EXHIBIT B JANUARY 24, 1948. UNITED TANKER CORPORATION, 317-325 South State Street, Dover, Delaware. DEAR SIR: With reference to the attached contract dated January 24, 1948 between United Tanker Corporation and National Tanker Corporation, American Overseas Tanker Corporation represents that it proposes to execute the contracts with the United States Maritime Commission for the purchase of the tankers referred to therein for the benefit of National Tanker Corporation; and it agrees to use its best judgment to take all necessary action to place United Tanker Corporation in the same position under the attached contract with National Tanker Corporation as though the contracts for the purchase of the Tankers had been signed directly by National Tanker Corporation. Very truly yours, AMERICAN OVERSEAS TANKER CORPORATION, By E. STANLEY KLEIN, Vice President. NATIONAL TANKER CORPORATION, 521 Fifth Avenue (Room 1111), New York 17, N. Y., January 24, 1948. UNITED TANKER CORPORATION, 317-325 South State Street, Dover, Delaware DEAR SIRS: We wish to confirm the agreement between us as follows: 1. The undersigned represent that they are the holders of all of the outstanding shares of stock of National Tanker Corporation (hereinafter called "National"), and that said stockholders ratify and approve the attached agreement between National and United Tanker Corporation (hereinafter called "United"), which is attached hereto as Exhibit A. The undersigned stockholders further represent that their representatives have discussed informally with members of the Maritime Commission the subject matter of this agreement and have been advised informally that the Maritime Commission has no objections to the carrying out of the agreement. 2. In consideration of your execution of the attached agreement between United and National, simultaneously with the execution of this agreement, the undersigned hereby grant to United an irrevocable option to purchase all of the stock of National at any time after September 15, 1948, but not later than October 15, 1948, for a price equal to $150,000 multiplied by the number of tankers acquired by National pursuant to the provisions of the attached agreement. 3. To facilitate the exercise of such option by you, the undersigned agree to deposit all of the shares of stock of National in escrow in transferable form with an Escrow Agent satisfactory to you, such deposit to be made immediately upon the execution of this agreement. The Escrow Agent is hereby irrevocably instructed to deliver said stock to you upon your payment to the Escrow Agent at any time after September 15, 1948, but not later than October 15, 1948, of the option price by certified check. Will you kindly confirm that the foregoing correctly sets forth the agreement between us by signing and returning the enclosed copy of this letter. Very truly yours, Confirmed: January 24, 1948. E. STANLEY KLEIN. As Attorney in Fact. UNITED TANKER CORPORATION, By HAROLD C. LENFEST, President. EXHIBIT NO. 13 (Via Western Union) NEW YORK, N. Y., February 2, 1948. FRANCIS GOERTNER, LEGAL DIV., ATTN. OF ARTHUR E. TARANTINO, Room 4733, Department of Commerce Bldg., United States Maritime Commission: Question has been raised as to citizenship of United Tanker Corporation in view of proposed second mortgage to it on vessel purchased by a citizen and in view of contemplated long term charter to it by a citizen purchaser of another vessel. All of United class B stock owned by citizens and holders of class B stock have seventy-five percent of the voting power. Would appreciate your opinion as to citizenship qualification of United Tanker Corporation within section 2 Shipping Act and your forwarding copies of opinion to presidents of other firms interested. Also would appreciate telegram collect to Post, Morris & Love joy, 52 Wall Street, as to status so that negotiations may proceed. NEWBOLD MORRIS. Western Union WASHINGTON, D. C., February 3, 1948. POST, MORRIS & LOVEJOY, 52 Wall Street, New York 5, N. Y.: Reurtel United Tanker Corporation citizen inquiry. Examination of evidence submitted discloses corporation to be citizen within meaning section 2 Shipping Act. Opinion follows. "Signed" FRANCIS B. GOERTNER, Francis B. Goertner, Assistant General Counsel. EXHIBIT NO. 14 Contract No. MCc-60896 CONTRACT OF SALE OF WAR-BUILT VESSEL(S) BETWEEN UNITED STATES MARITIME COMMISSION AND AMERICAN OVERSEAS TANKER CORPORATION THIS AGREEMENT made as of the 31st day of December, 1947, between the UNITED STATES MARITIME COMMISSION (herein called the "Commission") and AMERICAN OVERSEAS TANKER CORPORATION, organized and existing under the laws of the State of Delaware (herein called the "Buyer"). WHEREAS: WITNESSETH: 1. Pursuant to the provisions of the Merchant Ship Sales Act of 1946, Public Law 321, 79th Congress, 2d Session, approved March 8, 1946 (herein called the "Act"), and the Rules and Regulations prescribed by the Commission in General Order 60, published in the Federal Register, Volume 11, No. 79, April 23, 1946, as heretofore or hereafter supplemented or amended (herein called the "Regulations"), the Buyer has heretofore filed an application with the Commission under Section 4 of the Act to purchase the war-built vessel (s) (herein referred to as the "vessel (s)") named in Exhibit "A" attached hereto and forming a part hereof; and 2. The Commission has agreed to sell the vessel(s) to the Buyer and the Buyer has agreed to purchase the same under the terms and conditions hereinafter set forth, and the Commission has made all necessary findings in connection therewith required under the provisions of the Act. NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows: ARTICLE 1. Agreement to Purchase. Subject to the provisions hereinafter set forth and to all applicable provisions of the Act and Regulations, whether specifically referred to or not, the Buyer agrees to purchase from the Commission and the Commission agrees to sell to the Buyer the vessel (s). It is understood and agreed that if for any reason the vessel (s) cannot be delivered by the Commission to the Buyer as herein provided, similar vessel(s) acceptable to the Buyer, may, pursuant to an addendum to this agreement, be delivered by the Commission in substitution therefor. ARTICLE 2. Condition of the Vessel(s) upon Delivery. The following provisions shall be applicable: (a) "As is". The Commission shall deliver, and the Buyer shall accept, the vessel(s), "as is". (b) Drydocking and Inspection. When and if requested by the Buyer, the Commission, at the expense and risk of the Buyer, will move the (each) vessel to a shipyard for drydocking and drydock such vessel to permit the Buyer to inspect the underwater surfaces of such vessel. After such inspection by the Buyer the Buyer's only right is to accept such vessel "as is", or to reject the vessel. Under no circumstances shall the Commission be obligated to do any work or strengthening with respect to the vessel (s) or make any allowance therefor. If the Buyer rejects any vessel, all amounts theretofore paid by the Buyer as to such rejected vessel less all amounts, if any, owing by the Buyer to the Commission for such drydocking and inspection and the movement of such vessel to drydock and returning it (at Buyer's risk) to its previous location shall be returned to the Buyer by the Commission and this agreement shall be thereupon terminated as to such rejected vessel. If the Buyer accepts any vessel "as is" the Buyer shall, prior to or concurrently with the delivery of the bill of sale to the Buyer transferring title to such vessel, pay to, or deposit with, the Commission all amounts, if any, owing, or estimated by the Commission to be owing, by the Buyer to the Commission for the movement of such vessel to drydock, drydocking, and inspection. Whenever the Buyer requests that any vessel be moved and drydocked to permit the Buyer to inspect the vessel as above provided, the vessel shall be and remain at the Buyer's risk and expense from the time it starts to move to drydock until it is delivered to the Buyer with bill of sale transferring title thereto or until it is returned by the Buyer to the location from which it started to move to drydock. It is understood that before any vessel shall be permitted to move to a drydock for inspection the Buyer shall obtain, and agree to maintain during the period such vessel is at Buyer's risk as provided in the preceding sentence, at Buyer's expense, insurance in such forms and amounts as may be satisfactory to the Commission. (c) Spare Parts and Allowance List. Spare parts and allowance list items for the (each) vessel shall be furnished by the Commission to the extent provided for in the general policy of the Commission as expressed in General Order No. 60, as amended. With respect to vessels from reserve fleet, or inactive status, allowance list items shall be furnished by the Commission only to the extent that they are available in a Commission warehouse when title to the (each) vessel is passed to the Buyer, in which case such items shall be made available to the Buyer at such warehouse. (d) National Defense Features. The Commission reserves the right to remove all, or any part of, the national defense equipment, war service features, or leased equipment, if any, aboard any vessel, but shall not be required to do so, nor to make any allowance to the Buyer for not making such removal, except to the extent that the Commission has permitted the Buyer an allowance against the price of the (each) vessel, under the terms of the Independent Offices Appropriation Act of 1948. ARTICLE 3. Delivery of the Vessel(s) to the Buyer-Bill (8) of Sale. Subject to the provisions of Article 2 hereof, the Commission agrees to deliver, and the Buyer agrees to accept delivery of, and (each) vessel at the place within the continental United States where such vessel may be on the date of this agreement or, at the option of the Commission, at the time of the completion of any action to be taken by the Commission preparatory to the delivery, or, if the Buyer requests that such vessel be drydocked pursuant to Article 2 hereof, where the vessel may be at the time the Buyer notifies the Commission that it accepts such vessel pursuant to this agreement, or at such other place in the continental United States as may be agreeable to both parties hereto, in which latter case the movement of such vessel from the place where it is at the time of such notice of acceptance shall be at the Buyer's expense and risk. Each vessel shall be delivered as soon after the date of this contract (if no drydocking is requested) or (if drydocking is requested) as soon after such notice of acceptance of the vessel by the Buyer, as the Commisison shall tender physical delivery of such vessel and a bill of sale transferring title thereto to the Buyer. The Commission shall give notice to the Buyer of its intention to tender delivery of such vessel (s) and bill (s) of sale at a stated place and time which shall be not earlier than on the next succeeding business day ("business day" being any day, but excluding Saturdays, Sundays, and holidays). If the Buyer shall fail to accept delivery of any vessel at the time and place stated in such notice, the purchase price of such vessel, if above the floor price, shall thereafter not be subject to further deduction for normal depreciation and such vessel shall thereafter be beld by the Commission at the Buyer's risk and expense, and if delivery of any such vessel is not accepted by the Buyer within 10 days after tender of delivery of such vessel and bill of sale as aforesaid, or within such further period as may be agreed upon, all amounts theretofore paid by the Buyer as to such vessel to the Commission, at the option of the Commission, shall be retained as liquidated damages and not as a penalty and this contract considered terminated as to such vessel. At the time of delivery of the (each) vesesl by the Commission to the Buyer, the Commission shall execute and deliver to the Buyer a bill of sale, in substantially the standard Government form, conveying the vessel to the Buyer with warranty of title and free from liens, arising prior to the time the Commission approves any action with respect to the (each) vessel by the General Agent mentioned in Article 2 (b) hereof for any of the purposes mentioned in this Agreement. Prior to delivery of the (each) vessel a complete inventory of the vessel's entire outfit, equipment, furniture, furnishings, appliances, spare and replacement parts, and of all unbroached consumable stores, fuel, and fresh water on board shall be jointly taken by representatives of the Buyer and the Commission and mutually agreed upon by them as to items, and as to price with respect to all unbroached consumable stores, fuel, and fresh water. The Buyer shall accept and pay for all unbroached consumable stores, fuel oil, and fresh water on board at the time of delivery, in good order and condition and not in excess of the vessel's normal requirements, at the current market prices at the port of delivery on the date of delivery. "Consumable stores" within the meaning of this paragraph are all consumable and subsistance stores (but not radio supplies, expendable equipment, scrap, and junk) listed in United States Maritime Commission Voyage Stores Reports, Forms 7915A, 7916A, 7918A, and 7919A (Revised Forms 1939). ARTICLE 4. Purchase Price (8) of the Vessel (s). The Commission has determined, pursuant to the provisions of the Act, giving effect to all adjustments (ecept for the absence or presence of a desirable features as defined in clauses (2) and (3) of Sec. 3 (d) of the Act) permitted by the Act and applicable to the vessel, that the purchase price thereof shall be as set forth in Exhibit "A" attached hereto and forming a part hereof. ARTICLE 5. Payment of Purchase Price(s) of the Vessel(s). The Buyer agrees to pay, in the manner provided for in Exhibit "A" attached hereto and forming a part hereof, the purchase price of the (each) vessel computed in accordance with the provisions of Article 4 hereof and of Paragraph I of Exhibit "A." ARTICLE 6. Loss of or damage to Vessel(s) before the tender of Delivery to Buyer. In the event that during the period of time beginning with the date of this contract and ending at the time of the tender of delivery of the (any) vessel to the Buyer (but excluding from such period of time the time during which such vessel is being noved, drydocked, or held at Buyer's risk and expense as provided in this Agreement) there shall occur an actual or a constructive total loss thereof or damage thereto which would be considered substantial by the Commission, both the Commission and the Buyer shall be relieved of their mutual obligations under this contract and the Commission shall return to the Buyer all amounts paid on account of the purchase price of such vessel, unless the Commission shall either tender to the Buyer a similar vessel which, if acceptable to the Buyer, may, pursuant to addendum to this agreement, be delivered by the Commission in substitution therefor, or, in the event of such damage not amounting to actual or constructive total loss, repair such damage at its own cost and expense. ARTICLE 7. Work for Buyer's Account Prior to Delivery. The Buyer shall be permitted to perform, or have performed, at its own expense, work or alterations on any vessel prior to the delivery thereof to the Buyer if, before the com mencement of such work or alterations, the Buyer has obtained the prior written or telegraphic consent of the Commission and has also obtained, and agreed in writing or by telegram to maintain, insurance in such forms and amounts as may be required by and satisfactory to the Commission. ARTICLE 8. Limitation of Liability of the United States under Certain Charter Parties. Pursuant to Section 10 of the Act, the Buyer agrees on its own behalf and on behalf of any and all affiliated interests (as defined by the Commission in Section 299.1 (i) of the Regulations) that the liability of the United States under any charter party or taking for use, made or effected prior to March 8, 1946, for the loss, on or after such date and prior to September 3, 1947, of any vessel owned by the Buyer or said affiliated interest or interests and under charter to the United States (excluding a vessel with respect to which an adjustment under Section 9 of the Act can be made) shall be limited to an amount equal to just compensation as of the date of said loss, determined pursuant to existing law, or such amount as may be mutually agreed upon as just compensation. ARTICLE 9. Documentation of the Vessel(s). The (each) vessel shall be documented under the laws of the United States by the Buyer immediately after sale and delivery thereof to the Buyer. ARTICLE 10. Employment of Member of Congress-Beneficiaries. The Buyer agrees not to employ any Member of Congress, either with or without compensation, as an attorney, agent, officer, or director in connection with this contract,. and that no Member of or Delegate to Congress nor Resident Commissioner shall be admitted to any share or part of this contract or to any benefit that may arise therefrom, except as provided in Section 118 of the Act, approved March 4, 1909 (35 Stat. 1109). ARTICLE 11. Additional Provisions. The sale and delivery of the (each) vessel shall be subject to such modifications of the above provisions and to such additional provisions, if any, as may be incorporated into Exhibit "A" attached hereto and forming a part hereof. IN WITNESS WHEREOF, the parties hereto have executed five original counterparts of this agreement as of the day and year first above written. If the purchase price of the (any) vessel is the floor price as published in the Regulations, the first paragraph of Paragraph I hereof shall not be applicable to such vessel. I. Purchase Price(s) of the Vessel (8). The above purchase price (s), com-puted as of January 2, 1948, shall, subject to the limitations of the floor price of the (each) vessel as published in the Regulations, be subject to a further deduc |