RELATED PARTIES

Transition Services Agreement and Other Spin-off Related Activity

OSG earned fees totaling $126 for services provided to INSW pursuant to the terms of the Transition Services Agreement for the year ended December 31, 2017. Approximately $31 of such fees were earned as of December 31, 2016. OSG incurred fees totaling $53 during the term of the TSA for services received from INSW for the year ended December 31, 2017. Approximately $27 of such fees were incurred as of December 31, 2016.

The outstanding amounts related to the transactions between OSG and INSW were as follows:



	Years Ended December 31,
	2017		2016
Receivable from INSW	$	372	$	683

Receivables due from INSW as of December 31, 2017 are primarily in relation to the Transition Services Agreement and amounts owed pursuant to the Separation and Distribution Agreement, as described in Note 5, “Discontinued Operations.”

In connection with the Distribution, payments were made to or received from INSW totaling $1,969 and $9,857, respectively, for the settlement of allocated one-time separation costs, the transfer of assets and liabilities between OSG and INSW and amounts due for costs allocated pursuant to the "Shared Services and Cost Sharing Agreement" and the "Cost Sharing Agreement" by and among, OSG, INSW and OBS, that was in effect during the eleven months ended November 30, 2016.

Guarantees

INSW entered into guarantee arrangements in connection with the spin-off on November 30, 2016, in favor of Qatar Liquefied Gas Company Limited (2) (‘‘LNG Charterer’’) and relating to certain LNG Tanker Time Charter Party Agreements with the LNG Charterer and each of Overseas LNG H1 Corporation, Overseas LNG H2 Corporation, Overseas LNG S1 Corporation and Overseas LNG S2 Corporation (such agreements, the ‘‘LNG Charter Party Agreements,’’ and such guarantees, collectively, the ‘‘LNG Performance Guarantees’’).

OSG continues to provide a guarantee in favor of the LNG Charterer relating to the LNG Charter Party Agreements (such guarantees, the "OSG LNG Performance Guarantees"). INSW will indemnify OSG for liabilities arising from the OSG LNG Performance Guarantees pursuant to the terms of the Separation and Distribution Agreement. The maximum potential liability associated with this guarantee is not estimable because obligations are only based on future non-performance events of charter arrangements. In connection with the OSG LNG Performance Guarantees, INSW will pay a per year fee of $135 per year to OSG, which is subject to escalation after 2018 and will be terminated if OSG ceases to provide the OSG LNG Performance Guarantees.