SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.5

Execution Version

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT to the Credit Agreement referred to below, dated as of June 14, 2018 (this “Second Amendment”), by and among International Seaways, Inc., a Xxxxxxxx Islands corporation (“Holdings”), International Seaways Operating Corporation, a Xxxxxxxx Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower” and, together with the Administrative Borrower, the “Borrowers”), the other Guarantors (as defined in the Credit Agreement referred to below) party hereto, the Lenders (as defined in the Credit Agreement referred to below) party hereto, and Xxxxxxxxx Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used herein but not otherwise defined in this Second Amendment have the same meanings as specified in the Credit Agreement referenced below, as amended by this Second Amendment.

RECITALS

WHEREAS, the Borrowers, Holdings, the other Guarantors from time to time party thereto, the several Lenders from time to time party thereto, the Administrative Agent and the other parties thereto have entered into that certain Credit Agreement, dated as of June 22, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, including pursuant to that certain First Amendment to Credit Agreement, dated as of July 24, 2017, the “Credit Agreement”); and

WHEREAS, the Borrowers, Holdings, the other Guarantors, each Lender party hereto and the Administrative Agent have agreed to amend the Credit Agreement as hereinafter set forth;

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.          Amendments to Credit Agreement. The Credit Agreement is, effective as of the Second Amendment Effective Date, and subject to the satisfaction of the conditions precedent set forth in Section 3 below, hereby amended by (i) deleting the stricken text (indicated textually in the same manner as the following example: stricken text), and (ii) adding the double underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the amended Credit Agreement attached hereto as Exhibit A.

SECTION 2.          Representations and Warranties. In order to induce the Lenders party hereto to enter into this Second Amendment and to amend the Credit Agreement in the manner provided herein, each Loan Party hereby represents and warrants that:

(a)          the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the Second Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date).

(b)          both before and after giving effect to this Second Amendment, no Default or Event of Default shall have occurred and be continuing; and

(c)          this Second Amendment has been duly authorized, executed and delivered by each Loan Party party hereto and each of this Second Amendment and the Credit Agreement, as amended hereby, constitutes a legal, valid and binding obligation, enforceable against each Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.          Conditions of Effectiveness. The effectiveness of this Second Amendment (including the amendments contained in Section 1 hereof) are subject to the satisfaction of the following conditions (the date of satisfaction of such conditions being referred to herein as the “Second Amendment Effective Date”):

(a)          this Second Amendment shall have been duly executed by the Borrowers, Holdings, each other Guarantor, the Lenders constituting the Required Lenders (calculated immediately prior to the making of the Second Amendment Prepayment described below) and the Administrative Agent (which may include a copy transmitted by facsimile or PDF or other electronic method), and delivered to the Administrative Agent;

(b)          (i) prior to the Second Amendment Effective Date the Borrowers shall have made a Discounted Prepayment Offer to prepay (the “Second Amendment Prepayment Offer” and the principal amount of such Second Amendment Prepayment Offer being the “Second Amendment Prepayment Offer Amount”) Term Loans in an aggregate principal amount of not less than $60,000,000 in connection with the effectiveness of this Second Amendment in accordance with Section 2.22 of the Credit Agreement (as amended hereby), together with a premium equal to 1.00% of the aggregate principal amount of Terms Loan so prepaid (the “Second Amendment Prepayment Premium”), and shall have specified a settlement date for such Second Amendment Prepayment Offer of not later than the Second Amendment Effective Date and (ii) on or prior to the Second Amendment Effective Date, the Borrowers shall have settled the Second Amendment Prepayment Offer in accordance with Section 2.22 of the Credit Agreement (as amended hereby) and prepaid (or shall prepay substantially concurrently with the effectiveness of this Second Amendment) at an amount not less than the principal amount of Term Loans of all Lenders accepting such Second Amendment Prepayment Offer in an aggregate principal amount not exceeding the Second Amendment Prepayment Offer Amount (such settlement and prepayment, the “Second Amendment Prepayment”), the Second Amendment Prepayment Premium on such prepaid Term Loans and all accrued and unpaid interest, if any, on such prepaid Term Loans up to the settlement date of such prepayment, which Second Amendment Prepayment and the payment of such Second Amendment Prepayment Premium and of accrued and unpaid interest relating thereto may be funded with the cash proceeds of the Permitted Holdings Unsecured Second Amendment Debt;

(c)          the Borrowers shall have paid (or shall pay substantially concurrently with the effectiveness of this Second Amendment), by wire transfer of immediately available funds, to the Administrative Agent, for the benefit of each Lender that executes a counterpart hereof and delivers a copy of same to the Administrative Agent by no later than 12:00 noon, New York City time, on May 9, 2018, a consent fee in an amount equal to 1.00% of the aggregate principal amount of all Term Loans held by each such Lender on the Second Amendment Effective Date (but, for this purpose, calculated immediately after giving effect to the Second Amendment Prepayment (to the extent accepted by the respective Lenders) that is to occur substantially concurrently with the occurrence of the Second Amendment Effective Date), it being understood and agreed that the consent fee described in this clause (c) shall only be payable if the Second Amendment Effective Date occurs;

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(d)          the Borrowers shall have paid all other costs, fees, expenses and other amounts due and payable pursuant to the Loan Documents and any other fee due and payable to the Administrative Agent or any affiliate thereof as may have been separately agreed to by the Borrowers and the Administrative Agent or such affiliate in connection with this Second Amendment, including the reasonable fees and expenses of White & Case LLP;

(e)          the Administrative Agent and the Mortgage Trustee shall have received, in each case in form and substance reasonably satisfactory to the Administrative Agent and the Mortgage Trustee, an amendment to each Collateral Vessel Mortgage duly executed by the owner of the relevant Collateral Vessel giving effect to this Second Amendment, and evidence that such amendment has been duly recorded in accordance with the laws of the Applicable Flag Jurisdiction;

(f)          (i) all representations and warranties set forth in Section 2 of this Second Amendment shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the Second Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date), (ii) no Default shall have occurred and be continuing or would occur after giving effect to this Second Amendment, and (iii) the Administrative Agent shall have received an Officer’s Certificate of the Administrative Borrower, dated the Second Amendment Effective Date, certifying compliance with the preceding clauses (i) and (ii);

(g)          Holdings shall have incurred or issued at least $50,000,000 in Permitted Holdings Unsecured Second Amendment Debt and shall have contributed the Net Cash Proceeds from the first $50,000,000 of such incurrence or issuance to the Administrative Borrower as a cash common equity contribution; and

(h) simultaneously with the effectiveness of this Second Amendment, the supplemental agreement to the Sinosure Agreement and the related amending and restating deed, in each case necessary to permit the SPV VLCC Transactions, shall be effective.

SECTION 4.          Effects on Loan Documents.

(a)          Except as specifically amended herein or contemplated hereby, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b)          The execution, delivery and effectiveness of this Second Amendment shall not operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or any Agent under the Loan Documents.

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(c)          (i) Each Loan Party acknowledges and agrees that, on and after the Second Amendment Effective Date, this Second Amendment shall constitute a Loan Document for all purposes of the Credit Agreement (as amended by this Second Amendment) and (ii) each Loan Party hereby (A) agrees that all Obligations shall be guaranteed pursuant to the Guarantees in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, and that, notwithstanding the effectiveness of this Second Amendment, on and after the Second Amendment Effective Date, the Guarantees and the Liens created pursuant to the Security Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party, in each case after giving effect to this Second Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendment.

(d)          On and after the Second Amendment Effective Date, each reference in the Credit Agreement (as amended by this Second Amendment) to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Second Amendment, and this Second Amendment and the Credit Agreement as amended by this Second Amendment shall be read together and construed as a single instrument.

(e)          Nothing herein shall be deemed to entitle the Borrowers, Holdings nor the other Guarantors to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement as amended by this Second Amendment or any other Loan Document in similar or different circumstances.

SECTION 5.          Expense Reimbursement and Indemnification. Each Borrower hereby confirms that the expense reimbursement and indemnification provisions set forth in Section 11.03 of the Credit Agreement as amended by this Second Amendment shall apply to this Second Amendment and the transactions contemplated hereby.

SECTION 6.          Amendments; Severability.

(a)          This Second Amendment, (i) prior to the Second Amendment Effective Date, may not be amended except by an instrument in writing signed by the Loan Parties, the Administrative Agent and the Lenders and (ii) after the Second Amendment Effective Date, may not be amended nor may any provision hereof be waived except in accordance with the provisions of Section 11.02 of the Credit Agreement.

(b)          To the extent any provision of this Second Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Second Amendment in any jurisdiction.

SECTION 7.          Governing Law; Waiver of Jury Trial; Jurisdiction. THIS SECOND AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS SECOND AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 11.09(b), 11.09(c), 11.09(d) and 11.10 of the Credit Agreement as amended by this Second Amendment are incorporated herein by reference, mutatis mutandis.

SECTION 8.          Headings. Section headings in Second Amendment are included herein for convenience of reference only, are not part of this Second Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Second Amendment.

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SECTION 9.          Counterparts. This Second Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF or other electronic means shall have the same force and effect as manual signatures delivered in person.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

	HOLDINGS:
	INTERNATIONAL SEAWAYS, INC.
	By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title:   President and Chief Executive Officer
	BORROWERS:
	INTERNATIONAL SEAWAYS OPERATING CORPORATION
	By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title:   President
	OIN DELAWARE LLC
	By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title:   Manager

[Signature Page to Second Amendment to INSW Credit Agreement]

	GUARANTORS:
	1372 TANKER CORPORATION
	AFRICA TANKER CORPORATION
	ALCESMAR LIMITED
	ALCMAR LIMITED
	XXXXXX PRODUCT CORPORATION
	AMBERMAR PRODUCT CARRIER CORPORATION
	ANDROMAR LIMITED
	ANTIGMAR LIMITED
	ARIADMAR LIMITED
	ATALMAR LIMITED
	ATHENS PRODUCT TANKER CORPORATION
	AURORA SHIPPING CORPORATION
	BATANGAS TANKER CORPORATION
	CABO HELLAS LIMITED
	CABO SOUNION LIMITED
	CARIBBEAN TANKER CORPORATION
	XXXX PRODUCT CORPORATION
	CONCEPT TANKER CORPORATION
	DELTA AFRAMAX CORPORATION
	EIGHTH AFRAMAX TANKER
	CORPORATION
	EPSILON AFRAMAX CORPORATION,
	FIRST UNION TANKER CORPORATION
	FRONT PRESIDENT INC.
	GOLDMAR LIMITED
	HATTERAS TANKER CORPORATION
	JADEMAR LIMITED
	KATSURA TANKER CORPORATION
	KIMOLOS TANKER CORPORATION
	KYTHNOS CHARTERING CORPORATION
	LEYTE PRODUCT TANKER CORPORATION
	LUXMAR PRODUCT TANKER CORPORATION
	MAJESTIC TANKERS CORPORATION
	MAPLE TANKER CORPORATION
	MAREMAR PRODUCT TANKER CORPORATION
	MILOS PRODUCT TANKER CORPORATION
	MINDANAO TANKER CORPORATION
	By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title:   President

[Signature Page to Second Amendment to INSW Credit Agreement]

	MONTAUK TANKER CORPORATION
	OAK TANKER CORPORATION
	OCEANIA TANKER CORPORATION
	OIN CHARTERING, INC.
	OSG CLEAN PRODUCTS INTERNATIONAL, INC.
	OVERSEAS SHIPPING (GR) LTD.
	PEARLMAR LIMITED
	PETROMAR LIMITED
	REYMAR LIMITED
	RICH TANKER CORPORATION
	XXXXXXX TANKER CORPORATION
	ROSEMAR LIMITED
	RUBYMAR LIMITED
	SAKURA TRANSPORT CORP.
	SAMAR PRODUCT TANKER CORPORATION
	SERIFOS TANKER CORPORATION
	SEVENTH AFRAMAX TANKER CORPORATION
	XXXXXXX AFRAMAX CORPORATION
	SIFNOS TANKER CORPORATION
	SILVERMAR LIMITED
	SIXTH AFRAMAX TANKER CORPORATION
	SKOPELOS PRODUCT TANKER CORPORATION
	STAR CHARTERING CORPORATION
	THIRD UNITED SHIPPING CORPORATION
	TOKYO TRANSPORT CORP.
	URBAN TANKER CORPORATION
	VIEW TANKER CORPORATION
	By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title:   President
	INTERNATIONAL SEAWAYS SHIP MANAGEMENT LLC
	By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title:   President, Chief Executive Officer and Manager
	LIGHTERING LLC
	By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title:   Senior Vice President and Manager

[Signature Page to Second Amendment to INSW Credit Agreement]

	OSG SHIP MANAGEMENT (UK) LTD.
	By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title:   Director
	XXXXXXXXX FINANCE LLC, as Administrative Agent and as a Lender
	By:	/s/ J.R. Young
		Name: J.R. Young
		Title:   Senior Vice President

	APEX CREDIT CLO 2018 LTD., as Lender
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Managing Director
	APEX CREDIT CLO 2015-II LTD., as Lender
	By: Apex Credit Partners, its Asset Manager
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Managing Director
	APEX CREDIT CLO 2016 LTD., as Lender
	By:	Apex Credit Partners, its Asset Manager
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	APEX CREDIT CLO 2017 LTD., as Lender
	By: Apex Credit Partners, its Asset Manager
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Managing Director
	APEX CREDIT CLO 2017-II LTD., as Lender
	By:	Credit Partners LLC
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Managing Director
	ATRIUM IX, as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director
	ATRIUM VIII, as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	ATRIUM XI, as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director
	ATRIUM XII, as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	ATRIUM XIII, as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director
	BENEFIT STRET PARTNERS CLO II, LTD., as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signer

[Signature Page to Second Amendment to INSW Credit Agreement]

	BENEFIT STRET PARTNERS CLO V, LTD., as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signer
	BENEFIT STRET PARTNERS CLO VI, LTD., as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signer
	BENEFIT STRET PARTNERS CLO VII, LTD., as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signer
	BENEFIT STRET PARTNERS CLO VIII, LTD., as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signer

	BENEFIT STRET PARTNERS CLO X, LTD., as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signer

	BENEFIT STRET PARTNERS CLO XI, LTD., as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signer

[Signature Page to Second Amendment to INSW Credit Agreement]

	BENEFIT STRET PARTNERS CLO XIV, LTD., as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signer
	BLACK DIAMOND CLO 2013-1 LTD., as Lender
	By:	Black Diamond CLO 2013-1 Adviser, L.L.C. as its Collateral Manager
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Managing Principal
	BLACK DIAMOND CLO 2014-1 LTD., as Lender
	By:	Black Diamond CLO 2014-1 Adviser, L.L.C. as its Collateral Manager
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Managing Principal
	BLACK DIAMOND CLO 2015-1 DESIGNATED ACTIVITY COMPANY, as Lender
	By:	Black Diamond CLO 2015-1 Adviser, L.L.C. as its Collateral Manager
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Managing Principal

[Signature Page to Second Amendment to INSW Credit Agreement]

	BLACK DIAMOND CLO 2016-1 LTD., as Lender
	By:	Black Diamond CLO 2016-1 Adviser, L.L.C. as its Collateral Manager
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Managing Principal
	BLACK DIAMOND CLO 2017-1 LTD., as Lender
	By:	Black Diamond CLO 2017-1 Adviser, L.L.C. as its Collateral Manager
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Managing Principal

	BLACK DIAMOND CLO 2017-2 DESIGNATED ACTIVITY COMPANY, as Lender
	By:	Black Diamond CLO 2017-2 Adviser, L.L.C. as its Collateral Manager
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Managing Principal
	BLUE CROSS OF IDAHO HEALTH SERVICE, INC., as Lender
	By:	Seix Investment Advisors LLC, as Investment Manager
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Managing Principal

[Signature Page to Second Amendment to INSW Credit Agreement]

	CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, as Lender
	By:	Credit Suisse Asset Management, LLC, as investment manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Principal

	CANYON CAPITAL CLO 2012-1, LTD., as Lender
	BY:	Canyon Capital Advisors LLC, its Collateral Manager
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Authorized Signatory
	CANYON CAPITAL CLO 2014-1, LTD., as Lender
	BY:	Canyon Capital Advisors LLC, its Collateral Manager
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Authorized Signatory
	CANYON CAPITAL CLO 2014-2, LTD., as Lender
	By:	Canyon Capital Advisors LLC, its Collateral Manager
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Authorized Signatory

[Signature Page to Second Amendment to INSW Credit Agreement]

	CANYON CAPITAL CLO 2015-1, LTD., as Lender
	By:	Canyon Capital Advisors LLC, its Collateral Manager
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Authorized Signatory
	CANYON CAPITAL CLO 2016-1, LTD., as Lender
	By:	Canyon CLO Advisors LLC, its Collateral Manager
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Authorized Signatory

	CANYON CAPITAL CLO 2016-2, LTD., as Lender
	By:	Canyon CLO Advisors LLC, its Collateral Manager
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Authorized Signatory

	CANYON CAPITAL CLO 2017-1, LTD., as Lender
	By:	Canyon CLO Advisors LLC, its Collateral Manager
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Authorized Signatory

[Signature Page to Second Amendment to INSW Credit Agreement]

	CITI LOAN FUNDING BR 534 LLC, as Lender
	By:	Citibank, N.A.
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Associate Director
	CITI LOAN FUNDING BR MUST LLC, as Lender
	By:	Citibank, N.A.
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Associate Director
	BCA LOAN FUNDING LLC, as Lender
	By:	Citibank, N.A.
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Associate Director

	CITY NATIONAL ROCHDALE FIXED INCOME OPPORTUNITIES FUND, as Lender
	By:	Seix Investment Advisors LLC, as Subadviser
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	XXXXXX OPPORTUNITY FUNDS, L.P., as Lender
	By:	Xxxxxx Capital Partner, L.P., its investment manager
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	General Counsel

	XXXXXXX OPPORTUNITIES FUND, LP, as Lender
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Principal & Head Trader, Xxxxxxx Capital Management, LP

	ALTAIR GLOBAL CREDIT OPPORTUNITIES FUND (A), LLC, as Lender
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Principal & Head Trader, Xxxxxxx Capital Management, XX

	XXXXXXX UNIVERSITY, as Lender
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Principal & Head Trader, Xxxxxxx Capital Management, LP

[Signature Page to Second Amendment to INSW Credit Agreement]

	CREDIT SUISSE FLOATING RATE TRUST, as Lender
	By:	Credit Suisse Asset Management, LLC, as its Investment Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	CREDIT SUISSE STRATEGIC INCOME FUND, as Lender
	By:	Credit Suisse Asset Management, LLC, as its Investment Advisor
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	CVP CASCADE CLO-1 LTD., as Lender
	By:	CVP CLO Manager, LLC as Investment Manager
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Portfolio Manager
	CVP CASCADE CLO-2 LTD., as Lender
	By:	CVP CLO Manager, LLC as Investment Manager
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Portfolio Manager

[Signature Page to Second Amendment to INSW Credit Agreement]

	CVP CLO 2017-1 LTD., as Lender
	By:	CVP CLO Advisors, LLC as Investment Manager
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Partner
	CVP CLO 2017-2 LTD., as Lender
	By:	CVP CLO Advisors, LLC as Investment Manager
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Partner

	DOLLAR SENIOR LOAN FUND, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Investment Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	XXXXXXXXX CLO management LLC ON BEHALF OF: XXXXXXXXX CLO I, LTD. XXXXXXXXX CLO II, LTD. XXXXXXXXX CLO III, LTD., as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Portfolio Manager

[Signature Page to Second Amendment to INSW Credit Agreement]

	ERIE INDEMNITY COMPANY, as Lender
	By:	Credit Suisse Asset Management, LLC, as Investment Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	ERIE INSURANCE EXCHANGE, as Lender
	By:	Credit Suisse Asset Management, LLC., as its Investment Manager For Erie Indemnity Company, as Attorney-In-Fact For Erie Insurance Exchange
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signatory

	ADVANCED SERIES TRUST-AST FI PYRAMIS QUANTITATIVE PORTFOLIO, FIAM LLC,
	By:	FIAM LLC as Investment Manager, as Lender
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	VP

[Signature Page to Second Amendment to INSW Credit Agreement]

	FIDELITY FLOATING RATE HIGH INCOME INVESTMENT TRUST,
	By:	For Fidelity Investments Canada ULC as Trustee Of Fidelity Floating Rate High Income Investment Trust, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signatory
	FIDELITY FLOATING RATE HIGH INCOME FUND
	By:	For Fidelity Investments Canada ULC as Trustee Of Fidelity Floating Rate High Income Fund, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signatory

	FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY FLOATING RATE CENTRAL FUND, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signatory

	FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY HIGH INCOME CENTRAL FUND 2, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signatory

[Signature Page to Second Amendment to INSW Credit Agreement]

	FIAM FLOATING RATE HIGH INCOME COMMINGLED POOL
	By:	Fidelity Institutional Asset Management Trust Company, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signatory

	FIAM LEVERAGED LOAN, LP
	By:	FIAM LLC as Investment Manager, as Lender
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	VP

	FIDELITY SUMMER STREET TRUST: FIDELITY SERIES FLOATING RATE HIGH INCOME FUND, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signatory

	FIDELITY SUMMER STREET TRUST: FIDELITY SERIES HIGH INCOME FUND, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signatory

[Signature Page to Second Amendment to INSW Credit Agreement]

	FIDELITY SUMMER STREET TRUST: FIDELITY HIGH INCOME FUND, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signatory

	FIDELITY INCOME FUND: FIDELITY TOTAL BOND FUND, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signatory

	FIDELITY QUALIFYING INVESTOR FUNDS PLC
	By:	FIAM LLC as Sub Advisor, as Lender
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	VP

	VARIABLE INSURANCE PRODUCTS FUND: FLOATING RATE HIGH INCOME PORTFOLIO, as Lender
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Authorized Signatory

	XXXXXXXX CLO 2013-2, LTD, as Lender
	By:	TCW Asset Management Company as Investment Manager
	By:	/s/ Xxxx Xxxx
		Name:	Xxxx Xxxx
		Title:	Senior Vice President

[Signature Page to Second Amendment to INSW Credit Agreement]

	If Second Signature is Required:
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Senior Vice President

	XXXXXXXX CLO 2014-1, LTD, as Lender
	By:	TCW Asset Management Company as Investment Manager
	By:	/s/ Xxxx Xxxx
		Name:	Xxxx Xxxx
		Title:	Senior Vice President
	If Second Signature is Required:
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Senior Vice President

	FLATIRON FUNDING II, LLC, as Lender
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	President and CIO

	NEBRASKA INVESTMENT COUNCIL, as Lender
	By:	/s/ Hague Xxx Xxxxxx
		Name:	Hague Xxx Xxxxxx
		Title:	Authorized Signer

	KANSAS PUBLIC EMPLOYEES RETIRMENT SYSTEM, as Lender
	By:	/s/ Hague Xxx Xxxxxx
		Name:	Hague Xxx Xxxxxx
		Title:	Authorized Signer

[Signature Page to Second Amendment to INSW Credit Agreement]

	FRANKLIN TEMPLETPN SERIES II FUNDS - FRANKLIN FLOATING RATE II FUND, as Lender
	By:	/s/ Xxxxxxxx Xxx
		Name:	Xxxxxxxx Xxx
		Title:	Vice President

	FRANKLIN FLOATING RATE MASTER TRUST - FRANKLIN FLOATING RATE MASTER SERIES, as Lender
	By:	/s/ Xxxxxxxx Xxx
		Name:	Xxxxxxxx Xxx
		Title:	Vice President

	FRANKLIN INVESTORS SECURITIES TRUST - FRANKLIN FLOATING RATE DAILY ACCESS FUND, as Lender
	By:	/s/ Xxxxxxxx Xxx
		Name:	Xxxxxxxx Xxx
		Title:	Vice President

	COMMONWEALTH FIXED  INTEREST FUND 17, as Lender
	By:	/s/ Hague Xxx Xxxxxx
		Name:	Hague Xxx Xxxxxx
		Title:	Authorized Xxxxxx

	XXXXXXXX FLOATING RATE MASTER TRUST - FRANKLIN LOWER TIER FLOATING RATE FUND, as Lender
	By:	/s/ Hague Xxx Xxxxxx
		Name:	Hague Xxx Xxxxxx
		Title:	Authorized Signer

[Signature Page to Second Amendment to INSW Credit Agreement]

	FRANKLIN STRATEGIC SERIES-FRANKLIN STRATEGIC INCOME FUND, as Lender
	By:	/s/ Hague Xxx Xxxxxx
		Name:	Hague Xxx Xxxxxx
		Title:	Authorized Xxxxxx

	XXXXXXXX STRATEGIC INCOME FUND (CANADA), as Lender
	By:	/s/ Hague Xxx Xxxxxx
		Name:	Hague Xxx Xxxxxx
		Title:	Authorized Xxxxxx

	XXXXXXXX XXXXXXXXX VARIABLE INSURANCE TRUST-FRANKLIN STRATEGIC INCOME VIP FUND, as Lender
	By:	/s/ Hague Xxx Xxxxxx
		Name:	Hague Xxx Xxxxxx
		Title:	Authorized Xxxxxx

	XXXXXXXX INVESTORS SECURITIES TRUST-FRANKLIN LOW DURATION TOTAL RETURN FUND, as Lender
	By:	/s/ Hague Xxx Xxxxxx
		Name:	Hague Xxx Xxxxxx
		Title:	Authorized Signer

	government of guam retirement fund, as Lender
	By:	/s/ Xxx Xxxx
		Name:	Xxx Xxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	XXXXXX MACRO STRATEGIC LTD, as Lender
	By:	/s/ Xxxx Xxxxxxx
		Name:	Xxxx Xxxxxxx
		Title:	COO, Xxxxxx Capital Management, L.P. as Sole Director
	HOTCHKIS AND WILEY CAPITAL INCOME FUND, as Lender
	By:	/s/ Xxx Xxxx
		Name:	Xxx Xxxx
		Title:	Managing Director

	HOTCHKIS AND WILEY HIGH YIELD FUND FUND, as Lender
	By:	/s/ Xxx Xxxx
		Name:	Xxx Xxxx
		Title:	Managing Director

	JFIN CLO 2014-II LTD., as Lender
	By:	Apex Credit Partners LLC, as Portfolio Manager
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Managing Director
	JFIN CLO 2015 LTD., as Lender
	By:	Apex Credit Partners LLC, as Portfolio Manager
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	JFIN CLO 2014-LTD, as Lender
	By:	Apex Credit Partners LLC, as Portfolio Manager
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Managing Director

	OZLM XVII, Ltd., as Lender
	By:	OZ CLO Management LLC, its Collateral Manager
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO
	KP FIXED INCOME FUND, as Lender
	By:	Credit Suisse Asset Management, LLC, as Sub-Adviser For Xxxxxx Associates Inc., The Adviser For The KP Funds, The Trust For KP Fixed Income Fund
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	LIBERTY MUTUAL INSURANCE COMPANY, as Lender
	By:	/s/ Xxxxx Russian
		Name:	Xxxxx Russian
		Title:	Authorized Signatory

[Signature Page to Second Amendment to INSW Credit Agreement]

	LIBERTY MUTUAL RETIREMENT PLAN MASTER TRUST, as Assignee, as Lender
	By:	Liberty Mutual Group Asset Management Inc. Acting For And On Behalf Of Liberty Mutual Retirement Plan Master Trust
	By:	/s/ Xxxxx Russian
		Name:	Xxxxx Russian
		Title:	Authorized Signatory

	LINCOLN SQUARE FUNDING ULC, as Lender
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Authorized Signatory
	LORD XXXXXX BANK LOAN TRUST, as Lender
	By:	Lord Xxxxxx & Co LLC, as Investment Manager
	By:	/s/ Xxxxxxx Posner
		Name:	Xxxxxxx Posner
		Title:	Associate Portfolio Manager
	LORD XXXXXX FLOATING RATE FUND LTD., as Lender
	By:	Lord, Xxxxxx & Co LLC, as Investment Manager
	By:	/s/ Xxxxxxx Posner
		Name:	Xxxxxxx Posner
		Title:	Associate Portfolio Manager

[Signature Page to Second Amendment to INSW Credit Agreement]

	LORD XXXXXX INVESTMENT TRUST - LORD XXXXXX FLOATING RATE FUND, as Lender
	By:	Lord Xxxxxx & Co LLC, as Investment Manager
	By:	/s/ Xxxxxxx Posner
		Name:	Xxxxxxx Posner
		Title:	Associate Portfolio Manager

	MADISON PARK FUNDING X, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	MADISON PARK FUNDING XII, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director
	MADISON PARK FUNDING XIV, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	MADISON PARK FUNDING XIX, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Collateral Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	MADISON PARK FUNDING XV, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director
	MADISON PARK FUNDING XVI, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	MADISON PARK FUNDING XVII, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	MADISON PARK FUNDING XVIII, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Collateral Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	MADISON PARK FUNDING XX, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	MADISON PARK FUNDING XXI, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director
	MADISON PARK FUNDING XXII, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	MADISON PARK FUNDING XXIII, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Collateral Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	MADISON PARK FUNDING XXIV, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Collateral Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	MADISON PARK FUNDING XXV, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Collateral Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director
	METROPOLITAN WEST FLOATING RATE INCOME FUND, as Lender
	By:	Metropolitan West Asset Management as Investment Manager
	By:	/s/ Xxxx Xxxx
		Name:	Xxxx Xxxx
		Title:	Senior Vice President

[Signature Page to Second Amendment to INSW Credit Agreement]

	If Second Signature is Required:
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Senior Vice President

	MOUNTAIN VIEW CLO 2013-1 LTD., as Lender
	By:	Seix Investment Advisors LLC, as Collateral Manager
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Managing Director
	MOUNTAIN VIEW CLO 2014-1 LTD., as Lender
	By:	Seix Investment Advisors LLC, as Collateral Manager
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Managing Director
	MOUNTAIN VIEW CLO 2016-1 LTD., as Lender
	By:	Seix Investment Advisors LLC, as Collateral Manager
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	MOUNTAIN VIEW CLO 2017-2 LTD., as Lender
	By:	Seix Investment Advisors LLC, as Collateral Manager
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Managing Director

	MOUNTAIN VIEW CLO 2017-1 LTD., as Lender
	By:	Seix Investment Advisors LLC, as Collateral Manager
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Managing Director

	MOUNTAIN VIEW CLO IX LTD., as Lender
	By:	Seix Investment Advisors LLC, as Collateral Manager
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Managing Director
	MOUNTAIN VIEW CLO X LTD., as Lender
	By:	Seix Investment Advisors LLC, as Collateral Manager
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	MSD CREDIT OPPORTUNITY FUND, as Lender
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name:	Xxxxxxxx Xxxxxxx
		Title:	Managing Director

	NASSAU 2017-I LTD, as Lender
	By:	/s/ Xxxxx XxXxxxxx
		Name:	Xxxxx XxXxxxxx
		Title:	Senior Analyst
	NASSAU 2017-II LTD., as Lender
	By:	/s/ Xxxxx XxXxxxxx
		Name:	Xxxxx XxXxxxxx
		Title:	Senior Analyst
	NATIONAL ELECTRICAL BENEFIT FUND, as Lender
	By:	Lord Xxxxxx & Co LLC, as Investment Manager
	By:	/s/ Xxxxxxx Posner
		Name:	Xxxxxxx Posner
		Title:	Associate Portfolio Manager

	NATIONAL ELEVATOR INDUSTRY PENSION PLAN, as Lender
	By:	/s/ Xxx Xxxx
		Name:	Xxx Xxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	OHIO CASUALTY INSURANCE COMPANY, as Lender
	By:	/s/ Xxxxx Russian
		Name:	Xxxxx Russian
		Title:	Authorized Signatory
	ONE ELEVEN FUNDING I, LTD., as Lender
	By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director
	OZLM FUNDING II, LTD., as Lender
	By:	Och-Ziff Loan Management LP, its Portfolio Manager
	By:	Och-Ziff Loan Management LLC, its General Partner
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO
	OZLM FUNDING III, LTD., as Lender
	By:	Och-Ziff Loan Management LP, its Portfolio Manager
	By:	Och-Ziff Loan Management LLC, its General Partner
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO

[Signature Page to Second Amendment to INSW Credit Agreement]

	OZLM FUNDING IV, LTD. as Lender
	By:	Och-Ziff Loan Management LP, its Portfolio Manager
	By:	Och-Ziff Loan Management LLC, its General Partner
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO
	OZLM FUNDING, LTD., as Lender
	By:	OZ CLO Management LLC, its Portfolio Manager
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO
	OZLM IX, LTD., as Lender
	By:	Och-Ziff Loan Management LP, its Collateral Manager
		Och-Ziff Loan Management LLC, its General Partner
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO

[Signature Page to Second Amendment to INSW Credit Agreement]

	OZLM VI, LTD., as Lender
	By:	Och-Ziff Loan Management LP, its Asset Manager
	By:	Och-Ziff Loan Management LLC, its General Partner
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO
	OZLM VII, LTD., as Lender
	By:	Och-Ziff Loan Management LP, its Collateral Manager
	By:	Och-Ziff Loan Management LLC, its General Partner
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO
	OZLM VIII, LTD., as Lender
	By:	Och-Ziff Loan Management LP, its Collateral Manager
	By:	Och-Ziff Loan Management LLC, its General Partner
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO

[Signature Page to Second Amendment to INSW Credit Agreement]

	OZLM XI, LTD., as Lender
	By:	Och-Ziff Loan Management LP, its Collateral Manager
	By:	Och-Ziff Loan Management LLC, its General Partner
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO
	OZLM XII, LTD., as Lender
	By:	Och-Ziff Loan Management LP, its Collateral Manager
	By:	Och-Ziff Loan Management LLC, its General Partner
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO
	OZLM XIII, LTD., as Lender
	By:	Och-Ziff Loan Management LP, its Collateral Manager
	By:	Och-Ziff Loan Management LLC, its General Partner
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO

[Signature Page to Second Amendment to INSW Credit Agreement]

	OZLM XIV, LTD., as Lender
	By:	Och-Ziff Loan Management LP, its Collateral Manager
	By:	Och-Ziff Loan Management LLC, its General Partner
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO
	OZLM XV, LTD., as Lender
	By:	Och-Ziff Loan Management LP, its Collateral Manager
	By:	Och-Ziff Loan Management LLC, its General Partner
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO
	OZLM XVI, LTD., as Lender
	By:	OZ CLO Management LLC, its Successor Portfolio Manager
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO

[Signature Page to Second Amendment to INSW Credit Agreement]

	OZLM XXII, LTD., as Lender
	By:	OZ CLO Management LLC, its Collateral Manager
	By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	CFO
	PEERLESS INSURANCE COMPANY, as Lender
	By:
	By:	/s/ Xxxxx Russian
		Name:	Xxxxx Russian
		Title:	Authorized Signatory
	PONTUS HOLDINGS LTD., as Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Chief Financial Officer Quadrant Capital Advisors, Inc. Investment Advisor to Pontus Holdings Ltd.

	REDWOOD MASTER FUND, LTD., as Lender
	By:	Redwood Capital Management, LLC, its Investment Manager
	By:	/s/ Xxxxx Xxxxxxxxx
		Name:	Xxxxx Xxxxxxxxx
		Title:	Co-Chief Executive Officer

[Signature Page to Second Amendment to INSW Credit Agreement]

	REDWOOD OPPORTUNITY MASTER FUND, LTD., as Lender
	By:	Redwood Capital Management, LLC, its Investment Manager
	By:	/s/ Xxxxx Xxxxxxxxx
		Name:	Xxxxx Xxxxxxxxx
		Title:	Co-Chief Executive Officer

	SAFECO INSURANCE COMPANY OF AMERICA, as Lender
	By:	/s/ Xxxxx Russian
		Name:	Xxxxx Russian
		Title:	Authorized Signatory
	SAN DIEGO COUNTY EMPLOYEES RETIREMENT ASSOCIATION, as Lender
	By:	/s/ Xxx Xxxx
		Name:	Xxx Xxxx
		Title:	Managing Director
	SANTA XXXXXXX COUNTY EMPLOYEES RETIREMENT SYSTEM, as Lender
	By:	/s/ Xxx Xxxx
		Name:	Xxx Xxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	SEIX MULTI-SECTOR ABSOLUTE RETURN FUND L.P., as Lender
	By:	Seix Multi-Sector Absolute Return Fund GP LLC, In its Capacity as Sole General Partner
	By:	Seix Investment Advisors LLC, its Sole Member
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Managing Director

	SENIOR SECURED FLOATING RATE LOAN FUND, as Lender
	By:	Credit Suisse Asset Management, LLC, The Portfolio Manager For Propel Capital Corporation, The Manager For Senior Secured Floating Rate Loan Fund
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	SKANDINAVISKA ENSKILDA XXXXXX XX (PUBL) as Lender
	By:
	By:	/s/ Per Bjernekull
		Name:	Per Bjernekull
		Title:	General Manager
	If Second Signature is Required:
	By:	/s/ Xxxxxxx Xxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxx
		Title:	SVP

[Signature Page to Second Amendment to INSW Credit Agreement]

	XXXXXX CREEK CLO 2014-1R, LTD, as Lender
	By:	/s/ Xxxx XxXxxxxxxxxx
		Name:	Xxxx XxXxxxxxxxxx
		Title:	Senior Research Analyst
	XXXXXX CREEK CLO 2015-1, LTD, as Lender
	By:	/s/ Xxxx XxXxxxxxxxxx
		Name:	Xxxx XxXxxxxxxxxx
		Title:	Senior Research Analyst
	XXXXXX CREEK CLO 2016-1, LTD, as Lender
	By:	/s/ Xxxx XxXxxxxxxxxx
		Name:	Xxxx XxXxxxxxxxxx
		Title:	Senior Research Analyst

	XXXXXX CREEK CLO 2017-1, LTD, as Lender
	By:	/s/ Xxxx XxXxxxxxxxxx
		Name:	Xxxx XxXxxxxxxxxx
		Title:	Senior Research Analyst
	TCW CLO 2017-1, LTD., as Lender
	By:	/s/ Xxxx Xxxx
		Name:	Xxxx Xxxx
		Title:	Senior Vice President

[Signature Page to Second Amendment to INSW Credit Agreement]

	If Second Signature is Required:
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Senior Vice President

	TCW CLO 2018-1, LTD., as Lender
	By:	TCW Asset Management Company LLC as Asset Manager
	By:	/s/ Xxxx Xxxx
		Name:	Xxxx Xxxx
		Title:	Senior Vice President
	If Second Signature is Required:
	By:	/s/ Xxxx Xxxxx
		Name:
		Title:	Senior Vice President

	TEXAS COUNTY AND DISTRICT RETIREMENT SYSTEM, as Lender
	By:	/s/ Xxx Xxxx
		Name:	Xxx Xxxx
		Title:	Managing Director
	THE CITY OF NEW YORK GROUP TRUST, as Lender
	By:	Credit Suisse Asset Management, LLC. as its Manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	UNIVERSITY OF DAYTON, as Lender
	By:	/s/ Xxx Xxxx
		Name:	Xxx Xxxx
		Title:	Managing Director

	THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY, as Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	AVP & Senior Credit Analyst
	VENTURE 28A CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Venture Management II LLC
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE X CLO, LIMITED, as Lender
	By:	its Collateral Manager, MJX Venture Management LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director / Head of Trading

[Signature Page to Second Amendment to INSW Credit Agreement]

	VENTURE XII CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Venture Management LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE XIV CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Venture Management LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE XIX CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Asset Management LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE XV CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Asset Management LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director / Head of Trading

[Signature Page to Second Amendment to INSW Credit Agreement]

	VENTURE XVI CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Venture Management II LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE XVII CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Asset Management LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE XVIII CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Venture Management II LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE XX CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Venture Management LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director / Head of Trading

[Signature Page to Second Amendment to INSW Credit Agreement]

	VENTURE XXI CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Venture Management LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE XXII CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Venture Management II LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE XXIII CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Asset Management LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE XXIV CLO, LIMITED, LP, as Lender
	By:	its Investment Advisor MJX Asset Management LLC
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Managing Director / Head of Trading

[Signature Page to Second Amendment to INSW Credit Agreement]

	VENTURE XXIX CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Venture Management II LLC
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE XXV CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Asset Management LLC
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE XXVI CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Venture Management LLC
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE XXVII CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Venture Management II LLC
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Managing Director / Head of Trading

[Signature Page to Second Amendment to INSW Credit Agreement]

	VENTURE XXVIII CLO, LIMITED, as Lender
	By:	its Investment Advisor MJX Venture Management II LLC
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Managing Director / Head of Trading
	VENTURE XXX CLO, LIMITED, LP, as Lender
	By:	its Investment Advisor MJX Venture Management II LLC
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Managing Director / Head of Trading

	VIRTUS SEIX FLOATING RATE HIGH INCOME FUND, as Lender
	By:	Seix Investment Advisors LLC, as Subadviser
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Managing Director
	XXXX CLO 1, LIMITED, as Lender
	By:	XXXX CLO 1, Limited
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	XXXX CLO 2, LIMITED, as Lender
	By:	XXXX CLO 2, Limited
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Managing Director
	XXXX CLO 3, LIMITED, as Lender
	By:	XXXX CLO 3, Limited
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Managing Director
	XXXX CLO 5, LIMITED, as Lender
	By:	Xxxx Leveraged Loan Master Manager, LLC its Collateral Manager
	By:	Xxxx Group, LLC, its Sole Member
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

	XXXX CLO 6, LIMITED, as Lender
	By:	Xxxx Leveraged Loan Master Manager, LLC its Collateral Manager
	By:	Xxxx Group, LLC, its Sole Member
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Managing Director
	XXXX CLO 7, LIMITED, as Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Managing Director
	XXXX CLO 8, LIMITED, as Lender
	By:	Xxxx Leveraged Loan Master Manager, LLC its Collateral Manager
	By:	Xxxx Group, LLC, its Sole Member
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]