Exhibit 10.3


 


Execution Form


 


AMENDMENT NO. 2 TO CREDIT FACILITY AGREEMENT 


 


Dated as of May 1, 2013


 


Amendment No. 2, dated as of May 1, 2013 (this
"Amendment"), to that certain Senior Secured Term Loan Credit Facility
Agreement, dated as of July 29, 2011, as amended by Amendment No. 1 thereto dated as of December
16, 2011  (as amended, restated, modified and supplemented from time to time, the "Credit
Agreement "), providing for a senior
secured term loan credit facility made by and among (i) DSS VESSEL II LLC, a Marshall
Islands limited liability company, as borrower (the "Borrower"), (ii) the lenders (the " Lenders")
party to the Credit Agreement , (iii) NORDEA BANK FINLAND PLC, NEW YORK BRANCH ("Nordea"), as administrative agent
and security agent (together with any successor administrative agent and security agent) appointed pursuant to Article VII of the
Credit Agreement , the "Administrative Agent" or as applicable, the "Security Agent") for the
Secured Parties, (iv) DNB Bank ASA (formerly known as DnB NOR Bank ASA) and Nordea, as mandated lead arrangers (the "Mandated
Lead Arrangers"), and (v) DNB Markets Inc. (formerly known as DnB NOR Markets Inc.) and Nordea, as bookrunners. Unless
otherwise expressly defined herein, terms which are defined in the Credit Agreement have the same meaning when used herein.


 


PRELIMINARY STATEMENTS


 


(1) Certain subsidiaries of Overseas Shipping
Group, Inc. (“OSG”) are time charterer parties to certain Charter Contracts, and OSG is a guarantor of some
of such Charter Contracts;


 


(2) OSG and such subsidiaries commenced proceedings
under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”);


 


(3) OSG and such subsidiaries gave subsidiaries
of the Borrower notices of rejection of seven such Charter Contracts under the Bankruptcy Code and orders were entered in the OSG
bankruptcy case with respect thereto (such Charter Contracts, the “Rejected Charter Contracts”), which the Borrower
believes gives it rights to rejection damages under the Bankruptcy Code;


 


(4) The Borrower has requested that the Credit
Agreement be amended to clarify how its terms apply with respect to the Rejected Charter Contracts; and


 


(5)  Section 8.01 of the Credit Agreement
provides that the Borrower and the Majority Lenders may amend the Credit Agreement and the other Finance Documents for certain
purposes.


 


(6)  The Lenders, by their respective
signatures set forth below, hereby direct the Administrative Agent to execute and deliver this Amendment as Administrative Agent
and to execute and deliver, if appropriate, amendments to the other Finance Documents.


 


The parties hereto agree that the Credit Agreement
be and hereby is amended from and after the date hereof as follows:


 


Section 1. Amendments
to the Credit Agreement.  As of the Second Amendment Effective Date (as defined below), the Credit Agreement is hereby
amended as follows:


 




    	 



    	 



    

 


(A)         Section
1.01 of the Credit Agreement is amended by adding the following new definition:


 


" 'Rejected Charter Contracts' means the seven Charter
Contracts rejected by Overseas Shipping Group, Inc. and/or its subsidiaries in the Chapter 11 proceedings commenced by such Persons."


 


(B)         The
second sentence of Section 2.06(a) of the Credit Agreement is amended by adding after the words "total principal amount of
Advances drawn hereunder" the words, "plus an amount equal to the Additional Principal Amount (as defined in Section
2.08(g))."


 


(C)         Section
2.08 of the Credit Agreement is amended by adding at the end thereof the following new subsection thereto:


 


"(g)         Notwithstanding
any other provision of this Section 2.08, with respect to and as a remedy for rejection of the Rejected Charter Contracts and in
lieu of any other prepayment that might otherwise be required under any other provision of this Section 2.08, on each Payment Date
beginning September 30, 2013, the Borrower shall pre-pay the Loan in an amount equal to $744,890 (the “Additional Principal
Amount”)."


 


Section 2. Representations
and Warranties; Reaffirmation of Guaranty. (a) The Borrower hereby represents and warrants that (i) upon the effectiveness
of this Amendment, no Event of Default or event which, with the passage of time, giving of notice or both would become an Event
of Default, has occurred and is continuing, (ii) the representations and warranties of Borrower contained in the Credit Agreement
are true on and as of the date hereof in all material respects, except to the extent any such representation and warranty expressly
relates to an earlier date or is modified by any of the provisions of this Amendment, and (iii) this Amendment has been duly authorized,
executed and delivered by each Loan Party. Each Loan Party, severally as to itself and not jointly, hereby represents and warrants
to the Administrative Agent and the Lenders that the execution, delivery and performance by the Loan Parties of this Amendment,
are within such Loan Party’s corporate powers, have been duly authorized by all necessary corporate action, and do not and
will not (i) contravene the terms of any Loan Party’s limited liability company agreement, articles of incorporation or other
constitutional documents or (ii) conflict with or result in any material breach or contravention of, or result in the creation
of any Lien under, any document evidencing any material Contractual Obligation to which such Person is a party or any order, injunction,
writ or decree of any Governmental Authority to which such Person or its Property is subject.


 


(b) Each of the Parent Guarantor and the Vessel
Owning Subsidiaries hereby acknowledges and agrees that, on the Second Amendment Effective Date, all of its respective obligations
and liabilities under the Guaranty and the other Finance Documents to which it is a party are reaffirmed and remain in full force
and effect.


 


Section 3.  Effectiveness.      (a)
Section 1 of this Amendment shall become effective on the date (such date, if any, the “Second Amendment Effective Date”)
that the Administrative Agent shall have received executed signature pages hereto from the Borrower, each other Loan Party and
the Lenders constituting the Majority Lenders.


 


(b) Except as expressly set forth herein, (i) this
Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies
of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document and


 




    	 	2	Amendment No. 2 to Credit Agreement



    	 



    

 


(ii) shall not alter, modify, amend or in any way affect any of
the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of any other
Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement and the other
Loan Document is hereby ratified and re-affirmed in all respects as if set forth herein in its entirety and shall continue in full
force and effect except as expressly amended hereby. Each Loan Party reaffirms its obligations under the Finance Documents to which
it is party after giving effect to this Amendment. This Amendment shall constitute a Loan Document for all purposes of the Credit
Agreement and from and after the Second Amendment Effective Date, all references to the Credit Agreement in any Loan Document and
all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words
of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as
amended by this Amendment.


 


Section 4.  Counterparts;
Facsimile; Headings.  This Amendment may be executed in any number of counterparts, each of which shall be an
original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature
page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.
Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose or be given any substantive effect.


 


Section 5. Amendment Fee.  If
the Majority Lenders shall have delivered executed signature pages hereto to the Administrative Agent on or before May 1, 2013,
on May 2, 2013, the Borrower shall pay to the Administrative Agent for the account of each such Lender, solely for the account
of such Lender, an amendment fee of three basis points (0.0003) of the outstanding principal amount of the Loan payable to such
Lender.


 


Section 6. Governing Law;
Submission to Jurisdiction; Waiver.   (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES.


 


(b) Each of the parties hereto hereby irrevocably
and unconditionally agrees that Sections 8.12 and 8.14 of the Credit Agreement are incorporated herein mutatis mutandis.


 


[The remainder of this page is intentionally
left blank.]


 




    	 	3	Amendment No. 2 to Credit Agreement



    	 



    

 


IN WITNESS WHEREOF, each of the undersigned
has duly executed and delivered this Amendment as of the date first above written.


 


	DSS VESSEL II LLC, 

as Borrower	 	NORDEA BANK FINLAND PLC, NEW YORK BRANCH, as Administrative Agent, Security  Agent, and a Lender
	 	 	 
	By:	/s/ Florence Ioannou	 	By:	/s/ Martin Lunder
	Name: Florence Ioannou	 	Name: Martin Lunder
	Title: CFO	 	Title: Senior Vice President
	 	 	 
	 	 	By:	/s/ Håvard Tøndel
	 	 	Name: Håvard Tøndel
	 	 	Title: Vice President


 


	DNB BANK ASA (formerly known as DnB NOR Bank ASA), as Lender 	 	DEUTSCHE BANK AG, as Lender
	 	 	 
	By:	/s/ Cathleen Buckley	 	By:	/s/ Bastian Duhmert
	Name: Cathleen Buckley	 	Name: Bastian Duhmert
	Title: Senior Vice President	 	Title: Director
	 	 	 
	By:	/s/ Kjell Tore Egge	 	By:	/s/ Tilman Stein
	Name:  Kjell Tore Egge	 	Name: Tilman Stein
	Title: Senior Vice President	 	Title: Director


 


	CITIBANK, N.A., as Lender	 	HSBC Bank USA, National Association, as Lender
	 	 	 
	By:	/s/ Shreyas Chipalkatty	 	By:	/s/ Patrick D. Mueller
	Name: Shreyas Chipalkatty	 	Name: Patrick D. Mueller
	Title: Director	 	Title: Director


  




    	 	 	Amendment No. 2 to Credit Agreement



    	 



    

 


	SKANDINAVISKA ENSKILDA BANKEN AB (publ), as Lender	 	ITF International Transport Finance Suisse AG, as Lender
	 	 	 
	By:	/s/ Ame Juell-Skielse	 	By:	/s/ Carsten Gutknecht-Stöhr
	Name: Ame Juell-Skielse	 	Name: Carsten Gutknecht-Stöhr
	Title: 	 	Title:   Managing Director
	 	 	 
	By:	/s/ Olaf Kajerdt	 	By:	/s/ Alexander Schaffert
	Name: Olaf Kajerdt	 	Name: Alexander Schaffert
	Title: 	 	Title:   Senior Vice President
	 	 	 
	NIBC BANK N.V., as Lender	 	 
	 	 	 
	By:	/s/ R.A. de Haes	 	 
	Name: R.A. de Haes	 	 
	Title:   Associate	 	 


  




    	 	 	Amendment No. 2 to Credit Agreement



    	 



    

 


CONSENTED AND AGREED:


 


DIAMOND S SHIPPING III LLC,

as Parent Guarantor


 


	By:	/s/ Florence Ioannou	 
	Name: Florence Ioannou	 
	Title: CFO	 


 


HEROIC GAEA INC.


HEROIC URANUS INC.


HEROIC HERA INC.


HEROIC HERCULES INC.


HEROIC AQUARIUS INC.


HEROIC LEO INC.


HEROIC LIBRA INC.


HEROIC PISCES INC.


HEROIC SAGITTARIUS INC.


HEROIC SCORPIO INC.


HEROIC ANDROMEDA INC.


HEROIC VIRGO INC.


HEROIC PEGASUS INC.


HEROIC RHEA INC.


HEROIC AVENIR INC.


HEROIC BOOTES INC.


HEROIC SERENA INC.


HEROIC CORONA BOREALIS INC.


HEROIC EQUULEUS INC.


WHITE HYDRANGEA SHIPPING S.A.


WHITE HOLLY SHIPPING S.A.


WHITE BOXWOOD SHIPPING S.A.


HEROIC PERSEUS INC.


HEROIC OCTANS INC.


HEROIC HYDRA INC.


HEROIC LYRA INC.


HEROIC HOLOGIUM INC.


HEROIC SCUTUM INC.


HEROIC TUCUNA INC.


HEROIC AURIGA INC.


as Guarantors


 


	By:	/s/ Florence Ioannou	 
	Name: Florence Ioannou	 
	Title: Director	 


 




    	 	 	Amendment No. 2 to Credit Agreement