FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

EX-4.6 3 v387149_ex4-6.htm EXHIBIT 4.6

Exhibit 4.6

EXECUTION VERSION

FIRST AMENDMENT

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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