Exhibit 10.1


 


EXECUTION VERSION


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


THIRD AMENDMENT TO CREDIT
AGREEMENT, dated as of September 20, 2016 (this “Third 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 prior to the date hereof, as further amended on the date hereof by this Third Amendment
and as may hereafter be further amended, amended and restated, modified, supplemented, extended, renewed, restated or otherwise
modified from time to time, the “Credit Agreement”); and


 


WHEREAS, Holdings, the
Borrowers, the other Loan Parties and the Lenders party hereto desire to amend the Credit 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 Third 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:


 


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


 


“Third Amendment Effective Date”
shall mean September 20, 2016.


 


2.          The
definition of “Available Amount” appearing in Section 1.01 of the Credit Agreement is hereby amended by (i)
deleting the period appearing at the end of clause (g) thereof and inserting the text “, minus” in lieu thereof
and (ii) adding the following new clause (h) at the end thereof:


 




     


     


    

 


“(h)          with
respect to the calculation of the Available Amount for the Excess Cash Flow Period commencing January 1, 2016, the cumulative amount
of Dividends made in reliance on Section 6.08(h).”


 


3.          Section
2.21(a)(i) of the Credit Agreement is hereby amended by (i) deleting the text “5.00:1.00” appearing therein and
inserting the text “2.50:1.00” in lieu thereof and (ii) inserting the text “and, provided, further,
that the Borrowers may not obtain more than $200,000,000 in the aggregate of Incremental Term Loans and Incremental Revolving Commitments
pursuant to this Section 2.21” immediately before the “;” at the end thereof.


 


4.          Section
6.04(n) of the Credit Agreement is hereby amended by deleting the text “$20,000,000” appearing therein and inserting
the text “$40,000,000” in lieu thereof.


 


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


 


“(h)          so
long as no Default then exists or would result therefrom, the Administrative Borrower may pay a cash Dividend to Holdings after
the Third Amendment Effective Date and on or prior to October 14, 2016, in an aggregate amount not to exceed $100,000,000 (exclusive
of any Dividend to Holdings paid pursuant to a different clause of this Section 6.08).”


 


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


 


1.          the
Administrative Agent shall have received copies of signature pages to this Third 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 Third Amendment Effective Date or would occur after giving effect to this
Third Amendment and (b) both immediately before and after giving effect to this Third 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 Third 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);


 




    	 	-2-	 



     


    

 


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 Third Amendment on or prior to 5:00 p.m., New York City time, on September 19, 2016, a fee in an
aggregate amount equal to 1.25% of the sum of (i) the aggregate principal amount of all Term Loans of such Lender outstanding on
the Third Amendment Effective Date (calculated prior to giving effect to the Third Amendment Effective Date Prepayment (as defined
below)) and (ii) the Revolving Commitment of such Lender as in effect on the Third Amendment Effective Date;


 


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 Third 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 Third Amendment Effective Date; and


 


5.          substantially
simultaneously with the Third Amendment Effective Date, the Administrative Borrower shall prepay outstanding Initial Term Loans
in an aggregate principal amount equal to $75,000,000 (the “Third Amendment Effective Date Prepayment”) (together
with all accrued interest thereon), which Third Amendment Effective Date Prepayment shall be applied to reduce future scheduled
amortization payments of the Initial Term Loans required under Section 2.09 (including the payment due on the applicable
Term Loan Maturity Date) in the inverse order of maturity; provided, that, for the avoidance of doubt, such prepayment does
not constitute Debt Service. The Third Amendment Effective Date Prepayment shall be deemed an optional prepayment pursuant to Section
2.10; provided, that, the requirements that the Borrowers provide notice of such prepayment under Section
2.10(e) and pay any breakage loss, costs or expenses under Section 2.13 are hereby waived.


 


SECTION III.     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 Third 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
Third 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 Third
Amendment shall be effective as delivery of an original executed counterpart of this Third Amendment.


 


3.          THIS
THIRD 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.


 




    	 	-3-	 



     


    

 


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 Third Amendment shall be deemed to constitute
a “Loan Document” for all purposes of the Credit Agreement.


 


[Remainder of page left intentionally
blank.]


 


*      *       *      


 




    	 	-4-	 



     


    

 


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


 


	 	OVERSEA SHIPHOLDING GROUP, INC.,

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


 


[Signature Page to Third Amendment to OIN
Credit Agreement (2016)]


 




     


     


    

 


	 	
        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.

        OIN CHARTERING, INC.

        KYTHNOS CHARTERING CORPORATION 

        MAPLE TANKER CORPORATION 

        OAK TANKER CORPORATION 

        OCEANIA TANKER CORPORATION 

        OVERSEAS SHIPPING (GR) LTD 

        REYMAR LIMITED 

        ROSALYN TANKER CORPORATION 

        ROSEMAR LIMITED 

        SAKURA TRANSPORT CORP.

        SERIFOS TANKER CORPORATION 

        SIFENOS 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


 


[Signature Page to Third Amendment to OIN
Credit Agreement (2016)]


 




     


     


    

 


	 	
        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,

        each, as a Subsidiary Guarantor

	 	 
	 	By:  	/s/ Ian T. Blackley
	 	Name:  	Ian T. Blackley
	 	Title:  	Senior Vice President


 


[Signature Page to Third Amendment to OIN
Credit Agreement (2016)]


 




     


     


    

 


	 	
        LUXMAR PRODUCT TANKER

        CORPORATION

        MAREMAR PRODUCT TANKER

        CORPORATION

        MILOS PRODUCT TANKER

        CORPORATION

        MINDANAO TANKER

        CORPORATION

        OSG CLEAN PRODUCTS

        INTERNATIONAL, INC.

        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 & Manager


 


[Signature Page to Third Amendment to OIN
Credit Agreement (2016)]


 




     


     


    

 


	 	OSG SHIP MANAGEMENT (UK) LTD,
	 	as a Subsidiary Guarantor
	 	 
	 	By:  	/s/ Ian T. Blackley
	 	Name:  	Ian T. Blackley
	 	Title:  	Director
	 	 
	 	MAJESTIC TANKERS CORPORATION,
	 	as a Subsidiary Guarantor
	 	 
	 	By:  	/s/ James D. Small III
	 	Name:  	James D. Small III
	 	Title:  	Vice President & Secretary
	 	 
	 	SEVENTH AFRAMAX TANKER CORPORATION,
	 	as a Subsidiary Guarantor
	 	 
	 	By:  	/s/ Rick F. Oricchio
	 	Name:  	Rick F. Oricchio
	 	Title:  	Senior Vice President & Treasurer


 


[Signature Page to Third Amendment to OIN
Credit Agreement (2016)]


 




     


     


    

 


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


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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: Acis Capital Management, L.P., its Portfolio Manager
	 	 
	 	By:	/s/ Carter Chism
	 	Name:	Carter Chism
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:	/s/ Carter Chism
	 	Name:	Carter Chism
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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: Acis Capital Management, L.P., its Portfolio Manager
	 	 
	 	By:	/s/ Carter Chism
	 	Name:	Carter Chism
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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: Acis Capital Management, L.P., its Portfolio Manager
	 	 
	 	By:	/s/ Carter Chism
	 	Name:	Carter Chism
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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: Acis Capital Management, L.P., its Portfolio Manager
	 	 
	 	By:	/s/ Carter Chism
	 	Name:	Carter Chism
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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: Acis Capital Management, L.P., its Portfolio Manager
	 	 
	 	By:	/s/ Carter Chism
	 	Name:	Carter Chism
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Total Return Bond
	 	 
	 	By: TCW Investment Management Company, acting solely as its investment manager
	 	 
	 	By:	/s/ Nora Olan
	 	Name:	Nora Olan
	 	Title:	Senior Vice President
	 	 	 
	 	By:	/s/ Bibi Khan
	 	Name:	Bibi Khan
	 	Title:	Managing Director


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 2015-A
	 	 
	 	By:  Allstate Investment Management Company as Collateral Manager
	 	 
	 	By:	/s/ Chris Goergen
	 	 	Chris Goergen
	 	 	Authorized Signatory
	 	 	 
	 	By:	/s/ Mark D. Pittman
	 	 	Mark D. Pittman
	 	 	Authorized Signatory


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:  Allstate Investment Management Company as Collateral Manager
	 	 
	 	By:	/s/ Chris Goergen
	 	 	Chris Goergen
	 	 	Authorized Signatory
	 	 	 
	 	By:	/s/ Mark D. Pittman
	 	 	Mark D. Pittman
	 	 	Authorized Signatory


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Aon Hewitt Group Trust - High Yield Plus Bond Fund
	 	 
	 	By:	Bain Capital Credit, LP, as Manager
	 	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Sanjai Bhonsle
	 	Name:	Sanjai Bhonsle
	 	Title:	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	
         

         
	SIGNATURE PAGE TO THE THIRD 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:  Arrowpoint Asset Management, LLC
	 	As Collateral Manager
	 	 
	 	By:	/s/ Sanjai Bhonsle
	 	Name:	Sanjai Bhonsle
	 	Title:	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	
         

         
	SIGNATURE PAGE TO THE THIRD 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 2016-5, Ltd.
	 	 
	 	By:  Arrowpoint Asset Management, LLC
	 	As Collateral Manager
	 	 
	 	By:	/s/ Sanjai Bhonsle
	 	Name:	Sanjai Bhonsle
	 	Title:	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	
         

         
	SIGNATURE PAGE TO THE THIRD 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 Suisse Asset Management, LLC,
	 	as portfolio manager
	 	 
	 	By:	/s/ Louis Farano
	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	
         

         
	SIGNATURE PAGE TO THE THIRD 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/ Louis Farano
	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Louis Farano
	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 XII
	 	 
	 	By:  Credit Suisse Asset Management, LLC, as portfolio manager
	 	 
	 	By:	/s/ Louis Farano
	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	AUSTRALIANSUPER
	 	 
	 	By:  Credit Suisse Asset Management, LLC, as sub-advisor to Bentham Asset Management Pty Ltd. in its capacity as agent of and investment manager for AustralianSuper Pty Ltd. in its capacity as trustee of AustralianSuper
	 	 
	 	By:	/s/ Louis Farano
	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:  Bain Capital Credit, LP, as Portfolio Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 III CLO, Limited
	 	 
	 	By:  Bain Capital Credit, LP, as Portfolio Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:  Bain Capital Credit, LP, as Portfolio Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:  Bain Capital Credit, LP, as Portfolio Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 VI CLO, Limited
	 	 
	 	By:  Bain Capital Credit, LP, as Portfolio Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 VII CLO, Limited
	 	 
	 	By:  Bain Capital Credit, LP, as Portfolio Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 1 LLC
	 	By:  Credit Suisse Asset Management, LLC, as investment manager
	 
	 	 
	 	By:	/s/ Louis Farano
	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:  Highland Capital Management, L.P., As Investment Manager
	 
	 	 
	 	By:	/s/ Carter Chism
	 	Name:	Carter Chism
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 IV, Ltd.
	 	 
	 	By:	/s/ Todd Marsh
	 	Name:	Todd Marsh
	 	Title:	Authorized Signer
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 IX, Ltd.
	 	 
	 	By:	/s/ Todd Marsh
	 	Name:	Todd Marsh
	 	Title:	Authorized Signer
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 VII, Ltd.
	 	 
	 	By:	/s/ Todd Marsh
	 	Name:	Todd Marsh
	 	Title:	Authorized Signer
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Suisse Asset Management, LLC, as agent (sub-advisor) for Challenger Investment Services Limited, the Responsible Entity for Bentham Wholesale Syndicated Loan Fund
	 	 	 
	 	By:	/s/ Louis Farano
	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    


 


	 	SIGNATURE PAGE TO THE THIRD 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 2012-1 Ltd.
	 	 
	 	BY:  Black Diamond CLO 2012-1 Adviser, L.L.C.
	 	As its Portfolio Manager
	 	 
	 	By:	/s/ Stephen H. Deckoff
	 	Name:	Stephen H. Deckoff
	 	Title:	Managing Principal
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 2016-1 Ltd.
	 	 
	 	By:  Black Diamond CLO 2016-1 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Cross of California
	 	 
	 	By:  Bain Capital Credit, LP, as Investment Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Investment Manager
	 	 
	 	By:	/s/ Carter Chism
	 	Name:	Carter Chism
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 LLC, Its Asset Manager
	 	 
	 	By:	/s/ Jonathan M. Kaplan
	 	Name:	Jonathan M. Kaplan
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 LLC, Its Asset Manager
	 	 
	 	By:	/s/ Jonathan M. Kaplan
	 	Name:	Jonathan M. Kaplan
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 2016-1, Ltd.
	 	 
	 	By:  Canyon CLO Advisors LLC, its Collateral Manager
	 	 
	 	By:	/s/ Jonathan M. Kaplan
	 	Name:	Jonathan M. Kaplan
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 CLO 2016-2, Ltd.
	 	 
	 	By:	/s/ Jonathan M. Kaplan
	 	Name:	Jonathan M. Kaplan
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Catholic Health Initiatives Master Trust
	 	 
	 	By:  Bain Capital Credit, LP, as Investment Adviser and Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:  Bain Capital Credit, LP, as Collateral Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:  Bain Capital Credit, LP, as Collateral Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:  Bain Capital Credit, LP, as Collateral Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 V, Ltd.
	 	 
	 	By:  Bain Capital Credit, LP, as Collateral Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	CHI Operating Investment Program L.P.
	 	 
	 	By:  Bain Capital Credit, LP, as Investment Adviser and Manager
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Community Insurance Company
	 	 
	 	By:  Bain Capital Credit, LP, as Investment Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:  	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 OPPORTUNITY FUND, L.P.
	 	 
	 	By:  Corbin Capital Partners, L.P., its investment manager
	 	 
	 	By:	/s/ Daniel Friedman
	 	Name:	Daniel Friedman
	 	Title:	General Counsel


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Michael Montgomery
	 	Name:	Michael Montgomery
	 	Title:	
        Chief Compliance Officer

        Glendon Capital Management L.P.

        Authorized Person

        Level 2 Officer



 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 II, Ltd.
	 	 
	 	By:	/s/ Brian Horton
	 	Name:	Brian Horton
	 	Title:	MD


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 FLOATING RATE HIGH INCOME FUND
	 	 
	 	By:  Credit Suisse Asset Management, LLC, as investment advisor
	 	 
	 	By:	/s/ Louis Farano
	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 advisor
	 	 
	 	By:	/s/ Louis Farano
	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 






     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Nora Olan
	 	Name:	Nora Olan
	 	Title:	Senior Vice President
	 	 	 
	 	By:	/s/ Bibi Khan
	 	Name:	Bibi Khan
	 	Title:	Managing Director


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Nora Olan
	 	Name:	Nora Olan
	 	Title:	Senior Vice President
	 	 	 
	 	By:	/s/ Bibi Khan
	 	Name:	Bibi Khan
	 	Title:	Managing Director


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Nora Olan
	 	Name:	Nora Olan
	 	Title:	Senior Vice President
	 	 	 
	 	By:	/s/ Bibi Khan
	 	Name:	Bibi Khan
	 	Title:	Managing Director


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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, as Investment Advisor
	 	 
	 	By:	/s/ Benjamin Fandinola
	 	Name:	Benjamin Fandinola
	 	Title:	Trade Operations Specialist
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 






     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Alex Guang Yu
	 	Name:	Alex Guang Yu
	 	Title:	Authorized Signatory


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 






     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Alex Guang Yu
	 	Name:	Alex Guang Yu
	 	Title:	Authorized Signatory


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Alex Guang Yu
	 	Name:	Alex Guang Yu
	 	Title:	Authorized Signatory


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Nebraska Investment Council
	 	 
	 	By:	/s/ Alex Guang Yu
	 	Name:	Alex Guang Yu
	 	Title:	Authorized Signatory


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 






     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 






     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Limited Duration Income Trust
	 	 
	 	By:	/s/ Madeline Lam
	 	Name:	Madeline Lam
	 	Title:	Asst. Vice President


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Alex Guang Yu
	 	Name:	Alex Guang Yu
	 	Title:	Authorized Signatory


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Hague Van Dillen
	 	Name:	Hague Van Dillen
	 	Title:	Authorized Signer


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Alex Guang Yu
	 	Name:	Alex Guang Yu
	 	Title:	Authorized Signatory


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Alex Guang Yu
	 	Name:	Alex Guang Yu
	 	Title:	Authorized Signatory


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Alex Guang Yu
	 	Name:	Alex Guang Yu
	 	Title:	Authorized Signatory


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Alex Guang Yu
	 	Name:	Alex Guang Yu
	 	Title:	Authorized Signatory


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 XII, Limited

                     

                    By:  GoldenTree Asset Management, LP

	 	 
	 	By:	/s/ Karen Weber
	 	Name:	Karen Weber
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Google Inc.
	 	 
	 	By:  Bain Capital Credit, LP, as Investment Adviser and Manager
	 	 
	 	By:	/s/ Andrew Viens
	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	GT Loan Financing I, Ltd.
	 	 
	 	By:  GoldenTree Asset Management, LP
	 	 
	 	By:	/s/ Karen Weber
	 	Name:	Karen Weber
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Funds I, on behalf of its Series,

Highland Floating Rate Opportunities Fund
	 	 
	 	By:	/s/ Brian Mitts
	 	Name:	Brian Mitts
	 	Title:	Senior Fund Analyst
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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, LP
	 	 
	 	By:  Highland Capital Management, L.P.,

As Investment Manager
	 	 
	 	By:	/s/ Carter Chism
	 	Name:	Carter Chism
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:	/s/ Louis Farano
	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Krystle Walker
	 	Name:	Krystle Walker
	 	Title:	Associate Director - Settlements
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Craig Brown
	 	Name:	Craig Brown
	 	Title:	VP Investment Operations
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Craig Brown
	 	Name:	Craig Brown
	 	Title:	VP Investment Operations
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 as Portfolio Manager
	 	 
	 	By:	/s/ Andrew Stern
	 	Name:	Andrew Stern
	 	Title:	Managing Director
	 	 	 
	 	JFIN CLO 2013 LTD
	 	 
	 	By:  Apex Credit Partners as Portfolio Manager
	 	 
	 	By:	/s/ Andrew Stern
	 	Name:	Andrew Stern
	 	Title:	Managing Director
	 	 	 
	 	JFIN CLO 2014 LTD
	 	 
	 	By:  Apex Credit Partners as Portfolio Manager
	 	 
	 	By:	/s/ Andrew Stern
	 	Name:	Andrew Stern
	 	Title:	Managing Director


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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
	 	 
	 	JFIN REVOLVER CLO 2015 II LTD.
	 	 
	 	By:  Jefferies Finance LLC, as Portfolio Manager
	 	 
	 	By:	/s/ J Paul McDonnell
	 	Name:	J Paul McDonnell
	 	Title:	Managing Director


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     


     


    


 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Kaiser Foundation Hospitals
	 	 
	 	By:  Bain Capital Credit, LP, as Investment Adviser and Manager
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Kaiser Permanente Group Trust
	 	 
	 	By:  Bain Capital Credit, LP, as Investment Adviser and Manager
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 






     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 CLO 10 LTD.
	 	 
	 	By:	
        /s/ Philip Davidson

	 	Name:	Philip Davidson
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 CLO 11 LTD.
	 	 
	 	By:	
        /s/ Philip Davidson

	 	Name:	Philip Davidson
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 CLO 12 LTD.
	 	 
	 	By:	
        /s/ Philip Davidson

	 	Name:	Philip Davidson
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 CLO 13 Ltd.
	 	 
	 	By:	
        /s/ Philip Davidson

	 	Name:	Philip Davidson
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 CLO 14 Ltd.
	 	 
	 	By:	
        /s/ Philip Davidson

	 	Name:	Philip Davidson
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 CLO 15 Ltd.
	 	 
	 	By:	
        /s/ Philip Davidson

	 	Name:	Philip Davidson
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 CLO 9 LTD.
	 	 
	 	By:	
        /s/ Philip Davidson

	 	Name:	Philip Davidson
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 JP LOAN FUND 2015 A SERIES TRUST OF MULTI MANAGER GLOBAL INVESTMENT TRUST
	 	 
	 	By:	
        /s/ Philip Davidson

	 	Name:	Philip Davidson
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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, as Assignee
		 
	 	By:  LIBERTY MUTUAL GROUP ASSET MANAGEMENT INC. ACTING FOR AND ON BEHALF OF LIBERTY MUTUAL RETIREMENT PLAN MASTER TRUST
	 	 
	 	By:	
        /s/ Sheila Finnerty

	 	Name:	Sheila Finnerty
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Loan Fund, a series Trust of Multi Manager Global Investment Trust
	 	 
	 	
        By Loomis, Sayles & Company, L.P. its Investment
        Manager,

        By Loomis, Sayles & Company, Incorporated, its General Partner

	 	 
	 	By:	
        /s/ Mary McCarthy

	 	Name:	Mary McCarthy
	 	Title:	Vice President, Legal and Compliance Analyst
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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
	 	 
	 	
        By: Loomis, Sayles & Company, L.P., its Investment Manager

        By: Loomis, Sayles & Company, Incorporated, Its General Partner

	 	 
	 	By:	
        /s/ Mary McCarthy

	 	Name:	Mary McCarthy
	 	Title:	Vice President, Legal and Compliance Analyst
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Los Angeles County Employees Retirement Association
	 	 
	 	By:  Bain Capital Credit, LP, as Manager
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Louis Farano

	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Louis Farano

	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Benjamin Fandinola

	 	Name:	Benjamin Fandinola
	 	Title:	Trade Operations Specialist
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	NHIT:  Senior Floating Rate and Fixed Income Trust
	 	 
	 	By:  Loomis Sayles Trust Company, LLC, its Trustee
	 	 
	 	By:	
        /s/ Mary McCarthy

	 	Name:	Mary McCarthy
	 	Title:	Vice President, Legal and Compliance Analyst
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 2014-1 Ltd.
	 	 
	 	
        BY: Oaktree Capital Management, L.P.

        Its: Collateral Manager

	 	 
	 	By:	
        /s/ Ronald Kaplan

	 	Name:	Ronald Kaplan
	 	Title:	Senior Vice President
	 	 	 
	 	By:	
        /s/ Armen Panossian

	 	Name:	Armen Panossian
	 	Title:	Managing Director


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Ronald Kaplan

	 	Name:	Ronald Kaplan
	 	Title:	Senior Vice President
	 	 	 
	 	By:	
        /s/ Armen Panossian

	 	Name:	Armen Panossian
	 	Title:	Managing Director


 


[Signature Page to Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third
Amendment to OIN Credit Agreement]


 



     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 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 Third Amendment to OIN Credit Agreement]


 






     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	OZLM Funding II, 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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	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 Third Amendment to OIN Credit Agreement]


 




     


     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	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 Third Amendment to OIN Credit Agreement]


 




     


     


    





	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 I, Ltd.
	 	 
	 	By:  Arrowpoint Asset Management, LLC as Manager
	 	 
	 	By:	
        /s/ Sanjai Bhonsle

	 	Name:	Sanjai Bhonsle
	 	Title:	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	
        PENSIONDANMARK

        PENSIONSFORSIKRINGSAKTIESELSKAB

	 	 
	 	By:  Highland Capital Management, L.P., As Investment Manger
	 	 
	 	By:	
        /s/ Carter Chism

	 	Name:	Carter Chism
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 its Investment Manager
	 	 
	 	By:	
        /s/ Louis Farano

	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	QUALCOMM Global Trading Pte. Ltd.
	 	 
	 	By:  Credit Suisse Asset Management, LLC, as investment manager
	 	 
	 	By:	
        /s/ Louis Farano

	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:  Bain Capital Credit, LP, as Portfolio Manager
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 V CLO, Limited
	 	 
	 	By:  Bain Capital Credit, LP, as Portfolio Manager
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:  Bain Capital Credit, LP, as Portfolio Manager
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:  Bain Capital Credit, LP, as Portfolio Manager
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:  Bain Capital Credit, LP, as Portfolio Manager
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 X CLO, Limited
	 	 
	 	By:  Bain Capital Credit, LP, as Portfolio Manager
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Redwood Opportunity Master Fund, LTD. By Redwood Capital Management, LLC its Investment Manager
	 	 
	 	By:	
        /s/ Jonathan Kolatan

	 	Name:	Jonathan Kolatan
	 	Title:	Managing Member
	 	 	 
	 	[By:	
 


	 	Name:	 
	 	Title:]1	 


 





 








1 If second signature line is required.


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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
	 	 
	 	By:  Rimrock Capital, as its investment manager
	 	 
	 	By:	
        /s/ Santino Blumetti

	 	Name:	Santino Blumetti
	 	Title:	Managing Director


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	San Francisco City and County Employees’ Retirement System
	 	 
	 	By:  Bain Capital Credit, LP, as Investment Manager
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Sankaty Managed Account (TCCC), L.P.
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Sankaty Rio Grande FMC, L.P.
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Sankaty Senior Loan Fund (SRI), L.P.
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Sankaty Senior Loan Fund Public Limited Company
	 	 
	 	By:  Bain Capital Credit, LP, as Investment Manager
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Sankaty Senior Loan Fund, L.P.
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 A. Pucillo

	 	Name:	Christopher A. Pucillo
	 	Title:	Chief Executive Officer
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:	
        /s/ Louis Farano

	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 2016-1, LTD.
	 	 
	 	By:	
        /s/ Alan DeKeukelaere

	 	Name:	Alan DeKeukelaere
	 	Title:	Senior Research Analyst
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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


 


	 	Sunsuper Pooled Superannuation Trust 
	 	 
	 	By:  Bain Capital Credit, LP, as Manager
	 	 
	 	By:	
        /s/ Andrew Viens

	 	Name:	Andrew Viens
	 	Title:	Executive Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 EATON CORPORATION MASTER RETIREMENT TRUST
	 	 
	 	BY:  Credit Suisse Asset Management, LLC, as investment manager
	 	 
	 	By:	
        /s/ Louis Farano

	 	Name:	Louis Farano
	 	Title:	Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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:	
        /s/ Bernie M. Casey

	 	Name:	Bernie M. Casey
	 	Title:	AVP & Senior Credit Analyst
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Advantage Bond Fund, as a lender,
	 	 
	 	By:  Invesco Canada Ltd, in its capacity as manager of lnvesco Advantage Bond Fund
	 	 
	 	By:	
        /s/ Isam Walji

	 	Name:	Isam Walji
	 	Title:	Vice President


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Floating Rate Income Fund, as a lender,
	 	 
	 	By:  Invesco Canada Ltd, in its capacity as manager of Invesco Floating Rate Income Fund
	 	 
	 	By:	
        /s/ Isam Walji

	 	Name:	Isam Walji
	 	Title:	Vice President


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Global High Yield Bond Fund, as a lender,
	 	 
	 	By:  Invesco Canada Ltd, in its capacity as manager of Invesco Global High Yield Bond Fund
	 	 
	 	By:	
        /s/ Isam Walji

	 	Name:	Isam Walji
	 	Title:	Vice President


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 manager of Trimark Global Balanced Fund
	 	 
	 	By:	
        /s/ Isam Walji

	 	Name:	Isam Walji
	 	Title:	Vice President


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 manager of Trimark Global Balanced Class (of Invesco Corporate Class Inc.)
	 	 
	 	By:	
        /s/ Isam Walji

	 	Name:	Isam Walji
	 	Title:	Vice President


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Denise Bushee

	 	Name:	Denise Bushee
	 	Title:	Associate Director
	 	 	 
	 	By:	
        /s/ Kenneth Chin

	 	Name:	Kenneth Chin
	 	Title:	Director


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Nora Olan

	 	Name:	Nora Olan
	 	Title:	Senior Vice President
	 	 	 
	 	By:	
        /s/ Bibi Khan

	 	Name:	Bibi Khan
	 	Title:	Managing Director


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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
	 	MJX Asset Management LLC
	 	 
	 	By:	
        /s/ John P. Calaba

	 	Name:	John P. Calaba
	 	Title:	Portfolio Manager
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 XXII CLO, Limited
	 	 
	 	BY:  its investment advisor MJX Asset Management LLC
	 	 
	 	By:	
        /s/ John P. Calaba

	 	Name:	John Calaba
	 	Title:	Managing Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 XXIII CLO, Limited
	 	 
	 	BY:  its investment advisor MJX Asset Management LLC
	 	 
	 	By:	
        /s/ John P. Calaba

	 	Name:	John Calaba
	 	Title:	Managing Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Multi-Sector Income Fund
	 	 
	 	by:  Wells Capital Management, as Investment Advisor
	 	 
	 	By:	
        /s/ Benjamin Fandinola

	 	Name:	Benjamin Fandinola
	 	Title:	Trade Operations Specialist
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Strategic Income Fund
	 	 
	 	by:  Wells Capital Management, as Investment Advisor
	 	 
	 	By:	
        /s/ Benjamin Fandinola

	 	Name:	Benjamin Fandinola
	 	Title:	Trade Operations Specialist
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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/ Roham Medifar

	 	Name:	Roham Medifar
	 	Title:	Vice President
	 	 	 
	 	[By:	
 


	 	Name:	 
	 	Title:]1	 


 





 








1 If second signature line is required.


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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 Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


 


	 	SIGNATURE PAGE TO THE THIRD 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-2 Ltd.
	 	 
	 	By:	
        /s/ Rizwan Akhter

	 	Name:	Rizwan Akhter
	 	Title:	Authorized Signatory


 


[Signature Page to Third Amendment to OIN
Credit Agreement]


 




     

     


    

 


	 	SIGNATURE PAGE TO THE THIRD 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-3 Ltd.
	 	 
	 	By:	
        /s/ Rizwan Akhter

	 	Name:	Rizwan Akhter
	 	Title:	Authorized Signatory


 


[Signature Page to Third Amendment to OIN
Credit Agreement]