Exhibit 4(e)(6)


 


$1,500,000,000


 


CREDIT AGREEMENT


 


among


 


OVERSEAS
SHIPHOLDING GROUP, INC.,

OSG BULK SHIPS, INC.,

OSG INTERNATIONAL, INC.,


 


VARIOUS LENDERS


 


and


 


DnB NOR BANK ASA,
NEW YORK BRANCH,


as Administrative
Agent


 










 


Dated as of February 9,
2006


 










 


HSBC SECURITIES
(USA) INC.,

as Documentation Agent,


 


and


 


CITIGROUP GLOBAL
MARKETS LIMITED


and


NORDEA BANK
FINLAND PLC, NEW YORK BRANCH,


as Bookrunners


 


and


 


CITIGROUP GLOBAL
MARKETS LIMITED,


DnB NOR BANK ASA,
NEW YORK BRANCH,


HSBC SECURITIES
(USA) INC.,

and


NORDEA BANK
FINLAND PLC, NEW YORK BRANCH

as Lead Arrangers


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  Amount and Terms of
  Credit Facility

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.01

  	
  The Commitments

  	
  1

  
	
  1.02

  	
  Minimum Amount of Each
  Borrowing; Limitation on Number of Borrowings

  	
  3

  
	
  1.03

  	
  Notice of Borrowing

  	
  3

  
	
  1.04

  	
  Disbursement of Funds

  	
  4

  
	
  1.05

  	
  Notes

  	
  5

  
	
  1.06

  	
  Pro Rata Borrowings

  	
  6

  
	
  1.07

  	
  Interest

  	
  6

  
	
  1.08

  	
  Interest Periods

  	
  7

  
	
  1.09

  	
  Increased Costs,
  Illegality, etc.

  	
  8

  
	
  1.10

  	
  Compensation

  	
  11

  
	
  1.11

  	
  Change of Lending
  Office

  	
  12

  
	
  1.12

  	
  Replacement of Lenders

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  Letters of Credit

  	
  13

  
	
   

  	
   

  	
   

  
	
  2.01

  	
  Letters of Credit

  	
  13

  
	
  2.02

  	
  Letter of Credit
  Requests; Minimum Stated Amount

  	
  14

  
	
  2.03

  	
  Letter of Credit
  Participations

  	
  15

  
	
  2.04

  	
  Agreement to Repay
  Letter of Credit Drawings

  	
  17

  
	
  2.05

  	
  Increased Costs

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  Commitment Commission;
  Fees; Reductions of Commitment

  	
  18

  
	
   

  	
   

  	
   

  
	
  3.01

  	
  Commitment Commission

  	
  18

  
	
  3.02

  	
  Voluntary Termination
  of Unutilized Commitments

  	
  19

  
	
  3.03

  	
  Mandatory Reduction of
  Commitments

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  Prepayments; Payments;
  Taxes

  	
  20

  
	
   

  	
   

  	
   

  
	
  4.01

  	
  Voluntary Prepayments

  	
  20

  
	
  4.02

  	
  Mandatory Repayments
  and Commitment Reductions

  	
  21

  
	
  4.03

  	
  Method and Place of
  Payment

  	
  22

  
	
  4.04

  	
  Net Payments; Taxes

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  Conditions Precedent to
  the Initial Borrowing Date

  	
  25

  
	
   

  	
   

  	
   

  
	
  5.01

  	
  Effective Date; Notes

  	
  25

  
	
  5.02

  	
  Fees, etc.

  	
  25

  
	
  5.03

  	
  Opinions of Counsel

  	
  26

  
	
  5.04

  	
  Corporate Authority

  	
  26

  
	
  5.05

  	
  Financial Information

  	
  26

  
	
  5.06

  	
  Consummation of the
  Refinancing

  	
  26

  
	
  5.07

  	
  Environmental Claims

  	
  27

  
	
  5.08

  	
  Appointment of Process
  Agent

  	
  27

  



 


i

















 


	
  5.09

  	
  Officer’s Certificate

  	
  27

  
	
  5.10

  	
  Insurance

  	
  27

  
	
  5.11

  	
  List of Vessels

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  Conditions Precedent to
  All Credit Events

  	
  27

  
	
   

  	
   

  	
   

  
	
  6.01

  	
  No Default;
  Representations and Warranties

  	
  27

  
	
  6.02

  	
  Notice of Borrowing;
  Letter Of Credit Request

  	
  27

  
	
  6.03

  	
  No Material Adverse
  Change

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  Representations,
  Warranties and Agreements

  	
  28

  
	
   

  	
   

  	
   

  
	
  7.01

  	
  Due Organization and
  Power

  	
  28

  
	
  7.02

  	
  Authorization and
  Consents

  	
  28

  
	
  7.03

  	
  No Violation

  	
  28

  
	
  7.04

  	
  Approval; Consents

  	
  29

  
	
  7.05

  	
  Financial Statements

  	
  29

  
	
  7.06

  	
  Litigation

  	
  29

  
	
  7.07

  	
  Use of Proceeds; Margin
  Regulations

  	
  29

  
	
  7.08

  	
  Tax Returns and
  Payments

  	
  29

  
	
  7.09

  	
  Compliance with ERISA

  	
  30

  
	
  7.10

  	
  Subsidiaries

  	
  30

  
	
  7.11

  	
  Compliance with Laws,
  etc.

  	
  30

  
	
  7.12

  	
  Investment Company Act

  	
  31

  
	
  7.13

  	
  Environmental Matters
  and Claims

  	
  31

  
	
  7.14

  	
  Insurance

  	
  32

  
	
  7.15

  	
  OSG International Not
  Immune

  	
  32

  
	
  7.16

  	
  Binding Obligations

  	
  32

  
	
  7.17

  	
  Filings; Stamp Taxes

  	
  32

  
	
  7.18

  	
  No Default

  	
  32

  
	
  7.19

  	
  Chief Executive Office

  	
  32

  
	
  7.20

  	
  Foreign Trade Control
  Regulations

  	
  32

  
	
  7.21

  	
  Compliance with ISM
  Code and ISPS Code

  	
  33

  
	
  7.22

  	
  Threatened Withdrawal
  of DOC, SMC or ISSC

  	
  33

  
	
  7.23

  	
  Payment Free of Taxes

  	
  33

  
	
  7.24

  	
  No Material Adverse
  Change

  	
  33

  
	
  7.25

  	
  No Proceedings to
  Dissolve

  	
  33

  
	
  7.26

  	
  No Marshall Islands
  Filing Necessary

  	
  33

  
	
  7.27

  	
  True and Complete
  Disclosure

  	
  33

  
	
  7.28

  	
  Solvency

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  Affirmative Covenants

  	
  34

  
	
   

  	
   

  	
   

  
	
  8.01

  	
  Financial Statements

  	
  34

  
	
  8.02

  	
  Books, Records and
  Inspections

  	
  36

  



 


ii

















 


	
  8.03

  	
  Maintenance of Assets

  	
  37

  
	
  8.04

  	
  Preservation of
  Corporate Existence, etc.

  	
  37

  
	
  8.05

  	
  Consents

  	
  37

  
	
  8.06

  	
  Environmental Matters

  	
  37

  
	
  8.07

  	
  Payment of Obligations

  	
  38

  
	
  8.08

  	
  Compliance with
  Agreements, Statutes, etc.

  	
  38

  
	
  8.09

  	
  Performance of
  Agreement

  	
  38

  
	
  8.10

  	
  Notice of Default

  	
  38

  
	
  8.11

  	
  Rating Change

  	
  38

  
	
  8.12

  	
  Insurance

  	
  38

  
	
  8.13

  	
  Shipping Management

  	
  39

  
	
  8.14

  	
  Book Value

  	
  39

  
	
  8.15

  	
  Exchange Listing

  	
  39

  
	
  8.16

  	
  Ownership of OSG Bulk
  and OSG International

  	
  39

  
	
  8.17

  	
  Agent for Service of
  Process

  	
  39

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  Negative Covenants

  	
  40

  
	
   

  	
   

  	
   

  
	
  9.01

  	
  Liens

  	
  40

  
	
  9.02

  	
  Consolidation, Merger,
  Sale of Assets, etc.

  	
  40

  
	
  9.03

  	
  Sale and Leaseback
  Transactions

  	
  41

  
	
  9.04

  	
  Indebtedness

  	
  41

  
	
  9.05

  	
  Investments in Joint
  Ventures

  	
  42

  
	
  9.06

  	
  Transactions with
  Affiliates

  	
  42

  
	
  9.07

  	
  Maximum Leverage

  	
  42

  
	
  9.08

  	
  Minimum Net Worth

  	
  42

  
	
  9.09

  	
  Minimum Unencumbered
  Assets

  	
  42

  
	
  9.10

  	
  Other Limitations

  	
  42

  
	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  Events of Default

  	
  42

  
	
   

  	
   

  	
   

  
	
  10.01

  	
  Payments

  	
  42

  
	
  10.02

  	
  Representations, etc.

  	
  43

  
	
  10.03

  	
  Covenants

  	
  43

  
	
  10.04

  	
  Default Under Other
  Agreements

  	
  43

  
	
  10.05

  	
  Bankruptcy, etc.

  	
  43

  
	
  10.06

  	
  ERISA

  	
  43

  
	
  10.07

  	
  Judgments

  	
  44

  
	
  10.08

  	
  Impossibility, Illegality

  	
  44

  
	
  10.09

  	
  Inability to Pay Debts

  	
  44

  
	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
  Definitions and
  Accounting Terms

  	
  45

  
	
   

  	
   

  	
   

  
	
  11.01

  	
  Defined Terms

  	
  45

  



 


iii

















 


	
  SECTION 12.

  	
  Agency Provisions

  	
  62

  
	
   

  	
   

  	
   

  
	
  12.01

  	
  Appointment

  	
  62

  
	
  12.02

  	
  Nature of Duties

  	
  62

  
	
  12.03

  	
  Lack of Reliance on the
  Agents

  	
  62

  
	
  12.04

  	
  Certain Rights of the
  Agents

  	
  63

  
	
  12.05

  	
  Reliance

  	
  63

  
	
  12.06

  	
  Indemnification

  	
  63

  
	
  12.07

  	
  The Administrative
  Agent in its Individual Capacity

  	
  63

  
	
  12.08

  	
  Holders

  	
  64

  
	
  12.09

  	
  Resignation by the
  Administrative Agent

  	
  64

  
	
  12.10

  	
  Other Agents

  	
  65

  
	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
  Miscellaneous

  	
  65

  
	
   

  	
   

  	
   

  
	
  13.01

  	
  Payment of Expenses,
  etc.

  	
  65

  
	
  13.02

  	
  Right of Setoff

  	
  66

  
	
  13.03

  	
  Notices

  	
  66

  
	
  13.04

  	
  Benefit of Agreement

  	
  67

  
	
  13.05

  	
  No Waiver; Remedies
  Cumulative

  	
  68

  
	
  13.06

  	
  Payments Pro Rata

  	
  69

  
	
  13.07

  	
  Calculations;
  Computations

  	
  69

  
	
  13.08

  	
  GOVERNING LAW;
  SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL

  	
  70

  
	
  13.09

  	
  Counterparts

  	
  71

  
	
  13.10

  	
  Effectiveness

  	
  71

  
	
  13.11

  	
  Headings Descriptive

  	
  71

  
	
  13.12

  	
  Amendment or Waiver;
  etc.

  	
  71

  
	
  13.13

  	
  Survival

  	
  73

  
	
  13.14

  	
  Domicile of Loans

  	
  73

  
	
  13.15

  	
  Limitation on
  Additional Amounts, etc.

  	
  73

  
	
  13.16

  	
  Confidentiality

  	
  73

  
	
  13.17

  	
  Register

  	
  74

  
	
  13.18

  	
  Judgment Currency

  	
  74

  
	
  13.19

  	
  Language

  	
  75

  
	
  13.20

  	
  Waiver of Immunity

  	
  75

  
	
  13.21

  	
  USA PATRIOT Act Notice

  	
  75

  



 


iv

















 


	
  SCHEDULE I

  	
   

  	
  -

  	
   

  	
  Commitments

  
	
  SCHEDULE II

  	
   

  	
  -

  	
   

  	
  Lender Addresses

  
	
  SCHEDULE III

  	
   

  	
  -

  	
   

  	
  Outstanding
  Indebtedness

  
	
  SCHEDULE IV

  	
   

  	
  -

  	
   

  	
  Existing Liens

  
	
  SCHEDULE V

  	
   

  	
  -

  	
   

  	
  Existing
  Indebtedness

  
	
  SCHEDULE VI

  	
   

  	
  -

  	
   

  	
  Associated Costs
  Rate

  
	
  SCHEDULE VII

  	
   

  	
   

  	
   

  	
  Closing Date
  Assets

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
  -

  	
   

  	
  Form of
  Notice of Borrowing

  
	
  EXHIBIT B-1

  	
   

  	
  -

  	
   

  	
  Form of
  Revolving Note

  
	
  EXHIBIT B-2

  	
   

  	
  -

  	
   

  	
  Form of
  Swingline Note

  
	
  EXHIBIT C

  	
   

  	
  -

  	
   

  	
  Letter of Credit
  Request

  
	
  EXHIBIT D-1

  	
   

  	
  -

  	
   

  	
  Form of
  Opinion of James I. Edelson, Esq., General Counsel to OSG and its
  Subsidiaries

  
	
  EXHIBIT D-2

  	
   

  	
  -

  	
   

  	
  Opinion of White &
  Case LLP

  
	
  EXHIBIT E

  	
   

  	
  -

  	
   

  	
  Form of Section 4.04(b) Certificate

  
	
  EXHIBIT F

  	
   

  	
  -

  	
   

  	
  Assignment and
  Assumption Agreement

  



 


v

















 


CREDIT
AGREEMENT, dated as of February 9, 2006, among OVERSEAS SHIPHOLDING GROUP,
INC., a Delaware corporation (“OSG” or the “Parent”), OSG BULK SHIPS,
INC., a New York corporation (“OSG Bulk”) and OSG INTERNATIONAL, INC., a
Marshall Islands corporation (“OSG International” and together with OSG
and OSG Bulk, collectively, the “Borrowers” and each a “Borrower”),
the Lenders party hereto from time to time, and DnB NOR BANK ASA, New York Branch, as
Administrative Agent (in such capacity, the “Administrative Agent”).  All capitalized terms used herein and defined
in Section 11 are used herein as therein defined.


 


W  I
T  N  E  S  S  E  T  H :


 


WHEREAS,
subject to and upon the terms and conditions herein set forth, the Lenders are
willing to make available to the Borrowers on a joint and several basis a credit
facility in a maximum aggregate amount of $1,500,000,000 as provided for
herein;


 


NOW,
THEREFORE, IT IS AGREED:


 


SECTION 1.  Amount and Terms of Credit Facility.


 


1.01  The Commitments.  (a)  Subject to and upon the terms and
conditions set forth herein, each Lender severally agrees to make at any time
on or after the Initial Borrowing Date and prior to the Final Maturity Date a
revolving loan or revolving loans (each, a “Revolving Loan” and,
collectively, the “Revolving Loans”) to the Borrowers on a joint and
several basis, which Revolving Loans (i) shall bear interest in accordance
with Section 1.07, (ii) shall be denominated in Dollars or in an
Alternate Currency in each case, as elected by the Borrowers, (iii) may be
repaid and reborrowed in accordance with the provisions hereof, (iv) shall
not exceed for any such Lender at any time that aggregate principal amount
outstanding which, when added to the product of (x) such Lender’s Percentage
and (y) the sum of (I) all Letter of Credit Outstandings (exclusive of Unpaid
Drawings which are repaid with the proceeds of, and simultaneously with the
incurrence of, the respective incurrence of Revolving Loans) at such time, and
(II) the aggregate principal amount of all Swingline Loans (exclusive of Swingline
Loans which are repaid with the proceeds of, and simultaneously with the
incurrence of, the respective incurrence of Revolving Loans) then outstanding
equals the Commitment of such Lender at such time, (v) shall not exceed
for all such Lenders at any time that aggregate principal amount outstanding
which, when added to the sum of (I) the amount of all Letter of Credit
Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds
of, and simultaneously with the incurrence of, the respective incurrence of
Loans) at such time, and (II) the aggregate principal amount of all Swingline
Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and
simultaneously with the incurrence of, the respective incurrence of Revolving Loans)
then outstanding equals the Total Commitment at such time, and (vi) in the
case of Alternate Currency Revolving Loans, shall not exceed for all Lenders at
any time in aggregate principal amount (using the Dollar Equivalent thereof)
outstanding, the Alternate Currency Sublimit.


 


(b)           Subject
to and upon the terms and conditions set forth herein, the Swingline Lender
agrees to make, at any time and from time to time on or after the Initial


 

















 


Borrowing Date and prior
to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “Swingline
Loan” and, collectively, the “Swingline Loans”) to the Borrowers on
a joint and several basis, which Swingline Loans (i) shall bear interest
in accordance with Section 1.07, (ii) shall be denominated in Dollars,
(iii) may be repaid and reborrowed in accordance with the provisions
hereof, (iv) as provided in Section 4.02(c) shall be repaid no
later than the date which is five Business Days following the incurrence
thereof, (v) shall not exceed in aggregate principal amount at any time
outstanding, when combined with the aggregate principal amount of all Revolving
Loans then outstanding (for this purpose, using the Dollar Equivalent of each
Alternate Currency Revolving Loan then outstanding) and the aggregate amount of
all Letter of Credit Outstandings at such time, an amount equal to the Total
Commitment at such time, and (vi) shall not exceed in aggregate principal
amount at any time outstanding the Maximum Swingline Amount.  Notwithstanding anything to the contrary
contained in this Section 1.01(b), (i) the Swingline Lender shall not
be obligated to make any Swingline Loans at a time when a Lender Default exists
with respect to any Lender unless the Swingline Lender has entered into
arrangements satisfactory to it and the Borrowers to eliminate the Swingline
Lender’s risk with respect to the Defaulting Lenders’ participation in such
Swingline Loans, including by cash collateralizing such Defaulting Lenders’
Percentage of the outstanding Swingline Loans, and (ii) the Swingline
Lender shall not make any Swingline Loan after it has received written notice
from any Borrower, any other Credit Party or the Required Lenders stating that
a Default or an Event of Default exists and is continuing until such time as
the Swingline Lender shall have received written notice (A) of rescission
of all such notices from the party or parties originally delivering such notice
or notices or (B) of the waiver of such Default or Event of Default by the
Required Lenders.


 


(c)           On
any Business Day, the Swingline Lender may, in its sole discretion, give notice
to the Lenders that the Swingline Lender’s outstanding Swingline Loans shall be
funded with one or more Borrowings of Dollar Revolving Loans (provided
that such notice shall be deemed to have been automatically given upon the
occurrence of a Default or an Event of Default under Section 10.05 or Section 10.09
or upon the exercise of any of the remedies provided in the last paragraph of Section 10),
in which case one or more Borrowings of Dollar Revolving Loans in an aggregate
principal amount equal to such outstanding Swingline Loans (each such
Borrowing, a “Mandatory Borrowing”) shall be made on the immediately
succeeding Business Day by all Lenders pro  rata based on each
such Lender’s Percentage (determined before giving effect to any termination of
the Commitments pursuant to the last paragraph of Section 10) and the
proceeds thereof shall be applied directly by the Swingline Lender to repay the
Swingline Lender for such outstanding Swingline Loans.  Each Lender hereby irrevocably agrees to make
Dollar Revolving Loans upon one Business Day’s notice pursuant to each
Mandatory Borrowing in the amount and in the manner specified in the preceding
sentence and on the date specified in writing by the Swingline Lender
notwithstanding (i) the amount of the Mandatory Borrowing may not comply
with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether
any conditions specified in Section 6 are then satisfied, (iii) whether
a Default or an Event of Default then exists, (iv) the date of such
Mandatory Borrowing, and (v) the amount of the Total Commitment at such
time.  For the avoidance of doubt, any
Swingline Loan which has been funded with one or more Mandatory Borrowings
shall cease to be a Swingline Loan.  In
the event that any Mandatory Borrowing cannot for any reason be made on the
date otherwise required above (including, without limitation, as a result of
the commencement of a proceeding under the Bankruptcy Code with respect to any
Borrower),


 


2

















 


then each Lender hereby
agrees that it shall forthwith purchase (as of the date the Mandatory Borrowing
would otherwise have occurred, but adjusted for any payments received from the
Borrowers on or after such date and prior to such purchase) from the Swingline
Lender such participations in the outstanding Swingline Loans as shall be
necessary to cause the Lenders to share in such Swingline Loans ratably based
upon their respective Percentages (determined before giving effect to any
termination of the Commitments pursuant to the last paragraph of Section 10),
provided that (x) all interest payable on the Swingline Loans shall be
for the account of the Swingline Lender until the date as of which the
respective participation is required to be purchased and, to the extent
attributable to the purchased participation, shall be payable to the
participant from and after such date and (y) at the time any purchase of
participations pursuant to this sentence is actually made, the purchasing
Lender shall be required to pay the Swingline Lender interest on the principal
amount of participation purchased for each day from and including the day upon
which the Mandatory Borrowing would otherwise have occurred to but excluding
the date of payment for such participation, at the overnight Federal Funds Rate
for the first three days and at the interest rate otherwise applicable to
Revolving Loans hereunder for each day thereafter.


 


(d)           In
the event that the Borrowers fail to reimburse any Issuing Lender in accordance
with Section 2.04 for any Drawing paid by such Issuing Lender under any
Letter of Credit issued by it, then on the date specified in Section 2.04(a),
the Borrowers shall be deemed to have made a request for a borrowing of
Revolving Loans in an amount equal to the Drawing with an initial Interest
Period of seven days which such deemed request shall not be subject to any
condition precedent set forth in Section 6 and shall be irrevocable.  Each Lender acknowledges and agrees that its
obligation to make its pro rata share of any such borrowing available to the
Administrative Agent is absolute and unconditional and shall not be affected by
any event, happening or circumstance whatsoever, including the failure of any
condition precedent set forth in Section 5 to be satisfied at the time of
such deemed request.


 


1.02  Minimum Amount of Each Borrowing;
Limitation on Number of Borrowings.  (a) 
The aggregate principal amount of each Borrowing of Loans under a respective
Tranche shall not be less than the Minimum Borrowing Amount for such Tranche of
Loans.


 


(b)           More
than one Borrowing may occur on the same date, but at no time shall there be
outstanding more than twelve Borrowings of Loans subject to different Interest
Periods.


 


1.03  Notice of Borrowing.  (a)  Whenever the Borrowers desire to
make a Borrowing of Revolving Loans hereunder, OSG as agent for the Borrowers
shall give the Administrative Agent at its Notice Office at least four Business
Days’ prior written notice of each Revolving Loan to be made hereunder, provided
that any such notice shall be deemed to have been given on a certain day only
if given before 11:00 A.M. (New York time).  Each such written notice (each a “Notice
of Borrowing”), except as otherwise expressly provided in Section 1.09,
shall be irrevocable and shall be given in the form of Exhibit A,
appropriately completed to specify (i) the aggregate principal amount of
the Revolving Loans to be made pursuant to such Borrowing (stated in Dollars,
or in the case of Alternate Currency Revolving Loans, in the relevant Alternate
Currency), (ii) the date of such Borrowing (which shall be a Business
Day), (iii) the initial Interest Period to be applicable thereto and (iv) to
which account the proceeds of such Revolving Loans are to be deposited.  The Administrative Agent shall promptly give
each


 


3

















 


Lender which is required
to make Revolving Loans, notice of such proposed Borrowing, of such Lender’s proportionate
share thereof and of the other matters required by the immediately preceding
sentence to be specified in the Notice of Borrowing.


 


(b)           (i) 
Whenever the Borrowers desire to incur Swingline Loans hereunder, OSG as agent
for the Borrowers shall give the Swingline Lender no later than 12:00 Noon (New
York time) on the date that a Swingline Loan is to be incurred, written notice
or telephonic notice promptly confirmed in writing of each Swingline Loan to be
incurred hereunder.  Each such notice shall
be irrevocable and specify in each case (A) the date of Borrowing (which
shall be a Business Day) and (B) the aggregate principal amount of the
Swingline Loans to be incurred pursuant to such Borrowing.


 


(ii)           Mandatory
Borrowings shall be made upon the notice specified in Section 1.01(c),
with the Borrowers irrevocably agreeing, by their incurrence of any Swingline
Loan, to the making of the Mandatory Borrowings as set forth in Section 1.01(c).


 


(c)           Without
in any way limiting the obligation of the Borrowers to deliver a written Notice
of Borrowing in accordance with Section 1.03(a), the Administrative Agent
or the Swingline Lender, as the case may be, may act without liability upon the
basis of telephonic notice of such Borrowing, believed by the Administrative
Agent or the Swingline Lender, as the case may be, in good faith to be from the
Chairman of the Board, Chief Administrative Officer, President, Chief Financial
Officer, the Treasurer or any Senior Vice President of OSG (or any other
officer of the OSG designated in writing to the Administrative Agent by the
Chief Executive Officer, Chief Administrative Officer, President, Chief
Financial Officer, the Treasurer or any Senior Vice President of the OSG as
being authorized to give such notices under this Agreement) prior to receipt of
Notice of Borrowing.  In each such case,
the Borrowers hereby waive the right to dispute the Administrative Agent’s or
the Swingline Lender’s record of the terms of such telephonic notice of such
Borrowing of Loans, absent manifest error.


 


1.04  Disbursement of Funds.  Except as otherwise specifically provided in
the immediately succeeding sentence, no later than 11:00 A.M.
(New York time) on the date specified in each Notice of Borrowing (or (x)
in the case of Swingline Loans, no later than 3:00 P.M. (New York time) on
the date specified pursuant to Section 1.03(b)(i) or (y) in the case
of Mandatory Borrowings, no later than 11:00 A.M. (New York time) on the
date specified in Section 1.01(c)) each Lender with a Commitment will make
available its pro  rata portion of each such Borrowing requested
to be made on such date (or in the case of Swingline Loans, the Swingline
Lender will make available the full amount thereof).  All such amounts shall be made available in
Dollars (or, in the case of Alternate Currency Revolving Loans, in the relevant
Alternate Currency) and in immediately available funds at the Payment Office of
the Administrative Agent and the Administrative Agent will, except in the case
of Revolving Loans made pursuant to a Mandatory Borrowing, make available to
the Borrowers (prior to 2:30 P.M. (New York Time) on such day to the
extent of funds actually received by the Administrative Agent prior to 11:00 A.M.
(New York Time) on such day) at the Payment Office in Dollars (or, in the case
of Alternate Currency Revolving Loans, in the relevant Alternate Currency) in
the account specified in the applicable Notice of Borrowing, the aggregate of
the amounts so made available by the Lenders. 
Unless the Administrative Agent shall have been notified by any Lender
prior to the date of Borrowing that such Lender does not intend to make
available to the


 


4

















 


Administrative Agent such
Lender’s portion of any Borrowing to be made on such date, the Administrative
Agent may assume that such Lender has made such amount available to the
Administrative Agent on such date of Borrowing and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrowers a corresponding
amount.  If such corresponding amount is
not in fact made available to the Administrative Agent by such Lender, the
Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender.  If such Lender
does not pay such corresponding amount forthwith upon the Administrative Agent’s
demand therefor, the Administrative Agent shall promptly notify the Borrowers
and the Borrowers shall immediately pay such corresponding amount to the
Administrative Agent.  The Administrative
Agent shall also be entitled to recover on demand from such Lender or the
Borrowers, as the case may be, interest on such corresponding amount in respect
of each day from the date such corresponding amount was made available by the
Administrative Agent to the Borrowers until the date such corresponding amount
is recovered by the Administrative Agent, at a rate per annum equal to (i) if
recovered from such Lender, at the overnight Federal Funds Rate and (ii) if
recovered from the Borrowers, the rate of interest applicable to the respective
Borrowing, as determined pursuant to Section 1.07.  Nothing in this Section 1.04 shall be
deemed to relieve any Lender from its obligation to make Loans hereunder or to
prejudice any rights which the Borrowers may have against any Lender as a
result of any failure by such Lender to make Loans hereunder.


 


1.05  Notes. 
(a)  The Borrowers’ obligation to pay the principal of, and
interest on, the Loans made by each Lender shall, if requested by such Lender,
be evidenced (i) in the case of Revolving Loans by a promissory note duly
executed and delivered by the Borrowers substantially in the form of Exhibit B-1,
with blanks appropriately completed in conformity herewith (each a “Revolving
Note” and, collectively, the “Revolving Notes”) and (ii) in the
case of Swingline Loans, by promissory notes duly executed and delivered by the
Borrowers substantially in the form of Exhibit B-2 (the “Swingline Note”).


 


(b)           Each
Revolving Note shall (i) be executed by the Borrowers, (ii) be
payable to the order of such Lender that has requested a Revolving Note and be
dated the Initial Borrowing Date (or, in the case of Revolving Notes issued
after the Initial Borrowing Date, be dated the date of the issuance thereof), (iii) be
in a stated principal amount (expressed in Dollars) equal to the Commitment of
such Lender and be payable in the principal amount of the Revolving Loans
evidenced thereby; provided that if, because of fluctuations in exchange
rates after the Initial Borrowing Date, the Revolving Note of any Lender would
not be at least as great as the outstanding aggregate principal amount (taking
the Dollar Equivalent of all Alternate Currency Revolving Loans evidenced
thereby) of the Revolving Loans made by such Lender to the Borrowers at any
time outstanding, the respective Lender may, at any time after the occurrence
of any Default or Event of Default, request (and in such case the Borrowers
shall promptly execute and deliver) a new Revolving Note in an amount equal to
the aggregate principal amount (taking the Dollar Equivalent of all Alternate
Currency Revolving Loans evidenced thereby) of such Revolving Loans of such
Lender outstanding on the date of the issuance of such new Revolving Note, (iv) mature
on the Final Maturity Date, (v) bear interest as provided in the
appropriate clause in Section 1.07, (vi) be subject to voluntary
prepayment and mandatory repayment as provided in Sections 4.01 and 4.02, (vii) be
subject to the Scheduled Commitment Reductions provided in Section 3.03, (viii) with
respect to each Revolving Loan evidenced


 


5

















 


thereby, be payable in
the respective Permitted Currency in which such Revolving Loan was made and (ix) be
entitled to the benefits of this Agreement and the other Credit Documents.


 


(c)           The
Swingline Note issued by the Borrowers to the Swingline Lender shall (i) be
payable to the Swingline Lender or its registered assigns and be dated the
Initial Borrowing Date, (ii) be in a stated principal amount (expressed in
Dollars) equal to the Maximum Swingline Amount and be payable in the
outstanding principal amount of Swingline Loans evidenced thereby, (iii) mature
on the Swingline Expiry Date, (iv) bear interest as provided in the appropriate
clause of Section 1.07, (v) be subject to voluntary prepayment as
provided in Section 4.01, and mandatory repayment as provided in Section 4.02,
and (vi) be entitled to the benefits of this Agreement and the other
Credit Documents.


 


(d)           Each
Lender will note on its internal records the amount of each Loan made by it and
each payment in respect thereof and will, prior to any transfer of any of its
Notes, endorse on the reverse side thereof the outstanding principal amount of
Loans evidenced thereby.  Failure to make
any such notation or any error in any such notation or endorsement shall not
affect the Borrowers’ obligations in respect of such Loans.


 


(e)           Notwithstanding
anything to the contrary contained above in this Section 1.05 or elsewhere
in this Agreement, Notes shall be delivered only to Lenders that at any time
specifically request the delivery of such Notes.  No failure of any Lender to request or obtain
a Note evidencing its Loans to the Borrowers shall affect or in any manner
impair the obligations of the Borrowers to pay the Loans (and all related
Obligations) incurred by the Borrowers that would otherwise be evidenced
thereby in accordance with the requirements of this Agreement.  Any Lender that does not have a Note evidencing
its outstanding Loans shall in no event be required to make the notations
otherwise described in preceding clause (d). 
At any time (including, without limitation, to replace any Note that has
been destroyed or lost) when any Lender requests the delivery of a Note to
evidence any of its Loans, the Borrowers shall promptly execute and deliver to
such Lender the requested Note in the appropriate amount or amounts to evidence
such Loans; provided that, in the case of a substitute or replacement
Note, the Borrowers shall have received from such requesting Lender (i) an
affidavit of loss or destruction and (ii) a customary lost/destroyed note
indemnity, in each case in form and substance reasonably acceptable to the
Borrowers and such requesting Lender, and duly executed by such requesting
Lender.


 


1.06  Pro Rata Borrowings.  All Borrowings of Revolving Loans under this
Agreement shall be incurred from the Lenders pro  rata on the
basis of their Commitments; provided that all Mandatory Borrowings shall
be incurred from the Lenders pro  rata on the basis of their
Percentages.  It is understood that no
Lender shall be responsible for any default by any other Lender of its
obligation to make Loans hereunder and that each Lender shall be obligated to
make the Loans provided to be made by it hereunder, regardless of the failure
of any other Lender to make its Loans hereunder.


 


1.07  Interest.  (a)  The Borrowers jointly and severally
agree to pay interest in respect of the unpaid principal amount of each Revolving
Loan from the date the proceeds thereof are made available to the Borrowers
until the maturity (whether by acceleration or otherwise) of such Revolving Loan
at a rate per annum which shall, during each Interest Period


 


6

















 


applicable thereto, be
equal to the sum of the Applicable Margin as in effect from time to time during
such Interest Period plus the applicable LIBOR Rate for such Interest Period
plus, to the extent applicable, the Associated Costs Rate.


 


(b)           The
Borrowers jointly and severally agree to pay interest in respect of the unpaid
principal amount of each Swingline Loan from the date the proceeds thereof are
made available to the Borrowers until the maturity (whether by acceleration or
otherwise) of such Swingline Loan at a rate per annum which shall be equal to
the sum of the Applicable Margin plus the Overnight Euro Dollar Offered Rate as
in effect from time to time.


 


(c)           Overdue
principal and, to the extent permitted by law, overdue interest in respect of
each Loan and any other overdue amount payable hereunder shall, in each case,
bear interest at a rate per annum (the “Default Rate”) equal to 2.00%
per annum in excess of the rate then borne by such Loans (or, if such overdue
amount is not interest or principal in respect of a Loan, 2.00% per annum in
excess of the Applicable Margin plus the Overnight Euro Dollar Offered Rate as
in effect from time to time), in each case with such interest to be payable on
demand.


 


(d)           Accrued
and unpaid interest shall be payable in respect of each Loan, on the last day
of each Interest Period applicable thereto and, in the case of an Interest
Period in excess of three months, on each date occurring at three month
intervals after the first day of such Interest Period, on any repayment or
prepayment (on the amount repaid or prepaid), at maturity (whether by
acceleration or otherwise) and, after such maturity, on demand.


 


(e)           Upon
each Interest Determination Date, the Administrative Agent shall determine the
LIBOR Rate for each Interest Period applicable to the Loans to be made pursuant
to the applicable Borrowing and shall promptly notify the Borrowers and the
respective Lenders thereof.  Each such
determination shall, absent manifest error, be final and conclusive and binding
on all parties hereto.


 


1.08  Interest Periods.  At the time the Borrowers give any Notice of
Borrowing in respect of the making of any Loan (in the case of the initial
Interest Period applicable thereto) or on the fourth Business Day prior to the
expiration of an Interest Period applicable to such Loan (in the case of any
subsequent Interest Period), it shall have the right to elect, by giving the
Administrative Agent notice thereof, the interest period (each an “Interest
Period”) applicable to such Loan, which Interest Period shall, at the
option of the Borrowers, be a seven day or a one, three or six or, if agreed to
by all Lenders, 12 month period; provided that:


 


(i)            all Loans comprising a Borrowing shall at
all times have the same Interest Period;


 


(ii)           the initial Interest Period for any Loan
shall commence on the date of Borrowing of such Loan and each Interest Period
occurring thereafter in respect of such Loan shall commence on the day on which
the immediately preceding Interest Period applicable thereto expires;


 


7

















 


(iii)          if any Interest Period relating to a Loan
begins on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period, such Interest Period shall
end on the last Business Day of such calendar month;


 


(iv)          if any Interest Period would otherwise
expire on a day which is not a Business Day, such Interest Period shall expire
on the first succeeding Business Day; provided, however, that if
any Interest Period for a Loan would otherwise expire on a day which is not a
Business Day but is a day of the month after which no further Business Day
occurs in such month, such Interest Period shall expire on the immediately
preceding Business Day;


 


(v)           all interest shall be calculated from and
including the first day of an Interest Period to but excluding the last day of
such Interest Period;


 


(vi)          unless the Required Lenders otherwise
agree, no Interest Period longer than one month may be selected at any time
when a Default or Event of Default has occurred and is continuing;


 


(vii)         no Interest Period in respect of any
Borrowing of any Loans shall be selected which extends beyond the Final
Maturity Date; and


 


(viii)        the selection of Interest Periods shall
be subject to the provisions of Section 1.02(b).


 


If
upon the expiration of any Interest Period applicable to a Borrowing, the
Borrowers have failed to elect a new Interest Period to be applicable to such
Loans as provided above, the Borrowers shall be deemed to have elected a one
month Interest Period to be applicable to such Loans effective as of the
expiration date of such current Interest Period.


 


1.09  Increased Costs, Illegality, etc.  (a)  In the event that any Lender shall
have determined reasonably and in good faith (which determination shall, absent
manifest error, be final and conclusive and binding upon all parties hereto
but, with respect to clauses (i) and (iv) below, may be made only by
the Administrative Agent):


 


(i)            on any Interest Determination Date that,
by reason of any changes arising after the date of this Agreement affecting the
interbank market, adequate and fair means do not exist for ascertaining the
applicable interest rate on the basis provided for in the definition of LIBOR
Rate and the Overnight Euro Dollar Offered Rate, as the case may be; or


 


(ii)           at any time, that such Lender shall incur
increased costs or reductions in the amounts received or receivable hereunder
with respect to any Loan because of (x) any change since the Effective Date in
any applicable law or governmental rule, regulation, order, guideline or
request (whether or not having the force of law) or in the interpretation or
administration thereof and including the introduction of any new law or
governmental rule, regulation, order, guideline or request, such as, for
example, but not limited to:  (A) a
change in the basis of taxation of payment to any Lender of the principal of or
interest on such Loan or any other amounts payable hereunder (except for


 


8

















 


changes in the
rate of tax on, or determined by reference to, the net income, gross receipts
or net profits of such Lender, or any franchise tax based on net income, net
profits or net worth, of such Lender pursuant to the laws of the jurisdiction
in which such Lender is organized or in which such Lender’s principal office or
applicable lending office is located or any subdivision thereof or therein),
but without duplication of any amounts payable in respect of Taxes pursuant to Section 4.04,
or (B) a change in official reserve requirements and/or (y) other
circumstances arising since the Effective Date affecting the interbank market;
or


 


(iii)          at any time, that the making or
continuance of any Loan has been made (x) unlawful by any law or
governmental rule, regulation or order and/or (y) impossible by compliance by
any Lender in good faith with any governmental request (whether or not having
force of law); or


 


(iv)          at any time, that any Alternate Currency
is not available in sufficient amounts, as determined in good faith by the
Administrative Agent;


 


then,
and in any such event, such Lender (or the Administrative Agent, in the case of
clauses (a)(i) or (iv) above) shall promptly give notice (by
telephone confirmed in writing) to the Borrowers and, except in the case of
clauses (a)(i) and (iv) above, to the Administrative Agent of such
determination (which notice the Administrative Agent shall promptly transmit to
each of the Lenders).  The preceding
sentence shall not apply to increased costs with respect to Taxes which are
addressed in Section 4.04.  Thereafter
(w) in the case of clause (i) above, any Notice of Borrowing given by
the Borrowers with respect to any affected Loans which have not yet been
incurred shall be deemed rescinded by the Borrowers and the Total Unutilized
Commitment shall thereafter not be available to be borrowed hereunder, and the
rate of interest applicable to any affected Loans then outstanding shall be
determined pursuant to clause (e) below until such time as the
Administrative Agent notifies the Borrowers and the Lenders that the
circumstances giving rise to such notice by the Administrative Agent no longer
exist, (x) in the case of clause (ii) above, the Borrowers agree, subject
to the provisions of Section 1.11 and Section 13.15 (to the extent
applicable), to pay to such Lender, upon written demand therefor, such
additional amounts (in the form of an increased rate of, or a different method
of calculating, interest or otherwise as such Lender in its reasonable good
faith discretion shall determine) as shall be required to compensate such
Lender for such increased costs or reductions in amounts received or receivable
hereunder (a written notice as to the additional amounts owed to such Lender,
showing in reasonable detail the basis for and the calculation thereof,
submitted to the Borrowers by such Lender in good faith shall, absent manifest
error, be final and conclusive and binding on all the parties hereto), (y) in
the case of clause (iii) above, and subject to Section 1.11, such
Lender shall so notify the Administrative Agent and the Borrowers (and the
Administrative Agent shall promptly give notice thereof to the other Lenders)
and thereafter, the Commitment of such Lender shall be permanently reduced by
an amount sufficient to alleviate such circumstance arising pursuant to clause
(iii)(x) or (y) above, or shall be terminated in its entirety if all of such
Lender’s Loans are so affected, and the Borrowers shall prepay in full the
affected Loans of such Lender, together with accrued interest thereon and, in
the event of a termination of such Lender’s Commitment, any Commitment
Commission which may be due to such Lender under this Agreement (and, in the
event all of such Lender’s Loans are being repaid, any other amounts which may
be owing to such Lender hereunder (including, without limitation, any accrued
and


 


9

















 


unpaid interest)), on
either the last day of the then current Interest Period applicable to each such
affected Loan (if such Lender may lawfully continue to maintain and fund such
Loans) or immediately (if such Lender may not lawfully continue to maintain and
fund such Loans to such day) and (z) in the case of clause (iv) above,
Alternate Currency Revolving Loans denominated in the affected Permitted
Currency (other than any such Alternate Currency Revolving Loans which have
theretofore been funded) shall no longer be available until such time as the
Administrative Agent notifies the Borrowers and the Lenders that the circumstances
giving rise to such notice by the Administrative Agent no longer exist, and any
Notice of Borrowing given by the Borrowers with respect to such Alternate
Currency Revolving Loans which have not yet been incurred shall be deemed
rescinded by the Borrowers.  The
Administrative Agent and each Lender (to the extent it continues to be a Lender
hereunder) agree that if any of them gives notice to the Borrowers of any of
the events described in clause (i), (ii), (iii) or (iv) above, it
shall promptly notify the Borrowers and, in the case of any such Lender, the
Administrative Agent, if such event ceases to exist.  If any such event described in clause (iii) above
ceases to exist as to a Lender (to the extent it continues at such time to be a
Lender hereunder), the obligations of such Lender to make Loans on the terms
and conditions contained herein shall, to the extent of such Lender’s
outstanding Loans and Commitments as in effect at such time, be immediately
reinstated.


 


(b)           If any Lender in good faith determines
that the introduction of or effectiveness of or any change after the Effective
Date in any applicable law or governmental rule, regulation, order, guideline,
directive or request (whether or not having the force of law) concerning
capital adequacy, or any change after the Effective Date in interpretation or
administration thereof by the NAIC or any governmental authority, central bank
or comparable agency, in any such case, will have the effect of increasing the
amount of capital required or requested to be maintained by such Lender, or any
corporation controlling such Lender, based on the existence of such Lender’s
Commitments hereunder or its obligations hereunder, then the Borrowers jointly
and severally agree, subject to the provisions of Section 13.15 (to the
extent applicable), to pay to such Lender, upon its written demand therefor,
such additional amounts as shall be required to compensate such Lender or such
other corporation for the increased cost to such Lender or such other
corporation or the reduction in the rate of return to such Lender or such other
corporation as a result of such increase of capital, to the extent not already
compensated by the LIBOR Rate, Additional Cost Rate or any other provision
hereof.  Each Lender, upon determining
that any additional amounts will be payable pursuant to this Section 1.09(b),
will give prompt written notice thereof to the Borrowers, which notice shall
show in reasonable detail the basis for and calculation of such additional
amounts.


 


(c)           In the event that any Lender shall have
determined (which determination shall, absent manifest error, be final and
conclusive and binding on all parties hereto) at any time that such Lender is
required to maintain reserves (including, without limitation, any marginal,
emergency, supplemental, special or other reserves required by applicable law)
which have been established after the Effective Date by any Federal, state,
local or foreign court or governmental agency, authority, instrumentality or
regulatory body with jurisdiction over such Lender (including any branch,
Affiliate or funding office thereof) in respect of any Alternate Currency
Revolving Loan or any category of liabilities which includes deposits by
reference to which the interest rate on any Alternate Currency Revolving Loan
is determined or any category of extensions of credit or other assets which
includes loans by a non-United States office of any


 


10

















 


Lender to
non-United States residents in each case by reason of any change since the
Effective Date in any applicable law or governmental rule, regulation order,
guideline or request (whether or not having the force of law) or any change in
the interpretation or administration thereof by the NAIC or any governmental
authority, central bank or comparable agency, then, unless such reserves
already are included in the calculation of the interest rate applicable to such
Alternate Currency Revolving Loans or in Section 1.09(a)(ii) or are
otherwise compensated by any other provision hereof, such Lender shall promptly
notify the applicable Borrowers in writing specifying the additional amounts
required to indemnify such Lender against the cost of maintaining such reserves
(such written notice to provide in reasonable detail a computation of such
additional amounts) and such Borrowers agree, subject to the provisions of Section 13.15
(to the extent applicable), to pay to such Lender such specified amounts on
written demand therefor by such Lender.


 


(d)           In determining such additional amounts,
each Lender will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable and non-discriminatory, provided
that such Lender’s determination of compensation owing under clauses (b) and
(c) of this Section 1.09 shall, absent manifest error, but subject to
the provisions of Section 13.15 (to the extent applicable), be final and
conclusive and binding on all the parties hereto.


 


(e)           If a determination has been made pursuant
to Section 1.09(a)(i), then the Borrowers and the Administrative Agent,
acting in accordance with the instruction of the Lenders, shall then negotiate
in good faith in order to agree upon a mutually satisfactory interest rate
and/or Interest Period to be substituted for those which would otherwise have
applied under this Agreement. If the Borrowers and the Administrative Agent are
unable to agree upon such a substituted interest rate and/or Interest Period
within 30 days of the giving of such determination notice, the Administrative
Agent shall set an interest rate and Interest Period to take effect from the
expiration of the Interest Period in effect at the date of determination, which
rate shall be equal to the Applicable Margin plus the cost to the Lenders (as
certified by each Lender) of funding such Loan. In the event the state of
affairs referred to in this Section 1.09 shall extend beyond the end of
any Interest Period, the foregoing procedure shall continue to apply until
circumstances are such that the applicable rate may be determined pursuant to
this Agreement.


 


(f)            In the event that any Lender shall
reasonably determine (which determination shall, absent manifest error, be
final and conclusive and binding on all parties hereto) at any time that by
reason of Regulation D such Lender is required to maintain reserves in respect
of Loans during any period it has a Loan outstanding, then such Lender shall
promptly notify the Borrowers by telephone confirmed in writing specifying the
additional amounts required to indemnify such Lender against the cost of
maintaining such reserves (such written notice to provide in sufficient detail
a computation of such additional amount) and the Borrowers shall directly pay
to such Lender such specified amounts as additional interest at the time that
it is otherwise required to pay interest in respect of such Loan or, if later,
on demand.


 


1.10  Compensation.  The Borrowers jointly and severally agree,
subject to the provisions of Section 13.15 (to the extent applicable), to
compensate each Lender, upon its written request (which request shall set forth
in reasonable detail the basis for requesting and the calculation of such
compensation), for all reasonable losses, expenses and liabilities (including,


 


11

















 


without limitation, any
such loss, expense or liability incurred by reason of the liquidation or
reemployment of deposits or other funds required by such Lender to fund its
Loans but excluding any loss of anticipated profits) which such Lender may
sustain in respect of Loans made to the Borrowers:  (i) if for any reason (other than a
default by such Lender or the Administrative Agent) a Borrowing of Loans does
not occur on a date specified therefor in a Notice of Borrowing (whether or not
withdrawn by the Borrowers or deemed withdrawn pursuant to Section 1.09(a));
(ii) if any prepayment or repayment (including any prepayment or repayment
made pursuant to Section 1.09(a), Section 4.01 or Section 4.02
or as a result of an acceleration of the Loans pursuant to Section 10) of
any of its Loans, or assignment of its Loans pursuant to Section 1.12,
occurs on a date which is not the last day of an Interest Period with respect
thereto; (iii) if any prepayment of any of its Loans is not made on any
date specified in a notice of prepayment given by the Borrowers; or (iv) as
a consequence of any other Default or Event of Default arising as a result of
the Borrowers’ failure to repay Loans or make payment on any Note held by such
Lender when required by the terms of this Agreement.


 


1.11  Change of Lending Office.  Each Lender agrees that on the occurrence of
any event giving rise to the operation of Section 1.09(a)(ii) or
(iii), Section 1.09(b), Section 1.09(c) or Section 4.04
with respect to such Lender, it will, if requested by the Borrowers, use
reasonable good faith efforts (subject to overall policy considerations of such
Lender) to designate another lending office for any Loans or Letters of Credit
affected by such event, provided that such designation is made on such
terms that such Lender and its lending office suffer no unindemnified economic,
legal or regulatory disadvantage, with the object of avoiding the consequence
of the event giving rise to the operation of such Section.  Nothing in this Section 1.11 shall
affect or postpone any of the obligations of the Borrowers or the rights of any
Lender provided in Section 1.09 and Section 4.04.


 


1.12  Replacement of Lenders.  (x)  If
any Lender becomes a Defaulting Lender or otherwise defaults in its obligations
to make Loans, (y) upon the occurrence of any event giving rise to the
operation of Section 1.09(a)(ii) or (iii), Section 1.09(b), Section 1.09(c) or
Section 4.04 with respect to any Lender which results in such Lender
charging to the Borrowers increased costs in excess of those being generally
charged by the other Lenders, or (z) as provided in Section 13.12(b) in
the case of certain refusals by a Lender to consent to certain proposed
changes, waivers, discharges or terminations with respect to this Agreement
which have been approved by the Required Lenders, the Borrowers shall have the
right, if no Default or Event of Default will exist immediately after giving
effect to the respective replacement, to replace such Lender (the “Replaced
Lender”) with one or more other Eligible Transferee or Eligible
Transferees, none of whom shall constitute a Defaulting Lender at the time of
such replacement (collectively, the “Replacement Lender”) reasonably
acceptable to the Administrative Agent; provided that:


 


(i)            at the time of any replacement pursuant
to this Section 1.12, the Replacement Lender shall enter into one or more
Assignment and Assumption Agreements pursuant to Section 13.04(b) (and
with all fees payable pursuant to said Section 13.04(b) to be paid by
the Replacement Lender) pursuant to which the Replacement Lender shall acquire
all of the Commitments and outstanding Loans of and in each case all
participations in Letters of Credit by, the Replaced Lender and, in connection
therewith, shall pay to (x) the Replaced Lender in respect thereof an amount


 


12

















 


equal to the sum
(without duplication) of (A) an amount equal to the principal of, and all
accrued interest on, all outstanding Loans of the Replaced Lender, (B) an
amount equal to Unpaid Drawings that have been funded by (and not reimbursed
to) such Replaced Lender) together with all then unpaid interest with respect
thereto at such time and (C) an amount equal to all accrued, but unpaid,
Commitment Commission owing to the Replaced Lender pursuant to Section 3.01,
(y) each Issuing Lender an amount equal to such Replaced Lender’s Percentage of
any Unpaid Drawing relating to Letters of Credit issued by such Issuing Lender
(which at such time remains an Unpaid Drawing) to the extent such amount was
not theretofore funded by such Replaced Lender and (z) the Swingline Lender an
amount equal to such Replaced Lender’s Percentage of any Mandatory Borrowing to
the extent such amount was not theretofor funded by such Replaced Lender; and


 


(ii)           all obligations of the Borrowers due and
owing to the Replaced Lender at such time (other than those specifically
described in clause (i) above in respect of which the assignment purchase
price has been, or is concurrently being, paid), shall be paid in full to such
Replaced Lender concurrently with such replacement.


 


Upon the execution of the
respective Assignment and Assumption Agreement, the payment of amounts referred
to in clauses (i) and (ii) above and, if so requested by the
Replacement Lender, delivery to (i) the Replacement Lender of the
appropriate Note or Notes executed by the Borrowers, the Replacement Lender
shall become a Lender hereunder and the Replaced Lender shall cease to
constitute a Lender hereunder, except with respect to indemnification
provisions under this Agreement (including, without limitation, Sections 1.09,
1.10, 2.05, 4.04, 13.01 and 13.06), which shall survive as to such Replaced
Lender and (ii) if so requested by the Borrowers, the Replaced Lender shall
deliver all Notes in its possession to the Borrowers.


 


SECTION 2.  Letters of Credit.


 


2.01  Letters of Credit.  (a)  Subject to and upon the terms and
conditions herein set forth, OSG as agent for the Borrowers may request that
any Issuing Lender issue, at any time on and after the Initial Borrowing Date
and prior to the 60th
day prior to the Final Maturity Date, for the joint and several account of the
Borrowers, irrevocable sight standby letters of credit, in a form customarily
used by such Issuing Lender or in such other form as has been approved by such
Issuing Lender (each such letter of credit, a “Letter of Credit”).  All Letters of Credit shall be denominated in
Dollars and shall be issued on a sight draft basis.


 


(b)           Subject to the terms and conditions
contained herein, each Issuing Lender hereby agrees that it will, at any time
and from time to time on or after the Initial Borrowing Date and prior to the
60th day prior to
the Final Maturity Date, following its receipt of the respective Letter of
Credit Request, issue for the joint and several account of the Borrowers one or
more Letters of Credit in support of such obligations as are permitted to
remain outstanding without giving rise to a Default or Event of Default
hereunder, provided that the respective Issuing Lender shall be under no
obligation to issue any Letter of Credit of the types described above if at the
time of such issuance:


 


13

















 


(i)            any order, judgment or decree of any
governmental authority or arbitrator shall purport by its terms to enjoin or
restrain such Issuing Lender from issuing such Letter of Credit or any
requirement of law applicable to such Issuing Lender or any request or
directive (whether or not having the force of law) from any governmental
authority with jurisdiction over such Issuing Lender shall prohibit, or request
that such Issuing Lender refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon such
Issuing Lender with respect to such Letter of Credit any restriction or reserve
or capital requirement (for which such Issuing Lender is not otherwise
compensated) not in effect on the date hereof, or any unreimbursed loss, cost
or expense which was not applicable, in effect or known to such Issuing Lender
as of the date hereof and which such Issuing Lender in good faith deems
material to it, or the issuance of such letter of credit would violate a policy
of general application of such Issuing Lender; or


 


(ii)           such Issuing Lender shall have received
notice from any Lender prior to the issuance of such Letter of Credit of the
type described in the second sentence of Section 2.02(b); or


 


(iii)          a Lender Default exists, unless such
Issuing Lender has entered into arrangements satisfactory to it and the
Borrowers to eliminate such Issuing Lender’s risk with respect to the
participation in Letters of Credit of any Defaulting Lender(s), including by
cash collateralizing any such Defaulting Lender’s (or Defaulting Lenders’)
Percentage (or Percentages) of the Letter of Credit Outstandings.


 


(c)           Notwithstanding anything to the contrary
contained in this Agreement, (i) no Letter of Credit shall be issued the
Stated Amount of which, when added to the Letter of Credit Outstandings
(exclusive of Unpaid Drawings which are repaid on the date of, and prior to the
issuance of, the respective Letter of Credit) at such time would exceed the
lesser of (x) $250,000,000 and (y) when added to the aggregate principal amount
of all Revolving Loans (for this purpose, using the Dollar Equivalent for all
Alternate Currency Revolving Loans) and Swingline Loans then outstanding, an
amount equal to the Total Commitment at such time, (ii) each Letter of
Credit shall by its terms terminate on or before the earlier of (A) the
date which occurs 12 months after the date of the issuance thereof (although
any such Letter of Credit shall be extendible for successive periods of up to
12 months, but, in each case, not beyond the 20th Business
Day prior to the Final Maturity Date, on terms acceptable to the respective
Issuing Lender) and (B) 20 Business Days prior to the Final Maturity Date
and (iii) each Letter of Credit shall be denominated in Dollars.


 


2.02  Letter of Credit Requests; Minimum Stated
Amount.  (a)  Whenever the
Borrowers desire that a Letter of Credit be issued, OSG as agent for the
Borrowers shall give the Administrative Agent and the respective Issuing Lender
at least four Business Days’ (or such shorter period as is acceptable to the
respective Issuing Lender) written notice prior to the proposed date of
issuance (which shall be a Business Day). 
Each notice shall be substantially in the form of Exhibit C (each a
“Letter of Credit Request”).


 


(b)           The making of each Letter of Credit
Request shall be deemed to be a representation and warranty by each Borrower
that such Letter of Credit may be issued in


 


14

















 


accordance with,
and will not violate the requirements of, Section 2.01(c).  Unless the respective Issuing Lender
determines that, or has received notice from any Lender before it issues a
Letter of Credit that one or more of the conditions specified in Section 6
are not then satisfied, or that the issuance of such Letter of Credit would
violate Section 2.01(c), then such Issuing Lender shall issue the
requested Letter of Credit for the joint and several account of the Borrowers
in accordance with such Issuing Lender’s usual and customary practices.


 


(c)           The initial Stated Amount of each Letter
of Credit shall not be less than $100,000 or such lesser amount as is
acceptable to the respective Issuing Lender.


 


2.03  Letter of Credit Participations.  (a)  Immediately upon the issuance by
any Issuing Lender of any Letter of Credit, such Issuing Lender shall be deemed
to have sold and transferred to each Lender with a Commitment, other than such
Issuing Lender (each such Lender, in its capacity under this Section 2.03,
a “Participant”), and each such Participant shall be deemed irrevocably
and unconditionally to have purchased and received from such Issuing Lender,
without recourse or warranty, an undivided interest and participation, to the
extent of such Participant’s Percentage, in such Letter of Credit, each drawing
made thereunder and the obligations of the Borrowers under this Agreement with
respect thereto, and any security therefor or guaranty pertaining thereto.  Upon any change in the Commitments or
Percentages of the Lenders pursuant to Sections 1.12 or 13.04, it is hereby
agreed that, with respect to all outstanding Letters of Credit and Unpaid
Drawings, there shall be an automatic adjustment to the participations pursuant
to this Section 2.03 to reflect the new Percentages of the assignor and
assignee Lender or of all Lenders with Commitments, as the case may be.


 


(b)           In determining whether to pay under any
Letter of Credit, such Issuing Lender shall have no obligation relative to the
other Lenders other than to confirm that any documents required to be delivered
under such Letter of Credit appear to have been delivered and that they appear
to substantially comply on their face with the requirements of such Letter of
Credit.  Subject to the provisions of the
immediately preceding sentence, any action taken or omitted to be taken by any
Issuing Lender under or in connection with any Letter of Credit if taken or
omitted in the absence of gross negligence or willful misconduct, as determined
by a court of competent jurisdiction, shall not create for such Issuing Lender
any resulting liability to any Credit Party or any Lender.


 


(c)           In the event that any Issuing Lender
makes any payment under any Letter of Credit issued by it and the Borrowers
shall not have reimbursed such amount in full to such Issuing Lender pursuant
to Section 2.04(a), such Issuing Lender shall promptly notify the
Administrative Agent, which shall promptly notify each Participant, of such
failure, and each Participant shall promptly and unconditionally pay to the
Administrative Agent for the account of such Issuing Lender the amount of such
Participant’s Percentage (as relates to the respective Letter of Credit) of
such unreimbursed payment in Dollars and in same day funds.  If the Administrative Agent so notifies,
prior to 1:00 P.M. (New York time) on any Business Day, any
Participant required to fund a payment under a Letter of Credit, such
Participant shall make available to the Administrative Agent at the Payment
Office for the account of such Issuing Lender in Dollars such Participant’s
Percentage (as relates to the respective Letter of Credit) of the amount of
such payment on such Business Day in same day funds.  If and to the extent such Participant shall
not have so made its Percentage of the amount of such payment available to the


 


15

















 


Administrative
Agent for the account of such Issuing Lender, such Participant agrees to pay to
the Administrative Agent for the account of such Issuing Lender, forthwith on
demand such amount, together with interest thereon, for each day from such date
until the date such amount is paid to the Administrative Agent for the account
of such Issuing Lender at the overnight Federal Funds Rate for the first three
days and at the interest rate applicable to Revolving Loans for each day
thereafter.  The failure of any
Participant to make available to the Administrative Agent for the account of
such Issuing Lender its Percentage of any payment under any Letter of Credit
issued by it shall not relieve any other Participant of its obligation
hereunder to make available to the Administrative Agent for the account of such
Issuing Lender its Percentage of any such Letter of Credit on the date
required, as specified above, but no Participant shall be responsible for the
failure of any other Participant to make available to the Administrative Agent
for the account of such Issuing Lender such other Participant’s Percentage of
any such payment.


 


(d)           Whenever any Issuing Lender receives a
payment of a reimbursement obligation as to which the Administrative Agent has
received (for the account of any such Issuing Lender) any payments from the
Participants pursuant to clause (c) above, such Issuing Lender shall
forward such payment to the Administrative Agent, which in turn shall
distribute to each Participant which has paid its Percentage thereof, in same
day funds, an amount equal to such Participant’s share (based upon the
proportionate aggregate amount originally funded by such Participant to the
aggregate amount funded by all Participants) of the principal amount of such reimbursement
obligation and interest thereon accruing after the purchase of the respective
participations.


 


(e)           Each Issuing Lender shall, promptly after
the issuance of, or amendment to, a Letter of Credit give the Administrative
Agent and the Borrowers written notice of such issuance or amendment, as the
case may be, and such notice shall be accompanied by a copy of the issued
Letter of Credit or amendment, as the case may be.  Upon receipt of such notice, the Administrative
Agent shall promptly notify each Participant, in writing, of such issuance or
amendment and in the event a Participant shall so request, the Administrative
Agent shall furnish such Participant with a copy of such issuance or amendment.


 


(f)            Each Issuing Lender shall deliver to the
Administrative Agent, promptly on the first Business Day of each week, by
facsimile transmission, the aggregate daily Stated Amount available to be drawn
under the outstanding Letters of Credit issued by such Issuing Lender for the
previous week.  Upon request, the
Administrative Agent shall, within 10 days after the last Business Day of each
calendar month, deliver to each Participant a report setting forth for such
preceding calendar month the aggregate daily Stated Amount available to be
drawn under all outstanding Letters of Credit during such calendar month.


 


(g)           The obligations of the Participants to
make payments to the Administrative Agent for the account of the respective
Issuing Lender with respect to Letters of Credit issued by it shall be
irrevocable and not subject to any qualification or exception whatsoever and
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances, including, without limitation, any of the following
circumstances:


 


(i)            any lack of validity or enforceability of
this Agreement or any of the other Credit Documents;


 


16

















 


(ii)           the existence of any claim, setoff,
defense or other right which the Borrowers or any of their respective
Subsidiaries may have at any time against a beneficiary named in a Letter of
Credit, any transferee of any Letter of Credit (or any Person for whom any such
transferee may be acting), the Administrative Agent, any Lender, any Issuing
Lender, any Participant, or any other Person, whether in connection with this
Agreement, any Letter of Credit, the transactions contemplated herein or any
unrelated transactions (including any underlying transaction between the
Borrowers or any of their respective Subsidiaries and the beneficiary named in
any such Letter of Credit);


 


(iii)          any draft, certificate or any other
document presented under any Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect;


 


(iv)          the surrender or impairment of any
security for the performance or observance of any of the terms of any of the
Credit Documents; or


 


(v)           the occurrence of any Default or Event of
Default.


 


2.04  Agreement to Repay Letter of Credit Drawings.  (a)  The Borrowers hereby jointly and
severally agree to reimburse each Issuing Lender, by making payment to the
Administrative Agent in immediately available funds at the Payment Office, for
any payment or disbursement made by such Issuing Lender under any Letter of
Credit issued by it (each such amount, so paid until reimbursed, an “Unpaid
Drawing”), not later than the Business Day following receipt by the
Borrowers of notice of such payment or disbursement from the Issuing Lender,
the Administrative Agent or any other Lender (provided that no such
notice shall be required to be given if a Default or an Event of Default under Section 10.05
shall have occurred and be continuing, in which case the Unpaid Drawing shall
be due and payable immediately without presentment, demand, protest or notice
of any kind (all of which are hereby waived by the Borrowers)), with interest
on the amount so paid or disbursed by such Issuing Lender, to the extent not
reimbursed prior to 12:00 Noon (New York time) on the date of such payment
or disbursement, from and including the date paid or disbursed to but excluding
the date such Issuing Lender was reimbursed by the Borrowers therefor at a rate
per annum equal to the Overnight Euro Dollar Offer Rate, as in effect from time
to time, plus the Applicable Margin; provided, however, to the
extent such amounts are not reimbursed prior to 12:00 Noon (New York time)
on the third Business Day following such payment or disbursement, the Borrowers
shall be deemed to have requested a borrowing of Dollar Revolving Loans as
provided in Section 1.01(d).  Each
Issuing Lender shall give the Borrowers prompt written notice of each Drawing
under any Letter of Credit issued by it, provided that the failure to
give any such notice shall in no way affect, impair or diminish the Borrowers’
obligations hereunder.


 


(b)           The obligations of the Borrowers under
this Section 2.04 to reimburse the respective Issuing Lender with respect
to drawings on Letters of Credit (each, a “Drawing”) (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances and irrespective of any setoff, counterclaim or defense to
payment which any Borrower may have or have had against any Lender (including
in its capacity as Issuing Lender or Participant or as Participant), or any
non-application or misapplication by the beneficiary of the proceeds of such
Drawing, the respective Issuing Lender’s only obligation to the Borrowers


 


17

















 


being to confirm
that any documents required to be delivered under such Letter of Credit appear
to have been delivered and that they appear to comply on their face with the
requirements of such Letter of Credit. 
Subject to the provisions of the immediately preceding sentence, any
action taken or omitted to be taken by any Issuing Lender under or in
connection with any Letter of Credit if taken or omitted in the absence of
gross negligence or willful misconduct as determined by a court of competent
jurisdiction, shall not create for such Issuing Lender any resulting liability
to any Borrower or any other Credit Party.


 


2.05  Increased Costs.  If at any time, any Issuing Lender or any
Participant determines that the introduction of or any change after the Effective
Date in any applicable law, rule, regulation, order, guideline or request or in
the interpretation or administration thereof by any governmental authority
charged with the interpretation or administration thereof, or compliance by any
Issuing Lender or any Participant with any request or directive made by any
such authority (whether or not having the force of law) after the Effective
Date, shall either (a) impose, modify or make applicable any reserve,
deposit, capital adequacy or similar requirement against Letters of Credit
issued by any Issuing Lender or participated in by any Participant, or (b) impose
on any Issuing Lender or any Participant any other conditions relating,
directly or indirectly, to this Agreement or any Letter of Credit; and the
result of any of the foregoing is to increase the cost to any Issuing Lender or
any Participant of issuing, maintaining or participating in any Letter of
Credit, or reduce the amount of any sum received or receivable by any Issuing
Lender or any Participant hereunder or reduce the rate of return on its capital
with respect to Letters of Credit, then, upon demand to the Borrowers by such
Issuing Lender or any Participant (a copy of which demand shall be sent by such
Issuing Lender or such Participant to the Administrative Agent), the Borrowers
jointly and severally agree to pay to such Issuing Lender or such Participant
such additional amount or amounts as will compensate such Lender for such
increased cost or reduction in the amount receivable or reduction on the rate
of return on its capital.  Any Issuing
Lender or any Participant, upon determining that any additional amounts will be
payable pursuant to this Section 2.05, will give prompt written notice
thereof to the Borrowers, which notice shall include a certificate submitted to
the Borrowers by such Issuing Lender or such Participant (a copy of which
certificate shall be sent by such Issuing Lender or such Participant to the
Administrative Agent), setting forth in reasonable detail the basis for and the
calculation of such additional amount or amounts necessary to compensate such
Issuing Lender or such Participant, although the failure to give any such
notice shall not release or diminish the Borrowers’ obligations to pay
additional amounts pursuant to this Section 2.05.  In determining such additional amounts, each
Lender will act reasonably and in good faith and will use averaging and
attribution methods which are reasonable and non-discriminatory, provided
that such Lender’s determination of compensation owing under this Section 2.05
shall, absent manifest error, but subject to the provisions of Section 13.15
(to the extent applicable), be final and conclusive and binding on all parties
hereto.  The certificate required to be
delivered pursuant to this Section 2.05 shall, if delivered in good faith
and absent manifest error, be final and conclusive and binding on the
Borrowers.


 


SECTION 3.  Commitment Commission; Fees; Reductions of
Commitment.


 


3.01  Commitment Commission.  (a)  The Borrowers jointly and severally
agree to pay the Administrative Agent for distribution to each Non-Defaulting
Lender a commitment commission (the “Commitment Commission”) for the
period from the Effective Date to and


 


18

















 


including the Final
Maturity Date (or such earlier date as the Total Commitment shall have been
terminated) computed at a rate for each day equal to 0.30 multiplied by the
Applicable Margin on such day multiplied by the daily average Unutilized
Commitment of such Non-Defaulting Lender; provided that for purposes of
calculating the Commitment Commission, outstanding Swingline Loans shall not be
deemed to be a utilization of the Commitments of the Lenders other than the
Swingline Lender.  Accrued Commitment
Commission shall be due and payable quarterly in arrears on each Payment Date
and on the Final Maturity Date (or such earlier date upon which the Total
Commitment is terminated).


 


(b)           The Borrowers jointly and severally agree
to pay to the Administrative Agent for distribution to each Lender (based on
each such Lender’s respective Percentage), a fee in respect of each Letter of
Credit (the “Letter of Credit Fee”) for the period from and including
the date of issuance of such Letter of Credit to and including the date of
termination or expiration of such Letter of Credit, computed at a rate per
annum equal to the Applicable Margin then in effect from time to time on the
daily Stated Amount of each such Letter of Credit.  Accrued Letter of Credit Fees shall be due and
payable in arrears on each Payment Date and on the Final Maturity Date (or such
earlier date upon which the Total Commitment is terminated).


 


(c)           The Borrowers jointly and severally agree
to pay directly to each Issuing Lender, for its own account, a facing fee in
respect of each Letter of Credit issued by it (the “Facing Fee”) for the
period from and including the date of issuance of such Letter of Credit to and
including the date of termination or expiration of such Letter of Credit,
computed at a rate per annum equal to 1/8 of 1% on the daily Stated Amount
of such Letter of Credit, provided that in any event the minimum amount
of Facing Fees payable in any twelve-month period for each issued Letter of
Credit shall be not less than $500; it being agreed that, on the day of
issuance of any Letter of Credit and on each anniversary thereof prior to the
termination or expiration of such Letter of Credit, if $500 will exceed the
amount of Facing Fees that will accrue with respect to such Letter of Credit for
the immediately succeeding twelve-month period, the full $500 shall be payable
on the date of issuance of such Letter of Credit and on each such anniversary
thereof.  Except as otherwise provided in
the proviso to the immediately preceding sentence, accrued Facing Fees shall be
due and payable in arrears on each Payment Date following issuance of a Letter
of Credit and upon the first day on or after the termination of the Total
Commitment upon which no Letters of Credit remain outstanding.


 


(d)           The Borrowers jointly and severally agree
to pay, upon each payment (including any partial payment) under, issuance of,
extension of, or amendment to, any Letter of Credit issued hereunder, such
amount as shall at the time of such event be the administrative charge which
the respective Issuing Lender is generally charging in connection with such
occurrence with respect to letters of credit, provided that such
administrative charges shall not exceed $1,000 in the aggregate for any single
letter of credit.


 


(e)           The Borrowers shall pay to the
Administrative Agent and the other Agents, for their own account, such other
fees as have been agreed to in writing by OSG or the Borrowers and such Agent.


 


3.02  Voluntary Termination of Unutilized
Commitments.  Upon at least four Business
Days’ prior notice to the Administrative Agent at its Notice Office (which
notice the


 


19

















 


Administrative Agent
shall promptly transmit to each of the Lenders), the Borrowers shall have the
right, at any time or from time to time, without premium or penalty, to
terminate the Total Unutilized Commitment, in whole or in part, in integral
multiples of $1,000,000 and a minimum amount of $10,000,000 in the case of
partial reductions thereto, provided that each such reduction shall
apply proportionately to permanently reduce the Commitment of each Lender.  Partial reductions of the Total Unutilized Commitment
shall be applied to reduce the amounts of the Scheduled Commitment Reductions
on a pro rata basis (based upon the then remaining Scheduled Commitment
Reductions after giving effect to any prior reductions thereto).


 


3.03  Mandatory Reduction of Commitments.  (a)  The Total Commitment (and the
Commitment of each Lender) shall terminate on April 30, 2006 if the
Initial Borrowing Date has not occurred on or prior to such date.


 


(b)           In addition to any other mandatory
commitment reductions pursuant to this Section 3.03, the Total Commitment
(and the Commitment of each Lender) shall terminate in its entirety on the
Final Maturity Date.


 


(c)           In addition to any other mandatory
repayments or commitment reductions pursuant to this Section 3.03, on each
date set forth below (each a “Scheduled Commitment Reduction Date”), the
Total Commitment as then in effect shall be reduced by the amount set forth
opposite such Scheduled Commitment Reduction Date in the table below (each such
reduction, as the same may be reduced as provided in Sections 3.02, a “Scheduled
Commitment Reduction”):


 


	
  Scheduled Commitment
  Reduction Date

  	
   

  	
  Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  February 9,
  2011

  	
   

  	
  $

  	
  150,000,000

  	
   

  
	
  February 9,
  2012

  	
   

  	
  $

  	
  150,000,000

  	
   

  



 


(d)           Unless the Majority Lenders otherwise
agree, the Total Commitment (and the Commitment of each Lender) shall terminate
in its entirety on the 60th day following the occurrence of a Change of
Control.


 


(e)           Each reduction to the Total Commitment
pursuant to this Section 3.03 and Section 4.02 shall be applied
proportionately to reduce the Commitment of each Lender.


 


(f)            Upon any termination or reduction of
commitments pursuant to this Section 3.03, the Borrowers shall be required
to take the actions specified in Section 4.02(a).


 


SECTION 4.  Prepayments; Payments; Taxes.


 


4.01  Voluntary Prepayments.  The Borrowers shall have the right to prepay
the Loans, without premium or penalty except as provided by law, in whole or in
part at any time and from time to time on the following terms and conditions:


 


(i)            the Borrowers shall give the
Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office
at least four Business Days’ prior written notice (or telephonic notice
promptly confirmed in writing) of its intent to prepay such Loans, the


 


20

















 


amount of such
prepayment and the specific Borrowing or Borrowings pursuant to which made,
which notice the Administrative Agent shall promptly transmit to each of the
Lenders;


 


(ii)           each prepayment of Revolving Loans shall
be in an integral multiple of $1,000,000 (taking the Dollar Equivalent thereof
of any amounts to be prepaid in an Alternate Currency) and in an aggregate
principal amount of at least $10,000,000 (taking the Dollar Equivalent thereof
of amounts to be prepaid in an Alternate Currency) or such lesser amount of a
Borrowing which is outstanding, provided that no partial prepayment of
Loans made pursuant to any Borrowing shall reduce the outstanding Loans made
pursuant to such Borrowing to an amount less than $10,000,000;


 


(iii)          each prepayment of Swingline Loans shall
be in an integral multiple of $1,000,000 and in an aggregate principal amount
of at least $5,000,000 or such other amount as is agreeable to the Swingline
Lender or such lesser amount of a Borrowing which is outstanding;


 


(iv)          at the time of any prepayment of Loans
pursuant to this Section 4.01 on any date other than the last day of the
Interest Period applicable thereto, the Borrowers shall pay the amounts
required pursuant to Section 1.10;


 


(v)           in the event of certain refusals by a
Lender as provided in Section 13.12(b) to consent to certain proposed
changes, waivers, discharges or terminations with respect to this Agreement
which have been approved by the Required Lenders, the Borrowers may, upon five
Business Days’ written notice to the Administrative Agent at its Notice Office
(which notice the Administrative Agent shall promptly transmit to each of the
Lenders), prepay all Loans, together with accrued and unpaid interest,
Commitment Commission, and other amounts owing to such Lender (or owing to such
Lender with respect to each Loan which gave rise to the need to obtain such
Lender’s individual consent) in accordance with said Section 13.12(b) so
long as (A) the Commitment of such Lender (if any) is terminated
concurrently with such prepayment (at which time Schedule I shall be
deemed modified to reflect the changed Commitments) and (B) the consents
required by Section 13.12(b) in connection with the prepayment
pursuant to this clause (v) have been obtained; and


 


(vi)          except as expressly provided in the
preceding clause (v), each prepayment in respect of any Loans made pursuant to
a Borrowing shall be applied pro  rata among the Loans comprising
such Borrowing.


 


4.02  Mandatory Repayments and Commitment
Reductions.  (a)  (i)  On
any day on which the sum of (I) the aggregate outstanding principal amount of
all Revolving Loans (after giving effect to all other repayments thereof on
such date (for this purpose, using the Dollar Equivalent for all Alternate
Currency Revolving Loans)), (II) the aggregate outstanding principal amount of
all Swingline Loans (after giving effect to all other repayments thereof on
such date) and (III) the aggregate amount of all the Letter of Credit
Outstandings exceeds the Total Commitment as then in effect, the Borrowers
shall repay principal of Swingline Loans and, after all Swingline Loans have
been repaid in full or if no Swingline Loans are outstanding, Revolving


 


21

















 


Loans (in the case of
payments made with respect to Alternate Currency Revolving Loans, taking the
Dollar Equivalent of the amounts paid in the respective Alternate Currency in
which payments on such Alternate Currency Revolving Loans are owing) in an amount
equal to such excess.  If, after giving
effect to the prepayment of all outstanding Loans, the aggregate amount of the
Letter of Credit Outstandings exceeds the Total Commitment as then in effect,
the Borrowers shall pay to the Administrative Agent on such date an amount of
cash or Cash Equivalents equal to the amount of such excess (up to a maximum
amount equal to the Letter of Credit Outstandings at such time), such cash or
Cash Equivalents to be held as security for all obligations of the Borrowers hereunder
in a cash collateral account to be established by the Administrative Agent.


 


(ii)           On any day on which the Dollar Equivalent
of the aggregate outstanding principal amount of all Alternate Currency
Revolving Loans exceeds the Alternate Currency Sublimit, the Borrowers shall
prepay on such day the principal of outstanding Alternate Currency Revolving
Loans in an amount (taking the Dollar Equivalent of the amounts paid in the
respective Alternate Currency in which payments on such Alternate Currency Revolving
Loans are owing) equal to such excess.


 


(b)           With respect to each repayment of Loans
required by this Section 4.02, the Borrowers may designate the specific
Borrowing or Borrowings pursuant to which such Loans were made, provided that (i) all Loans with Interest
Periods ending on such date of required repayment shall be paid in full prior
to the payment of any other Loans and (ii) each repayment of any Loans
comprising a Borrowing shall be applied pro
rata among such Loans.  In the
absence of a designation by the Borrowers as described in the preceding
sentence, the Administrative Agent shall, subject to the preceding provisions
of this clause (b), make such designation in its sole reasonable discretion
with a view, but no obligation, to minimize breakage costs owing pursuant to Section 1.10.


 


(c)           Notwithstanding anything to the contrary
set forth in this Agreement each Swingline Loan shall be repaid in full on the fifth
Business Day after the incurrence thereof.


 


(d)           Notwithstanding anything to the contrary
contained elsewhere in this Agreement, all then outstanding Loans shall be
repaid in full on the Final Maturity Date.


 


(e)           For purposes of making calculations
pursuant to this Section 4.02, the Administrative Agent shall be entitled
to use the Dollar Equivalent of any such amounts stated in a currency other
than Dollars.


 


4.03  Method and Place of Payment.  Except as otherwise specifically provided
herein, all payments under this Agreement or any Note shall be made to the
Administrative Agent for the account of the Lender or Lenders entitled thereto
not later than 12:00 Noon (New York time) on the date when due and shall be
made in immediately available funds at the Payment Office of the Administrative
Agent in (x) Dollars if such payment is made in respect of (i) principal
of or interest on Dollar Revolving Loans owing by any Borrower or any increased
costs or similar obligations owing by any Borrower in respect of Dollar
Revolving Loans or (ii) except as provided in following clause (y), any
other Obligation of any Borrower under this Agreement or under any Note issued
by such Borrower and (y) in the applicable Alternate


 


22

















 


Currency if such payment
is made in respect of (i) principal of or interest on Alternate Currency
Revolving Loans or Commitments in respect thereof or (ii) any increased
costs, indemnities or other amounts owing with respect to Alternate Currency
Revolving Loans or Commitments in respect thereof.  Whenever any payment to be made hereunder or
under any Note shall be stated to be due on a day which is not a Business Day,
the due date thereof shall be extended to the next succeeding Business Day and,
with respect to payments of principal, interest shall be payable at the
applicable rate during such extension.


 


4.04  Net Payments; Taxes.  (a)  All payments made by any Credit
Party hereunder or under any Note will be made without setoff, counterclaim or
other defense.  All such payments will be
made free and clear of, and without deduction or withholding for, any present
or future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any
political subdivision or taxing authority thereof or therein with respect to
such payments (but excluding, except as provided in the second succeeding
sentence, any tax imposed on or measured by the net income, net profits or any
franchise or similar tax based on net income, net profits or net worth, of a
Lender pursuant to the laws of the jurisdiction in which it is organized or the
jurisdiction in which the principal office or applicable lending office of such
Lender is located or any subdivision thereof or therein) and all interest,
penalties or similar liabilities with respect to such non-excluded taxes,
levies, imposts, duties, fees, assessments or other charges (all such
non-excluded taxes, levies, imposts, duties, fees, assessments or other charges
being referred to collectively as “Taxes”).  If any Taxes are so levied or imposed, the
Borrowers jointly and severally agree to pay the full amount of such Taxes, and
such additional amounts as may be necessary so that every payment of all
amounts due under this Agreement or under any Note, after withholding or
deduction for or on account of any Taxes, will not be less than the amount
provided for herein or in such Note.  If
any amounts are payable in respect of Taxes pursuant to the preceding sentence,
the Borrowers jointly and severally agree to reimburse each Lender, upon the
written request of such Lender, for taxes the Lender determines are
incrementally imposed on or measured by the net income, net profits or any
franchise tax based on net income, net profits or net worth, of such Lender
pursuant to the laws of the jurisdiction in which such Lender is organized or
in which the principal office or applicable lending office of such Lender is
located or under the laws of any political subdivision or taxing authority of
any such jurisdiction in which such Lender is organized or in which the
principal office or applicable lending office of such Lender is located on or
measured by the additional payments made pursuant to the preceding sentence and
for any withholding of taxes as such Lender shall determine are payable by, or
withheld from, such Lender, in respect of such amounts so paid to or on behalf
of such Lender pursuant to the preceding sentence and in respect of any amounts
paid to or on behalf of such Lender pursuant to this sentence.  The Borrowers will furnish to the Administrative
Agent within 45 days after the date of payment of any Taxes is due pursuant to
applicable law certified copies of tax receipts, or, if such tax receipts are
not available, other documentation reasonably satisfactory to the Lender, evidencing
such payment by the Borrowers.  The
Borrowers jointly and severally agree to indemnify and hold harmless each
Lender, and reimburse such Lender upon its written request, for the amount of
any Taxes so levied or imposed and paid by such Lender.


 


(b)           (i)  Each Lender that is not a
United States person (as such term is defined in Section 7701(a)(30) of
the Code) agrees to deliver to the U.S. Borrowers and the Agent on or prior to
the Effective Date, or in the case of a Lender that is an assignee or
transferee of an


 


23

















 


interest under
this Agreement pursuant to Section 13.04 (unless the respective Lender was
already a Lender hereunder immediately prior to such assignment or transfer),
on the date of such assignment or transfer to such Lender, (A) two
accurate and complete original signed copies of Internal Revenue Service Form W-8ECI
or Form W-8BEN (with respect to a complete exemption under an income tax
treaty) (or successor forms) certifying to such Lender’s entitlement as of such
date to a complete exemption from United States withholding tax with respect to
payments to be made under this Agreement and under any Note, or (B) if the
Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code and cannot deliver either Internal Revenue Service Form W-8ECI or
Form W-8BEN (with respect to a complete exemption under an income tax
treaty) pursuant to clause (a) above, (x) a certificate substantially
in the form of Exhibit E (any such certificate, a “Section 4.04
Certificate”) and (y) two accurate and complete original signed copies
of Internal Revenue Service Form W-8BEN (with respect to the portfolio
interest exemption) (or successor form) certifying to such Lender’s entitlement
as of such date to a complete exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement and under any
Note.  In addition, each Lender agrees
that from time to time after the Effective Date, when a lapse in time or change
in circumstances renders the previous certification obsolete or inaccurate in
any material respect, it will deliver to the U.S. Borrowers or the Agent two
new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI,
Form W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN
(with respect to the portfolio interest exemption) and a Section 4.04
Certificate, as the case may be, and such other forms as may be required in
order to confirm or establish the entitlement of such Lender to a continued
exemption from or reduction in United States withholding tax with respect to
payments under this Agreement and any Note, or it shall immediately notify the
U.S. Borrowers and the Agent of its inability to deliver any such Form or
Certificate, in which case such Lender shall not be required to deliver any
such Form or Certificate pursuant to this Section 4.04(b).  Notwithstanding anything to the contrary
contained in Section 4.04(a), but subject to the immediately succeeding
sentence, (x) each U.S. Borrower shall be entitled, to the extent it is
required to do so by law, to deduct or withhold income or similar taxes imposed
by the United States (or any political subdivision or taxing authority thereof
or therein) from interest, fees or other amounts payable hereunder for the
account of any Lender which is not a United States person (as such term is
defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax
purposes to the extent that such Lender has not provided to such U.S. Borrower
U.S. Internal Revenue Service Forms that establish a complete exemption from
such deduction or withholding and (y) each U.S. Borrower shall not be
obligated pursuant to Section 4.04(a) hereof to gross-up payments to
be made to or indemnify a Lender in respect of income or similar taxes imposed
by the United States if (I) such Lender has not provided such U.S. Borrower the
Internal Revenue Service Forms required to be provided such U.S. Borrower
pursuant to this Section 4.04(b) or (II) in the case of a payment,
other than interest, to a Lender described in clause (B) above, to the
extent that such forms do not establish a complete exemption from withholding
of such taxes.  Notwithstanding anything
to the contrary contained in the preceding sentence or elsewhere in this Section 4.04,
each U.S. Borrower agrees to pay additional amounts and to indemnify each
Lender in the manner set forth in Section 4.04(a) (without regard to
the identity of the jurisdiction requiring the deduction or withholding) in
respect of any amounts deducted or withheld by it as described in the
immediately preceding sentence as a result of any changes after the Effective
Date in any applicable law, treaty,


 


24

















 


governmental rule,
regulation, guideline or order, or in the interpretation thereof, relating to
the deducting or withholding of income or similar taxes.


 


(ii)           Each Lender agrees to use reasonable
efforts (consistent with legal and regulatory restrictions and subject to overall
policy considerations of such Lender) to file any certificate or document or to
furnish to a Borrower any information as reasonably requested by such Borrower
that may be necessary to establish any available exemption from, or reduction
in the amount of, any Taxes; provided, however, that nothing in
this Section 4.04(b) shall require a Lender to disclose any
confidential information (including, without limitation, its tax returns or its
calculations).


 


(c)           If the Borrowers pay any additional
amount under this Section 4.04 to a Lender and such Lender determines in
its sole discretion exercised in good faith that it has actually received or
realized in connection therewith any refund or any reduction of, or credit
against, its Tax liabilities in or with respect to the taxable year in which
the additional amount is paid (a “Tax Benefit”), such Lender shall pay
to the Borrowers an amount that such Lender shall, in its sole discretion
exercised in good faith, determine is equal to the net benefit, after tax,
which was obtained by such Lender in such year as a consequence of such Tax
Benefit; provided, however, that (i) any Lender may
determine, in its sole discretion exercised in good faith consistent with the
policies of such Lender, whether to seek a Tax Benefit, (ii) any Taxes
that are imposed on a Lender as a result of a disallowance or reduction
(including through the expiration of any tax credit carryover or carryback of
such Lender that otherwise would not have expired) of any Tax Benefit with
respect to which such Lender has made a payment to the Borrowers pursuant to
this Section 4.04(c) shall be treated as a Tax for which the
Borrowers are obligated to indemnify such Lender pursuant to this Section 4.04
without any exclusions or defenses, (iii) nothing in this Section 4.04(c) shall
require any Lender to disclose any confidential information to the Borrowers
(including, without limitation, its tax returns), and (iv) no Lender shall
be required to pay any amounts pursuant to this Section 4.04(c) at
any time during which a Default or Event of Default exists.


 


SECTION 5.  Conditions Precedent to the Initial
Borrowing Date.  The obligation of
each Lender to make Loans on the Initial Borrowing Date is subject at the time
of the making of such Loans to the satisfaction or waiver of the following
conditions:


 


5.01  Effective Date; Notes.  (a)  The Effective Date shall have
occurred at least 45 days prior to the Initial Borrowing Date (unless otherwise
agreed by the Lead Arrangers).


 


(b)           If requested by a Lender, the Borrowers
shall have duly executed and delivered, for the account of such Lender, the
appropriate Note for such Lender in each case, in the amount, maturity and as
otherwise provided herein.


 


5.02  Fees, etc.  On the Initial Borrowing Date, the Borrowers
shall have paid to the Administrative Agent, the other Agents and the Lenders
all costs, fees, and expenses (including, without limitation, legal fees and
expenses) and other compensation payable to the Administrative Agent, the other
Agents and the Lenders in respect of the transactions contemplated by this
Agreement to the extent then due.


 


25

















 


5.03  Opinions of Counsel.  (a)  On the Initial Borrowing Date, the
Administrative Agent shall have received from James I. Edelson, Esq.,
General Counsel to the Borrowers and their Subsidiaries, an opinion addressed
to the Administrative Agent and each of the Lenders and dated the Initial
Borrowing Date covering the matters set forth in Exhibit D-1 and such
other matters as the Administrative Agent may reasonably request.


 


(b)           On the Initial Borrowing Date, the
Administrative Agent shall have received from White & Case LLP,
special New York counsel to the Administrative Agent, an opinion addressed to
the Administrative Agent and each of the Lenders and dated the Initial
Borrowing Date covering the matters set forth in Exhibit D-2 and such
other matters as the Administrative Agent may reasonably request.


 


5.04  Corporate Authority.  On the Initial Borrowing Date, the
Administrative Agent shall have received the following documents in form and
substance satisfactory to the Administrative Agent and its legal advisors:


 


(i)            copies
certified as true and complete by an officer of each Borrower, of the
resolutions of its board of directors and, with respect to OSG Bulk and OSG
International, its shareholders evidencing approval of the Credit Documents and
authorizing an appropriate officer of officers or attorney-in-fact or
attorneys-in-fact to execute the same on its behalf;


 


(ii)           copies,
certified as true and complete by an officer of each Borrower, of all documents
evidencing any other necessary action, approvals or consents with respect to
the Credit Documents and the transactions contemplated thereby;


 


(iii)          copies,
certified as true and accurate by an officer of each Borrower, of the
certificate or articles of incorporation and by-laws or similar constituent
document thereof;


 


(iv)          certificate
of the jurisdiction of incorporation or formation, as the case may be, of each
Borrower as to the good standing thereof; and


 


(v)           a
certificate signed by the President, Senior Vice President, Treasurer,
Comptroller or Chief Financial Officer of each of the Borrowers to the effect
that (A) no Default or Event of Default shall have occurred and be
continuing and (B) the representations and warranties of the Borrowers
contained in the Credit Documents are true and accurate as at the date of such
certificate.


 


5.05  Financial Information.  On or prior to the Initial Borrowing Date,
the Lenders shall have received such financial statements and information
accurately and fairly representing the financial condition of the Borrowers and
their Subsidiaries on a consolidated basis as may be reasonably requested by
the Lenders.


 


5.06  Consummation of the Refinancing.  On or prior to the Initial Borrowing Date or
concurrently with the incurrence of the Loans on the Initial Borrowing Date,
all existing unsecured debt of the Borrowers and their Subsidiaries listed on Schedule III
hereto (the “Outstanding Indebtedness”) shall have been repaid in full,
together with all fees and other


 


26

















 


amounts owing thereon,
all commitments thereunder shall have been terminated and all letters of credit
issued pursuant thereto shall have been terminated (the “Refinancing”).


 


5.07  Environmental Claims.  On the Initial Borrowing Date, the Lenders
shall be satisfied that none of the Borrowers nor any Subsidiary is subject to
any Environmental Claim which could reasonably be expected to result in a
Material Adverse Change.


 


5.08  Appointment of Process Agent.  On the Initial Borrowing Date, the
Administrative Agent shall have received a duly executed copy of the acceptance
by OSG Ship Management, Inc. of its appointment as agent for the service
of process for OSG International, which acceptance shall be in such form and
substance as may be reasonably satisfactory to the Administrative Agent.


 


5.09  Officer’s Certificate.  On the Initial Borrowing Date, the
Administrative Agent shall have received a certificate signed by the President,
any Senior Vice President or any other duly authorized executive officer of OSG
certifying that under applicable law existing on the Initial Borrowing Date,
none of the Borrowers shall be compelled to withhold or deduct any taxes from
any amounts to become payable to the Administrative Agent for its own account
or for the account of the Lenders.


 


5.10  Insurance.  On the Initial Borrowing Date, the
Administrative Agent shall have received certificates of insurance or other
evidence satisfactory to it indicating the existence and effectiveness of the
insurance required to be maintained by or on behalf of OSG, the Subsidiaries
and the Joint Ventures pursuant to Section 8.12 hereof.


 


5.11  List of Vessels.  On the Initial Borrowing Date, the
Administrative Agent shall have received a list of vessels more than 50% owned
directly or indirectly by the Borrowers or any Subsidiary (which list shall
describe each Lien on any such vessel).


 


SECTION 6.  Conditions Precedent to All Credit Events.  The obligation of each Lender to make Loans
(including Loans made on the Initial Borrowing Date and each Borrowing Date
thereafter), and the obligation of any Issuing Lender to issue any Letter of
Credit, is subject to the satisfaction of the following conditions:


 


6.01  No Default; Representations and Warranties.  At the time of each such Credit Event and
also after giving effect thereto (i) no Default or Event of Default shall
exist or be continuing and (ii) the representations and warranties
contained in Section 7 hereof shall be true and correct as if made on the
date of such Credit Event by reference to the facts and circumstances then
existing.


 


6.02  Notice of Borrowing; Letter Of Credit
Request.  (a)              Prior
to the making of each Loan, the Administrative Agent shall have received the
Notice of Borrowing required by Section 1.03(a).


 


(b)           Prior to the issuance of each Letter of
Credit, the Administrative Agent and the respective Issuing Lender shall have
received a Letter of Credit Request meeting the requirements of Section 2.02.


 


27

















 


6.03  No Material Adverse Change.  Since September 30, 2005, no Material
Adverse Change shall have occurred.


 


The acceptance of
the proceeds of each Credit Event shall constitute a representation and
warranty by each Borrower to the Administrative Agent and each of the Lenders
that all of the applicable conditions specified in Section 5 and in this Section 6
and applicable to such Credit Event have been satisfied as of that time.  All of the applicable Notes, certificates,
legal opinions and other documents and papers referred to in Section 5 and
in this Section 6, unless otherwise specified, shall be delivered to the
Administrative Agent at the Notice Office for the account of each of the
Lenders and, except for the Notes, in sufficient counterparts for each of the
Lenders and shall be in form and substance reasonably satisfactory to the
Administrative Agent.


 


SECTION 7.  Representations, Warranties and Agreements.  In order to induce the Lenders to enter into
this Agreement and to make the Loans and issue (or participate in) the Letters
of Credit, each Borrower makes the following representations, warranties and
agreements, in each case on the Effective Date, all of which shall survive the
execution and delivery of this Agreement and the Notes and the making of the
Loans and issuance of the Letter of Credit, with the occurrence of each Credit
Event on or after the Effective Date being deemed to constitute a
representation and warranty that the matters specified in this Section 7
are true and correct as if made on the Effective Date and on the date of each
such Credit Event by reference to the facts and circumstances then existing.


 


7.01  Due Organization and Power.  Each of the Borrowers is a corporation duly
formed and is validly existing in good standing under the laws of its
jurisdiction of incorporation or formation and is duly qualified to do business
as a foreign corporation in each jurisdiction wherein the nature of the
business transacted thereby makes such qualification necessary, except where
failure to so qualify would not result in a Material Adverse Change, has full
power and authority and, to the best of its knowledge after due investigation,
all material governmental licenses, authorizations, consents and approvals
required to carry on its business as now being conducted and to own its
properties and has full power and authority to enter into and perform its
obligations under the Credit Documents to which it is a party, and has complied
with all statutory, regulatory and other requirements relative to such
business, property and instruments to which it is a party, or to which its
property is subject, other than those agreements for which non-compliance,
either individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Change.


 


7.02  Authorization and Consents.  All necessary corporate action has been taken
to authorize, and all necessary consents and authorities have been obtained and
remain in full force and effect to permit, each Borrower to enter into and
perform its obligations under the Credit Documents to which it is a party and,
to borrow, service and repay the Loans and, as of the Effective Date, no
further consents or authorities are necessary for the service and repayment of
the Loans or any part thereof.


 


7.03  No Violation.  Neither the execution and delivery by the
Borrowers of the Credit Documents to which it is a party, or any instrument or
agreement referred to therein, or contemplated thereby, nor the consummation of
the transactions therein contemplated, nor compliance with the terms,
conditions and provisions thereof by each of them, will (i) conflict


 


28

















 


with, or result in a
breach or violation of, or constitute a default under the organizational
documents of the Borrowers; (ii) conflict with or contravene any
applicable law or any contractual restriction binding on or affecting the
Borrowers or any of their respective assets or properties; (iii) result in
a breach or violation of, or constitute a default under, or permit the
acceleration of any material obligation or liability in, or but for any
requirement of the giving of notice or the passage of time (or both) would
constitute such a conflict with, breach or violation of, or default under, or
permit any such acceleration in, any material contractual obligation or any
material agreement or document to which any of the Borrowers is a party or by
which any of the Borrowers or any of their respective assets or properties is
bound (or to which any such obligation, agreement or document relates); or (iv) result
in any Lien upon any of the Borrowers’ respective material assets or properties.


 


7.04  Approval; Consents.  All consents, licenses, approvals and
authorizations required, whether by statute or otherwise, in connection with
the entry into and performance by the Borrowers, and the validity and
enforceability against the Borrowers, of the Credit Documents have been
obtained and are in full force and effect;


 


7.05  Financial Statements.  Each of the audited consolidated balance
sheet of OSG and its Subsidiaries as at December 31, 2004 and the related
audited consolidated statements of operations and retained earnings and cash
flows for the fiscal year then ended reported on by Ernst & Young LLP
and included in OSG’s 2004 Form 10-K, as well as the unaudited
consolidated statements of income and retained earnings and cash flows for such
three and nine month period then ended on September 30, 2005 as reported
on OSG’s September 30, 2005 Form 10-Q, copies of all of which have
been furnished to the Administrative Agent, fairly present, in all material
respects, the consolidated financial condition of OSG and its Subsidiaries as
at such dates and the consolidated results of the operations of OSG and its
Subsidiaries for the periods ended on such dates, all in accordance with the
GAAP consistently applied.


 


7.06  Litigation.  No action, suit or proceeding is pending or
threatened against any Borrower or any of its Subsidiaries before any court,
board of arbitration or administrative agency which would be reasonably likely
to result in any Material Adverse Change or which in any manner draws into
question the validity or enforceability of the Credit Documents.


 


7.07  Use of Proceeds; Margin Regulations.  (a)  All proceeds of the Loans may be
used only for the following (i) to effect the Refinancing, and/or (ii) from
time to time, for working capital and general corporate purposes.


 


(b)           At the time of each Credit Event
occurring on or after the Initial Borrowing Date, not more than 25% of the
value of the assets of OSG and its Subsidiaries subject to the restrictions in Section 9.04(b) will
constitute Margin Stock.  Neither the
making of any Loan nor the use of the proceeds thereof nor the occurrence of
any other Credit Event will violate the provisions of Regulation T, U or X.


 


7.08  Tax Returns and Payments.  United States Federal income tax returns of
OSG and its Subsidiaries have been examined and closed through the fiscal year
ended December 31, 1999.  OSG and
its Subsidiaries have timely filed with the appropriate taxing authority all
United States Federal, state, local and foreign income tax returns and all
other


 


29

















 


material tax or
information returns which are required to be filed by them (collectively, the “Tax
Returns”).  All of the Tax Returns
(and any tax or information return becoming due after the date hereof and on or
before the Initial Borrowing Date) are true and complete in all material
respects.  OSG and its Subsidiaries have
paid all material federal, state, local and foreign taxes (collectively, the “OSG
Taxes”) due pursuant to the Tax Returns or pursuant to any assessment
received by OSG or any Subsidiary, other than OSG Taxes which are being
contested in good faith by appropriate proceedings and for which adequate
reserves (in conformity with GAAP consistently applied) shall have been set
aside on their books.  The charges,
accruals and reserves on the books of OSG and the Subsidiaries in respect of
OSG Taxes are adequate in all material respects and in conformity with GAAP
consistently applied.  There is no
material action, suit, proceeding, audit, investigation or claim pending or, to
the knowledge of OSG or its Subsidiaries, threatened in respect of any OSG
Taxes for which OSG or any of its Subsidiaries is or may become liable nor has
any deficiency or claim for any OSG Taxes been proposed, asserted or, to the
knowledge of OSG or its Subsidiaries threatened.  Neither OSG nor its Subsidiaries, has
consented to any waivers or extensions of any statute of limitations with
respect to the collection or assessment of any OSG Taxes against it.


 


7.09  Compliance with ERISA.  The execution and delivery of this Agreement
and the consummation of the transactions hereunder will not involve any
prohibited transaction within the meaning of ERISA or Section 4975 of the
Code and no condition exists or event or transaction has occurred in connection
with any Plan maintained or contributed to by any member of the ERISA Group or
any ERISA Affiliate resulting from the failure of any thereof to comply with
ERISA which is reasonably likely to result in any member of the ERISA Group or
any ERISA Affiliate incurring any liability, fine or penalty which individually
or in the aggregate could result in a Material Adverse Change.  No member of the ERISA Group nor any ERISA
Affiliate, individually or collectively, has incurred, or reasonably expects to
incur, Withdrawal Liabilities or liabilities upon the happening of a
Termination Event the aggregate of which for all such Withdrawal Liabilities or
other liabilities exceeds or would exceed $30,000,000.  With respect to any Multiemployer Plan,
Multiple Employer Plan or Plan, no member of the ERISA Group nor any ERISA
Affiliate is aware of or has been notified that any “variance” from the “minimum
funding standard” has been requested (each such term as defined in Part 3,
Subtitle B of Title 1 of ERISA).  No
member of the ERISA Group nor any ERISA Affiliate has received any notice that
any Multiemployer Plan is in reorganization, within the meaning of Title IV of
ERISA, which reorganization could result in a Material Adverse Change.


 


7.10  Subsidiaries.  (a)  Each Material Subsidiary is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation, and has all corporate powers and
authority and all material governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted and to own its
properties; and


 


(b)           On the Initial Borrowing Date there are
no Non-Recourse Subsidiaries.


 


7.11  Compliance with Laws, etc.  Each of the Borrowers and their Subsidiaries
is in compliance with all applicable laws, except where any failure to comply
with any such applicable laws would not, alone or in aggregate, result in a
Material Adverse Change.


 


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7.12  Investment Company Act.  Neither OSG nor any of its Subsidiaries is an
“investment company” or an “affiliated person” of, or a “promoter” or “principal
underwriter” for or a company “controlled” by an “investment company” as such terms
are defined in the Investment Company Act of 1940, as amended; neither the
making of the Loans nor the application of the proceeds or repayment thereof by
the Borrowers, nor the consummation of the other transactions contemplated
hereby, will violate any provision of such act or any rule, regulation or order
of the Securities and Exchange Commission thereunder.


 


7.13  Environmental Matters and Claims.  (a)  OSG and each of its Subsidiaries,
when required, will be in compliance with all applicable United States federal
and state, local, foreign and international laws, regulations, conventions and
agreements relating to the pollution, pollution prevention or protection of
human health or the environment (including, without limitation, ambient air,
surface water, ground water, navigable waters, waters of the contiguous zone,
ocean waters and international waters), including, without limitation, laws,
regulations, conventions and agreements relating to (i) emissions,
discharges, releases or threatened releases of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous materials, oil, hazardous
substances, petroleum and petroleum products and by-products (“Materials of
Environmental Concern”), or (ii) the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
Materials of Environmental Concern (“Environmental Laws”) (except as to
all of the above, where the failure to do so would not be reasonably likely to
result in a Material Adverse Change);


 


(b)           OSG and each of its Subsidiaries will
when required, have all permits, licenses, approvals, ruling, variances,
exemptions, clearances, consents or other authorizations required under
applicable Environmental Laws (“Environmental Approvals”) and will, when
required, be in compliance with all Environmental Approvals required to operate
their respective businesses as then being conducted (except where the failure
to comply with, obtain or renew such permits, licenses, rulings, variances,
exemptions, clearances, consents or other authorizations would not be
reasonably likely to result in a Material Adverse Change);


 


(c)           neither OSG, nor any of its Subsidiaries
has received any notice of any claim, action, cause of action, investigation or
demand by any Person, entity, enterprise or government, or any political
subdivision, intergovernmental body or agency, department or instrumentality
thereof, alleging potential liability which would be reasonably likely to
result in a Material Adverse Change or a requirement to incur investigatory
costs, cleanup costs, response and/or remedial costs (whether incurred by a
governmental entity or otherwise), natural resources damages, property damages,
personal injuries, attorneys’ fees and expenses, or fines or penalties which would
be reasonably likely to result in a Material Adverse Change, in each case
arising out of, based on or resulting from (i) the presence, or release,
or threat of release, of any Materials of Environmental Concern at any
location, whether or not owned by such Person, or (ii) circumstances
forming the basis of any violation, or alleged violation, of any Environmental
Law or Environmental Approval (“Environmental Claim”) (other than
Environmental Claims that have been fully and finally adjudicated or otherwise
determined and all fines, penalties and other costs (including permitted
deductibles), if any, payable by OSG or any of its Subsidiaries in respect
thereof have been paid in full or which are fully covered by insurance);


 


31

















 


(d)           to the best of the Borrowers’ knowledge,
after due investigation, there are no circumstances that would be reasonably
likely to prevent or interfere with such full compliance in the future; and


 


(e)           there is no Environmental Claim pending
or, to the best of the Borrowers’ knowledge, there are no past or present
actions, activities, circumstances, conditions, events or incidents, including,
without limitation, the release, emission, discharge or disposal of any
Materials of Environmental Concern, that could reasonably be expected to form
the basis of any Environmental Claim against such Persons the adverse
disposition of which could reasonably be expected to result in a Material
Adverse Change.


 


7.14  Insurance.  OSG and its Subsidiaries have insured their
properties and assets against such risks and in such amounts as are customary
for companies engaged in similar businesses.


 


7.15  OSG International Not Immune.  OSG International is generally subject to
suit, and neither OSG International nor any of its properties or assets has any
immunity from the jurisdiction of any court or from legal process (whether
through service of process or notice of attachment prior to judgment,
attachment in aid of execution or otherwise) under laws of the Marshall Islands
or any political subdivision thereof.


 


7.16  Binding Obligations.  The Credit Documents constitute or will, when
executed and delivered, constitute the legal, valid and binding obligations of
each Borrower enforceable against such Borrower in accordance with their
respective terms, except to the extent that such enforcement may be limited by
equitable principles, principles of public policy or applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting generally the
enforcement of creditors’ rights.


 


7.17  Filings; Stamp Taxes.  It is not necessary for the legality,
validity, enforceability or admissibility into evidence of the Credit Documents
that any of them or any document relating thereto be registered, filed,
recorded or enrolled with any court or authority in any relevant jurisdiction
or that any stamp, registration or similar taxes be paid on or in relation to
the Credit Documents.


 


7.18  No Default.  No Borrower nor any Subsidiary is in default
under any material agreement by which it is bound, which default might lead to
a Material Adverse Change, or is in default of any Material Financial
Obligation.


 


7.19  Chief Executive Office.  The chief executive office and principal
place of business of each of the Borrowers is located at 666 Third Avenue, New
York, New York 10017.


 


7.20  Foreign Trade Control Regulations.  None of the
transactions contemplated in this Agreement will violate any of the provisions
of the Foreign Assets Control Regulations of the United States of America
(Title 31, Code of Federal Regulations, Chapter V, Part 500, as amended),
any of the provisions of the Cuban Assets Control Regulations of the United
States of America (Title 31, Code of Federal Regulations, Chapter V, Part 515,
as amended), any of the provisions of the Libyan Assets Control Regulations of
the United States of America (Title 31, Code of Federal Regulations, Chapter V,
Part 550, as amended), any of the provisions of the


 


32

















 


Iranian Transaction
Regulations of the United States of America (Title 31, Code of Federal
Regulations, Chapter V, Part 560, as amended), any of the provisions of
the Iraqi Sanctions Regulations (Title 31, Code of Federal Regulations, Chapter
V, Part 575, as amended), any of the provisions of the Federal Republic of
Yugoslavia (Serbia and Montenegro) Assets Control Regulations and Bosnia-Serb
controlled areas of the Republic of Bosnia and Herzegovina (Title 31, Code of
Federal Regulations, Chapter V, Part 585 as amended) or any of the
provisions of the Regulations of the United States of America Governing
Transactions in Foreign Shipping of Merchandise (Title 31, Code of Federal
Regulations, Chapter V, Part 505, as amended).


 


7.21  Compliance with ISM Code and ISPS Code.  Each of the
Borrowers’ and their respective Subsidiaries’ vessels complies with the
requirements of the ISM Code and the ISPS Code in all material respects
including (but not limited to) the maintenance and renewal of valid
certificates pursuant thereto.


 


7.22  Threatened Withdrawal of DOC, SMC or ISSC.  There is no actual or, to the best of the
Borrowers’ knowledge, threatened withdrawal of (a) any document of
compliance (DOC) issued to an Operator in accordance with rule 13 of the
ISM Code in respect of any of the Borrowers’ or their respective Subsidiaries’
vessels (and, for these purposes, the “Operator” of a vessel shall mean the
Person who is concerned with the operation of such vessel and falls within the
definition of “Company” set out in rule 1.1.2 of the ISM Code) or (b) safety
management certificate (SMC) issued in respect of any of the Borrowers’ or
their respective Subsidiaries’ vessels in accordance with rule 13 of the
ISM Code or (c) the international ship security certificate (ISSC) issued
pursuant to the ISPS Code in respect of any of the Borrowers’ or their
respective Subsidiaries’ vessels.


 


7.23  Payment Free of Taxes.  On the Initial Borrowing Date, all payments
made or required to be made by the Borrowers under or pursuant to this
Agreement and the Notes can, subject to each non-U.S. Lender complying with its
obligations under Section 4.04(b), be made free and clear of, and without
deduction or withholding for an account of, any taxes.


 


7.24  No Material Adverse Change.  Since September 30, 2005, with respect
to OSG and its Subsidiaries, there has been no Material Adverse Change.


 


7.25  No Proceedings to Dissolve.  There are no proceedings or actions pending
or contemplated by the Borrowers or, to the best of the Borrowers’ knowledge,
contemplated by any third party, to dissolve or terminate any Borrower.


 


7.26  No Marshall Islands Filing Necessary.  To ensure the enforceability or admissibility
in evidence of each Credit Document, it is not necessary that such Credit
Document be filed or recorded with any court or other authority in the Marshall
Islands or any political subdivision thereof or that any stamp or similar tax
be paid hereon or thereon or in respect hereof or thereof other than in
connection with a proceeding brought to enforce the same.


 


7.27  True and Complete Disclosure.  All factual information (taken as a whole)
furnished by or on behalf of the Borrowers in writing to the Administrative
Agent or any Lender (including, without limitation, all information contained
in the Credit Documents) for purposes of or in connection with this Agreement,
the other Credit Documents or any transaction


 


33

















 


contemplated herein or
therein is, and all other such factual information (taken as a whole) hereafter
furnished by or on behalf of the Borrowers in writing to the Administrative
Agent or any Lender will be, true and accurate in all material respects and not
incomplete by omitting to state any fact necessary to make such information
(taken as a whole) not misleading in any material respect at such time as such
information was provided.


 


7.28  Solvency.  Immediately before and after the Initial
Borrowing Date and each extension of credit hereunder, the Parent and its
Subsidiaries taken as a whole will be Solvent.


 


SECTION 8.  Affirmative Covenants.  Each Borrower hereby covenants and agrees
that on and after the Effective Date and until the Total Commitments and all
Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings,
together with interest, Commitment Commission and all other obligations
incurred hereunder and thereunder, are paid in full:


 


8.01  Financial Statements.  The Borrowers shall deliver to the
Administrative Agent with sufficient copies for each of the Lenders to be
distributed to the Lenders by the Administrative Agent promptly upon receipt
thereof:


 


(a)           as soon as available and in any event
within 90 days after the end of each fiscal year of OSG, (i) a
consolidated balance sheet of OSG and the Subsidiaries (determined without
giving effect to the last sentence of the definition of “Subsidiary”) as of the
end of such fiscal year and the related consolidated statements of income and
retained earnings and cash flows for such fiscal year, setting forth in each
case in comparative form the figures as of the end of and for the previous
fiscal year, complying in all material respects with all applicable rules and
regulations promulgated by the Securities and Exchange Commission, in each case
accompanied by an unqualified opinion of Ernst & Young LLP or other
independent public accountants of nationally recognized standing and (ii) if
there are any Non-Recourse Subsidiaries, an unaudited consolidated balance
sheet of OSG and the Recourse Subsidiaries as of the end of such fiscal year
and the related unaudited consolidated statements of income and retained
earnings and cash flows for such fiscal year, setting forth in each case in
comparative form the figures as of the end of and for the previous fiscal year,
together with a letter from the independent public accountants referred to in
the foregoing clause (i) confirming the mathematical accuracy of such
financial statements and the derivation thereof on a reasonable basis from the
audited financial statements referred to in clause (i) of this subsection (a);


 


(b)           as soon as available and in any event
within 60 days after the end of each of the first three fiscal quarters of each
fiscal year of OSG, (i) an unaudited consolidated balance sheet of OSG and
the Subsidiaries (determined without giving effect to the last sentence of the
definition of “Subsidiary”) as of the end of such fiscal quarter and the
related unaudited consolidated statements of income and retained earnings and
cash flows for such fiscal quarter and for the portion of OSG’s fiscal year
ended at the end of such fiscal quarter, setting forth in each case in
comparative form the figures as of the end of and for the corresponding fiscal
quarter and the corresponding portion of OSG’s previous fiscal year, all
certified (subject to normal year-end adjustments) as to fairness of


 


34

















 


presentation and
compliance in all material respects with all applicable rules and
regulations of the Securities and Exchange Commission with respect to interim
financial statements and consistency by the chief financial officer or the
chief accounting office of OSG and (ii) if there are any Non-Recourse
Subsidiaries, an unaudited consolidated balance sheet of OSG and the Recourse
Subsidiaries as of the end of such fiscal quarter and the related unaudited
consolidated statements of income and retained earnings and cash flows for such
fiscal quarter and for the portion of OSG’s fiscal year ended at the end of
such fiscal quarter, setting forth in each case in comparative form the figures
as of the end of and for the corresponding fiscal quarter and the corresponding
portion of OSG’s previous fiscal year, together with a certificate of the chief
financial officer or chief accounting officer of OSG as to the derivation of
such financial statements from the financial statements referred to in clause (i) of
this subsection (b);


 


(c)           simultaneously with the delivery of each
set of financial statements referred to in clause (a)(i) and (b)(i) above,
a compliance certificate of OSG executed by OSG’s chief financial officer or
chief accounting officer (i) setting forth in reasonable detail the
calculations required to establish whether the Financial Covenants are complied
with as of the last day of the fiscal period covered by such financial
statements, and (ii) stating whether any Default or Event of Default
exists on the date of such certificate and, if any Default or Event of Default
then exists, setting forth the details thereof and the action which the
Borrowers are taking or propose to take with respect thereto;


 


(d)           simultaneously
with the delivery of each set of financial statements referred to in clause (a)(i) above,
a statement of the firm of independent public accountants which reported on
such statements (i) stating whether anything has come to their attention
to cause them to believe that OSG and the Subsidiaries were not in compliance
with any of the Financial Covenants on the date of such statements and (ii) confirming
the calculations set forth in the officer’s certificates delivered
simultaneously therewith pursuant to subsection (c) above or, with
respect to the calculations required to derive the amounts referred to in the
Financial Covenants, verifying the mathematical accuracy of such calculations;


 


(e)           within
three Business Days after the date on which any executive officer of any of the
Borrowers obtains knowledge of (i) any Default or Event of Default, if
such Default or Event of Default is then continuing, or (ii) a Material
Adverse Change or (iii) any action, suit or proceeding of the type
referred to in Section 7.06 hereof, a certificate of the chief financial
officer or the chief accounting officer of each of the Borrowers setting forth
the details thereof and the action which the Borrowers are taking or propose to
take with respect thereto;


 


(f)            promptly
upon the mailing thereof to the shareholders of OSG generally, copies of all
financial statements, reports and proxy statements so mailed;


 


(g)           promptly
upon the filing thereof, copies of all registration statements (other than the
exhibits thereto and any registration statements on Form S-8 or its
equivalent) and reports on Form 10-K, 10-Q and 8-K (or their equivalents)
which OSG shall have filed with the Securities and Exchange Commission;


 


35

















 


(h)           as
soon as possible, (i) copies of all reports and notices which any member
of the ERISA Group or ERISA Affiliate files under ERISA with the Internal
Revenue Service or the Pension Benefit Guaranty Corporation (“PBGC”) or
the U.S. Department of Labor or the sponsor of the Multiemployer Plan or which
any member of the ERISA Group or ERISA Affiliate receives from the PBGC or the
sponsor of a Multiemployer Plan relating to (A) any Termination Event and (B) with
respect to a Multiemployer Plan, any Withdrawal Liability, or any actual or
expected reorganization (within the meaning of Title IV of ERISA) or
termination of a Multiemployer Plan (within the meaning of Title IV of ERISA)
and (C) a certificate of the chief financial officer or chief accounting
officer of OSG setting forth in reasonable detail the calculation of the amount
(to the extent then reasonably determinable) of any liability in connection
with the foregoing;


 


(i)            in
the event of any change in OSG’s fiscal year, OSG shall as soon as possible,
restate such of its consolidated financial statements required to be delivered
under this Section 8.01 for such 12 month period as shall be necessary in
order to permit the calculation of the financial covenants set forth herein;


 


(j)            concurrently
with the delivery of any compliance certificate under this Section 8.01, (x)
a list of vessels more than 50% owned directly or indirectly by the Borrowers
and any of their respective Subsidiaries (which list shall be current as of the
end of each fiscal year and as of the end of each of the first three fiscal
quarters and shall describe (i) each Lien on any such vessel and (ii) the
percentage that each vessel is owned by the Borrowers or any of their
respective Subsidiaries); provided, however, that the Borrowers
shall update such list as soon as practicable (and in any event within 15
Business Days) in the event that there is a change of 10% or more (by number of
vessels) in the Borrowers’ fleet of vessels and (y) a list of the Closing Date
Assets owned directly or indirectly by the Borrowers and any of their
respective Subsidiaries (which list shall be current as of the end of each
fiscal year and as of the end of each of the first three fiscal quarters and
shall describe (i)  the Book Value of such assets and (ii) the Book
Value of such assets that secure Indebtedness of the Borrowers or any of their
respective Subsidiaries); and


 


(k)           from
time to time such additional information regarding the financial position,
results of operations, business or prospects of OSG and the Subsidiaries as the
Administrative Agent, at the request of any Lender, may reasonably request.


 


8.02  Books, Records and Inspections.  (a)  Each of the Borrowers shall keep proper books and
record of all transactions relating to the business activities of the Borrowers
made until all obligations under this Agreement have been satisfied in full.


 


(b)           Each of the Borrowers shall allow any
representative or representatives designated by any Lender, at the risk and
expense of such Lender and during normal business hours, subject to applicable
laws and regulations, to visit and inspect any properties of the Borrowers or
their respective Subsidiaries, and, on prior reasonable notice, to examine the
Borrowers’ or Subsidiaries’ books of account, records, reports and other papers
(and to make copies thereof and to take extracts therefrom) and to discuss
their affairs, finances and accounts


 


36

















 


with the Borrowers’ and
Subsidiaries’ officers and executive employees all at such reasonable times and
as often as such Lender reasonably requests.


 


8.03  Maintenance of Assets.  Each of the Borrowers shall maintain and
keep, and procure that each of its Subsidiaries shall maintain and keep, all
properties used or useful in the conduct of their respective business in good
condition, repair and working order (ordinary wear and tear excepted) and
supplied with all necessary equipment and will make, or cause to be made, all
necessary repairs, renewals and replacements thereof so that the business
carried on in connection therewith and every material portion thereof may be
properly conducted at all times except where the failure to do so would not be
reasonably likely to result in a Material Adverse Change.


 


8.04  Preservation of Corporate Existence, etc.  OSG shall preserve and maintain, and shall
cause each of the Subsidiaries to preserve and maintain, its corporate
existence, rights (charter and statutory) and franchises; provided that, none
of OSG nor any Subsidiary shall be required to preserve any right or franchise,
and no Subsidiary (other than OSG Bulk and OSG International) shall be required
to maintain its corporate existence if the Board of Directors of OSG or the
Subsidiary shall determine that the preservation thereof is no longer desirable
in the conduct of the business of OSG or such Subsidiary, as the case may be,
and that the loss thereof is not disadvantageous in any material respect to OSG,
OSG and its Subsidiaries on a consolidated basis or the Lenders with respect to
their rights hereunder and provided further that OSG Bulk and OSG International
may be dissolved provided that all of the assets of OSG Bulk and OSG
International, as the case may be, shall be distributed to OSG.


 


8.05  Consents.  The Borrowers shall without prejudice to the
representations and warranties set forth in Section 7 and the other
covenants in this Section 8, obtain every consent applicable to it and do
all other acts and things which may from time to time be necessary for the
continued due performance of all its obligations under the Credit Documents.


 


8.06  Environmental Matters.  The Borrowers shall promptly upon the
occurrence of any of the following conditions, provide to the Administrative
Agent (which shall promptly furnish a copy thereof to each Lender) a
certificate of an executive officer of OSG, specifying in detail the nature of
such condition and its proposed response or the response of its Environmental Affiliates:
 (i) its receipt or the receipt by
any of the Subsidiaries or any of their Environmental Affiliates of any
communication whatsoever that alleges that such person is not in compliance
with any applicable Environmental Law or Environmental Approval, if such
non-compliance could reasonably be expected to result in a Material Adverse
Change, (ii) knowledge by it, any of the Subsidiaries or any of their
Environmental Affiliates that there exists any Environmental Claim pending or
threatened against any such person, which could reasonably be expected to
result in a Material Adverse Change, or (iii) any release, emission,
discharge or disposal of any material that could form the basis of any
Environmental Claim against it, any of the Subsidiaries or any of their
Environmental Affiliates if such Environmental Claim could reasonably be
expected to result in a Material Adverse Change.  Upon the written request by the
Administrative Agent, the Borrowers will submit to the Lenders at reasonable
intervals, a report providing an update of the status of any issue or claim
identified in any notice or certificate required pursuant to this subsection.


 


37

















 


8.07  Payment of Obligations.  Each Borrower shall pay and discharge, or
cause to be paid and discharged, or shall cause each Subsidiary to pay and
discharge at or before maturity, all their respective obligations and
liabilities, including, without limitation, all taxes, assessments and
governmental charges or levies imposed upon them, the Subsidiaries or their
respective income or property prior to the date upon which penalties attach
thereto which, if not paid, could reasonably be expected to result, either
singularly or in the aggregate, in a Material Adverse Change; provided, however,
that the Borrowers shall not be required to pay and discharge, or cause to be
paid and discharged, any such obligation, liability, tax, assessment, charge or
levy so long as the legality thereof shall be contested in good faith and by appropriate
proceedings and they or the relevant Subsidiary or Subsidiaries shall maintain
in accordance with GAAP appropriate reserves with respect thereto.


 


8.08  Compliance with Agreements, Statutes, etc.  Each of the Borrowers shall do or cause to be
done all things necessary to comply with all material contracts or agreements
to which any of the Borrowers is a party, and all laws and the rules and
regulations thereunder, applicable to the Borrowers or any of the Subsidiaries
or their conduct of their business including, without limitation, those laws, rules and
regulations relating to employee benefit plans and environmental matters except
where the failure to do so would not be reasonably likely to result in a
Material Adverse Change.


 


8.09  Performance of Agreement.  Each of the Borrowers shall duly perform and
observe the terms of the Credit Documents to which it is a party.


 


8.10  Notice of Default.  Each of the Borrowers shall inform the
Administrative Agent (which shall promptly, and in any event within three
Business Days, notify the Lenders) of the occurrence of (i) any Default or
Event of Default, (ii) any litigation or governmental proceeding pending
or threatened against OSG or any Subsidiary which in any manner draws into
question the validity or enforceability of any Credit Document or which could
reasonably be expected to result in a Material Adverse Change and (iii) any
other event or condition of which it becomes aware which is reasonably likely
to result in a Material Adverse Change, in each case, promptly, and in any
event within three Business Days after becoming aware of the occurrence
thereof.


 


8.11  Rating Change.  Each of the Borrowers shall within 72
hours after any officer of OSG becomes aware of any change in the rating by
Moody’s or S&P of OSG’s publicly-traded senior unsecured long-term debt
securities, give notice of such change to the Administrative Agent.


 


8.12  Insurance.  Each of the Borrowers shall cause each
Subsidiary, determined without giving effect to the last sentence of the
definition of Subsidiary, to maintain and use its best efforts to cause each
Joint Venture to maintain, with financially sound and reputable insurance
companies (which may include protection and indemnity clubs) (i) in the
case of OSG or any such Subsidiary or Joint Venture which engages in any
Shipping and Related Businesses or in any business in products related to oil,
including without limitation, owning, leasing or chartering any ship engaged in
the transport of oil or related products, oil pollution insurance covering
risks in the maximum amount available in accordance with standard industry
practice or, if such insurance is not available at reasonable cost after taking
into account the level of


 


38

















 


exposure to which OSG,
the Subsidiaries and the Joint Ventures may be subject, such other amounts as
are usually insured against by companies of established repute engaged in the
same or similar business from time to time and (ii) such other insurance on
all their respective properties in at least such amounts as are usually insured
against by companies of established repute engaged in the same or similar
business from time to time.


 


8.13  Shipping Management.  Each of the Borrowers shall at all times cause
all vessels owned by the Borrowers and their Subsidiaries to be managed by one
or more of the following shipping management companies (or another shipping
management company acceptable to the Administrative Agent):


 


(a)           OSG or any Subsidiary or affiliate of OSG,
including OSG Ship Management, Inc., OSG Ship Management (UK) Ltd and OSG
Ship Management GR Ltd;


 


(b)           V Ships Ltd.;


 


(c)           Thome Ship Management
Pte Ltd.;


 


(d)           Barber Ship Management
International Ltd.;


 


(e)           Columbia Ship
Management;


 


(f)            Dorchester Maritime
Ltd.;


 


(g)           Anglo Eastern Ship
Management; or


 


(h)           Hanseatic Shipping Co.
Ltd.


 


8.14  Book Value.  Each of the Borrowers shall at all times use
valuation procedures to determine Book Value which are consistent with GAAP
consistently applied.


 


8.15  Exchange Listing.  OSG shall remain listed on the New York Stock
Exchange, NASDAQ or such other exchange as is satisfactory to the Lenders.


 


8.16  Ownership of OSG Bulk and OSG
International.  The Borrowers shall
except as otherwise contemplated herein, cause each of OSG Bulk and OSG
International to be direct or indirect wholly-owned Subsidiaries of OSG (excluding
only director’s qualifying shares).


 


8.17  Agent for Service of Process.  OSG shall cause OSG International to maintain
at all times OSG Ship Management, Inc., or another agent reasonably acceptable
to the Administrative Agent, as its agent for service of process in the State
of New York and shall cause any other such agent to execute and deliver to OSG
and the Administrative Agent a letter in form and substance reasonably
satisfactory to the Administrative Agent, accepting such agency, prior to or
concurrently with such other agent’s acceptance of its appointment as agent for
service of process for OSG International.


 


39

















 


SECTION 9.  Negative Covenants.  The Borrowers hereby covenant and agree that
on and after the Initial Borrowing Date and until all Commitments and all
Letters of Credit have terminated and the Loans, Notes and Unpaid Drawings, together
with interest, Commitment Commission and all other Obligations incurred
hereunder and thereunder, are paid in full:


 


9.01  Liens. 
The Borrowers will not, and will not permit any of their Subsidiaries
to, create, incur, assume or suffer to exist any Lien upon or with respect to
any property or assets (real or personal, tangible or intangible) whether now
owned or hereafter acquired, or sell any such property or assets subject to an
understanding or agreement, contingent or otherwise, to repurchase such
property or assets (including sales of accounts receivable with recourse to the
Borrowers or any of their respective Subsidiaries), or assign any right to
receive income or knowingly permit the filing of any financing statement under
the UCC or by way of security any other similar notice of Lien under any
similar recording or notice statute; provided that the provisions of
this Section 9.01 shall not prevent the creation, incurrence, assumption
or existence of the following (Liens described below are herein referred to as “Permitted
Liens”):


 


(i)            Statutory and other like Liens arising in
the ordinary course of business unrelated to borrowed money and securing
obligations not yet delinquent or which are being contested in good faith by
appropriate proceedings and for which adequate reserves have been established;


 


(ii)           Liens arising from judgments, decrees or
attachments not covered by insurance, so long as the obligations in connection
therewith do not exceed $30,000,000;


 


(iii)          Liens in existence on the Effective Date
which are listed, and the property subject thereto described, in Schedule IV,
provided that the aggregate principal amount of the Indebtedness, if any,
secured by such Liens does not increase from that amount outstanding on the
Effective Date, less any repayments of principal thereof; and


 


(iv)          other Liens incurred after the Effective
Date provided the Parent and its Subsidiaries are in pro forma compliance with
the Financial Covenants and the covenant described in Section 9.04(b) below
after giving effect to the incurrence thereof.


 


In connection with the
granting of Liens described above in this Section 9.01 by the Borrowers or
any of their Subsidiaries, the Administrative Agent shall be authorized to take
any actions deemed appropriate by it in connection therewith.


 


9.02  Consolidation, Merger, Sale of Assets,
etc.  (i)  Subject to the last
proviso to section 8.04, none of the Borrowers will wind up, liquidate or
dissolve its affairs or convey, sell, lease or otherwise dispose of all or substantially
all of its consolidated assets (or agree to do any of the foregoing at any
future time) and (ii) the Borrowers will not, and will not permit any of
their respective Subsidiaries to enter into any transaction of merger or
consolidation, (or agree to do any of the foregoing at any future time) unless:


 


(i)            at the time of such consolidation or
merger and after giving effect thereto, no Default or Event of Default shall
have occurred and be continuing;


 


40

















 


(ii)           the surviving entity shall assume all
liabilities and obligations of the parties thereto, provided that (a) the
Borrowers shall have provided to the Administrative Agent not less than 10
Business Days prior to such consolidation or merger (1) a certificate
declaring that no Default or Event of Default exists or would exist or would
result from the intended consolidation or merger and (2) pro forma
financial statements of the surviving entity together with a compliance
certificate demonstrating compliance with all the Financial Covenants; and (b) the
surviving entity shall have made to the Lenders the same representations and
warranties as were made by the Borrowers in this Agreement; and


 


(iii)          in the case of a merger or consolidation
of the Parent, the surviving entity must be organized under the laws of a
jurisdiction which will not result in the making or maintenance of credit under
this Agreement by any Lender being illegal.


 


9.03  Sale and Leaseback Transactions.  The Borrowers will not, and will not permit
any Subsidiary to, enter into any Sale and Leaseback Transaction unless (i) no
Default or Event of Default exists or would result therefrom and (ii) the
Parent and its Subsidiaries will remain in pro forma compliance with the
Financial Covenants and the covenants set forth in Section 9.04(b) below
after giving effect thereto.


 


9.04  Indebtedness.  (a)  The Borrowers will not, and will
not permit any of their Subsidiaries to, contract, create, incur, assume or
suffer to exist any Indebtedness except:


 


(i)            Indebtedness incurred pursuant to this
Agreement and the other Credit Documents;


 


(ii)           Indebtedness of the Parent and its
Subsidiaries so long as (x) the Parent and its Subsidiaries are in pro forma
compliance with the Financial Covenants after giving effect to the incurrence
thereof and (y) no Default or Event of Default exists at the time of incurrence
thereof or would result therefrom (it being understood that any Indebtedness of
a Subsidiary existing at the time such Subsidiary is acquired will be deemed to
be incurred at the time of such acquisition);


 


(iii)          Indebtedness outstanding on the Initial
Borrowing Date as listed on Schedule V hereto;


 


(iv)          Unsecured loans and advances among the
Borrowers and their Subsidiaries; provided that any loans or advances
owed by a Borrower will be subordinated to the obligations owed under this
Agreement; and


 


(v)           Indebtedness of the Parent or any of its
Subsidiaries under performance guaranties and standby letters of credit issued
in the ordinary course of business, in each case not supporting Indebtedness.


 


(b)           Notwithstanding
clause (a) above, neither the Borrowers nor any of their Subsidiaries
shall incur any Indebtedness secured by any Closing Date Assets if after giving
effect to such incurrence, the aggregate Book Value of the Closing Date Assets
which secure Indebtedness exceeds 30% of the aggregate Book Value of the
Closing Date Assets which are


 


41

















 


owned by the Borrowers and their Subsidiaries on the
date of such incurrence.  For purposes of this clause (b), Closing Date
Assets owned by a Subsidiary which has incurred Indebtedness, or the stock or
obligations of which have been assigned to secure Indebtedness (directly or
indirectly), shall be deemed to secure Indebtedness and shall have a Book
Value equal to the lesser of (x) two times of the amount of such Indebtedness
and (y) the aggregate Book Value of such Closing Date Assets.


 


9.05  Investments in Joint Ventures.  The Borrowers will not, and will not permit
any Subsidiary to, make any Investment in any Joint Venture (other than a Joint
Venture substantially all of the business of which is the LNG business) on any
date if, immediately after giving effect to such Investment, the aggregate
amount of all such Investments made by OSG and its Subsidiaries after September 30,
2005 would exceed 30% of Total Assets based on the most recent consolidated
balance sheet of OSG (it being understand that at the time any Subsidiary
ceases to be a Subsidiary, any remaining Investment in such Person held by the
Borrowers and its Subsidiaries will be deemed an Investment in a Joint Venture
in an amount equal to the Book Value of such remaining Investment).


 


9.06  Transactions with Affiliates.  The Borrowers will not, and will not permit
any Subsidiary to, enter into or become party to any material transaction or
arrangement with any Affiliate (including, without limitation, the purchase
from, sale to or exchange of property with, or the rendering of any service by
or for, any Affiliate), except pursuant to the reasonable requirements of such
Borrower’s or Subsidiary’s business and upon terms which are fair and
reasonable and in the best interests of such Borrower or such Subsidiary.


 


9.07  Maximum Leverage.  OSG shall not permit the ratio of Funded
Indebtedness to Total Capitalization on the last day of any fiscal quarter to
be greater than 0.60 to 1.00.


 


9.08  Minimum Net Worth.  OSG shall not permit Tangible Net Worth on
the last day of any fiscal quarter to be less than $1,200,000,000.


 


9.09  Minimum Unencumbered Assets.  OSG shall not permit the ratio of
Unencumbered Tangible Assets to Unsecured Debt on the last day of any fiscal
quarter to be less than 1.5 to 1.0.


 


9.10  Other Limitations.  OSG will not (i) change its fiscal year
end or (ii) materially alter the nature of the business undertaken by it
and its Subsidiaries (taken as a whole) as at the Effective Date, in either
case, without the Required Lenders’ prior written approval.


 


SECTION 10.  Events of Default.  Upon the occurrence of any of the following
specified events (each an “Event of Default”):


 


10.01  Payments.  (a)  Any non-payment of principal due
under this Agreement or any Note on the due date therefore, unless failure to
pay is caused by administrative or technical error and payment is made within
three Business Days or the due date; or


 


(b)           Any non-payment of interest or any other
amount (other than principal) due under this Agreement or any Note within three
Business Days of the due date therefor; or


 


42

















 


10.02  Representations, etc.  Any representation, warranty or other
statement made by any Borrower in this Agreement or in any other instrument,
document or other agreement delivered in connection therewith proves to have
been untrue or misleading in any material respect as at the date as of which it
was made, unless circumstances giving rise to such misrepresentation are
capable of remedy and are remedied within 15 days after the earlier of the
Administrative Agent giving notice to OSG requiring such remedy and the
relevant Borrower becoming aware of the misrepresentation; or


 


10.03  Covenants.  (a)  One or more of the Borrowers
defaults in the performance or observance of the covenants contained in Sections
8.10 or 8.13; or


 


(b)           OSG defaults in the performance or
observance of any Financial Covenant; or


 


(c)           One or more of the Borrowers defaults in
the performance of any term, covenant or agreement contained in this Agreement
or in the Notes, or in any other instrument, document or other agreement
delivered in connection therewith, in each case other than an Event of Default
referred to elsewhere in this Section 10, and such default continues
unremedied for a period of 15 days after written notice thereof has been given
to the Borrowers by the Administrative Agent at the request of any Lender
unless the Borrowers are diligently pursuing a remedy of such Default provided
such Default is, in the determination of the Lenders capable of being remedied
within a reasonable period of time (and in any event within 15 days) without
adversely affecting the Lenders’ rights hereunder or under the Notes and such
Default is in fact so remedied; or


 


10.04  Default Under Other Agreements.  Any Borrower or any Subsidiary defaults under
(i) any Material Financial Obligation or (ii) any other material
contract or agreement to which it is a party or by which it is bound and, in
the case of this (ii), such default could reasonably be expected to result in a
Material Adverse Change or any event or condition occurs that enables or
permits (with or without the giving or notice of the lapse of time, or both)
the holder or holders of Material Financial Obligations of OSG or any
Subsidiary or any agent or trustee on their behalf to accelerate Indebtedness;
or


 


10.05  Bankruptcy, etc.  Any of the Borrowers or Material Subsidiaries
commences any proceedings relating to any substantial portion of its property
under any reorganisation, arrangement or readjustment of debt, dissolution,
winding up, adjustment, composition, bankruptcy or liquidation law or statute
of any jurisdiction, whether now or hereafter in effect (a “Proceeding”),
or there is commenced against any thereof any Proceeding and such Proceeding
remains undismissed or unstayed for a period of 60 days; or any thereof by any
act indicates consent to or approval of or acquiescence in any Proceeding or to
the appointment of any receiver, trustee, liquidator or sequestrator of, or
for, itself or any substantial portion of its property; or


 


10.06  ERISA. 
Any member of the ERISA Group or any ERISA Affiliate shall (i) fail
to pay when due an amount or amounts aggregating in excess of $5,000,000 which
it or they shall have become liable to pay under Title IV of ERISA or (ii) any
member of the ERISA Group or any ERISA Affiliate, individually or collectively,
shall incur, or shall reasonably


 


43

















 


expect to incur, any
Withdrawal Liability or liability upon the happening of a Termination Event and
the aggregate of all such Withdrawal Liabilities and such other liabilities
shall be in excess of $30,000,000; or


 


10.07  Judgments.  Any judgment or order is made the effect of
which would be to render invalid this Agreement or the Notes or any material
provision thereof or any Borrower asserts that any such agreement or provision
thereof is invalid; or judgments or orders for the payment of money in excess
of $30,000,000 in the aggregate for OSG and all Subsidiaries (or its equivalent
in any other currency) shall be rendered against OSG and/or any of the
Subsidiaries and such judgments or orders shall continue unsatisfied and
unstayed for a period of 30 consecutive days and action shall legally be taken
by the judgment creditor to attach or levy upon assets of OSG or its Subsidiary
to enforce such judgment; or


 


10.08  Impossibility, Illegality.  It becomes impossible or unlawful for the
Borrowers to fulfil any of the covenants and obligations contained in this
Agreement or in the Notes, or for any of the Lenders to exercise any of the
rights vested in any of them under this Agreement or the Notes and such
impossibility or illegality, in the reasonable opinion of such Lender, will
have a Material Adverse Change on any of its rights under this Agreement or the
Notes or on any of its rights to enforce any thereof; or


 


10.09  Inability to Pay Debts.  Any Borrower or Material
Subsidiary is unable to pay or admits its inability to pay its debts as they
fall due or a moratorium shall be declared in respect of any Indebtedness of
any thereof;


 


then, and in any
such event, and at any time thereafter, if any Event of Default shall then be
continuing, the Administrative Agent, upon the written request of the Required
Lenders, shall by written notice to the Borrowers, take any or all of the
following actions, without prejudice to the rights of the Administrative Agent,
any Lender or the holder of any Note to enforce its claims against any Credit
Party (provided that, if an Event of Default specified in Section 10.05
shall occur, the result which would occur upon the giving of written notice by
the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below
shall occur automatically without the giving of any such notice):  (i) declare the Total Commitments
terminated, whereupon all Commitments of each Lender shall forthwith terminate
immediately and any Commitment Commission shall forthwith become due and
payable without any other notice of any kind; (ii) declare the principal
of and any accrued interest in respect of all Loans and the Notes and all
Obligations owing hereunder and thereunder to be, whereupon the same shall
become, forthwith due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate
any Letter of Credit that may be terminated in accordance with its terms; and (iv) direct
the Borrowers to pay (and the Borrowers jointly and severally agree that upon
receipt of such notice, or upon the occurrence and during the continuance of an
Event of Default specified in Section 10.05, it will pay) to the
Administrative Agent at the Payment Office such additional amount of cash, to
be held as security by the Administrative Agent, as is equal to the aggregate
Stated Amount of all Letters of Credit issued for the Borrowers.


 


44

















 


SECTION 11.  Definitions and Accounting Terms.


 


11.01  Defined Terms.  As used in this Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):


 


“Administrative Agent”
shall have the meaning provided in the first paragraph of this Agreement, and
shall include any successor thereto.


 


“Additional Cost Rate”
shall have the meaning provided in Schedule VI hereto.


 


“Affiliate” shall
mean, with respect to any Person, (i) any Person that directly, or
indirectly through one or more intermediaries, Controls such Person (a “Controlling
Person”) or (ii) any Person (other than such Person or a Subsidiary of
such Person) which is Controlled by or is under common Control with a
Controlling Person and, for these purposes, “Control” shall mean, the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by contract or otherwise (and “Controls”
and “Controlled” shall be construed accordingly).


 


“Agents” shall
mean, collectively, the Administrative Agent and the Documentation Agent,
Bookrunners and Lead Arrangers as described on the cover page hereto.


 


“Aggregate RL Exposure”
shall mean, at any time, the sum of (i) the aggregate principal amount of
all Revolving Loans then outstanding (for this purpose, using the Dollar
Equivalent of each Alternate Currency Revolving Loan then outstanding), (ii) the
aggregate amount of all Letter of Credit Outstandings at such time, and (iii) the
aggregate principal amount of all Swingline Loans then outstanding.


 


“Agreement” shall
mean this Credit Agreement, as modified, supplemented, amended or restated from
time to time.


 


“Alternate Currency”
shall mean each of Euros, British Pound Sterling, Swiss Francs and Japanese
Yen.


 


“Alternate Currency
Revolving Loans” shall mean each Revolving Loan denominated in an Alternate
Currency.


 


“Alternate Currency
Sublimit” shall mean an amount equal to 50% of the Total Commitment as then
in effect.


 


“Applicable Margin”
shall mean a percentage per annum equal to (i) 0.70% for the period from
the Effective Date until the fifth anniversary of the Effective Date and (ii) 0.75%
for the period on and from and after the fifth anniversary of the Effective
Date.


 


“Assignment and
Assumption Agreement” shall mean the Assignment and Assumption Agreement
substantially in the form of Exhibit F (appropriately complete).


 


45

















 


“Associated Costs Rate”
shall mean the percentage rate per annum to be charged in addition to the
interest rate which is intended to compensate each Lender for the cost to such
Lender of compliance with (a) the cash ratios and special deposit
requirements of the Bank of England and/or the banking supervision or other
costs imposed by the UK Financial Services Authority (or in either case, any
other authority which replaces all or any of its functions), determined in
accordance with Schedule VI hereto, and (b) any reserve asset
requirements of the European Central Bank.


 


“Attributable Debt”
shall mean, as of the date of any determination thereof, in connection with any
Sale and Leaseback Transaction which is not permitted pursuant to this
Agreement, the lesser of (i) the sum of the Fair Market Value of any
vessels subject to such transaction and the fair market value of any non-vessel
assets subject to such transaction or (ii) the present value (computed in
accordance with GAAP at the imputed rate of interest used in such transaction)
of the obligation of a lessee in such transaction for Rentals during the
remaining term of any lease (including any period for which such lease has been
extended or may, at the option of the lessor, be extended).


 


“Bankruptcy Code”
shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now or
hereafter in effect, or any successor thereto.


 


“Book Value” shall
mean, as of the date of any determination thereof, for any asset of OSG or any
of its Subsidiaries, the value at which such asset is recorded and reported by
OSG in its consolidated financial statements in accordance with GAAP,
consistently applied.


 


“Borrower” shall
have the meaning provided in the first paragraph of this Agreement.


 


“Borrowing” shall
mean the borrowing of Loans from all the Lenders (other than any Lender which
has not funded its share of a Borrowing in accordance with this Agreement)
having Commitments on a given date having, in the case of Loans, the same
Interest Period.


 


“Borrowing Date”
shall mean the Initial Borrowing Date and each date on or after the Initial
Borrowing Date and prior to the Final Maturity Date on which a Borrowing
occurs.


 


“Business Day” shall
mean a day (other than a Saturday or Sunday) on which banks are open for
general business in New York and: (a) in relation to any date for payment or purchase of Sterling,
London; (b) in relation to any date for payment or purchase of Yen,
Tokyo; (c) in relation to any date for payment or purchase of euro, any
TARGET Day; or (d) in relation to any date for payment or purchase of Swiss
Francs, Zurich.


 


“Capitalized Lease”
of any Person shall mean any lease or other arrangement conveying the right to
use real or personal property where the obligations for Rentals are required to
be capitalized on a balance sheet of the lessee in accordance with GAAP.


 


“Capitalized Rentals”
of any Person shall mean, as of the date of any determination thereof, the
capitalized amount of all Rentals due and to become due under all Capitalized
Leases of such Person, as lessee, reflected as a liability on the balance sheet
of such Person.


 


46

















 


“Cash Equivalents”
shall mean (i) securities issued or directly and fully guaranteed or insured
by the United States of America or any agency or instrumentality thereof (provided
that the full faith and credit of the United States of America is pledged in
support thereof), and (ii) time deposits, certificates of deposit or
deposits in the interbank market of any commercial bank of recognized standing
organized under the laws of the United States of America, any state thereof or
any foreign jurisdiction having capital and surplus in excess of $500,000,000,
and rated at least A or the equivalent thereof by S&P in respect of (ii) above,
in each case having maturities of less than three months from the date of
acquisition.


 


“Change
of Control” shall mean, the occurrence of any of the following events:


 


(i)            any “person”
(as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and
13d-5 under the Exchange Act, except that for purposes of this clause (i) such
person shall be deemed to have “beneficial ownership” of all shares that any
such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 50% of the total voting power of the Parent’s voting stock;


 


(ii)           the
replacement of a majority of the Board of Directors of the Parent over a
two-year period from the directors who constituted the Board of Directors of
the Parent at the beginning of such period, and such replacement shall not have
been approved by a vote of at least a majority of the Board of Directors of the
Parent then still in office who either were members of such Board of Directors
at the beginning of such period or whose election as members of such Board of
Directors was previously so approved;


 


(iii)          the
adoption of a plan relating to the Parent’s liquidation or dissolution; or


 


(iv)          the Parent merges or consolidates with or
into another Person or another Person merges with or into the Parent, or the
sale of all or substantially all the Parent’s assets (determined on a consolidated
basis) to another Person other than a transaction following which (A) in
the case of a merger or consolidation transaction, holders of securities that
represented 100% of the Parent’s voting stock immediately prior to such
transaction (or other securities into which such securities are converted as
part of such merger or consolidation transaction) own directly or indirectly at
least a majority of the voting power of the voting stock of the surviving
Person in such merger or consolidation transaction immediately after such
transaction and (B) in the case of a sale of assets transaction, each
transferee becomes an obligor in respect of the debt securities and a
Subsidiary of the transferor of such assets.


 


“Closing Date Assets”
shall mean assets owned, directly or indirectly by the Borrowers and their
Subsidiaries as of December 31, 2005 other than “Investments in Joint
Ventures” and “Intangible Assets”, as reflected on OSG’s consolidated balance
sheet as at such date; provided  that on any date for the determination
thereof, (i) current assets shall be deemed to be Closing Date Assets to
the extent the aggregate Book Value thereof on such date is $390,000,000 or
less, (ii) assets that are not wholly-owned by the Borrowers or their
Subsidiaries shall be valued by multiplying the Book Value of such assets by
the ownership percentage of the 


 


47

















 


Borrowers or their
Subsidiaries in such asset and (iii) following the Initial Borrowing Date
with the prior written consent of the Administrative Agent (which consent will
not be unreasonably withheld or delayed), OSG may substitute the Book Value of
Closing Date Assets with the Book Value of Substitute Assets for purposes of
determining compliance with Section 9.04(b). On the Effective Date, Closing
Date Assets include, without limitation, the vessels listed on Schedule VII
hereto.


 


“Code” shall mean
the Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated and rulings issued thereunder.  Section references to the Code are to
the Code, as in effect at the date of this Agreement and any subsequent
provisions of the Code, amendatory thereof, supplemental thereto or substituted
therefor.


 


“Commitment” shall
mean, for each Lender, the amount set forth opposite such Lender’s name in Schedule I
hereto as the same may be (x) reduced from time to time pursuant to Sections
3.02, 3.03, 4.02 and/or 10 or (y) adjusted from time to time as a result
of assignments to or from such Lender pursuant to Section 1.12 or
13.04(b).


 


“Commitment Commission”
shall have the meaning provided in Section 3.01(a).


 


“Contingent
Obligations” shall mean, as to any Person, any obligation of such Person
guaranteeing or intending to guarantee any Indebtedness of any other Person
(the “primary obligor”) in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not
contingent, (a) to purchase any such Indebtedness or any property
constituting direct or indirect security therefor, (b) to advance or
supply funds (i) for the purchase or payment of any such Indebtedness or (ii) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such Indebtedness of the ability of the primary obligor to
make payment of such Indebtedness or (d) otherwise to assure or hold
harmless the owner of such Indebtedness against loss in respect thereof, provided,
however, that the term Contingent Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business.  The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the Indebtedness in respect of which such Contingent Obligation is
made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith.


 


“Credit
Documents” shall mean this Agreement and each Note.


 


“Credit
Event” shall mean the making of any Loan or the issuance of any Letter of
Credit.


 


“Credit
Party” shall mean the Borrowers and any other Subsidiary of the Parent
which at any time executes and delivers any Credit Document.


 


“Default” shall
mean any event, act or condition which with notice or lapse of time, or both,
would constitute an Event of Default.


 


48

















 


“Default Rate”
shall have the meaning set forth in Section 1.07(c).


 


“Defaulting Lender”
shall mean any Lender with respect to which a Lender Default is in effect.


 


“Derivatives
Obligations” shall mean, as to any Person, any obligation of such Person in
respect of any rate swap transaction, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collar transaction, currency swap
transaction, cross-currency rate swap transaction, currency option or any other
similar transaction (including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions.


 


“Dollar Equivalent”
shall mean, at any time for the determination thereof, with respect to an
amount of an Alternate Currency (or another foreign currency), the amount of
Dollars which could be purchased with such amount of such Alternate Currency
(or such other foreign currency, as applicable) at the spot exchange rate
therefor as quoted by the Administrative Agent as of 11:00 A.M. (Local
Time) on the date two Business Days prior to the date of any determination
thereof for purchase on such date; provided, however, that for
purposes of (i) determining compliance with Sections 1.01(a), 1.01(b),
2.01(c), 4.01 and 4.02(a) and (ii) calculating Fees pursuant to Section 3.01,
the Dollar Equivalent of any amounts denominated in (or with respect to) an
Alternate Currency shall be revalued on a monthly basis using the spot exchange
rates therefor as quoted in the Wall Street Journal (or, if same does not
provide such exchange rates, on such other basis as is satisfactory to the
Administrative Agent) on the first Business Day of each calendar month,
although if, at any time during a calendar month, the Aggregate RL Exposure
(for the purposes of the determination thereof, using the Dollar Equivalent as
recalculated based on the spot exchange rate therefor as quoted in the Wall
Street Journal (or, if same does not provide such exchange rates, on such other
basis as is satisfactory to the Administrative Agent) on the respective date of
determination pursuant to this exception) would exceed 85% of the Total
Commitment as then in effect, then at the discretion of the Administrative
Agent or at the request of the Required Lenders, the Dollar Equivalent shall be
reset based upon the spot exchange rates on such date as quoted in the Wall
Street Journal (or, if same does not provide such exchange rates, on such other
basis as is satisfactory to the Administrative Agent), which rates shall remain
in effect until the first Business Day of the immediately succeeding calendar
month or such earlier date, if any, as the rate is reset.  Notwithstanding anything to the contrary
contained in this definition, at any time that a Default or an Event of Default
then exists, the Administrative Agent may revalue the Dollar Equivalent of any
amounts outstanding under the Credit Documents in an Alternate Currency in its
sole discretion.  The Administrative
Agent shall promptly notify OSG and each Lender of each determination of the Dollar
Equivalent for each outstanding Alternate Currency Revolving Loan.


 


“Dollar Revolving Loan”
shall mean all Revolving Loans incurred in Dollars.


 


“Dollars” and the
sign “$” shall each mean lawful money of the United States.


 


“Drawing” has the
meaning provided in Section 2.04(b).


 


49

















 


“Effective Date”
shall have the meaning provided in Section 13.10.


 


“Eligible Transferee”
shall mean and include a commercial bank, insurance company, financial
institution, fund or other Person which regularly purchases interests in loans
or extensions of credit of the types made pursuant to this Agreement, any other
Person which would constitute a “qualified institutional buyer” within the
meaning of Rule 144A under the Securities Act as in effect on the
Effective Date or other “accredited investor” (as defined in Regulation D of
the Securities Act).


 


“EMU Legislation”
shall mean the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European
currency.


 


“Environmental
Affiliate” shall mean any person or entity whose liability for
Environmental Claims has been assumed by contract or operation of law by OSG or
any of the Subsidiaries.


 


“Environmental
Approvals” shall have the meaning set forth in Section 7.13(b).


 


“Environmental Claim”
shall have the meaning set forth in Section 7.13(c).


 


“Environmental Law”
shall have the meaning set forth in Section 7.13(a).


 


“Environmental Release”
shall mean any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, disposing or migration
into the environment.


 


“ERISA” shall mean
the Employee Retirement Income Security Act of 1974, as amended from time to
time, and the regulations promulgated and rulings issued thereunder.  Section references to ERISA are to
ERISA, as in effect at the date of this Agreement and any subsequent provisions
of ERISA, amendatory thereof, supplemental thereto or substituted therefor.


 


“ERISA Affiliate”
shall mean a trade or business (whether or not incorporated) which is under
common control with any Borrower within the meaning of Sections 414(b), (c),
(m) or (o) of the Code.


 


“ERISA Group”
shall mean OSG and its Subsidiaries.


 


“Event of Default”
shall have the meaning provided in Section 10.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


“Facing Fee” shall
have the meaning provided in Section 3.01(c).


 


“Fair Market Value”
shall mean, in respect of any vessel, the average of two sets of appraised
values of such vessel as determined by two independent brokers chosen from a
list of brokers to be agreed, such vessel to be valued on a stand alone basis,
free and clear of any liens, charters or other encumbrances and with no value
given to any pooling arrangements.  One


 


50

















 


broker shall be
selected by the Borrowers and one broker shall be selected by the
Administrative Agent.  No appraisal shall
be dated more than 30 days prior to the date as of which the relevant calculation
or determination is made or required to be made pursuant to this Agreement.


 


“Federal Funds Rate”
shall mean, for any day, an interest rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of
the Federal Reserve System arranged by Federal funds brokers on such day, as
published for such day (or, if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the
average of the quotations at approximately 11:00 A.M. (New York time) on
such day on such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by the Administrative
Agent in its sole discretion.


 


“Final Maturity Date”
shall mean the seventh anniversary of the Effective Date.


 


“Financial Covenants”
shall mean the covenants described in Sections 9.07, 9.08 and 9.09.


 


“Funded Indebtedness”
shall mean, as at any date of determination, the aggregate stated balance sheet
amount of all Indebtedness (including the Loans) of OSG and its Subsidiaries on
a consolidated basis.


 


“GAAP” means, at
any time, generally accepted accounting principles in the United States, except
that (so long as the Statement of Financial Accounting Standards No. 94
(or any substantially similar successor statement) is in effect), with respect
to the financial statements of OSG and its Subsidiaries, the failure to
consolidate Non-Recourse Subsidiaries shall be deemed to be in accordance with
such principles.


 


“Hazardous Materials”
shall mean:  (a) any petroleum or
petroleum products, radioactive materials, asbestos in any form that is or
could become friable, urea formaldehyde foam insulation, transformers or other
equipment that contain dielectric fluid containing levels of polychlorinated
biphenyls, and radon gas; (b) any chemicals, materials or substances
defined as or included in the definition of “hazardous substances,” “hazardous
waste,” “hazardous materials,” “extremely hazardous substances,” “restricted
hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,”
or words of similar import, under any applicable Environmental Law; and (c) any
other chemical, material or substance, exposure to which is prohibited, limited
or regulated by any governmental authority under Environmental Laws.


 


“Indebtedness”
shall mean, as to any Person, without duplication, (i) all indebtedness of
such Person for borrowed money or for the deferred purchase price of property
or services, (ii) the maximum amount available to be drawn under all
letters of credit, bankers’ acceptances and similar obligations issued for the
account of such Person and all unpaid drawings in respect of such letters of
credit, bankers’ acceptances and similar obligations, (iii) all
indebtedness of the types described in clause (i), (ii), (iv), (v) or (vi) of
this definition secured by any Lien on any property owned by such Person,
whether or not such indebtedness has been assumed by such Person (provided
that, if the Person has not assumed or otherwise become liable in respect of
such indebtedness, such indebtedness shall be deemed to be in an amount


 


51

















 


equal to the fair
market value of the property to which such Lien relates as determined in good
faith by such Person), (iv) the aggregate amount of all Capitalized
Rentals of such Person, (v) all Contingent Obligations of such Person, and
(vi) all obligations under any interest rate protection agreement, any
other hedging agreement or under any similar type of agreement.  Notwithstanding the foregoing, Indebtedness
shall not include (a) Non-Recourse Debt or (b) trade payables and
accrued expenses incurred by any Person in accordance with customary practices
and in the ordinary course of business of such Person.


 


“Initial Borrowing
Date” shall mean the date occurring on or after the Effective Date on which
the initial Borrowing of Loans hereunder occurs.


 


“Intangible Assets”
shall mean, as of the date of any determination thereof, goodwill, patents,
trade names, trademarks, copyrights, franchises, and such other assets as are
properly classified as “intangible assets” in accordance with GAAP, plus
unamortized debt issuance costs.


 


“Interest
Determination Date” shall mean, with respect to any Revolving Loan, the
second Business Day prior to the commencement of any Interest Period relating
to such Revolving Loan, unless market practice differs in the relevant
interbank market for an Alternative Currency in which case the Interest
Determination Date for that Alternate Currency will be determined by the
Administrative Agent in accordance with the market practice of such relevant
interbank market.


 


“Interest Period”
shall have the meaning provided in Section 1.08.


 


“Investments”
shall mean all investments, regardless of the form of consideration paid
therefor, directly or indirectly in any Person, whether by acquisition of
shares of capital stock, indebtedness or other obligations or securities or by
loan, advance, capital contribution or otherwise; provided, however,
that “Investments” shall not mean or include routine investments in
property to be used or consumed in the ordinary course of business.


 


“ISM Code” shall
mean the International Safety Management Code for the Safe Operating of Ships
and for Pollution Prevention constituted pursuant to Resolution A.741(18) of
the International Maritime Organization and incorporated into the Safety of
Life at Sea Convention.


 


“ISPS Code” shall
mean the International Ship and Port Facility Code adopted by the International
Maritime Organization at a conference in December 2002 and incorporated
into the Safety of Life at Sea Convention and, in each case, shall include any
amendments or extensions thereto and any regulation issued pursuant thereto.


 


“Issuing Lender”
shall mean DnB NOR Bank ASA, New York Branch and any Lender (which, for
purposes of this definition, also shall include any banking affiliate of any
Lender which has agreed to issue Letters of Credit under this Agreement) which
at the request of the Borrowers and with the consent of the Administrative
Agent (which consent shall not be unreasonably withheld) agrees, in such Lender’s
sole discretion, to become an Issuing Lender for the purpose of issuing Letters
of Credit pursuant to Section 2.01.


 


52

















 


“Joint Venture”
means at any date any person (other than a Subsidiary of OSG) in which OSG or
any Subsidiary has an ownership interest or profits or loss which would be
accounted for in the consolidated financial statements of OSG and its
consolidated Subsidiaries by the equity method if such statements were prepared
as of such date.


 


“Lender” shall
mean each financial institution listed on Schedule I, as well as any
Person which becomes a “Lender” hereunder pursuant to Section 1.13
or 13.04(b).


 


“Lender Default”
shall mean (i) the refusal (which has not been retracted) or other failure
(which has not been cured) of a Lender to make available its portion of any
Borrowing required to be made in accordance with the terms of this Agreement as
then in effect or (ii) a Lender having notified in writing the Borrowers
and/or the Administrative Agent that it does not intend to comply with its
obligations under Sections 1.01 or 2.03.


 


“Letter of Credit”
shall have the meaning provided in Section 2.01(a).


 


“Letter of Credit Fee”
shall have the meaning provided in Section 3.01(b).


 


“Letter of Credit
Outstandings” shall mean, at any time, the sum of (i) the aggregate
Stated Amount of all outstanding Letters of Credit and (ii) the amount of
all Unpaid Drawings.


 


“Letter of Credit
Request” shall have the meaning provided in Section 2.02(a).


 


“LIBOR Rate” shall
mean, with respect to any Interest Period and any Loan, the rate per annum
determined by the Administrative Agent to be equal to the rate of interest for
deposits in the Permitted Currency of the relevant Loan for a period equal to
the number of days in such Interest Period which appears as of 11:00 A.M.
(London time) on the LIBOR Reference Date for such Interest Period, as
displayed on page LIBOR01 of the Reuters screen (or such other page which
may replace such page) in the case of United States Dollars, Euro, British
Pound Sterling or Japanese Yen or page LIBOR02 of the Reuters screen (or
such other page which may replace such page) in the case of Swiss Francs,
on such system or any other system of the information vendor being designated
by the British Bankers’ Association to calculate the BBA Interest Settlement
Rate (as defined in the British Bankers’ Association Recommended Terms and
Conditions dated August 1985) or (ii) if no rate is so displayed at
such time, LIBOR shall be equal to the arithmetic mean (rounded upwards if
necessary to four decimal places) of the rates respectively quoted to the
Administrative Agent by each of the reference banks chosen from time to time by
the British Bankers’ Association for the purpose of establishing interest
settlement rates as the offered rates for deposits of the relevant Permitted
Currency in an amount approximately equal to the amount in relation to which
LIBOR is to be determined for a period equivalent to such Interest Period to
prime banks in the London interbank market at or about 11:00 A.M. (London
time) on the LIBOR Reference Date for such Interest Period.


 


“LIBOR Reference Date”
shall mean the day on which banks in the London interbank market generally will
provide quotations for deposits in the relevant Permitted Currency.


 


53

















 


“Lien” shall mean,
with respect to any asset, any interest in such asset securing an obligation
owed to, or a claim by, a Person other than the owner of the asset, whether
such interest is based on the common law, statute or contract, and including
but not limited to the security interest or lien arising from a mortgage,
encumbrance, pledge, conditional sale, title retention agreement or trust
receipt or a lease, consignment or bailment for security purposes or any arrangement
having substantially the same economic effect as any of the foregoing.  The term “Lien” shall include
reservations, exceptions, encroachments, easements, rights-of-way, covenants,
conditions, restrictions, leases and other title exceptions and encumbrances
(including, with respect to stock, any purchase options or calls, stockholder
agreements, voting trust agreements, buy-back agreements and all similar
arrangements) affected property.  For the
purposes of this Agreement, OSG or any of its Subsidiaries shall be deemed to
be the owner of any property which it has acquired or holds subject to a
conditional sale agreement, Capitalized Lease or other arrangement pursuant to
which title to the property has been retained by or vested in some other Person
for security purposes and such retention or vesting shall constitute a Lien.


 


“LNG” shall mean liquefied
natural gas.


 


“Loan” shall mean
each Revolving Loan and each Swingline Loan.


 


“Majority Lenders”
shall mean, at any time, Lenders the sum of whose outstanding Commitments at
such time (or, after the termination thereof, outstanding Revolving Loans (or,
in the case of Alternate Currency Revolving Loans, the Dollar Equivalent
thereof) and Percentages of (x) outstanding Swingline Loans at such time and (y)
Letter of Credit Outstandings at such time) represents an amount greater than
50% of the sum of all outstanding Commitments in effect at such time (or, after
the termination thereof, the sum of then total outstanding Revolving Loans (or,
in the case of Alternate Currency Revolving Loans, the Dollar Equivalent
thereof) (of Lenders and the aggregate Percentages of all Lenders of the total
outstanding Swingline Loans and Letter of Credit Outstandings at such time).


 


“Mandatory Borrowing”
shall have the meaning provided in Section 1.01(c).


 


“Margin Stock”
shall have the meaning provided in Regulation U.


 


“Material
Adverse Change” shall mean the occurrence of an event or condition which (a) materially
impairs the ability of OSG and its Subsidiaries to meet or perform any of their
obligations with regard to (i) this Agreement and the financing
arrangements established in connection therewith or (ii) any of their
respective other obligations that are material to OSG and its Subsidiaries
considered as a whole or (b) materially impairs the rights of or benefits
or remedies available to the Lenders under this Agreement.


 


“Material Financial
Obligations” shall mean a principal or face amount of Indebtedness (in the
case of Derivatives Obligations, determined in respect of any counterparty on a
net basis), in each case, of OSG and/or of one or more of its Subsidiaries, and
arising in one or more related or unrelated transactions, exceeding in the
aggregate $30,000,000 (or its equivalent in any other currency).


 


“Material Subsidiary”
shall mean, at any date, each of the following: (i) any Subsidiary of OSG
(other than OSG Bulk and OSG International) which owns, leases or charters


 


54

















 


any vessel on such
date and/or (ii) any Subsidiary or Subsidiaries of OSG the assets of
which, individually or in the aggregate, had an aggregate book value (net of
depreciation) as of the date of the consolidated balance sheet of OSG and its
Subsidiaries most recently delivered or required to be delivered to the
Administrative Agent under this Agreement prior to such date, in excess of the
lesser of (x) $69,000,000 and (y) 2% of the aggregate Book Value (net of
depreciation)  of all assets of OSG and
its Subsidiaries as of the date of such balance sheet.


 


“Materials of
Environmental Concern” shall have the meaning set forth in Section 7.13(a) herein.


 


“Maximum Swingline
Amount” shall mean $100,000,000.


 


“Minimum Borrowing
Amount” shall mean (i) for Revolving Loans, $10,000,000 (using the
Dollar Equivalent thereof in the case of Alternate Currency Revolving Loans)
and (ii) for Swingline Loans, $5,000,000.


 


“Modified Required
Lenders” shall mean, at any time, Lenders the sum of whose outstanding
Commitments at such time (or, after the termination thereof, outstanding
Revolving Loans (or, in the case of Alternate Currency Revolving Loans, the
Dollar Equivalent thereof) and Percentages of (x) outstanding Swingline Loans
at such time and (y) Letter of Credit Outstandings at such time) represents an
amount greater than 85% of the sum of all outstanding Commitments in effect at
such time (or, after the termination thereof, the sum of then total outstanding
Revolving Loans (or, in the case of Alternate Currency Revolving Loans, the
Dollar Equivalent thereof) (of Lenders and the aggregate Percentages of all
Lenders of the total outstanding Swingline Loans and Letter of Credit
Outstandings at such time).


 


“Moody’s” shall
mean Moody’s Investors Service, Inc. and its successors.


 


“Multiemployer Plan”
shall mean a “multiemployer plan” (as defined in Section 4001(a)(3) of
ERISA) to which any Borrower or any ERISA Affiliate is making or accruing an
obligation to make contributions or has within any of the preceding five plan
years made or accrued an obligation to make contributions.


 


“Multiple Employer
Plan” shall mean an employee benefit plan other than a Multiemployer Plan,
subject to Title IV of ERISA to which a Borrower or ERISA Affiliate, and one or
more employers other than a Borrower or ERISA Affiliate, is making or accruing
an obligation to make contributions or, in the event that any such plan has
been terminated, to which a Borrower or ERISA Affiliate made or accrued an
obligation to make contributions during any of the five plan years preceding
the date of termination of such plan.


 


“NAIC” shall mean
the National Association of Insurance Commissioners (and its successors from
time to time).


 


“Net Worth” shall
mean, for OSG and its Subsidiaries on a consolidated basis, the sum of capital
stock, capital in excess of par or stated value of shares of its capital stock,
retained earnings and any other account which, in accordance with GAAP,
constitutes stockholders’ equity, but excluding any treasury stock.


 


55

















 


“Non-Defaulting Lender”
shall mean and include each Lender other than a Defaulting Lender.


 


“Non-Recourse Debt”
shall mean Indebtedness of any Subsidiary of OSG (determined without giving
effect to the last sentence of the definition of “Subsidiary”) (i) that is
not guaranteed by OSG or any other Subsidiary, (ii) that is not secured by
a lien on any asset of OSG or any other Subsidiary and (iii) with respect
to which Indebtedness or Subsidiary none of OSG or any other Subsidiary has any
express obligation or has written any instrument or letter indicating its
support for such Indebtedness or Subsidiary; provided that Indebtedness
of such Subsidiary shall constitute Non-Recourse Debt only if OSG shall have
given the Lenders, through the Administrative Agent, written notice at least 20
days prior to the incurrence, issuance, assumption or guarantee thereof (or, in
the case of Indebtedness of a Person to be acquired by such Subsidiary, prior
to the time of such acquisition).


 


“Non-Recourse
Subsidiaries” shall mean, at any time, a Subsidiary of OSG (determined
without giving effect to the last sentence of the definition of “Subsidiary”) (i) having
no Indebtedness at such time (other than Non-Recourse Debt) and (ii) as to
which an officer of OSG has, prior to the issuance, incurrence or assumption of
any Non-Recourse Debt by such Subsidiary, delivered a certificate to the
Administrative Agent certifying that such Subsidiary is a Non-Recourse
Subsidiary in accordance with the terms of this Agreement.


 


“Note” shall mean
each Revolving Note and the Swingline Note.


 


“Notice of Borrowing”
shall have the meaning provided in Section 1.03.


 


“Notice Office”
shall mean the office of the Administrative Agent located at 200 Park Avenue,
31st Floor, New York, New York 10166, or such other office as the
Administrative Agent may hereafter designate in writing as such to the other
parties hereto.


 


“Obligations”
shall mean all amounts owing by the Borrowers or any of them to the
Administrative Agent, any Lender, each Issuing Lender or the Swingline Lender
pursuant to the terms of this Agreement or any other Credit Document.


 


“OSG” shall have
the meaning provided in the first paragraph of this Agreement.


 


“OSG Bulk” shall
have the meaning provided in the first paragraph of this Agreement.


 


“OSG International”
shall have the meaning provided in the first paragraph of this Agreement.


 


“OSG Taxes” shall
have the meaning provided in Section 7.08.


 


“Other Agents”
shall have the meaning provided in Section 12.10.


 


“Outstanding
Indebtedness” shall have the meaning provided in Section 5.06.


 


56

















 


“Overnight Euro Dollar
Offered Rate” shall mean the “ask” rate as quoted in the interbank market
at 11:00 A.M. New York time.  This
rate will appear in the Reuters system on page PREB; if no such rate
appears on such page for whatever reason, USF= on the Reuter Kobra system
will be used in lieu thereof.


 


“Parent” shall
have the meaning provided in the first paragraph of this Agreement.


 


“Participant”
shall have the meaning provided in Section 2.03(a).


 


“PATRIOT Act”
shall have the meaning provided in Section 13.21.


 


“Payment Date”
shall mean the last Business Day of each March, June, September and
December, commencing with March 2006.


 


“Payment Office”
shall mean the office of the Administrative Agent located at 200 Park Avenue,
31st Floor, New York, New York 10166, with respect to Alternate Currency
Revolving Loans such other office as the Administrative Agent may designate, or
such other office as the Administrative Agent may hereafter designate in
writing as such to the other parties hereto.


 


“PBGC” shall have
the meaning set forth in Section 8.01(h).


 


“Percentage” of
any Lender at any time shall mean a fraction (expressed as a percentage) the
numerator of which is the Commitment of such Lender at such time and the
denominator of which is the Total Commitment at such time, provided that
if the Percentage of any Lender is to be determined after the Total Commitment
has been terminated, then the Percentages of the Lenders shall be determined
immediately prior (and without giving effect) to such termination.


 


“Permitted Currencies”
shall mean each Alternate Currency and Dollars.


 


“Permitted Liens”
shall have the meaning provided in Section 9.01.


 


“Person” shall
mean an individual, partnership, corporation, limited liability company,
business trust, bank, trust company, joint venture, association, joint stock
company, trust or other unincorporated organization, whether or not a legal
entity, or any government or agency or political subdivision thereof.


 


“Plan” shall mean
any employee benefit plan (other than a Multiemployer Plan or a Multiple
Employer Plan) covered by Title IV of ERISA or Section 302 of ERISA.


 


“Recourse Subsidiaries”
shall mean all Subsidiaries of OSG other than Non-Recourse Subsidiaries.


 


“Refinancing”
shall have the meaning provided in Section 5.06.


 


“Register” shall
have the meaning provided in Section 13.17.


 


57

















 


“Regulation D”
shall mean Regulation D of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.


 


“Regulation T”
shall mean Regulation T of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof.


 


“Regulation U”
shall mean Regulation U of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof.


 


“Regulation X”
shall mean Regulation X of the Board of Governors of the Federal Reserve System
as from time to time in effect and any successor to all or a portion thereof.


 


“Rentals” shall
mean and include as of the date of any determination thereof all fixed payments
(including as such all payments which the lessee is obligated to make to the
lessor on termination of the lease or surrender of the property) payable by a
Person, as lessee or sublessee under a lease of real or personal property
(excluding (i) fixed payments on any items of personal property involving
rentals of less than $10,000 per month each and $50,000 per month in the
aggregate), and (ii) hire and other amounts payable under any time charter
of a vessel for a remaining period less than 12 months, including any optional
extensions or renewals) but shall be exclusive of any amounts required to be
paid by such Person, directly or indirectly (whether or not designated as rents
or additional rents), on account of maintenance, repairs, insurance, taxes and
similar charges incurred by such lessee or sublessee.  Fixed rents under any so-called “percentage
leases” shall be computed solely on the basis of a minimum rents, if any,
required to be paid by the lessee regardless of sales volume or gross revenues.


 


“Replaced Lender”
shall have the meaning provided in Section 1.12.


 


“Replacement Lender”
shall have the meaning provided in Section 1.12.


 


“Required Lenders”
shall mean, at any time, Lenders the sum of whose outstanding Commitments at
such time (or, after the termination thereof, outstanding Revolving Loans (or,
in the case of Alternate Currency Revolving Loans, the Dollar Equivalent
thereof) and Percentages of (x) outstanding Swingline Loans at such time and
(y) Letter of Credit Outstandings at such time) represents an amount greater
than 66 2/3% of the sum of all outstanding Commitments in effect at such time
(or, after the termination thereof, the sum of then total outstanding Revolving
Loans (or, in the case of Alternate Currency Revolving Loans, the Dollar
Equivalent thereof) (of Lenders and the aggregate Percentages of all Lenders of
the total outstanding Swingline Loans and Letter of Credit Outstandings at such
time).


 


“Revolving Loan”
shall have the meaning provided in Section 1.01(a).


 


“Revolving Note”
shall have the meaning set forth in Section 1.05(a)(i).


 


“S&P” shall
mean Standard & Poor’s Rating Services, a division of the McGraw-Hill
Companies, Inc., and its successors.


 


58

















 


“Sale and Leaseback
Transaction” shall mean any arrangement with any Person (not including OSG
or any Subsidiary) providing for the leasing by OSG or a Subsidiary for a
period, including renewals, in excess of three years of any asset which has
been or is to be sold or transferred more than 180 days after the acquisition
or occupancy thereof or the completion of construction and commencement of full
operation thereof, whichever is later, by OSG or any Subsidiary to such Person.


 


“Scheduled Commitment
Reduction” shall have the meaning provided in Section 3.03(c).


 


“Scheduled Commitment
Reduction Date” shall have the meaning provided in Section 3.03(c).


 


“Secured Debt”
shall mean (i) all Indebtedness of OSG and its Subsidiaries which is
secured by a Lien on any of the property or assets of OSG or any of the
Subsidiaries and (ii) Indebtedness incurred or guaranteed by any
Subsidiary of a Borrower that is not a Borrower.  The Book Value of the assets securing the
Indebtedness in clause (ii) above, shall be deemed to be the lesser of two
times the amount of such Indebtedness and the aggregate Book Value of the
assets of such Subsidiary which constitute Unencumbered Tangible Assets.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended.


 


“Shipping and Related
Businesses” shall mean any one or all of the following:  owning, chartering, leasing, crewing,
navigating, managing, supplying or operating or repairing commercial vessels of
all kinds, including but not limited to cargo ships, liners, container ships,
passenger vessels, tugs, barges and ferries; owning, operating or managing
transportation assets ancillary to or in furtherance of the transportation of
freight and passengers by water; owning, operating or managing terminals and
other facilities of any kind incidental or ancillary to or in furtherance of
the transportation of freight and passengers by water, and owning, managing or
operating terminals, docks, piers, quays, wharves, dry docks, storage
facilities and port facilities incidental or ancillary to or in furtherance of
the transportation of freight and passengers by water.


 


“Solvent” shall
mean with respect to any Person, as of any date of determination, (a) the
amount of the “present fair saleable value” of the assets of such Person will,
as of such date, exceed the amount of all liabilities of such Person,
contingent or otherwise, as of such date, as such quoted terms are determined
in accordance with applicable federal and state laws governing determinations
of the insolvency of debtors, (b) the present fair saleable value of the
assets of such Person will, as of such date, be greater than the amount that
will be required to pay the liability of such Person on its debts as such debts
become absolute and matured, (c) such Person will not have, as of such
date, an unreasonably small amount of capital with which to conduct its
business, and (d) such Person will be able to pay its debts as they
mature.  For purposes of this definition,
(i) ”debt” means liability on a “claim”, and (ii) ”claim”
means (x) right to payment, whether or not such a right is reduced to judgment,
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured, or (y) right to an
equitable remedy for breach of performance if such breach gives rise


 


59

















 


to a right to
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured or unmatured, disputed, undisputed,
secured or unsecured.


 


“Stated Amount” of
each Letter of Credit shall, at any time, mean the maximum amount available to
be drawn thereunder (in each case determined without regard to whether any
conditions to drawing could then be met).


 


“Subsidiary” shall
mean any corporation, limited liability company, partnership or other entity of
which more than 50% (by number of votes having ordinary voting power) is
beneficially owned or controlled, directly or indirectly, by OSG and/or one or
more other Subsidiaries of OSG.  For purposes
of the Credit Agreement, Non-Recourse Subsidiaries shall not constitute
Subsidiaries of OSG.


 


“Substitute Assets”
shall mean any assets acquired by the Borrowers and their Subsidiaries after
the Effective Date, which are of equal or greater Book Value to the Closing
Date Assets which are being substituted for by such Substitute Assets and
designated by OSG as Substitute Assets. 
Substitute Assets that are not wholly-owned shall be valued by
multiplying the Book Value of such assets by the percentage such assets are
owned by the Borrowers on their Subsidiaries.


 


“Swingline Expiry Date”
shall mean that date which is five Business Days prior to the Final Maturity
Date.


 


“Swingline Lender”
shall mean DnB NOR Bank ASA, New York Branch, in its capacity as Swingline
Lender hereunder.


 


“Swingline Loan”
shall have the meaning provided in Section 1.01(b).


 


“Swingline Note”
shall have the meaning provided in Section 1.05(a)(ii).


 


“Tangible Assets”
shall mean for OSG and its Subsidiaries on a consolidated basis, the Book Value
of all such Persons’ assets determined in accordance with GAAP (less
depreciation, depletion and other properly deductible valuation reserves) after
deducting Intangible Assets therefrom.


 


“Tangible Net Worth”
shall mean for OSG and its Subsidiaries on a consolidated basis, Net Worth on
such date less the amount of all Intangible Assets included therein.  For the purposes of determining Tangible Net
Worth pursuant to this definition, the effect, if any, of cumulative foreign
currency translation adjustments calculated in accordance with GAAP and set
forth in the stockholders’ equity section of the financial statements
shall be excluded.


 


“TARGET” means Trans-European Automated
Real-time Gross Settlement Express Transfer payment system.


 


“TARGET Day”
means any day on which TARGET is open for the settlement of payments in euro.


 


“Tax Benefit”
shall have the meaning provided in Section 4.04(c).


 


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“Tax Returns”
shall have the meaning provided in Section 7.08.


 


“Taxes” shall have
the meaning provided in Section 4.04(a).


 


“Termination Event”
shall mean (i) a “reportable event”, as such term is defined in Section 4043
of ERISA, (ii) the withdrawal of any Borrower or ERISA Affiliate from a
Multiple Employer Plan during a plan year in which it was a “substantial
employer” as such term is defined in Section 4001(a)(2) of ERISA, or
the incurrence of liability by any Borrower or any ERISA Affiliate under Section 4064
of ERISA upon the termination of a Multiple Employer Plan, (iii) the
filing of a notice of intent to terminate a Plan under Section 4041 of
ERISA or the termination or the treatment of a Multiemployer Plan amendment as
a termination under Section 4041A of ERISA, (iv) the institution of
proceedings to terminate a Plan or a Multiemployer Plan or (v) any other
event or condition which might constitute grounds under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer,
any Plan or Multiemployer Plan.


 


“Total Assets”
shall mean for OSG and its Subsidiaries on a consolidated basis, the Book Value
of all such Persons’ assets determined in accordance with GAAP (less
depreciation, depletion and other properly deductible valuation reserves).


 


“Total Capitalization”
shall mean the sum of Funded Indebtedness and Net Worth.


 


“Total Commitment”
shall mean, at any time, the sum of the Commitments of the Lenders at such
time.


 


“Total Unutilized
Commitment” shall mean, at any time, the sum of the Unutilized Commitments
of the Lenders at such time less the aggregate principal amount of all
Swingline Loans outstanding at such time.


 


“Tranche” shall
mean the respective facility and commitments utilized in making Loans
hereunder, with there being two separate Tranches, i.e., Revolving Loans
and Swingline Loans.


 


“UCC” shall mean
the Uniform Commercial Code as from time to time in effect in the relevant
jurisdiction.


 


“Unencumbered Tangible
Assets” shall mean Tangible Assets (excluding the Book Value of any assets
of any Subsidiaries, the shares or stock or any evidence of Indebtedness of
which have been pledged to secure any obligation), less the sum of (without
duplication) (a) Attributable Debt and (b) the Book Value of any
assets of OSG and any Subsidiary which have become or have agreed to become
subject to a Lien securing any Secured Debt.


 


“United States”
and “U.S.” shall each mean the United States of America.


 


“Unpaid Drawing”
shall have the meaning provided in Section 2.04(a).


 


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“Unsecured Debt”
shall mean, as of the date of any determination thereof, all Indebtedness of
OSG and its Subsidiaries other than Secured Debt.


 


“Unutilized Commitment”
shall mean, with respect to any Lender, at any time, an amount equal to such
Lender’s Commitment at such time, less the sum of (i) the aggregate
principal amount of Revolving Loans made by such Lender then outstanding at
such time (for this purpose using the Dollar Equivalent of all Alternate
Currency Revolving Loans) and (ii) the Percentage of such Lender’s Letter
of Credit Outstandings.


 


“U.S. Borrower”
shall mean any Borrower that is a United States Person (as such term is defined
in Section 7701(a)(30) of the Code).


 


“Withdrawal Liability”
has the meaning given to such term under Part 1 of Subtitle E of Title IV
of ERISA.


 


SECTION 12.  Agency Provisions.


 


12.01  Appointment.  The Lenders hereby designate DnB NOR Bank ASA,
New York Branch, as Administrative Agent to act as specified herein and in the
other Credit Documents.  Each Lender hereby
irrevocably authorizes, and each holder of any Note by the acceptance of such
Note shall be deemed irrevocably to authorize, the Agents to take such action
on its behalf under the provisions of this Agreement, the other Credit
Documents and any other instruments and agreements referred to herein or
therein and to exercise such powers and to perform such duties hereunder and
thereunder as are specifically delegated to or required of the Agents by the
terms hereof and thereof and such other powers as are reasonably incidental
thereto.  The Agents may perform any of
its duties hereunder by or through its respective officers, directors, agents,
employees or affiliates and, may assign from time to time any or all of its
rights, duties and obligations hereunder to any of its banking affiliates.


 


12.02  Nature of Duties.  The Agents shall have no duties or
responsibilities except those expressly set forth in this Agreement.  None of the Agents nor any of their
respective officers, directors, agents, employees or affiliates shall be liable
for any action taken or omitted by it or them hereunder or under any other
Credit Document or in connection herewith or therewith, unless caused by such
Person’s gross negligence or willful misconduct (any such liability limited to
the applicable Agent to whom such Person relates).  The duties of each of the Agents shall be
mechanical and administrative in nature; none of the Agents shall have by
reason of this Agreement or any other Credit Document any fiduciary
relationship in respect of any Lender or the holder of any Note; and nothing in
this Agreement or any other Credit Document, expressed or implied, is intended
to or shall be so construed as to impose upon any Agents any obligations in
respect of this Agreement or any other Credit Document except as expressly set
forth herein or therein.


 


12.03  Lack of Reliance on the Agents.  Independently and without reliance upon the
Agents, each Lender and the holder of each Note, to the extent it deems
appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Borrowers and their
respective Subsidiaries in connection with the making and the continuance of
the Loans and the taking or not taking of any action in connection herewith


 


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and (ii) its own
appraisal of the creditworthiness of the Borrowers and their respective
Subsidiaries and, except as expressly provided in this Agreement, none of the
Agents shall have any duty or responsibility, either initially or on a
continuing basis, to provide any Lender or the holder of any Note with any
credit or other information with respect thereto, whether coming into its
possession before the making of the Loans or at any time or times
thereafter.  None of the Agents shall be
responsible to any Lender or the holder of any Note for any recitals,
statements, information, representations or warranties herein or in any
document, certificate or other writing delivered in connection herewith or for
the execution, effectiveness, genuineness, validity, enforceability,
perfection, collectibility, priority or sufficiency of this Agreement or any
other Credit Document or the financial condition of the Borrowers and their
respective Subsidiaries or be required to make any inquiry concerning either
the performance or observance of any of the terms, provisions or conditions of
this Agreement or any other Credit Document, or the financial condition of the
Borrowers and their respective Subsidiaries or the existence or possible
existence of any Default or Event of Default.


 


12.04  Certain Rights of the Agents.  If any of the Agents shall request
instructions from the Required Lenders with respect to any act or action
(including failure to act) in connection with this Agreement or any other
Credit Document, the Agents shall be entitled to refrain from such act or
taking such action unless and until the Agents shall have received instructions
from the Required Lenders (or in the case of Section 3.03(d), the Majority
Lenders); and the Agents shall not incur liability to any Person by reason of
so refraining.  Without limiting the
foregoing, no Lender or the holder of any Note shall have any right of action
whatsoever against the Agents as a result of any of the Agents acting or
refraining from acting hereunder or under any other Credit Document in
accordance with the instructions of the Required Lenders.


 


12.05  Reliance.  Each of the Agents shall be entitled to rely,
and shall be fully protected in relying, upon any note, writing, resolution,
notice, statement, certificate, telex, teletype or telecopier message,
cablegram, radiogram, order or other document or telephone message signed, sent
or made by any Person that the applicable Agent believed to be the proper
Person, and, with respect to all legal matters pertaining to this Agreement and
any other Credit Document and its duties hereunder and thereunder, upon advice
of counsel selected by the Administrative Agent.


 


12.06  Indemnification.  To the extent any of the Agents is not
reimbursed and indemnified by the Borrowers, the Lenders will reimburse and
indemnify the applicable Agents, in proportion to their respective “percentages”
as used in determining the Required Lenders (without regard to the existence of
any Defaulting Lenders), for and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, judgments, costs, expenses or
disbursements of whatsoever kind or nature which may be imposed on, asserted
against or incurred by such Agents in performing their respective duties
hereunder or under any other Credit Document, in any way relating to or arising
out of this Agreement or any other Credit Document; provided that no
Lender shall be liable in respect to an Agent for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Agent’s gross
negligence or willful misconduct.


 


12.07  The Administrative Agent in its Individual
Capacity.  With respect to its
obligation to make Loans under this Agreement, each of the Agents shall have
the rights and


 


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powers specified herein
for a “Lender” and may exercise the same rights and powers as though it were
not performing the duties specified herein; and the term “Lenders,” “Required
Lenders,” “Modified Required Lenders,” “Majority Lenders,” “holders of Notes”
or any similar terms shall, unless the context clearly otherwise indicates, include
each of the Agents in their respective individual capacity.  Each of the Agents may accept deposits from,
lend money to, and generally engage in any kind of banking, trust or other
business with any Credit Party or any Affiliate of any Credit Party as if it
were not performing the duties specified herein, and may accept fees and other
consideration from any of the Borrowers or any other Credit Party for services
in connection with this Agreement and otherwise without having to account for
the same to the Lenders.


 


12.08  Holders.  The Administrative Agent may deem and treat
the payee of any Note as the owner thereof for all purposes hereof unless and
until a written notice of the assignment, transfer or endorsement thereof, as
the case may be, shall have been filed with the Administrative Agent.  Any request, authority or consent of any
Person who, at the time of making such request or giving such authority or
consent, is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee, assignee or endorsee, as the case may be, of
such Note or of any Note or Notes issued in exchange therefor.


 


12.09  Resignation by the Administrative Agent.  (a)  The Administrative Agent may resign
from the performance of all its functions and duties hereunder and/or under the
other Credit Documents at any time by giving 15 Business Days’ prior written
notice to the Borrowers and the Lenders. 
Such resignation shall take effect upon the appointment of a successor
Administrative Agent pursuant to clauses (c) and (d) below or as
otherwise provided below.


 


(b)           The Required Lenders may replace the
Administrative Agent hereunder at any time by giving 15 Business Days’ notice
to the Administrative Agent.  Such
termination shall take effect upon the appointment of a successor
Administrative Agent.


 


(c)           Upon any such notice of resignation by,
or the replacement of, the Administrative Agent, the Required Lenders shall
appoint a successor Administrative Agent hereunder or thereunder who shall be a
commercial bank or trust company reasonably acceptable to the Borrowers.


 


(d)           If a successor Administrative Agent shall
not have been so appointed within such 15 Business Day period, the
Administrative Agent, with the consent of the Borrowers (which shall not be unreasonably
withheld or delayed), shall then appoint a commercial bank or trust company
with capital and surplus of not less than $500,000,000 as successor
Administrative Agent who shall serve as Administrative Agent hereunder or
thereunder until such time, if any, as the Lenders appoint a successor
Administrative Agent as provided above.


 


(e)           If no successor Administrative Agent has
been appointed pursuant to clause (c) or (d) above by the 25th
Business Day after the date such notice of resignation or replacement was given
by the Administrative Agent, the Administrative Agent’s resignation shall
become effective and the Required Lenders shall thereafter perform all the
duties of the


 


64

















 


Administrative
Agent hereunder and/or under any other Credit Document until such time, if any,
as the Required Lenders appoint a successor Administrative Agent as provided
above.


 


12.10  Other Agents.  Notwithstanding any other provision of this
Agreement or any provision of any other Credit Document, each of the Documentation
Agent, Bookrunners and Lead Arrangers identified on the cover page of this
Agreement (the “Other Agents”) are named as such for recognition
purposes only, and in their respective capacities as such shall have no powers,
duties, responsibilities or liabilities with respect to this Agreement or the
other Credit Documents or the transactions contemplated hereby and thereby; it
being understood and agreed that each such Other Agent shall be entitled to all
indemnification and reimbursement rights in favor of any of the Agents as
provided for under Sections 12.06 and 13.01. 
Without limitation of the foregoing, none of the Other Agents shall,
solely by reason of this Agreement or any other Credit Documents, have any
fiduciary relationship in respect of any Lender or any other Person.


 


SECTION 13.  Miscellaneous.


 


13.01  Payment of Expenses, etc.  (a)  The Borrowers jointly and severally
agree that they shall:  (i) whether or not the transactions
herein contemplated are consummated, pay all reasonable out-of-pocket costs and
expenses of each of the Agents (including, without limitation, the reasonable
fees and disbursements of White & Case LLP, counsel to the
Administrative Agent and the Lead Arrangers and local counsel) in connection
with the preparation, execution and delivery of this Agreement and the other
Credit Documents and the documents and instruments referred to herein and
therein and any amendment, waiver or consent relating hereto or thereto, of the
Agents in connection with their respective syndication efforts with respect to
this Agreement and of the Agents and each of the Lenders in connection with the
enforcement of this Agreement and the other Credit Documents and the documents
and instruments referred to herein and therein (including, without limitation,
the reasonable fees and disbursements of counsel (including in-house counsel)
for each of the Agents and for each of the Lenders); (ii) pay and hold
each of the Lenders harmless from and against any and all present and future
stamp, documentary, transfer, sales and use, value added, excise and other
similar taxes with respect to the foregoing matters, the performance or
enforcement of any obligations or the exercise of any rights under this
Agreement or any other Credit Document, and save each of the Lenders harmless
from and against any and all liabilities with respect to or resulting from any
delay or omission (other than to the extent attributable to such Lender) to pay
such taxes; and (iii) indemnify the Agents and each Lender, and each of
their respective affiliates, officers, directors, trustees, employees,
representatives and agents from and hold each of them harmless against any and
all liabilities, obligations (including removal or remedial actions), losses,
damages, penalties, claims, actions, judgments, suits, costs, expenses and
disbursements (including reasonable attorneys’ and consultants’ fees and
disbursements) incurred by, imposed on or assessed against any of them as a
result of, or arising out of, or in any way related to, or by reason of, (a) any
investigation, litigation or other proceeding (whether or not any of the Agents
or any Lender is a party thereto) related to the entering into and/or
performance of this Agreement or any other Credit Document or the proceeds of
any Loans hereunder or the consummation of any transactions contemplated
herein, or in any other Credit Document or the exercise of any of their rights
or remedies provided herein or in the other Credit Documents, or (b) the
actual or alleged presence of Hazardous Materials on any vessel owned or
operated by the Borrowers or their respective Subsidiaries or in the air,
surface water or groundwater or on the surface or subsurface


 


65

















 


of any property at any
time owned or operated by the Borrowers or any of their respective
Subsidiaries, the generation, storage, transportation, handling, disposal or
Environmental Release of Hazardous Materials at any location, whether or not
owned or operated by the Borrowers or any of their respective Subsidiaries, the
non-compliance of any such vessel or property with foreign, federal, state and
local laws, regulations, and ordinances (including applicable permits
thereunder) applicable to any such vessel or property, or any Environmental
Claim asserted against the Borrowers, any of their respective Subsidiaries or
any vessel or property at any time owned or operated by the Borrowers or any of
their Subsidiaries, including, in each case, without limitation, the reasonable
fees and disbursements of counsel and other consultants incurred in connection
with any such investigation, litigation or other proceeding (but excluding any
losses, liabilities, claims, damages, penalties, actions, judgments, suits,
costs, disbursements or expenses to the extent incurred by reason of the gross
negligence or willful misconduct of the Person to be indemnified).  To the extent that the undertaking to
indemnify, pay or hold harmless each of the Agents or any Lender and each of
their respective affiliates set forth in the preceding sentence may be
unenforceable because it violates any law or public policy, the Borrowers shall
make the maximum contribution to the payment and satisfaction of each of the
indemnified liabilities which is permissible under applicable law.


 


(b)           The Borrowers also agree not to assert,
and hereby waive, any claim for special, indirect, consequential or punitive
damages against any Agent, any Lender, any of their Affiliates, or any of their
respective officers, directors, trustees, employees, representatives and
agents, on any theory of liability arising out of or otherwise relating to this
Agreement, any other agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or the use of the
proceeds thereof.


 


13.02  Right of Setoff.  In addition to any rights now or hereafter
granted under applicable law or otherwise, and not by way of limitation of any
such rights, upon the occurrence and during the continuance of an Event of
Default, each Lender is hereby authorized at any time or from time to time,
without presentment, demand, protest or other notice of any kind to any Credit
Party or to any other Person, any such notice being hereby expressly waived, to
set off and to appropriate and apply any and all deposits (general or special)
and any other Indebtedness at any time held or owing by such Lender (including,
without limitation, by branches and agencies of such Lender wherever located)
to or for the credit or the account of the Borrowers or any Subsidiary but in
any event excluding assets held in trust for any such Person against and on
account of the Obligations and liabilities of the Borrowers or such Subsidiary,
as applicable, to such Lender under this Agreement or under any of the other
Credit Documents, including, without limitation, all interests in Obligations
purchased by such Lender pursuant to Section 13.06(b), and all other
claims of any nature or description arising out of or connected with this Agreement
or any other Credit Document, irrespective of whether or not such Lender shall
have made any demand hereunder and although said Obligations, liabilities or
claims, or any of them, shall be contingent or unmatured.


 


13.03  Notices.  Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telexed, telegraphic or telecopier communication) and
mailed, telexed, telecopied or delivered: 
if to any Borrower, at such Borrower’s address specified under its
signature below; if to any Lender, at its address specified opposite its name
on Schedule II below; and if to the Administrative Agent, at its


 


66

















 


Notice Office; or, as to
any other Credit Party, at such other address as shall be designated by such
party in a written notice to the other parties hereto and, as to each Lender,
at such other address as shall be designated by such Lender in a written notice
to the Borrowers and the Administrative Agent. 
All such notices and communications shall (i) when mailed, be
effective three Business Days after being deposited in the mails, prepaid and
properly addressed for delivery, (ii) when sent by overnight courier, be
effective one Business Day after delivery to the overnight courier prepaid and
properly addressed for delivery on such next Business Day, or (iii) when
sent by telex or telecopier, be effective when sent by telex or telecopier,
except that notices and communications to the Administrative Agent shall not be
effective until received by the Administrative Agent.


 


13.04  Benefit of Agreement.  (a)  This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; provided, however, that (i) no
Credit Party may assign or transfer any of its rights, obligations or interest
hereunder or under any other Credit Document without the prior written consent
of the Lenders, (ii) although any Lender may transfer, assign or grant
participations in its rights hereunder, such Lender shall remain a “Lender” for
all purposes hereunder (and may not transfer or assign all or any portion of
its Commitments hereunder except as provided in Section 13.04(b)) and the
transferee, assignee or participant, as the case may be, shall not constitute a
“Lender” hereunder and (iii) no Lender shall transfer or grant any
participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (x) extend the final scheduled
maturity of any Loan or Note in which such participant is participating, or
reduce the rate or extend the time of payment of interest or Commitment
Commission thereon (except (m) in connection with a waiver of applicability of
any post-default increase in interest rates and (n) that any amendment or
modification to the financial definitions in this Agreement shall not
constitute a reduction in the rate of interest for purposes of this clause (x))
or reduce the principal amount thereof, or increase the amount of the
participant’s participation over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
reduction in the Total Commitments shall not constitute a change in the terms
of such participation, and that an increase in any Commitment or Loan shall be
permitted without the consent of any participant if the participant’s participation
is not increased as a result thereof), or (y) consent to the assignment or
transfer by the Borrowers of any of their rights and obligations under this
Agreement.  In the case of any such
participation, the participant shall not have any rights under this Agreement
or any of the other Credit Documents (the participant’s rights against such
Lender in respect of such participation to be those set forth in the agreement
executed by such Lender in favor of the participant relating thereto) and all
amounts payable by the Borrowers hereunder shall be determined as if such
Lender had not sold such participation.


 


(b)           Notwithstanding the foregoing, any Lender
(or any Lender together with one or more other Lenders) may (x) assign all or a
portion of its Commitment (and related outstanding Obligations hereunder), to
its (i) parent company and/or any affiliate of such Lender which is at
least 50% owned by such Lender or its parent company or (ii) in the case
of any Lender that is a fund that invests in bank loans, any other fund that
invests in bank loans and is managed or advised by the same investment advisor
of such Lender or by an Affiliate of such investment advisor or (iii) to
one or more Lenders or (y) assign with the consent of OSG as agent for the
Borrowers (which consent shall not be unreasonably withheld or delayed and shall
not be


 


67

















 


required if a
Default or Event of Default then exists) all, or if less than all, a portion
equal to at least $7,500,000 in the aggregate for the assigning Lender or
assigning Lenders, of such Commitments, hereunder to one or more Eligible
Transferees (treating any fund that invests in bank loans and any other fund
that invests in bank loans and is managed or advised by the same investment
advisor of such fund or by an Affiliate of such investment advisor as a single
Eligible Transferee), each of which assignees shall become a party to this
Agreement as a Lender by execution of an Assignment and Assumption Agreement, provided
that (i) at such time Schedule I shall be deemed modified to reflect
the Commitments of such new Lender and of the existing Lenders, (ii) new
Notes will be issued, at the Borrowers’ expense, to such new Lender and to the
assigning Lender upon the request of such new Lender or assigning Lender, such
new Notes to be in conformity with the requirements of Section 1.05 (with
appropriate modifications) to the extent needed to reflect the revised
Commitments, (iii) the consent of the Administrative Agent, the Issuing
Lender and the Swingline Lender shall be required in connection with any
assignment pursuant to preceding clauses (x) and (y) (which consent shall not
be unreasonably withheld or delayed), and (iv) the Administrative Agent
shall receive at the time of each such assignment, from the assigning or
assignee Lender, the payment of a non-refundable assignment fee of $3,000.  At the time of each assignment pursuant to
this Section 13.04(b) to a person which is not already a Lender
hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30)
of the Code) for Federal income tax purposes, the respective assignee Lender
shall, to the extent legally entitled to do so, provide to the Borrowers the
appropriate Internal Revenue Service Forms (and, if applicable, a Section 4.04
Certificate described in Section 4.04(b)). 
To the extent of any assignment pursuant to this Section 13.04(b),
the assigning Lender shall be relieved of its obligations hereunder with
respect to its assigned Commitments (it being understood that the
indemnification provisions under this Agreement (including, without limitation,
Sections 1.09, 1.10, 2.05, 4.04, 13.01 and 13.06) shall survive as to such
assigning Lender).  To the extent that an
assignment of all or any portion of a Lender’s Commitments and related
outstanding Obligations pursuant to Section 1.12 or this Section 13.04(b) or
a change of lending office of a Lender would, at the time of such assignment or
change of lending office, result in increased costs under Section 1.09,
1.10 or 4.04 from those being charged by the respective Lender prior to such
assignment or change of lending office, then the Borrowers shall not be
obligated to pay such increased costs (although the Borrowers shall be
obligated to pay any other increased costs of the type described above
resulting from changes after the date of the respective assignment or change of
lending office).


 


(c)           Nothing in this Agreement shall prevent
or prohibit any Lender from pledging its Loans and Notes hereunder to a Federal
Reserve Bank in support of borrowings made by such Lender from such Federal
Reserve Bank and, with the consent of the Administrative Agent, any Lender
which is a fund may pledge all or any portion of its Notes or Loans to a
trustee for the benefit of investors and in support of its obligation to such
investors.


 


13.05  No Waiver; Remedies Cumulative.  No failure or delay on the part of the
Administrative Agent or any Lender or any holder of any Note in exercising any
right, power or privilege hereunder or under any other Credit Document and no
course of dealing between any Borrower or any other Credit Party and the
Administrative Agent or any Lender or the holder of any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder.


 


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The rights, powers and
remedies herein or in any other Credit Document expressly provided are
cumulative and not exclusive of any rights, powers or remedies which the
Administrative Agent or any Lender or the holder of any Note would otherwise
have.  No notice to or demand on any
Credit Party in any case shall entitle any Credit Party to any other or further
notice or demand in similar or other circumstances or constitute a waiver of
the rights of the Administrative Agent or any Lender or the holder of any Note
to any other or further action in any circumstances without notice or demand.


 


13.06  Payments Pro Rata.  (a)  Except as otherwise provided in
this Agreement, the Administrative Agent agrees that promptly after its receipt
of each payment from or on behalf of the Borrowers in respect of any
Obligations hereunder, it shall distribute such payment to the Lenders (other
than any Lender that has consented in writing to waive its pro  rata
share of any such payment) pro  rata based upon their respective
shares, if any, of the Obligations with respect to which such payment was
received.


 


(b)           Each of the Lenders agrees that, if it
should receive any amount hereunder (whether by voluntary payment, by
realization upon security, by the exercise of the right of setoff or banker’s
lien, by counterclaim or cross action, by the enforcement of any right under
the Credit Documents, or otherwise), which is applicable to the payment of the
principal of, or interest on, the Loans or Commitment Commission, of a sum
which with respect to the related sum or sums received by other Lenders is in a
greater proportion than the total of such Obligation then owed and due to such
Lender bears to the total of such Obligation then owed and due to all of the
Lenders immediately prior to such receipt, then such Lender receiving such
excess payment shall purchase for cash without recourse or warranty from the
other Lenders an interest in the Obligations of the respective Credit Party to
such Lenders in such amount as shall result in a proportional participation by
all the Lenders in such amount; provided that if all or any portion of
such excess amount is thereafter recovered from such Lender, such purchase
shall be rescinded and the purchase price restored to the extent of such
recovery, but without interest.


 


(c)           Notwithstanding anything to the contrary
contained herein, the provisions of the preceding Sections 13.06(a) and (b) shall
be subject to the express provisions of this Agreement which require, or
permit, differing payments to be made to Non-Defaulting Lenders as opposed to
Defaulting Lenders.


 


13.07  Calculations; Computations.  (a)  The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with generally accepted accounting principles in the United States
consistently applied throughout the periods involved (except as set forth in
the notes thereto or as otherwise disclosed in writing by the Borrowers to the
Lenders).  In addition, all computations
determining compliance with the Financial Covenants and Section 9.04(b),
shall utilize accounting principles and policies in conformity with those used
to prepare the historical financial statements delivered to the Lenders for the
first fiscal year of OSG ended December 31, 2004.  Unless otherwise noted, all references in
this Agreement to “generally accepted accounting principles” shall mean
generally accepted accounting principles as in effect in the United States.


 


(b)           All computations of interest and
Commitment Commission hereunder shall be made on the basis of a year of 360 days
(or, in the case of payments in British Pound


 


69

















 


Sterling, 365 days)
for the actual number of days (including the first day but excluding the last
day) occurring in the period for which such interest or Commitment Commission
are payable.


 


13.08  GOVERNING LAW; SUBMISSION
TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL.  (a)  THIS AGREEMENT AND THE OTHER CREDIT
DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND
THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF
THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAWS RULES (OTHER THAN
TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK OR OF THE
UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND
DELIVERY OF THIS AGREEMENT, EACH BORROWER HEREBY IRREVOCABLY ACCEPTS FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION
OF THE AFORESAID COURTS.  EACH BORROWER
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED MAIL, POSTAGE PREPAID, TO SUCH BORROWER AT ITS ADDRESS
SET FORTH OPPOSITE ITS SIGNATURE BELOW, SUCH SERVICE TO BECOME EFFECTIVE 30
DAYS AFTER SUCH MAILING.  NOTHING HEREIN
SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, ANY
LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT
PARTY IN ANY OTHER JURISDICTION.  IF AT
ANY TIME DURING WHICH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT REMAINS IN
EFFECT, ANY BORROWER DOES NOT MAINTAIN A REGULARLY FUNCTIONING OFFICE IN NEW
YORK CITY, IT WILL DULY APPOINT, AND AT ALL TIMES MAINTAIN, AN AGENT IN NEW
YORK CITY FOR THE SERVICE OF PROCESS OR SUMMONS, AND WILL PROVIDE TO THE
ADMINISTRATIVE AGENT AND THE LENDERS WRITTEN NOTICE OF THE IDENTITY AND ADDRESS
OF SUCH AGENT FOR SERVICE OF PROCESS OR SUMMONS; PROVIDED THAT ANY
FAILURE ON THE PART OF THE BORROWERS TO COMPLY WITH THE FOREGOING
PROVISIONS OF THIS SENTENCE SHALL NOT IN ANY WAY PREJUDICE OR LIMIT THE SERVICE
OF PROCESS OR SUMMONS IN ANY OTHER MANNER DESCRIBED ABOVE IN THIS SECTION 13.08
OR OTHERWISE PERMITTED BY LAW.


 


(b)           EACH BORROWER HEREBY IRREVOCABLY
WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN THE
COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY
WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION
OR PROCEEDING


 


70

















 


BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(c)           EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


13.09  Counterparts.  This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute one and the same instrument.  A set of counterparts executed by all the
parties hereto shall be lodged with OSG and the Administrative Agent.


 


13.10  Effectiveness.  This Agreement shall become effective on the
date (the “Effective Date”) on which each Borrower, the Administrative
Agent and each of the Lenders who are initially parties hereto shall have
signed a counterpart hereof (whether the same or different counterparts) and
shall have delivered the same to the Administrative Agent or, in the case of
the Lenders, shall have given to the Administrative Agent telephonic (confirmed
in writing), written or facsimile notice (actually received) at such office
that the same has been signed and mailed to it. 
The Administrative Agent will give the Borrowers and each Lender prompt
written notice of the occurrence of the Effective Date.


 


13.11  Headings Descriptive.  The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not
in any way affect the meaning or construction of any provision of this
Agreement.


 


13.12  Amendment or Waiver; etc.  (a)  Neither this Agreement nor any other
Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination
is in writing signed by the respective Credit Parties party thereto and the
Required Lenders (or, in the case of Section 3.03(d), the Majority Lenders),
provided that no such change, waiver, discharge or termination shall,
without the consent of each Lender (other than a Defaulting Lender) (with
Obligations being directly affected in the case of following clause (i)) and in
the case of the following clause (v), to the extent (in the case of the
following clause (v)) that any such Lender would be required to make a Loan in
excess of its pro  rata portion provided for in this Agreement or
would receive a payment or prepayment of Loans or a commitment reduction that
(in any case) is less than its pro  rata portion provided for in
this Agreement, in each case, as a result of any such amendment, modification
or waiver referred to in the following clause (v)), (i) extend the final
scheduled maturity of any Loan or Note, extend the timing for or reduce the
principal amount of any Scheduled Commitment Reduction, or reduce the rate or
extend the time of payment of interest on any Loan or Note or Commitment
Commission (except in connection with the waiver of applicability of any
post-default increase in interest rates or reduce the principal amount thereof
(except to the extent repaid in cash), (ii) amend, modify or waive any
provision of this Section 13.12, (iii) reduce the percentage
specified in the definition of Required Lenders or Majority Lenders (it being
understood that, with the consent of the Required Lenders, additional


 


71

















 


extensions of credit
pursuant to this Agreement may be included in the determination of the Required
Lenders and Majority Lenders on substantially the same basis as the extensions
of Loans and Commitments are included on the Effective Date), (iv) consent
to the assignment or transfer by any Borrower of any of its rights and
obligations under this Agreement, or (v) amend, modify or waive Section 1.06
or amend, modify or waive any other provision in this Agreement to the extent
providing for payments or prepayments of Loans or reductions in Commitments, in
each case, to be applied pro  rata among the Lenders entitled to
such payments or prepayments of Loans or reductions in Commitments (it being
understood that the provision of additional extensions of credit pursuant to
this Agreement, or the waiver of any mandatory commitment reduction or any
mandatory prepayment of Loans by the Required Lenders shall not constitute an
amendment, modification or waiver for purposes of this clause (v)); provided,
further, that no such change, waiver, discharge or termination shall (t)
increase the Commitments of any Lender over the amount thereof then in effect
without the consent of such Lender (it being understood that waivers or
modifications of conditions precedent, covenants, Defaults or Events of Default
or of a mandatory reduction in the Commitments shall not constitute an increase
of the Commitment of any Lender, and that an increase in the available portion
of any Commitment of any Lender shall not constitute an increase in the
Commitment of such Lender), (u) without the consent of each Issuing Lender,
amend, modify or waive any provision of Section 2 or alter its rights or
obligations with respect to Letters of Credit, (v) without the consent of
each Agent, amend, modify or waive any provision of Section 12 as same
applies to such Agent or any other provision as same relates to the rights or
obligations of such Agent or (w) without the consent of the Swingline Lender,
amend, modify or waive any provision relating to the rights or obligations of
the Swingline Lender.


 


(b)           If, in connection with any proposed
change, waiver, discharge or termination to any of the provisions of this
Agreement as contemplated by clauses (i) through (iv), inclusive, of the
first proviso to Sections 13.12(a), the consent of the Required Lenders is
obtained but the consent of one or more of such other Lenders whose consent is
required is not obtained, then the Borrowers shall have the right, so long as
all non-consenting Lenders whose individual consent is required are treated as
described in either clauses (A) or (B) below, to either (A) replace
each such non-consenting Lender or Lenders (or, at the option of the Borrowers
if the respective Lender’s consent is required with respect to less than all
Loans (or related Commitments), to replace only the respective Commitments
and/or Loans of the respective non-consenting Lender which gave rise to the
need to obtain such Lender’s individual consent) with one or more Replacement
Lenders pursuant to Section 1.12 so long as at the time of such replacement,
each such Replacement Lender consents to the proposed change, waiver, discharge
or termination or (B) terminate such non-consenting Lender’s Commitment
(if such Lender’s consent is required as a result of its Commitment), and/or
repay outstanding Loans and terminate any outstanding Commitments of such
Lender which gave rise to the need to obtain such Lender’s consent, in
accordance with Sections 4.01(iv), provided that, unless the
Commitments are terminated, and Loans repaid, pursuant to preceding
clause (B) are immediately replaced in full at such time through the
addition of new Lenders or the increase of the Commitments and/or outstanding
Loans of existing Lenders (who in each case must specifically consent thereto),
then in the case of any action pursuant to preceding clause (B) the Modified
Required Lenders (determined before giving effect to the proposed action) shall
specifically consent thereto, provided, further, that in any
event the Borrowers shall not have the right to replace a Lender, terminate its
Commitment or repay its Loans solely as a result of the exercise of such Lender’s


 


72

















 


rights (and the
withholding of any required consent by such Lender) pursuant to the second
proviso to Section 13.12(a).


 


13.13  Survival.  All indemnities set forth herein including,
without limitation, in Sections 1.09, 1.10, 2.05, 4.04, 13.01 and 13.06 shall,
subject to Section 13.15 (to the extent applicable), survive the
execution, delivery and termination of this Agreement and the Notes and the
making and repayment of the Loans.


 


13.14  Domicile of Loans.  Each Lender may transfer and carry its Loans
at, to or for the account of any office, subsidiary or Affiliate of such
Lender.  Notwithstanding anything to the
contrary contained herein, to the extent that a transfer of Loans pursuant to
this Section 13.14 would, at the time of such transfer, result in
increased costs under Section 1.09, 1.10, 2.05 or 4.04 from those being
charged by the respective Lender prior to such transfer, then the Borrowers
shall not be obligated to pay such increased costs (although, without prejudice
to Section 1.11, the Borrowers shall be obligated to pay any other
increased costs of the type described above resulting from changes after the
date of the respective transfer).


 


13.15  Limitation on Additional Amounts, etc.  Notwithstanding anything to the contrary
contained in Sections 1.09, 1.10, 2.05, 4.04 or 13.01 (but excluding 13.01(b)) of
this Agreement, unless a Lender gives notice to the Borrowers that it is
obligated to pay an amount under any such Section within one year after
the later of (x) the date the Lender incurs the respective increased costs,
Taxes, loss, expense or liability, reduction in amounts received or receivable
or reduction in return on capital or (y) the date such Lender has actual
knowledge of its incurrence of the respective increased costs, Taxes, loss,
expense or liability, reductions in amounts received or receivable or reduction
in return on capital, then such Lender shall only be entitled to be compensated
for such amount by the Borrowers pursuant to said Section 1.09, 1.10, 2.05,
4.04 or 13.01 (but excluding 13.01(b)) as the case may be, to the extent the
costs, Taxes, loss, expense or liability, reduction in amounts received or
receivable or reduction in return on capital are incurred or suffered on or
after the date which occurs one year prior to such Lender giving notice to the
Borrowers that they are obligated to pay the respective amounts pursuant to
said Section 1.09, 1.10, 2.05, 4.04 or 13.01 (but excluding 13.01(b)) as
the case may be.  This Section 13.15
shall have no applicability to any Section of this Agreement other than
said Sections 1.09, 1.10, 2.05, 4.04 and 13.01 (but excluding 13.01(b)).


 


13.16  Confidentiality.  (a)  Subject to the provisions of
clauses (i) and (ii) of this Section 13.16(a), each Lender
agrees that it will use its best efforts not to disclose without the prior
consent of the Borrowers (other than to its employees, auditors, advisors or
counsel or to another Lender if the Lender or such Lender’s holding or parent
company or board of trustees in its sole discretion determines that any such
party should have access to such information, provided such Persons shall be
subject to the provisions of this Section 13.16 to the same extent as such
Lender) any information with respect to the Borrowers or any of their
respective Subsidiaries which is now or in the future furnished pursuant to
this Agreement or any other Credit Document, provided that any Lender
may disclose any such information (i) as has become generally available to
the public other than by virtue of a breach of this Section 13.16(a) by
the respective Lender, (ii) as may be required in any report, statement or
testimony submitted to any municipal, state or Federal regulatory body having
or claiming to have jurisdiction over such Lender or to the Federal Reserve
Board or the Federal Deposit Insurance Corporation or similar


 


73

















 


organizations (whether in
the United States or elsewhere) or their successors, (iii) as may be
required in respect to any summons or subpoena or in connection with any
litigation, (iv) in order to comply with any law, order, regulation or
ruling applicable to such Lender, (v) to the Administrative Agent and (vi) to
any prospective or actual transferee or participant in connection with any
contemplated transfer or participation of any of the Notes or Commitments or
any interest therein by such Lender, provided that such prospective
transferee expressly agrees (in writing or by electronic means) to be bound by
the confidentiality provisions contained in this Section 13.16.


 


(b)           Each Borrower hereby acknowledges and
agrees that each Lender may share with any of its affiliates any information
related to such Borrower or any of its Subsidiaries (including, without
limitation, any nonpublic customer information regarding the creditworthiness
of such Borrower or its Subsidiaries), provided such Persons shall be subject
to the provisions of this Section 13.16 to the same extent as such Lender.


 


13.17  Register.  Each Borrower hereby designates the
Administrative Agent to serve as such Borrower’s agent, solely for purposes of
this Section 13.17, to maintain a register (the “Register”) on
which it will record the Commitments from time to time of each of the Lenders,
the Loans made by each of the Lenders and each repayment and prepayment in
respect of the principal amount of the Loans of each Lender.  Failure to make any such recordation, or any
error in such recordation shall not affect such Borrower’s obligations in
respect of such Loans.  With respect to
any Lender, the transfer of the Commitments of such Lender and the rights to
the principal of, and interest on, any Loan made pursuant to such Commitments
shall not be effective until such transfer is recorded on the Register
maintained by the Administrative Agent with respect to ownership of such
Commitments and Loans and prior to such recordation all amounts owing to the
transferor with respect to such Commitments and Loans shall remain owing to the
transferor.  The registration of
assignment or transfer of all or part of any Commitments and Loans shall be
recorded by the Administrative Agent on the Register only upon the acceptance
by the Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 13.04(b).  Coincident with the delivery of such an
Assignment and Assumption Agreement to the Administrative Agent for acceptance
and registration of assignment or transfer of all or part of a Loan, or as soon
thereafter as practicable, the assigning or transferor Lender shall surrender
the Note evidencing such Loan, and thereupon one or more new Notes in the same
aggregate principal amount shall be issued to the assigning or transferor
Lender and/or the new Lender.  The
Borrowers jointly and severally agree to indemnify the Administrative Agent
from and against any and all losses, claims, damages and liabilities of whatsoever
nature which may be imposed on, asserted against or incurred by the
Administrative Agent in performing its duties under this Section 13.17,
except to the extent caused by the Administrative Agent’s own gross negligence
or willful misconduct.


 


13.18  Judgment Currency.  If for the purposes of obtaining judgment in
any court it is necessary to convert a sum due from any Borrower hereunder or
under any of the Notes in the currency expressed to be payable herein or under
the Notes (the “specified currency”) into another currency, the parties
hereto agree, to the fullest extent that they may effectively do so, that the
rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the specified currency with
such other currency at the Administrative Agent’s New York office on the
Business Day preceding that on


 


74

















 


which final judgment is
given.  The obligations of each Borrower
in respect of any sum due to any Lender or the Administrative Agent hereunder
or under any Note shall, notwithstanding any judgment in a currency other than
the specified currency, be discharged only to the extent that on the Business
Day following receipt by such Lender or the Administrative Agent (as the case
may be) of any sum adjudged to be so due in such other currency such Lender or
the Administrative Agent (as the case may be) may in accordance with normal
banking procedures purchase the specified currency with such other currency; if
the amount of the specified currency so purchased is less than the sum
originally due to such Lender or the Administrative Agent, as the case may be,
in the specified currency, the Borrowers agree, to the fullest extent that it
may effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Administrative Agent, as the case may
be, against such loss, and if the amount of the specified currency so purchased
exceeds the sum originally due to any Lender or the Administrative Agent, as
the case may be, in the specified currency, such Lender or the Administrative
Agent, as the case may be, agrees to remit such excess to such Borrowers.


 


13.19  Language.  All correspondence, including, without
limitation, all notices, reports and/or certificates, delivered by any Credit
Party to the Administrative Agent, or any Lender shall, unless otherwise agreed
by the respective recipients thereof, be submitted in the English language or,
to the extent the original of such document is not in the English language,
such document shall be delivered with a certified English translation thereof.


 


13.20  Waiver of Immunity.  Each Borrower, in respect of itself, each
other Credit Party, its and their process agents, and its and their properties
and revenues, hereby irrevocably agrees that, to the extent that any Borrower,
any other Credit Party or any of its or their properties has or may hereafter
acquire any right of immunity from any legal proceedings, whether in the United
States, the Republic of the Marshall Islands or elsewhere, to enforce or
collect upon the Obligations of any Borrower or any other Credit Party related
to or arising from the transactions contemplated by any of the Credit
Documents, including, without limitation, immunity from service of process,
immunity from jurisdiction or judgment of any court or tribunal, immunity from
execution of a judgment, and immunity of any of its property from attachment
prior to any entry of judgment, or from attachment in aid of execution upon a
judgment, each Borrower, for itself and on behalf of the other Credit Parties,
hereby expressly waives, to the fullest extent permissible under applicable
law, any such immunity, and agrees not to assert any such right or claim in any
such proceeding, whether in the United States, the Republic of the Marshall
Islands.


 


13.21  USA PATRIOT Act Notice.  Each Lender hereby notifies each Credit Party
that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub.: 107-56
(signed into law October 26, 2001)) (the “PATRIOT Act”), it is
required to obtain, verify, and record information that identifies each Credit
Party, which information includes the name of each Credit Party and other
information that will allow such Lender to identify each Credit Party in
accordance with the PATRIOT Act, and each Credit Party agrees to provide such
information from time to time to any Lender.


 


*     *     *


 


75

















 


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


 


	
   

  	
  OVERSEAS
  SHIPHOLDING GROUP, INC.,

  
	
   

  	
   

  	
  as a Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Myles Itkin

  	
   

  
	
   

  	
   

  	
  Name: Myles Itkin

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President,

  Chief Financial Officer

  and Treasurer

  
	
   

  	
   

  	
  Address: 666 Third Avenue

  New York, NY 10017

  
	
   

  	
   

  	
  Telephone: (212) 578-1942

  
	
   

  	
   

  	
  Facsimile: (212) 251-1170

  
	
   

  	
   

  
	
   

  	
  With a copy to:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OSG BULK SHIPS,
  INC.,

  
	
   

  	
   

  	
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Myles Itkin

  	
   

  
	
   

  	
   

  	
  Name: Myles
  Itkin

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice
  President

  and Treasurer

  
	
   

  	
   

  	
  Address: 666 Third Avenue

  New York, NY 10017

  
	
   

  	
   

  	
  Telephone: (212) 578-1942

  
	
   

  	
   

  	
  Facsimile: (212) 251-1170

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OSG
  INTERNATIONAL, INC.,

  
	
   

  	
   

  	
  as a Borrower

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Myles Itkin

  	
   

  
	
   

  	
   

  	
  Name: Myles
  Itkin

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  and Treasurer

  
	
   

  	
   

  	
  Address: 666 Third Avenue

  New York, NY 10017

  
	
   

  	
   

  	
  Telephone: (212) 578-1942

  
	
   

  	
   

  	
  Facsimile: (212) 251-1170

  
						



 

















 


	
   

  	
  DnB NOR BANK
  ASA, NEW YORK BRANCH,

  
	
   

  	
   

  	
  as
  Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Nikolai A.
  Nachamkin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Nikolai A.
  Nachamkin

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tor Ivar Hansen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Tor Ivar Hansen

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice
  President

  
					



 

















 


	
   

  	
  CITIBANK, N.A.,

  
	
   

  	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles R. Delamater

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Charles R.
  Delamater

  
	
   

  	
   

  	
  Title: 

  	
  Managing
  Director

  Senior Credit Officer

  
					



 

















 


	
   

  	
  HSBC BANK USA
  NATIONAL ASSOCIATION,

  
	
   

  	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ C J Warner

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  C J Warner

  
	
   

  	
   

  	
  Title: 

  	
  Head of
  Transport,

  Services & Infrastructure

  
					



 

















 


	
   

  	
  NORDEA BANK
  NORGE ASA, GRAND CAYMAN BRANCH,

  
	
   

  	
   

  	
  as a Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Martin Lunder

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Martin Lunder

  
	
   

  	
   

  	
  Title: 

  	
  Senior Vice President

  
					



 


	
   

  	
  By:

  	
  /s/ Hans Chr. Kjelsrud

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Hans Chr.
  Kjelsrud

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 

















 


SCHEDULE I


 


COMMITMENTS


 




	
  Lender

  	
   

  	
  Commitments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CITIBANK, N.A.

  	
   

  	
  $

  	
  375,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DnB
  NOR BANK ASA, NEW YORK BRANCH

  	
   

  	
  $

  	
  375,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  HSBC BANK USA NATIONAL
  ASSOCIATION

  	
   

  	
  $

  	
  375,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NORDEA BANK
  NORGE ASA, NEW YORK BRANCH

  	
   

  	
  $

  	
  375,000,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
  $

  	
  1,500,000,000

  	
   

  






 

















 


SCHEDULE II


 


LENDER
ADDRESSES


 


	
  INSTITUTIONS

  	
   

  	
  ADDRESSES

  
	
   

  	
   

  	
   

  
	
  CITIBANK,
  N.A.

  	
   

  	
  388 Greenwich
  Street

  23rd Floor

  New York, NY 10013

  Attn: Charles R. Delamator/Elizabeth O’Hagan

  Telephone:  212-816-5480/5448

  Facsimile:  212-816-5429/646-291-1881

  Email: charles.r.delamator@citigroup.com

  elibeth.ohagan@citigroup.com

  
	
   

  	
   

  	
   

  
	
  DnB NOR
  BANK ASA, NEW YORK BANK

  	
   

  	
  200 Park Avenue,
  31st Floor

  New York, NY 10166

  Attn: Nikolai Nachamkin/Tor Ivar Hansen

  Telephone:  212-618-3863/3856

  Facsimile:   212-681-3900

  e-mail:         nikolai.nachamkin@dnbnor.no

        tor.ivar.hansen@dnbnor.no

  
	
   

  	
   

  	
   

  
	
  HSBC
  BANK USA NATIONAL ASSOCIATION

  	
   

  	
  425 Fifth
  Avenue, 5th Floor

  New York, NY 10018

  Attn: Chris Warner/Bryan DeBroka

  Telephone:  212-525-8868/2581

  Facsimile:   212-525-2469

  e-mail:         chris.warner@us.hsbc.com

        bryan.debroka@us.hsbc.com

  
	
   

  	
   

  	
   

  
	
  NORDEA
  BANK NORGE ASA, GRAND CAYMAN BRANCH

  	
   

  	
  437 Madison
  Avenue, 21st Floor

  New York, NY 10022

  Attn: Martin Lunder/Anne Engen

  Telephone:  212-318-9634/9633

  Facsimile:   212-521-4420

  e-mail:         martin.lunder@nordea.com

        anne.engen@nordea.com

  



 

















 


SCHEDULE III


 


OUTSTANDING
INDEBTEDNESS


 


	
   

  	
   

  	
  Drawn

  	
   

  	
  Undrawn

  	
   

  	
  Total

  	
   

  
	
  1         Credit
  Agreement providing for a Senior Revolving Credit Facility of $500,000,000
  dated January 14, 2005 between Overseas Shipholding Group, Inc, OSG Bulk
  Ships, Inc., and OSG International, Inc., as joint and several
  borrowers, and DnB NOR Bank ASA, New York Branch, as Administrative Agent.

  	
   

  	
  $

  	
  199,000,000

  	
   

  	
  $

  	
  301,000,000

  	
   

  	
  $

  	
  500,000,000

  	
   

  
	
  2         Credit
  Agreement providing for a Senior Revolving Credit Facility of $155,000,000
  dated November 30, 2004, between Overseas Shipholding Group, Inc, OSG
  Bulk Ships, Inc., and OSG International, Inc., as joint and several
  borrowers, and Vereins-Und-Westbank AG, as Administrative Agent.

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  155,000,000

  	
   

  	
  $

  	
  155,000,000

  	
   

  
	
  3         Credit
  Agreement providing for a Senior Revolving Credit Facility of $100,000,000
  dated July 23, 2004, as amended September 22, 2005, between
  Overseas Shipholding Group, Inc, OSG Bulk Ships, Inc., and OSG
  International, Inc., as joint and several borrowers, and DnB NOR Bank
  ASA, New York Branch, as Administrative Agent.

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  100,000,000

  	
   

  	
  $

  	
  100,000,000

  	
   

  
	
  4         Credit
  Agreement providing for a Senior Revolving Credit Facility of $180,000,000
  dated October 21, 2003 between Overseas Shipholding Group, Inc, OSG Bulk
  Ships, Inc., and OSG International, Inc., as joint and several
  borrowers, and DnB NOR Bank ASA, New York Branch, as Administrative Agent.

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  180,000,000

  	
   

  	
  $

  	
  180,000,000

  	
   

  
	
  5         Credit
  Agreement providing for a Senior Revolving Credit Facility of $150,000,000
  dated August 20, 2003 between Overseas Shipholding Group, Inc, OSG Bulk
  Ships, Inc., and OSG International, Inc., as joint and several
  borrowers, and HSH Nordbank AG, as Agent.

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  150,000,000

  	
   

  	
  $

  	
  150,000,000

  	
   

  
	
  6         Credit
  Agreement among Overseas Shipholding Group, Inc, OSG Bulk Ships, Inc.,
  and OSG International, Inc., as joint and several borrowers, and
  JPMorgan Chase, as Administrative Agent, dated December 12, 2001, as
  amended January 22, 2002.

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  200,000,000

  	
   

  	
  $

  	
  200,000,000

  	
   

  
	
  7         Credit
  Agreement providing for a Senior 364 Day Facility of $45,000,000 dated October 31,
  2005 between Overseas Shipholding Group, Inc, OSG Bulk Ships, Inc., and
  OSG International, Inc., as joint and several borrowers, and DnB NOR
  Bank ASA, New York Branch, as Lender

  	
   

  	
  $

  	
  1,000,000

  	
   

  	
  $

  	
  44,000,000

  	
   

  	
  $

  	
  45,000,000

  	
   

  
	
   

  	
   

  	
  $

  	
  200,000,000

  	
   

  	
  $

  	
  1,130,000,000

  	
   

  	
  $

  	
  1,330,000,000

  	
   

  



 

















 


SCHEDULE IV


 


EXISTING
LIENS


 


	
  Debtor

  	
   

  	
  Secured Party

  	
   

  	
  Jurisdiction

  	
   

  	
  Collateral

  
	
  Fifth Aframax Tanker Corp.

  	
   

  	
  Danish Ship Finance A/S
  (Danmarks Skibskredit A/S)

  	
   

  	
  Marshall Islands

  	
   

  	
  Overseas Shirley

  
	
  Sixth Aframax Tanker Corp.

  	
   

  	
  Danish Ship Finance A/S
  (Danmarks Skibskredit A/S)

  	
   

  	
  Marshall Islands

  	
   

  	
  Overseass Josefa Camejo

  
	
  Seventh Aframax Tanker
  Corp.

  	
   

  	
  Deutsche Schiffsbank

  	
   

  	
  Marshall Islands

  	
   

  	
  Overseas Fran

  
	
  Eighth Aframax Tanker
  Corp.

  	
   

  	
  Deutsche Schiffsbank

  	
   

  	
  Marshall Islands

  	
   

  	
  Overseas Portland

  
	
  1372 Tanker Corporation

  	
   

  	
  Danish Ship Finance A/S
  (Danmarks Skibskredit A/S)

  	
   

  	
  Marshall Islands

  	
   

  	
  Overseas Mulan

  
	
  Alcesmar Ltd

  	
   

  	
  Danish Ship Finance A/S
  (Danmarks Skibskredit A/S)

  	
   

  	
  Marshall Islands

  	
   

  	
  Overseas Alcesmar

  
	
  Alcmar Ltd

  	
   

  	
  Danish Ship Finance A/S
  (Danmarks Skibskredit A/S)

  	
   

  	
  Cyprus

  	
   

  	
  Alcmar

  
	
  Antigmar Ltd

  	
   

  	
  Danish Ship Finance A/S
  (Danmarks Skibskredit A/S)

  	
   

  	
  Marshall Islands

  	
   

  	
  Overseas Antigmar

  
	
  Andromar Ltd

  	
   

  	
  Danish Ship Finance A/S
  (Danmarks Skibskredit A/S)

  	
   

  	
  Marshall Islands

  	
   

  	
  Overseas Andromar

  
	
  Ariadmar Ltd

  	
   

  	
  Danish Ship Finance A/S
  (Danmarks Skibskredit A/S)

  	
   

  	
  Marshall Islands

  	
   

  	
  Overseas Ariadmar

  



 

















 


SCHEDULE V


 


EXISTING
INDEBTEDNESS


 


	
  Borrower(s)

  	
   

  	
  Lender(s)

  	
   

  	
  Governing Agreement

  	
   

  	
  Aggregate

  Principal

  Amount

  	
   

  	
  Guarantor(s)

  
	
  Fifth Aframax
  Tanker Corp. and Sixth Aframax Tanker Corp. as joint and several borrowers

  	
   

  	
  Danish Ship
  Finance A/S (Danmarks Skibskredit A/S)

  	
   

  	
  Loan Agreement
  dated March 22, 2004

  	
   

  	
  $

  	
  52,727,274

  	
   

  	
  OSG, OBS, and
  OIN, jointly and severally

  
	
  Seventh Aframax
  Tanker Corp. and Eighth Aframax Tanker Corp.as joint and several borrowers

  	
   

  	
  Deutsche
  Schiffsbank

  	
   

  	
  Term Loan and
  Revolving Credit Agreement dated August 20, 2004

  	
   

  	
  66,477,872

  	
   

  	
  OSG, OBS, and
  OIN, jointly and severally

  
	
  1372 Tanker
  Corporation

  	
   

  	
  Danish Ship
  Finance A/S (Danmarks Skibskredit A/S)

  	
   

  	
  Credit Agreement
  dated August 1, 2002

  	
   

  	
  40,909,094

  	
   

  	
  OSG, OBS, and
  OIN, jointly and severally

  
	
  Alcesmar Ltd, Alcmar
  Ltd, Antigmar Ltd, Andromar Ltd, and Ariadmar Ltd, as joint and several
  borrowers

  	
   

  	
  Danish Ship
  Finance A/S (Danmarks Skibskredit A/S)

  	
   

  	
  Loan Agreement
  dated January 26, 2005

  	
   

  	
  169,696,970

  	
   

  	
  OSG, OBS, and
  OIN, jointly and severally

  
	
  Overseas
  Shipholding Group, Inc.

  	
   

  	
  Public

  	
   

  	
  Indenture with
  Chase Manhattan Bank

  	
   

  	
  84,975,000

  	
   

  	
   

  
	
  Overseas
  Shipholding Group, Inc.

  	
   

  	
  Public

  	
   

  	
  Indenture with
  Wilmington Trust Company

  	
   

  	
  200,000,000

  	
   

  	
   

  
	
  Overseas
  Shipholding Group, Inc.

  	
   

  	
  Public

  	
   

  	
  Indenture with
  Wilmington Trust Company dated March 7, 2003

  	
   

  	
  150,000,000

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  764,786,210

  	
   

  	
   

  



 

















 


SCHEDULE VI


 


ASSOCIATED COSTS RATE


 


1.             The Associated Costs Rate is an addition to
the interest rate to compensate Lenders for the cost of compliance with (a) the
requirements of the Bank of England and/or the UK Financial Services Authority
(or, in either case, any other authority which replaces all or any of its
functions) or (b) the requirements of the European Central Bank.


 


2.             On the first day of each Interest Period (or
as soon as possible thereafter) the Administrative Agent shall calculate, as a
percentage rate, a rate (the “Additional Cost Rate”) for each Lender, in
accordance with the paragraphs set out below. 
The Associated Costs Rate will be calculated by the Administrative Agent
as a weighted average of the Lenders’ Additional Cost Rates (weighted in
proportion to the percentage participation of each Lender in the relevant Loan)
and will be expressed as a percentage rate per annum.


 


3.            The Additional Cost Rate for any Lender lending
from a lending office in a participating member state (as defined in the
relevant EMU Legislation) will be the percentage notified by that Lender to the
Administrative Agent.  This percentage
will be certified by that Lender in its notice to the Administrative Agent to
be its reasonable determination of the cost (expressed as a percentage of that
Lender’s participation in all Loans made from that lending office) of complying
with the minimum reserve requirements of the European Central Bank in respect
of loans made from that lending office.


 


4.            The Additional Cost Rate for any Lender
lending from a lending office in the United Kingdom will be calculated by the
Administrative Agent as follows:


 


(a)           in relation to a Loan denominated in Pounds
Sterling:


 


AB + C(B-D) +
E x 0.01      per cent. per annum


100-(A+C)


 


(b)           in relation to a Loan in any Currency other
than Pounds Sterling:


 


E x 0.01     per cent. per annum


300


 


Where:


 


A           is the percentage of Eligible Liabilities
(assuming these to be in excess of any stated minimum) which that Lender is
from time to time required to maintain as an interest free cash ratio deposit
with the Bank of England to comply with cash ratio requirements.


 


B             is the percentage rate of interest (excluding
the Applicable Margin, the Associated Costs Rate and, if any portion of the
Loan is overdue, the additional rate of interest specified in Section 1.08(c))
payable for the relevant Interest Period on the Loan.


 


C            is the percentage (if any) of Eligible
Liabilities which that Lender is required from time to time to maintain as
interest bearing Special Deposits with the Bank of England.


 

















 


D            is the percentage rate per annum payable by
the Bank of England to the Administrative Agent on interest bearing Special
Deposits.


 


E            is designed to compensate Lenders for amounts
payable under the Fees Rules and is calculated by the Administrative Agent
as being the average of the most recent rates of charge supplied by the Lenders
to the Administrative Agent pursuant to paragraph 7 below and expressed in
pounds per £1,000,000.


 


5.            For the purposes of this Schedule VI:


 


(a)         “Eligible Liabilities” and “Special Deposits”
have the meanings given to them from time to time under or pursuant to the Bank
of England Act 1998 or (as may be appropriate) by the Bank of England;


 


(b)        “Fees Rules” means the rules on periodic
fees contained in the FSA Supervision Manual or such other law or regulation as
may be in force from time to time in respect of the payment of fees for the
acceptance of deposits;


 


(c)        “Fee Tariffs” means the fee tariffs specified
in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring
any minimum fee or zero rated fee required pursuant to the Fees Rules but
taking into account any applicable discount rate); and


 


(d)        “Tariff Base” has the meaning given to it in,
and will be calculated in accordance with, the Fees Rules.


 


6.            In application of the above formulae, A, B, C
and D will be included in the formulae as percentages (i.e., 5 per cent. will be included in the formula
as 5 and not as 0.05).  A negative result
obtained by subtracting D from B shall be taken as zero.  The resulting figures shall be rounded to
four decimal places.


 


7.            If requested by the Administrative Agent, each
Lender shall, as soon as practicable after publication by the UK Financial
Services Authority, supply to the Administrative Agent, the rate of charge
payable by that Lender to the UK Financial Services Authority pursuant to the
Fees Rules in respect of the relevant financial year of the UK Financial
Services Authority (calculated for this purpose by that Lender as being the
average of the Fee Tariffs applicable to that Lender for that financial year)
and expressed in pounds per £1,000,000 of the Tariff Base of that Lender.


 


8.            Each Lender shall supply any information
required by the Administrative Agent for the purpose of calculating its
Additional Cost Rate.  In particular, but
without limitation, each Lender shall supply the following information on or
prior to the date on which it becomes a Lender:


 


(a)             the jurisdiction of its lending office for
Loans made by such Lender; and


 


(b)            any other information that the Administrative
Agent may reasonably require for such purpose.


 


2

















 


Each Lender shall promptly notify the Administrative
Agent of any change to the information provided by it pursuant to this
paragraph.


 


9.             The percentages of each Lender for the purpose
of A and C above and the rates of charge of each Lender for the purpose of E
above shall be determined by the Administrative Agent based upon the
information supplied to it pursuant to paragraphs 7 and 8 above and on the
assumption that, unless a Lender notifies the Administrative Agent to the
contrary, each Lender’s obligations in relation to cash ratio deposits and
Special Deposits are the same as those of a typical bank from its jurisdiction
of incorporation with a lending office in the same jurisdiction as its lending
office.


 


10.           The Administrative Agent shall have no
liability to any Person if such determination results in an Additional Cost
Rate which over or under compensates any Lender and shall be entitled to assume
that the information provided by any Lender pursuant to paragraphs 3, 7 and 8
above is true and correct in all respects.


 


11.           The Administrative Agent shall distribute the
additional amounts received as a result of the Associated Costs Rate to the
Lenders on the basis of the Additional Cost Rate for each Lender based on the
information provided by each Lender pursuant to paragraphs 3, 7 and 8 above.


 


12.           Any determination by the Administrative Agent
pursuant to this Schedule VI in relation to a formula, the Associated
Costs Rate, an Additional Cost Rate or any amount payable to a Lender shall, in
the absence of manifest error, be conclusive and binding on all parties.


 


13.           The Administrative Agent may from time to
time, after consultation with the Borrowers and the Lenders, determine and
notify to all parties any amendments which are required to be made to this Schedule VI
in order to comply with any change in law, regulation or any requirements from
time to time imposed by the Bank of England, the UK Financial Services
Authority or the European Central Bank (or, in any case, any other authority
which replaces all or any of its functions) and any such determination shall,
in the absence of manifest error, be conclusive and binding on all parties.


 


3

















 


SCHEDULE VII


 


FLEET LIST


 


	
  VESSEL

  	
   

  	
  Vessel
  Type

  	
   

  	
  YEAR

  OF

  BUILD

  	
   

  	
  DWT

  	
   

  	
  Ownership

  	
   

  	
  Charter

  Expiry

  	
   

  	
  %

  INTEREST

  	
   

  	
  Book
  Value

  	
   

  	
  Encumbered

  	
   

  	
  Lien
  Amount

  	
   

  
	
   

  	
  Operating

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  TI OCEANIA

  	
   

  	
  V PLUS

  	
   

  	
  2003

  	
   

  	
  441,585

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  107,167,842

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  2

  	
  TI AFRICA

  	
   

  	
  V PLUS

  	
   

  	
  2002

  	
   

  	
  441,655

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  106,911,376

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  3

  	
  OVERSEAS ROSALYN

  	
   

  	
  VLCC

  	
   

  	
  2003

  	
   

  	
  317,972

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  65,843,817

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  4

  	
  OVERSEAS MULAN

  	
   

  	
  VLCC

  	
   

  	
  2002

  	
   

  	
  318,518

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  64,350,027

  	
   

  	
  $

  	
  64,350,027

  	
   

  	
  $

  	
  40,909,094

  	
   

  
	
  5

  	
  TANABE

  	
   

  	
  VLCC

  	
   

  	
  2002

  	
   

  	
  298,561

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  69,662,563

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  6

  	
  OVERSEAS ANN

  	
   

  	
  VLCC

  	
   

  	
  2001

  	
   

  	
  309,327

  	
   

  	
  Time Chartered

  	
   

  	
  Apr-12

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  7

  	
  OVERSEAS CHRIS

  	
   

  	
  VLCC

  	
   

  	
  2001

  	
   

  	
  309,285

  	
   

  	
  Time Chartered

  	
   

  	
  Oct-11

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  8

  	
  SAKURA I

  	
   

  	
  VLCC

  	
   

  	
  2001

  	
   

  	
  298,644

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  65,204,295

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  9

  	
  OVERSEAS DONNA

  	
   

  	
  VLCC

  	
   

  	
  2000

  	
   

  	
  309,498

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  54,867,367

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  10

  	
  RAPHAEL

  	
   

  	
  VLCC

  	
   

  	
  2000

  	
   

  	
  309,614

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  53,837,575

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  11

  	
  REGAL UNITY

  	
   

  	
  VLCC

  	
   

  	
  1997

  	
   

  	
  309,966

  	
   

  	
  Time Chartered

  	
   

  	
  Apr-11

  	
   

  	
  100.0

  	
  %

  	
  $

  	
   

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  12

  	
  EQUATORIAL LION

  	
   

  	
  VLCC

  	
   

  	
  1997

  	
   

  	
  300,349

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  57,528,895

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  13

  	
  CROWN UNITY

  	
   

  	
  VLCC

  	
   

  	
  1996

  	
   

  	
  300,482

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  62,845,261

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  14

  	
  MAJESTIC UNITY

  	
   

  	
  VLCC

  	
   

  	
  1996

  	
   

  	
  300,549

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  62,319,998

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  15

  	
  SOVEREIGN UNITY

  	
   

  	
  VLCC

  	
   

  	
  1996

  	
   

  	
  309,892

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  62,258,942

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  16

  	
  V. K. EDDIE

  	
   

  	
  VLCC

  	
   

  	
  2005

  	
   

  	
  305,261

  	
   

  	
  Time Chartered

  	
   

  	
  May-10

  	
   

  	
  40.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  17

  	
  ARDENNE V

  	
   

  	
  VLCC

  	
   

  	
  2004

  	
   

  	
  318,658

  	
   

  	
  Time Chartered

  	
   

  	
  September-09

  	
   

  	
  40.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  18

  	
  SEA FORTUNE

  	
   

  	
  VLCC

  	
   

  	
  2003

  	
   

  	
  298,833

  	
   

  	
  Time Chartered

  	
   

  	
  March-06

  	
   

  	
  30.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  19

  	
  C. DREAM

  	
   

  	
  VLCC

  	
   

  	
  2000

  	
   

  	
  298,570

  	
   

  	
  Time Chartered

  	
   

  	
  March-09

  	
   

  	
  15.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  20

  	
  MERIDIAN LION

  	
   

  	
  VLCC

  	
   

  	
  1997

  	
   

  	
  300,579

  	
   

  	
  Time Chartered

  	
   

  	
  June-11

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  21

  	
  TI NINGBO

  	
   

  	
  VLCC

  	
   

  	
  1996

  	
   

  	
  298,306

  	
   

  	
  Time Chartered

  	
   

  	
  April-07

  	
   

  	
  50.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  22

  	
  TI QINGDAO

  	
   

  	
  VLCC

  	
   

  	
  1995

  	
   

  	
  298,306

  	
   

  	
  Time Chartered

  	
   

  	
  May-07

  	
   

  	
  50.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  23

  	
  OVERSEAS CATHY

  	
   

  	
  AFRAMAX

  	
   

  	
  2004

  	
   

  	
  112,028

  	
   

  	
  Time Chartered

  	
   

  	
  Jan-12

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  24

  	
  OVERSEAS SOPHIE

  	
   

  	
  AFRAMAX

  	
   

  	
  2003

  	
   

  	
  112,045

  	
   

  	
  Time Chartered

  	
   

  	
  Jul-11

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  26

  	
  OVERSEAS PORTLAND

  	
   

  	
  AFRAMAX

  	
   

  	
  2002

  	
   

  	
  112,139

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  31,531,616

  	
   

  	
  $

  	
  31,531,616

  	
   

  	
  $

  	
  23,238,936

  	
   

  
	
  26

  	
  OVERSEAS FRAN

  	
   

  	
  AFRAMAX

  	
   

  	
  2001

  	
   

  	
  112,118

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  30,601,640

  	
   

  	
  $

  	
  30,601,640

  	
   

  	
  $

  	
  23,238,936

  	
   

  
	
  27

  	
  OVERSEAS JOSEFA
  CAMEJO

  	
   

  	
  AFRAMAX

  	
   

  	
  2001

  	
   

  	
  112,200

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  29,398,370

  	
   

  	
  $

  	
  29,398,370

  	
   

  	
  $

  	
  26,363,637

  	
   

  
	
  28

  	
  OVERSEAS SHIRLEY

  	
   

  	
  AFRAMAX

  	
   

  	
  2001

  	
   

  	
  112,056

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  29,287,221

  	
   

  	
  $

  	
  29,287,221

  	
   

  	
  $

  	
  26,363,637

  	
   

  
	
  29

  	
  ANIA

  	
   

  	
  AFRAMAX

  	
   

  	
  1994

  	
   

  	
  94,848

  	
   

  	
  Time Chartered

  	
   

  	
  Oct-10

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  



 

















 


	
  VESSEL

  	
   

  	
  Vessel
  Type

  	
   

  	
  YEAR

  OF

  BUILD

  	
   

  	
  DWT

  	
   

  	
  Ownership

  	
   

  	
  Charter

  Expiry

  	
   

  	
  %

  INTEREST

  	
   

  	
  Book
  Value

  	
   

  	
  Encumbered

  	
   

  	
  Lien
  Amount

  	
   

  
	
  30

  	
  BERYL

  	
   

  	
  AFRAMAX

  	
   

  	
  1994

  	
   

  	
  94,799

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  34,335,889

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  31

  	
  ELIANE

  	
   

  	
  AFRAMAX

  	
   

  	
  1994

  	
   

  	
  94,813

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  35,508,457

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  32

  	
  PACIFIC RUBY

  	
   

  	
  AFRAMAX

  	
   

  	
  1994

  	
   

  	
  96,358

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  26,152,879

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  33

  	
  PACIFIC SAPPHIRE

  	
   

  	
  AFRAMAX

  	
   

  	
  1994

  	
   

  	
  96,173

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  25,961,446

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  34

  	
  REBECCA

  	
   

  	
  AFRAMAX

  	
   

  	
  1994

  	
   

  	
  94,873

  	
   

  	
  Time Chartered

  	
   

  	
  Oct-10

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  35

  	
  OVERSEAS KEYMAR

  	
   

  	
  AFRAMAX

  	
   

  	
  1993

  	
   

  	
  95,822

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  40,648,571

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  36

  	
  JACAMAR

  	
   

  	
  AFRAMAX

  	
   

  	
  1999

  	
   

  	
  104,024

  	
   

  	
  Bareboat Chartered

  	
   

  	
  January-11

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  37

  	
  TAKAMAR

  	
   

  	
  AFRAMAX

  	
   

  	
  1998

  	
   

  	
  104,024

  	
   

  	
  January-11

  	
   

  	
  January-11

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  38

  	
  CAPE ASPRO

  	
   

  	
  AFRAMAX

  	
   

  	
  1998

  	
   

  	
  105,337

  	
   

  	
  Time Chartered

  	
   

  	
  March-09

  	
   

  	
  50.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  39

  	
  CAPE AVILA

  	
   

  	
  AFRAMAX

  	
   

  	
  1998

  	
   

  	
  105,337

  	
   

  	
  Time Chartered

  	
   

  	
  March-09

  	
   

  	
  50.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  40

  	
  OVERSEAS
  REGINAMAR

  	
   

  	
  PANAMAX

  	
   

  	
  2004

  	
   

  	
  70,313

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  33,510,988

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  41

  	
  OVERSEAS REINEMAR

  	
   

  	
  PANAMAX

  	
   

  	
  2004

  	
   

  	
  70,313

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  33,515,244

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  42

  	
  CABO SOUNION

  	
   

  	
  PANAMAX

  	
   

  	
  2004

  	
   

  	
  69,636

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  51,394,706

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  43

  	
  OVERSEAS REYMAR

  	
   

  	
  PANAMAX

  	
   

  	
  2004

  	
   

  	
  69,636

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  51,415,342

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  44

  	
  CABO HELLAS

  	
   

  	
  PANAMAX

  	
   

  	
  2003

  	
   

  	
  69,636

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  49,478,469

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  45

  	
  OVERSEAS PEARLMAR

  	
   

  	
  PANAMAX

  	
   

  	
  2002

  	
   

  	
  69,697

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  47,414,107

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  46

  	
  OVERSEAS JADEMAR

  	
   

  	
  PANAMAX

  	
   

  	
  2002

  	
   

  	
  69,708

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  47,439,234

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  47

  	
  OVERSEAS RUBYMAR

  	
   

  	
  PANAMAX

  	
   

  	
  2002

  	
   

  	
  69,599

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  47,439,787

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  48

  	
  OVERSEAS ROSEMAR

  	
   

  	
  PANAMAX

  	
   

  	
  2002

  	
   

  	
  69,629

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  47,446,928

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  49

  	
  OVERSEAS GOLDMAR

  	
   

  	
  PANAMAX

  	
   

  	
  2002

  	
   

  	
  69,684

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  47,450,756

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  50

  	
  OVERSEAS
  SILVERMAR

  	
   

  	
  PANAMAX

  	
   

  	
  2002

  	
   

  	
  69,609

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  47,451,893

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  51

  	
  OVERSEAS POLYS

  	
   

  	
  PANAMAX

  	
   

  	
  1993

  	
   

  	
  68,623

  	
   

  	
  Bareboat Chartered

  	
   

  	
  September-09

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  52

  	
  OVERSEAS
  CLELIAMAR

  	
   

  	
  PANAMAX

  	
   

  	
  1993

  	
   

  	
  68,626

  	
   

  	
  Bareboat Chartered

  	
   

  	
  September-09

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  53

  	
  ALCESMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  2004

  	
   

  	
  46,214

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  47,586,895

  	
   

  	
  $

  	
  47,586,895

  	
   

  	
  $

  	
  33,939,394

  	
   

  



 


2

















 


	
  VESSEL

  	
   

  	
  Vessel
  Type

  	
   

  	
  YEAR

  OF

  BUILD

  	
   

  	
  DWT

  	
   

  	
  Ownership

  	
   

  	
  Charter

  Expiry

  	
   

  	
  %

  INTEREST

  	
   

  	
  Book
  Value

  	
   

  	
  Encumbered

  	
   

  	
  Lien
  Amount

  	
   

  
	
  54

  	
  ALCMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  2004

  	
   

  	
  46,248

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  47,593,430

  	
   

  	
  $

  	
  47,593,430

  	
   

  	
  $

  	
  33,939,394

  	
   

  
	
  55

  	
  ANTIGMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  2004

  	
   

  	
  46,168

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  47,662,437

  	
   

  	
  $

  	
  47,662,437

  	
   

  	
  $

  	
  33,939,394

  	
   

  
	
  56

  	
  ANDROMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  2004

  	
   

  	
  46,195

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  47,662,437

  	
   

  	
  $

  	
  47,662,437

  	
   

  	
  $

  	
  33,939,394

  	
   

  
	
  57

  	
  ARIADMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  2004

  	
   

  	
  46,205

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  47,628,074

  	
   

  	
  $

  	
  47,628,074

  	
   

  	
  $

  	
  33,939,394

  	
   

  
	
  58

  	
  OVERSEAS ATALMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  2004

  	
   

  	
  46,205

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  47,625,656

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  59

  	
  OVERSEAS AMBERMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  2002

  	
   

  	
  35,970

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  36,993,904

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  60

  	
  OVERSEAS PETROMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  2001

  	
   

  	
  35,768

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  35,046,426

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  61

  	
  OVERSEAS AQUAMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1998

  	
   

  	
  47,236

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  36,412,016

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  62

  	
  OVERSEAS LUXMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1998

  	
   

  	
  45,999

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  36,406,382

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  63

  	
  OVERSEAS RIMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1998

  	
   

  	
  45,999

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  36,415,419

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  64

  	
  OVERSEAS MAREMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1998

  	
   

  	
  47,225

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  36,429,655

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  65

  	
  OVERSEAS ALMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1996

  	
   

  	
  46,169

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  32,489,527

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  66

  	
  OVERSEAS LIMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1996

  	
   

  	
  46,171

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  32,517,890

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  67

  	
  OVERSEAS NEDIMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1996

  	
   

  	
  46,821

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  32,434,069

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  68

  	
  NEPTUNE

  	
   

  	
  HANDYSIZE

  	
   

  	
  1989

  	
   

  	
  40,085

  	
   

  	
  Bareboat Chartered

  	
   

  	
  July-08

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  69

  	
  OVERSEAS ERMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1989

  	
   

  	
  39,977

  	
   

  	
  Bareboat Chartered

  	
   

  	
  July-09

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  70

  	
  VEGA

  	
   

  	
  HANDYSIZE

  	
   

  	
  1989

  	
   

  	
  39,711

  	
   

  	
  Bareboat Chartered

  	
   

  	
  January-09

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  71

  	
  DELPHINA

  	
   

  	
  HANDYSIZE

  	
   

  	
  1989

  	
   

  	
  39,674

  	
   

  	
  Bareboat Chartered

  	
   

  	
  January-09

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  72

  	
  OVERSEAS FULMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1989

  	
   

  	
  39,521

  	
   

  	
  Bareboat Chartered

  	
   

  	
  July-09

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  73

  	
  OVERSEAS CAMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1988

  	
   

  	
  46,100

  	
   

  	
  Bareboat Chartered

  	
   

  	
  July-09

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  74

  	
  OVERSEAS JAMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1988

  	
   

  	
  46,100

  	
   

  	
  Bareboat Chartered

  	
   

  	
  July-09

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  75

  	
  OVERSEAS ALLENMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1988

  	
   

  	
  41,570

  	
   

  	
  Bareboat Chartered

  	
   

  	
  July-09

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  



 


3

















 


	
  VESSEL

  	
   

  	
  Vessel
  Type

  	
   

  	
  YEAR

  OF

  BUILD

  	
   

  	
  DWT

  	
   

  	
  Ownership

  	
   

  	
  Charter

  Expiry

  	
   

  	
  %

  INTEREST

  	
   

  	
  Book
  Value

  	
   

  	
  Encumbered

  	
   

  	
  Lien
  Amount

  	
   

  
	
  76

  	
  URANUS

  	
   

  	
  HANDYSIZE

  	
   

  	
  1988

  	
   

  	
  40,085

  	
   

  	
  Bareboat Chartered

  	
   

  	
  July-08

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  77

  	
  OVERSEAS PRIMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1988

  	
   

  	
  39,539

  	
   

  	
  Bareboat Chartered

  	
   

  	
  July-09

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  78

  	
  OVERSEAS ATHENS

  	
   

  	
  HANDYSIZE

  	
   

  	
  1987

  	
   

  	
  39,729

  	
   

  	
  Bareboat Chartered

  	
   

  	
  July-09

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  79

  	
  OVERSEAS COLMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1987

  	
   

  	
  39,729

  	
   

  	
  Bareboat Chartered

  	
   

  	
  July-09

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  80

  	
  OVERSEAS CAPEMAR

  	
   

  	
  HANDYSIZE

  	
   

  	
  1987

  	
   

  	
  37,615

  	
   

  	
  Bareboat Chartered

  	
   

  	
  July-09

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  81

  	
  CHRISMIR

  	
   

  	
  CAPESIZE

  	
   

  	
  1997

  	
   

  	
  159,830

  	
   

  	
  Time Chartered

  	
   

  	
  December-10

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  82

  	
  MATILDE

  	
   

  	
  CAPESIZE

  	
   

  	
  1997

  	
   

  	
  160,013

  	
   

  	
  Time Chartered

  	
   

  	
  December-10

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  83

  	
  OVERSEAS NEW
  ORLEANS

  	
   

  	
  HANDYSIZE

  	
   

  	
  1983

  	
   

  	
  43,643

  	
   

  	
  Bareboat Chartered

  	
   

  	
  October-11

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  84

  	
  PUGET SOUND

  	
   

  	
  HANDYSIZE

  	
   

  	
  1983

  	
   

  	
  50,860

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  17,509,819

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  85

  	
  S/R GALENA BAY

  	
   

  	
  HANDYSIZE

  	
   

  	
  1982

  	
   

  	
  50,920

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  14,778,609

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  86

  	
  OVERSEAS
  PHILADELPHIA

  	
   

  	
  HANDYSIZE

  	
   

  	
  1982

  	
   

  	
  43,387

  	
   

  	
  Bareboat Chartered

  	
   

  	
  November-11

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  87

  	
  OVERSEAS
  HARRIETTE

  	
   

  	
  HANDYSIZE

  	
   

  	
  1978

  	
   

  	
  25,951

  	
   

  	
  Bareboat Chartered

  	
   

  	
  November-06

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  88

  	
  OVERSEAS MARILYN

  	
   

  	
  HANDYSIZE

  	
   

  	
  1978

  	
   

  	
  25,951

  	
   

  	
  Bareboat Chartered

  	
   

  	
  November-07

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  89

  	
  OVERSEAS JOYCE

  	
   

  	
  CAR CARRIER

  	
   

  	
  1987

  	
   

  	
  16,141

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  10,007,461

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  2,263,381,607

  	
   

  	
  $

  	
  423,302,147

  	
   

  	
  $

  	
  309,811,210

  	
   

  
	
   

  	
  On
  Order

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  HULL 005

  	
   

  	
  HANDYSIZE

  	
   

  	
  2006

  	
   

  	
  46,000

  	
   

  	
  Bareboat Chartered

  	
   

  	
  November-13

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  2

  	
  HULL 006

  	
   

  	
  HANDYSIZE

  	
   

  	
  2007

  	
   

  	
  46,000

  	
   

  	
  Bareboat Chartered

  	
   

  	
  May-14

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  3

  	
  HULL 007

  	
   

  	
  HANDYSIZE

  	
   

  	
  2007

  	
   

  	
  46,000

  	
   

  	
  Bareboat Chartered

  	
   

  	
  November-15

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  4

  	
  HULL 1605

  	
   

  	
  LNG

  	
   

  	
  2007

  	
   

  	
  216,200 cbm

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  49.9

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  5

  	
  HULL 1791

  	
   

  	
  LNG

  	
   

  	
  2007

  	
   

  	
  216,200 cbm

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  49.9

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  



 


4

















 


	
  VESSEL

  	
   

  	
  Vessel
  Type

  	
   

  	
  YEAR

  OF

  BUILD

  	
   

  	
  DWT

  	
   

  	
  Ownership

  	
   

  	
  Charter

  Expiry

  	
   

  	
  %

  INTEREST

  	
   

  	
  Book
  Value

  	
   

  	
  Encumbered

  	
   

  	
  Lien
  Amount

  	
   

  
	
  6

  	
  HULL 008

  	
   

  	
  HANDYSIZE

  	
   

  	
  2008

  	
   

  	
  46,000

  	
   

  	
  Bareboat Chartered

  	
   

  	
  April-15

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  7

  	
  HULL 009

  	
   

  	
  HANDYSIZE

  	
   

  	
  2008

  	
   

  	
  46,000

  	
   

  	
  Bareboat Chartered

  	
   

  	
  September-15

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  8

  	
  HULL 1606

  	
   

  	
  LNG

  	
   

  	
  2008

  	
   

  	
  216,200 cbm

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  49.9

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  9

  	
  HULL 1792

  	
   

  	
  LNG

  	
   

  	
  2008

  	
   

  	
  216,200 cbm

  	
   

  	
  OWNED

  	
   

  	
  N/A

  	
   

  	
  49.9

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  10

  	
  HULL 010

  	
   

  	
  HANDYSIZE

  	
   

  	
  2009

  	
   

  	
  46,000

  	
   

  	
  Bareboat Chartered

  	
   

  	
  January-14

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  11

  	
  HULL 011

  	
   

  	
  HANDYSIZE

  	
   

  	
  2009

  	
   

  	
  46,000

  	
   

  	
  Bareboat Chartered

  	
   

  	
  May-14

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  12

  	
  HULL 012

  	
   

  	
  HANDYSIZE

  	
   

  	
  2009

  	
   

  	
  46,000

  	
   

  	
  Bareboat Chartered

  	
   

  	
  September-14

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  13

  	
  HULL 013

  	
   

  	
  HANDYSIZE

  	
   

  	
  2010

  	
   

  	
  46,000

  	
   

  	
  Bareboat Chartered

  	
   

  	
  January-15

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  14

  	
  HULL 014

  	
   

  	
  HANDYSIZE

  	
   

  	
  2010

  	
   

  	
  46,000

  	
   

  	
  Bareboat Chartered

  	
   

  	
  May-15

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  15

  	
  PARAKOU TC1

  	
   

  	
  HANDYSIZE

  	
   

  	
  2006

  	
   

  	
  51,000

  	
   

  	
  Time Chartered

  	
   

  	
  November-16

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  16

  	
  PARAKOU TC2

  	
   

  	
  HANDYSIZE

  	
   

  	
  2006

  	
   

  	
  51,000

  	
   

  	
  Time Chartered

  	
   

  	
  November-16

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  17

  	
  PARAKOU TC3

  	
   

  	
  HANDYSIZE

  	
   

  	
  2007

  	
   

  	
  51,000

  	
   

  	
  Time Chartered

  	
   

  	
  November-17

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
  18

  	
  PARAKOU TC4

  	
   

  	
  HANDYSIZE

  	
   

  	
  2007

  	
   

  	
  51,000

  	
   

  	
  Time Chartered

  	
   

  	
  November-17

  	
   

  	
  100.0

  	
  %

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  	
  $

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  2,263,381,607

  	
   

  	
  $

  	
  423,302,147

  	
   

  	
  $

  	
  309,811,210

  	
   

  



 


5

















 


CLOSING
DATE ASSETS


 


	
   

  	
   

  	
  12/31/05

  	
   

  
	
  Assets

  	
   

  	
   

  	
   

  
	
  Cash & Cash Equivalents

  	
   

  	
  $

  	
  188,588,485

  	
   

  
	
  Marketable Securities

  	
   

  	
  0

  	
   

  
	
  Voyage Receivables

  	
   

  	
  157,334,258

  	
   

  
	
  Other Receivables

  	
   

  	
  15,402,091

  	
   

  
	
  Insurance Claims Receivable

  	
   

  	
  11,800,346

  	
   

  
	
  Total Inventory

  	
   

  	
  1,855,013

  	
   

  
	
  Prepaid Expenses & Other Current Assets

  	
   

  	
  14,907,418

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Current Assets

  	
   

  	
  389,887,610

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Capital Construction Fund

  	
   

  	
  296,125,620

  	
   

  
	
  Vessels & Other Property, net

  	
   

  	
  2,283,481,535

  	
   

  
	
  Deferred Drydock

  	
   

  	
  19,804,736

  	
   

  
	
  Vessels under Capital Lease, net

  	
   

  	
  36,266,847

  	
   

  
	
  Investments & Advances in Affiliates

  	
   

  	
  269,656,761

  	
   

  
	
  Other Non-Current Assets

  	
   

  	
  53,457,178

  	
   

  
	
  Intercompany

  	
   

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Assets

  	
   

  	
  3,348,680,287

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less Investments & Advances in
  Affiliates

  	
   

  	
  269,656,761

  	
   

  
	
  Less Intangible Assets

  	
   

  	
  21,475,349

  	
   

  
	
  Closing Date Assets

  	
   

  	
  3,057,548,177

  	
   

  
					



 


6