OVERSEAS SHIPHOLDING GROUP INC - FORM 8-K - EX-10.1 - EXHIBIT 10.1

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8-K - FORM 8-K - OVERSEAS SHIPHOLDING GROUP INC	v449422_8k.htm

Exhibit 10.1

EXECUTION VERSION

THIRD AMENDMENT TO CREDIT AGREEMENT

THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of September 20, 2016 (this “Third Amendment”), among Overseas Shipholding Group, Inc., a Delaware corporation (“Holdings”), OSG International, Inc., a Marshall Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement (as defined below).

WITNESSETH:

WHEREAS, Holdings, the Borrowers, the other Loan Parties, the lenders party thereto from time to time (each, a “Lender” and, collectively, the “Lenders”), the Administrative Agent and the other parties thereto are parties to that certain Credit Agreement, dated as of August 5, 2014 (as amended prior to the date hereof, as further amended on the date hereof by this Third Amendment and as may hereafter be further amended, amended and restated, modified, supplemented, extended, renewed, restated or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, Holdings, the Borrowers, the other Loan Parties and the Lenders party hereto desire to amend the Credit Agreement as provided herein;

NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereby agree as follows:

SECTION I. Amendments to the Credit Agreement. On the Third Amendment Effective Date (as defined below), the parties hereto agree that the Credit Agreement is hereby amended as set forth in this Section I:

1. The following definitions are hereby added in the appropriate alphabetical order to Section 1.01:

“Third Amendment” shall mean the Third Amendment, dated as of the Third Amendment Effective Date, to this Agreement.

“Third Amendment Effective Date” shall mean September 20, 2016.

2. The definition of “Available Amount” appearing in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the period appearing at the end of clause (g) thereof and inserting the text “, minus” in lieu thereof and (ii) adding the following new clause (h) at the end thereof:

“(h) with respect to the calculation of the Available Amount for the Excess Cash Flow Period commencing January 1, 2016, the cumulative amount of Dividends made in reliance on Section 6.08(h).”

3. Section 2.21(a)(i) of the Credit Agreement is hereby amended by (i) deleting the text “5.00:1.00” appearing therein and inserting the text “2.50:1.00” in lieu thereof and (ii) inserting the text “and, provided, further, that the Borrowers may not obtain more than $200,000,000 in the aggregate of Incremental Term Loans and Incremental Revolving Commitments pursuant to this Section 2.21” immediately before the “;” at the end thereof.

4. Section 6.04(n) of the Credit Agreement is hereby amended by deleting the text “$20,000,000” appearing therein and inserting the text “$40,000,000” in lieu thereof.

5. Section 6.08 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (f) thereof, (ii) deleting the period appearing at the end of clause (g) thereof and inserting the text “; and” in lieu thereof and (iii) adding the following new clause (h) at the end thereof:

“(h) so long as no Default then exists or would result therefrom, the Administrative Borrower may pay a cash Dividend to Holdings after the Third Amendment Effective Date and on or prior to October 14, 2016, in an aggregate amount not to exceed $100,000,000 (exclusive of any Dividend to Holdings paid pursuant to a different clause of this Section 6.08).”

SECTION II. Effectiveness. This Third Amendment shall become effective as of the date (the “Third Amendment Effective Date”) on which the following conditions have been satisfied:

1. the Administrative Agent shall have received copies of signature pages to this Third Amendment, duly executed and delivered (including by way of facsimile or other electronic transmission) by the Administrative Agent, the Loan Parties and the Required Lenders;

2. (a) no Default shall have occurred and be continuing on the Third Amendment Effective Date or would occur after giving effect to this Third Amendment and (b) both immediately before and after giving effect to this Third Amendment, each of the representations and warranties made by any Loan Party set forth in Article III of the Credit Agreement or in any other Loan Document shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the Third Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date);

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3. the Borrower shall have paid to the Administrative Agent, for the account of each Lender that has delivered to the Administrative Agent an executed counterpart of this Third Amendment on or prior to 5:00 p.m., New York City time, on September 19, 2016, a fee in an aggregate amount equal to 1.25% of the sum of (i) the aggregate principal amount of all Term Loans of such Lender outstanding on the Third Amendment Effective Date (calculated prior to giving effect to the Third Amendment Effective Date Prepayment (as defined below)) and (ii) the Revolving Commitment of such Lender as in effect on the Third Amendment Effective Date;

4. the Borrower shall have paid to the Administrative Agent and its Affiliates, all costs, fees and expenses (including legal fees and expenses of White & Case LLP) owing in connection with this Third Amendment and the other Loan Documents to the extent invoiced (in the case of costs and expenses) at least one Business Day prior to the Third Amendment Effective Date; and

5. substantially simultaneously with the Third Amendment Effective Date, the Administrative Borrower shall prepay outstanding Initial Term Loans in an aggregate principal amount equal to $75,000,000 (the “Third Amendment Effective Date Prepayment”) (together with all accrued interest thereon), which Third Amendment Effective Date Prepayment shall be applied to reduce future scheduled amortization payments of the Initial Term Loans required under Section 2.09 (including the payment due on the applicable Term Loan Maturity Date) in the inverse order of maturity; provided, that, for the avoidance of doubt, such prepayment does not constitute Debt Service. The Third Amendment Effective Date Prepayment shall be deemed an optional prepayment pursuant to Section 2.10; provided, that, the requirements that the Borrowers provide notice of such prepayment under Section 2.10(e) and pay any breakage loss, costs or expenses under Section 2.13 are hereby waived.

SECTION III. Miscellaneous Provisions.

1. Except as expressly provided herein, (a) the Credit Agreement and the other Loan Documents shall be unmodified and shall continue to be in full force and effect in accordance with their terms, and (b) this Third Amendment shall not be deemed a waiver or modification of any other term or condition of any Loan Document and shall not be deemed to prejudice any right or rights which Administrative Agent or any Lender may now have or may have in the future under or in connection with any Loan Document or any of the instruments or agreements referred to therein, as the same may be amended from time to time.

2. This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery by facsimile or electronic transmission of an executed counterpart of a signature page to this Third Amendment shall be effective as delivery of an original executed counterpart of this Third Amendment.

3. THIS THIRD AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF THE CREDIT AGREEMENT UNDER THE HEADING “GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS”, AS SET FORTH IN SECTION 11.09 OF THE CREDIT AGREEMENT, ARE INCORPORATED HEREIN BY THIS REFERENCE.

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4. From and after the date hereof, (a) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement, as modified hereby, and (b) this Third Amendment shall be deemed to constitute a “Loan Document” for all purposes of the Credit Agreement.

[Remainder of page left intentionally blank.]

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Third Amendment as of the date first above written.

	OVERSEA SHIPHOLDING GROUP, INC., as Holdings and a Guarantor

	By:	/s/ Ian T. Blackley
	Name:	Ian T. Blackley
	Title:	President & Chief Executive Officer

	OSG INTERNATIONAL, INC., as the Administrative Borrower and a Guarantor

	By:	/s/ Ian T. Blackley
	Name:	Ian T. Blackley
	Title:	Senior Vice President & Chief Financial Officer

	OIN DELAWARE LLC, as the Co-Borrower and a Guarantor

	By:	/s/ Ian T. Blackley
	Name:	Ian T. Blackley
	Title:	Manager

[Signature Page to Third Amendment to OIN Credit Agreement (2016)]

	1372 TANKER CORPORATION AFRICA TANKER CORPORATION ANDROMAR LIMITED CABO SOUNION LIMITED CARIBBEAN TANKER CORPORATION DELTA AFRAMAX CORPORATION EIGHTH AFRAMAX TANKER CORPORATION EPSILON AFRAMAX CORPORATION FIRST UNION TANKER CORPORATION FRONT PRESIDENT INC. OIN CHARTERING, INC. KYTHNOS CHARTERING CORPORATION MAPLE TANKER CORPORATION OAK TANKER CORPORATION OCEANIA TANKER CORPORATION OVERSEAS SHIPPING (GR) LTD REYMAR LIMITED ROSALYN TANKER CORPORATION ROSEMAR LIMITED SAKURA TRANSPORT CORP. SERIFOS TANKER CORPORATION SIFENOS TANKER CORPORATION SIXTH AFRAMAX TANKER CORPORATION THIRD UNITED SHIPPING CORPORATION TOKYO TRANSPORT CORP., each, as a Subsidiary Guarantor

	By:	/s/ Ian T. Blackley
	Name:	Ian T. Blackley
	Title:	President

[Signature Page to Third Amendment to OIN Credit Agreement (2016)]

	ALCESMAR LIMITED ALCMAR LIMITED AMALIA PRODUCT CORPORATION AMBERMAR PRODUCT CARRIER CORPORATION ANTIGMAR LIMITED ARIADMAR LIMITED ATALMAR LIMITED ATHENS PRODUCT TANKER CORPORATION AURORA SHIPPING CORPORATION BATANGAS TANKER CORPORATION CABO HELLAS LIMITED CARL PRODUCT CORPORATION CONCEPT TANKER CORPORATION GOLDMAR LIMITED JADEMAR LIMITED KIMOLOS TANKER CORPORATION LEYTE PRODUCT TANKER CORPORATION, each, as a Subsidiary Guarantor

	By:	/s/ Ian T. Blackley
	Name:	Ian T. Blackley
	Title:	Senior Vice President

[Signature Page to Third Amendment to OIN Credit Agreement (2016)]

	LUXMAR PRODUCT TANKER CORPORATION MAREMAR PRODUCT TANKER CORPORATION MILOS PRODUCT TANKER CORPORATION MINDANAO TANKER CORPORATION OSG CLEAN PRODUCTS INTERNATIONAL, INC. PEARLMAR LIMITED PETROMAR LIMITED RICH TANKER CORPORATION RUBYMAR LIMITED SAMAR PRODUCT TANKER CORPORATION SHIRLEY AFRAMAX CORPORATION SILVERMAR LIMITED SKOPELOS PRODUCT TANKER CORPORATION STAR CHARTERING CORPORATION URBAN TANKER CORPORATION VIEW TANKER CORPORATION each, as a Subsidiary Guarantor

	By:	/s/ Ian T. Blackley
	Name:	Ian T. Blackley
	Title:	Senior Vice President

	OSG LIGHTERING LLC,
	as a Subsidiary Guarantor

	By:	/s/ Ian T. Blackley
	Name:	Ian T. Blackley
	Title:	Senior Vice President & Manager

[Signature Page to Third Amendment to OIN Credit Agreement (2016)]

	OSG SHIP MANAGEMENT (UK) LTD,
	as a Subsidiary Guarantor

	By:	/s/ Ian T. Blackley
	Name:	Ian T. Blackley
	Title:	Director

	MAJESTIC TANKERS CORPORATION,
	as a Subsidiary Guarantor

	By:	/s/ James D. Small III
	Name:	James D. Small III
	Title:	Vice President & Secretary

	SEVENTH AFRAMAX TANKER CORPORATION,
	as a Subsidiary Guarantor

	By:	/s/ Rick F. Oricchio
	Name:	Rick F. Oricchio
	Title:	Senior Vice President & Treasurer

[Signature Page to Third Amendment to OIN Credit Agreement (2016)]

	JEFFERIES FINANCE LLC, as
	Administrative Agent

	By:	/s/ J Paul McDonnell
	Name:	J Paul McDonnell
	Title:	Managing Director