FIRST AMENDMENT TO CREDIT AGREEMENT ANDSECURITY AGREEMENT

EX-10.3 4 v412731_ex10-3.htm EXHIBIT 10.3

Exhibit 10.3

FIRST AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENT

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

WITNESSETH:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION IV. Miscellaneous Provisions.

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

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

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

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

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

	OVERSEAS SHIPHOLDING GROUP, INC.,
	as Holdings and a Guarantor

	By:	/s/ Ian T. Blackley
		Name: Ian T. Blackley
		Title: President and Chief Executive Officer

	OSG INTERNATIONAL, INC.,
	as the Administrative Borrower and a Guarantor

	By:	/s/ Ian T. Blackley
		Name: Ian T. Blackley
		Title: Senior Vice President, Chief Financial Officer and Comptroller

	OIN DELAWARE LLC,
	as the Co-Borrower and a Guarantor

	By:	/s/ Ian T. Blackley
		Name: Ian T. Blackley
		Title: Manager

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

	1372 TANKER CORPORATION
	AFRICA TANKER CORPORATION
	ANDROMAR LIMITED
	CABO SOUNION LIMITED
	CARIBBEAN TANKER CORPORATION
	DELTA AFRAMAX CORPORATION
	EIGHTH AFRAMAX TANKER CORPORATION
	EPSILON AFRAMAX CORPORATION
	FIRST UNION TANKER CORPORATION
	FRONT PRESIDENT INC.
	INTERNATIONAL SEAWAYS, INC.
	KYTHNOS CHARTERING CORPORATION
	MAPLE TANKER CORPORATION
	OAK TANKER CORPORATION
	OCEANIA TANKER CORPORATION
	OSG CLEAN PRODUCTS INTERNATIONAL, INC.
	OVERSEAS SHIPPING (GR) LTD
	REYMAR LIMITED
	ROSALYN TANKER CORPORATION
	ROSEMAR LIMITED
	SAKURA TRANSPORT CORP.
	SERIFOS TANKER CORPORATION
	SIFNOS TANKER CORPORATION
	SIXTH AFRAMAX TANKER CORPORATION
	THIRD UNITED SHIPPING CORPORATION
	TOKYO TRANSPORT CORP.,
	each, as a Subsidiary Guarantor

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

	ALCESMAR LIMITED
	ALCMAR LIMITED
	AMALIA PRODUCT CORPORATION
	AMBERMAR PRODUCT CARRIER CORPORATION
	ANTIGMAR LIMITED
	ARIADMAR LIMITED
	ATALMAR LIMITED
	ATHENS PRODUCT TANKER CORPORATION
	AURORA SHIPPING CORPORATION
	BATANGAS TANKER CORPORATION
	CABO HELLAS LIMITED
	CARL PRODUCT CORPORATION
	CONCEPT TANKER CORPORATION
	GOLDMAR LIMITED
	JADEMAR LIMITED
	KIMOLOS TANKER CORPORATION
	LEYTE PRODUCT TANKER CORPORATION

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

	LUXMAR PRODUCT TANKER CORPORATION
	MAREMAR PRODUCT TANKER CORPORATION
	MILOS PRODUCT TANKER CORPORATION
	MINDANAO TANKER CORPORATION
	PEARLMAR LIMITED
	PETROMAR LIMITED
	RICH TANKER CORPORATION
	RUBYMAR LIMITED
	SAMAR PRODUCT TANKER CORPORATION
	SHIRLEY AFRAMAX CORPORATION
	SILVERMAR LIMITED
	SKOPELOS PRODUCT TANKER CORPORATION
	STAR CHARTERING CORPORATION
	URBAN TANKER CORPORATION
	VIEW TANKER CORPORATION,
	each, as a Subsidiary Guarantor

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

	OSG LIGHTERING LLC
	as a Subsidiary Guarantor

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

	OSG SHIP MANAGEMENT (UK) LTD,
	as a Subsidiary Guarantor

	By:	/s/ Ian T. Blackley
		Name: Ian T. Blackley
		Title: Director

	MAJESTIC TANKERS CORPORATION
	SEVENTH AFRAMAX TANKER CORPORATION,
	each, as a Subsidiary Guarantor

	By:	/s/ Lois K. Zabrocky
		Name: Lois K. Zabrocky
		Title: President

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

	JEFFERIES FINANCE LLC, as
	Administrative Agent

	By:	/s/ J. Paul McDonnell
	Name:	J. Paul McDonnell
	Title:	Managing Director

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

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

	UBS AG, STAMFORD BRANCH

	By:	/s/ Houssem Daly
	Name:	Houssem Daly
	Title:	Associate Director

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

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

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

	AIMCO CLO, Series 2014-A

	By:	/s/ Chris Goergen
	Name:	Chris Goergen
	Title:	Authorized Signatory

	By:	/s/ Mark Pittman
	Name:	Mark Pittman
	Title:	Authorized Signatory

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

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

	ACAS CLO 2012-1, Ltd.
	By: American Capital CLO Management, LLC
	(f/k/a American Capital Leveraged Finance
	Management, LLC), its Manager

	By:	/s/ William Weiss
	Name:	William Weiss
	Title:	Authorized Signatory

	By:
	Name:
	Title:

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

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

	ACAS CLO 2013-1, Ltd.
	By: American Capital CLO Management, LLC
	(f/k/a American Capital Leveraged Finance
	Management, LLC), its Manager

	By:	/s/ William Weiss
	Name:	William Weiss
	Title:	Authorized Signatory

	By:
	Name:
	Title:

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

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

	ACAS CLO 2014-1, Ltd.
	By: American Capital CLO Management, LLC
	its Manager

	By:	/s/ William Weiss
	Name:	William Weiss
	Title:	Authorized Signatory

	By:
	Name:
	Title:

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

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

	ACAS CLO 2014-2, Ltd.
	By: American Capital CLO Management, LLC
	its Manager

	By:	/s/ William Weiss
	Name:	William Weiss
	Title:	Authorized Signatory

	By:
	Name:
	Title:

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

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

	JFIN CLO 2012 LTD.
	By: Apex Credit Partners LLC, as Portfolio Manager

	By:	/s/ David Wells
	Name:	David Wells
	Title:	Managing Director

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

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

	JFIN CLO 2013 LTD.
	By: Apex Credit Partners LLC, as Portfolio Manager

	By:	/s/ David Wells
	Name:	David Wells
	Title:	Managing Director

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

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

	JFIN CLO 2014 LTD.
	By: Apex Credit Partners LLC, as Portfolio Manager

	By:	/s/ David Wells
	Name:	David Wells
	Title:	Managing Director

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

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

	JFIN CLO 2014-II LTD.
	By: Apex Credit Partners LLC, as Portfolio Manager

	By:	/s/ David Wells
	Name:	David Wells
	Title:	Managing Director

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

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

	JFIN CLO 2015 LTD.
	By: Apex Credit Partners LLC, as Portfolio Manager

	By:	/s/ David Wells
	Name:	David Wells
	Title:	Managing Director

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

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

	Arrowpoint CLO 2014-3, LTD

	By:	/s/ Colby Stilson
	Name:	Colby Stilson
	Title:	Portfolio Manager

	[By:
	Name:
	Title:]¹

¹ If second signature line is required.

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

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

	Arrowpoint CLO 2015-4, LTD

	By:	/s/ Colby Stilson
	Name:	Colby Stilson
	Title:	Portfolio Manager

	[By:
	Name:
	Title:]¹

¹ If second signature line is required.

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

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

	Peaks CLO 1, LTD

	By:	/s/ Colby Stilson
	Name:	Colby Stilson
	Title:	Portfolio Manager

	[By:
	Name:
	Title:]¹

¹ If second signature line is required.

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

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

	Benefit Street Partners Capital Opportunity Fund SPV LLC

	By:	/s/ Todd Marsh
	Name:	Todd Marsh
	Title:	Authorized Signer

	By:
	Name:
	Title:

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

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

	Black Diamond CLO 2013-1 Ltd.
	By: Black Diamond CLO 2013-1 Adviser,
	L.L.C. As its Collateral Manager

	By:	/s/ Stephen H. Deckoff
	Name:	Stephen H. Deckoff
	Title:	Managing Principal

	By:
	Name:
	Title:

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

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

	Black Diamond CLO 2014-1 Ltd.
	By: Black Diamond CLO 2014-1 Adviser,
	L.L.C.
	As its Collateral Manager

	By:	/s/ Stephen H. Deckoff
	Name:	Stephen H. Deckoff
	Title:	Managing Principal

	By:
	Name:
	Title:

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

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

	Dauphin Funding LLC
	By: FS Global Credit Opportunities Fund as
	Sole Member
	By: GSO Capital Partners LP as Sub-Adviser

	By:	/s/ Thomas Iannarone
	Name:	Thomas Iannarone
	Title:	Authorized Signatory

	By:
	Name:
	Title:

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

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

	SSD LOAN FUNDING LLC
	By: Citibank, N.A.,

	By:	/s/ Tina Tran
	Name:	Tina Tran
	Title:	Director

	By:
	Name:
	Title:

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

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

	BLT 13 LLC

	By:	/s/ Robert Healey
	Name:	Robert Healey
	Title:	Authorized Signatory

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

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

	BATTALION CLO III LTD.
	BY: BRIGADE CAPITAL MANAGEMENT
	LP As Collateral Manager

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

	By:
	Name:
	Title:

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

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

	Battalion CLO V Ltd.
	By: BRIGADE CAPITAL MANAGEMENT,
	LP as Collateral Manager

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

	By:
	Name:
	Title:

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

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

	Battalion CLO VI Ltd.
	By: Brigade Capital Management, LP as Collateral Manager

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

	By:
	Name:
	Title:

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

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

	Battalion CLO VII Ltd.
	By: Brigade Capital Management, LP as Collateral Manager

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

	By:
	Name:
	Title:

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

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

	Goldman Sachs Trust II- Goldman Sachs
	Multi-Manager Alternatives Fund
	By: BRIGADE CAPITAL MANAGEMENT,
	LP as Investment Manager

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

	By:
	Name:
	Title:

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

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

	JPMC Retirement Plan Brigade Bank Loan
	BY: BRIGADE CAPITAL MANAGEMENT,
	LP As Investment Manager

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

	By:
	Name:
	Title:

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

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

	JP Morgan Chase Retirement Plan
	BY: BRIGADE CAPITAL MANAGEMENT,
	LP As Investment Manager

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

	By:
	Name:
	Title:

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

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

	Virtus Alternative Income Solution Fund
	By: Brigade Capital Management, LP as
	Investment Manager

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

	By:
	Name:
	Title:

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

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

	Virtus Alternative Total Solution Fund
	By: Brigade Capital Management, LP as
	Investment Manager

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

	By:
	Name:
	Title:

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

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

	Virtus Alternative Inflation Solution Fund
	By: Brigade Capital Management, LP as
	Investment Manager

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

	By:
	Name:
	Title:

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

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

	Canyon Capital CLO 2012-1 Ltd.
	BY: Canyon Capital Advisors, its Asset
	Manager

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

	By:
	Name:
	Title:

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

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

	Canyon Capital CLO 2014-1 Ltd.
	BY: Canyon Capital Advisors, its Asset
	Manager

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

	By:
	Name:
	Title:

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

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

	Canyon Capital CLO 2014-2 Ltd.
	BY: Canyon Capital Advisors, its Asset
	Manager

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

	By:
	Name:
	Title:

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

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

	Canyon Capital CLO 2015-1, LTD.
	By: Canyon Capital Advisors LLC,
	a Delaware limited liability company,
	its Collateral Manager

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

	By:
	Name:
	Title:

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

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

	Active Portfolios Multi-Manager Core Plus Bond Fund
	BY: TCW Asset Management Company as Investment Manager

	By:	/s/ Bibi Khan
	Name:	Bibi Khan
	Title:	Managing Director

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

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

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

	CORNELL UNIVERSITY

	By:	/s/ Eitan Mecameo
	Name:	Eitan Mecameo
	Title:	Partner

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

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

	COVENANT CREDIT PARTNERS CLO I, LTD.,

	By:	/s/ Brian Horton
	Name:	Brian Horton
	Title:	MD

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

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

	ATRIUM IX
	By: Credit Sales Asset Management, LLC, as Portfolio manager

	By:	/s/ Ilan Friedman
	Name:	Ilan Friedman
	Title:	Authorized Signatory

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

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

	ATRIUM VIII
	By: Credit Suisse Asset Management LLC, as portfolio manager

	By:	/s/ Ilan Friedman
	Name:	Ilan Friedman
	Title:	Authorized Signatory

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

	ATRIUM XI
	By: Credit Suisse Asset Management LLC, as portfolio manager

	By:	/s/ Ilan Friedman
	Name:	Ilan Friedman
	Title:	Authorized Signatory

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

	BA/CSCREDIT I LLC
	By: Credit Suisse Asset Management LLC, as its investment manager

	By:	/s/ Ilan Friedman
	Name:	Ilan Friedman
	Title:	Authorized Signatory

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

	Bentham Wholesale Syndicated Loan Fund
	By: Credit Salm Asset Management, LLC, as Agent (Sub-advisor) to Challenger investment Services Limited, the Responsible Entity for Bentham Wholesale Syndicated Loan Fund

	By:	/s/ Ilan Friedman
	Name:	Ilan Friedman
	Title:	Authorized Signatory

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

	Credit Suisse High Yield Bond Fund
	By: Credit Suisse Asset Management, LLC, as Investment adviser

	By:	/s/ Ilan Friedman
	Name:	Ilan Friedman
	Title:	Authorized Signatory

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

	HYFI LOAN FUND
	By: Credit Suisse Asset Management, LLC, as Investment manager

	By:
	Name:
	Title:

	By:	/s/ Ilan Friedman
	Name:	Ilan Friedman
	Title:	Authorized Signatory

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

	MADISON PARK FUNDING XIV, LTD.
	By: Credit Suisse Asset Management, LLC, as portfolio manager

	By:	/s/ Ilan Friedman
	Name:	Ilan Friedman
	Title:	Authorized Signatory

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

	MADISON PARK FUNDING IX, LTD.
	By: Credit Suisse Asset Management, LLC, as portfolio manager

	By:	/s/ Ilan Friedman
	Name:	Ilan Friedman
	Title:	Authorized Signatory

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

	PK-SSL Investment Fund Limited Partnership
	By: Credit Suisse Asset Management, LLC, as Investment manager

	By:	/s/ Ilan Friedman
	Name:	Ilan Friedman
	Title:	Authorized Signatory

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

	QUALCOMMGLOBAL TRADING PTE. LTD.
	By: Credit Suisse Asset Management, LLC, as Investment manager

	By:	/s/ Ilan Friedman
	Name:	Ilan Friedman
	Title:	Authorized Signatory

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

	State of New Mexico State Investment Council
	By authority delegated to the New Mexico State Investment Office
	By Credit Suisse Asset Management, LLC, Its Investment manager

`	By:
	Name:
	Title:

	By:	/s/ Ilan Friedman
	Name:	Ilan Friedman
	Title:	Authorized Signatory

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

	THE RATON CORPORATION MASTER RETIREMENT TRUST
	By: Credit Suisse Asset Management, LLC, as investment manager

	By:	/s/ Ilan Friedman
	Name:	Ilan Friedman
	Title:	Authorized Signatory

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

	Bell Atlantic Master Trust
	By: Credit Value Partners LP, as Authorized Signatory

	By:	/s/ Joseph Matteo
	Name:	Joseph Matteo
	Title:	Partner

	By:
	Name:
	Title:

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

	CREDIT VALUE MASTER FUND III, L.P.
	BY: Credit Value Partners, LP, as Investment Manager

	By:	/s/ Joseph Matteo
	Name:	Joseph Matteo
	Title:	Partner

	By:
	Name:
	Title:

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

	CVP Cascade CLO-1 Ltd.
	BY: Credit Value Partners, LP, as Investment Manager

	By:	/s/ Joseph Matteo
	Name:	Joseph Matteo
	Title:	Partner

	By:
	Name:
	Title:

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

	CVP Cascade CLO-2 Ltd.
	BY: Credit Value Partners, LP, as Investment Manager

	By:	/s/ Joseph Matteo
	Name:	Joseph Matteo
	Title:	Partner

	By:
	Name:
	Title:

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

	CVP Cascade CLO-3 Ltd.
	By: CVP CLO Manager, LLC
	as Investment Manager

	By:	/s/ Joseph Matteo
	Name:	Joseph Matteo
	Title:	Partner

	By:
	Name:
	Title:

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

	Patagonia Trading, LLC
	By: SunTrust Bank, as manager

	By:	/s/ Dougles Weltz
	Name:	Dougles Weltz
	Title:	Director

	By:
	Name:	N/A
	Title:

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

	DEUTSCHE BANK AG NEW YORK BRANCH
	By: DB Services New Jersey, Inc

	By:	/s/ Deirdre Cesario
	Name:	Deirdre Cesario
	Title:	Assistant Vice President

	By:	/s/ Raymond Chin
	Name:	Raymond Chin
	Title:	Assistant Vice President

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

	Vibrant CLO II, Ltd.
	By: DFG Investment Advisers, Inc., as Portfolio Manager

	By:	/s/ David Millison
	Name:	David Millison
	Title:	Managing Partner and Senior Portfolio Manager

	By:
	Name:
	Title:

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

	VIBRANT CLO, LTD.
	By: DFG Investment Advisers, Inc. as Portfolio Manager

	By:	/s/ David Millison
	Name:	David Millison
	Title:	Managing Partner and Senior Portfolio Manager

	By:
	Name:
	Title:

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

	FPA NEW INCOME, INC.

	By:	/s/ E. LAKE SETZLER III
	Name:	E. LAKE SETZLER III
	Title:	TREASURER

	By:	/s/ J. RICHARD ATWOOD
	Name:	J. RICHARD ATWOOD
	Title:	PRESIDENT

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

	INFIRMARY HEALTY SYSTEM, INC.

	By:	/s/ E. LAKE SETZLER III
	Name:	E. LAKE SETZLER III
	Title:	SVP & CONTROLLER

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

	INOVA HEALTH SYSTEM FOUNDATION

	By:	/s/ E. LAKE SETZLER III
	Name:	E. LAKE SETZLER III
	Title:	SVP & CONTROLLER

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

	MOTION PICTURE INDUSTRY INDIVIDUAL ACCOUNT PLAN

	By:	/s/ E. LAKE SETZLER III
	Name:	E. LAKE SETZLER III
	Title:	SVP & CONTROLLER

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

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

	MOTION PICTURE INDUSTRY HEALTH PLAN (ACTIVE)

	By:	/s/ E. LAKE SETZLER III
	Name:	E. LAKE SETZLER III
	Title:	SVP & CONTROLLER

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

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

	MOTION PICTURE INDUSTRY PENSION PLAN

	By:	/s/ E. LAKE SETZLER III
	Name:	E. LAKE SETZLER III
	Title:	SVP & CONTROLLER

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

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

	MOTION PICTURE INDUSTRY HEALTH PLAN (RETIREE)

	By:	/s/ E. LAKE SETZLER III
	Name:	E. LAKE SETZLER III
	Title:	SVP & CONTROLLER

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

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

	SCREEN ACTORS GUILD PRODUCERS PENSION PLAN

	By:	/s/ E. LAKE SETZLER III
	Name:	E. LAKE SETZLER III
	Title:	SVP & CONTROLLER

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

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

	SCREEN ACTORS GUILD PRODUCERS HEALTH PLAN

	By:	/s/ E. LAKE SETZLER III
	Name:	E. LAKE SETZLER III
	Title:	SVP & CONTROLLER

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

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

	THE HEALTH PLAN OF THE UPPER OHIO VALLEY, INC.

	By:	/s/ E. LAKE SETZLER III
	Name:	E. LAKE SETZLER III
	Title:	SVP & CONTROLLER

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

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

	Blue Shield of California

	By:	/s/ DAVID ARDINI
	Name:	DAVID ARDINI
	Title:	ASST. VICE PRESIDENT

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

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

	Franklin CLO VI, Ltd.

	By:	/s/ DAVID ARDINI
	Name:	DAVID ARDINI
	Title:	FRANKLIN ADVISERS, INC. AS COLLATERAL MANAGER VICE PRESIDENT

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

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

	Franklin Floating Rate Master Trust – Franklin Floating Rate Master Series

	By:	/s/ Madeline Lam
	Name:	Madeline Lam
	Title:	Asst. Vice President

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

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

	Franklin Investors Securities Trust - Franklin Floating Rate Daily Access Fund

	By:	/s/ MADELINE LAM
	Name:	MADELINE LAM
	Title:	VICE PRESIDENT

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

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

	Franklin Templeton Series II Funds – Franklin Floating Rate II Fund

	By:	/s/ Madeline Lam
	Name:	Madeline Lam
	Title:	Asst. Vice President

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

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

	Franklin Strategic Income Fund (Canada)

	By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer

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

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

	Franklin Strategic Series-Franklin Strategic Income Fund

	By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer

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

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

	Franklin Templeton Variable Insurance Products Trust-Franklin Strategic Income VIP Fund

	By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer

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

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

	Muir Woods CLO, Ltd.

	By:	/s/ DAVID ARDINI
	Name:	DAVID ARDINI
	Title:	FRANKLIN ADVISERS, INC. AS COLLATERAL MANAGER
		VICE PRESIDENT

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

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

	Commonwealth Fixed Interest Fund 17

	By:	/s/ Rable Abas
	Name:	Rable Abas
	Title:	Attorney

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

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

	Franklin Bissett Bond Fund

	By:	/s/ HEATHER MCOUATT
	Name:	HEATHER MCOUATT
	Title:	V.P., Portfolio Manager

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

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

	Franklin Bissett Canadian Short Term Bond Fund

	By:	/s/ HEATHER MCOUATT
	Name:	HEATHER MCOUATT
	Title:	V.P., Portfolio Manager

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

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

	Franklin Bissett Corporate Bond Fund

	By:	/s/ HEATHER MCOUATT
	Name:	HEATHER MCOUATT
	Title:	V.P., Portfolio Manager

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

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

	Franklin Investors Securities Trust-Franklin Real Return Fund

	By:	/s/ Hague Van Diller
	Title:	Hague Van Diller
	Name:	Authorized Signer

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

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

	Franklin Investors Securities Trust-Franklin Low Duration Total Return Fund

	By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer

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

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

	Franklin Templeton Total Return FDP Fund of FDP Series, Inc.

	By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer

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

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

	Kansas Public Employees Retirement System

	By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer

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

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

	Met Investors Series Trust — Met/Franklin Low Duration Total Return Portfolio

	By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer

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

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

	City of New York Group Trust
	BY: GoldenTree Asset Management, L.P.

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

	By:
	Name:
	Title:

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

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

	GoldenTree Loan Opportunities IX, Limited
	By: GoldenTree Asset Management, LP

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

	By:
	Name:
	Title:

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

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

	The Western and Southern Life Insurance Company
	By: GoldenTree Asset Management, LP

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

	By:
	Name:
	Title:

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

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

	Watford Re Ltd.
	By: Highbridge Principal Strategies, LLC, its
	investment manager

	By:	/s/ Serge Adam
	Name:	Serge Adam
	Title:	Managing Director

	By:
	Name:
	Title:

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

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

	ZURICH AMERICAN INSURANCE COMPANY
	By: Highbridge Principal Strategies, LLC as Investment Manager

	By:	/s/ Serge Adam
	Name:	Serge Adam
	Title:	Managing Director

	By:
	Name:
	Title:

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

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

	ACIS CLO 2013-1 LTD.

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

	By:
	Name:
	Title:

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

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

	ACIS CLO 2013-2 LTD
	By: Acis Capital Management, L.P., its Portfolio Manager
	By: Acis Capital Management GP, LLC, its general partner

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

	By:
	Name:
	Title:

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

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

	ACIS CLO 2014-3, Ltd.
	By: Highland Capital Management, L.P., As Collateral Manager

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

	By:
	Name:
	Title:

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

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

	ACIS CLO 2014-4, Ltd.

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

	By:
	Name:
	Title:

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

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

	ACIS CLO 2014-5, Ltd.

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

	By:
	Name:
	Title:

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

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

	ACIS CLO 2015-6, Ltd

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

	By:
	Name:
	Title:

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

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

	Bandera Strategic Credit Partners I, LP

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

	By:
	Name:
	Title:

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

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

	Highland Floating Rate Opportunities Fund

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

	By:
	Name:
	Title:

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

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

	Highland Global Allocation Fund

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

	By:
	Name:
	Title:

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

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

	Highland Loan Master Fund, L.P.
	By: Highland Capital Loan GP, LLC, its general partner
	By: Highland Capital Management, L.P., its sole member
	By: Strand Advisors Inc., its General Partner
	By:

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

	By:
	Name:
	Title:

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

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

	Highland Opportunistic Credit Fund

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

	By:
	Name:
	Title:

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

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

	Longhorn Credit Funding, LLC
	BY: Highland Capital Management, L.P., As
	Collateral Manager

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

	By:
	Name:
	Title:

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

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

	NewMark Capital Funding 2014-2 CLO Ltd.
	By: NewMark Capital LLC, as Collateral Manager

	By:	/s/ Mark Gold
	Name:	Mark Gold
	Title:	Managing Partner, CEO & CIO

	[By:
	Name:
	Title:]¹

¹ If second signature line is required.

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

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

	NewMark Capital Funding 2013-1 CLO Ltd.
	By: NewMark Capital LLC, as Collateral Manager

	By:	/s/ Mark Gold
	Name:	Mark Gold
	Title:	Managing Partner, CEO & CIO

	[By:
	Name:
	Title:]¹

¹ If second signature line is required.

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

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

	ICE 3: GLOBAL CREDIT CLO LIMITED BY: ICE CANYON LLC, its Collateral Manager

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

	By:
	Name:
	Title:

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

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

	ICE Global Credit CLO Limited
	By: ICE Canyon LLC, its Collateral Manager

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

	By:
	Name:
	Title:

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

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

		Invesco Corporate Class Inc. (for its Trimark Global Balanced Class), as a lender,

		By: Invesco Canada Ltd, in its capacity as the Manager of Trimark Global Balanced Class of Invesco Corporate Class Inc.

		/s/ Isam Walji
		Name: Isam Walji
		Title: Vice President

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

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

		Trimark Adavantage Bond Fund, as a lender,

		By: Invesco Canada Ltd, in its capacity as the
		Manager of Trimark Advantage Bond Fund.

		/s/ Isam Walji
		Name: Isam Walji
		Title: Vice President

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

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

		Trimark Floating Rate Income Fund, as a lender,

		By: Invesco Canada Ltd, in its capacity as the Manager of Trimark Floating Rate Income Fund.

		/s/ Isam Walji
		Name: Isam Walji
		Title: Vice President

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

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

		Trimark Global Balanced Fund, as a lender,

		By: Invesco Canada Ltd, in its capacity as the Manager of Trimark Global Balanced Fund.

		/s/ Isam Walji
		Name: Isam Walji
		Title: Vice President

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

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

		Trimark Global High Yield Bond Fund, as a lender,

		By: Invesco Canada Ltd, in its capacity as the Manager of Trimark Global High Yield Fund.

		/s/ Isam Walji
		Name: Isam Walji
		Title: Vice President

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

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

	Janus US High Yield Fund
	By: Janus Capital Fund Plc

	By:	/s/ Carrie Barrera
	Name:	Carrie Barrera
	Title:	Closer

	By:
	Name:
	Title:

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

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

	Janus Global High Yield Fund
	By: Janus Capital Fund Plc

	By:	/s/ Carrie Barrera
	Name:	Carrie Barrera
	Title:	Closer

	By:
	Name:
	Title:

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

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

	Janus High-Yield Fund

	By:	/s/ Charles Turner
	Name:	Charles Turner
	Title:	Manager

	By:
	Name:
	Title:

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

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

	Janus Multi Sector Income Fund Craig Brown

	By:	/s/ Charles Turner
	Name:	Charles Turner
	Title:	Manager

	By:
	Name:
	Title:

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

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

	JFIN REVOLVER CLO 2014 LTD.

	By: Jefferies Finance LLC, as Portfolio Manager

	By:	/s/ J. Paul McDonnell
	Name:	J. Paul McDonnell
	Title:	Managing Director

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

	JEFFERIES LEVERAGED CREDIT PRODUCTS, LLC


	By:	/s/ William P. McLoughlin
	Name:	William P. McLoughlin
	Title:	Senior Vice President Jefferles Leveraged Credit Products, LLC

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

	ACE Bermuda Insurance Ltd

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

	By:
	Name:
	Title:

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

	ACE Tempest Reinsurance Ltd

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

	By:
	Name:
	Title:

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

	KKR FINANCIAL CLO 2013-2, LTD.

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

	By:
	Name:
	Title:

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

	KKR FINANCIAL CLO 2012-1, LTD.

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

	By:
	Name:
	Title:

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

	KKR FINANCIAL CLO 2013-1, LTD.

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

	By:
	Name:
	Title:

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

	Maryland State Retirement and Pension System

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

	By:
	Name:
	Title:

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

	Oregon Public Employees Retirement Fund

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

	By:
	Name:
	Title:

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

	US Income Strategy Fund of Nikko AM InvestmentTrust (Cayman)

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

	By:
	Name:
	Title:

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

	Liberty Mutual Insurance Company

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

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

	Liberty Mutual Retirement Plan Master Trust

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

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

	LOOMIS SAYLES SENIOR FLOATING
	RATE AND FIXED INCOME TRUST,
	As Lender

	By:	Loomis Sayles Trust Company, LLC,
		As Trustee of Loomis Sayles Senior Floating Rate and Fixed Income Trust

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

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

	LOOMIS SAYLES SENIOR
	FLOATING RATE & FIXED INCOME FUND,
	As Lender

	By:	Loomis, Sayles & Company, L.P.,
		Its Investment Adviser

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

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

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

	Metropolitan West Floating Rate Income Fund
	BY: Metropolitan West Asset Management as Investment Manager

	By:	/s/ Bibi Khan
	Name:	Bibi Khan
	Title:	Managing Director

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

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

	Metropolitan West High Yield Bond Fund
	BY: Metropolitan West Asset Management as Investment Manager

	By:	/s/ Bibi Khan
	Name:	Bibi Khan
	Title:	Managing Director

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

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

	Pictet - US High Yield
	BY: Metropolitan West Asset Management as Investment Manager

	By:	/s/ Bibi Khan
	Name:	Bibi Khan
	Title:	Managing Director

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

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

	Pictet Sicav II - US High Yield
	BY: Metropolitan West Asset Management as Investment Manager

	By:	/s/ Bibi Khan
	Name:	Bibi Khan
	Title:	Managing Director

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

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

	MidOcean Credit CLO I

	By:	/s/ Jim Wiant
	Name:	Jim Wiant
	Title:	Managing Director

	By:
	Name:
	Title:

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

	MidOcean Credit CLO II
	By: MidOcean Credit Fund Management LP, as Portfolio Manager
	By: Ultramar Credit Holdings, Ltd., its General Partner

	By:	/s/ Jim Wiant
	Name:	Jim Wiant
	Title:	Managing Director

	By:
	Name:
	Title:

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

	MidOcean Credit CLO III
	By: MidOcean Credit Fund Management LP, as Portfolio Manager
	By: Ultramar Credit Holdings, Ltd., its General Partner

	By:	/s/ Jim Wiant
	Name:	Jim Wiant
	Title:	Managing Director

	By:
	Name:
	Title:

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

	MidOcean Credit CLO IV
	By: MidOcean Credit Fund Management LP, as Portfolio Manager
	By: Ultramar Credit Holdings, Ltd., its General Partner

	By:	/s/ Jim Wiant
	Name:	Jim Wiant
	Title:	Managing Director

	By:
	Name:
	Title:

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

	MidOcean Credit Opportunity Master Fund, LP

	By:	/s/ Jim Wiant
	Name:	Jim Wiant
	Title:	Managing Director

	By:
	Name:
	Title:

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

	Venture IX CDO, Limited
	BY: its investment advisor, MJX Asset
	Management LLC

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

	By:
	Name:
	Title:

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

	Venture X CLO, Limited
	BY: its investment advisor, MJX Asset
	Management, LLC

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

	By:
	Name:
	Title:

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

	Venture XI CLO, Limited
	BY: its investment advisor, MJX Asset
	Management, LLC

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

	By:
	Name:
	Title:

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

	VENTURE XII CLO, Limited
	BY: its investment advisor
	MJX Asset Management LLC

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

	By:
	Name:
	Title:

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

	VENTURE XIII CLO, Limited
	BY: its Investment Advisor
	MJX Asset Management LLC

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

	By:
	Name:
	Title:

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

	VENTURE XIV CLO, Limited
	By: its investment advisor
	MJX Asset Management LLC

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

	By:
	Name:
	Title:

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

	VENTURE XIX CLO, Limited
	By: its investment advisor
	MJX Asset Management LLC

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

	By:
	Name:
	Title:

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

	VENTURE XV CLO, Limited
	By: its investment advisor
	MJX Asset Management LLC

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

	By:
	Name:
	Title:

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

	VENTURE XVI CLO, Limited
	By: its investment advisor
	MJX Asset Management LLC

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

	By:
	Name:
	Title:

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

	Venture XVII CLO Limited
	BY: its investment advisor, MJX Asset
	Management, LLC

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

	By:
	Name:
	Title:

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

	Venture XVIII CLO, Limited
	By: its investment advisor
	MIX Asset Management LLC

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

	By:
	Name:
	Title:

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

	Oaktree CLO 2014-2 Ltd.
	By: Oaktree Capital Management, L.P.
	Its: Collateral Manager

	By:	/s/ Narmeen Azad
	Name:	Narmeen Azad
	Title:	Vice President

	By:	/s/ Armen Panossian
	Name:	Armen Panossian
	Title:	Managing Director

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

	Citi Loan Funding OFS8 LLC,
	By: Citibank, N.A.,

	By:	/s/ Paul Plank
	Name:	Paul Plank
	Title:	Director

	By:
	Name:
	Title:

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

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

[By:
Name:
Title:]¹

¹ If second signature line is required

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

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

[By:
Name:
Title:]¹

¹ If second signature line is required

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

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

	[By:
	Name:
	Title:]¹

¹If second signature line is required

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	Benefit Street Partners CLO III, Ltd.

	By:	/s/ Todd Marsh
	Name:	Todd Marsh
	Title:	Authorized Signer

	By:
	Name:
	Title:

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

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

	Benefit Street Partners CLO V, Ltd.

	By:	/s/ Todd Marsh
	Name:	Todd Marsh
	Title:	Authorized Signer

	By:
	Name:
	Title:

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

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

	Benefit Street Partners CLO VI, Ltd.

	By:	/s/ Todd Marsh
	Name:	Todd Marsh
	Title:	Authorized Signer

	By:
	Name:
	Title:

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

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

	CORBIN OPPORTUNTY FUND, L.P.

	By: Corbin Capital Partners, L.P., solely in its capacity as investment manager

	By:	/s/ Daniel Friedman
	Name:	Daniel Friedman
	Title:	General Counsel

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

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

	PONTUS HOLDINGS LTD.

	By:	/s/ Russell F. Bryant
	Name:	Russell F. Bryant
	Title:	Chief Financial Officer
		Quadrant Capital Advisors, Inc.
		Investment Advisor to Pontus Holdings Ltd.

	[By:
	Name:
	Title:] ¹

¹ If second signature line is required.

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

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

	[NAME OF LENDER] Redwood Opportunity Master Fund, Ltd
	By: Redwood Capital Management, LLC, its Investment Manager

	By:	/s/ Ruben Kliksberg
	Name:	Ruben Kliksberg
	Title:	Authorized Signatory

	[By:
	Name:
	Title:]¹

¹ If second signature line is required.

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

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

	Reef Road Capital, LLC on behalf of Reef Road Master Fund, Ltd.

	By:	/s/ Eric Rosen
	Name:	Eric Rosen
	Title:	Chief Investment Officer

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

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

	CAVALRY CLO II

	By: Regiment Capital Management, LLC, its Investment Adviser

	By:	/s/ Mark Brostowski
		Mark Brostowski
		Authorized Signatory

¹ If second signature line is required.

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

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

	CAVALRY CLO III, LTD.

	By: Regiment Capital Management, LLC, its Investment Adviser

	By:	/s/ Mark A. Brostowski
		Mark A. Brostowski
		Authorized Signatory

¹ If second signature line is required.

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

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

	CAVALRY CLO IV, LTD.

	By: Regiment Capital Management, LLC, its Investment Adviser

	By:	/s/ Mark A. Brostowski
		Mark A. Brostowski
		Authorized Signatory

¹ If second signature line is required.

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

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

	RIMROCK HIGH INCOME PLUS (MASTER) FUND, LTD.
	RIMROCK LOW VOLATILITY (MASTER) FUND, LTD.
		as a Lender
	By:	Rimrock Capital, as its investment manager

	By:	/s/ S. Blumetti
	Name:	S. Blumetti
	Title:	MD

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

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

	Avery Point II CLO, Limited
	BY: Sankaty Advisors, LLC, as Portfolio
	Manager

	By:	/s/ Andrew S. Viens
	Name:	Andrew S. Viens
	Title:	Sr. Vice President of Operations

	By:
	Name:
	Title:

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

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

	Avery Point IV CLO, Limited
	BY: Sankaty Advisors, LLC, as Portfolio
	Manager

	By:	/s/ Andrew Viens
	Name:	Andrew Viens
	Title:	Sr. Vice President of Operations

	By:
	Name:
	Title:

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

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

	Avery Point V CLO, Limited
	BY: Sankaty Advisors, LLC, as Portfolio Manager

	By:	/s/ Andrew Viens
	Name:	Andrew Viens
	Title:	Document Control Team

	By:
	Name:
	Title:

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

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

	Race Point IX CLO, Limited
	By: Sankaty Advisors, LLC as Portfolio Manager

	By:	/s/ Andrew Viens
	Name:	Andrew Viens
	Title:	Document Control Team

	By:
	Name:
	Title:

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

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

	Race Point VI CLO, Limited
	By: Sankaty Advisors, LLC, as Portfolio Manager

	By:	/s/ Andrew Viens
	Name:	Andrew Viens
	Title:	Sr. Vice President of Operations

	By:
	Name:
	Title:

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

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

	Race Point VII CLO, Limited
	By: Sankaty Advisors, LLC as Portfolio Manager

	By:	/s/ Andrew Viens
	Name:	Andrew Viens
	Title:	Sr. Vice President of Operations

	By:
	Name:
	Title:

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

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

	Race Point VIII CLO, Limited
	BY: Sankaty Advisors, LLC as Portfolio Manager

	By:	/s/ Andrew Viens
	Name:	Andrew Viens
	Title:	Sr. Vice President of Operations

	By:
	Name:
	Title:

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

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

	Solus Senior High Income Fund LP
	By: Solus Alternative Asset Management LP
	Its Investment Advisor

	By:	/s/ Christopher Pucillo
	Name:	Christopher Pucillo
	Title:	President

	By:
	Name:
	Title:

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

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

	Steele Creek CLO 2014-1, LTD.
	BY: Steele Creek Investment Management LLC

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

	By:
	Name:
	Title:

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

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

	Steele Creek CLO 2015-1, LTD.

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

	By:
	Name:
	Title:

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

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

	Figueroa CLO 2013-1, Ltd.
	BY: TCW Asset Management Company as
	Investment Manager

	By:	/s/ Bibi Khan
	Name:	Bibi Khan
	Title:	Managing Director

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

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

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

	FIGUEROA CLO 2013-2, LTD
	BY: TCW Asset Management Company as
	Investment Manager

	By:	/s/ Bibi Khan
	Name:	Bibi Khan
	Title:	Managing Director

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

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

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

	Figueroa CLO 2014-1, Ltd.
	BY: TCW Asset Management Company as
	Investment Manager

	By:	/s/ Bibi Khan
	Name:	Bibi Khan
	Title:	Managing Director

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

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

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

	Variable Portfolio - TCW Core Plus Bond Fund
	BY: TCW Asset Management Company as Investment Manager

	By:	/s/ Bibi Khan
	Name:	Bibi Khan
	Title:	Managing Director

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

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

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

	NAGANO FUNDING ULC

	By:	/s/ Shehzeen Ahmed
	Name:	Shehzeen Ahmed
	Title:	Authorized Signatory

	By:
	Name:
	Title:

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

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

	[NAME OF LENDER] Trinitas CLO II, LTD.

	By:	/s/ Gibran Mahmud
	Name:	Gibran Mahmud
	Title:	Chief Investment Officer of Triumph Capital Advisors, LLC as Asset Manager

	[By:
	Name:
	Title:¹

¹ If second signature line is required.

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

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

	[NAME OF LENDER] Trinitas CLO III, LTD.

	By:	/s/ Gibran Mahmud
	Name:	Gibran Mahmud
	Title:	Chief Investment Officer of Triumph Capital Advisors, LLC as Asset Manager

	[By:
	Name:
	Title:¹

¹ If second signature line is required.

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

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

	Mt. Whitney Securities, LLC

	By:	/s/ Charles C Williams Jr
	Name:	Charles C Williams Jr
	Title:	Operations Manager

	By:
	Name:
	Title:

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

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

	Wells Fargo Advantage Multi-Sector Income Fund

	By:	/s/ Charles C Williams Jr
	Name:	Charles C Williams Jr
	Title:	Operations Manager

	By:
	Name:
	Title:

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

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

	Wells Fargo Advantage Strategic Income Fund

	By:	/s/ Charles C Williams Jr
	Name:	Charles C Williams Jr
	Title:	Operations Manager

	By:
	Name:
	Title:

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

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

	Floating Rate Loan Fund, a series of 525
	Market Street Fund, LLC
	by: Wells Capital Management, Investment Advisor

	By:	/s/ Charles C Williams Jr
	Name:	Charles C Williams Jr
	Title:	Operations Manager

	By:
	Name:
	Title:

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

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

	Western Alliance Bank

	By:	/s/ Roharn Medifar
	Name:	Roharn Medifar
	Title:	Vice President

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

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

	York CLO-1 Ltd.

	By:	/s/ Rizwan Akhter
	Name:	Rizwan Akhter
	Title:	Authorized Signatory

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

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

	SUNRISE PARTNERS LIMITED PARTNERSHIP
	By: Paloma Partners Management Company, general partner

	By:	/s/ Douglas W. Ambrose
	Name:	Douglas W. Ambrose
	Title:	Executive Vice President

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