FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
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.
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[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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
ALDEN GLOBAL CAPITAL LLC | |||
By: | /s/ Elizabeth Pierce | ||
Name: | Elizabeth Pierce | ||
Title: | Vice President |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
BHR CAPITAL LLC | |||
By: | /s/ William Brown | ||
Name: | William Brown | ||
Title: | President & COO |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
BROWNSTONE INVESTMENT GROUP, LLC | |||
By: | /s/ Douglas Lowey | ||
Name: | Douglas Lowey | ||
Title: | CEO |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
CAXTON INTERNATIONAL, LIMITED | |||
By: | /s/ Joseph Kelly | ||
Name: | Joseph Kelly | ||
Title: | VP & Treasurer | ||
By: | /s/ Maxwell Quin | ||
Name: | Maxwell Quin | ||
Title: | VP & Secretary |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
CYRUS CAPITAL PARTNERS, L.P. | |||
By: | /s/ Jennifer M. Pulick | ||
Name: | Jennifer M. Pulick | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
LUXOR CAPITAL GROUP LP | |||
By: | /s/ Norris Nissim | ||
Name: | Norris Nissim | ||
Title: | General Counsel |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
PAULSON & CO. INC. | |||
By: | /s/ Daniel Kamensky | ||
Name: | Daniel Kamensky | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
SILVER POINT CAPITAL LP | |||
By: | /s/ Michael Gatto | ||
Name: | Michael Gatto | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
CASPIAN SELECT MASTER CREDIT FUND, LTD | |||
By: | /s/ Richard Holahan | ||
Name: | Richard Holahan | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
CASPIAN SC HOLDINGS, L.P. | |||
By: | /s/ Richard Holahan | ||
Name: | Richard Holahan | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
CASPIAN HLSC1, LLC | |||
By: | /s/ Richard Holahan | ||
Name: | Richard Holahan | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
SUPER CASPIAN CAYMAN FUND LIMITED | |||
By: | /s/ Richard Holahan | ||
Name: | Richard Holahan | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
CASPIAN SOLITUDE MASTER FUND, L.P. | |||
By: | /s/ Richard Holahan | ||
Name: | Richard Holahan | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
MARINER LDC | |||
By: | /s/ Richard Holahan | ||
Name: | Richard Holahan | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
CASPIAN FOCUSED OPPORTUNITIES FUND, L.P. | |||
By: | /s/ Richard Holahan | ||
Name: | Richard Holahan | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
CASPIAN FOCUSED CREDIT FUND, L.P. | |||
By: | /s/ Richard Holahan | ||
Name: | Richard Holahan | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
BELL ATLANTIC MASTER TRUST | |||
By: | Credit Value Partners LP, as Authorized Signatory | ||
By: | /s/ Donald Pollard | ||
Name: | Donald Pollard | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
GOLDMAN SACHS LENDING PARTNERS LLC | |||
By: | /s/ Thomas A. Tormey | ||
Name: | Thomas A. Tormey | ||
Title: | Managing Director |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
KNIGHTHEAD MASTER FUND, L.P. | |||
By: | Knighthead Capital Management, LLC, its Investment Manager | ||
By: | /s/ Laura Torrado | ||
Name: | Laura Torrado | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
KNIGHTHEAD (NY) FUND, L.P. | |||
By: | Knighthead Capital Management, LLC, as its Investment Advisor | ||
By: | /s/ Laura Torrado | ||
Name: | Laura Torrado | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
KOCH RESOURCES, LLC | |||
By: | Stone Lion Capital Partners L.P., Its Investment Manager | ||
By: | /s/ Claudia Borg | ||
Name: | Claudia Borg | ||
Title: | General Counsel |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
STRATEGIC VALUE MASTER FUND, LTD. | |||
By: | Strategic Value Partners, LLC, its Investment Manager | ||
By: | /s/ Lewis Schwartz | ||
Name: | Lewis Schwartz | ||
Title: | Chief Financial Officer |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
SVP ACQUISITIONS, LLC | |||
By: | /s/ Lewis Schwartz | ||
Name: | Lewis Schwartz | ||
Title: | Authorized Signatory |
[FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT]
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 |