Exhibit 10.2

EXECUTION COPY

Table of Contents

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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 ”).

RECITALS

WHEREAS Bulk Ships and OSG MLP General Partner have formed OSG MLP pursuant to the Delaware Revised Uniform Limited Partnership Act (the “ DRULPA ”) for the purpose of, among other things: (a) acquiring and owning all of the outstanding limited liability company interests of certain subsidiaries of Bulk Ships that own or operate certain U.S. flag product carriers and barges used to provide marine transportation, distribution and logistics services for the transportation of crude oil and refined petroleum products and (b) to acquire from OSGM 37.5% of the outstanding limited liability company interests of Alaska Tanker Company, LLC (the “ ATC Interest ”), a joint venture that operates tankers used to transport crude-oil from Alaska to the continental United States.

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

1.      Bulk Ships formed OSG MLP General Partner on May 14, 2007, pursuant to the Delaware Limited Liability Company Act (the “ Delaware LLC Act ”), and contributed $100 in exchange for all of the limited liability company interests in OSG MLP General Partner.

2.      Bulk Ships and OSG MLP General Partner formed OSG MLP on May 14, 2007, pursuant to the DRULPA, and Bulk Ships contributed $980 in exchange for a limited partner interest representing a 98% interest in OSG MLP and OSG MLP General Partner contributed $20 in exchange for a general partner interest representing a 2% interest in OSG MLP.

3.      On August 30, 2007, Bulk Ships transferred a limited partner interest representing a 1% interest in OSG MLP to One Percent such that, after such transfer to One Percent, Bulk Ships held a limited partner interest representing a 97% interest in OSG MLP, One Percent held a limited partner interest representing a 1% interest in OSG MLP and OSG MLP General Partner held a general partner interest representing a 2% interest in OSG MLP.

4.      On August 30, 2007, pursuant to that certain Conveyance and Assumption Agreement dated August 30, 2007, between Bulk Ships and OSG MLP (the “ Original Contribution Agreement ”), Bulk Ships conveyed to OSG MLP all of its right title and interest in and to all of the limited liability company interests in each of Luxmar Tanker LLC and Maremar Tanker LLC, each a Delaware limited liability company (the “ Luxmar and Maremar Interests ”), in consideration for the agreement by OSG MLP when and if the Registration Statement (as defined below) becomes effective and the Offering (as defined below) is consummated, to make a cash distribution, in an aggregate amount not to exceed $150,000,000, to reimburse Bulk Ships for certain preformation capital expenditures for the vessel Overseas Luxmar owned by Luxmar Tanker LLC, the vessel Overseas Maremar owned by Maremar Tanker LLC and certain other vessels expected to be transferred to OSG MLP.

5.      On October 2, 2007, Bulk Ships formed OSG MLP Operating Company pursuant to the Delaware LLC Act and contributed $1,000 in exchange for all of the limited liability company interests in OSG MLP Operating Company.

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

WHEREAS in connection with the closing of the Offering (as defined below) and concurrently with the consummation of the transactions contemplated hereby, each of the following shall occur:

1.      It is acknowledged that Bulk Ships, on behalf of itself, One Percent and OSG MLP General Partner, conveyed to OSG MLP the Luxmar and Maremar Interests on August 30, 2007 and Bulk Ships, on behalf of itself, One Percent and OSG MLP General Partner, will transfer to OSG MLP, subsequent to the execution of the Underwriting Agreement (as defined below), the OSG MLP Operating Company Interest (as defined below).  As consideration therefor, OSG MLP will (a)(i) issue to Bulk Ships 6,496,827 Common Units (as defined below), (ii) issue to Bulk Ships 14,999,999 Subordinated Units (as defined below) and (iii) pay to Bulk Ships the Reimbursement Payment (as defined below), (b) issue to One Percent 277,413 Common Units and (c)(i) issue to OSG MLP General Partner the Incentive Distribution Rights and (ii) issue to OSG MLP General Partner 612,244 General Partner Units.

2.      OSGM will convey to OSG MLP, subsequent to the execution of the Underwriting Agreement, the ATC Interest.  As consideration therefor, OSG MLP will issue to OSGM, and OSGM will receive 725,759 Common Units.

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3.      Bulk Ships’ limited partner interest representing a 97% interest in OSG MLP, prior to the execution of the Underwriting Agreement, will be converted into one Subordinated Unit.

4.      One Percent’s limited partner interest representing a 1% interest in OSG MLP, prior to the execution of the Underwriting Agreement, will be converted into one Common Unit.

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

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

7.      OSG MLP, through the underwriters of the Offering (the “ Underwriters ”) and pursuant to the Underwriting Agreement, will sell 7,500,000 Common Units to the public in exchange for $142,500,000 (the “ Offering Proceeds ”).

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

WHEREAS the parties hereto wish to amend and restate the Original Contribution Agreement in its entirety as set forth herein.

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

ARTICLE I

Definitions

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

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

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

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

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

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

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

“ Interests ” means the Luxmar and Maremar Interests, the OSG MLP Operating Company Interest and the ATC Interest.

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

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

“ Offering ” means the initial public offering of approximately 7,500,000 Common Units by OSG MLP to the public.

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

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

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

“ Original Contribution Agreement ” has the meaning given to such term in the recitals to this Agreement.

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

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

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

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

“ Reimbursement Payment ” means an aggregate amount equal to $129,500,000, to reimburse Bulk Ships, One Percent and OSG MLP General Partner for certain preformation capital expenditures in respect of Overseas Luxmar, Overseas Maremar and certain other vessels being transferred to OSG MLP.

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

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

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

“ Vessels ” means the vessels owned or operated by the Operating Subsidiaries.

ARTICLE II

Contribution and Conveyance

SECTION 2.01.  Acknowledgement of Transfer by Bulk Ships of Luxmar and Maremar Interests.   Bulk Ships and OSG MLP hereby acknowledge the assignment, conveyance, transfer and delivery by Bulk Ships, on behalf of itself, One Percent and OSG MLP General Partner, to OSG MLP of all of its right, title and interest in and to all of the Luxmar and Maremar Interests on August 30, 2007.

SECTION 2.02.  Transfer by Bulk Ships of OSG MLP Operating Company Interests.   Bulk Ships, on behalf of itself, One Percent and OSG MLP General Partner, hereby assigns, conveys, transfers and delivers to OSG MLP all of its right, title and interest in and to the OSG MLP Operating Company Interest and OSG MLP hereby acquires and accepts from Bulk Ships all right, title and interest of Bulk Ships in and to the OSG MLP Operating Company Interest.

SECTION 2.03.  Transfer by OSGM of ATC Interest.   OSGM hereby assigns, conveys, transfers and delivers to OSG MLP all of its right, title and interest in and to the ATC Interest and OSG MLP hereby acquires and accepts from OSGM all right, title and interest of OSGM in and to the ATC Interest.

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

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

SECTION 2.05.  Issuance of Units to OSGM for ATC Interest.   OSG MLP