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;


 




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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.


 




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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.]


 




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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]