Exhibit 10.3


 


FIRST AMENDMENT TO CREDIT AGREEMENT AND
SECURITY AGREEMENT


 


FIRST AMENDMENT TO CREDIT
AGREEMENT AND SECURITY AGREEMENT, dated as of June 3, 2015 (this “First Amendment”), among Overseas Shipholding
Group, Inc., a Delaware corporation (“Holdings”), OSG International, Inc., a Marshall Islands corporation (the
“Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower”
and, together with the Administrative Borrower, the “Borrowers”), the other Loan Parties party hereto, the
Lenders party hereto and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”).
All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in
the Credit Agreement (as defined below).


 


WITNESSETH:


 


WHEREAS, Holdings, the
Borrowers, the other Loan Parties, the lenders party thereto from time to time (each, a “Lender” and, collectively,
the “Lenders”), the Administrative Agent and the other parties thereto are parties to that certain Credit Agreement,
dated as of August 5, 2014 (as amended by this First Amendment and as may hereafter be amended, amended and restated, modified,
supplemented, extended, renewed, restated or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, the Administrative
Borrower, the Subsidiary Guarantors and the Collateral Agent are parties to that certain Security Agreement, dated as of August
5, 2014 (the “Security Agreement”); and


 


WHEREAS, Holdings, the
Borrowers, the other Loan Parties and the Lenders party hereto desire to amend the Credit Agreement and the Security Agreement
as provided herein;


 


NOW, THEREFORE, in consideration
of the foregoing, the parties hereto hereby agree as follows:


 


SECTION I.           Amendments
to the Credit Agreement. On the First Amendment Effective Date (as defined below), the parties hereto agree that the Credit
Agreement is hereby amended as set forth in this Section I:


 


1.          The
following definitions are hereby added in the appropriate alphabetical order to Section 1.01:


 


“First Amendment”
shall mean the First Amendment, dated as of the First Amendment Effective Date, to this Agreement.


 


“First Amendment Effective Date” shall
mean June 3, 2015.


 




    	 



    	 



    

 


“Permitted Bareboat
Charter” shall mean, as of any time, each of no more than two bareboat charters of Vessels to OSG Bulk Ships, Inc. or
a Subsidiary thereof, each covering no more than one Vessel, so long as: (a) each such bareboat charter is entered into on bona
fide arm’s length terms at the time at which the Vessel is fixed; (b) no such bareboat charter, nor the performance thereof by
the parties thereto, will materially impair the value of the Vessel subject to such bareboat charter; and (c) to the extent that
such bareboat charter is of a Collateral Vessel: (1) the lien of the relevant Collateral Vessel Mortgage in favor of the Mortgage
Trustee, and the ability of the Mortgage Trustee to foreclose on such Collateral Vessel Mortgage and to exercise its remedies thereunder,
is not impaired in any material respect; and (2) OSG Bulk Ships, Inc., or any such Subsidiary thereof that is the charterer under
such bareboat charter, shall, in such bareboat charter: (i) acknowledge for the benefit of the Secured Parties (as express third
party beneficiaries) the existence of such Collateral Vessel Mortgage and that under the terms of such Collateral Vessel Mortgage,
none of the shipowner, any charterer, the master of the vessel, or any other Person has any right, power or authority to create,
incur or permit to be placed or imposed upon the Collateral Vessel, any lien whatsoever other than “Permitted Collateral Vessel
Liens” as defined in such Collateral Vessel Mortgage; (ii) undertake for the benefit of the Secured Parties (as express third
party beneficiaries) to comply, and provide such information and documents to enable the owner of such Collateral Vessel to comply,
with all such instructions or directions in regard to the employment, creation of liens, insurances, operation, repairs and maintenance
of the Collateral Vessel as laid down in the relevant Collateral Vessel Mortgage and the financing documents collateral thereto
or as may be directed from time to time during the currency of such bareboat charter by the Mortgage Trustee in conformity therewith;
(iii) subordinate any lien the charterer has under such bareboat charter against such Collateral Vessel to the lien of the Mortgage
Trustee under the relevant Collateral Vessel Mortgage (and the Secured Parties shall be express third party beneficiaries thereof);
and (iv) agree for the benefit of the Secured Parties (as express third party beneficiaries) that the Mortgage Trustee, upon the
occurrence of an Event of Default, shall have the right but not the obligation to perform the owner’s obligations under such bareboat
charter and to exercise the rights of the owner under such bareboat charter; it being understood that the terms and provisions
of the bareboat charter addressing the items in this clause (c)(2) shall be in form and substance reasonably satisfactory to the
Administrative Agent. Notwithstanding anything to the contrary herein, the Obligations of each Loan Party with respect to any Collateral
Vessel that is the subject of a Permitted Bareboat Charter shall be deemed satisfied to the extent such Obligations are carried
out by the charterer under such Permitted Bareboat Charter in accordance with the terms thereof.


 


“Pool Financing”
shall mean a financing arrangement entered into by a Pool Operator, as agent for the applicable Shipping Pool, on behalf of
the members or participants therein with a third-party lender, which financing is secured by the Pool Financing Receivables of
the Vessels in such Shipping Pool.


 


“Pool Financing
Receivables” shall mean, with respect to a Vessel in a Shipping Pool, (I) Moneys (as defined in Section 1-201 of the UCC)
and claims for payment due or to become due to the Administrative Borrower or a Restricted Subsidiary thereof that owns such Vessel,
or to the Pool Operator of such Shipping Pool on such Vessel owner’s behalf, whether as charter hire, freights, passage moneys,
proceeds of off-hire and loss of hire insurances, loans, indemnities, payments or otherwise, under, and all claims for damages
arising out of any breach of, any time or voyage charter, affreightment or other contract for the use or employment of such Vessel
and (II) all remuneration for salvage and towage services, demurrage and detention moneys and any other moneys whatsoever due or
to become due to such Vessel owner, or the Pool Manager on such Vessel owner’s behalf, arising from the use or employment of such
Vessel.


 




    	-2-



    	 



    

 


“Pool Financing
Indebtedness” shall mean indebtedness incurred by a Pool Operator, as agent for the applicable Shipping Pool, on behalf
of the members or participants therein, under and pursuant to a Pool Financing.


 


“Pool Operator”
shall mean a third-party operator or manager of any Shipping Pool.


 


“Shipping Pool”
shall mean a shipping pool arrangement in which a Vessel has been entered, or in which a Vessel is a member, together with
other vessels owned or operated by third parties that are part of such shipping pool arrangement.


 


2.          Clause
(a) of the definition of “Available Amount” appearing in Section 1.01 of the Credit Agreement is hereby
amended by deleting the text “$25,000,000” appearing therein and inserting the text “$0” in lieu thereof.


 


3.          Clause
(d) of the definition of “Available Amount” appearing in Section 1.01 of the Credit Agreement is hereby
amended by deleting the text “(ix)(II)” appearing therein and inserting the text “(xi)(II)” in lieu thereof.


 


4.          Clause
(c) of the definition of “Change in Control” contained in Section 1.01 of the Credit Agreement is hereby
amended by deleting the following text contained therein:


 


“(excluding, in the case of
both preceding clauses (i) and (ii), any individual whose initial nomination for, or assumption of office as, a member of that
Board of Directors occurs as a result of an actual (or threatened) solicitation of proxies or consents for the election or removal
of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf
of the Board of Directors)”.


 


5.          The
definition of “Consolidated Indebtedness” appearing in Section 1.01 of the Credit Agreement is hereby amended by
(i) deleting the text “and (iv)” appearing at the end of clause (iii) thereof and inserting the text “, (iv)
the aggregate principal amount of all Pool Financing Indebtedness of the Administrative Borrower or any of its Restricted Subsidiaries
(whether such Pool Financing Indebtedness is a several or joint and several obligation of the Administrative Borrower or any such
Restricted Subsidiary and whether the obligations of the Administrative Borrower or any such Restricted Subsidiary are directly
to the lender thereof, the respective Pool Operator or otherwise) and (v)” in lieu thereof and (ii) deleting the text “clauses
(i) through (iii)” appearing in clause (iv) thereof and inserting the text “clauses (i) through (iv)” in lieu thereof.


 


6.          The
definition of “Excess Cash Flow Period” contained in Section 1.01 of the Credit Agreement is hereby restated as
follows:


 




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“Excess Cash Flow Period”
shall mean each fiscal year of the Administrative Borrower (commencing with its fiscal year ending December 31, 2015); provided
that, with respect to the fiscal year of the Administrative Borrower ending December 31, 2015, Excess Cash Flow Period shall mean
the period from and including July 1, 2015 through and including December 31, 2015.


 


7.          The
definition of “Excluded Collateral” appearing in Section 1.01 of the Credit Agreement is hereby amended by (i)
deleting the word “and” appearing at the end of clause (xiv) thereof and (ii) adding the following text immediately
after the text “any Equity Interests in any Unrestricted Subsidiary” appearing in clause (xv) thereof:


 


“; and (xvi) Pool
Financing Receivables and any proceeds thereof that are the subject of a Lien incurred under a Pool Financing (for so long as such
Lien remains in effect)”.


 


8.          Clause
(a) of the definition of “Permitted Charter” appearing in Section 1.01 of the Credit Agreement is hereby
amended and restated as follows:


 


“which is a time charter,
voyage charter, consecutive voyage charter, contract of affreightment or Permitted Bareboat Charter;”.


 


9.          Section
2.10(b)(vi) of the Credit Agreement is hereby amended by deleting the parenthetical “(other than Net Cash Proceeds of
less than $5,000,000 in the aggregate in any fiscal year of the Administrative Borrower)” appearing therein and inserting
the following new parenthetical in lieu thereof:


 


“(other than (i) Net Cash
Proceeds of less than $5,000,000 in the aggregate in any fiscal year of the Administrative Borrower and (ii) up to $78,000,000
of Net Cash Proceeds in the aggregate from the sales prior to the First Amendment Effective Date of (x) the Vessels Cabo Sounion,
Overseas Eliane, Overseas Equatorial and Overseas Sovereign and (y) certain Real Property located in Manila, Philippines)”.


 


10.         Section
2.10(g) of the Credit Agreement is hereby amended restated in its entirety as follows:


 


“(g) Any (x) conversion of
Initial Term Loans into any new or replacement tranche of term loans bearing interest at an Effective Yield less than the Effective
Yield applicable to the Initial Term Loans (as such comparative yields are determined by the Administrative Agent), (y) optional
or mandatory prepayment with respect to all or any portion of the Initial Term Loans with the proceeds of new term loans bearing
interest at an Effective Yield less than the Effective Yield applicable to the Initial Term Loans (as such comparative yields are
determined by the Administrative Agent), and (z) amendment to this Agreement that, directly or indirectly, reduces the Effective
Yield applicable to the Initial Term Loans (other than, in each case, any such conversion, prepayment or amendment in connection
with a Change of Control), in each case, shall be accompanied by the payment by the Borrowers (on a joint and several basis) of
a prepayment premium equal to 1.00% of the aggregate principal amount of such Initial Term Loans repaid, converted or repriced,
if such repayment, conversion or repricing is effected on or prior to the twelve month anniversary of the First Amendment Effective
Date. Any such determination by the Administrative Agent as contemplated by the preceding sentence shall be conclusive and binding
on the Borrowers and all Lenders, absent manifest error.”


 




    	-4-



    	 



    

 


11.         Clause
(z) of Section 2.16(b) of the Credit Agreement is hereby restated in its entirety as follows:


 


“(z) the Borrowers or such
assignee shall have paid to the affected Lender or the Issuing Bank in immediately available funds an amount equal to the sum
of the principal of and interest and any prepayment premium or penalty (if any) accrued to the date of such payment on the outstanding
Loans or LC Disbursements of such Lender or the Issuing Bank, respectively, affected by such assignment (including, in the case
of any replacement of a Term Lender pursuant to clause (iv) above on or prior to the twelve month anniversary of the First Amendment
Effective Date, any premium payable pursuant to Section 2.10(g) on the principal amount of the Initial Term Loans of such
Lender subject to such assignment) plus all Fees and other amounts owing to or accrued for the account of such Lender or the Issuing
Bank hereunder (including any amounts under Sections 2.12 and 2.13)”.


 


12.         Section
5.01(a) of the Credit Agreement is hereby amended by deleting the text “As soon as available and in any event within”
appearing therein and inserting the word “Within” in lieu thereof.


 


13.         Section
5.01(b) of the Credit Agreement is hereby amended by deleting the text “As soon as available and in any event within”
appearing therein and inserting the word “Within” in lieu thereof.


 


14.         Section
5.01(c) of the Credit Agreement is hereby amended by deleting the text “As soon as available and in any event within”
appearing therein and inserting the word “Within” in lieu thereof.


 


15.         Section
5.16(h) of the Credit Agreement is hereby restated in its entirety as follows:


 


“(h) Each Restricted Party
which enters into a Permitted Charter of a Collateral Vessel for an initial or extended period (in each case, including extension
options) in excess of 24 months shall cause to be included in such Permitted Charter or extension thereof a provision confirming
the priority of any preferred ship mortgages covering such Collateral Vessel over the rights of the charterer under such Permitted
Charter, and upon such Restricted Party’s request, the Mortgage Trustee shall enter into, with such charterer, a quiet enjoyment
agreement substantially in the form of Exhibit O together with such additional terms reasonably requested by such charterer, subject
to the Mortgage Trustee’s consent, such consent not to be unreasonably withheld or delayed; provided, however, that the provisions
of this Section 5.16(h) do not apply to Permitted Bareboat Charters.”


 




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16.         Section
6.01 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (n)
thereof, (ii) deleting the period appearing at the end of clause (o) thereof and inserting the text “; and” in
lieu thereof and (iii) adding the following new clause (p) at the end thereof;


 


“(p)       Indebtedness
consisting of Pool Financing Indebtedness in an aggregate principal amount not to exceed $75,000,000 at any time outstanding (which
amount, for the avoidance of doubt, shall include the principal amount of all Indebtedness of the Administrative Borrower or any
of its Restricted Subsidiaries in respect of such Pool Financing Indebtedness for which it is liable, whether on a several basis,
or on a joint and several basis with any other Person).”


 


17.         Section
6.02 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (v)
thereof, (ii) deleting the period appearing at the end of clause (w) thereof and inserting the text “; and” in
lieu thereof and (iii) adding the following new clause (x) at the end thereof;


 


“(x)        Liens
on Pool Financing Receivables and the proceeds thereof securing Pool Financing Indebtedness incurred pursuant to Section 6.01(p).”


 


18.         The
first sentence of Sections 6.05 of the Credit Agreement is hereby amended by deleting the text “(or agree to do any
of the foregoing at any time)” appearing therein.


 


19.         The
first sentence of Sections 6.06 of the Credit Agreement is hereby amended by deleting the text “or agree to effect
any disposition of any property,” appearing therein.


 


20.         The
first sentence of Sections 6.07 of the Credit Agreement is hereby amended by deleting the text “(or agree to do any
of the foregoing at any time)” appearing therein.


 


21.         Section
6.08 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (e)
thereof, (ii) deleting the period appearing at the end of clause (f) thereof and inserting the text “; and” in
lieu thereof and (iii) adding the following new clause (g) at the end thereof:


 


“(g)       so long as no Default
then exists or would result therefrom, the Administrative Borrower may pay a cash Dividend to Holdings on or prior to June 30,
2015 in an aggregate amount not to exceed $200,000,000 (exclusive of any Dividend to Holdings paid pursuant to a different clause
of this Section 6.08).”


 


22.         Section
6.17 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (c)
thereof and (ii) adding the text “; and (e) covenants in documents creating Liens that secure Pool Financing Indebtedness
prohibiting Liens on Pool Financing Receivables” immediately prior to the period at the end thereof.


 




    	-6-



    	 



    

 


23.         Section
6.20 of the Credit Agreement is hereby amended by inserting the text “, other than pursuant to a Permitted Bareboat Charter,”
immediately before the text “for any period” appearing in clause (i) thereof.


 


SECTION II. Release
of Liens on Pool Financing Receivables.   Section 10.4 of the Security Agreement is hereby amended by
adding the following new clause (c) at the end thereof:


 


“(c) Notwithstanding anything
to the contrary set forth in the Credit Agreement or any other Loan Document, (i) to the extent that (but only for so long as)
Pool Financing Receivables have been pledged as security by a Pledgor to secure Pool Financing Indebtedness, such Pool Financing
Receivables shall be automatically released from the Lien of this Agreement and (ii) at the written request and sole expense of
such Pledgor, the Collateral Agent shall promptly execute and deliver to such Pledgor all releases or other documents reasonably
necessary or desirable and in form reasonably satisfactory to the Collateral Agent and take such further actions for the release
of such Pool Financing Receivables from the security interests created hereby.”


 


SECTION III. Effectiveness.
This First Amendment shall become effective as of the date (the “First Amendment Effective Date”) on which
the following conditions have been satisfied:


 


1.          the
Administrative Agent shall have received copies of signature pages to this First Amendment, duly executed and delivered (including
by way of facsimile or other electronic transmission) by the Administrative Agent, the Loan Parties and the Required Lenders;


 


2.          (a)
no Default shall have occurred and be continuing on the First Amendment Effective Date or would occur after giving effect to this
First Amendment and (b) both immediately before and after giving effect to this First Amendment, each of the representations and
warranties made by any Loan Party set forth in Article III of the Credit Agreement or in any other Loan Document shall be
true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified
by materiality or Material Adverse Effect) on and as of the First Amendment Effective Date with the same effect as though made
on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which
case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects
in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date);


 


3.          the
Borrower shall have paid to the Administrative Agent, for the account of each Lender that has delivered to the Administrative Agent
an executed counterpart of this First Amendment on or prior to 11:00 a.m., New York City time, on June 3, 2015, a fee in an aggregate
amount equal to 0.75% of the sum of (i) the aggregate principal amount of all Term Loans of such Lender outstanding on the First
Amendment Effective Date and (ii) the Revolving Commitment of such Lender as in effect on the First Amendment Effective Date; and


 




    	-7-



    	 



    

 


4.          the
Borrower shall have paid to the Administrative Agent and its Affiliates, all costs, fees and expenses (including legal fees and
expenses of White & Case LLP) owing in connection with this First Amendment and the other Loan Documents to the extent invoiced
(in the case of costs and expenses) at least one Business Day prior to the First Amendment Effective Date.


 


SECTION IV.  Miscellaneous Provisions.


 


1.          Except
as expressly provided herein, (a) the Credit Agreement and the other Loan Documents shall be unmodified and shall continue to be
in full force and effect in accordance with their terms, and (b) this First Amendment shall not be deemed a waiver or modification
of any other term or condition of any Loan Document and shall not be deemed to prejudice any right or rights which Administrative
Agent or any Lender may now have or may have in the future under or in connection with any Loan Document or any of the instruments
or agreements referred to therein, as the same may be amended from time to time.


 


2.          This
First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the
same instrument. Delivery by facsimile or electronic transmission of an executed counterpart of a signature page to this First
Amendment shall be effective as delivery of an original executed counterpart of this First Amendment.


 


3.          THIS
FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK, AND THE PROVISIONS OF THE CREDIT AGREEMENT UNDER THE HEADING “GOVERNING LAW; JURISDICTION;
CONSENT TO SERVICE OF PROCESS”, AS SET FORTH IN SECTION 11.09 OF THE CREDIT AGREEMENT, ARE INCORPORATED HEREIN BY
THIS REFERENCE.


 


4.          From
and after the date hereof, (a) all references in the Credit Agreement and each of the other Loan Documents to the Credit Agreement
shall be deemed to be references to the Credit Agreement, as modified hereby, and (b) this First Amendment shall be deemed to constitute
a “Loan Document” for all purposes of the Credit Agreement.


 


[Remainder of page left intentionally
blank]


 


*          *          *


 




    	-8-



    	 



    

 


IN WITNESS WHEREOF, the
parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above
written.


 


	 	OVERSEAS SHIPHOLDING GROUP, INC.,
	 	as Holdings and a Guarantor
	 	 	 
	 	By:	/s/ Ian T. Blackley
	 	 	Name: Ian T. Blackley
	 	 	Title: President and Chief Executive Officer


 


	 	OSG INTERNATIONAL, INC.,
	 	as the Administrative Borrower and a Guarantor
	 	 	 
	 	By:	/s/ Ian T. Blackley
	 	 	Name: Ian T. Blackley
	 	 	Title: Senior Vice President, Chief Financial Officer and Comptroller 


 


	 	OIN DELAWARE LLC,
	 	as the Co-Borrower and a Guarantor
	 	 	 
	 	By:	/s/ Ian T. Blackley
	 	 	Name: Ian T. Blackley 
	 	 	Title: Manager


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	1372 TANKER CORPORATION
	 	AFRICA TANKER CORPORATION
	 	ANDROMAR LIMITED
	 	CABO SOUNION LIMITED
	 	CARIBBEAN TANKER CORPORATION
	 	DELTA AFRAMAX CORPORATION
	 	EIGHTH AFRAMAX TANKER CORPORATION
	 	EPSILON AFRAMAX CORPORATION
	 	FIRST UNION TANKER CORPORATION
	 	FRONT PRESIDENT INC.
	 	INTERNATIONAL SEAWAYS, INC.
	 	KYTHNOS CHARTERING CORPORATION
	 	MAPLE TANKER CORPORATION
	 	OAK TANKER CORPORATION
	 	OCEANIA TANKER CORPORATION
	 	OSG CLEAN PRODUCTS INTERNATIONAL, INC.
	 	OVERSEAS SHIPPING (GR) LTD
	 	REYMAR LIMITED
	 	ROSALYN TANKER CORPORATION
	 	ROSEMAR LIMITED
	 	SAKURA TRANSPORT CORP.
	 	SERIFOS TANKER CORPORATION
	 	SIFNOS TANKER CORPORATION
	 	SIXTH AFRAMAX TANKER CORPORATION
	 	THIRD UNITED SHIPPING CORPORATION
	 	TOKYO TRANSPORT CORP.,
	 	each, as a Subsidiary Guarantor
	 	 	 
	 	By:	/s/ Ian T. Blackley
	 	 	Name: Ian T. Blackley 
	 	 	Title: President
	 	 
	 	ALCESMAR LIMITED
	 	ALCMAR LIMITED
	 	AMALIA PRODUCT CORPORATION
	 	AMBERMAR PRODUCT CARRIER CORPORATION
	 	ANTIGMAR LIMITED
	 	ARIADMAR LIMITED
	 	ATALMAR LIMITED
	 	ATHENS PRODUCT TANKER CORPORATION
	 	AURORA SHIPPING CORPORATION
	 	BATANGAS TANKER CORPORATION
	 	CABO HELLAS LIMITED
	 	CARL PRODUCT CORPORATION
	 	CONCEPT TANKER CORPORATION
	 	GOLDMAR LIMITED
	 	JADEMAR LIMITED
	 	KIMOLOS TANKER CORPORATION
	 	LEYTE PRODUCT TANKER CORPORATION


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	LUXMAR PRODUCT TANKER CORPORATION
	 	MAREMAR PRODUCT TANKER CORPORATION
	 	MILOS PRODUCT TANKER CORPORATION
	 	MINDANAO TANKER CORPORATION
	 	PEARLMAR LIMITED
	 	PETROMAR LIMITED
	 	RICH TANKER CORPORATION
	 	RUBYMAR LIMITED
	 	SAMAR PRODUCT TANKER CORPORATION
	 	SHIRLEY AFRAMAX CORPORATION
	 	SILVERMAR LIMITED
	 	SKOPELOS PRODUCT TANKER CORPORATION
	 	STAR CHARTERING CORPORATION
	 	URBAN TANKER CORPORATION
	 	VIEW TANKER CORPORATION,
	 	each, as a Subsidiary Guarantor
	 	 	 
	 	By:	/s/ Ian T. Blackley
	 	 	Name: Ian T. Blackley 
	 	 	Title: Senior Vice President
	 	 
	 	OSG LIGHTERING LLC
	 	as a Subsidiary Guarantor
	 	 	 
	 	By:	/s/ Ian T. Blackley
	 	 	Name: Ian T. Blackley 
	 	 	Title: Senior Vice President and Manager
	 	 
	 	OSG SHIP MANAGEMENT (UK) LTD,
	 	as a Subsidiary Guarantor
	 	 	 
	 	By:	/s/ Ian T. Blackley
	 	 	Name: Ian T. Blackley 
	 	 	Title: Director
	 	 
	 	MAJESTIC TANKERS CORPORATION 
	 	SEVENTH AFRAMAX TANKER CORPORATION, 
	 	each, as a Subsidiary Guarantor
	 	 	 
	 	By:	/s/ Lois K. Zabrocky
	 	 	Name: Lois K. Zabrocky
	 	 	Title: President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	JEFFERIES FINANCE LLC, as 
	 	Administrative Agent
	 	 	 
	 	By:	/s/ J. Paul McDonnell
	 	Name:  	J. Paul McDonnell
	 	Title:	Managing Director


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	UBS AG, STAMFORD BRANCH
	 	 	 	 
	 	 	By:	/s/ Houssem Daly
	 	 	Name: 	Houssem Daly
	 	 	Title: 	Associate Director
	 	 	 	 
	 	 	By: 	/s/ Denise Bushee
	 	 	Name: 	Denise Bushee 
	 	 	Title: 	Associate Director


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	AIMCO CLO, Series 2014-A
	 	 	 	 
	 	 	By:	/s/ Chris Goergen
	 	 	Name: 	Chris Goergen
	 	 	Title: 	Authorized Signatory
	 	 	 	 
	 	 	By:	/s/ Mark Pittman
	 	 	Name: 	Mark Pittman
	 	 	Title: 	Authorized Signatory


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	ACAS CLO 2012-1, Ltd.
	 	 	By: American Capital CLO Management, LLC 
	 	 	(f/k/a American Capital Leveraged Finance
	 	 	Management, LLC), its Manager
	 	 	 	 
	 	 	By:	/s/ William Weiss
	 	 	Name: 	William Weiss
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	ACAS CLO 2013-1, Ltd.
	 	 	By: American Capital CLO Management, LLC 
	 	 	(f/k/a American Capital Leveraged Finance
	 	 	Management, LLC), its Manager
	 	 	 	 
	 	 	By:	/s/ William Weiss
	 	 	Name: 	William Weiss
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	ACAS CLO 2014-1, Ltd.
	 	 	By: American Capital CLO Management, LLC 
	 	 	its Manager
	 	 	 	 
	 	 	By:	/s/ William Weiss
	 	 	Name: 	William Weiss
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	ACAS CLO 2014-2, Ltd.
	 	 	By: American Capital CLO Management, LLC 
	 	 	its Manager
	 	 	 	 
	 	 	By:	/s/ William Weiss
	 	 	Name: 	William Weiss
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	JFIN CLO 2012 LTD.
	 	 	By: Apex Credit Partners LLC, as Portfolio Manager
	 	 	 	 
	 	 	By:	/s/ David Wells
	 	 	Name: 	David Wells
	 	 	Title: 	Managing Director


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	JFIN CLO 2013 LTD.
	 	 	By: Apex Credit Partners LLC, as Portfolio Manager
	 	 	 	 
	 	 	By:	/s/ David Wells
	 	 	Name: 	David Wells
	 	 	Title: 	Managing Director


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	JFIN CLO 2014 LTD.
	 	 	By: Apex Credit Partners LLC, as Portfolio Manager
	 	 	 	 
	 	 	By:	/s/ David Wells
	 	 	Name: 	David Wells
	 	 	Title: 	Managing Director


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	JFIN CLO 2014-II LTD.
	 	 	By: Apex Credit Partners LLC, as Portfolio Manager
	 	 	 	 
	 	 	By:	/s/ David Wells
	 	 	Name: 	David Wells
	 	 	Title: 	Managing Director


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	JFIN CLO 2015 LTD.
	 	 	By: Apex Credit Partners LLC, as Portfolio Manager
	 	 	 	 
	 	 	By:	/s/ David Wells
	 	 	Name: 	David Wells
	 	 	Title: 	Managing Director


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Arrowpoint CLO 2014-3, LTD
	 	 	 	 
	 	 	By:	/s/ Colby Stilson
	 	 	Name: 	Colby Stilson
	 	 	Title: 	Portfolio Manager
	 	 	 	 
	 	 	[By:	 
	 	 	Name:
	 	 	Title:]1


 





 






1 If second signature
line is required.


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Arrowpoint CLO 2015-4, LTD
	 	 	 	 
	 	 	By:	/s/ Colby Stilson
	 	 	Name: 	Colby Stilson
	 	 	Title: 	Portfolio Manager
	 	 	 	 
	 	 	[By:	 
	 	 	Name:
	 	 	Title:]1


 





 






1 If second signature
line is required.


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Peaks CLO 1, LTD
	 	 	 	 
	 	 	By:	/s/ Colby Stilson
	 	 	Name: 	Colby Stilson
	 	 	Title: 	Portfolio Manager
	 	 	 	 
	 	 	[By:	 
	 	 	Name:
	 	 	Title:]1


 





 






1 If second signature
line is required.


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Benefit Street Partners Capital Opportunity Fund SPV LLC
	 	 	 	 
	 	 	By:	/s/ Todd Marsh
	 	 	Name: 	Todd Marsh
	 	 	Title: 	Authorized Signer
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Black Diamond CLO 2013-1 Ltd.
	 	 	By: Black Diamond CLO 2013-1 Adviser,
	 	 	L.L.C. As its Collateral Manager
	 	 	 	 
	 	 	By:	/s/ Stephen H. Deckoff
	 	 	Name: 	Stephen H. Deckoff
	 	 	Title: 	Managing Principal
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Black Diamond CLO 2014-1 Ltd.
	 	 	By: Black Diamond CLO 2014-1 Adviser,
	 	 	L.L.C. 
	 	 	As its Collateral Manager
	 	 	 	 
	 	 	By:	/s/ Stephen H. Deckoff
	 	 	Name: 	Stephen H. Deckoff
	 	 	Title: 	Managing Principal
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Dauphin Funding LLC
	 	 	By: FS Global Credit Opportunities Fund as
	 	 	Sole Member
	 	 	By: GSO Capital Partners LP as Sub-Adviser
	 	 	 	 
	 	 	By:	/s/ Thomas Iannarone
	 	 	Name: 	Thomas Iannarone
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	SSD LOAN FUNDING LLC 
	 	 	By: Citibank, N.A.,
	 	 	 	 
	 	 	By:	/s/ Tina Tran
	 	 	Name: 	Tina Tran
	 	 	Title: 	Director
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	BLT 13 LLC
	 	 	 	 
	 	 	By:	/s/ Robert Healey
	 	 	Name:	Robert Healey
	 	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	BATTALION CLO III LTD.
	 	 	BY: BRIGADE CAPITAL MANAGEMENT 
	 	 	LP As Collateral Manager
	 	 	 	 
	 	 	By:	/s/ James Keogh
	 	 	Name: 	James Keogh
	 	 	Title: 	Bank Debt Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Battalion CLO V Ltd.
	 	 	By: BRIGADE CAPITAL MANAGEMENT,
	 	 	LP as Collateral Manager
	 	 	 	 
	 	 	By:	/s/ James Keogh
	 	 	Name: 	James Keogh
	 	 	Title: 	Bank Debt Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Battalion CLO VI Ltd.
	 	 	
        By: Brigade Capital Management, LP as

        Collateral Manager

	 	 	 	 
	 	 	By:	/s/ James Keogh
	 	 	Name: 	James Keogh
	 	 	Title: 	Bank Debt Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Battalion CLO VII Ltd.
	 	 	
        By: Brigade Capital Management, LP as

        Collateral Manager

	 	 	 	 
	 	 	By:	/s/ James Keogh
	 	 	Name: 	James Keogh
	 	 	Title: 	Bank Debt Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Goldman Sachs Trust II- Goldman Sachs 
	 	 	Multi-Manager Alternatives Fund
	 	 	By: BRIGADE CAPITAL MANAGEMENT, 
	 	 	LP as Investment Manager
	 	 	 	 
	 	 	By:	/s/ James Keogh
	 	 	Name: 	James Keogh
	 	 	Title: 	Bank Debt Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	JPMC Retirement Plan Brigade Bank Loan 
	 	 	BY: BRIGADE CAPITAL MANAGEMENT, 
	 	 	LP As Investment Manager
	 	 	 	 
	 	 	By:	/s/ James Keogh
	 	 	Name: 	James Keogh
	 	 	Title: 	Bank Debt Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	JP Morgan Chase Retirement Plan
	 	 	BY: BRIGADE CAPITAL MANAGEMENT, 
	 	 	LP As Investment Manager
	 	 	 	 
	 	 	By:	/s/ James Keogh
	 	 	Name: 	James Keogh
	 	 	Title: 	Bank Debt Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Virtus Alternative Income Solution Fund
	 	 	By: Brigade Capital Management, LP as
	 	 	Investment Manager
	 	 	 	 
	 	 	By:	/s/ James Keogh
	 	 	Name: 	James Keogh
	 	 	Title: 	Bank Debt Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Virtus Alternative Total Solution Fund
	 	 	By: Brigade Capital Management, LP as
	 	 	Investment Manager
	 	 	 	 
	 	 	By:	/s/ James Keogh
	 	 	Name: 	James Keogh
	 	 	Title: 	Bank Debt Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Virtus Alternative Inflation Solution Fund
	 	 	By: Brigade Capital Management, LP as
	 	 	Investment Manager
	 	 	 	 
	 	 	By:	/s/ James Keogh
	 	 	Name: 	James Keogh
	 	 	Title: 	Bank Debt Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Canyon Capital CLO 2012-1 Ltd. 
	 	 	BY: Canyon Capital Advisors, its Asset 
	 	 	Manager
	 	 	 	 
	 	 	By:	/s/ Jonathan M. Kaplan
	 	 	Name: 	Jonathan M. Kaplan
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Canyon Capital CLO 2014-1 Ltd. 
	 	 	BY: Canyon Capital Advisors, its Asset 
	 	 	Manager
	 	 	 	 
	 	 	By:	/s/ Jonathan M. Kaplan
	 	 	Name: 	Jonathan M. Kaplan
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Canyon Capital CLO 2014-2 Ltd. 
	 	 	BY: Canyon Capital Advisors, its Asset 
	 	 	Manager
	 	 	 	 
	 	 	By:	/s/ Jonathan M. Kaplan
	 	 	Name: 	Jonathan M. Kaplan
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Canyon Capital CLO 2015-1, LTD. 
	 	 	By: Canyon Capital Advisors LLC, 
	 	 	a Delaware limited liability company, 
	 	 	its Collateral Manager
	 	 	 	 
	 	 	By:	/s/ Jonathan M. Kaplan
	 	 	Name: 	Jonathan M. Kaplan
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Active Portfolios Multi-Manager Core Plus Bond Fund
	 	 	BY: TCW Asset Management Company as Investment Manager
	 	 	 	 
	 	 	By:	/s/ Bibi Khan
	 	 	Name: 	Bibi Khan
	 	 	Title: 	Managing Director
	 	 	 	 
	 	 	By:	/s/ Nora Olan
	 	 	Name: 	Nora Olan
	 	 	Title: 	Senior Vice President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	CORNELL UNIVERSITY
	 	 	 
	 	 	By:	/s/ Eitan Mecameo
	 	 	Name: 	Eitan Mecameo
	 	 	Title:	Partner


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	COVENANT CREDIT PARTNERS CLO I, LTD.,
	 	 	 	 
	 	 	By:	/s/ Brian Horton
	 	 	Name: 	Brian Horton
	 	 	Title: 	MD


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	ATRIUM IX
	 	 	By:  Credit Sales Asset Management, LLC, as Portfolio manager
	 	 	 	 
	 	 	By:	/s/ Ilan Friedman
	 	 	Name:	Ilan Friedman
	 	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	ATRIUM VIII
	 	By: Credit Suisse Asset Management LLC, as portfolio manager
	 	 	 
	 	By:	/s/ Ilan Friedman 
	 	Name:	Ilan Friedman 
	 	Title:	Authorized Signatory 


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	ATRIUM XI
	 	By: Credit Suisse Asset Management LLC, as portfolio manager
	 	 	 
	 	By:	/s/ Ilan Friedman 
	 	Name:	Ilan Friedman
	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	BA/CSCREDIT I LLC
	 	By: Credit Suisse Asset Management LLC, as its investment manager
	 	 	 
	 	By:	/s/ Ilan Friedman
	 	Name:	Ilan Friedman
	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Bentham Wholesale Syndicated
    Loan Fund
	 	By: Credit Salm Asset Management,
    LLC, as Agent (Sub-advisor) to Challenger
    investment Services Limited, the Responsible Entity for Bentham Wholesale Syndicated Loan Fund
	 	 	 
	 	By:	/s/
    Ilan Friedman
	 	Name:	Ilan Friedman
	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Credit Suisse High Yield Bond Fund
	 	By: Credit Suisse Asset Management, LLC, as Investment adviser
	 	 	 
	 	By:	/s/ Ilan Friedman
	 	Name:	Ilan Friedman
	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	HYFI LOAN FUND
	 	By: Credit Suisse Asset Management, LLC, as Investment manager
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	/s/ Ilan Friedman
	 	Name:	Ilan Friedman
	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	MADISON PARK FUNDING XIV, LTD.
	 	By: Credit Suisse Asset Management, LLC, as portfolio manager
	 	 	 
	 	By:	/s/ Ilan Friedman
	 	Name:	Ilan Friedman
	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	MADISON PARK FUNDING IX, LTD.
	 	By: Credit Suisse Asset
    Management, LLC, as  portfolio manager
	 	 	 
	 	By:	/s/ Ilan Friedman
	 	Name:	Ilan Friedman
	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	PK-SSL Investment Fund Limited Partnership
	 	By: Credit Suisse Asset Management, LLC, as Investment manager
	 	 	 
	 	By:	/s/ Ilan Friedman
	 	Name:	Ilan Friedman
	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	QUALCOMMGLOBAL TRADING PTE.
    LTD.
	 	By: Credit Suisse Asset Management, LLC, as Investment manager
	 	 	 
	 	By:	/s/ Ilan Friedman
	 	Name:	Ilan Friedman
	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	State of New Mexico State Investment Council
	 	By authority delegated to the New Mexico State Investment Office
	 	By Credit Suisse Asset Management, LLC, Its Investment manager
	 	 	 
	`	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	By:	/s/ Ilan Friedman
	 	Name:	Ilan Friedman
	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	THE RATON CORPORATION MASTER RETIREMENT TRUST
	 	By: Credit Suisse Asset Management, LLC, as investment manager
	 	 	 
	 	By:	/s/ Ilan Friedman
	 	Name:	Ilan Friedman
	 	Title:	Authorized Signatory


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Bell Atlantic Master Trust
	 	By: Credit Value Partners LP, as Authorized Signatory
	 	 	 
	 	By:	/s/ Joseph Matteo
	 	Name: 	Joseph Matteo
	 	Title: 	Partner
	 	 
	 	By:
	 	Name:
	 	Title:


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	CREDIT VALUE MASTER FUND III, L.P.
	 	BY: Credit Value Partners, LP, as Investment Manager
	 	 	 
	 	By:	/s/ Joseph Matteo
	 	Name: 	Joseph Matteo
	 	Title: 	Partner
	 	 
	 	By:
	 	Name:
	 	Title:


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	CVP Cascade CLO-1 Ltd.
	 	BY: Credit Value Partners, LP, as Investment Manager
	 	 	 
	 	By:	/s/ Joseph Matteo
	 	Name: 	Joseph Matteo
	 	Title:	 Partner
	 	 
	 	By:
	 	Name:
	 	Title:


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	CVP Cascade CLO-2 Ltd.
	 	BY: Credit Value Partners, LP, as Investment Manager
	 	 	 
	 	By:	/s/ Joseph Matteo
	 	Name: 	Joseph Matteo
	 	Title: 	Partner
	 	 
	 	By:
	 	Name:
	 	Title:


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	CVP Cascade CLO-3 Ltd.
	 	By: CVP CLO Manager, LLC
	 	as Investment Manager
	 	 	 
	 	By:	/s/ Joseph Matteo
	 	Name: 	Joseph Matteo
	 	Title: 	Partner
	 	 
	 	By:
	 	Name:
	 	Title:


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 





	 	Patagonia Trading, LLC  
	 	By: SunTrust Bank, as manager  
	 	 	 
	 	By:	/s/ Dougles Weltz
	 	Name:	Dougles Weltz
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:	N/A
	 	Title:	 




 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 	By: DB Services New Jersey, Inc
	 	 	 
	 	By:	/s/ Deirdre Cesario
	 	Name:	Deirdre Cesario
	 	Title:	Assistant Vice President
	 	 	 
	 	By:	/s/ Raymond Chin
	 	Name:	Raymond Chin
	 	Title:	Assistant Vice President


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Vibrant CLO II, Ltd.
	 	By: DFG Investment Advisers, Inc., as Portfolio Manager
	 	 	 
	 	By:	/s/ David Millison
	 	Name: 	David Millison
	 	Title: 	Managing Partner and Senior Portfolio Manager
	 	 
	 	By:
	 	Name:
	 	Title:


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	VIBRANT CLO, LTD.
	 	By: DFG Investment Advisers, Inc. as Portfolio Manager
	 	 
	 	By:	/s/ David Millison
	 	Name: 	David Millison
	 	Title: 	Managing Partner and Senior Portfolio Manager
	 	 
	 	By:
	 	Name:
	 	Title:


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	FPA NEW INCOME, INC.
	 	 	 
	 	By:	/s/ E. LAKE SETZLER III
	 	Name:	E. LAKE SETZLER III
	 	Title:	TREASURER
	 	 	 
	 	By:	/s/ J. RICHARD ATWOOD
	 	Name:	J. RICHARD ATWOOD
	 	Title:	PRESIDENT


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	INFIRMARY HEALTY SYSTEM, INC.
	 	 	 
	 	By:	/s/ E. LAKE SETZLER III
	 	Name:	 E. LAKE SETZLER III
	 	Title: 	SVP & CONTROLLER


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	INOVA HEALTH SYSTEM FOUNDATION
	 	 	 
	 	By:	/s/ E. LAKE SETZLER III
	 	Name: 	E. LAKE SETZLER III
	 	Title: 	SVP & CONTROLLER


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	MOTION PICTURE INDUSTRY INDIVIDUAL ACCOUNT PLAN
	 	 	 
	 	By:	/s/ E. LAKE SETZLER III
	 	Name: 	E. LAKE SETZLER III
	 	Title: 	SVP & CONTROLLER


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	MOTION PICTURE INDUSTRY HEALTH PLAN (ACTIVE)
	 	 	 	 
	 	 	By:	/s/ E. LAKE SETZLER III
	 	 	Name: 	E. LAKE SETZLER III
	 	 	Title: 	SVP & CONTROLLER


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	MOTION PICTURE INDUSTRY PENSION PLAN
	 	 	 	 
	 	 	By:	/s/ E. LAKE SETZLER III
	 	 	Name: 	E. LAKE SETZLER III
	 	 	Title: 	SVP & CONTROLLER


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	MOTION PICTURE INDUSTRY HEALTH PLAN (RETIREE)
	 	 	 	 
	 	 	By:	/s/ E. LAKE SETZLER III
	 	 	Name: 	E. LAKE SETZLER III
	 	 	Title: 	SVP & CONTROLLER


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	SCREEN ACTORS GUILD PRODUCERS PENSION PLAN
	 	 	 	 
	 	 	By:	/s/ E. LAKE SETZLER III
	 	 	Name: 	E. LAKE SETZLER III
	 	 	Title: 	SVP & CONTROLLER


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	SCREEN ACTORS GUILD PRODUCERS HEALTH PLAN
	 	 	 	 
	 	 	By:	/s/ E. LAKE SETZLER III
	 	 	Name: 	E. LAKE SETZLER III
	 	 	Title: 	SVP & CONTROLLER


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	THE HEALTH PLAN OF THE UPPER OHIO VALLEY, INC.
	 	 	 	 
	 	 	By:	/s/ E. LAKE SETZLER III
	 	 	Name: 	E. LAKE SETZLER III
	 	 	Title: 	SVP & CONTROLLER


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Blue Shield of California
	 	 	 	 
	 	 	By: 	/s/ DAVID ARDINI
	 	 	Name:	DAVID ARDINI
	 	 	Title:	ASST. VICE PRESIDENT


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Franklin CLO VI, Ltd.
	 	 	 
	 	 	By:	/s/ DAVID
    ARDINI
	 	 	Name:	DAVID ARDINI
	 	 	Title:	FRANKLIN ADVISERS, INC. AS COLLATERAL
    MANAGER

VICE PRESIDENT


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Franklin Floating Rate Master Trust –  Franklin Floating Rate Master
    Series
	 	 	 
	 	 	By:	/s/ Madeline
    Lam
	 	 	Name:	Madeline Lam
	 	 	Title:	Asst. Vice President


 


[Signature Page to First Amendment to OIN
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	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Franklin Investors Securities Trust - Franklin Floating Rate Daily Access Fund
	 	 	 	 
	 	 	By:	/s/ MADELINE LAM
	 	 	Name:	MADELINE LAM
	 	 	Title:	VICE PRESIDENT


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Franklin Templeton Series II Funds – Franklin Floating Rate II Fund
	 	 	 	 
	 	 	By:	/s/ Madeline Lam
	 	 	Name:	Madeline Lam
	 	 	Title:	Asst. Vice President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Franklin Strategic Income Fund (Canada)
	 	 	 	 
	 	 	By:	/s/ Hague Van Dillen
	 	 	Name:	Hague Van Dillen
	 	 	Title:	Authorized Signer


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Franklin Strategic Series-Franklin Strategic Income Fund
	 	 	 	 
	 	 	By:	/s/ Hague Van Dillen
	 	 	Name:	Hague Van Dillen
	 	 	Title:	Authorized Signer


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Franklin Templeton Variable Insurance Products Trust-Franklin Strategic Income VIP Fund
	 	 	 	 
	 	 	By:	/s/ Hague Van Dillen
	 	 	Name:	Hague Van Dillen
	 	 	Title:	Authorized Signer


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Muir Woods CLO, Ltd.
	 	 	 	 
	 	 	By:	/s/ DAVID
    ARDINI
	 	 	Name:	DAVID ARDINI
	 	 	Title:	FRANKLIN ADVISERS, INC. AS COLLATERAL MANAGER
	 	 	 	VICE PRESIDENT


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Commonwealth Fixed Interest Fund 17
	 	 	 	 
	 	 	By:	/s/ Rable Abas
	 	 	Name: 	Rable Abas
	 	 	Title: 	Attorney


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Franklin Bissett Bond Fund
	 	 	 	 
	 	 	By:	/s/ HEATHER MCOUATT
	 	 	Name:	 HEATHER MCOUATT
	 	 	Title:	V.P., Portfolio Manager


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Franklin Bissett Canadian Short Term Bond Fund
	 	 	 	 
	 	 	By:	/s/  HEATHER MCOUATT
	 	 	Name:	 HEATHER MCOUATT
	 	 	Title:	V.P., Portfolio Manager


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Franklin Bissett Corporate Bond Fund
	 	 	 	 
	 	 	By:	/s/ HEATHER
MCOUATT
	 	 	Name:	HEATHER MCOUATT
	 	 	Title:	V.P., Portfolio Manager


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., ON DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Franklin Investors Securities Trust-Franklin Real Return Fund
	 	 	 	 
	 	 	By:	/s/ Hague Van Diller
	 	 	Title: 	Hague Van Diller
	 	 	Name: 	Authorized Signer


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Franklin Investors Securities Trust-Franklin Low Duration Total Return Fund
	 	 	 	 
	 	 	By: 	/s/ Hague Van Dillen
	 	 	Name:	Hague Van Dillen
	 	 	Title:	Authorized Signer


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Franklin Templeton Total Return FDP Fund of FDP Series, Inc.
	 	 	 	 
	 	 	By: 	/s/ Hague Van Dillen
	 	 	Name:	Hague Van Dillen
	 	 	Title:	Authorized Signer


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Kansas Public Employees Retirement System
	 	 	 	 
	 	 	By: 	/s/ Hague Van Dillen
	 	 	Name:	Hague Van Dillen
	 	 	Title:	Authorized Signer


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Met Investors Series Trust — Met/Franklin Low Duration Total Return Portfolio
	 	 	 	 
	 	 	By: 	/s/ Hague Van Dillen
	 	 	Name:	Hague Van Dillen
	 	 	Title:	Authorized Signer


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	City of New York Group Trust
	 	 	BY: GoldenTree Asset Management, L.P.
	 	 	 	 
	 	 	By:	/s/ Karen Weber
	 	 	Name: 	Karen Weber
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	GoldenTree Loan Opportunities IX, Limited 
	 	 	By: GoldenTree Asset Management, LP
	 	 	 	 
	 	 	By:	/s/ Karen Weber
	 	 	Name: 	Karen Weber
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	The Western and Southern Life Insurance Company
	 	 	By: GoldenTree Asset Management, LP
	 	 	 	 
	 	 	By:	/s/ Karen Weber
	 	 	Name: 	Karen Weber
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Watford Re Ltd.
	 	 	By: Highbridge Principal Strategies, LLC, its
	 	 	investment manager
	 	 	 	 
	 	 	By: 	/s/ Serge Adam
	 	 	Name: 	Serge Adam
	 	 	Title: 	Managing Director
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	ZURICH AMERICAN INSURANCE COMPANY
	 	 	By: Highbridge Principal Strategies, LLC as Investment Manager
	 	 	 	 
	 	 	By:	/s/ Serge Adam
	 	 	Name: 	Serge Adam
	 	 	Title: 	Managing Director
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	ACIS CLO 2013-1 LTD.
	 	 	 	 
	 	 	By: 	/s/ Carter Chism
	 	 	Name: 	Carter Chism
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	ACIS CLO 2013-2 LTD
	 	 	By: Acis Capital Management, L.P., its Portfolio Manager
	 	 	By: Acis Capital Management GP, LLC, its general partner
	 	 	 	 
	 	 	By:	/s/ Carter Chism
	 	 	Name: 	Carter Chism
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name:
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	ACIS CLO 2014-3, Ltd.
	 	 	By: Highland Capital Management, L.P., As Collateral Manager
	 	 	 	 
	 	 	By:	/s/ Carter Chism
	 	 	Name: 	Carter Chism
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name:
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	ACIS CLO 2014-4, Ltd.
	 	 	 	 
	 	 	By:	/s/ Carter Chism
	 	 	Name: 	Carter Chism
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	ACIS CLO 2014-5, Ltd.
	 	 	 	 
	 	 	By:	/s/ Carter Chism
	 	 	Name: 	Carter Chism
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	ACIS CLO 2015-6, Ltd
	 	 	 	 
	 	 	By:	/s/ Carter Chism
	 	 	Name: 	Carter Chism
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Bandera Strategic Credit Partners I, LP
	 	 	 	 
	 	 	By:	/s/ Carter Chism
	 	 	Name: 	Carter Chism
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Highland Floating Rate Opportunities Fund
	 	 	 	 
	 	 	By:	/s/ Carter Chism
	 	 	Name: 	Carter Chism
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Highland Global Allocation Fund
	 	 	 	 
	 	 	By:	/s/ Carter Chism
	 	 	Name: 	Carter Chism
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Highland Loan Master Fund, L.P.
	 	 	By:  Highland Capital Loan GP, LLC, its general partner
	 	 	By:  Highland Capital Management, L.P., its sole member
	 	 	By:  Strand Advisors Inc., its General Partner
	 	 	By:	
	 	 	 	 
	 	 	By:	/s/ Carter Chism
	 	 	Name: 	Carter Chism
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Highland Opportunistic Credit Fund
	 	 	 	 
	 	 	By:	/s/ Carter Chism
	 	 	Name: 	Carter Chism
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Longhorn Credit Funding, LLC
	 	 	BY: Highland Capital Management, L.P., As
	 	 	Collateral Manager
	 	 	 	 
	 	 	By:	/s/ Carter Chism
	 	 	Name: 	Carter Chism
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	NewMark Capital Funding 2014-2 CLO Ltd.
	 	 	By: NewMark Capital LLC, as Collateral Manager
	 	 	 	 
	 	 	By:	/s/ Mark Gold
	 	 	Name: 	Mark Gold
	 	 	Title: 	Managing Partner, CEO & CIO
	 	 	 	 
	 	 	[By: 	 
	 	 	Name: 
	 	 	Title:]1


 





 






1 If second signature line is required.


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	NewMark Capital Funding 2013-1 CLO Ltd.
	 	 	By: NewMark Capital LLC, as Collateral Manager
	 	 	 	 
	 	 	By:	/s/ Mark Gold
	 	 	Name: 	Mark Gold
	 	 	Title: 	Managing Partner, CEO & CIO
	 	 	 	 
	 	 	[By: 	 
	 	 	Name: 
	 	 	Title:]1


 





 






1 If second signature line is required.


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	
        ICE 3: GLOBAL CREDIT CLO LIMITED

        BY: ICE CANYON LLC, its Collateral Manager

	 	 	 	 
	 	 	By:	/s/ Jonathan M. Kaplan
	 	 	Name: 	Jonathan M. Kaplan
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	ICE Global Credit CLO Limited
	 	 	By: ICE Canyon LLC, its Collateral Manager
	 	 	 	 
	 	 	By:	/s/ Jonathan M. Kaplan
	 	 	Name: 	Jonathan M. Kaplan
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Invesco Corporate Class Inc. (for its Trimark Global Balanced Class), as a lender,
	 	 	 
	 	 	By: Invesco Canada Ltd, in its capacity as the

Manager of Trimark Global Balanced Class of

Invesco Corporate Class Inc.
	 	 	 
	 	 	/s/ Isam Walji
	 	 	Name: Isam Walji
	 	 	Title: Vice President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Trimark Adavantage Bond Fund, as a lender,
	 	 	 
	 	 	By: Invesco Canada Ltd, in its capacity as the 
	 	 	Manager of Trimark Advantage Bond Fund.
	 	 	 
	 	 	/s/ Isam Walji
	 	 	Name: Isam Walji 
	 	 	Title: Vice President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Trimark Floating Rate Income Fund, as a lender,
	 	 	 
	 	 	By: Invesco Canada Ltd, in its capacity as the

Manager of Trimark Floating Rate Income Fund.
	 	 	 
	 	 	/s/ Isam Walji
	 	 	Name: Isam Walji
	 	 	Title: Vice President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Trimark Global Balanced Fund, as a lender,
	 	 	 
	 	 	By: Invesco Canada Ltd, in its capacity as the

Manager of
    Trimark Global Balanced Fund.
	 	 	 
	 	 	/s/ Isam Walji
	 	 	Name: Isam Walji
	 	 	Title: Vice President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Trimark Global High Yield Bond Fund, as a lender,
	 	 	 
	 	 	By: Invesco Canada Ltd, in its capacity as the

Manager of Trimark Global High Yield Fund.
	 	 	 
	 	 	/s/ Isam Walji
	 	 	Name: Isam Walji
	 	 	Title: Vice President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Janus US High Yield Fund 
	 	 	By: Janus Capital Fund Plc
	 	 	 	 
	 	 	By:	/s/ Carrie Barrera
	 	 	Name: 	Carrie Barrera 
	 	 	Title: 	Closer
	 	 	 
	 	 	By: 
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Janus Global High Yield Fund
	 	 	By: Janus Capital Fund Plc
	 	 	 	 
	 	 	By:	/s/ Carrie Barrera
	 	 	Name: 	Carrie Barrera 
	 	 	Title: 	Closer
	 	 	 
	 	 	By: 
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Janus High-Yield Fund
	 	 	 	 
	 	 	By:	/s/ Charles Turner
	 	 	Name: 	Charles Turner
	 	 	Title: 	Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Janus Multi Sector Income Fund Craig Brown
	 	 	 	 
	 	 	By:	/s/ Charles Turner
	 	 	Name: 	Charles Turner
	 	 	Title: 	Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	JFIN REVOLVER CLO 2014 LTD.
	 	 	 
	 	 	By: Jefferies Finance LLC, as Portfolio Manager
	 	 	 	 
	 	 	By:	/s/ J. Paul McDonnell
	 	 	Name: 	J. Paul McDonnell
	 	 	Title: 	Managing Director


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 




 


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	JEFFERIES
    LEVERAGED CREDIT PRODUCTS, LLC
	 	 	 
	 	 	 
	 	By:
    	/s/
    William P. McLoughlin
	 	Name: 	William
    P. McLoughlin
	 	Title:	Senior
    Vice President

    Jefferles Leveraged Credit Products, LLC


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	ACE
    Bermuda Insurance Ltd
	 	 
	 	By:	/s/
    Philip Davidson
	 	Name: 	Philip Davidson
	 	Title: 	Authorized Signatory
	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	ACE
    Tempest Reinsurance Ltd
	 	 
	 	By:	/s/
    Philip Davidson
	 	Name: 	Philip Davidson
	 	Title: 	Authorized Signatory
	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	KKR
    FINANCIAL CLO 2013-2, LTD.
	 	 
	 	By:	/s/
    Philip Davidson
	 	Name: 	Philip Davidson
	 	Title: 	Authorized Signatory
	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	KKR
    FINANCIAL CLO 2012-1, LTD.
	 	 
	 	By:	/s/
    Philip Davidson
	 	Name: 	Philip Davidson
	 	Title: 	Authorized Signatory
	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	KKR
    FINANCIAL CLO 2013-1, LTD.
	 	 
	 	By:	/s/
    Philip Davidson
	 	Name: 	Philip Davidson
	 	Title: 	Authorized Signatory
	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Maryland
    State Retirement and Pension System
	 	 
	 	By:	/s/
    Philip Davidson
	 	Name: 	Philip Davidson
	 	Title: 	Authorized Signatory
	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Oregon
    Public Employees Retirement Fund
	 	 
	 	By:	/s/
    Philip Davidson
	 	Name: 	Philip Davidson
	 	Title: 	Authorized Signatory
	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	US
    Income Strategy Fund of Nikko AM

    InvestmentTrust (Cayman)
	 	 
	 	By:	/s/
    Philip Davidson
	 	Name: 	Philip Davidson
	 	Title: 	Authorized Signatory
	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Liberty
    Mutual Insurance Company
	 	 
	 	By:	/s/
    Sheila Finnerty
	 	Name: 	Sheila Finnerty
	 	Title: 	Authorized Signatory


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Liberty
    Mutual Retirement Plan Master Trust
	 	 
	 	By:	/s/
    Sheila Finnerty
	 	Name: 	Sheila Finnerty
	 	Title: 	Authorized Signatory


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	LOOMIS
    SAYLES SENIOR FLOATING 
	 	RATE
    AND FIXED INCOME TRUST,
	 	As
    Lender
	 	 	 
	 	By:	Loomis
    Sayles Trust Company, LLC,
	 	 	As
    Trustee of Loomis Sayles Senior Floating

    Rate and Fixed Income Trust


 


	 	By:	/s/
    Mary McCarthy
	 	Name: 	Mary
    McCarthy
	 	Title:	Vice
    President


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	LOOMIS
    SAYLES SENIOR
	 	FLOATING
    RATE & FIXED INCOME FUND,
	 	As
    Lender
	 	 
	 	By:
    	Loomis,
    Sayles & Company, L.P.,
	 	 	Its
    Investment     Adviser
	 	 	 
	 	By:
    	Loomis,
    Sayles & Company, Incorporated,
	 	 	
    Its General     Partner


 


	 	By:	/s/
    Mary McCarthy
	 	Name: 	Mary
    McCarthy
	 	Title:	Vice
    President


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Metropolitan
    West Floating Rate Income Fund
	 	BY:
    Metropolitan West Asset Management as Investment Manager
	 	 
	 	By:	/s/
    Bibi Khan
	 	Name: 	Bibi Khan
	 	Title: 	Managing Director
	 	 
	 	By:	/s/
    Nora Olan
	 	Name: 	Nora Olan
	 	Title: 	Senior Vice President


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Metropolitan
    West High Yield Bond Fund
	 	BY:
    Metropolitan West Asset Management as Investment Manager
	 	 
	 	By:	/s/
    Bibi Khan
	 	Name: 	Bibi Khan
	 	Title: 	Managing Director
	 	 
	 	By:	/s/
    Nora Olan
	 	Name: 	Nora Olan
	 	Title: 	Senior Vice President


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 





	 	Pictet - US High Yield
	 	BY: Metropolitan West Asset Management as Investment
    Manager
	 	 	 
	 	By:	/s/ Bibi Khan
	 	Name: 	Bibi Khan
	 	Title: 	Managing Director
	 	 	 
	 	By:	/s/ Nora Olan
	 	Name: 	Nora Olan
	 	Title: 	Senior Vice President




 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Pictet
    Sicav II - US High Yield
	 	BY:
    Metropolitan West Asset Management as Investment
    Manager
	 	 	 
	 	By:	/s/
    Bibi Khan
	 	Name: 	Bibi Khan
	 	Title: 	Managing Director
	 	 	 
	 	By:	/s/
    Nora Olan
	 	Name: 	Nora Olan
	 	Title: 	Senior Vice President


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	MidOcean
    Credit CLO I
	 	 	 
	 	By:	/s/
    Jim Wiant
	 	Name: 	Jim Wiant
	 	Title: 	Managing Director
	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	MidOcean
    Credit CLO II
	 	By:
    MidOcean Credit Fund Management LP, as Portfolio Manager
	 	By:
    Ultramar Credit Holdings, Ltd., its General Partner
	 	 	 
	 	By:	/s/
    Jim Wiant
	 	Name: 	Jim Wiant
	 	Title: 	Managing Director
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	MidOcean
    Credit CLO III
	 	By:
    MidOcean Credit Fund Management LP, as Portfolio Manager
	 	By:
    Ultramar Credit Holdings, Ltd., its General Partner
	 	 	 
	 	By:	/s/
    Jim Wiant
	 	Name: 	Jim Wiant
	 	Title: 	Managing Director
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	MidOcean
    Credit CLO IV
	 	By:
    MidOcean Credit Fund Management LP, as Portfolio Manager
	 	By:
    Ultramar Credit Holdings, Ltd., its General Partner
	 	 	 
	 	By:	/s/
    Jim Wiant
	 	Name: 	Jim Wiant
	 	Title: 	Managing Director
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	MidOcean
    Credit Opportunity Master Fund, LP
	 	 	 
	 	By:	/s/
    Jim Wiant
	 	Name: 	Jim Wiant
	 	Title: 	Managing Director
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Venture
    IX CDO, Limited
	 	BY:
    its investment advisor, MJX Asset
	 	Management
    LLC
	 	 	 
	 	By:	/s/
    John P. Calaba
	 	Name: 	John P. Calaba
	 	Title: 	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Venture
    X CLO, Limited
	 	BY:
    its investment advisor, MJX Asset
	 	Management,
    LLC
	 	 	 
	 	By:	/s/
    John P. Calaba
	 	Name: 	John P. Calaba
	 	Title: 	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Venture
    XI CLO, Limited
	 	BY:
    its investment advisor, MJX Asset
	 	Management,
    LLC
	 	 	 
	 	By:	/s/
    John P. Calaba
	 	Name: 	John P. Calaba
	 	Title: 	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	VENTURE
    XII CLO, Limited
	 	BY:
    its investment advisor
	 	MJX
    Asset Management LLC
	 	 	 
	 	By:	/s/
    John P. Calaba
	 	Name: 	John P. Calaba
	 	Title: 	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	VENTURE
    XIII CLO, Limited
	 	BY:
    its Investment Advisor
	 	MJX
    Asset Management LLC
	 	 	 
	 	By:	/s/
    John P. Calaba
	 	Name: 	John P. Calaba
	 	Title: 	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	VENTURE
    XIV CLO, Limited
	 	By:
    its investment advisor
	 	MJX
    Asset Management LLC
	 	 	 
	 	By:	/s/
    John P. Calaba
	 	Name: 	John P. Calaba
	 	Title: 	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	VENTURE
    XIX CLO, Limited
	 	By:
    its investment advisor
	 	MJX
    Asset Management LLC
	 	 	 
	 	By:	/s/
    John P. Calaba
	 	Name: 	John P. Calaba
	 	Title: 	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	VENTURE
    XV CLO, Limited
	 	By:
    its investment advisor
	 	MJX
    Asset Management LLC
	 	 	 
	 	By:	/s/
    John P. Calaba
	 	Name: 	John P. Calaba
	 	Title: 	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	VENTURE
    XVI CLO, Limited
	 	By:
    its investment advisor
	 	MJX
    Asset Management LLC
	 	 	 
	 	By:	/s/
    John P. Calaba
	 	Name: 	John P. Calaba
	 	Title: 	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Venture
    XVII CLO Limited
	 	BY:
    its investment advisor, MJX Asset
	 	Management,
    LLC
	 	 	 
	 	By:	/s/
    John P. Calaba
	 	Name: 	John P. Calaba
	 	Title: 	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Venture
    XVIII CLO, Limited
	 	By:
    its investment advisor
	 	MIX
    Asset Management LLC
	 	 	 
	 	By:	/s/
    John P. Calaba
	 	Name: 	John P. Calaba
	 	Title: 	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 





	 	Oaktree CLO 2014-2 Ltd.
	 	By: Oaktree Capital Management, L.P.
	 	Its: Collateral Manager
	 	 	 
	 	By:	/s/ Narmeen Azad
	 	Name: 	Narmeen Azad
	 	Title: 	Vice President
	 	 	 
	 	By:	/s/ Armen Panossian
	 	Name: 	Armen Panossian
	 	Title: 	Managing Director




 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Citi
    Loan Funding OFS8 LLC,
	 	By:
    Citibank, N.A.,
	 	 	 
	 	By:	/s/
    Paul Plank
	 	Name: 	Paul Plank
	 	Title: 	Director
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	OFSI
    Fund V, Ltd.
	 	 	By:	OFS
    Capital Management, LLC
	 	 	Its:	Collateral
    Manager 
	 	 	 	By:	/s/
    SEAN C. KELLEY
	 	 	 	Name:	SEAN
    C. KELLEY
	 	 	 	Title:	DIRECTOR
	 	 	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	 


 





 






1
If second signature line is required


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	OFSI
    Fund VI, Ltd.
	 	 	By:	OFS
    Capital Management, LLC
	 	 	Its:	Collateral
    Manger 
	 	 	 	By:	/s/
    SEAN C. KELLEY
	 	 	 	Name:	SEAN
    C. KELLEY
	 	 	 	Title:	DIRECTOR
	 	 	 	 
	 	[By:	 	 
	 	Name:	 	 
	 	Title:]1	 	 


 


 


 






1
If second signature line is required


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	OFSI Fund VII, Ltd.
	 	 	By:	OFS
    Capital Management, LLC
	 	 	Its:	Collateral
    Manage
	 	 	 	By:	/s/
    SEAN C. KULEY
	 	 	 	Name:	SEAN
    C. KULEY
	 	 	 	Title:	DIRECTOR


 


	 	[By:	 
	 	Name:	 
	 	Title:]1	 





 


 






1
If second signature line is required


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG BULK SHIPS, INC., THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS
    ADMINISTRATIVE AGENT


 


	 	OZLM
    Funding II, Ltd.
	 	By:
    Och-Ziff Loan Management LP, collateral manager
	 	By:
    Och-Ziff Loan Management LLC , its general partner
	 	 	 
	 	By:	/s/ Joel
    Frank 
	 	Name:
    	Joel
    Frank
	 	Title:
    	Chief
    Financial Officer


 


[Signature Page
to First Amendment to OIN Team Loan Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG BULK SHIPS, INC., THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS
    ADMINISTRATIVE AGENT


 


	 	 	OZLM
    Funding III, Ltd.
	 	 	By:
    Och-Ziff Loan Management LP, its collateral manager
	 	 	By:
    Och-Ziff Loan Management LLC, its general partner


 


	 	By:	/s/
    Joel Frank
	 	Name:
    	Joel
    Frank
	 	Title:
    	Chief
    Financial Officer


 


[Signature Page
to First Amendment to OIN Team Loan Credit Agreement (2015)]


 




    	 



    	 



    




 


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG BULK SHIPS, INC., THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS
    ADMINISTRATIVE AGENT


 


	 	OZLM
    Funding IV, Ltd.
	 	By:
    Och-Ziff Loan Management LP, its collateral manager
	 	By:
    Och-Ziff Loan Management LLC, its general partner
	 	 
	 	By: 	/s/
    Joel Frank
	 	Name: 	Joel Frank
	 	Title: 	Chief Financial Officer


 


[Signature Page
to First Amendment to OIN Team Loan Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG BULK SHIPS, INC., THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS
    ADMINISTRATIVE AGENT


 





	 	OZLM Funding, Ltd.
	 	By: Och-Ziff Loan Management LP, its collateral manager
	 	By: Och-Ziff Loan Management LLC, its general partner
	 	 
	 	By:	/s/ Joel Frank
	 	Name: 	Joel Frank
	 	Title: 	Chief Financial Officer







  


[Signature Page
to First Amendment to OIN Team Loan Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG BULK SHIPS, INC., THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS
    ADMINISTRATIVE AGENT


 


	 	OZLM
    Funding V, Ltd.
	 	By:
    Och-Ziff Loan Management LP, its collateral manager
	 	By:
    Och-Ziff Loan Management LLC, its general partner
	 	 
	 	By: 	/s/
    Joel Frank
	 	Name: 	Joel Frank
	 	Title: 	Chief Financial Officer


 


[Signature Page
to First Amendment to OIN Team Loan Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG BULK SHIPS, INC., THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS
    ADMINISTRATIVE AGENT


 


	 	OZLM
    IX, Ltd.
	 	By:
    Och-Ziff Loan Management LP, its collateral manager
	 	By:
    Och-Ziff Loan Management LLC, its general partner
	 	 
	 	By: 	/s/
    Joel Frank
	 	Name: 	Joel Frank
	 	Title: 	Chief Financial Officer


 


[Signature Page
to First Amendment to OIN Team Loan Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG BULK SHIPS, INC., THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS
    ADMINISTRATIVE AGENT


 





	 	OZLM VI, Ltd.  
	 	By: Och-Ziff Loan Management LP, its collateral manager
	 	By: Och-Ziff Loan Management LLC, its general partner
	 	 
	 	By: 	/s/ Joel Frank
	 	Name: 	Joel Frank
	 	Title: 	Chief Financial Officer







 


[Signature Page
to First Amendment to OIN Team Loan Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG BULK SHIPS, INC., THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS
    ADMINISTRATIVE AGENT


 


	 	OZLM
    VII, Ltd.
	 	By:
    Och-Ziff Loan Management LP, its collateral manager
	 	By:
    Och-Ziff Loan Management LLC, its general partner
	 	 
	 	By: 	/s/
    Joel Frank
	 	Name: 	Joel Frank
	 	Title: 	Chief Financial Officer


 


[Signature Page
to First Amendment to OIN Team Loan Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG BULK SHIPS, INC., THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS
    ADMINISTRATIVE AGENT


 


	 	OZLM
    VIII, Ltd.
	 	By:
    Och-Ziff Loan Management LP, its collateral manager
	 	By:
    Och-Ziff Loan Management LLC, its general partner
	 	 
	 	By: 	/s/
    Joel Frank
	 	Name: 	Joel Frank
	 	Title: 	Chief Financial Officer


 


[Signature Page
to First Amendment to OIN Team Loan Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG BULK SHIPS, INC., THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS
    ADMINISTRATIVE AGENT


 


	 	OZLM
    X, Ltd.
	 	By:
    Och-Ziff Loan Management LP, its collateral manager
	 	By:
    Och-Ziff Loan Management LLC, its general partner
	 	 
	 	By: 	/s/
    Joel Frank
	 	Name: 	Joel Frank
	 	Title: 	Chief Financial Officer


 


[Signature Page
to First Amendment to OIN Team Loan Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG BULK SHIPS, INC., THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE
    AGENT


 





	 	OZLM XI, Ltd.  
	 	By: Och-Ziff Loan Management LP, its collateral manager
	 	By: Och-Ziff Loan Management LLC, its general partner
	 	 
	 	By:	/s/ Joel Frank
	 	Name: 	Joel Frank
	 	Title: 	Chief Financial Officer




 


[Signature Page
to First Amendment to OIN Team Loan Credit Agreement (2015)]


 




    	 



    	 



    

  


	 	SIGNATURE
    PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES
    FINANCE LLC, AS ADMINISTRATIVE AGENT


 


	 	Benefit
    Street Partners CLO III, Ltd.
	 	 	 
	 	By:	/s/
    Todd Marsh
	 	Name: 	Todd Marsh
	 	Title: 	Authorized Signer
	 	 	 
	 	By:	 
	 	Name:
    
	 	Title:


 


[Signature Page
to First Amendment to OIN Credit Agreement (2015)]


 




    	 



    	 



    



 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Benefit Street Partners CLO V, Ltd.
	 	 	 	 
	 	 	By:	/s/ Todd Marsh
	 	 	Name: 	Todd Marsh
	 	 	Title: 	Authorized Signer
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Benefit Street Partners CLO VI, Ltd.
	 	 	 	 
	 	 	By:	/s/ Todd Marsh
	 	 	Name: 	Todd Marsh
	 	 	Title: 	Authorized Signer
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	CORBIN OPPORTUNTY FUND, L.P.
	 	 	 
	 	 	By: Corbin Capital Partners, L.P., solely in its capacity as investment manager
	 	 	 	 
	 	 	By:	/s/  Daniel Friedman
	 	 	Name: 	Daniel Friedman
	 	 	Title: 	General Counsel


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	PONTUS HOLDINGS LTD.
	 	 	 	 
	 	 	By:	/s/ Russell F. Bryant
	 	 	Name:	Russell F. Bryant
	 	 	Title:	Chief Financial Officer
	 	 	 	Quadrant Capital Advisors, Inc.
	 	 	 	Investment Advisor to Pontus Holdings Ltd.
	 	 	 	 
	 	 	[By:	 
	 	 	Name:
	 	 	Title:] 1


 





 






1 If second signature
line is required.


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	[NAME OF LENDER] 

Redwood Opportunity Master Fund, Ltd
	 	 	By: Redwood Capital Management, LLC, its Investment Manager
	 	 	 	 
	 	 	By:	/s/ Ruben Kliksberg
	 	 	Name:	Ruben Kliksberg
	 	 	Title:	Authorized Signatory
	 	 	 	 
	 	 	[By:	 
	 	 	Name: 
	 	 	Title:]1



 





 






1 If second signature line is required.



 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Reef Road Capital, LLC on behalf of Reef Road Master Fund, Ltd.
	 	 	 	 
	 	 	By:	/s/ Eric Rosen
	 	 	Name: 	Eric Rosen
	 	 	Title: 	Chief Investment Officer


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	CAVALRY CLO II
	 	 	 
	 	 	By: Regiment Capital Management, LLC, its Investment Adviser
	 	 	 	 
	 	 	By:	/s/ Mark Brostowski
	 	 	 	Mark Brostowski
	 	 	 	Authorized Signatory


 





 






1 If second signature
line is required.


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	CAVALRY CLO III, LTD.
	 	 	 
	 	 	By: Regiment Capital Management, LLC, its Investment Adviser
	 	 	 	 
	 	 	By:	/s/ Mark A. Brostowski
	 	 	 	Mark A. Brostowski
	 	 	 	Authorized Signatory


 





 






1 If second signature
line is required.


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	CAVALRY CLO IV, LTD.
	 	 	 
	 	 	By: Regiment Capital Management, LLC, its Investment Adviser
	 	 	 	 
	 	 	By:	/s/ Mark A. Brostowski
	 	 	 	Mark A. Brostowski
	 	 	 	Authorized Signatory


 





 






1 If second signature
line is required.


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	RIMROCK HIGH INCOME PLUS (MASTER) FUND, LTD. 
	 	 	RIMROCK LOW VOLATILITY (MASTER) FUND, LTD. 
	 	 	 	as a Lender
	 	 	By:	Rimrock Capital, as its investment manager
	 	 	 	 
	 	 	By:	/s/ S. Blumetti
	 	 	Name:	S. Blumetti
	 	 	Title:	MD


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Avery Point II CLO, Limited
	 	 	BY: Sankaty Advisors, LLC, as Portfolio
	 	 	Manager
	 	 	 	 
	 	 	By:	/s/ Andrew S. Viens
	 	 	Name: 	Andrew S. Viens
	 	 	Title: 	Sr. Vice President of Operations
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Avery Point IV CLO, Limited
	 	 	BY: Sankaty Advisors, LLC, as Portfolio
	 	 	Manager
	 	 	 	 
	 	 	By:	/s/ Andrew Viens
	 	 	Name: 	Andrew Viens
	 	 	Title: 	Sr. Vice President of Operations
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Avery Point V CLO, Limited
	 	 	BY: Sankaty Advisors, LLC, as Portfolio Manager
	 	 	 	 
	 	 	By:	/s/ Andrew Viens
	 	 	Name: 	Andrew Viens
	 	 	Title: 	Document Control Team
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Race Point IX CLO, Limited
	 	 	By: Sankaty Advisors, LLC as Portfolio Manager
	 	 	 	 
	 	 	By:	/s/ Andrew Viens
	 	 	Name: 	Andrew Viens
	 	 	Title: 	Document Control Team
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Race Point VI CLO, Limited
	 	 	By: Sankaty Advisors, LLC, as Portfolio Manager
	 	 	 	 
	 	 	By:	/s/ Andrew Viens
	 	 	Name: 	Andrew Viens
	 	 	Title: 	Sr. Vice President of Operations
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Race Point VII CLO, Limited
	 	 	By: Sankaty Advisors, LLC as Portfolio Manager
	 	 	 	 
	 	 	By:	/s/ Andrew Viens
	 	 	Name: 	Andrew Viens
	 	 	Title: 	Sr. Vice President of Operations
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Race Point VIII CLO, Limited
	 	 	BY: Sankaty Advisors, LLC as Portfolio Manager
	 	 	 	 
	 	 	By:	/s/ Andrew Viens
	 	 	Name: 	Andrew Viens
	 	 	Title: 	Sr. Vice President of Operations
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Solus Senior High Income Fund LP
	 	 	By: Solus Alternative Asset Management LP
	 	 	Its Investment Advisor
	 	 	 	 
	 	 	By:	/s/ Christopher Pucillo
	 	 	Name: 	Christopher Pucillo
	 	 	Title: 	President
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Steele Creek CLO 2014-1, LTD.
	 	 	BY: Steele Creek Investment Management LLC
	 	 	 	 
	 	 	By:	/s/ Alan DeKeukelaere
	 	 	Name: 	Alan DeKeukelaere
	 	 	Title: 	Senior Research Analyst
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Steele Creek CLO 2015-1, LTD.
	 	 	 	 
	 	 	By:	/s/ Alan DeKeukelaere
	 	 	Name: 	Alan DeKeukelaere
	 	 	Title: 	Senior Research Analyst
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT
    AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN
    DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE
    AGENT
	 	 
	 	 	Figueroa CLO 2013-1, Ltd.
	 	 	BY: TCW Asset Management Company as
	 	 	Investment Manager
	 	 	 	 
	 	 	By:	/s/ Bibi Khan
	 	 	Name: 	Bibi Khan
	 	 	Title: 	Managing Director
	 	 	 	 
	 	 	By:	/s/ Nora Olan
	 	 	Name: 	Nora Olan
	 	 	Title: 	Senior Vice President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	FIGUEROA CLO 2013-2, LTD
	 	 	BY: TCW Asset Management Company as
	 	 	Investment Manager
	 	 	 	 
	 	 	By:	/s/ Bibi Khan
	 	 	Name: 	Bibi Khan
	 	 	Title: 	Managing Director
	 	 	 	 
	 	 	By:	/s/ Nora Olan
	 	 	Name: 	Nora Olan
	 	 	Title: 	Senior Vice President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Figueroa CLO 2014-1, Ltd.
	 	 	BY: TCW Asset Management Company as
	 	 	Investment Manager
	 	 	 	 
	 	 	By:	/s/ Bibi Khan
	 	 	Name: 	Bibi Khan
	 	 	Title: 	Managing Director
	 	 	 	 
	 	 	By:	/s/ Nora Olan
	 	 	Name: 	Nora Olan
	 	 	Title: 	Senior Vice President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Variable Portfolio - TCW Core Plus Bond Fund
	 	 	BY: TCW Asset Management Company as Investment Manager
	 	 	 	 
	 	 	By:	/s/ Bibi Khan
	 	 	Name: 	Bibi Khan
	 	 	Title: 	Managing Director
	 	 	 	 
	 	 	By: 	/s/ Nora Olan
	 	 	Name: 	Nora Olan
	 	 	Title: 	Senior Vice President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	NAGANO FUNDING ULC
	 	 	 	 
	 	 	By:	/s/ Shehzeen Ahmed
	 	 	Name: 	Shehzeen Ahmed 
	 	 	Title: 	Authorized Signatory
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	[NAME OF LENDER] Trinitas CLO II, LTD.
	 	 	 	 
	 	 	By:	/s/  Gibran Mahmud
	 	 	Name: 	Gibran Mahmud
	 	 	Title: 	Chief Investment Officer of Triumph Capital Advisors, LLC as Asset Manager
	 	 	 	 
	 	 	[By:	 
	 	 	Name:
	 	 	Title:1


 





 






1 If second signature line is required.


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	[NAME OF LENDER] Trinitas CLO III, LTD.
	 	 	 	 
	 	 	By:	/s/  Gibran Mahmud
	 	 	Name: 	Gibran Mahmud
	 	 	Title: 	Chief Investment Officer of Triumph Capital Advisors, LLC as Asset Manager
	 	 	 	 
	 	 	[By:	 
	 	 	Name:
	 	 	Title:1


 





 






1 If second signature line is required.


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Mt. Whitney Securities, LLC
	 	 	 	 
	 	 	By: 	/s/ Charles C Williams Jr
	 	 	Name: 	Charles C Williams Jr 
	 	 	Title: 	Operations Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Wells Fargo Advantage Multi-Sector Income Fund
	 	 	 	 
	 	 	By: 	/s/ Charles C Williams Jr
	 	 	Name: 	Charles C Williams Jr
	 	 	Title: 	Operations Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Wells Fargo Advantage Strategic Income Fund
	 	 	 	 
	 	 	By:	/s/ Charles C Williams Jr
	 	 	Name: 	Charles C Williams Jr
	 	 	Title: 	Operations Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 	 
	 	 	Floating Rate Loan Fund, a series of 525 
	 	 	Market Street Fund, LLC
	 	 	by: Wells Capital Management, Investment Advisor
	 	 	 	 
	 	 	By:	/s/ Charles C Williams Jr
	 	 	Name: 	Charles C Williams Jr
	 	 	Title: 	Operations Manager
	 	 	 
	 	 	By:
	 	 	Name: 
	 	 	Title:


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	Western Alliance Bank
	 	 	 	 
	 	 	By:	/s/ Roharn Medifar
	 	 	Name: 	Roharn Medifar
	 	 	Title: 	Vice President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	York CLO-1 Ltd.
	 	 	 	 
	 	 	By: 	/s/ Rizwan Akhter
	 	 	Name: 	Rizwan Akhter
	 	 	Title: 	Authorized Signatory


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]


 




    	 



    	 



    

 


	 	SIGNATURE PAGE TO THE FIRST AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, THE LENDERS PARTY THERETO AND JEFFERIES FINANCE LLC, AS ADMINISTRATIVE AGENT
	 	 
	 	 	SUNRISE PARTNERS LIMITED PARTNERSHIP
	 	 	By: Paloma Partners Management Company, general partner
	 	 	 	 
	 	 	By:	/s/ Douglas W. Ambrose
	 	 	Name: 	Douglas W. Ambrose 
	 	 	Title: 	Executive Vice President


 


[Signature Page to First Amendment to OIN
Credit Agreement (2015)]