UNITED STATES COURT OF APPEALS
                           FOR THE THIRD CIRCUIT
                              ________________

                                    No. 11-2576
                                 ________________

    IN RE: PETITION OF FRESCATI SHIPPING COMPANY, LTD., AS OWNER
       OF THE M/T ATHOS I AND TSAKOS SHIPPING & TRADING, S.A.,
         AS MANAGER OF THE ATHOS I FOR EXONERATION FROM
                      OR LIMITATION OF LIABILITY

                                 ________________

                                    No. 11-2577
                                 ________________

                          UNITED STATES OF AMERICA,

                                               Appellant

                                          v.

CITGO ASPHALT REFINING COMPANY; CITGO PETROLEUM CORPORATION;
               CITGO EAST COAST OIL CORPORATION

                                 ________________

                      Appeal from the United States District Court
                        for the Eastern District of Pennsylvania
                (D.C. Civil Action Nos. 2-05-cv-00305 / 2-08-cv-02898)
                    Trial District Judge: Honorable John P. Fullam
                      District Judge: Honorable Joel H. Slomsky
                                   ________________


                              Argued September 20, 2012





 Judge Slomsky was assigned to this matter following the retirement of Judge Fullam,
who presided at trial and ruled on the merits.
        Before: AMBRO, GREENAWAY, Jr., and O’MALLEY, Circuit Judge

                               (Opinion filed May 16, 2013)

                ORDER AMENDING PRECEDENTIAL OPINION

AMBRO, Circuit Judge

       IT IS NOW ORDERED that the published Opinion in the above case filed May
16, 2013, be amended as follows:

       On page 25, in the first full paragraph, first sentence, replace the word “that” with
“with” and the first “in” with “that” so that the sentence reads: “We agree with the
Second Circuit’s reasoning that Crumady and Waterman counsel in favor of Frescati’s
third-party beneficiary status.”

       Following that same sentence, insert an additional footnote, which shall read:

       CARCO makes a belated argument that Crumady and Waterman are of
       dubious precedential value in light of the 1972 amendments to the
       Longshore and Harbor Workers’ Compensation Act. These amendments
       required negligence (as opposed to an unsafe condition) for a longshoreman
       to recover against a ship owner, and abolished the ship owner’s right of
       indemnity against the stevedore. See 33 U.S.C. § 905(b); Scindia Steam
       Nav. Co., Ltd. v. De Los Santos, 

, 164–65 (1981). This
       legislative exclusion, however, does not undermine the fundamental
       premise that a ship owner may benefit from an arrangement between third
       parties. As such, Judge Posner has noted that, following this amendment,
       “indemnity has continued to be sought in cases not involving longshoremen
       and hence not within the scope of the Longshore[] and Harbor Workers’
       Compensation Act.” Hillier v. S. Towing Co., 

, 718–19 (7th
       Cir. 1983) (Posner, J.).

     On page 23, in the first paragraph, second sentence, replace “some” with “a
compelling” so that the phrase reads: “there must be a compelling showing”

                                                  By the Court,
                                                  /s/ Thomas L. Ambro, Circuit Judge
Dated: July 12, 2013


  Honorable Kathleen M. O’Malley, United States Court of Appeals for the Federal
Circuit, sitting by designation.
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mlr/cc:
Jack A. Greenbaum, Esq.
John D. Kimball, Esq.
Alfred J. Kuffler, Esq.
John J. Levy, Esq.
Eugene J. O'Connor, Esq.
Timothy J. Bergere, Esq.
George M. Chalos, Esq.
Frank P. DeGiulio, Esq.
Douglas L. Grundmeyer, Esq.
J. Dwight LeBlanc, Jr., Esq.
Carter G. Phillips, Esq.
Derek A. Walker, Esq.
Richard Q. Whelan, Esq.
William J. Honan, Esq.
George R. Zacharkow, Esq




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