Debt shall have any rights under this
Agreement.
SECTION 19.
Severability of Provisions. Any provision hereof which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.
[Remainder of page left intentionally blank]
8
IN WITNESS WHEREOF, each Subordinated Creditor, each Obligor and the Borrower
each has caused this Intercompany Subordination Agreement to be duly executed
and delivered by its officer thereunto duly authorized as of the date first
above written.
OSG INTERNATIONAL, INC.
By:
Name:
Title:
OVERSEAS SHIPHOLDING GROUP, INC.
By:
Name:
Title:
OIN DELAWARE LLC
By:
Name:
Title:
[Signature Page to OSG International, Inc. Intercompany Subordination Agreement]
1372 TANKER CORPORATION
AFRICA TANKER CORPORATION
ALCESMAR LIMITED
ALCMAR LIMITED
AMALIA PRODUCT CORPORATION
AMBERMAR PRODUCT CARRIER
CORPORATION
ANDROMAR LIMITED
ANTIGMAR LIMITED
ARIADMAR LIMITED
ATALMAR
LIMITED
ATHENS PRODUCT TANKER CORPORATION
AURORA SHIPPING CORPORATION
BATANGAS TANKER CORPORATION
CABO HELLAS LIMITED
CABO SOUNION LIMITED
CARIBBEAN TANKER CORPORATION
CARL PRODUCT CORPORATION
CONCEPT TANKER
CORPORATION
DELTA AFRAMAX CORPORATION
EIGHTH AFRAMAX TANKER CORPORATION
EPSILON AFRAMAX CORPORATION
FIRST UNION TANKER CORPORATION
FRONT PRESIDENT
INC.
GOLDMAR LIMITED
INTERNATIONAL SEAWAYS, INC.
JADEMAR LIMITED
KIMOLOS
TANKER CORPORATION
KYTHNOS CHARTERING CORPORATION
LEYTE PRODUCT TANKER
CORPORATION
LUXMAR PRODUCT TANKER CORPORATION
MAJESTIC TANKERS CORPORATION
MAPLE TANKER CORPORATION
MAREMAR PRODUCT TANKER CORPORATION
MILOS PRODUCT
TANKER CORPORATION
MINDANAO TANKER CORPORATION
OAK TANKER CORPORATION
OCEANIA TANKER CORPORATION
OSG CLEAN PRODUCTS INTERNATIONAL, INC.
OSG
LIGHTERING LLC
OSG SHIP MANAGEMENT (UK) LTD.
OVERSEAS SHIPPING (GR) LTD.
PEARLMAR LIMITED
PETROMAR LIMITED
REYMAR LIMITED
RICH TANKER CORPORATION
ROSALYN TANKER CORPORATION
ROSEMAR LIMITED
RUBYMAR LIMITED
[Signature Page to OSG International, Inc. Intercompany Subordination Agreement]
SAKURA TRANSPORT CORP.
SAMAR PRODUCT TANKER CORPORATION
SERIFOS TANKER
CORPORATION
SEVENTH AFRAMAX TANKER CORPORATION
SHIRLEY AFRAMAX CORPORATION
SIFNOS TANKER CORPORATION
SILVERMAR LIMITED
SIXTH AFRAMAX TANKER CORPORATION
SKOPELOS PRODUCT TANKER CORPORATION
STAR CHARTERING CORPORATION
THIRD
UNITED SHIPPING CORPORATION
TOKYO TRANSPORT CORP.
URBAN TANKER CORPORATION
VIEW TANKER CORPORATION,
By:
Name:
Title:
[Signature Page to OSG International, Inc. Intercompany Subordination Agreement]
Agreed and acknowledged as of the date
above written:
JEFFERIES FINANCE LLC,
as Agent
By
Name:
Title:
[Signature Page to OSG International, Inc. Intercompany Subordination
Agreement]
Exhibit A to the Intercompany Subordination Agreement
FORM OF JOINDER AGREEMENT
This JOINDER AGREEMENT, dated as of _______________, 20__ (this "Joinder"), is
delivered pursuant to the Intercompany Subordination Agreement, dated as of
August 5, 2014 (as from time to time amended, amended and restated,
supplemented, extended, renewed, restated or otherwise modified from time to
time, the "Intercompany Subordination Agreement"), among Overseas Shipholding
GroupInternational Seaways, Inc., (f/k/a Delaware corporation, OSG
International, Inc.), a Marshall Islands corporation, the other Subordinated
Creditors and Obligors from time to time party thereto, Jefferies Finance LLC,
as Administrative Agent under the Credit Agreement. Capitalized terms used but
not otherwise defined herein shall have the meanings assigned to them in the
Intercompany Subordination Agreement.
1.
Joinder in the Intercompany Subordination. The undersigned hereby agrees
that on and after the date