare adequate financial and non-financial information concerning the ramifications of

any proposed plan for disclosure to creditors. See, e.g., In Re McLean Indust., Inc., 87 B.R. 830,

833-34 (Bankr. S.D.N.Y. 1987); Geriatrics Nursing Home v. First Fidelity Bank, N.A., 187 B.R.

128, 133 (D.N.J. 1995); In re Texaco, Inc., 76 B.R. 322, 327 (Bankr. S.D.N.Y. 1987).

16. In exercising their discretion to extend exclusivity, courts consider a variety of

factors including: (a) the size and complexity of the case, (b) the necessity of sufficient time to

negotiate and prepare adequate information, (c) whether the debtor is paying its debts as they

come due, (d) whether the debtor has demonstrated reasonable prospects for filing a viable plan,

(e) the length of time the case has been pending, (f) the debtor’s progress in resolving issues

facing the estate, and (g) whether an extension of time will harm the debtor’s creditors. See, e.g.,

In re Gibson & Cushman Dredging Corp., 101 B.R. 405, 409-10 (E.D.N.Y. 1989); see also In re

Cent. Jersey Airport Servs., LLC, 282 B.R. 176, 184 (Bankr. D.N.J. 2002); In re Dow Corning

Corp., 208 B.R. 661, 664-65 (Bankr. E.D. Mich. 1997) (citing In re Express One Int’l, Inc., 194

B.R. 98, 100 (Bankr. E.D. Tex. 1996)).

Cause Exists to Further Extend the Exclusive Periods

A. The Size and Complexity of These Chapter 11 Cases Alone Warrants the Extension

17. Both Congress and the courts have recognized that the size and complexity of a

debtor’s case alone may constitute cause for the extension of a debtor’s exclusive period to file a

plan and the period to solicit acceptances of such a plan. The legislative history provides that “if

an unusually large company were to seek reorganization under chapter 11, the court would


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probably need to extend the time in order to allow the debtor to reach an agreement.” H.R. Rep.

No. 595, 9th Cong., 1st Sess., 232 (1978), reprinted in 1978 U.S.C.C.A.N. 5787, 6191. In fact,

the size and complexity of a Chapter 11 case is the basis upon which courts most commonly

grant extensions. See, e.g., Express One Int’l, 194 B.R. at 100; In re Texaco, Inc., 76 B.R. at 326

(“The large size of a debtor and the consequent difficulty in formulating a plan of reorganization

for a huge debtor with a complex financial structure are important factors which generally

constitute cause for extending the exclusivity periods.”).

18. As the course of the Debtors’ Chapter 11 cases thus far has made clear, the

Debtors’ Chapter 11 cases are both large and complex. The Chapter 11 cases involve 181

Debtors with operations spanning the globe. In addition to the complexities that any such large

case presents, the Debtors and their professionals have devoted many of their resources to

completing a restatement of the Debtors’ financials for the past several years which the Debtors

expect to issue shortly as well as an in-depth analysis of related tax issues. Moreover, in efforts

to successfully develop a potential plan of reorganization, the Debtors have put in place steps to

enable a potential separation of different divisions of the Debtors and their affiliates. Indeed, the

Debtors have recently obtained authorization for certain of the Debtors’ professionals to produce

carve-out financial statements, a process that is expected to take up to five months to complete.

To terminate the Debtors’ Exclusive Periods before that process is complete would effectively

deny the Debtors the intended benefit of the Exclusive Periods. Accordingly, the size,

circumstances, and complexity of the Debtors’ Chapter 11 cases have warranted and continue to

warrant extending the Exclusive Periods as requested herein.

B. The Debtors’ Progress in These Cases

19. The Debtors have made substantial progress in their Chapter 11 cases and through

cooperative efforts with all stakeholders, have done so on a largely consensual basis. In addition


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to the substantial effort that is required to operate a large enterprise, since the Petition Date, the

Debtors have concentrated on myriad significant issues relating to these Chapter 11 cases.

Indeed, in granting the Original Exclusivity Order, as well as the extensions of the automatic stay

discussed below, this Court has already recognized that the Debtors have reasonable prospects

for a successful reorganization. The additional extension requested herein will enable the

Debtors to continue to work to foster consensus and develop solutions. By way of illustration,

the Debtors have successfully addressed the following issues and numerous other matters during

the existing Exclusive Period, demonstrating their significant progress in these Chapter 11 cases:

20. Formulation of Business Plans. The Debtors and their professionals have

formulated long-term business plans and financial projections which they have presented on a

confidential basis to the Committee and certain other constituents. Development of these

business plans required extensive analysis of the Debtors’ fleet, operations and operating

environment. Moreover, these plans, which are still being actively studied by the Committee and

its professionals, will lay the foundation for ongoing improvements in the Debtors’ business and

serve as the operational basis for development of any plan of reorganization.

21. Timely Completion of Schedules and Statements. On February 26 and 27, 2013,

the Debtors filed individual Schedules of Assets and Liabilities and Statements of Financial

Affairs (the “Schedules and Statements”) for all 181 Debtors involved in these Chapter 11 cases.

Preparing the information related to the Schedules and Statements consumed a significant

portion of the Debtors and their professionals’ time during the early portion of these proceedings.

Indeed, the preparation of the Schedules and Statements required the accumulation and review of

substantial amounts of information related to the estates’ assets, liabilities, contracts, and

operations, much of which was not historically maintained by the Debtors in accessible form. In


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addition, the Debtors have timely filed all monthly operating reports since the Petition Date and,

on July 15, 2013, filed certain amendments to the Schedules and Statements of several Debtors.

22. Restatement of Financials. On October 22, 2012, the Debtors publicly

announced that they were in the process of reviewing a tax issue relating to the Debtors’

substantial international operations and the interpretation of certain provisions in their loan

agreements and that, as a result, the Debtors’ previously issued financial statements dating from

at least 2009 should no longer be relied upon. Since that time, the Debtors and their

professionals, in cooperation with Deloitte Tax LLP and the Committee, have spent extensive

time and effort analyzing and addressing the Debtors’ tax affairs and previously issued financial

statements. The Debtors expect to issue restated financials dating back to the year ended

December 31, 2000 shortly. In addition, on February 11, 2013, the IRS filed proofs of claim

asserting liquidated amounts that together exceed $450 million. The Debtors have expended

significant effort to cooperate with the IRS in efforts to address such claims as a prerequisite to

any successful plan of reorganization. The IRS has only recently scheduled a meeting with the

Debtors for early August to begin addressing the Debtors’ tax liability.

23. Development of Incentive and Compensation Plans. As a result of extensive

study and negotiations with creditors, the Debtors successfully designed a suite of compensation

programs that were approved by this Court and implemented for the benefit of creditors. The

Debtors obtained this Court’s approval of a severance plan and non-executive incentive plan that

will appropriately incentivize and motivate the Debtors’ employees to timely achieve certain

milestones for the benefit of the estates. Indeed, the Debtors achieved a full eighteen of the

twenty stated objectives under the non-executive incentive plan by the first milestone date of

June 30, 2013, and are in the process of finalizing the second set of objectives with the


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Committee. In addition, the Debtors obtained approval of a severance plan which brought

benefit levels in line with market, resulting in significant savings to the Debtors’ estates. With

that severance plan in place, on April 4, 2013, the Debtors implemented a reduction in force

intended to improve operational efficiencies in connection with the Company’s restructuring

efforts. Finally, with this Court’s approval, the Debtors entered into an employment agreement

with Captain Robert E. Johnston, providing him with reasonable and competitive compensation

in exchange for assuming the roles of President and CEO of OSG. The employment agreement

allowed the Debtors to secure the unique experience and expertise of Captain Johnston’s

leadership while preserving continuity within the management of the Debtors, aiding in the

Debtors’ reorganization.

24. Rejections and Renegotiations. The Debtors have substantially completed their

review of their international charter-in fleet, the agreements relating to which represent the

Debtors’ most material executory contracts. See Mar. 21, 2013 H’rg Tr. p. 12-13. As a result of

this review, and since the Original Exclusivity Order, the Debtors have rejected an additional

sixteen vessel charters and completed the redeliveries of the relevant vessels to their owners.

Additionally, the Debtors have successfully renegotiated seven of these charters at more

competitive rates, and obtained approval of those transactions by this Court, preserving those

vessels for continued service to customers but at significant savings to the estates.

25. Director and Officer Insurance. The Debtors obtained authorization to acquire

director and officer insurance coverage and pay all amounts related to such coverage. This

authorization mitigated the risk that potential claims would exceed the available coverage under

the Debtors’ previous insurance plans, potentially leaving the Debtors exposed to significant

indemnification liability.


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26. Bar Date and Claims Objections. To proceed with the development of a plan of

reorganization, the Debtors need complete and accurate information describing the nature,

validity, amount and status of all claims that have been, and may be, asserted against them in

addition to those listed on the Debtors’ Schedules. Accordingly, the Debtors requested, and the

Court ordered, the establishment of a bar date for the filing of proofs of claim of May 31, 2013

(the “Bar Date”). In addition, the Court has approved streamlined claims objection procedures

that will allow the Debtors to file omnibus objections to claims using a customized notice, which

will save the Debtors the expense of serving the full omnibus objection on every claimant. Since

the Bar Date, the Debtors and their professionals have been taking all necessary and appropriate

actions to administer the claims reconciliation process. The Debtors’ first omnibus claims

objection was approved by the Bankruptcy Court in its entirety on July 24, 2013 relating to 150

of the 1,638 proofs of claim filed to date in these Chapter 11 cases. Moreover, the Debtors filed

their second omnibus claims objection to approximately 50 claims on July 26, 2013. That claims

objection is scheduled for hearing on August 26, 2013.

27. Tesoro Extensions and STUSCO Charter. The Debtors have also negotiated and

obtained approval for two important transactions that serve to solidify and capitalize on their

leading position in the U.S. flag business segment. First, the Debtors successfully negotiated an

extension of charters with Gold Star Maritime Company (“Gold Star”). This extension preserves

the Debtors’ long-standing relationship with Gold Star’s parent company, Tesoro Petroleum

Corporation, and ensures employment of three vessels for additional contract periods at

increased rates of hire. In addition, the Debtors negotiated the conversion of a product tanker

into a shuttle tanker and the long-term charter of that shuttle tanker to Shell Trading (US)

Company (“STUSCO”) in order to service the ultra deepwater “Stones” field in the Gulf of


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Mexico. This charter allows the Debtors to increase their ability to serve customers in an

important sector of their business and preserve their first-mover advantage in the shuttle tanker

market. In addition, the long-term cash flows provided by the charter far exceed the expected

costs of conversion.

28. Maritime Security Program. The Maritime Administrator of the U.S.

Department of Transportation Maritime Administration offered the Debtors the opportunity to

extend the participation of two Debtor vessels in the Maritime Security Program (“MSP”) for ten

years after the expiration of the current contracts at escalating rates. With the Court’s approval,

the Debtors extended and assumed their MSP contracts, allowing the Debtors to continue

participating in the MSP, and conferring a significant benefit upon the Debtors’ estates.

29. Nonresidential Real Property. The Debtors have also completed a review of

their nonresidential real property leases within the time period required by Section 365(d)(4).

After this extensive review, the Debtors decided that it was in the best interests of the Debtors

and their estates to assume the lease for offices in Tampa, Florida; Newark, Delaware; and The

Woodlands, Texas as well as other premises in Tampa, Florida and Galveston, Texas. The

Debtors also successfully negotiated a lower base rent for the premises in Galveston, Texas.

Furthermore, the Debtors resolved all landlord concerns and objections in advance of the hearing

on the Debtors’ motions to assume. The Debtors also rejected the lease covering their prior

headquarters in New York and obtained approval for their entry into a more favorable lease that

will save the Debtors and their estates significant amounts.

30. Alaska Tanker LLC Dispute. On February 25, 2013, Debtor OSG America

Operating Company LLC (“OSG America”) commenced an adversary proceeding against BP Oil

Shipping USA, Inc. (“BP”) (Adv. Pro. No. 13-50854 (PJW)). Along with Keystone Alaska,


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LLC, OSG America and BP are both members of joint venture Alaska Tanker LLC (“Alaska

Tanker”). BP purported to notify OSG America that, due to its Chapter 11 filing, OSG America

had been divested of its membership interest in Alaska Tanker and that BP was commencing the

liquidation and winding up of Alaska Tanker. In the adversary proceeding, OSG America

alleged that BP had violated the automatic stay, that the provisions relied upon by BP were

impermissible ipso facto provisions, and that BP had breached its duties of loyalty, good faith,

and fair dealing by terminating OSG America’s valuable membership interest in Alaska Tanker.

Following extensive negotiations with BP, the Debtors reached a successful settlement of these

disputes through an agreed order that preserves OSG America’s membership interests during the

Chapter 11 cases. That settlement was approved by this Court on April 10, 2013.

31. Stays of Related Litigation. The Debtors have successfully obtained extensions

of the automatic stay to related asbestos litigation and securities litigation, averting risks of

collateral estoppel, depletion of estate resources, and distraction to key personnel focused on the

Debtors’ reorganization. Specifically, on May 16, 2013, the Court entered an Order Granting

Plaintiffs’ Motion to Extend the Automatic Stay and Issue a Preliminary Injunction in Overseas

Shipholding Group, Inc. and OSG Bulk Ships, Inc. v. Abdul R. Abdo, et al. (Adv. Pro. No. 13-

50983 (PJW), D.I. 16). This Order extended the automatic stay to several hundred lawsuits

alleging asbestos exposure against certain former OSG subsidiaries that have been terminated,

dissolved, or merged into Debtors OSG or OSG Bulk Ships, Inc. (“Bulk Ships”) or whose

liabilities were purchased by Debtors OSG or Bulk Ships. This extension of the automatic stay

protects Debtors OSG and Bulk Ships from being forced to defend against accusations of

successor liability and the need to devote resources to such a defense.


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32. In addition, on March 25, 2013, the Court entered an Order Granting in Part

Debtors’ Motion to Extend the Automatic Stay in Overseas Shipholding Group, Inc., et al. v.

Robert Porzio, et al. (Adv. Pro. No. 13-50294 (PJW), D.I. 40). This Order extended the

automatic stay to securities litigation involving OSG’s directors and certain former officers for a

period of 180 days. The Order currently protects the Debtors’ estates from depletion due to

indemnification obligations and protects against any collateral effects against the Debtors that a

judgment or findings against its directors and certain of its former officers may have. Finally,

the Order currently prevents the Debtors, their directors and officers, and their professionals

from facing significant distractions caused by having to defend against extensive securities

litigation, potentially detracting from the Debtors’ and their professionals’ extensive efforts to

successfully deal with many of the matters described above and reorganize the Debtors’

businesses.

33. Miscellaneous. The Debtors have also spent significant time resolving certain

issues that have arisen unexpectedly during the Chapter 11 cases. For example, the Debtors

obtained authorization to pay certain severance amounts required by Spanish law to Spanish

seafarers whose employment was terminated and to settle claims that those seafarers

subsequently asserted in exchange for a full release, averting potential litigation regarding

alleged requirements to pay far higher amounts that could otherwise be pursued in Spanish

courts. The Debtors also obtained authorization to assume contracts to complete the construction

of two new vessels. The first of those vessels, the Overseas Redwood, was successfully

delivered to the Debtors in July and has commenced service to customers. Similarly, the Debtors

recently obtained authorization to enter into a settlement agreement with Shanghai Jiangnan-


16

Changxing Shipbuilding Co., Ltd., avoiding costly potential cross-border litigation with a

Chinese state-owned company.

34. Accordingly, in light of the accomplishments of the Debtors thus far in their

Chapter 11 cases, as well as the breadth of the Debtors’ businesses and the complexity of these

Chapter 11 proceedings, further extension of the Exclusive Periods is warranted. The various

matters described above, as well as others that will require the Debtors’ attention over the

coming months, will need to be resolved in connection with the preparation and solicitation of a

Chapter 11 plan by the Debtors.

C. Additional Steps to Formulate and Implement a Successful Plan of Reorganization

35. Claims Reconciliation. As noted above, the Debtors have substantially

completed their review of their international charter-in fleet and have rejected numerous

burdensome charters to which a Debtor is a party. Counterparties to these rejected charters have

filed 25 proofs of claim asserting almost $425 million in alleged rejection damages. In addition

to these alleged liquidated amounts, almost all of the proofs of claim that allege rejection

damages assert additional unliquidated claims for professional fees, interest, and other expenses.

The Debtors have begun a review of these proofs of claim, and expect that a full resolution of

those claims will take months to complete, given the necessary negotiations and likely litigation.

The Debtors also face thousands of asbestos-related claims filed both with respect to alleged

exposure on the Debtors’ vessels and vessels owned or leased by former non-Debtor affiliates.

The Debtors have begun their process of reviewing and reconciling such claims with their own

records, a process which will also require extensive consultation with the Debtors’ protection and

indemnity (P&I) clubs that provide coverage for such claims. In addition, as mentioned above,

the IRS has asserted proofs of claim collectively exceeding $450 million against the Debtors’

estates. While the Debtors have now been able to schedule a meeting with the IRS, resolution of


17

the IRS’s claims likely represents a crucial step in the development and confirmation of the

Debtors’ plan of reorganization.

36. Professionals’ Investigation. On January 2, 2013, the Debtors engaged the firm

of Mullin Hoard & Brown, LLP (“MHB”) to conduct an investigation into the role of certain

professionals related to the circumstances surrounding the Debtors filing for voluntary relief

under Chapter 11 of the Bankruptcy Code. MHB has been working diligently over the last seven

months to review thousands of pages of documents and have interviewed numerous potential

witnesses.

37. Plan Formulation. In accordance with the cooperative and transparent approach

the Debtors have taken towards these cases since the Petition Date, the Debtors intend to use the

extension of the Exclusive Periods to allow the opportunity for negotiations and discussions with

all of their creditor constituencies on the terms of a plan of reorganization. This will require not

only time and effort on both the part of the Debtors and their stakeholders, but require

negotiation of non-disclosure agreements for those constituents not subject to existing

confidentiality restrictions, and provision of extensive diligence materials. Among other things,

while the Debtors have spent significant time understanding intercompany claims and

transactions, other constituents have yet to determine their position on such claims and

transactions. In addition, there has yet to be agreed an allocation among the Debtor entities of

costs incurred during the Chapter 11 process.

38. Even assuming terms are agreed, the Debtors will require time to develop 181

separate plans of reorganization for each Debtor entity. In addition, the Debtors comprise only

181 of over 250 entities in the OSG corporate structure. Many of the non-Debtor entities are


18

inactive affiliates, whose assets and liabilities are being assessed, and which may require their

own winding up process.

39. Plan Negotiation. Once the Debtors have developed distribution mechanics and

formulated a potential plan of reorganization, they must negotiate with a variety of parties in

interest regarding the specific terms of such a plan. This process involves many time-consuming

undertakings. Before negotiating the specific provisions of a plan, the Debtors must

contractually restrict the principals involved in such discussions in order to maintain

confidentiality and help to prevent trading using material non-public information. After

appropriate non-disclosure agreements are executed, the Debtors will need to provide the

restricted parties with a significant amount of information necessary to understand the Debtors’

potential plan of reorganization. This provision of information may be followed by a lengthy

exchange of term sheets and negotiations between the parties in interest regarding those term

sheets. Further negotiations will necessitate an extensive dialogue with the Debtors’ two secured

lenders regarding the treatment of their facilities in a plan of reorganization. The Debtors are in

the best position to lead these negotiations and provide the necessary information on a timely and

comprehensive basis, warranting an extension of the Exclusive Periods.

40. Plan Implementation. The extension of the Exclusive Periods is also necessary

to permit the Debtors to lay the groundwork for effective implementation of a plan of

reorganization. Among other things, the Debtors have retained D&T to prepare carve-out

financials in connection with a potential separation of the Debtors’ businesses. Due to the

complexities and laborious processes required to prepare such carve-out financials, particularly

given the Debtors’ limited internal resources, this process is expected to take up to five months.

Even once those financials are prepared, PricewaterhouseCoopers LLC must then conduct an


19

audit as part of its duties as the Debtors’ independent auditor. In addition, any separation of the

Debtors’ businesses will require operational steps that ensure that each business line has

adequate stand-alone personnel, facilities, infrastructure and technology to operate

independently. Without an extension of the Exclusive Periods, neither the Debtors (nor any

other party in interest) could begin to complete these tasks.

D. The Requested Extension of the Exclusive Periods Is Consistent with the Purpose of Section 1121 of the Bankruptcy Code and Will Not Harm Creditors

41. The extension of the Exclusive Periods as requested will afford the Debtors and

all other parties in interest an opportunity to develop and negotiate a consensual plan of

reorganization. However, this requires extensive planning and analysis of the Debtors’ business

plans as well as resolution of certain key creditor claims. In addition, to best lay the groundwork

for all potential reorganization options, the Debtors must analyze the potential separation of the

Debtors’ business divisions. Furthermore, the Debtors and their professionals are currently

working on an extraordinarily involved restatement of financials, which they hope to file in the

coming weeks.

42. Affording the Debtors a full opportunity to develop a plan of reorganization by

extending the Exclusive Periods will not prejudice creditors. The Debtors have more than

sufficient liquidity and are paying all administrative expenses as they come due and will continue

to do so. The Debtors do not seek to artificially delay the Chapter 11 cases. Instead, an

extension of the Exclusive Periods is needed to develop a consensual plan of reorganization,

which is the very purpose of Section 1121. Furthermore, the requested extension will not

preclude parties in interest from seeking a reduction or termination of the Exclusive Periods for

cause.2

2 Nothing herein shall prejudice the Debtors’ right to oppose such relief if sought.


20

43. The Debtors have conferred with counsel to the Committee regarding the term of

the extension requested herein and, following appropriate discussion and consultation, the

Committee has no objection to the relief requested herein.

Notice, Hearing Date and Bridge Order

44. The Debtors reserve the right to seek further extensions of the Exclusive Filing

Period and/or the Exclusive Solicitation Period up to and including the maximum time periods

permitted by Section 1121(d) of the Bankruptcy Code. Notice of the Motion has been given via

facsimile, electronic transmission, hand delivery, First Class mail, or overnight mail to (i) the

U.S. Trustee; (ii) counsel to the Committee; and (iii) those entities that are required to be noticed

in accordance with Rule 2002 of the Federal Rules of Bankruptcy Procedure. The Debtors

submit that no other or further notice need be given.

45. This Motion is being filed pursuant to and in reliance of Local Rule 9006-2,

which provides that no bridge order is necessary and the time to take any action is automatically

extended as long as a motion to extend is filed before the expiration of the time period

prescribed.

No Prior Request

46. No previous motion or application for the relief sought in the Motion has been

made to this Court or any other Court.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


21

WHEREFORE, the Debtors respectfully request the Court enter an Order,

substantially in the form attached hereto as Exhibit A, granting the Motion and such other relief

as may be just or proper.

Dated: August 2, 2013 Wilmington, Delaware

CLEARY GOTTLIEB STEEN & HAMILTON LLP James L. Bromley (admitted pro hac vice) Luke A. Barefoot (admitted pro hac vice) Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 Telephone: (212) 225-2000 Facsimile: (212) 225-3999 - and - MORRIS, NICHOLS, ARSHT & TUNNELL LLP _____/s/ Daniel B. Butz__________________ Derek C. Abbott (No. 3376) Daniel B. Butz (No. 4227) William M. Alleman, Jr. (No. 5449) 1201 North Market Street P.O. Box 1347 Wilmington, Delaware 19801 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 Counsel for the Debtors and Debtors in Possession



-----------------------------------------------------------

In re Overseas Shipholding Group, Inc., et al., 1

Debtors.

X : : : : : : : :

Chapter 11 Case No. 12-20000 (PJW) Jointly Administered Hearing Date: August 26, 2013 at 10:00 a.m. (ET) Objections Due: August 19, 2013 at 4:00 p.m. (ET)

-----------------------------------------------------------X

NOTICE OF DEBTORS’ SECOND MOTION PURSUANT TO SECTION 1121(d)(1) OF THE BANKRUPTCY CODE TO EXTEND THE EXCLUSIVE PERIODS

TO (I) FILE A CHAPTER 11 PLAN AND (II) SOLICIT ACCEPTANCES THEREOF

PLEASE TAKE NOTICE that the above-captioned debtors and debtors in possession (collectively, the “Debtors”) have today filed and served the attached Debtors’ Second Motion Pursuant To Section 1121(d)(1) Of The Bankruptcy Code To Extend The Exclusive Periods To (I) File A Chapter 11 Plan And (II) Solicit Acceptances Thereof (the “Motion”).

PLEASE TAKE FURTHER NOTICE that any party wishing to oppose the Motion must file a response or objection (an “Objection”), if any, to the Motion with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before August 19, 2013 at 4:00 p.m. (ET) (the “Objection Deadline”).

At the same time, you must serve such Objection on counsel for the Debtors so as to be received by the Objection Deadline.

PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE MOTION WILL BE HELD ON AUGUST 26, 2013 AT 10:00 A.M. (EASTERN TIME) BEFORE THE HONORABLE PETER J. WALSH AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 6TH FLOOR, COURTROOM NO. 2, WILMINGTON, DELAWARE 19801. ONLY PARTIES WHO HAVE FILED A TIMELY OBJECTION WILL BE HEARD AT THE HEARING.

1 A complete list of all Debtors in these jointly administered cases can be found at http://www.kccllc.net/osg, by

contacting Debtors’ counsel or by reviewing the joint administration order in these cases, located at D.I. 38 in Case No. 12-20000. The Debtors’ address for purposes of these chapter 11 cases is 1301 Avenue of the Americas, 42nd Floor, New York, NY 10019.

Case 12-20000-PJW Doc 1589-1 Filed 08/02/13 Page 1 of 2

2

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

Dated: August 2, 2013 Wilmington, Delaware

MORRIS, NICHOLS, ARSHT & TUNNELL LLP ____/s/ Daniel B. Butz_____________________ Derek C. Abbot (No. 3376) Derek B. Butz (No. 4227) William M. Alleman, Jr. (No. 5449) 1201 North Market Street, 18th Floor P.O. Box 1347 Wilmington, Delaware 1899-1347 Telephone: (302) 658-9200 Facsimile: (302) 358-3989 - and - CLEARY GOTTLIEB STEEN & HAMILTON LLP James L. Bromley (admitted pro hac vice) Luke A. Barefoot (admitted pro hac vice) One Liberty Plaza New York, New York 10006 Telephone: (212) 225-2000 Facsimile: (212) 225-3999 Counsel for the Debtors and Debtors in Possession


Exhibit A

Proposed Form of Order



------------------------------------------------------x In re : Chapter 11 : Overseas Shipholding Group, Inc., et al., : Case No. 12-20000 (PJW) :

Debtors.1 : Jointly Administered : : Re: D.I. ______

------------------------------------------------------x

SECOND ORDER PURSUANT TO SECTION 1121(d) OF THE BANKRUPTCY CODE EXTENDING THE EXCLUSIVE PERIODS DURING WHICH THE DEBTORS MAY FILE A CHAPTER 11 PLAN AND SOLICIT ACCEPTANCES THEREOF

Upon the Motion of the Debtors, pursuant to Section 1121(d) of the Bankruptcy Code:

1 The Debtors in these Chapter 11 cases, along with the last four digits of each Debtor’s tax identification number, are: Overseas Shipholding Group, Inc. (7623); OSG International, Inc. (7117); OSG Bulk Ships, Inc. (2600); 1372 Tanker Corporation (4526); Africa Tanker Corporation (9119); Alcesmar Limited (5306); Alcmar Limited (5307); Alpha Suezmax Corporation (1684); Alpha Tanker Corporation (6063); Amalia Product Corporation (3808); Ambermar Product Carrier Corporation (8898); Ambermar Tanker Corporation (7100); Andromar Limited (5312); Antigmar Limited (5303); Aqua Tanker Corporation (7408); Aquarius Tanker Corporation (9161); Ariadmar Limited (5301); Aspro Tanker Corporation (4152); Atalmar Limited (5314); Athens Product Tanker Corporation (9565); Atlas Chartering Corporation (8720); Aurora Shipping Corporation (5649); Avila Tanker Corporation (4155); Batangas Tanker Corporation (8208); Beta Aframax Corporation (9893); Brooklyn Product Tanker Corporation (2097); Cabo Hellas Limited (5299); Cabo Sounion Limited (5296); Caribbean Tanker Corporation (6614); Carina Tanker Corporation (9568); Carl Product Corporation (3807); Concept Tanker Corporation (9150); Crown Tanker Corporation (6059); Delphina Tanker Corporation (3859); Delta Aframax Corporation (9892); DHT Ania Aframax Corp. (9134); DHT Ann VLCC Corp. (9120); DHT Cathy Aframax Corp. (9142); DHT Chris VLCC Corp. (9122); DHT Rebecca Aframax Corp. (9143); DHT Regal Unity VLCC Corp. (9127); DHT Sophie Aframax Corp. (9138); Dignity Chartering Corporation (6961); Edindun Shipping Corporation (6412); Eighth Aframax Tanker Corporation (8100); Epsilon Aframax Corporation (9895); First Chemical Carrier Corporation (2955); First LPG Tanker Corporation (9757); First Union Tanker Corporation (4555); Fourth Aframax Tanker Corporation (3887); Front President Inc. (1687); Goldmar Limited (0772); GPC Aframax Corporation (6064); Grace Chartering Corporation (2876); International Seaways, Inc. (5624); Jademar Limited (7939); Joyce Car Carrier Corporation (1737); Juneau Tanker Corporation (2863); Kimolos Tanker Corporation (3005); Kythnos Chartering Corporation (3263); Leo Tanker Corporation (9159); Leyte Product Tanker Corporation (9564); Limar Charter Corporation (9567); Luxmar Product Tanker Corporation (3136); Luxmar Tanker LLC (4675); Majestic Tankers Corporation (6635); Maple Tanker Corporation (5229); Maremar Product Tanker Corporation (3097); Maremar Tanker LLC (4702); Marilyn Vessel Corporation (9927); Maritrans General Partner Inc. (8169); Maritrans Operating Company L.P. (0496); Milos Product Tanker Corporation (9563); Mindanao Tanker Corporation (8192); Mykonos Tanker LLC (8649); Nedimar Charter Corporation (9566); Oak Tanker Corporation (5234); Ocean Bulk Ships, Inc. (6064); Oceania Tanker Corporation (9164); OSG 192 LLC (7638); OSG 209 LLC (7521); OSG 214 LLC (7645); OSG 215 Corporation (7807); OSG 242 LLC (8002); OSG 243 LLC (7647); OSG 244 LLC (3601); OSG 252 LLC (7501); OSG 254 LLC (7495); OSG 300 LLC (3602); OSG 400 LLC (7499); OSG America LLC (2935); OSG America L.P. (2936); OSG America Operating Company LLC (5493); OSG Car Carriers, Inc. (1608); OSG Clean Products International, Inc. (6056); OSG Columbia LLC (7528); OSG Constitution LLC (8003); OSG Courageous LLC (2871); OSG Delaware Bay Lightering LLC (4998); OSG


2

(i) extending the period during which the Debtors have the exclusive right to file a plan or plans

through and including November 30, 2013 and (ii) extending the period during which the

Debtors have the exclusive right to solicit acceptances thereof through and including January 31,

2014; and the Court having subject matter jurisdiction to consider the Motion and the relief

requested therein in accordance with 28 U.S.C. §§ 157(b) and 1334; and consideration of the

Motion and the relief requested therein being a core proceeding as defined in 28 U.S.C. § 157(b);

and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and

proper notice of the Motion having been provided; and it appearing that no other or further notice

need be provided; and the Court having considered the statements of counsel with respect to the

Motion at a hearing before the Court (the “Hearing”); and upon the record of the Hearing, and all

of the proceedings had before the Court; and any objections to the Motion having been

Discovery LLC (8902); OSG Endeavor LLC (5138); OSG Endurance LLC (2876); OSG Enterprise LLC (3604); OSG Financial Corp. (8639); OSG Freedom LLC (3599); OSG Honour LLC (7641); OSG Independence LLC (7296); OSG Intrepid LLC (7294); OSG Liberty LLC (7530); OSG Lightering Acquisition Corporation (N/A); OSG Lightering LLC (0553); OSG Lightering Solutions LLC (5698); OSG Mariner LLC (0509); OSG Maritrans Parent LLC (3903); OSG Navigator LLC (7524); OSG New York, Inc. (4493); OSG Product Tankers AVTC, LLC (0001); OSG Product Tankers I, LLC (8236); OSG Product Tankers II, LLC (8114); OSG Product Tankers, LLC (8347); OSG Product Tankers Member LLC (4705); OSG Quest LLC (1964); OSG Seafarer LLC (7498); OSG Ship Management, Inc. (9004); OSG Valour Inc. (7765); Overseas Allegiance Corporation (7820); Overseas Anacortes LLC (5515); Overseas Boston LLC (3665); Overseas Diligence LLC (6681); Overseas Galena Bay LLC (6676); Overseas Houston LLC (3662); Overseas Integrity LLC (6682); Overseas Long Beach LLC (0724); Overseas Los Angeles LLC (5448); Overseas Martinez LLC (0729); Overseas New Orleans LLC (6680); Overseas New York LLC (0728); Overseas Nikiski LLC (5519); Overseas Perseverance Corporation (7817); Overseas Philadelphia LLC (7993); Overseas Puget Sound LLC (7998); Overseas Sea Swift Corporation (2868); Overseas Shipping (GR) Ltd. (5454); Overseas ST Holding LLC (0011); Overseas Tampa LLC (3656); Overseas Texas City LLC (5520); Pearlmar Limited (7140); Petromar Limited (7138); Pisces Tanker Corporation (6060); Polaris Tanker Corporation (6062); Queens Product Tanker Corporation (2093); Reymar Limited (7131); Rich Tanker Corporation (9147); Rimar Chartering Corporation (9346); Rosalyn Tanker Corporation (4557); Rosemar Limited (7974);Rubymar Limited (0767); Sakura Transport Corp. (5625); Samar Product Tanker Corporation (9570); Santorini Tanker LLC (0791); Serifos Tanker Corporation (3004); Seventh Aframax Tanker Corporation (4558); Shirley Tanker SRL (3551); Sifnos Tanker Corporation (3006); Silvermar Limited (0766); Sixth Aframax Tanker Corporation (4523); Skopelos Product Tanker Corporation (9762); Star Chartering Corporation (2877); Suezmax International Agencies, Inc. (4053);Talara Chartering Corporation (3744); Third United Shipping Corporation (5622); Tokyo Transport Corp. (5626); Transbulk Carriers, Inc. (6070); Troy Chartering Corporation (3742); Troy Product Corporation (6969); Urban Tanker Corporation (9153); Vega Tanker Corporation (3860); View Tanker Corporation (9156); Vivian Tankships Corporation (7542); Vulpecula Chartering Corporation (8718); Wind Aframax Tanker Corporation (9562). The mailing address of the Debtors is: 1301 Avenue of the Americas, 42nd Floor, New York, NY 10019.


3

withdrawn or overruled; and the Court having found and determined that the relief sought in the

Motion is in the best interests of the Debtors, their estates and creditors, and all parties in

interest; and that the legal and factual bases set forth in the Motion establish just cause for the

relief granted herein; and after due deliberation and sufficient cause appearing therefore;

IT IS HEREBY ORDERED that:

1. The Motion is GRANTED as set forth herein.

2. Pursuant to Section 1121(d) of the Bankruptcy Code, the time within which only

the Debtors may file a plan or plans under Section 1121(b) of the Bankruptcy Code is extended

through and including November 30, 2013.

3. Pursuant to Section 1121(d) of the Bankruptcy Code, the time within which only

the Debtors may solicit acceptances to any proposed plan under Section 1121(c)(3) of the

Bankruptcy Code is extended through and including January 31, 2014.

4. Nothing contained in this Order shall affect the right of the Debtors to seek further

extensions of these periods in accordance with Section 1121(d) of the Bankruptcy Code, which is

hereby expressly reserved.

5. The Court retains jurisdiction with respect to all matters arising from or related to

the interpretation or implementation of this Order.

Dated: ______________, 2013 Wilmington, Delaware _____________________________________ THE HONORABLE PETER J. WALSH UNITED STATES BANKRUPTCY JUDGE


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