Exhibit 4.6


 


EXECUTION VERSION


 


FIRST AMENDMENT 


TO


REGISTRATION RIGHTS AGREEMENT


 


This FIRST AMENDMENT, dated as of May 23,
2014 (this “Amendment”), to the REGISTRATION RIGHTS AGREEMENT, dated May 2, 2014 (the “Registration
Rights Agreement”), by and between Overseas Shipholding Group, Inc. (the “Company”) and each Commitment
Party (as that term is defined for the purposes of the Registration Rights Agreement) (each referred to herein, individually, as
a “Commitment Party” and, collectively, as the “Commitment Parties”) and any parties identified
on the signature page of any joinder agreements executed and delivered pursuant to Section 11 of the Registration Rights Agreement.
The Company and each Commitment Party are referred to herein, collectively, as the “Parties” and each, individually,
as a “Party.”


 


WITNESSETH


 


WHEREAS, on May 2,
2014, the Company and each Commitment Party entered into that certain Registration Rights Agreement; and


 


WHEREAS, in response
to certain objections to the proposed Plan (as defined in the Registration Rights Agreement) by certain lenders of the Company
and/or other Debtors, the Company and each Commitment Party has agreed to make certain changes to the Plan and to modify the Registration
Rights Agreement to include such lenders as Commitment Parties therein; and


 


WHEREAS, the Company,
on the one hand, and each Commitment Party, on the other hand, desire to hereby amend the Registration Rights Agreement to reflect
such agreed modifications thereto.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements set forth in this Amendment and the Registration Rights
Agreement, the Parties do hereby agree as follows:


 


Section 1.          Definitions.
Capitalized terms used and not defined in this Amendment have the meanings ascribed to such terms in the Registration Rights Agreement.


 


Section 2.          Amendments.
The Registration Rights Agreement shall be amended as follows, with effect as of the date hereof:


 


2.1.1 
  The term “Commitment Party” shall mean each Commitment Party set forth on Schedule 1 to this
Amendment;


 




    	 



    	 



    

 


2.1.2   Each
of the Parties hereto hereby agrees that each of the entities listed at numbers 11 through 32 in Schedule 1 hereto (each a “Joining
Commitment Party”) is hereby made a Party to the Registration Rights Agreement as a Commitment Party, and each of the Joining
Commitment Parties agrees to become a Commitment Party under the Registration Rights Agreement and to be bound by, subject to,
and entitled to the benefit of, all of the representations and warranties, covenants, rights, obligations, terms and conditions
of the Registration Rights Agreement that are applicable to a Commitment Party thereunder. Execution and delivery of this Amendment
by each of the Joining Commitment Parties shall also constitute execution and delivery by it of the Registration Rights Agreement,
without further action of any Party;


 


Section
3.         Continuity. Except as expressly modified hereby, the terms
and provisions of the Registration Rights Agreement and all instruments, agreements or other documents executed and delivered
in connection therewith shall continue in full force and effect. Whenever the “Agreement” is referenced in the
Registration Rights Agreement or any of the instruments, agreements or other documents executed and delivered in connection
therewith, such references shall be deemed to mean the Registration Rights Agreement as amended hereby.


 


Section 4.         Binding
Effect. This Amendment shall be binding upon and inure to the benefit of the Parties, and to the extent permitted by the Registration
Rights Agreement, their successors, legal representatives and assigns.


 


Section 5.          Severability.
If any provision of this Amendment is held invalid, illegal or unenforceable in any jurisdiction, the remainder of this Amendment,
or application of that provision to any Persons or circumstances, or in any jurisdiction, other than those as to which it is held
unenforceable, will not be affected by that unenforceability and will be enforceable to the fullest extent permitted by law.


 


Section 6.          Counterparts.
The Parties may sign this Amendment in several counterparts, each of which will be deemed an original but all of which together
will constitute one instrument. The Parties agree that delivery of this Amendment may be effected by means of an exchange of facsimile
or other electronic copies.


 


Section 7.         Governing
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


[FIRST AMENDMENT
TO REGISTRATION RIGHTS AGREEMENT] 


 




    	 



    	 



    

 


EXECUTION VERSION


 


IN WITNESS WHEREOF,
the Parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first
above written.


 


	 	OVERSEAS SHIPHOLDING GROUP, INC.
	 	 	 	 
	 	By:	/s/ John J. Ray, III
	 	 	Name:	John J. Ray, III
	 	 	Title:	Chief Reorganization Officer


 


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	 	ALDEN GLOBAL CAPITAL LLC
	 	 	 	 
	 	By:	/s/ Elizabeth Pierce
	 	 	Name:	Elizabeth Pierce 
	 	 	Title:	Vice President


 


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	 	BHR CAPITAL LLC
	 	 	 	 
	 	By:	/s/ William Brown
	 	 	Name:	William Brown 
	 	 	Title:	President & COO


 


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	 	BLUEMOUNTAIN DISTRESSED MASTER FUND L.P.
	 	 	 	 
	 	 	By:	BlueMountain Capital Management, LLC, its investment manager
	 	 	 	 
	 	By:	/s/ David M. O’Mara
	 	 	Name:	David M. O’Mara
	 	 	Title:	Assistant GC/VP


 


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	 	BLUEMOUNTAIN GUADALUPE PEAK FUND L.P.
	 	 	 	 
	 	 	By:	BlueMountain Capital Management, LLC, its investment manager
	 	 	 	 
	 	By:	/s/ David M. O’Mara
	 	 	Name:	David M. O’Mara
	 	 	Title:	Assistant GC/VP


 


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	 	BLUEMOUNTAIN MONTENVERS MASTER FUND SCA SICAV-SIF
	 	 	 	 
	 	 	By:	BlueMountain Capital Management, LLC, its investment manager
	 	 	 	 
	 	By:	/s/ David M. O’Mara
	 	 	Name:	David M. O’Mara
	 	 	Title:	Assistant GC/VP


 


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	 	BLUEMOUNTAIN CREDIT ALTERNATIVES MASTER FUND L.P.
	 	 
	 	 	By:	BlueMountain Capital Management, LLC, its investment manager
	 	 	 	 
	 	By:	/s/ David M. O’Mara
	 	 	Name:	David M. O’Mara
	 	 	Title:	Assistant GC/VP


 


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	 	BLUEMOUNTAIN CREDIT OPPORTUNITIES MASTER FUND I L.P.
	 	 	 	 
	 	 	By:	BlueMountain Capital Management, LLC, its investment manager
	 	 	 	 
	 	By:	/s/ David M. O’Mara
	 	 	Name:	David M. O’Mara
	 	 	Title:	Assistant GC/VP


 


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	 	BLUEMOUNTAIN KICKING HORSE FUND L.P.
	 	 	 	 
	 	 	By:	BlueMountain Capital Management, LLC, its investment manager
	 	 	 	 
	 	By:	/s/ David M. O’Mara
	 	 	Name:	David M. O’Mara
	 	 	Title:	Assistant GC/VP


 


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	 	BLUEMOUNTAIN LONG/SHORT CREDIT MASTER FUND L.P.
	 	 	 	 
	 	 	By:	BlueMountain Capital Management, LLC, its investment manager
	 	 	 	 
	 	By:	/s/ David M. O’Mara
	 	 	Name:	David M. O’Mara
	 	 	Title:	Assistant GC/VP


 


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	 	BLUEMOUNTAIN STRATEGIC CREDIT MASTER FUND L.P.
	 	 	 	 
	 	 	By:	BlueMountain Capital Management, LLC, its investment manager
	 	 	 	 
	 	By:	/s/ David M. O’Mara
	 	 	Name:	David M. O’Mara
	 	 	Title:	Assistant GC/VP


 


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	 	BLUEMOUNTAIN TIMBERLINE LTD.
	 	 	 	 
	 	 	By:	BlueMountain Capital Management, LLC, its investment manager
	 	 	 	 
	 	By:	/s/ David M. O’Mara
	 	 	Name:	David M. O’Mara
	 	 	Title:	Assistant GC/VP


 


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	 	BLUEMOUNTAIN LONG SHORT/CREDIT AND DISTRESSED REFLECTION FUND, A SUB-FUND OF AAI BLUEMOUNTAIN FUND PLC
	 	 	 	 
	 	 	By:	BlueMountain Capital Management, LLC, its investment manager
	 	 	 	 
	 	By:	/s/ David M. O’Mara
	 	 	Name:	David M. O’Mara
	 	 	Title:	Assistant GC/VP


 


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	 	BROWNSTONE INVESTMENT GROUP, LLC
	 	 	 	 
	 	By:	/s/ Douglas Lowey
	 	 	Name:	Douglas Lowey 
	 	 	Title:	CEO


 


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	 	CAXTON INTERNATIONAL, LIMITED
	 	 	 	 
	 	By:	/s/ Joseph Kelly
	 	 	Name:	Joseph Kelly 
	 	 	Title:	VP & Treasurer
	 	 	 	 
	 	By:	/s/ Maxwell Quin
	 	 	Name:	Maxwell Quin 
	 	 	Title:	VP & Secretary


 


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	 	CERBERUS CAPITAL MANAGEMENT, L.P., on behalf of its affiliated funds and fund management entities
	 	 	 	 
	 	By:	/s/ Sheila M. Peluso
	 	 	Name:	Sheila M. Peluso
	 	 	Title:	Managing Director
	 	 	 	Associate General Counsel


 


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	 	CYRUS CAPITAL PARTNERS, L.P.
	 	 	 	 
	 	By:	/s/ Jennifer M. Pulick
	 	 	Name:	Jennifer M. Pulick
	 	 	Title:	Authorized Signatory


 


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	 	LUXOR CAPITAL GROUP LP
	 	 	 	 
	 	By:	/s/ Norris Nissim
	 	 	Name:	Norris Nissim
	 	 	Title:	General Counsel


 


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	 	PAULSON & CO. INC.
	 	 	 	 
	 	By:	/s/ Daniel Kamensky
	 	 	Name:	Daniel Kamensky
	 	 	Title:	Authorized Signatory 


 


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	 	SILVER POINT CAPITAL LP
	 	 	 	 
	 	By:	/s/ Michael Gatto
	 	 	Name:	Michael Gatto
	 	 	Title:	Authorized Signatory


 


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	 	BLUECREST MULTI STRATEGY CREDIT MASTER FUND LIMITED
	 	 	 	 
	 	By:	/s/ Brian McCawley
	 	 	Name:	Brian McCawley
	 	 	Title:	Authorized Signatory on behalf of the general partner of BlueCrest
    Capital Management (New York) LP, sub-investment manager


 


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	 	CASPIAN SELECT MASTER CREDIT FUND, LTD
	 	 	 	 
	 	By:	/s/ Richard Holahan
	 	 	Name:	Richard Holahan
	 	 	Title:	Authorized Signatory 


 


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	 	CASPIAN SC HOLDINGS, L.P.
	 	 	 	 
	 	By:	/s/ Richard Holahan
	 	 	Name:	Richard Holahan
	 	 	Title:	Authorized Signatory 


 


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	 	CASPIAN HLSC1, LLC
	 	 	 	 
	 	By:	/s/ Richard Holahan
	 	 	Name:	Richard Holahan
	 	 	Title:	Authorized Signatory 


 


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	 	SUPER CASPIAN CAYMAN FUND LIMITED
	 	 	 	 
	 	By:	/s/ Richard Holahan
	 	 	Name:	Richard Holahan
	 	 	Title:	Authorized Signatory


 


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	 	CASPIAN SOLITUDE MASTER FUND, L.P.
	 	 	 	 
	 	By:	/s/ Richard Holahan
	 	 	Name:	Richard Holahan
	 	 	Title:	Authorized Signatory 


 


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	 	MARINER LDC
	 	 	 	 
	 	By:	/s/ Richard Holahan
	 	 	Name:	Richard Holahan
	 	 	Title:	Authorized Signatory


 


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	 	CASPIAN FOCUSED OPPORTUNITIES FUND, L.P.
	 	 	 	 
	 	By:	/s/ Richard Holahan
	 	 	Name:	Richard Holahan
	 	 	Title:	Authorized Signatory 


 


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	 	CASPIAN FOCUSED CREDIT FUND, L.P.
	 	 	 	 
	 	By:	/s/ Richard Holahan
	 	 	Name:	Richard Holahan
	 	 	Title:	Authorized Signatory 


 


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	 	CREDIT VALUE MASTER FUND III, L.P.
	 	 	 	 
	 	By:	Credit Value Partners LP, as investment management
	 	 	 
	 	By:	/s/ Donald Pollard
	 	 	Name:	Donald Pollard
	 	 	Title:	Authorized Signatory


 


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	 	CREDIT VALUE PARTNERS DISTRESSED DURATION MASTER FUND, LP
	 	 	 	 
	 	By:	Credit Value Partners LP, as investment management
	 	 	 
	 	By:	/s/ Donald Pollard
	 	 	Name:	Donald Pollard
	 	 	Title:	Authorized Signatory 


 


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	 	BELL ATLANTIC MASTER TRUST
	 	 	 	 
	 	By:	Credit Value Partners LP, as Authorized Signatory
	 	 	 
	 	By:	/s/ Donald Pollard
	 	 	Name:	Donald Pollard
	 	 	Title:	Authorized Signatory 


 


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	 	GOLDMAN SACHS LENDING PARTNERS LLC
	 	 	 	 
	 	By:	/s/ Thomas A. Tormey
	 	 	Name:	Thomas A. Tormey
	 	 	Title:	Managing Director 


 


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	 	KNIGHTHEAD MASTER FUND, L.P.
	 	 	 	 
	 	By:	Knighthead Capital Management, LLC, its Investment Manager
	 	 	 
	 	By:	/s/ Laura Torrado 
	 	 	Name:	Laura Torrado
	 	 	Title:	Authorized Signatory 


 


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	 	KNIGHTHEAD (NY) FUND, L.P.
	 	 	 	 
	 	By:	Knighthead Capital Management, LLC, as its Investment Advisor
	 	 	 
	 	By:	/s/ Laura Torrado 
	 	 	Name:	Laura Torrado
	 	 	Title:	Authorized Signatory 


 


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	 	LMA SPC for and on behalf of the MAP 84 Segregated Portfolio
	 	 	 	 
	 	By:	Knighthead Capital Management, L.L.C., as its Investment Advisor
	 	 	 
	 	By:	/s/ Laura Torrado 
	 	 	Name:	Laura Torrado
	 	 	Title:	Authorized Signatory 


 


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	 	STONE LION PORTFOLIO L.P.
	 	 	 	 
	 	By:	Stone Lion Capital Partners L.P., Its Investment Manager
	 	 	 
	 	By:	/s/ Claudia Borg
	 	 	Name:	Claudia Borg
	 	 	Title:	General Counsel


 


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	 	PERMAL STONE LION FUND LTD.
	 	 	 	 
	 	By:	Stone Lion Capital Partners L.P., Its Investment Manager
	 	 	 
	 	By:	/s/ Claudia Borg
	 	 	Name:	Claudia Borg
	 	 	Title:	Authorized Signatory


 


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	 	KOCH RESOURCES, LLC
	 	 	 	 
	 	By:	Stone Lion Capital Partners L.P., Its Investment Manager
	 	 	 
	 	By:	/s/ Claudia Borg
	 	 	Name:	Claudia Borg
	 	 	Title:	General Counsel


 


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	 	STRATEGIC VALUE MASTER FUND, LTD.
	 	 	 	 
	 	By:	Strategic Value Partners, LLC, its Investment Manager
	 	 	 
	 	By:	/s/ Lewis Schwartz
	 	 	Name:	Lewis Schwartz 
	 	 	Title:	Chief Financial Officer


 


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	 	STRATEGIC VALUE SPECIAL SITUATIONS MASTER FUND II, L.P.
	 	 	 	 
	 	By:	SVP Special Situations II LLC, its Investment Manager
	 	 	 
	 	By:	/s/ Lewis Schwartz
	 	 	Name:	Lewis Schwartz 
	 	 	Title:	Chief Financial Officer


 


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	 	SVP ACQUISITIONS, LLC
	 	 	 	 
	 	By:	/s/ Lewis Schwartz
	 	 	Name:	Lewis Schwartz 
	 	 	Title:	Authorized Signatory 


 


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SCHEDULE 1 


 


Commitment Parties


 


	 	Commitment Party
	1	Alden Global Capital LLC
	2	BHR Capital LLC
	3	BlueMountain Capital Management, LLC
	4	Brownstone Investment Group, LLC
	5	Caxton International Limited
	6	Cerberus Capital Management, L.P.
	7	Cyrus Capital Partners LP
	8	Luxor Capital Group LP
	9	Paulson & Co. Inc.
	10	Silver Point Capital LP
	11	BlueCrest Multi Strategy Credit Master Fund Limited
	12	Caspian Select Master Credit Fund, LTD
	13	Caspian SC Holdings, L.P.
	14	Caspian HLSC1, LLC
	15	Super Caspian Cayman Fund Limited
	16	Caspian Solitude Master Fund, L.P.
	17	Mariner LDC
	18	Caspian Focused Opportunities Fund, L.P.
	19	Caspian Focused Credit Fund, L.P.
	20	Credit Value Master Fund III, L.P.
	21	Credit Value Partners Distressed Duration Master Fund, LP
	22	Bell Atlantic Master Trust
	23	Goldman Sachs Lending Partners
	24	Knighthead Master Fund, L.P.
	25	Knighthead (NY) Fund, L.P.
	26	LMA SPC for and on behalf of the MAP 84 Segregated Portfolio
	27	Stone Lion Portfolio L.P.
	28	Permal Stone Lion Fund Ltd.
	29	Koch Resources, LLC
	30	Strategic Value Master Fund, Ltd.
	31	Strategic Value Special Situations Master Fund II, L.P.
	32	SVP Acquisitions, LLC