Exhibit 10.1


 


EXECUTION VERSION


 


SECOND AMENDMENT TO CREDIT AGREEMENT


 


SECOND AMENDMENT TO CREDIT
AGREEMENT, dated as of July 18, 2016 (this “Second Amendment”), among Overseas Shipholding Group, Inc., a Delaware
corporation (“Holdings”), OSG International, Inc., a Marshall Islands corporation (the “Administrative
Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together
with the Administrative Borrower, the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto
and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”). All capitalized
terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement
(as defined below).


 


WITNESSETH:


 


WHEREAS, Holdings, the
Borrowers, the other Loan Parties, the lenders party thereto from time to time (each, a “Lender” and, collectively,
the “Lenders”), the Administrative Agent and the other parties thereto are parties to that certain Credit Agreement,
dated as of August 5, 2014 (as amended by that certain First Amendment to Credit Agreement and Security Agreement, dated as of
June 3, 2015, as further amended by this Second Amendment and as may hereafter be amended, amended and restated, modified, supplemented,
extended, renewed, restated or otherwise modified from time to time, the “Credit Agreement”); 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 Second 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 definition
of “Holdings” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:


 


“Holdings”
shall have the meaning assigned to such term in the preamble hereto; provided, however, that, if clause (ii)(A) of OIN Spinoff
Conditions is applicable, from and after the OIN Spinoff, the term “Holdings” instead shall refer to New Holdings.


 


2.         The definition
of “OIN Spinoff” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:


 


“OIN
Spinoff” shall mean a dividend or other distribution by Holdings to its shareholders of at least 25% of the Equity Interests
of either (x) New Holdings (to the extent that clause (ii)(A) of the definition of OIN Spinoff Conditions is applicable) or (y)
the Administrative Borrower (to the extent that clause (ii)(B) of the definition of OIN Spinoff Conditions is applicable).


 






    	 	 



     


    

 


3.         The definition
of “OIN Spinoff Conditions” appearing in Section 1.01 of the Credit Agreement is hereby restated in its entirety
as follows:


 


“OIN
Spinoff Conditions” shall mean (i) immediately before and after giving effect to the OIN Spinoff, no Default shall have
occurred and be continuing, (ii) immediately prior to the consummation of the OIN Spinoff, either (A) (I) Holdings shall have
(x) formed a new holding company that is organized under the laws of one of the states of the United States or another jurisdiction
reasonably acceptable to the Administrative Agent (“New Holdings”) and (y) contributed all of the Equity Interests
of the Administrative Borrower to New Holdings, (II) New Holdings (x) shall own 100% of the Equity Interests of the Administrative
Borrower and (y) shall have become a Guarantor hereunder and shall have pledged all of the Equity Interests of the Administrative
Borrower and all intercompany loans held by it of the Administrative Borrower or any of its Subsidiaries pursuant to the Holdings
Pledge Agreement and (III) the Administrative Agent, the Collateral Agent and the respective Loan Parties (including New Holdings)
shall have entered into such amendments to this Agreement (including an amendment and restatement hereof) and the other Loan Documents
(without the further consent of any Lender) to reflect the foregoing and to make such other technical changes to this Agreement
and the other Loan Documents in connection therewith, or (B) (I) the Administrative Borrower shall have (x) formed a new Wholly
Owned Restricted Subsidiary that is organized under the laws of the Republic of the Marshall Islands  or another jurisdiction
outside the United States that is reasonably acceptable to the Administrative Agent (“New Subsidiary HoldCo”)
and (y) contributed substantially all of the assets of the Administrative Borrower (including all of the Equity Interests held
by the Administrative Borrower in any of its Subsidiaries) and substantially all of the liabilities (excluding the Obligations)
of the Administrative Borrower (in each case, other than immaterial or non-operational assets and/or liabilities reasonably acceptable
to the Administrative Agent) to New Subsidiary HoldCo (provided that (i) the Administrative Borrower shall only be obligated
to use commercially reasonable efforts to transfer the Equity Interests issued to the Administrative Borrower by OSG Nakilat Corporation
and Tankers International LLC to New Subsidiary Holdco, in each case, to the extent that the consent of one or more third parties
is required to effect any such transfer and (ii) the Administrative Borrower shall be afforded a reasonable period of time after
the OIN Spinoff before third party cash payments shall be required to be directed to Controlled Accounts of New Subsidiary Holdco
as opposed to Controlled Accounts of the Administrative Borrower), (II) (x) the Administrative Borrower shall own 100% of the Equity
Interests of New Subsidiary HoldCo and shall have pledged all of the Equity Interests of New Subsidiary HoldCo and all intercompany
loans held by it of New Subsidiary HoldCo pursuant to the Security Documents and (y) New Subsidiary HoldCo shall have become a
Guarantor hereunder and shall have pledged all of its assets (other than Excluded Collateral) as Collateral pursuant to the Security
Documents and (III) the Administrative Agent, the Collateral Agent and the respective Loan Parties (including New Subsidiary HoldCo)
shall have entered into such amendments to this Agreement (including an amendment and restatement hereof) and the other Loan Documents
(without the further consent of any Lender) to reflect the foregoing and to make such other technical changes to this Agreement
and the other Loan Documents in connection therewith (including, without limitation, amendments (A) to reflect the holding company
status of the Administrative Borrower and restrict certain transfers of assets to, and certain fundamental changes affecting, the
Administrative Borrower, (B) to require that the Administrative Borrower at all times shall own 100% of the Equity Interests of
New Subsidiary HoldCo, (C) to include additional restrictions on fundamental changes affecting New Subsidiary Holdco, (D) to reflect
that the Administrative Borrower is a public company without a parent holding company and (E) to release Holdings from (i) the
Guarantee and Holdings’ obligations under the Credit Agreement and (ii) to the extent that Holdings no longer owns an Equity
Interest in the Administrative Borrower, the Holdings Pledge Agreement) and (iii) simultaneously with the consummation of the OIN
Spinoff, Holdings shall have (x) set aside in an escrow account established by Holdings on terms, and pursuant to arrangements,
reasonably satisfactory to the Administrative Agent cash in an aggregate amount of not less than the sum of (1) all accrued and
unpaid interest on the Existing OSG Notes through the date of the consummation of the OIN Spinoff and (2) all interest expense
that will accrue under the respective Existing OSG Notes from the date of the consummation of the OIN Spinoff through the maturity
of the respective Existing OSG Notes (it being understood and agreed that, to the extent that Holdings distributes less than 100%
of the Equity Interests in either New Holdings (to the extent that clause (ii)(A) above is applicable) or the Administrative Borrower
(to the extent that clause (ii)(B) above is applicable) to its shareholders, such escrow arrangements may not be amended, modified
or otherwise waived without the consent of the Administrative Agent) and (y) distributed at least 25% of the Equity Interests in
either New Holdings (to the extent that clause (ii)(A) above is applicable) or the Administrative Borrower (to the extent that
clause (ii)(B) above is applicable) to its shareholders; provided that, for the avoidance of doubt, if all other OIN Spinoff
Conditions are met, the Administrative Agent and the Collateral Agent shall enter into such amendments to this Agreement (including
an amendment and restatement hereof) and the other Loan Documents as contemplated above without unreasonable delay.


 






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


 


1.         the Administrative
Agent shall have received copies of signature pages to this Second 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 Second Amendment Effective Date or would occur after giving effect to this Second
Amendment and (b) both immediately before and after giving effect to this Second 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 Second Amendment Effective Date with the same effect as though made on
and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case
such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in
the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date);


 






     -3-


     


    

 


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 Second Amendment on or prior to 12:00 noon, New York City time, on July 15, 2016, a fee in an aggregate amount
equal to 0.10% of the sum of (i) the aggregate principal amount of all Term Loans of such Lender outstanding on the Second Amendment
Effective Date and (ii) the Revolving Commitment of such Lender as in effect on the Second Amendment Effective Date; and


 


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 Second 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 Second Amendment Effective Date.


 


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 Second 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 Second 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 Second Amendment shall be effective
as delivery of an original executed counterpart of this Second Amendment.


 


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


 






     -4-


     


    

 


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


 


[Remainder of page
left intentionally blank.]


 


*            *            *


 




     -5-


     


    

 


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


 


	 	OVERSEAS SHIPHOLDING GROUP, INC., as Holdings and a Guarantor
	 	 	 
	 	By: 	/s/ Ian T. Blackley
	 	Name:	 
	 	Title:	 
	 	 
	 	OSG International, Inc., as the Administrative Borrower and a Guarantor
	 	 	 
	 	By: 	/s/ Ian T. Blackley
	 	Name:	 
	 	Title:	 
	 	 
	 	OIN DELAWARE LLC, as the Co-Borrower and a Guarantor
	 	 	 
	 	By: 	/s/ Ian T. Blackley
	 	Name:	 
	 	Title:	 


 


[Signature Page to Second 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
	 	OSG CLEAN PRODUCTS INTERNATIONAL,
    INC.
	 	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:	 
	 	Title:	 


 


[Signature Page to Second 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:	 
	 	Title:	 


 


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


 




    	 	 



     


    

 


	 	LUXMAR PRODUCT TANKER CORPORATION
	 	MAREMAR PRODUCT TANKER
	 	CORPORATION
	 	MILOS PRODUCT TANKER
	 	CORPORATION
	 	MINDANAO TANKER
	 	CORPORATION
	 	PEARLMAR LIMITED
	 	PETROMAR LIMITED
	 	RICH TANKER CORPORATION
	 	RUBYMAR LIMITED
	 	SAMAR PRODUCT TANKER
	 	CORPORATION
	 	SHIRLEY AFRAMAX CORPORATION 

SILVERMAR LIMITED 

SKOPELOS PRODUCT TANKER CORPORATION
	 	STAR CHARTERING CORPORATION 

URBAN TANKER CORPORATION 

VIEW TANKER CORPORATION,
	 	each, as a Subsidiary Guarantor
	 	 
	 	By:	/s/ Ian T. Blackley
	 	Name:	 
	 	Title:	 
	 	 
	 	OSG LIGHTERING LLC,
	 	as a Subsidiary Guarantor
	 	 
	 	By:	/s/ Ian T. Blackley
	 	Name:	 
	 	Title:	 


 


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


 




    	 	 



     


    

 


	 	OSG
    SHIP MANAGEMENT (UK) LTD,
	 	as a
    Subsidiary Guarantor
	 	 
	 	By:	/s/ Ian T.
    Blackley
	 	Name:	 
	 	Title:	 
	 	 	 
	 	MAJESTIC
    TANKERS
	 	CORPORATION
	 	SEVENTH
    AFRAMAX TANKER
	 	CORPORATION,
	 	each,
    as a Subsidiary Guarantor
	 	 	 
	 	By:	/s/ David M. Siever 
	 	Name:	David M. Siever 
	 	Title:	Vice President


 


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




 






    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
If second signature line is required.


 


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


 



    	 	 



     


    

 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
If second signature line is required.


 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
    Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 







 












1
If second signature line is required.


 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
    Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
If second signature line is required.


 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


  












1
If second signature line is required.


 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	Managing Director







 












1
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Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
    Jerry D. Zinkula
	 		Jerry D. Zinkula
	 		Authorized Signatory




 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
    Jerry D. Zinkula
	 		Jerry D. Zinkula
	 		Authorized Signatory


 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    





 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 





 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    





 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    

 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 







 





 






1
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[Signature Page to Second Amendment to OIN
Credit Agreement (2016)]


 








    	 	 



     


    









 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
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[Signature Page to Second Amendment to OIN
Credit Agreement (2016)]


 



    	 	 



     


    

 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
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[Signature Page to Second Amendment to OIN
Credit Agreement (2016)]


 



    	 	 



     


    








 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 


 





 






1
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[Signature Page to Second Amendment to OIN
Credit Agreement (2016)]


 



    	 	 



     


    








 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 


 





 






1
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[Signature Page to Second Amendment to OIN
Credit Agreement (2016)]


 



    	 	 



     


    








 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 


 





 






1
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[Signature Page to Second Amendment to OIN
Credit Agreement (2016)]


 



    	 	 



     


    

 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 


 





 






1
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[Signature Page to Second Amendment to OIN
Credit Agreement (2016)]


 



    	 	 



     


    












 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
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[Signature Page to Second Amendment to OIN
Credit Agreement (2016)]


 



    	 	 



     


    




 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






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


 



    	 	 



     


    








 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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 Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 





 





 






1
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[Signature Page to Second Amendment to OIN
Credit Agreement (2016)]


 



    	 	 



     


    





 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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 Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 





 





 






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


 



    	 	 



     


    








 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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 Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 





 





 






1
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[Signature Page to Second Amendment to OIN
Credit Agreement (2016)]


 



    	 	 



     


    








 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
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[Signature Page to Second Amendment to OIN
Credit Agreement (2016)]


 



    	 	 



     


    








 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
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[Signature Page to Second Amendment to OIN
Credit Agreement (2016)]


 



    	 	 



     


    

 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    

 


	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 







    	 	 



     


    




 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    

  





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




  





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    

  





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES FINANCE LLC, AS administrative agent


 





	 	Citi Loan Funding GT 12 LLC
	 	 
	 	By: Citibank, N.A.,
	 	 
	 	By:	/s/ Jennifer Guinn
	 	Name:	Jennifer Guinn
	 	Title:	Associate Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




  





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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., as investment manager
	 	 
	 	By:	/s/
    Daniel Friedman
	 	Name:	Daniel Friedman
	 	Title:	General Counsel





 


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


 



    	 	 



     


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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/
    Brian Lanktree
	 	Name:	Brian
    Lanktree
	 	Title:	Principal
    - Head Trader,

    Glendon Capital Management L.P.





 


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


 



    	 	 



     


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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 Second Amendment to OIN
Credit Agreement (2016)]


 



    	 	 



     


    

 












	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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 Second Amendment to OIN
Credit Agreement (2016)]


 



    	 	 



     


    




  





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




  





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    

 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	Managing Director





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	Managing Director





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	Managing Director





 





 






1
If second signature line is required.


 


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


 



    	 	 



     


    




 





	 	SIGNATURE PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP, 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: 1	 





 





 






1
If second signature line is required.


 


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



 






    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:	AUTHORISED SIGNATORY
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	 







 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:	AUTHORISED SIGNATORY
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	


  












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:	AUTHORISED SIGNATORY
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:	AUTHORISED SIGNATORY
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:	AUTHORISED SIGNATORY
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Alex Guang Yu
	 	Name:	ALEX GUANG YU
	 	Title:	AUTHORISED SIGNATORY
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:	AUTHORISED SIGNATORY
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:	AUTHORISED SIGNATORY
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:	AUTHORISED SIGNATORY
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	


 












1
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Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:	AUTHORISED SIGNATORY
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	


  












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]1	 


 












1
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Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 


	 	Geveran
Investments Limited
	 	 
	 	By:	/s/
Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 


	 	Highland
Floating Rate Opportunities Fund
	 	 
	 	By:	/s/
Brian Mitts
	 	Name:	Brian Mitts
	 	Title:	Senior Fund Analyst
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 


	 	Highland
Loan Master Fund, L.P.
	 	 
	 	By: Highland
Capital Management, L.P., As Investment Manager
	 	 
	 	By:	/s/
Carter Chism
	 	Name:	Carter Chism
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












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Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 


	 	JFIN CLO
2012 LTD
	 	 
	 	By: Apex
Credit Partners LLC, as Portfolio Manager
	 	 
	 	By:	/s/
Andrew Stern
	 	Name:	Andrew Stern
	 	Title:	Managing Director



 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 


	 	JFIN CLO
2013 LTD
	 	 
	 	By: Apex
Credit Partners LLC, as Portfolio Manager
	 	 
	 	By:	/s/
Andrew Stern
	 	Name:	Andrew Stern
	 	Title:	Managing Director



 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 


	 	JFIN CLO
2014 LTD
	 	 
	 	By: Apex
Credit Partners LLC, as Portfolio Manager
	 	 
	 	By:	/s/
Andrew Stern
	 	Name:	Andrew Stern
	 	Title:	Managing Director



 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 


	 	JFIN
    REVOLVER CLO 2014 LTD.
	 	 
	 	By: Jefferies
Finance LLC, as Portfolio Manager
	 	 
	 	By:	/s/
J Paul McDonnell
	 	Name:	J Paul McDonnell
	 	Title:	Managing Director



 




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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 


  












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 


	 	JEFFERIES
LEVERAGED CREDIT PRODUCTS, LLC
	 	 
	 	By:	/s/
Paul J. Loomis
	 	Name:	Paul J. Loomis
	 	Title:	Managing Director



 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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
	 	 
	 	By:	/s/
Sheila Finnerty
	 	Name:	Sheila Finnerty
	 	Title:	Senior Vice President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Michael Apfel
	 	Name:	Michael Apfel
	 	Title:	Managing Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
    Michael Apfel
	 	Name:	Michael Apfel
	 	Title:	Managing Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
    Michael Apfel
	 	Name:	Michael Apfel
	 	Title:	Managing Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
    Michael Apfel
	 	Name:	Michael Apfel
	 	Title:	Managing Director
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 


	 	NewMark
Capital Funding 2013-1 CLO Ltd.
	 	 
	 	By: NewMark
Capital LLC, its Collateral Manager
	 	 
	 	By:	/s/
Mark Gold
	 	Name:	Mark Gold
	 	Title:	CEO
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 


	 	NewMark
Capital Funding 2014-2 CLO Ltd
	 	 
	 	By: NewMark
Capital LLC, its Collateral Manager
	 	 
	 	By:	/s/
Mark Gold
	 	Name:	Mark Gold
	 	Title:	CEO
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
    Desmund Shirazi 
	 	Name:	Desmund Shirazi
	 	Title: 1	Managing Director







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
    Desmund Shirazi 
	 	Name:	Desmund Shirazi
	 	Title: 1	Managing Director


 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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



 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Jeffrey Smith
	 	Name:	Jeffrey Smith
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title: 1	 







 












1
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[Signature
Page to Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    




  


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    




  


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 





 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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, its Investment Manager
	 	 	 
	 	By:	/s/ Ruben
Kliksberg
	 	Name:	Ruben Kliksberg




	 	Title:	Authorized
    Signatory
	 	 	 
	 	[By:	 
	 	Name:	 
	 	Title:]    1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 


  












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 





	 	Solus
    Senior High Income Fund LP
	 	 	 
	 	By:	Solus
    Alternative Asset Management LP Its Investment Advisor
	 	 	 
	 	By:	/s/
    Christopher Pucillo
	 	Name:	Christopher
    Pucillo
	 	Title:	President
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 





	 	The
    Western and Southern Life Insurance Company
	 	 	 
	 	By:	GoldenTree
    Asset Management, LP
	 	 	 
	 	By:	/s/
    Karen Weber
	 	Name:	Karen
    Weber
	 	Title:	Authorized
    Signatory
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:
    1	 




 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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
    Advantage Bond Fund, as a lender,
	 	 
	 	By:
    Invesco Canada Ltd, in its capacity as manager of Trimark Advantage Bond Fund
	 	 
	 	By:	/s/
    Isam Walji
	 	Name:
    	Isam
    Walji
	 	Title:
    	Vice
    President




 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 





	 	Trimark
    Floating Rate Income Fund, as a lender,
	 	 
	 	By:
    Invesco Canada Ltd, in its capacity as manager of Trimark Floating Rate Income Fund
	 	 
	 	By:	/s/
    Isam Walji
	 	Name:
    	Isam
    Walji
	 	Title:
    	Vice
    President


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    INC., OSG INTERNATIONAL, INC., OIN DELAWARE LLC, THE OTHER LOAN PARTIES PARTY THERETO, the Lenders party thereto AND JEFFERIES
    FINANCE LLC, AS administrative agent


 





	 	Trimark
    Global High Yield Bond Fund, as a lender,
	 	 
	 	By:
    Invesco Canada Ltd, in its capacity as manager of Trimark Global High Yield Bond Fund
	 	 
	 	By:	/s/
    Isam Walji
	 	Name:
    	Isam
    Walji
	 	Title:
    	Vice
    President


 


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


 



    	 	 



     


    



 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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/
Craig Pearson
	 	Name:	Craig Pearson
	 	Title:	Associate Director
	 	 	 
	 	By:	/s/ Denise Bushee
	 	Name:	Denise Bushee
	 	Title: 	Associate Director




 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	Managing Director







 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


  












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


  












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


  












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 







 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 


 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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: 1	 







 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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:
    1	 







 












1
If second signature line is required.


 


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


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    

 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    






 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]


 



    	 	 



     


    

 


	 	SIGNATURE
    PAGE TO THE SECOND AMENDMENT TO CREDIT AGREEMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, AMONG OVERSEAS SHIPHOLDING GROUP,
    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 Second Amendment to OIN Credit Agreement (2016)]