Second Amendment, dated as of June 14, 2018, to the Credit Agreement dated as of June 22, 2017, among the Registrant, OIN Delaware LLC, International Seaways Operating Corporation and certain of its subsidiaries as other guarantors, various lenders, Jefferies Finance LLC and JP Morgan Chase Bank, N.A., as joint lead arrangers, UBS Securities LLC, as joint bookrunner, DNB Markets Inc., Fearnley Securities AS, Pareto Securities Inc. and Skandinaviska Enskilda Banken AB (Publ) as co-managers, Jefferies Finance LLC, as administrative agent, syndication agent, collateral agent and mortgage trustee
Exhibit 10.5
Execution Version
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT to the Credit Agreement referred to below, dated as of June 14, 2018 (this “Second Amendment”), by and among International Seaways, Inc., a Marshall Islands corporation (“Holdings”), International Seaways Operating Corporation, 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 Guarantors (as defined in the Credit Agreement referred to below) party hereto, the Lenders (as defined in the Credit Agreement referred to below) party hereto, and Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used herein but not otherwise defined in this Second Amendment have the same meanings as specified in the Credit Agreement referenced below, as amended by this Second Amendment.
RECITALS
WHEREAS, the Borrowers, Holdings, the other Guarantors from time to time party thereto, the several Lenders from time to time party thereto, the Administrative Agent and the other parties thereto have entered into that certain Credit Agreement, dated as of June 22, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, including pursuant to that certain First Amendment to Credit Agreement, dated as of July 24, 2017, the “Credit Agreement”); and
WHEREAS, the Borrowers, Holdings, the other Guarantors, each Lender party hereto and the Administrative Agent have agreed to amend the Credit Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the Second Amendment Effective Date, and subject to the satisfaction of the conditions precedent set forth in Section 3 below, hereby amended by (i) deleting the stricken text (indicated textually in the same manner as the following example: stricken text), and (ii) adding the double underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the amended Credit Agreement attached hereto as Exhibit A.
SECTION 2. Representations and Warranties. In order to induce the Lenders party hereto to enter into this Second Amendment and to amend the Credit Agreement in the manner provided herein, each Loan Party hereby represents and warrants that:
(a) the representations and warranties set forth in Article III of the Credit Agreement and in each 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).
(b) both before and after giving effect to this Second Amendment, no Default or Event of Default shall have occurred and be continuing; and
(c) this Second Amendment has been duly authorized, executed and delivered by each Loan Party party hereto and each of this Second Amendment and the Credit Agreement, as amended hereby, constitutes a legal, valid and binding obligation, enforceable against each Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
SECTION 3. Conditions of Effectiveness. The effectiveness of this Second Amendment (including the amendments contained in Section 1 hereof) are subject to the satisfaction of the following conditions (the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”):
(a) this Second Amendment shall have been duly executed by the Borrowers, Holdings, each other Guarantor, the Lenders constituting the Required Lenders (calculated immediately prior to the making of the Second Amendment Prepayment described below) and the Administrative Agent (which may include a copy transmitted by facsimile or PDF or other electronic method), and delivered to the Administrative Agent;
(b) (i) prior to the Second Amendment Effective Date the Borrowers shall have made a Discounted Prepayment Offer to prepay (the “Second Amendment Prepayment Offer” and the principal amount of such Second Amendment Prepayment Offer being the “Second Amendment Prepayment Offer Amount”) Term Loans in an aggregate principal amount of not less than $60,000,000 in connection with the effectiveness of this Second Amendment in accordance with Section 2.22 of the Credit Agreement (as amended hereby), together with a premium equal to 1.00% of the aggregate principal amount of Terms Loan so prepaid (the “Second Amendment Prepayment Premium”), and shall have specified a settlement date for such Second Amendment Prepayment Offer of not later than the Second Amendment Effective Date and (ii) on or prior to the Second Amendment Effective Date, the Borrowers shall have settled the Second Amendment Prepayment Offer in accordance with Section 2.22 of the Credit Agreement (as amended hereby) and prepaid (or shall prepay substantially concurrently with the effectiveness of this Second Amendment) at an amount not less than the principal amount of Term Loans of all Lenders accepting such Second Amendment Prepayment Offer in an aggregate principal amount not exceeding the Second Amendment Prepayment Offer Amount (such settlement and prepayment, the “Second Amendment Prepayment”), the Second Amendment Prepayment Premium on such prepaid Term Loans and all accrued and unpaid interest, if any, on such prepaid Term Loans up to the settlement date of such prepayment, which Second Amendment Prepayment and the payment of such Second Amendment Prepayment Premium and of accrued and unpaid interest relating thereto may be funded with the cash proceeds of the Permitted Holdings Unsecured Second Amendment Debt;
(c) the Borrowers shall have paid (or shall pay substantially concurrently with the effectiveness of this Second Amendment), by wire transfer of immediately available funds, to the Administrative Agent, for the benefit of each Lender that executes a counterpart hereof and delivers a copy of same to the Administrative Agent by no later than 12:00 noon, New York City time, on May 9, 2018, a consent fee in an amount equal to 1.00% of the aggregate principal amount of all Term Loans held by each such Lender on the Second Amendment Effective Date (but, for this purpose, calculated immediately after giving effect to the Second Amendment Prepayment (to the extent accepted by the respective Lenders) that is to occur substantially concurrently with the occurrence of the Second Amendment Effective Date), it being understood and agreed that the consent fee described in this clause (c) shall only be payable if the Second Amendment Effective Date occurs;
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(d) the Borrowers shall have paid all other costs, fees, expenses and other amounts due and payable pursuant to the Loan Documents and any other fee due and payable to the Administrative Agent or any affiliate thereof as may have been separately agreed to by the Borrowers and the Administrative Agent or such affiliate in connection with this Second Amendment, including the reasonable fees and expenses of White & Case LLP;
(e) the Administrative Agent and the Mortgage Trustee shall have received, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Mortgage Trustee, an amendment to each Collateral Vessel Mortgage duly executed by the owner of the relevant Collateral Vessel giving effect to this Second Amendment, and evidence that such amendment has been duly recorded in accordance with the laws of the Applicable Flag Jurisdiction;
(f) (i) all representations and warranties set forth in Section 2 of this Second Amendment 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), (ii) no Default shall have occurred and be continuing or would occur after giving effect to this Second Amendment, and (iii) the Administrative Agent shall have received an Officer’s Certificate of the Administrative Borrower, dated the Second Amendment Effective Date, certifying compliance with the preceding clauses (i) and (ii);
(g) Holdings shall have incurred or issued at least $50,000,000 in Permitted Holdings Unsecured Second Amendment Debt and shall have contributed the Net Cash Proceeds from the first $50,000,000 of such incurrence or issuance to the Administrative Borrower as a cash common equity contribution; and
(h) simultaneously with the effectiveness of this Second Amendment, the supplemental agreement to the Sinosure Agreement and the related amending and restating deed, in each case necessary to permit the SPV VLCC Transactions, shall be effective.
SECTION 4. Effects on Loan Documents.
(a) Except as specifically amended herein or contemplated hereby, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.
(b) The execution, delivery and effectiveness of this Second Amendment shall not operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or any Agent under the Loan Documents.
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(c) (i) Each Loan Party acknowledges and agrees that, on and after the Second Amendment Effective Date, this Second Amendment shall constitute a Loan Document for all purposes of the Credit Agreement (as amended by this Second Amendment) and (ii) each Loan Party hereby (A) agrees that all Obligations shall be guaranteed pursuant to the Guarantees in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, and that, notwithstanding the effectiveness of this Second Amendment, on and after the Second Amendment Effective Date, the Guarantees and the Liens created pursuant to the Security Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Second Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendment.
(d) On and after the Second Amendment Effective Date, each reference in the Credit Agreement (as amended by this Second Amendment) to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Second Amendment, and this Second Amendment and the Credit Agreement as amended by this Second Amendment shall be read together and construed as a single instrument.
(e) Nothing herein shall be deemed to entitle the Borrowers, Holdings nor the other Guarantors to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement as amended by this Second Amendment or any other Loan Document in similar or different circumstances.
SECTION 5. Expense Reimbursement and Indemnification. Each Borrower hereby confirms that the expense reimbursement and indemnification provisions set forth in Section 11.03 of the Credit Agreement as amended by this Second Amendment shall apply to this Second Amendment and the transactions contemplated hereby.
SECTION 6. Amendments; Severability.
(a) This Second Amendment, (i) prior to the Second Amendment Effective Date, may not be amended except by an instrument in writing signed by the Loan Parties, the Administrative Agent and the Lenders and (ii) after the Second Amendment Effective Date, may not be amended nor may any provision hereof be waived except in accordance with the provisions of Section 11.02 of the Credit Agreement.
(b) To the extent any provision of this Second Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Second Amendment in any jurisdiction.
SECTION 7. Governing Law; Waiver of Jury Trial; Jurisdiction. THIS SECOND AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SECOND AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 11.09(b), 11.09(c), 11.09(d) and 11.10 of the Credit Agreement as amended by this Second Amendment are incorporated herein by reference, mutatis mutandis.
SECTION 8. Headings. Section headings in Second Amendment are included herein for convenience of reference only, are not part of this Second Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Second Amendment.
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SECTION 9. Counterparts. This Second Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF or other electronic means shall have the same force and effect as manual signatures delivered in person.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.
| HOLDINGS: | ||
| INTERNATIONAL SEAWAYS, INC. | ||
| By: | /s/ Lois K. Zabrocky | |
| Name: Lois K. Zabrocky | ||
| Title: President and Chief Executive Officer | ||
| BORROWERS: | ||
| INTERNATIONAL SEAWAYS OPERATING CORPORATION | ||
| By: | /s/ Lois K. Zabrocky | |
| Name: Lois K. Zabrocky | ||
| Title: President | ||
| OIN DELAWARE LLC | ||
| By: | /s/ Lois K. Zabrocky | |
| Name: Lois K. Zabrocky | ||
| Title: Manager | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| GUARANTORS: | ||
| 1372 TANKER CORPORATION | ||
| AFRICA TANKER CORPORATION | ||
| ALCESMAR LIMITED | ||
| ALCMAR LIMITED | ||
| AMALIA PRODUCT CORPORATION | ||
| AMBERMAR PRODUCT CARRIER CORPORATION | ||
| ANDROMAR LIMITED | ||
| ANTIGMAR LIMITED | ||
| ARIADMAR LIMITED | ||
| ATALMAR LIMITED | ||
| ATHENS PRODUCT TANKER CORPORATION | ||
| AURORA SHIPPING CORPORATION | ||
| BATANGAS TANKER CORPORATION | ||
| CABO HELLAS LIMITED | ||
| CABO SOUNION LIMITED | ||
| CARIBBEAN TANKER CORPORATION | ||
| CARL PRODUCT CORPORATION | ||
| CONCEPT TANKER CORPORATION | ||
| DELTA AFRAMAX CORPORATION | ||
| EIGHTH AFRAMAX TANKER | ||
| CORPORATION | ||
| EPSILON AFRAMAX CORPORATION, | ||
| FIRST UNION TANKER CORPORATION | ||
| FRONT PRESIDENT INC. | ||
| GOLDMAR LIMITED | ||
| HATTERAS TANKER CORPORATION | ||
| JADEMAR LIMITED | ||
| KATSURA TANKER CORPORATION | ||
| KIMOLOS TANKER CORPORATION | ||
| KYTHNOS CHARTERING CORPORATION | ||
| LEYTE PRODUCT TANKER CORPORATION | ||
| LUXMAR PRODUCT TANKER CORPORATION | ||
| MAJESTIC TANKERS CORPORATION | ||
| MAPLE TANKER CORPORATION | ||
| MAREMAR PRODUCT TANKER CORPORATION | ||
| MILOS PRODUCT TANKER CORPORATION | ||
| MINDANAO TANKER CORPORATION | ||
| By: | /s/ Lois K. Zabrocky | |
| Name: Lois K. Zabrocky | ||
| Title: President | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| MONTAUK TANKER CORPORATION | ||
| OAK TANKER CORPORATION | ||
| OCEANIA TANKER CORPORATION | ||
| OIN CHARTERING, INC. | ||
| OSG CLEAN PRODUCTS INTERNATIONAL, INC. | ||
| OVERSEAS SHIPPING (GR) LTD. | ||
| PEARLMAR LIMITED | ||
| PETROMAR LIMITED | ||
| REYMAR LIMITED | ||
| RICH TANKER CORPORATION | ||
| ROSALYN TANKER CORPORATION | ||
| ROSEMAR LIMITED | ||
| RUBYMAR LIMITED | ||
| SAKURA TRANSPORT CORP. | ||
| SAMAR PRODUCT TANKER CORPORATION | ||
| SERIFOS TANKER CORPORATION | ||
| SEVENTH AFRAMAX TANKER CORPORATION | ||
| SHIRLEY AFRAMAX CORPORATION | ||
| SIFNOS TANKER CORPORATION | ||
| SILVERMAR LIMITED | ||
| SIXTH AFRAMAX TANKER CORPORATION | ||
| SKOPELOS PRODUCT TANKER CORPORATION | ||
| STAR CHARTERING CORPORATION | ||
| THIRD UNITED SHIPPING CORPORATION | ||
| TOKYO TRANSPORT CORP. | ||
| URBAN TANKER CORPORATION | ||
| VIEW TANKER CORPORATION | ||
| By: | /s/ Lois K. Zabrocky | |
| Name: Lois K. Zabrocky | ||
| Title: President | ||
| INTERNATIONAL SEAWAYS SHIP MANAGEMENT LLC | ||
| By: | /s/ Lois K. Zabrocky | |
| Name: Lois K. Zabrocky | ||
| Title: President, Chief Executive Officer and Manager | ||
| LIGHTERING LLC | ||
| By: | /s/ Lois K. Zabrocky | |
| Name: Lois K. Zabrocky | ||
| Title: Senior Vice President and Manager | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| OSG SHIP MANAGEMENT (UK) LTD. | ||
| By: | /s/ Lois K. Zabrocky | |
| Name: Lois K. Zabrocky | ||
| Title: Director | ||
| JEFFERIES FINANCE LLC, as Administrative Agent and as a Lender | ||
| By: | /s/ J.R. Young | |
| Name: J.R. Young | ||
| Title: Senior Vice President | ||
| APEX CREDIT CLO 2018 LTD., as Lender | |||
| By: | /s/ Andrew Stern | ||
| Name: | Andrew Stern | ||
| Title: | Managing Director | ||
| APEX CREDIT CLO 2015-II LTD., as Lender | |||
| By: Apex Credit Partners, its Asset Manager | |||
| By: | /s/ Andrew Stern | ||
| Name: | Andrew Stern | ||
| Title: | Managing Director | ||
| APEX CREDIT CLO 2016 LTD., as Lender | |||
| By: | Apex Credit Partners, its Asset Manager | ||
| By: | /s/ Andrew Stern | ||
| Name: | Andrew Stern | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| APEX CREDIT CLO 2017 LTD., as Lender | |||
| By: Apex Credit Partners, its Asset Manager | |||
| By: | /s/ Andrew Stern | ||
| Name: | Andrew Stern | ||
| Title: | Managing Director | ||
| APEX CREDIT CLO 2017-II LTD., as Lender | |||
| By: | Credit Partners LLC | ||
| By: | /s/ Andrew Stern | ||
| Name: | Andrew Stern | ||
| Title: | Managing Director | ||
| ATRIUM IX, as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| ATRIUM VIII, as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| ATRIUM XI, as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| ATRIUM XII, as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| ATRIUM XIII, as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| BENEFIT STRET PARTNERS CLO II, LTD., as Lender | |||
| By: | /s/ Todd Marsh | ||
| Name: | Todd Marsh | ||
| Title: | Authorized Signer | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| BENEFIT STRET PARTNERS CLO V, LTD., as Lender | |||
| By: | /s/ Todd Marsh | ||
| Name: | Todd Marsh | ||
| Title: | Authorized Signer | ||
| BENEFIT STRET PARTNERS CLO VI, LTD., as Lender | |||
| By: | /s/ Todd Marsh | ||
| Name: | Todd Marsh | ||
| Title: | Authorized Signer | ||
| BENEFIT STRET PARTNERS CLO VII, LTD., as Lender | |||
| By: | /s/ Todd Marsh | ||
| Name: | Todd Marsh | ||
| Title: | Authorized Signer | ||
| BENEFIT STRET PARTNERS CLO VIII, LTD., as Lender | |||
| By: | /s/ Todd Marsh | ||
| Name: | Todd Marsh | ||
| Title: | Authorized Signer | ||
| BENEFIT STRET PARTNERS CLO X, LTD., as Lender | |||
| By: | /s/ Todd Marsh | ||
| Name: | Todd Marsh | ||
| Title: | Authorized Signer | ||
| BENEFIT STRET PARTNERS CLO XI, LTD., as Lender | |||
| By: | /s/ Todd Marsh | ||
| Name: | Todd Marsh | ||
| Title: | Authorized Signer | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| BENEFIT STRET PARTNERS CLO XIV, LTD., as Lender | |||
| By: | /s/ Todd Marsh | ||
| Name: | Todd Marsh | ||
| Title: | Authorized Signer | ||
| BLACK DIAMOND CLO 2013-1 LTD., as Lender | |||
| By: | Black Diamond CLO 2013-1 Adviser, L.L.C. as its Collateral Manager | ||
| By: | /s/ Stephen H. Deckoff | ||
| Name: | Stephen H. Deckoff | ||
| Title: | Managing Principal | ||
| BLACK DIAMOND CLO 2014-1 LTD., as Lender | |||
| By: | Black Diamond CLO 2014-1 Adviser, L.L.C. as its Collateral Manager | ||
| By: | /s/ Stephen H. Deckoff | ||
| Name: | Stephen H. Deckoff | ||
| Title: | Managing Principal | ||
| BLACK DIAMOND CLO 2015-1 DESIGNATED ACTIVITY COMPANY, as Lender | |||
| By: | Black Diamond CLO 2015-1 Adviser, L.L.C. as its Collateral Manager | ||
| By: | /s/ Stephen H. Deckoff | ||
| Name: | Stephen H. Deckoff | ||
| Title: | Managing Principal | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| BLACK DIAMOND CLO 2016-1 LTD., as Lender | |||
| By: | Black Diamond CLO 2016-1 Adviser, L.L.C. as its Collateral Manager | ||
| By: | /s/ Stephen H. Deckoff | ||
| Name: | Stephen H. Deckoff | ||
| Title: | Managing Principal | ||
| BLACK DIAMOND CLO 2017-1 LTD., as Lender | |||
| By: | Black Diamond CLO 2017-1 Adviser, L.L.C. as its Collateral Manager | ||
| By: | /s/ Stephen H. Deckoff | ||
| Name: | Stephen H. Deckoff | ||
| Title: | Managing Principal | ||
| BLACK DIAMOND CLO 2017-2 DESIGNATED ACTIVITY COMPANY, as Lender | |||
| By: | Black Diamond CLO 2017-2 Adviser, L.L.C. as its Collateral Manager | ||
| By: | /s/ Stephen H. Deckoff | ||
| Name: | Stephen H. Deckoff | ||
| Title: | Managing Principal | ||
| BLUE CROSS OF IDAHO HEALTH SERVICE, INC., as Lender | |||
| By: | Seix Investment Advisors LLC, as Investment Manager | ||
| By: | /s/ George Goudelias | ||
| Name: | George Goudelias | ||
| Title: | Managing Principal | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as investment manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Principal | ||
| CANYON CAPITAL CLO 2012-1, LTD., as Lender | |||
| BY: | Canyon Capital Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | ||
| Name: | Jonathan M. Kaplan | ||
| Title: | Authorized Signatory | ||
| CANYON CAPITAL CLO 2014-1, LTD., as Lender | |||
| BY: | Canyon Capital Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | ||
| Name: | Jonathan M. Kaplan | ||
| Title: | Authorized Signatory | ||
| CANYON CAPITAL CLO 2014-2, LTD., as Lender | |||
| By: | Canyon Capital Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | ||
| Name: | Jonathan M. Kaplan | ||
| Title: | Authorized Signatory | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| CANYON CAPITAL CLO 2015-1, LTD., as Lender | |||
| By: | Canyon Capital Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | ||
| Name: | Jonathan M. Kaplan | ||
| Title: | Authorized Signatory | ||
| CANYON CAPITAL CLO 2016-1, LTD., as Lender | |||
| By: | Canyon CLO Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | ||
| Name: | Jonathan M. Kaplan | ||
| Title: | Authorized Signatory | ||
| CANYON CAPITAL CLO 2016-2, LTD., as Lender | |||
| By: | Canyon CLO Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | ||
| Name: | Jonathan M. Kaplan | ||
| Title: | Authorized Signatory | ||
| CANYON CAPITAL CLO 2017-1, LTD., as Lender | |||
| By: | Canyon CLO Advisors LLC, its Collateral Manager | ||
| By: | /s/ Jonathan M. Kaplan | ||
| Name: | Jonathan M. Kaplan | ||
| Title: | Authorized Signatory | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| CITI LOAN FUNDING BR 534 LLC, as Lender | |||
| By: | Citibank, N.A. | ||
| By: | /s/ Cynthia Gonzalvo | ||
| Name: | Cynthia Gonzalvo | ||
| Title: | Associate Director | ||
| CITI LOAN FUNDING BR MUST LLC, as Lender | |||
| By: | Citibank, N.A. | ||
| By: | /s/ Cynthia Gonzalvo | ||
| Name: | Cynthia Gonzalvo | ||
| Title: | Associate Director | ||
| BCA LOAN FUNDING LLC, as Lender | |||
| By: | Citibank, N.A. | ||
| By: | /s/ Cynthia Gonzalvo | ||
| Name: | Cynthia Gonzalvo | ||
| Title: | Associate Director | ||
| CITY NATIONAL ROCHDALE FIXED INCOME OPPORTUNITIES FUND, as Lender | |||
| By: | Seix Investment Advisors LLC, as Subadviser | ||
| By: | /s/ George Goudelias | ||
| Name: | George Goudelias | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| CORBIN OPPORTUNITY FUNDS, L.P., as Lender | |||
| By: | Corbin Capital Partner, L.P., its investment manager | ||
| By: | /s/ Daniel Friedman | ||
| Name: | Daniel Friedman | ||
| Title: | General Counsel | ||
| GLENDON OPPORTUNITIES FUND, LP, as Lender | |||
| By: | /s/ Brian Lanktree | ||
| Name: | Brian Lanktree | ||
| Title: | Principal & Head Trader, Glendon Capital Management, LP | ||
| ALTAIR GLOBAL CREDIT OPPORTUNITIES FUND (A), LLC, as Lender | |||
| By: | /s/ Brian Lanktree | ||
| Name: | Brian Lanktree | ||
| Title: | Principal & Head Trader, Glendon Capital Management, LP | ||
| CORNELL UNIVERSITY, as Lender | |||
| By: | /s/ Brian Lanktree | ||
| Name: | Brian Lanktree | ||
| Title: | Principal & Head Trader, Glendon Capital Management, LP | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| CREDIT SUISSE FLOATING RATE TRUST, as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as its Investment Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| CREDIT SUISSE STRATEGIC INCOME FUND, as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as its Investment Advisor | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| CVP CASCADE CLO-1 LTD., as Lender | |||
| By: | CVP CLO Manager, LLC as Investment Manager | ||
| By: | /s/ Joseph Matteo | ||
| Name: | Joseph Matteo | ||
| Title: | Portfolio Manager | ||
| CVP CASCADE CLO-2 LTD., as Lender | |||
| By: | CVP CLO Manager, LLC as Investment Manager | ||
| By: | /s/ Joseph Matteo | ||
| Name: | Joseph Matteo | ||
| Title: | Portfolio Manager | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| CVP CLO 2017-1 LTD., as Lender | |||
| By: | CVP CLO Advisors, LLC as Investment Manager | ||
| By: | /s/ Joseph Matteo | ||
| Name: | Joseph Matteo | ||
| Title: | Partner | ||
| CVP CLO 2017-2 LTD., as Lender | |||
| By: | CVP CLO Advisors, LLC as Investment Manager | ||
| By: | /s/ Joseph Matteo | ||
| Name: | Joseph Matteo | ||
| Title: | Partner | ||
| DOLLAR SENIOR LOAN FUND, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Investment Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| ELLINGTON CLO management LLC ON BEHALF OF: ELLINGTON CLO I, LTD. ELLINGTON CLO II, LTD. ELLINGTON CLO III, LTD., as Lender | |||
| By: | /s/ Mark Heron | ||
| Name: | Mark Heron | ||
| Title: | Portfolio Manager | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| ERIE INDEMNITY COMPANY, as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Investment Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| ERIE INSURANCE EXCHANGE, as Lender | |||
| By: | Credit Suisse Asset Management, LLC., as its Investment Manager For Erie Indemnity Company, as Attorney-In-Fact For Erie Insurance Exchange | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND, as Lender | |||
| By: | /s/ Colm Hogan | ||
| Name: | Colm Hogan | ||
| Title: | Authorized Signatory | ||
| ADVANCED SERIES TRUST-AST FI PYRAMIS QUANTITATIVE PORTFOLIO, FIAM LLC, | |||
| By: | FIAM LLC as Investment Manager, as Lender | ||
| By: | /s/ Daniel Campbell | ||
| Name: | Daniel Campbell | ||
| Title: | VP | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| FIDELITY FLOATING RATE HIGH INCOME INVESTMENT TRUST, | |||
| By: | For Fidelity Investments Canada ULC as Trustee Of Fidelity Floating Rate High Income Investment Trust, as Lender
| ||
| By: | /s/ Colm Hogan | ||
| Name: | Colm Hogan | ||
| Title: | Authorized Signatory | ||
| FIDELITY FLOATING RATE HIGH INCOME FUND | |||
| By: | For Fidelity Investments Canada ULC as Trustee Of Fidelity Floating Rate High Income Fund, as Lender
| ||
| By: | /s/ Colm Hogan | ||
| Name: | Colm Hogan | ||
| Title: | Authorized Signatory | ||
| FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY FLOATING RATE CENTRAL FUND, as Lender | |||
| By: | /s/ Colm Hogan | ||
| Name: | Colm Hogan | ||
| Title: | Authorized Signatory | ||
| FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY HIGH INCOME CENTRAL FUND 2,
| |||
| By: | /s/ Colm Hogan | ||
| Name: | Colm Hogan | ||
| Title: | Authorized Signatory | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| FIAM FLOATING RATE HIGH INCOME COMMINGLED POOL | |||
| By: | Fidelity Institutional Asset Management Trust Company, as Lender | ||
| By: | /s/ Colm Hogan | ||
| Name: | Colm Hogan | ||
| Title: | Authorized Signatory | ||
| FIAM LEVERAGED LOAN, LP | |||
| By: | FIAM LLC as Investment Manager, as Lender | ||
| By: | /s/ Daniel Campbell | ||
| Name: | Daniel Campbell | ||
| Title: | VP | ||
| FIDELITY SUMMER STREET TRUST: FIDELITY SERIES FLOATING RATE HIGH INCOME FUND, as Lender | |||
| By: | /s/ Colm Hogan | ||
| Name: | Colm Hogan | ||
| Title: | Authorized Signatory | ||
| FIDELITY SUMMER STREET TRUST: FIDELITY SERIES HIGH INCOME FUND, as Lender | |||
| By: | /s/ Colm Hogan | ||
| Name: | Colm Hogan | ||
| Title: | Authorized Signatory | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| FIDELITY SUMMER STREET TRUST: FIDELITY HIGH INCOME FUND, as Lender | |||
| By: | /s/ Colm Hogan | ||
| Name: | Colm Hogan | ||
| Title: | Authorized Signatory | ||
| FIDELITY INCOME FUND: FIDELITY TOTAL BOND FUND, as Lender | |||
| By: | /s/ Colm Hogan | ||
| Name: | Colm Hogan | ||
| Title: | Authorized Signatory | ||
| FIDELITY QUALIFYING INVESTOR FUNDS PLC | |||
| By: | FIAM LLC as Sub Advisor, as Lender | ||
| By: | /s/ Daniel Campbell | ||
| Name: | Daniel Campbell | ||
| Title: | VP | ||
| VARIABLE INSURANCE PRODUCTS FUND: FLOATING RATE HIGH INCOME PORTFOLIO, as Lender | |||
| By: | /s/ Colm Hogan | ||
| Name: | Colm Hogan | ||
| Title: | Authorized Signatory | ||
| FIGUEROA CLO 2013-2, LTD, as Lender | |||
| By: | TCW Asset Management Company as Investment Manager | ||
| By: | /s/ Nora Olan | ||
| Name: | Nora Olan | ||
| Title: | Senior Vice President | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| If Second Signature is Required: | |||
| By: | /s/ Ryan Gable | ||
| Name: | Ryan Gable | ||
| Title: | Senior Vice President | ||
| FIGUEROA CLO 2014-1, LTD, as Lender | |||
| By: | TCW Asset Management Company as Investment Manager | ||
| By: | /s/ Nora Olan | ||
| Name: | Nora Olan | ||
| Title: | Senior Vice President | ||
| If Second Signature is Required: | |||
| By: | /s/ Ryan Gable | ||
| Name: | Ryan Gable | ||
| Title: | Senior Vice President | ||
| FLATIRON FUNDING II, LLC, as Lender | |||
| By: | /s/ Gregg Bresner | ||
| Name: | Gregg Bresner | ||
| Title: | President and CIO | ||
| NEBRASKA INVESTMENT COUNCIL, as Lender | |||
| By: | /s/ Hague Van Dillen | ||
| Name: | Hague Van Dillen | ||
| Title: | Authorized Signer | ||
| KANSAS PUBLIC EMPLOYEES RETIRMENT SYSTEM, as Lender | |||
| By: | /s/ Hague Van Dillen | ||
| Name: | Hague Van Dillen | ||
| Title: | Authorized Signer | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| FRANKLIN TEMPLETPN SERIES II FUNDS - FRANKLIN FLOATING RATE II FUND, as Lender | |||
| By: | /s/ Madeline Lam | ||
| Name: | Madeline Lam | ||
| Title: | Vice President | ||
| FRANKLIN FLOATING RATE MASTER TRUST - FRANKLIN FLOATING RATE MASTER SERIES, as Lender | |||
| By: | /s/ Madeline Lam | ||
| Name: | Madeline Lam | ||
| Title: | Vice President | ||
| FRANKLIN INVESTORS SECURITIES TRUST - FRANKLIN FLOATING RATE DAILY ACCESS FUND, as Lender | |||
| By: | /s/ Madeline Lam | ||
| Name: | Madeline Lam | ||
| Title: | Vice President | ||
| COMMONWEALTH FIXED INTEREST FUND 17, as Lender | |||
| By: | /s/ Hague Van Dillen | ||
| Name: | Hague Van Dillen | ||
| Title: | Authorized Signer | ||
| FRANKLIN FLOATING RATE MASTER TRUST - FRANKLIN LOWER TIER FLOATING RATE FUND, as Lender | |||
| By: | /s/ Hague Van Dillen | ||
| Name: | Hague Van Dillen | ||
| Title: | Authorized Signer | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| FRANKLIN STRATEGIC SERIES-FRANKLIN STRATEGIC INCOME FUND, as Lender | |||
| By: | /s/ Hague Van Dillen | ||
| Name: | Hague Van Dillen | ||
| Title: | Authorized Signer | ||
| FRANKLIN STRATEGIC INCOME FUND (CANADA), as Lender | |||
| By: | /s/ Hague Van Dillen | ||
| Name: | Hague Van Dillen | ||
| Title: | Authorized Signer | ||
| FRANKLIN TEMPLETON VARIABLE INSURANCE TRUST-FRANKLIN STRATEGIC INCOME VIP FUND, as Lender | |||
| By: | /s/ Hague Van Dillen | ||
| Name: | Hague Van Dillen | ||
| Title: | Authorized Signer | ||
| FRANKLIN INVESTORS SECURITIES TRUST-FRANKLIN LOW DURATION TOTAL RETURN FUND, as Lender | |||
| By: | /s/ Hague Van Dillen | ||
| Name: | Hague Van Dillen | ||
| Title: | Authorized Signer | ||
| government of guam retirement fund, as Lender | |||
| By: | /s/ Sue Park | ||
| Name: | Sue Park | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| GRAHAM MACRO STRATEGIC LTD, as Lender | |||
| By: | /s/ Paul Sedlack | ||
| Name: | Paul Sedlack | ||
| Title: | COO, Graham Capital Management, L.P. as Sole Director | ||
| HOTCHKIS AND WILEY CAPITAL INCOME FUND, as Lender | |||
| By: | /s/ Sue Park | ||
| Name: | Sue Park | ||
| Title: | Managing Director | ||
| HOTCHKIS AND WILEY HIGH YIELD FUND FUND, as Lender | |||
| By: | /s/ Sue Park | ||
| Name: | Sue Park | ||
| Title: | Managing Director | ||
| JFIN CLO 2014-II LTD., as Lender | |||
| By: | Apex Credit Partners LLC, as Portfolio Manager | ||
| By: | /s/ Andrew Stern | ||
| Name: | Andrew Stern | ||
| Title: | Managing Director | ||
| JFIN CLO 2015 LTD., as Lender | |||
| By: | Apex Credit Partners LLC, as Portfolio Manager | ||
| By: | /s/ Andrew Stern | ||
| Name: | Andrew Stern | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| JFIN CLO 2014-LTD, as Lender | |||
| By: | Apex Credit Partners LLC, as Portfolio Manager | ||
| By: | /s/ Andrew Stern | ||
| Name: | Andrew Stern | ||
| Title: | Managing Director | ||
| OZLM XVII, Ltd., as Lender | |||
| By: | OZ CLO Management LLC, its Collateral Manager | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
| KP FIXED INCOME FUND, as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Sub-Adviser For Callan Associates Inc., The Adviser For The KP Funds, The Trust For KP Fixed Income Fund | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| LIBERTY MUTUAL INSURANCE COMPANY, as Lender | |||
| By: | /s/ Scott Russian | ||
| Name: | Scott Russian | ||
| Title: | Authorized Signatory | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| LIBERTY MUTUAL RETIREMENT PLAN MASTER TRUST, as Assignee, as Lender | |||
| By: | Liberty Mutual Group Asset Management Inc. Acting For And On Behalf Of Liberty Mutual Retirement Plan Master Trust | ||
| By: | /s/ Scott Russian | ||
| Name: | Scott Russian | ||
| Title: | Authorized Signatory | ||
| LINCOLN SQUARE FUNDING ULC, as Lender | |||
| By: | /s/ Madonna Sequeira | ||
| Name: | Madonna Sequeira | ||
| Title: | Authorized Signatory | ||
| LORD ABBETT BANK LOAN TRUST, as Lender | |||
| By: | Lord Abbett & Co LLC, as Investment Manager | ||
| By: | /s/ Kearney Posner | ||
| Name: | Kearney Posner | ||
| Title: | Associate Portfolio Manager | ||
| LORD ABBETT FLOATING RATE FUND LTD., as Lender | |||
| By: | Lord, Abbett & Co LLC, as Investment Manager | ||
| By: | /s/ Kearney Posner | ||
| Name: | Kearney Posner | ||
| Title: | Associate Portfolio Manager | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| LORD ABBETT INVESTMENT TRUST - LORD ABBETT FLOATING RATE FUND, as Lender | |||
| By: | Lord Abbett & Co LLC, as Investment Manager | ||
| By: | /s/ Kearney Posner | ||
| Name: | Kearney Posner | ||
| Title: | Associate Portfolio Manager | ||
| MADISON PARK FUNDING X, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| MADISON PARK FUNDING XII, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| MADISON PARK FUNDING XIV, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| MADISON PARK FUNDING XIX, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Collateral Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| MADISON PARK FUNDING XV, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| MADISON PARK FUNDING XVI, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| MADISON PARK FUNDING XVII, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| MADISON PARK FUNDING XVIII, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Collateral Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| MADISON PARK FUNDING XX, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| MADISON PARK FUNDING XXI, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| MADISON PARK FUNDING XXII, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| MADISON PARK FUNDING XXIII, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Collateral Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| MADISON PARK FUNDING XXIV, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Collateral Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| MADISON PARK FUNDING XXV, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Collateral Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| METROPOLITAN WEST FLOATING RATE INCOME FUND, as Lender | |||
| By: | Metropolitan West Asset Management as Investment Manager | ||
| By: | /s/ Nora Olan | ||
| Name: | Nora Olan | ||
| Title: | Senior Vice President | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| If Second Signature is Required: | |||
| By: | /s/ Ryan Gable | ||
| Name: | Ryan Gable | ||
| Title: | Senior Vice President | ||
| MOUNTAIN VIEW CLO 2013-1 LTD., as Lender | |||
| By: | Seix Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ George Goudelias | ||
| Name: | George Goudelias | ||
| Title: | Managing Director | ||
| MOUNTAIN VIEW CLO 2014-1 LTD., as Lender | |||
| By: | Seix Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ George Goudelias | ||
| Name: | George Goudelias | ||
| Title: | Managing Director | ||
| MOUNTAIN VIEW CLO 2016-1 LTD., as Lender | |||
| By: | Seix Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ George Goudelias | ||
| Name: | George Goudelias | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| MOUNTAIN VIEW CLO 2017-2 LTD., as Lender | |||
| By: | Seix Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ George Goudelias | ||
| Name: | George Goudelias | ||
| Title: | Managing Director | ||
| MOUNTAIN VIEW CLO 2017-1 LTD., as Lender | |||
| By: | Seix Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ George Goudelias | ||
| Name: | George Goudelias | ||
| Title: | Managing Director | ||
| MOUNTAIN VIEW CLO IX LTD., as Lender | |||
| By: | Seix Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ George Goudelias | ||
| Name: | George Goudelias | ||
| Title: | Managing Director | ||
| MOUNTAIN VIEW CLO X LTD., as Lender | |||
| By: | Seix Investment Advisors LLC, as Collateral Manager | ||
| By: | /s/ George Goudelias | ||
| Name: | George Goudelias | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| MSD CREDIT OPPORTUNITY FUND, as Lender | |||
| By: | /s/ Marcello Liguori | ||
| Name: | Marcello Liguori | ||
| Title: | Managing Director | ||
| NASSAU 2017-I LTD, as Lender | |||
| By: | /s/ Chris LaJaunie | ||
| Name: | Chris LaJaunie | ||
| Title: | Senior Analyst | ||
| NASSAU 2017-II LTD., as Lender | |||
| By: | /s/ Chris LaJaunie | ||
| Name: | Chris LaJaunie | ||
| Title: | Senior Analyst | ||
| NATIONAL ELECTRICAL BENEFIT FUND, as Lender | |||
| By: | Lord Abbett & Co LLC, as Investment Manager | ||
| By: | /s/ Kearney Posner | ||
| Name: | Kearney Posner | ||
| Title: | Associate Portfolio Manager | ||
| NATIONAL ELEVATOR INDUSTRY PENSION PLAN, as Lender | |||
| By: | /s/ Sue Park | ||
| Name: | Sue Park | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| OHIO CASUALTY INSURANCE COMPANY, as Lender | |||
| By: | /s/ Scott Russian | ||
| Name: | Scott Russian | ||
| Title: | Authorized Signatory | ||
| ONE ELEVEN FUNDING I, LTD., as Lender | |||
| By: | Credit Suisse Asset Management, LLC, as Portfolio Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| OZLM FUNDING II, LTD., as Lender | |||
| By: | Och-Ziff Loan Management LP, its Portfolio Manager | ||
| By: | Och-Ziff Loan Management LLC, its General Partner | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
| OZLM FUNDING III, LTD., as Lender | |||
| By: | Och-Ziff Loan Management LP, its Portfolio Manager | ||
| By: | Och-Ziff Loan Management LLC, its General Partner | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| OZLM FUNDING IV, LTD. as Lender | |||
| By: | Och-Ziff Loan Management LP, its Portfolio Manager | ||
| By: | Och-Ziff Loan Management LLC, its General Partner | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
| OZLM FUNDING, LTD., as Lender | |||
| By: | OZ CLO Management LLC, its Portfolio Manager | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
| OZLM IX, LTD., as Lender | |||
| By: | Och-Ziff Loan Management LP, its Collateral Manager | ||
| Och-Ziff Loan Management LLC, its General Partner | |||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| OZLM VI, LTD., as Lender | |||
| By: | Och-Ziff Loan Management LP, its Asset Manager | ||
| By: | Och-Ziff Loan Management LLC, its General Partner | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
| OZLM VII, LTD., as Lender | |||
| By: | Och-Ziff Loan Management LP, its Collateral Manager | ||
| By: | Och-Ziff Loan Management LLC, its General Partner | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
| OZLM VIII, LTD., as Lender | |||
| By: | Och-Ziff Loan Management LP, its Collateral Manager | ||
| By: | Och-Ziff Loan Management LLC, its General Partner | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| OZLM XI, LTD., as Lender | |||
| By: | Och-Ziff Loan Management LP, its Collateral Manager | ||
| By: | Och-Ziff Loan Management LLC, its General Partner | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
| OZLM XII, LTD., as Lender | |||
| By: | Och-Ziff Loan Management LP, its Collateral Manager | ||
| By: | Och-Ziff Loan Management LLC, its General Partner | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
| OZLM XIII, LTD., as Lender | |||
| By: | Och-Ziff Loan Management LP, its Collateral Manager | ||
| By: | Och-Ziff Loan Management LLC, its General Partner | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| OZLM XIV, LTD., as Lender | |||
| By: | Och-Ziff Loan Management LP, its Collateral Manager | ||
| By: | Och-Ziff Loan Management LLC, its General Partner | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
| OZLM XV, LTD., as Lender | |||
| By: | Och-Ziff Loan Management LP, its Collateral Manager | ||
| By: | Och-Ziff Loan Management LLC, its General Partner | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
| OZLM XVI, LTD., as Lender | |||
| By: | OZ CLO Management LLC, its Successor Portfolio Manager | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| OZLM XXII, LTD., as Lender | |||
| By: | OZ CLO Management LLC, its Collateral Manager | ||
| By: | /s/ Alesia J. Haas | ||
| Name: | Alesia J. Haas | ||
| Title: | CFO | ||
| PEERLESS INSURANCE COMPANY, as Lender | |||
| By: | |||
| By: | /s/ Scott Russian | ||
| Name: | Scott Russian | ||
| Title: | Authorized Signatory | ||
| PONTUS HOLDINGS LTD., as Lender | |||
| By: | /s/ Russell Bryant | ||
| Name: | Russell Bryant | ||
| Title: | Chief Financial Officer Quadrant Capital Advisors, Inc. Investment Advisor to Pontus Holdings Ltd. | ||
| REDWOOD MASTER FUND, LTD., as Lender | |||
| By: | Redwood Capital Management, LLC, its Investment Manager | ||
| By: | /s/ Ruben Kliksberg | ||
| Name: | Ruben Kliksberg | ||
| Title: | Co-Chief Executive Officer | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| REDWOOD OPPORTUNITY MASTER FUND, LTD., as Lender | |||
| By: | Redwood Capital Management, LLC, its Investment Manager | ||
| By: | /s/ Ruben Kliksberg | ||
| Name: | Ruben Kliksberg | ||
| Title: | Co-Chief Executive Officer | ||
| SAFECO INSURANCE COMPANY OF AMERICA, as Lender | |||
| By: | /s/ Scott Russian | ||
| Name: | Scott Russian | ||
| Title: | Authorized Signatory | ||
| SAN DIEGO COUNTY EMPLOYEES RETIREMENT ASSOCIATION, as Lender | |||
| By: | /s/ Sue Park | ||
| Name: | Sue Park | ||
| Title: | Managing Director | ||
| SANTA BARBARA COUNTY EMPLOYEES RETIREMENT SYSTEM, as Lender | |||
| By: | /s/ Sue Park | ||
| Name: | Sue Park | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| SEIX MULTI-SECTOR ABSOLUTE RETURN FUND L.P., as Lender | |||
| By: | Seix Multi-Sector Absolute Return Fund GP LLC, In its Capacity as Sole General Partner | ||
| By: | Seix Investment Advisors LLC, its Sole Member | ||
| By: | /s/ George Goudelias | ||
| Name: | George Goudelias | ||
| Title: | Managing Director | ||
| SENIOR SECURED FLOATING RATE LOAN FUND, | |||
| By: | Credit Suisse Asset Management, LLC, The Portfolio Manager For Propel Capital Corporation, The Manager For Senior Secured Floating Rate Loan Fund | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
| SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as Lender | |||
| By: | |||
| By: | /s/ Per Bjernekull | ||
| Name: | Per Bjernekull | ||
| Title: | General Manager | ||
| If Second Signature is Required: | |||
| By: | /s/ Anthony Racanelli | ||
| Name: | Anthony Racanelli | ||
| Title: | SVP | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| STEELE CREEK CLO 2014-1R, LTD, as Lender | |||
| By: | /s/ Alan DeKeukelaere | ||
| Name: | Alan DeKeukelaere | ||
| Title: | Senior Research Analyst | ||
| STEELE CREEK CLO 2015-1, LTD, as Lender | |||
| By: | /s/ Alan DeKeukelaere | ||
| Name: | Alan DeKeukelaere | ||
| Title: | Senior Research Analyst | ||
| STEELE CREEK CLO 2016-1, LTD, as Lender | |||
| By: | /s/ Alan DeKeukelaere | ||
| Name: | Alan DeKeukelaere | ||
| Title: | Senior Research Analyst | ||
| STEELE CREEK CLO 2017-1, LTD, as Lender | |||
| By: | /s/ Alan DeKeukelaere | ||
| Name: | Alan DeKeukelaere | ||
| Title: | Senior Research Analyst | ||
| TCW CLO 2017-1, LTD., as Lender | |||
| By: | /s/ Nora Olan | ||
| Name: | Nora Olan | ||
| Title: | Senior Vice President | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| If Second Signature is Required: | |||
| By: | /s/ Ryan Gable | ||
| Name: | Ryan Gable | ||
| Title: | Senior Vice President | ||
| TCW CLO 2018-1, LTD., as Lender | |||
| By: | TCW Asset Management Company LLC as Asset Manager | ||
| By: | /s/ Nora Olan | ||
| Name: | Nora Olan | ||
| Title: | Senior Vice President | ||
| If Second Signature is Required: | |||
| By: | /s/ Ryan Gable | ||
| Name: | |||
| Title: | Senior Vice President | ||
| TEXAS COUNTY AND DISTRICT RETIREMENT SYSTEM,
| |||
| By: | /s/ Sue Park | ||
| Name: | Sue Park | ||
| Title: | Managing Director | ||
| THE CITY OF NEW YORK GROUP TRUST, as Lender | |||
| By: | Credit Suisse Asset Management, LLC. as its Manager | ||
| By: | /s/ Louis Farano | ||
| Name: | Louis Farano | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| UNIVERSITY OF DAYTON, as Lender | |||
| By: | /s/ Sue Park | ||
| Name: | Sue Park | ||
| Title: | Managing Director | ||
| THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY, as Lender | |||
| By: | /s/ Bernie M. Casey | ||
| Name: | Bernie M. Casey | ||
| Title: | AVP & Senior Credit Analyst | ||
| VENTURE 28A CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Venture Management II LLC | ||
| By: | /s/ Lewis Brown | ||
| Name: | Lewis Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE X CLO, LIMITED, as Lender | |||
| By: | its Collateral Manager, MJX Venture Management LLC | ||
| By: | /s/ Lewis I. Brown | ||
| Name: | Lewis I. Brown | ||
| Title: | Managing Director / Head of Trading | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| VENTURE XII CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Venture Management LLC | ||
| By: | /s/ Lewis I. Brown | ||
| Name: | Lewis I. Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE XIV CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Venture Management LLC | ||
| By: | /s/ Lewis I. Brown | ||
| Name: | Lewis I. Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE XIX CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Asset Management LLC | ||
| By: | /s/ Lewis I. Brown | ||
| Name: | Lewis I. Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE XV CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Asset Management LLC | ||
| By: | /s/ Lewis I. Brown | ||
| Name: | Lewis I. Brown | ||
| Title: | Managing Director / Head of Trading | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| VENTURE XVI CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Venture Management II LLC | ||
| By: | /s/ Lewis I. Brown | ||
| Name: | Lewis I. Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE XVII CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Asset Management LLC | ||
| By: | /s/ Lewis I. Brown | ||
| Name: | Lewis I. Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE XVIII CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Venture Management II LLC | ||
| By: | /s/ Lewis I. Brown | ||
| Name: | Lewis I. Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE XX CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Venture Management LLC | ||
| By: | /s/ Lewis I. Brown | ||
| Name: | Lewis I. Brown | ||
| Title: | Managing Director / Head of Trading | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| VENTURE XXI CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Venture Management LLC | ||
| By: | /s/ Lewis I. Brown | ||
| Name: | Lewis I. Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE XXII CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Venture Management II LLC | ||
| By: | /s/ Lewis I. Brown | ||
| Name: | Lewis I. Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE XXIII CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Asset Management LLC | ||
| By: | /s/ Lewis I. Brown | ||
| Name: | Lewis I. Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE XXIV CLO, LIMITED, LP, as Lender | |||
| By: | its Investment Advisor MJX Asset Management LLC | ||
| By: | /s/ Lewis I. Brown | ||
| Name: | Lewis I. Brown | ||
| Title: | Managing Director / Head of Trading | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| VENTURE XXIX CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Venture Management II LLC | ||
| By: | /s/ Lewis Brown | ||
| Name: | Lewis Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE XXV CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Asset Management LLC | ||
| By: | /s/ Lewis Brown | ||
| Name: | Lewis Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE XXVI CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Venture Management LLC | ||
| By: | /s/ Lewis Brown | ||
| Name: | Lewis Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE XXVII CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Venture Management II LLC | ||
| By: | /s/ Lewis Brown | ||
| Name: | Lewis Brown | ||
| Title: | Managing Director / Head of Trading | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| VENTURE XXVIII CLO, LIMITED, as Lender | |||
| By: | its Investment Advisor MJX Venture Management II LLC | ||
| By: | /s/ Lewis Brown | ||
| Name: | Lewis Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VENTURE XXX CLO, LIMITED, LP, as Lender | |||
| By: | its Investment Advisor MJX Venture Management II LLC | ||
| By: | /s/ Lewis Brown | ||
| Name: | Lewis Brown | ||
| Title: | Managing Director / Head of Trading | ||
| VIRTUS SEIX FLOATING RATE HIGH INCOME FUND, as Lender | |||
| By: | Seix Investment Advisors LLC, as Subadviser | ||
| By: | /s/ George Goudelias | ||
| Name: | George Goudelias | ||
| Title: | Managing Director | ||
| ZAIS CLO 1, LIMITED, as Lender | |||
| By: | ZAIS CLO 1, Limited | ||
| By: | /s/ Vincent Ingato | ||
| Name: | Vincent Ignato | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| ZAIS CLO 2, LIMITED, as Lender | |||
| By: | ZAIS CLO 2, Limited | ||
| By: | /s/ Vincent Ingato | ||
| Name: | Vincent Ingato | ||
| Title: | Managing Director | ||
| ZAIS CLO 3, LIMITED, as Lender | |||
| By: | ZAIS CLO 3, Limited | ||
| By: | /s/ Vincent Ingato | ||
| Name: | Vincent Ingato | ||
| Title: | Managing Director | ||
| ZAIS CLO 5, LIMITED, as Lender | |||
| By: | Zais Leveraged Loan Master Manager, LLC its Collateral Manager | ||
| By: | Zais Group, LLC, its Sole Member | ||
| By: | /s/ Vincent Ingato | ||
| Name: | Vincent Ingato | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
| ZAIS CLO 6, LIMITED, as Lender | |||
| By: | Zais Leveraged Loan Master Manager, LLC its Collateral Manager | ||
| By: | Zais Group, LLC, its Sole Member | ||
| By: | /s/ Vincent Ingato | ||
| Name: | Vincent Ingato | ||
| Title: | Managing Director | ||
| ZAIS CLO 7, LIMITED, as Lender | |||
| By: | /s/ Vincent Ingato | ||
| Name: | Vincent Ingato | ||
| Title: | Managing Director | ||
| ZAIS CLO 8, LIMITED, as Lender | |||
| By: | Zais Leveraged Loan Master Manager, LLC its Collateral Manager | ||
| By: | Zais Group, LLC, its Sole Member | ||
| By: | /s/ Vincent Ingato | ||
| Name: | Vincent Ingato | ||
| Title: | Managing Director | ||
[Signature Page to Second Amendment to INSW Credit Agreement]
