Unassociated Document


    THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

     

    UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK 10004, TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CEDE & CO., AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CUSIP
690368 AH8

    ISIN
US690368AH88

    81⁄8%
Senior Notes due 2018

    
    

     

    
      	No. 1	
              $300,000,000

            


    

     

    OVERSEAS
SHIPHOLDING GROUP, INC.

     

    promises
to pay to CEDE & Co., or
registered assigns, the principal sum of THREE HUNDRED MILLION DOLLARS on March
30, 2018.

     

    Interest
Payment Dates: September 30 and March 30

     

    Regular
Record Dates:  September 15 and March 15

     

    
      
        	 	OVERSEAS
      SHIPHOLDING GROUP, INC.	 
	 	 	 	 
	
                Dated:  March
      29, 2010

              	
                By:
      

              	/s/ Morten Arntzen	 
	 	Name: 
      	Morten
      Arntzen	 
	 	Title:	Chief
      Executive Officer and President	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TRUSTEE
CERTIFICATE OF AUTHENTICATION

     

    This is
one of the 81⁄8% Senior Notes due 2018 referred to in the within-mentioned
Indenture.

     

    
      
        	 	
                THE
      BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

                 as
      Trustee

              	 
	 	 	 	 
	
                Dated:  March
      29, 2010

              	
                By:
      

              	/s/ Raymond K. O'Neil	 
	 	Name: 
      	Raymond K.
      O'Neil	 
	 	Title:	Senior Associate	 


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    [Back of
Security]

    81⁄8%
Senior Notes due 2018

     

    Capitalized
terms used herein have the meanings assigned to them in the Indenture referred
to below unless otherwise indicated.

     

    (1)           Interest.  Overseas
Shipholding Group, Inc., a Delaware corporation (the “Company”), promises to pay
interest on the principal amount of this Security at 81⁄8% per annum from March
29, 2010 until maturity.  The Company will pay interest semi-annually
in arrears on September 30 and March 30 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each, an “Interest Payment
Date”).  Interest on the Securities will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date (other than the authentication of the
Securities originally issued under the Indenture); provided further that the
first Interest Payment Date shall be September 30, 2010.   The
Company will pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue principal and premium, if any, from time to
time on demand at a rate that is 1% per annum in excess of the rate then in
effect to the extent lawful; it will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace periods) from time to time on
demand at the same rate to the extent lawful.  Interest will be
computed on the basis of a 360-day year of twelve 30-day
months.  “Bankruptcy
Law” means Title 11 of the U.S. Code or any similar federal or state law
for the relief of debtors.

     

    (2)           Method of
Payment.  The Company will pay interest on the Securities
(except defaulted interest) to the Persons who are registered Holders of
Securities at the close of business on the September 15 or March 15 next
preceding the Interest Payment Date (each a “Regular Record Date”), even
if such Securities are canceled after such record date and on or before such
Interest Payment Date, except as provided in the Indenture with respect to
defaulted interest.  The Securities will be payable as to principal,
premium, if any, and interest at the office or agency of the Company maintained
for such purpose within or without the City and State of New York, or, at the
option of the Company, payment of interest may be made by check mailed to the
Holders at their addresses set forth in the register of Holders; provided that payment by wire
transfer of immediately available funds will be required with respect to
principal of and interest, premium on, all Global Securities and all other
Securities the Holders of which will have provided wire transfer instructions to
the Company or the Paying Agent.  Such payment will be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

     

    (3)           Paying
Agent and Registrar.  Initially, The Bank of New York Mellon
Trust, N.A., the Trustee under the Indenture, will act as Paying Agent and
Registrar.  The Company may change any Paying Agent or Registrar
without notice to any Holder.  The Company or any of its Subsidiaries
may act in any such capacity.

     

    (4)           Indenture.  The
Company issued the Securities under an Indenture dated as of March 29, 2010 (the
“Indenture”) between
the Company and the Trustee.  The terms of the Securities include
those stated in the Indenture and those made part of the Indenture by reference
to the TIA.  The Securities are subject to all such terms, and Holders
are referred to the Indenture and the TIA for a statement of such
terms.  To the extent any provision of this Security conflicts with
the express provisions of the Indenture, the provisions of the Indenture shall
govern and be controlling.  The Securities are unsecured obligations
of the Company.  The Indenture does not limit the aggregate principal
amount of Securities that may be issued thereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (5)           Optional
Redemption.

     

    (a)    At
any time and from time to time prior to March 30, 2013, the Company, at its
option, may redeem up to 35% of the aggregate principal amount of the Securities
issued under the Indenture with the net cash proceeds of one or more Qualified
Equity Offerings at a Redemption Price equal to 108.125% of the principal amount
of the Securities to be redeemed, plus accrued and unpaid interest thereon, if
any, to the Redemption Date; provided that

     

    (1)   at
least 65% of the aggregate principal amount of Securities issued under this
Indenture remains outstanding immediately after the occurrence of such
redemption; and

     

    (2)   the
redemption occurs within 60 days of the date of the closing of any such
Qualified Equity Offering.

     

    (b)    At
the Company’s option, the Company may redeem the Securities in whole or in part
at any time and from time to time prior to maturity upon not less than 30 nor
more than 60 days’ prior notice at a Redemption Price equal to the greater of
(i) 100% of the principal amount of the Securities to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest on the Securities to be redeemed (excluding the portion
of any such interest accrued to the Redemption Date) discounted to the
Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Yield, plus 50 basis points, plus, in
each case, accrued and unpaid interest to the Redemption Date.

     

    (6)           Mandatory
Redemption.  The Company is
not be required to make mandatory redemption or sinking fund payments with
respect to the Securities.

     

    (7)           Repurchase
at the Option of Holder. If there is a Change of
Control Trigger Event, the Company will be required to make a Change of Control
Offer as set forth in the Indenture to each Holder to repurchase all or any part
of each Holder’s Securities at a purchase price in cash equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest thereon to
the date of purchase, subject to the rights of Holders on the relevant record
date to receive interest due on the relevant interest payment date.

     

    (8)           Notice of
Redemption.  Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Securities are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Securities or a satisfaction or
discharge of the Indenture.

     

    (9)           Denominations,
Transfer, Exchange.  The Securities are in registered form
without coupons in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.  The transfer of Securities may be registered and
Securities may be exchanged as provided in the Indenture.  The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the
Indenture.  The Company need not exchange or register the transfer of
any Security or portion of a Security selected for redemption, except for the
unredeemed portion of any Security being redeemed in part.  Also, the
Company need not exchange or register the transfer of any Securities for a
period of 15 days before a selection of Securities to be redeemed or during the
period between a record date and the corresponding Interest Payment
Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (10)           Persons
Deemed Owners.  The registered Holder of a Security may be
treated as its owner for all purposes.

     

    (11)           Amendment,
Supplement and Waiver.  Subject to certain exceptions, the
Indenture or the Securities may be amended or supplemented with the consent of
the Holders of at least a majority in aggregate principal amount of the then
outstanding Securities including Additional Securities, if any, voting as a
single class, and any existing Default or Event or Default or compliance with
any provision of the Indenture or the Securities may be waived with the consent
of the Holders of a majority in aggregate principal amount of the then
outstanding Securities including Additional Securities, if any, voting as a
single class.  Without the consent of any Holder of a Security, the
Indenture or the Securities may be amended or supplemented to (i) to cure any
ambiguity, defect or inconsistency; (ii) to provide for uncertificated
Securities in addition to or in place of certificated Securities; to provide for
the assumption of the Company’s obligations to Holders in the case of a merger
or consolidation or sale of all or substantially all of the Company’s assets, as
applicable; to make any change that would provide any additional rights or
benefits to Holders (including granting of security for the benefit of Holders)
or that does not adversely affect the legal rights under the Indenture of any
such Holder; to comply with requirements of the SEC in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act; to
conform the text of this Indenture or the Securities to any provision of the
“Description of Notes” section of the Prospectus Supplement to the extent that
such provision was intended by the Company to be a verbatim recitation of a
provision of the Indenture or the Securities; or to provide for the issuance of
Additional Securities in accordance with this Indenture.

     

    (12)           Defaults
and Remedies.  The Events of Default include those specified in
Section 5.01 of the Indenture.  If any Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Securities may declare all the Securities to be
due and payable immediately.  Notwithstanding the foregoing, in the
case of an Event of Default arising from certain events of bankruptcy or
insolvency, all outstanding Securities will become due and payable immediately
without further action or notice.  Holders may not enforce the
Indenture or the Securities except as provided in the
Indenture.  Subject to certain limitations, Holders of a majority in
aggregate principal amount of the then outstanding Securities may direct the
Trustee in its exercise of any trust or power.  The Trustee may
withhold from Holders of the Securities notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment
of principal or interest or premium, if any,) if it determines that withholding
notice is in their interest.  The Holders of a majority in aggregate
principal amount of the then outstanding Securities by notice to the Trustee
may, on behalf of the Holders of all of the Securities, rescind an acceleration
or waive any existing Default or Event of Default and its consequences under the
Indenture except a continuing Default or Event of Default in the payment of
interest or premium, if any, on, or the principal of, the
Securities.

     

    (13)           Trustee
Dealings with Company.  The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    (14)           No
Recourse Against Others.  A director, officer, employee,
incorporator or stockholder of the Company, as such, will not have any liability
for any obligations of the Company under the Securities or the Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting a Security waives and releases all
such liability.  The waiver and release are part of the consideration
for the issuance of the Securities.

     

    (15)           Authentication.  This
Security will not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent.

     

    (16)           Abbreviations.  Customary
abbreviations may be used in the name of a Holder or an assignee, such
as:  TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

     

    (17)           CUSIP
Numbers.  Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Securities, and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption, and reliance may be
placed only on the other identification numbers placed thereon.

     

    (18)           GOVERNING
LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE
USED TO CONSTRUE THE INDENTURE, THIS SECURITY WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     

    The
Company will furnish to any Holder upon written request and without charge a
copy of the Indenture.  Requests may be made to:

     

    Overseas
Shipholding Group, Inc.

    666 Third
Avenue, 5th
Floor

    New York,
NY 10017

    Attention:  General
Counsel

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Assignment
Form

     

    To assign
this Security, fill in the form below:

     

    (I) or
(we) assign and transfer this Security
to: ________________________________________________________ 

    (Insert assignee’s legal
name)

     

    ___________________________________________________________________________________________________________________________________________

    (Insert
assignee’s soc. sec. or tax I.D. no.)

     

    ___________________________________________________________________________________________________________________________________________

    


    ___________________________________________________________________________________________________________________________________________

    


    ___________________________________________________________________________________________________________________________________________

    


    ___________________________________________________________________________________________________________________________________________

    (Print or
type assignee’s name, address and zip code)

     

    and
irrevocably
appoint ________________________________________________________________________ 

     

    to
transfer this Security on the books of the Company.  The agent may
substitute another to act for him.

     

    Date:  _______________

     

    Your
Signature: _______________________________________ 

    (Sign
exactly as your name appears on the face of this Security)

    


    Signature
Guarantee*:  _________________________

    


    
      

    

    *           Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Option of
Holder to Elect Purchase

    


    If you
want to elect to have this Security purchased by the Company pursuant to Section
10.09 of the Indenture, check the following box below:

     

    o  Section
10.09

     

    If you
want to elect to have only part of the Security purchased by the Company
pursuant to Section 10.09 of the Indenture, state the amount you elect to have
purchased:

     

    $_______________

    


    Date:  _______________

     

    Your
Signature: ___________________________________________ 

    (Sign
exactly as your name appears on the face of this Security)

     

    Tax
Identification
No.: _____________________________________ 

    


    Signature
Guarantee*:  _________________________

    


    
      
        

      

    

    *           Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Schedule
of Exchanges of Interests in the Global Security

     

    The
following exchanges of a part of this Global Security for an interest in another
Global Security or for a definitive Note, or exchanges of a part of another
Global Security or definitive Note for an interest in this Global Security, have
been made:

    


    
      	
              Date of Exchange

            	 	
              Amount
      of decrease in Principal Amount

              at
      maturity of

              this Global Security

            	 	
              Amount
      of increase in Principal Amount

              at
      maturity of

              this Global Security

            	 	
              Principal
      Amount

              at
      maturity of this Global Security following such decrease

              (or increase)

            	 	
              Signature
      of authorized officer of Trustee or Custodian