Exhibit 4(e)
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AMENDMENT NO. 1
TO
CREDIT AGREEMENT
DATED AS OF DECEMBER 12, 2001
PROVIDING FOR A
REVOLVING CREDIT FACILITY
MADE AVAILABLE TO
OVERSEAS SHIPHOLDING GROUP, INC.
OSG BULK SHIPS, INC.
OSG INTERNATIONAL, INC.
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January 22, 2002
AMENDMENT NO. 1 TO CREDIT AGREEMENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") is made
as of the 22nd day of January, 2002 by and among (1) Overseas Shipholding Group,
Inc., a corporation incorporated under the laws of the State of Delaware
("OSG"), (2) OSG Bulk Ships, Inc., a corporation incorporated under the laws of
the State of New York ("OSG Bulk"), (3) OSG International, Inc., a corporation
incorporated under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands ("OSG
International," jointly and severally with OSG and OSG Bulk, the "Borrowers,"
each a "Borrower"), (4) the banks and financial institutions whose names and
addresses are set out in Schedule 1 to the Credit Agreement, as hereinafter
defined (together with any assignee pursuant to Section 10 of the Credit
Agreement, the "Original Banks"), (5) JPMorgan Chase Bank, in its capacity as
administrative agent for the Banks (the "Administrative Agent") and lender, (6)
Den norske Bank ASA ("DnB"), as syndication agent for the Banks and lender, (7)
Nordea, acting through Nordea Bank Finland Plc, New York Branch, as syndication
agent for the Banks and lender (together with DnB, the "Syndication Agents"),
and (8) Landesbank Schleswig-Holstein Girozentrale, as documentation agent for
the Banks and lender (the "Documentation Agent" and together with the
Administrative Agent and the Syndication Agents, the "Agents"), (9) Hamburgische
Landesbank -Girozentrale-, as lender, (10) NIB Capital Bank N.V., as lender,
(11) The Bank of Nova Scotia ("BNS"), as an additional lender, (12) The Governor
and Company of the Bank of Scotland ("BoS"), as an additional lender, (13)
Dresdner Bank A.G. ("Dresdner"), as an additional lender, (14) ING Bank N.V.
("ING"), as an additional lender, (15) Lloyds TSB Band Plc ("Lloyds"), as an
additional lender, (16) Vereins- und Westbank AG ("VuW"), as an additional
lender, (17) The Dai-Ichi Kangyo Bank, Ltd. ("DKB"), as an additional lender,
(18) Deutsche Bank AG in Hamburg ("DB"), as an additional lender, and (19) Union
Bank of Norway ("UBN", and together with BNS, BoS, Dresdner, ING, Lloyds, VuW,
DKB and DB, the "New Banks"), as an additional lender and amends and is
supplemental to the Credit Agreement made as of the 12th day of December, 2001
(the "Credit Agreement") made by and among (1) the Borrowers, (2) the Original
Banks and (3) the Agents.
WITNESSETH THAT:
WHEREAS, pursuant to the Credit Agreement, the Original Banks made
available to the Borrowers a credit facility in an aggregate principal amount
not to exceed U.S.$300,000,000 of which U.S.$240,000,000 was committed and made
available by the Original Banks (the "Original Credit Facility");
WHEREAS, the Borrowers, the Original Banks, the Agents and the New
Banks have agreed that each of the New Banks be made party to the Credit
Agreement as a Bank (as such term is defined in the Credit Agreement as amended
hereby) and that the New Banks commit amounts to the Original Credit Facility;
WHEREAS, the Borrowers have requested, and the Original Banks and
the New Banks have agreed, subject to the terms and conditions herein contained,
to increase the
aggregate principal amount of the Original Credit Facility by U.S.$50,000,000
(the "Additional Credit Facility Amount") up to a maximum of U.S.$350,000,000
(the "Credit Facility").
NOW, THEREFORE, in consideration of the premises, covenants and
agreements hereinafter set forth, and such other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged by the
parties, it is hereby agreed as follows:
1. Definitions. Unless otherwise defined herein, words and
expressions defined in the Credit Agreement shall bear the same meanings when
used herein.
2. Representations and Warranties. Each of the Borrowers hereby
reaffirms, as of the date hereof, each and every representation and warranty
made thereby in the Credit Agreement and the Notes and the Borrowers hereby,
jointly and severally, represent and warrant (which representations and
warranties shall survive the execution and delivery of this Amendment and the
Notes and each drawdown of the Facility) that:
(a) All necessary corporate action has been taken to duly
authorize, and all necessary consents and authorities have
been obtained and remain in full force and effect to permit,
each of the Borrowers to enter into and perform its
obligations under this Amendment and the Notes;
(b) Each of this Amendment and the Notes constitutes a legal,
valid and binding obligation of each Borrower enforceable
against such Borrower in accordance with its terms; and
(c) Neither the execution and delivery by the Borrowers of this
Amendment or the Notes, or any instrument or agreement
referred to herein or therein, or contemplated hereby or
thereby, nor the consummation of the transactions herein or
therein contemplated, nor compliance with the terms,
conditions and provisions hereof or thereof by each of them,
will (i) conflict with, or result in a breach or violation of,
or constitute a default under the organizational documents of
the Borrowers; (ii) conflict with or contravene any Applicable
Law or any contractual restriction binding on or affecting the
Borrowers or any of their respective assets or properties;
(iii) result in a breach or violation of, or constitute a
default under, or permit the acceleration of any material
obligation or liability in, or but for any requirement of the
giving of notice or the passage of time (or both) would
constitute such a conflict with, breach or violation of, or
default under, or permit any such acceleration in, any
material contractual obligation or any material agreement or
document to which any of the Borrowers is a party or by which
any of the Borrowers or any of their respective assets or
properties is bound (or to which any such obligation,
agreement or document relates); or (iv) result in any Lien
upon any of the Borrowers' respective material assets or
properties.
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3. No Defaults. Each of the Borrowers hereby represents and warrants
that as of the date hereof there exists no Event of Default or any condition
which, with the giving of notice or passage of time, or both, would constitute
an Event of Default.
4. Performance of Covenants. Each of the Borrowers hereby reaffirms
that it has duly performed and observed the covenants and undertakings set forth
in the Credit Agreement, on its part to be performed, and covenants and
undertakes to continue to duly perform and observe such covenants and
undertakings, as amended hereby in accordance with the terms thereof.
5. Amendment to the Credit Agreement. Subject to the terms and
conditions of this Amendment, the Credit Agreement is hereby amended and
supplemented, effective as of the date all conditions in Section 7 have been
satisfied, as follows:
(a) all references to "this Agreement' shall be deemed to refer to
the Credit Agreement as amended hereby;
(b) Section 1.1 is amended as follows
(i) in the definition of "Facility," the words "in an
initial amount of Two Hundred Forty Million
Dollars ($240,000,000) and not to exceed Three
Hundred Million Dollars ($300,000,000)" shall be
deleted and replaced with the words "not to exceed
Three Hundred Fifty Million Dollars
($350,000,000)";
(c) Schedule 1 to the Credit Agreement is deleted and replaced in
its entirety with Schedule 1 hereto;
6. No Other Amendment. All other terms and conditions of the Credit
Agreement shall remain in full force and effect and the Credit Agreement shall
be read and construed as if the terms of this Amendment were included therein by
way of addition or substitution, as the case may be.
7. Conditions. The effectiveness of this Amendment is subject to the
following terms and conditions:
(a) Each of the Original Banks shall have returned to the
Borrowers the Note executed by the Borrowers in favor of such
Original Bank in relation to the Original Credit Facility;
(b) The Borrowers shall have executed and delivered to each
Original Bank and each New Bank a new Note in the amount of
such Bank's Commitment;
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(c) The Administrative Agent shall have received the following
documents in form and substance satisfactory to the
Administrative Agent and its legal advisers:
(i) copies of the resolutions adopted by the board of
directors of each Borrower, certified as true and
complete by an officer of such Borrower, evidencing
approval of this Amendment and the Notes and authorizing
an appropriate officer or officers or attorney-in-fact
or attorneys-in-fact of each such Borrower to execute
the same on its behalf;
(ii) copies from each Borrower, certified as true and
complete by an officer of such Borrower, of all
documents evidencing any other necessary action,
approvals or consents with respect to this Amendment and
the Notes and the transactions contemplated hereby and
thereby; and
(iii) a certificate signed by the President, Treasurer,
Comptroller, Controller or chief financial officer of
each of the Borrowers to the effect that (A) no Default
or Event of Default shall have occurred and be
continuing and (B) the representations and warranties of
the Borrowers contained in this Amendment are true and
correct as of the date of such certificate;
(d) The Borrowers shall have duly executed and delivered this
Amendment and the Notes to the Administrative Agent;
(e) The Borrowers shall have duly executed and delivered to the
Administrative Agent the fee letter of even date herewith of
the Original Banks, supplemental to the Fee Letter (the
"Supplemental Fee Letter"); and
(f) The Administrative Agent shall have received executed
counterparts of this Agreement from each of the Banks and the
Agents (or, in the case of any Bank as to which an executed
counterpart shall not have been received, the Administrative
Agent shall have received in form satisfactory to it a telex,
facsimile or other written confirmation from such Bank of the
execution of a counterpart of this Agreement by such Bank).
8. Other Documents. By the execution and delivery of this Amendment,
each of the Borrowers hereby consents and agrees that all references in the
Notes to the Credit Agreement shall be deemed to refer to the Credit Agreement
as further amended by this Amendment.
9. Fees and Expenses. Each of the Borrowers agree to pay promptly
all costs and expenses (including reasonable legal fees) of the Agents and any
Banks in connection with the
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preparation and execution of this Amendment and all fees and expenses due
pursuant to the Supplemental Fee Letter.
10. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
11. Counterparts. This Amendment may be executed in as many
counterparts as may be deemed necessary or convenient, and by the different
parties hereto on separate counterparts each of which, when so executed, shall
be deemed to be an original but all such counterparts shall constitute but one
and the same agreement.
12. Headings; Amendment. In this Amendment, Section headings are
inserted for convenience of reference only and shall be ignored in the
interpretation of this Amendment. This agreement cannot be amended other than by
written agreement signed by the parties hereto.
[Signature Page Follows]
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment by its duly authorized representative on the day and year first above
written.
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OVERSEAS SHIPHOLDING GROUP, INC., OSG BULK SHIPS, INC.,
as Borrower as Borrower
By________________________________ By________________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Sr. Vice President, CFO Title: Sr. Vice President
and Treasurer and Treasurer
OSG INTERNATIONAL, INC., JPMORGAN CHASE BANK,
as Borrower as Administrative Agent and Bank
By________________________________ By_______________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name:
Title: Sr. Vice President Title:
DEN NORSKE BANK ASA, NORDEA, acting through NORDEA BANK
as Syndication Agent and Bank FINLAND PLC, New York Branch,
as Syndication Agent and Bank
By________________________ By__________________________
Name: Name:
Title: Title:
By_________________________ By__________________________
Name: Name:
Title: Title:
LANDESBANK SCHLESWIG-HOLSTEIN HAMBURGISCHE LANDESBANK
GIROZENTRALE, -GIROZENTRALE-,
as Documentation Agent and Bank as Bank
By_____________________________ By____________________________
Name: Name:
Title: Title:
By_____________________________ By____________________________
Name: Name:
Title: Title:
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NIB CAPITAL BANK, N.V., THE BANK OF NOVA SCOTIA,
as Bank as Bank
By____________________________ By____________________________
Name: Name:
Title: Title:
By____________________________
Name:
Title:
THE GOVERNOR AND COMPANY OF DRESDNER BANK AG,
THE BANK OF SCOTLAND, as Bank
as Bank
By_____________________________ By_______________________________
Name: Name:
Title: Title:
By_____________________________ By_______________________________
Name: Name:
Title: Title:
ING BANK N.V., LLOYDS TSB BANK PLC,
as Bank as Bank
By________________________________ By_______________________________
Name: Name:
Title: Title:
By________________________________ By_______________________________
Name: Name:
Title: Title:
VEREINS- UND WESTBANK AG, THE DAI-ICHI KANGYO BANK, LTD.,
as Bank as Bank
By_________________________________ By________________________________
Name: Name:
Title: Title:
By_________________________________ By________________________________
Name: Name:
Title: Title:
8
DEUTSCHE BANK AG UNION BANK OF NORWAY,
IN HAMBURG, as Bank
as Bank
By_____________________________ By_____________________________
Name: Name:
Title: Title:
By_____________________________ By_____________________________
Name: Name:
Title: Title:
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SCHEDULE I
BANKS
Name of Entity Commitment
Nordea, acting through Nordea Twenty Five Million Dollars
Bank Finland Plc, ($25,000,000)
New York Branch
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇
Attn: Hans Chr. Kjelsrud
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Den Norske Bank ASA Twenty Five Million Dollars
New York Branch ($25,000,000)
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Hamburgische Landesbank -Girozentrale- Thirty Five Million Dollars
▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇ ($35,000,000)
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany
Attn: ▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇-▇▇-▇▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇-▇▇-▇▇-▇▇▇▇-▇▇▇▇
Landesbank Schleswig-Holstein Girozentrale Twenty Five Million Dollars
Martensdamm 6 ($25,000,000)
▇-▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany
Attn: ▇▇▇▇ ▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇
JPMorgan Chase Bank Twenty Five Million Dollars
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ($25,000,000)
New York, N.Y. 10017
Attn.: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
NIB Capital Bank N.V. Twenty Five Million Dollars
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ($25,000,000)
▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Attn.: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇-▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇-▇▇-▇▇▇-▇▇▇▇
The Bank of Nova Scotia Twenty Five Million Dollars
One Liberty Plaza ($25,000,000)
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn.: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇
The Governor and Company Twenty Five Million Dollars
of the Bank of Scotland ($25,000,000)
New Uberior House, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇
Facsimile No.: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Telephone No.: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Dresdner Bank AG Twenty Five Million Dollars
Jungfernstieg 22 ($25,000,000)
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Attn.: ▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile No.: +49-40-3501 4007
Telephone No.: +49-40-3501 4360
ING Bank N.V. Twenty Five Million Dollars
60 London Wall ($25,000,000)
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇
Facsimile No.: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Telephone No.: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Lloyds TSB Bank Plc Twenty Five Million Dollars
Specialized Products ($25,000,000)
▇▇ ▇▇▇ ▇▇▇
6 - ▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Attn.: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile No.: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Telephone No.: ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Vereins- und Westbank AG Twenty Five Million Dollars
MT Shipping/Syndication ($25,000,000)
▇▇▇▇▇ ▇▇▇▇ ▇▇
▇-▇▇▇▇▇ ▇▇▇▇▇▇▇
Attn.: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile No.: ▇▇▇-▇▇-▇▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇-▇▇-▇▇▇▇-▇▇▇▇
The Dai-Ichi Kangyo Bank, Ltd. Fifteen Million Dollars
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ($15,000,000)
New York, N.Y. 10019
Attn.: Perzemek T. Blaziak
Facsimile No.: ▇▇▇ ▇▇▇-▇▇▇▇
Telephone No.: ▇▇▇ ▇▇▇-▇▇▇▇
Deutsche Bank AG in Hamburg Fifteen Million Dollars
▇▇▇▇▇▇▇▇▇▇▇▇ ▇ ($15,000,000)
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of Germany
Attn.: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile No.: ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Telephone No.: ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
Union Bank of Norway Ten Million Dollars
▇▇▇▇▇▇▇▇▇▇ ▇▇ (▇▇▇,▇▇▇,▇▇▇)
▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
Attn.: Jan A. Solemslie
Facsimile No.: ▇▇▇ ▇▇ ▇▇▇ ▇▇▇
Telephone No.: ▇▇▇ ▇▇ ▇▇▇ ▇▇▇ _____________________
TOTAL $350,000,000
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