Exhibit 10.1

 

FIRST AMENDMENT TO ABL CREDIT AGREEMENT

 

FIRST AMENDMENT TO ABL CREDIT AGREEMENT, dated as of June 3, 2015 (this “First Amendment”), among Overseas Shipholding Group, Inc., a Delaware corporation (“Holdings”), OSG Bulk Ships, Inc., a New York corporation (the “Administrative Borrower”), each Co-Borrower party hereto, each Guarantor party hereto, the Lenders party hereto and Wells Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. 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 ABL Credit Agreement, dated as of August 5, 2014 (as amended by this First Amendment and as may hereafter be 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 First 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.          Clause (c) of the defmition of “Change in Control” contained in Section 1.01 of the Credit Agreement is hereby amended by deleting the following text contained therein:

 

“(excluding, in the case of both preceding clauses (i) and (ii), any individual whose initial nomination for, or assumption of office as, a member of that Board of Directors occurs as a result of an actual (or threatened) solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors)”

 

2.          Section 5.01(a) of the Credit Agreement is hereby amended by deleting the text “As soon as available and in any event within” appearing therein and inserting the word “Within” in lieu thereof.

 

3.          Section 5.01(b) of the Credit Agreement is hereby amended by deleting the text “As soon as available and in any event within” appearing therein and inserting the word “Within” in lieu thereof.

 

  

4.          Section 5.01(c) of the Credit Agreement is hereby amended by deleting the text “As soon as available and in any event within” appearing therein and inserting the word “Within” in lieu thereof.

 

5.          Notwithstanding anything to the contrary set forth in Sections 5.01(d) and 5.01(e) of the Credit Agreement, the parties hereto acknowledge, confirm and agree that (a) from and after the First Amendment Effective Date, the Loan Parties shall not be required to provide to the Collateral Agent the reports or other information relating to their Receivables that are required to be delivered pursuant to such Sections unless and until requested by the Collateral Agent in its sole discretion or requested by the Collateral Agent at the direction of the Required Lenders, and (b) until such time that the reports and other information relating to the Borrowers’ Receivables that are required to be delivered pursuant to Sections 5.01(d) and 5.01(e) of the Credit Agreement has re-commenced, all Receivables shall be deemed ineligible under the Borrowing Base.

 

6.          Section 5.16(h) of the Credit Agreement is hereby deleted in its entirety and the following inserted in lieu thereof:

 

“(h) Each Restricted Party which enters into a Permitted Charter of a Collateral Vessel for an initial or extended period (in each case including extension options) in excess of 12 months shall cause to be included in such Permitted Charter or extension thereof a provision confirming the priority of any preferred ship mortgages covering such Collateral Vessel over the rights of the charterer under such Permitted Charter, and upon such Restricted Party’s request, the Mortgage Trustee shall enter into, with such charterer, a quiet enjoyment agreement substantially in the form of Exhibit P together with such additional terms reasonably requested by such charterer, subject to the Mortgage Trustee’s consent, such consent not to be unreasonably withheld or delayed.”

 

7.          The first sentence of Sections 6.05 of the Credit Agreement is hereby amended by deleting the text “(or agree to do any of the foregoing at any time)” appearing therein.

 

8.          The first sentence of Sections 6.06 of the Credit Agreement is hereby amended by deleting the text “or agree to effect any disposition of any property,” appearing therein.

 

9.          The first sentence of Sections 6.07 of the Credit Agreement is hereby amended by deleting the text “(or agree to do any of the foregoing at any time)” appearing therein.

 

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

 

1.          the Administrative Agent shall have received copies of signature pages to this First 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 First Amendment Effective Date or would occur after giving effect to this First Amendment and (b) both immediately before and after giving effect to this First 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 ABL 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 First 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);

 

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

 

4.          the Administrative Agent shall have received true and correct copies of the First Amendment to Term Loan Credit Agreement, duly executed and delivered (including by way of facsimile or other electronic transmission) by the Term Loan Administrative Agent, the lenders party thereto and the Loan Parties party thereto.

 

SECTION III. Miscellaneous Provisions.

 

1.          Except as expressly provided herein, (a) the Credit Agreement and the other ABL Loan Documents shall be unmodified and shall continue to be in full force and effect in accordance with their terms, and (b) this First Amendment shall not be deemed a waiver or modification of any other term or condition of any ABL 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 ABL Loan Document or any of the instruments or agreements referred to therein, as the same may be amended from time to time.

 

2.          This First 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 First Amendment shall be effective as delivery of an original executed counterpart of this First Amendment.

 

3.          THIS FIRST 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.

 

  

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

 

[Remainder of page left intentionally blank.]

 

  

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

 

	OVERSEAS SHIPHOLDING GROUP, INC.,
	as Holdings and a Guarantor
	By:	/s/ Ian T. Blackley
		Name: Ian T. Blackley
		Title: President and Chief Executive Officer
	OSG BULKSHIPS, INC.,
	as the Administrative Borrower and a Guarantor
	By:	/s/ Ian T. Blackley
		Name: Ian T. Blackley
		Title: Senior Vice President, Chief Financial Officer and Assistant Secretary

  

	OSG 192 LLC
	OSG 209 LLC
	OSG 214 LLC
	OSG 242 LLC
	OSG 243 LLC
	OSG 244 LLC
	OSG 252 LLC
	OSG 254 LLC
	OSG COLUMBIA LLC
	OSG COURAGEOUS LLC
	OSG ENDURANCE LLC
	OSG ENTERPRISE LLC
	OSG HONOUR LLC
	OSG INTREPID LLC
	OSG NAVIGATOR LLC
	OVERSEAS ST HOLDING LLC,
	each, as Co-Borrower and as a Subsidiary Guarantor
	By:	/s/ Ian T. Blackley
		Name: Ian T. Blackley
		Title: Manager

 

[Signature Page to First Amendment to ABL Credit Agreement]

 

 

	OSG INDEPENDENCE LLC
	as Co-Borrower and as a Subsidiary Guarantor

 

	By:	/s/ Ian T. Blackley
		Name: Ian T. Blackley
		Title: Manager and Assistant Secretary

 

	OSG AMERICA L.P.
	By: OSG AMERICA LLC
	Its: General Partner
	OSG AMERICA LLC
	as a Subsidiary Guarantor

 

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

 

	MARITRANS OPERATING COMPANY L.P.
	By: MARITRANS GENERAL PARTNER INC.
	Its: General Partner
	MARITRANS GENERAL PARTNER INC.
	as a Subsidiary Guarantor

 

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

 

	OSG SHIP MANAGEMENT, INC.,
	as a Subsidiary Guarantor

 

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

 

[Signature Page to First Amendment to ABL Credit Agreement]

 

 

	MYKONOS TANKER LLC
	OSG AMERICA OPERATING COMPANY LLC
	OSG DELAWARE BAY LIGHTERING LLC
	OSG MARITRANS PARENT LLC
	OSG PRODUCT TANKERS AVTC, LLC
	OVERSEAS ANACORTES LLC
	OVERSEAS BOSTON LLC
	OVERSEAS HOUSTON LLC
	OVERSEAS LONG BEACH LLC
	OVERSEAS LOS ANGELES LLC
	OVERSEAS MARTINEZ LLC
	OVERSEAS NEW YORK LLC
	OVERSEAS NIKISKI LLC
	OVERSEAS TAMPA LLC
	OVERSEAS TEXAS CITY LLC
	SANTORINI TANKER LLC,
	each, as a Subsidiary Guarantor
	By:	/s/ Ian T. Blackley
		Name: Ian T. Blackley
		Title: Manager

 

[Signature Page to First Amendment to ABL Credit Agreement]

 

 

	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as Administrative Agent and a Lender
	By:	/s/ Peri Steffe
	Name:	Peri Steffe
	Title:	V.P.

 

[Signature Page to First Amendment to ABL Credit Agreement]

 

 

SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG BULK SHIPS, INC., EACH CO-BORROWER PARTY THERETO, EACH GUARANTOR PARTY THERETO, THE LENDERS PARTY THERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT

 

	JFIN BUSINESS CREDIT FUND I LLC,
	As a Lender
	By: Jefferies Finance LLC, as Collateral Manager
	By:	/s/ J. Paul McDonnell
	Name:	J. Paul McDonnell
	Title:	Managing Director

 

[Signature Page to First Amendment to ABL Credit Agreement]

 

 

SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG BULK SHIPS, INC., EACH CO-BORROWER PARTY THERETO, EACH GUARANTOR PARTY THERETO, THE LENDERS PARTY THERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT

 

	BARCLAYS BANK PLC,
	as a Lender
	By:	/s/ Christopher Lee
	Name:	Christopher Lee
	Title:	Vice President

 

Signature Page to First Amendment to ABL Credit Agreement)

 

 

SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG BULK SHIPS, INC., EACH CO-BORROWER PARTY THERETO, EACH GUARANTOR PARTY THERETO, THE LENDERS PARTY THERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT

 

	UBS AG, STAMFORD BRANCH,
	as a Lender
	By:	/s/ Houssem Daly
	Name:	Houssem Daly
	Title:	Associate Director
	By:	/s/ Denise Bushee
	Name:	Denise Bushee
	Title:	Associate Director

 

[Signature Page to First Amendment to ABL Credit Agreement]