10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to         

Commission File Number        1-37836-1     

INTERNATIONAL SEAWAYS, INC.

(Exact name of registrant as specified in its charter)

Marshall Islands	98-0467117
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
600 Third Avenue, 39th Floor, New York, New York	10016
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 212-578-1600

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer x	Emerging growth company x
Non-accelerated filer ¨	Smaller reporting company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES x NO ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Symbol	Name of each exchange on which registered
Common Stock (no par value)	INSW	New York Stock Exchange
8.5% Senior Notes due 2023	INSW - PA	New York Stock Exchange

Former name, former address and former fiscal year, if changed since last report

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date. The number of shares outstanding of the issuer’s common stock as of May 8, 2019: common stock, no par value 29,222,068 shares.

INTERNATIONAL SEAWAYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

DOLLARS IN THOUSANDS

(UNAUDITED)

	March 31,			December 31,
	2019			2018
ASSETS
Current Assets:
Cash and cash equivalents	$	79,537		$	58,313
Voyage receivables, including unbilled of $85,103 and $87,725		95,818			94,623
Other receivables		3,872			5,246
Inventories		4,122			3,066
Prepaid expenses and other current assets		9,008			5,912
Current portion of derivative asset		151			460
Total Current Assets		192,508			167,620
Restricted cash		57,618			59,331
Vessels and other property, less accumulated depreciation of $322,003 and $307,051		1,320,642			1,330,795
Deferred drydock expenditures, net		19,114			16,773
Total Vessels, Deferred Drydock and Other Property		1,339,756			1,347,568
Investments in and advances to affiliated companies		267,518			268,322
Long-term derivative asset		104			704
Operating lease right-of-use assets		30,570			-
Other assets		2,996			5,056
Total Assets	$	1,891,070		$	1,848,601
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities	$	33,234		$	23,008
Current portion of operating lease liabilities		8,348			-
Current installments of long-term debt		57,680			51,555
Current portion of derivative liability		1,188			707
Total Current Liabilities		100,450			75,270
Long-term operating lease liabilities		19,512			-
Long-term debt		747,955			759,112
Long-term derivative liability		2,862			1,922
Other liabilities		2,304			2,442
Total Liabilities		873,083			838,746
Commitments and contingencies
Equity:
Capital - 100,000,000 no par value shares authorized; 29,199,074 and 29,184,501 shares issued and outstanding		1,309,881			1,309,269
Accumulated deficit		(258,588	)		(269,485	)
		1,051,293			1,039,784
Accumulated other comprehensive loss		(33,306	)		(29,929	)
Total Equity		1,017,987			1,009,855
Total Liabilities and Equity	$	1,891,070		$	1,848,601

See notes to condensed consolidated financial statements

2

INTERNATIONAL SEAWAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

(UNAUDITED)

	Three Months Ended
	March 31,
	2019			2018
Shipping Revenues:
Pool revenues, including $41,160 and $12,769 received from companies accounted for by the equity method	$	67,637		$	35,514
Time and bareboat charter revenues		5,520			7,913
Voyage charter revenues		28,717			8,551
		101,874			51,978
Operating Expenses:
Voyage expenses		7,845			3,177
Vessel expenses		30,538			36,658
Charter hire expenses		17,185			8,623
Depreciation and amortization		18,929			17,624
General and administrative		6,773			6,029
Provision for credit losses		1,298			-
Third-party debt modification fees		30			-
(Gain)/loss on disposal of vessels and other property		(48	)		6,573
Total operating expenses		82,550			78,684
Income/(loss) from vessel operations		19,324			(26,706	)
Equity in income of affiliated companies		8,070			8,340
Operating income/(loss)		27,394			(18,366	)
Other income		1,036			679
Income/(loss) before interest expense and income taxes		28,430			(17,687	)
Interest expense		(17,533	)		(11,621	)
Income/(loss) before income taxes		10,897			(29,308	)
Income tax provision		-			(8	)
Net income/(loss)	$	10,897		$	(29,316	)
Weighted Average Number of Common Shares Outstanding:
Basic		29,181,233			29,106,180
Diluted		29,223,187			29,106,180
Per Share Amounts:
Basic and diluted net income/(loss) per share	$	0.37		$	(1.01	)

See notes to condensed consolidated financial statements

3

INTERNATIONAL SEAWAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

DOLLARS IN THOUSANDS

(UNAUDITED)

	Three Months Ended
	March 31,
	2019			2018
Net income/(loss)	$	10,897		$	(29,316	)
Other comprehensive (loss)/income, net of tax:
Net change in unrealized losses on cash flow hedges		(3,178	)		7,470
Defined benefit pension and other postretirement benefit plans:
Net change in unrecognized prior service costs		(26	)		(41	)
Net change in unrecognized actuarial losses		(173	)		(388	)
Other comprehensive (loss)/income, net of tax		(3,377	)		7,041
Comprehensive income/(loss)	$	7,520		$	(22,275	)

See notes to condensed consolidated financial statements

4

INTERNATIONAL SEAWAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

DOLLARS IN THOUSANDS

(UNAUDITED)

	Three Months Ended
	March 31,
	2019			2018
Cash Flows from Operating Activities:
Net Income/(loss)	$	10,897		$	(29,316	)
Items included in net income/(loss) not affecting cash flows:
Depreciation and amortization		18,929			17,624
Amortization of debt discount and other deferred financing costs		1,765			1,250
Stock compensation, non-cash		761			629
Earnings of affiliated companies		(8,452	)		(8,425	)
Other – net		36			-
Items included in net income/(loss) related to investing and financing activities:
(Gain)/loss on disposal of vessels and other property, net		(48	)		6,573
Cash distributions from affiliated companies		2,050			6,212
Payments for drydocking		(4,438	)		(1,249	)
Insurance claims proceeds related to vessel operations		555			1,061
Changes in operating assets and liabilities:
(Increase)/decrease in receivables		(1,195	)		7,489
Decrease in deferred revenue		-			(918	)
Net change in inventories, prepaid expenses and other current assets, accounts payable, accrued expenses and other current and long-term liabilities		3,131			(5,384	)
Net cash provided by/(used in) operating activities		23,991			(4,454	)
Cash Flows from Investing Activities:
Expenditures for vessels and vessel improvements		(2,962	)		(1,911	)
Proceeds from disposal of vessels and other property, net		(82	)		57,430
Expenditures for other property		(208	)		(126	)
Investments in and advances to affiliated companies, net		478			869
Repayments of advances from affiliated companies		5,450			2,488
Net cash provided by investing activities		2,676			58,750
Cash Flows from Financing Activities:
Payments on debt		(6,764	)		(33,438	)
Cash paid to tax authority upon vesting of stock-based compensation		(149	)		(278	)
Other – net		(243	)		-
Net cash used in financing activities		(7,156	)		(33,716	)
Net increase in cash, cash equivalents and restricted cash		19,511			20,580
Cash, cash equivalents and restricted cash at beginning of year		117,644			70,606
Cash, cash equivalents and restricted cash at end of period	$	137,155		$	91,186

See notes to condensed consolidated financial statements

5

INTERNATIONAL SEAWAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

DOLLARS IN THOUSANDS

(UNAUDITED)

							Accumulated
							Other
				Accumulated			Comprehensive
	Capital			Deficit			Loss			Total
Balance at January 1, 2019	$	1,309,269		$	(269,485	)	$	(29,929	)	$	1,009,855
Net income		-			10,897			-			10,897
Other comprehensive loss		-			-			(3,377	)		(3,377	)
Forfeitures of vested restricted stock awards		(149	)		-			-			(149	)
Compensation relating to restricted stock awards		232			-			-			232
Compensation relating to restricted stock units awards		296			-			-			296
Compensation relating to stock option awards		233			-			-			233
Balance at March 31, 2019	$	1,309,881		$	(258,588	)	$	(33,306	)	$	1,017,987
Balance at January 1, 2018	$	1,306,606		$	(180,545	)	$	(40,407	)	$	1,085,654
Net loss		-			(29,316	)		-			(29,316	)
Other comprehensive income		-			-			7,041			7,041
Forfeitures of vested restricted stock awards		(366	)		-			-			(366	)
Compensation relating to restricted stock awards		192			-			-			192
Compensation relating to restricted stock units awards		254			-			-			254
Compensation relating to stock option awards		183			-			-			183
Balance at March 31, 2018	$	1,306,869		$	(209,861	)	$	(33,366	)	$	1,063,642

See notes to condensed consolidated financial statements

6

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 — Basis of Presentation:

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of International Seaways, Inc. (“INSW”), a Marshall Islands corporation, and its wholly owned subsidiaries. The Company owns and operates a fleet of 48 oceangoing vessels, including six vessels that have been chartered-in under operating leases and six vessels in which the Company has interests through its joint ventures, engaged primarily in the transportation of crude oil and refined petroleum products in the International Flag trade through its wholly owned subsidiaries. Unless the context indicates otherwise, references to “INSW”, the “Company”, “we”, “us” or “our”, refer to International Seaways, Inc. and its subsidiaries.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of the results have been included. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

The condensed consolidated balance sheet as of December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles in the United States for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

All intercompany balances and transactions within INSW have been eliminated. Investments in 50% or less owned affiliated companies, in which INSW exercises significant influence, are accounted for by the equity method.

Dollar amounts, except per share amounts, are in thousands.

Note 2 — Significant Accounting Policies:

Cash, cash equivalents and Restricted cash — Interest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are included in cash and cash equivalents. Restricted cash of $57,618 and $59,331 as of March 31, 2019 and December 31, 2018, respectively, represents legally restricted cash relating to the Company’s 2017 Term Loan Facility, Sinosure Credit Facility, ABN Term Loan Facility, and 10.75% Unsecured Subordinated Notes (See Note 9, “Debt”). Such restricted cash reserves are included in the non-current assets section of the condensed consolidated balance sheets.

Concentration of Credit Risk — Financial instruments that potentially subject the Company to concentrations of credit risk are voyage receivables due from charterers and pools in which the Company participates. With respect to voyage receivables, the Company limits its credit risk by performing ongoing credit evaluations. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the voyage receivables balance. We determine the allowance based on troubled accounts, historical experience, and other currently available evidence. Voyage receivables reflected in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 are net of an allowance for doubtful accounts of $1,325 and $27, respectively. The provisions for doubtful accounts for the three months ended March 31, 2019 and 2018 were $1,298 and $41, respectively. During the three months ended March 31, 2019 and 2018, the Company did not have any individual customers who accounted for 10% or more of its revenues apart from the pools in which it participates. The pools in which the Company participates accounted in aggregate for 85% and 88% of consolidated voyage receivables at March 31, 2019 and December 31, 2018, respectively.

Deferred finance charges — Finance charges, excluding original issue discount, incurred in the arrangement and/or amendments resulting in the modification of debt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the life of the related debt. Unamortized deferred finance charges of $379 and $413 relating to the 2017 Revolver Facility are included in other assets in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively. Unamortized deferred financing charges of $24,916 and $26,647 relating to the 2017 Term Loan Facility, Sinosure Credit Facility, ABN Term Loan Facility, 8.5% Senior Notes and 10.75% Subordinated Notes are included in long-term debt in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively. Interest expense relating to the amortization of deferred financing charges amounted to $1,230 and $656 for the three months ended March 31, 2019 and 2018, respectively.

7

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Revenue and expense recognition — The Company recognizes revenue in accordance with the provisions of ASC 606, Revenue from Contracts with Customers (ASC 606). The standard provides a unified model to determine how revenue is recognized. In doing so, the Company makes judgments including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each performance obligation. Revenues are recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

As the Company’s performance obligations are services which are received and consumed by its customers as it performs such services, revenues are recognized over time proportionate to the days elapsed since the service commencement compared to the total days anticipated to complete the service. The minimum duration of services is less than one year for each of the Company’s current contracts.

The Company’s contract revenues consist of revenues from time charters, bareboat charters, voyage charters and pool revenues.

Revenues from time charters are accounted for as fixed rate operating leases with an embedded technical management service component and are recognized ratably over the rental periods of such charters. Bareboat charters are accounted for as operating leases and the associated revenue is recognized ratably over the rental periods of such charters.

Voyage charters contain a lease component if the contract (i) specifies a specific vessel asset; and (ii) has terms that allow the charterer to exercise substantive decision-making rights, which have an economic value to the charterer and therefore allow the charterer to direct how and for what purpose the vessel is used. Voyage charter revenues and expenses are recognized ratably over the estimated length of each voyage. For a voyage charter which contains a lease component, revenue and expenses are recognized based on a lease commencement-to-discharge basis and the lease commencement date is the latter of discharge of the previous cargo or voyage charter contract signing. For voyage charters that do not have a lease component, revenue and expenses are recognized based on a load-to-discharge basis. Accordingly, voyage expenses incurred during a vessel’s positioning voyage to a load port in order to serve a customer under a voyage charter not containing a lease are considered costs to fulfill a contract and are deferred and recognized ratably over the load-to-discharge portion of the contract.

Under voyage charters, expenses such as fuel, port charges, canal tolls, cargo handling operations and brokerage commissions are paid by the Company whereas, under time and bareboat charters, such voyage costs are paid by the Company’s customers.

For the Company’s vessels operating in pools, revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter equivalent (“TCE”) basis in accordance with an agreed-upon formula. Accordingly, the Company accounts for its agreements with commercial pools as variable rate operating leases with an embedded technical management service component. For the pools in which the Company participates, management monitors, among other things, the relative proportion of the Company’s vessels operating in each of the pools to the total number of vessels in each of the respective pools and assesses whether or not the Company’s participation interest in each of the pools is sufficiently significant so as to determine that the Company has effective control of the pool.

Demurrage earned during a voyage charter represents variable consideration. The Company estimates demurrage at contract inception using either the expected value or most likely amount approaches. Such estimate is reviewed and updated over the term of the voyage charter contract.

On January 1, 2019, the Company adopted the provisions of ASU 2016-02, Leases (ASC 842). This standard provides lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under ASC 606 and both of the following conditions are met: (1) the timing and pattern of transfer of the non-lease components and associated lease component are the same; and (2) the lease component, if accounted for separately, would be classified as an operating lease. If lease and non-lease components are aggregated under this practical expedient, a lessor would account for the combined component as follows: if the non-lease components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606 as described above; otherwise, the entity must account for the combined component as an operating lease in accordance with ASC 842.

8

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company has elected the lessor practical expedient to aggregate non-lease components with the associated lease components and to account for the combined components as required by the practical expedient since its primary revenue streams described above meet the conditions required to adopt the practical expedient. Furthermore, the Company has performed a qualitative analysis of each of its primary revenue contract types to determine whether the lease component or the non-lease component is the predominant component of the contract. The Company concluded that the lease component is the predominant component for all of its primary revenue contract types as the lessee would ascribe more value to the control and use of the underlying vessel rather than to the technical services to operate the vessel which is an add-on service to the lessee. Accordingly, effective January 1, 2019, the Company’s primary revenue streams are accounted for as lease revenue under ASC 842, except for revenue from voyage charters that don’t meet the definition of a lease. Such contracts will continue to be accounted for as service revenue in accordance with the provisions of ASC 606.

Under ASC 842, lease revenue for fixed lease payments are recognized over the lease term on a straight-line basis and lease revenue for variable lease payments are recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. Initial direct costs are expensed over the lease term on the same basis as lease revenue.

See Note 14, “Revenue,” for additional disclosures on revenue recognition and the impact of adopting ASC 842 on January 1, 2019.

Leases — The Company currently has two major categories of lease contracts under which the Company is a lessee – chartered-in vessels and leased office and other space. Chartered-in vessels include bareboat charters which have a lease component only and time charters which have both lease and non-lease components. The lease component relates to the cost to a lessee to control the use of the vessel and the non-lease components relate to the cost to the lessee for the lessor to operate the vessel (technical management service components). For time charters-in, the Company has separated non-lease components from lease component and scoped out non-lease components from the application of ASC 842. For leased office and other space, the Company has elected the ASC 842 practical expedient to account for the lease and non-lease components as a single lease component as it is not practical to separate the insignificant non-lease components from the associated lease components for these types of leases. Further, ASC 842 also allows lessees to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases (i.e., leases with an original term of 12-months or less). Instead, a lessee may recognize the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. The accounting policy election for short-term leases is required to be made by class of underlying asset to which the right of use relates. The Company has elected not to apply ASC 842 to its portfolio of short-term leases existing on January 1, 2019 (see Note 15, “Leases,” for additional information with respect to the Company’s short-term leases).

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and long-term operating lease liabilities in the Company’s condensed consolidated balance sheets. The Company does not have finance leases. 

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any prepaid lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company makes significant judgements and assumptions to estimate its incremental borrowing rate that a lessee would have to pay to borrow on a 100% collateralized basis over a term similar to the lease term and in an amount equal to the lease payments in a similar economic environment. The Company performs the following steps in estimating its incremental borrowing rate: (i) gather observable debt yields of the Company’s recently issued debt facilities; and (ii) make adjustments to the yields of the actual debt facilities to reflect changes in collateral level, terms, the risk-free interest rate, and credit ratings. In addition, the Company performs sensitivity analyses to evaluate the impact of selected discount rates on the estimated lease liability.

9

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company makes significant judgements and assumptions to separate lease component from non-lease components of time charters of tanker vessels. For purposes of determining the standalone selling price of the vessel lease and technical management service components of the Company’s time charters, the Company concluded that the residual approach would be the most appropriate method to use given that vessel lease rates are highly variable depending on shipping market conditions, the duration of such charters, and the age of the vessel. The Company believes that the standalone transaction price attributable to the technical management service component is more readily determinable than the price of the lease component and, accordingly, the price of the service component is estimated using observable data (such as fees charged by third-party technical managers) and the residual transaction price is attributed to the vessel lease component.

See discussion above under revenue and expense recognition for the Company’s accounting policy on revenues from leases. See Note 15, “Leases,” for additional disclosures on leases and the impact of adopting ASC 842 on January 1, 2019.

Recently Adopted Accounting Standards —In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842), a standard that requires lessees to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. The requirements of this standard include a significant increase in required disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The FASB has issued several amendments and practical expedients to the standard, including clarifying guidance, transition relief on comparative reporting at adoption, the lessee practical expedient, which allows lessees, as an accounting policy election made by class of underlying asset, to choose not to separate non-lease components from lease components and instead combine the separate lease and non-lease components and account for them as a single lease components, the lessor practical expedient, which allows entities to choose to aggregate non-lease components with the associated lease components and to account for the combined components as required by the practical expedient, a practical expedient, which allows lessees to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases, and codification improvements to clarify that lessees and lessors are exempt from a certain interim disclosure requirement associated with adopting the new leases standard. The new standard is effective for us beginning January 1, 2019 and we adopted the standard using the modified retrospective transition approach, which allows the Company to recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption rather than restate our comparative prior year periods. Based on our analysis, the cumulative effect adjustment to the opening balance of accumulated deficit is zero because (i) we do not have any unamortized initial direct costs as of January 1, 2019 that need to be written off; (ii) we do not have any deferred gain or loss from our previous sale and operating leaseback transactions that need to be recognized; and (iii) the timing and pattern of revenue recognition under our revenue contracts that have lease and non-lease components is the same and even if accounted for separately, the lease component of such contracts would be considered operating leases. We elected certain available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. See Note 14, “Revenue” and Note 15, “Lease,” for further information and the impact of adopting ASC 842 on January 1, 2019.

In August 2018, the SEC issued a final rule that amends certain of its disclosure requirements. The amendments are intended to facilitate the disclosure of information to investors and simplify compliance without significantly changing the information provided to investors. The amendments require registrants to include a reconciliation of changes in stockholders’ equity in their interim financial statements. As a result, registrants will have to provide the reconciliation for both the year-to-date and quarterly periods as well as comparable periods in Form 10-Q, but only for the year-to-date periods in registration statements. While the amendments adopted in August 2018 are effective on November 5, 2018, the SEC staff issued a Compliance and Disclosure Interpretation (C&DI) that provides an extended transition period for companies to comply with the requirement to provide a reconciliation of changes in stockholders’ equity in their interim financial statements, allowing a registrant to not comply with that requirement until the Form 10-Q for the quarter that begins after November 5, 2018. Accordingly, the Company began providing the new interim reconciliations of shareholders’ equity required by the rule in the Form 10-Q for the three months ending March 31, 2019.

Recently Issued Accounting Standards — In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit losses (ASC 326), which amends the guidance on the impairment of financial instruments. The standard adds an impairment model known as the current expected credit loss (“CECL”) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity is required to recognize as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. Unlike the incurred loss models under existing standards, the CECL model does not specify a threshold for the recognition of an impairment allowance. Rather, an entity will recognize its estimate of expected credit losses for financial assets as of the end of the reporting period. Credit impairment will be recognized as an allowance or contra-asset rather than as a direct write-down of the amortized cost basis of a financial asset. However, the carrying amount of a financial asset that is deemed uncollectible will be written off in a manner consistent with existing standards. In November 2018, the FASB issued ASU 2018-19, Financial Instruments – Credit losses (ASC 326), which clarifies that operating lease receivables are not within the scope of ASC 326 and should instead be accounted for under the new leasing standard, ASC 842. The standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2019 and early adoption is permitted. We are in the process of evaluating financial assets on our balance sheet for potential credit losses under CECL model, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. Most of our voyage receivables are operating lease receivables which are out of the scope of ASC 326.

10

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In August 2018, the FASB issued ASU 2018-14, Defined Benefit Plans (ASC 715), which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. ASU 2018-14 adds requirements for an entity to disclose the following: (1) the weighted average interest crediting rates used in the entity’s cash balance pension plans and other similar plans; (2) a narrative description of the reasons for significant gains and losses affecting the benefit obligation for the period; and (3) an explanation of any other significant changes in the benefit obligation or plan assets that are not otherwise apparent in the other disclosures required by ASC 715. Further, the ASU removes guidance that requires the following disclosures: (1) the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year; (2) information about plan assets to be returned to the entity, including amounts and expected timing; (3) information about benefits covered by related-party insurance and annuity contracts and significant transactions between the plan and related parties; and (4) effects of a one-percentage-point change in the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement health care benefits. The standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2020 and early adoption is permitted. Management does not expect the adoption of this accounting standard to have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820), which changes the fair value measurement disclosure requirements. The new disclosure requirements are: (1) changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and (2) the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The eliminated disclosure requirements are: (1) transfers between Level 1 and Level 2 of the fair value hierarchy; and (2) policies related to valuation processes and the timing of transfers between levels of the fair value hierarchy. Under ASU 2018-13, entities are no longer required to estimate and disclose the timing of liquidity events for investments measured at fair value. Instead, the requirement to disclose such events applies only when they have been communicated to the reporting entities by the investees or announced publicly. The standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2019 and early adoption is permitted. Management does not expect the adoption of this accounting standard to have a material impact on the Company’s consolidated financial statements.

Note 3 — Earnings per Common Share:

Basic earnings per common share is computed by dividing earnings, after the deduction of dividends and undistributed earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period.

The computation of diluted earnings per share assumes the issuance of common stock for all potentially dilutive stock options and restricted stock units not classified as participating securities. Participating securities are defined by ASC 260, Earnings Per Share, as unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents and are included in the computation of earnings per share pursuant to the two-class method.

Weighted average shares of unvested restricted common stock considered to be participating securities totaled 47,501 and 38,938 for the three months ended March 31, 2019 and 2018, respectively. Such participating securities are allocated a portion of income, but not losses under the two-class method. As of March 31, 2019, there were 122,765 shares of restricted stock units and 400,785 stock options outstanding and considered to be potentially dilutive securities.

The components of the calculation of basic earnings per share and diluted earnings per share are as follows:

	Three Months Ended
	March 31,
	2019		2018
Net income/(loss)	$	10,897	$	(29,316	)
Weighted average common shares outstanding:
Basic		29,181,233		29,106,180
Diluted		29,223,187		29,106,180

11

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Reconciliations of the numerator of the basic and diluted earnings per share computations are as follows:

	Three Months Ended
	March 31,
	2019		2018
Net income/(loss) allocated to:
Common Stockholders	$	10,879	$	(29,316	)
Participating securities		18		-
	$	10,897	$	(29,316	)

For the three months ended March 31, 2019 and 2018 earnings per share calculations, there were 41,954 and 0 dilutive equity awards outstanding. Awards of 539,825 and 379,902 for the three months ended March 31, 2019 and 2018, respectively, were not included in the computation of diluted earnings per share because inclusion of these awards would be anti-dilutive.

Note 4 — Business and Segment Reporting:

The Company has two reportable segments: Crude Tankers and Product Carriers. The joint ventures with two floating storage and offloading service vessels are included in the Crude Tankers Segment. The joint venture with four LNG Carriers is included in Other. Adjusted income /(loss) from vessel operations for segment purposes is defined as (gain)/loss from vessel operations before general and administrative expenses, provision for credit losses, third-party debt modification fees, and income/(loss) on disposal of vessels and other property. The accounting policies followed by the reportable segments are the same as those followed in the preparation of the Company’s condensed consolidated financial statements.

Information about the Company’s reportable segments as of and for the three months ended March 31, 2019 and 2018 follows:

	Crude			Product
	Tankers			Carriers			Other			Totals
Three months ended March 31, 2019:
Shipping revenues	$	80,385		$	21,489		$	-		$	101,874
Time charter equivalent revenues		72,586			21,443			-			94,029
Depreciation and amortization		14,477			4,418			34			18,929
Loss/(gain) on disposal of vessels and other property		17			(65	)		-			(48	)
Adjusted income/(loss) from vessel operations		23,362			4,058			(43	)		27,377
Equity in income of affiliated companies		4,770			-			3,300			8,070
Investments in and advances to affiliated companies at March 31, 2019		139,832			12,703			114,983			267,518
Adjusted total assets at March 31, 2019		1,306,866			326,696			114,983			1,748,545
Expenditures for vessels and vessel improvements		2,955			7			-			2,962
Payments for drydockings		4,231			207			-			4,438
Three months ended March 31, 2018:
Shipping revenues	$	32,365		$	19,613		$	-		$	51,978
Time charter equivalent revenues		29,220			19,581			-			48,801
Depreciation and amortization		12,873			4,718			33			17,624
Loss/(gain) on disposal of vessels and other property		9,988			(3,415	)		-			6,573
Adjusted (loss)/income from vessel operations		(12,024	)		(2,411	)		331			(14,104	)
Equity in income of affiliated companies		5,575			-			2,765			8,340
Investments in and advances to affiliated companies at March 31, 2018		257,782			14,620			111,622			384,024
Adjusted total assets at March 31, 2018		1,041,597			363,175			111,248			1,516,020
Expenditures for vessels and vessel improvements		1,564			347			-			1,911
Payments for drydockings		1,249			-			-			1,249

12

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Reconciliations of time charter equivalent (“TCE”) revenues of the segments to shipping revenues as reported in the condensed statements of operations follow:

	Three Months Ended
	March 31,
	2019		2018
Time charter equivalent revenues	$	94,029	$	48,801
Add: Voyage expenses		7,845		3,177
Shipping revenues	$	101,874	$	51,978

Consistent with general practice in the shipping industry, the Company uses time charter equivalent revenues, which represents shipping revenues less voyage expenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter. Time charter equivalent revenues, a non-GAAP measure, provides additional meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure, because it assists Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance.

Reconciliations of adjusted income/(loss) from vessel operations of the segments to income/(loss) before income taxes, as reported in the condensed consolidated statements of operations follow:

	Three Months Ended
	March 31,
	2019			2018
Total adjusted income/(loss) from vessel operations of all segments	$	27,377		$	(14,104	)
General and administrative expenses		(6,773	)		(6,029	)
Provision for credit losses		(1,298	)		-
Third-party debt modification fees		(30	)		-
Gain/(loss) on disposal of vessels and other property		48			(6,573	)
Consolidated income/(loss) from vessel operations		19,324			(26,706	)
Equity in income of affiliated companies		8,070			8,340
Other income		1,036			679
Interest expense		(17,533	)		(11,621	)
Income/(loss) before income taxes	$	10,897		$	(29,308	)

Reconciliations of total assets of the segments to amounts included in the condensed consolidated balance sheets follow:

As of March 31,	2019		2018
Total assets of all segments	$	1,748,545	$	1,516,020
Corporate unrestricted cash and cash equivalents		79,537		53,472
Restricted cash		57,618		37,714
Other unallocated amounts		5,370		5,266
Consolidated total assets	$	1,891,070	$	1,612,472

13

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 5 — Vessels:

Vessel Impairments

The Company gave consideration as to whether events or changes in circumstances had occurred since December 31, 2018 that could indicate that the carrying amounts of the vessels in the Company’s fleet may not be recoverable as of March 31, 2019 and concluded that no such events or changes in circumstances had occurred to warrant a change in the assumptions utilized in the December 31, 2018 impairment tests of the Company’s fleet.

Note 6 — Equity Method Investments:

Investments in affiliated companies include joint ventures accounted for using the equity method. As of March 31, 2019, the Company had an approximate 50% interest in three joint ventures. One joint venture operates four LNG carriers (the “LNG Joint Venture”). The other two joint ventures - TI Africa Limited (“TI Africa”) and TI Asia Limited (“TI Asia”) - operate two Floating Storage and Offloading Service vessels that were converted from two ULCCs (collectively the “FSO Joint Venture”).

Investments in and advances to affiliated companies as reflected in the accompanying condensed consolidated balance sheet as of March 31, 2019 consisted of: FSO Joint Venture of $133,824, LNG Joint Venture of $114,983 and Other of $18,711 which primarily relates to working capital deposits that the Company maintains for commercial pools in which it participates.

As of March 31, 2019 and December 31, 2018, the maximum aggregate potential amount of future principal payments (undiscounted) relating to equity method investees secured bank debt and interest rate swap obligations that INSW could be required to make was $88,133 and $93,548, respectively, and the carrying value of the Company’s guaranty in the accompanying condensed consolidated balance sheets was $553 and $673, respectively.

A condensed summary of the results of operations of the joint ventures follows:

	Three Months Ended
	March 31,
	2019			2018
Shipping revenues	$	52,315		$	52,787
Ship operating expenses		(26,369	)		(28,292	)
Income from vessel operations		25,946			24,495
Other income		428			312
Interest expense		(10,276	)		(8,380	)
Income tax provision		(855	)		(996	)
Net income	$	15,243		$	15,431

Note 7 — Variable Interest Entities (“VIEs”):

As of March 31, 2019, the Company participates in six commercial pools and three joint ventures. One of the pools and the two FSO joint ventures were determined to be VIEs. The Company is not considered a primary beneficiary of either the pool or the joint ventures.

The following table presents the carrying amounts of assets and liabilities in the condensed consolidated balance sheet related to the VIEs as of March 31, 2019:

14

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Condensed Consolidated Balance Sheet
Investments in Affiliated Companies	$	136,577

In accordance with accounting guidance, the Company evaluated its maximum exposure to loss related to these VIEs by assuming a complete loss of the Company’s investment in these VIEs. The table below compares the Company’s liability in the condensed consolidated balance sheet to the maximum exposure to loss at March 31, 2019:

	Condensed Consolidated Balance Sheet		Maximum Exposure to Loss
Other Liabilities	$	553	$	224,711

In addition, as of March 31, 2019, the Company had approximately $13,298 of trade receivables from the pool that was determined to be a VIE. These trade receivables, which are included in voyage receivables in the accompanying condensed consolidated balance sheet, have been excluded from the above tables and the calculation of INSW’s maximum exposure to loss. The Company does not record the maximum exposure to loss as a liability because it does not believe that such a loss is probable of occurring as of March 31, 2019.

Note 8 — Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures:

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents and restricted cash— The carrying amounts reported in the consolidated balance sheets for interest-bearing deposits approximate their fair value.

Debt— The fair value of borrowings under the 2017 Term Loan Facility and the 8.50% Senior Notes is estimated based on quoted market prices. The carrying amount of the borrowings under Sinosure Credit Facility and the ABN Term Loan Facility approximates the fair value. The fair value of borrowing under the 10.75% Subordinated Notes is estimated using contractual cash flows discounted at the market yield as of March 31, 2019 for a debt instrument with a credit rating similar to that of the Company.

Interest rate swaps and caps— The fair values of interest rate swaps and caps are the estimated amounts that the Company would receive or pay to terminate the swaps or caps at the reporting date, which include adjustments for the counterparty’s or the Company’s credit risk, as appropriate, after taking into consideration any underlying collateral securing the swap or cap agreements. For interest rate caps and swaps, fair values are derived using valuation models that utilize the income valuation approach. These valuation models take into account contract terms such as maturity, as well as other inputs such as interest rate yield curves and creditworthiness of the counterparty.

ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements defines fair value and establishes a framework for measuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. In addition, the fair value of assets and liabilities should include consideration of non-performance risk, which for the liabilities described below includes the Company's own credit risk.

The levels of the fair value hierarchy established by ASC 820 are as follows:

Level 1- Quoted prices in active markets for identical assets or liabilities

Level 2- Quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3- Inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The estimated fair values of the Company’s financial instruments, other than derivatives that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows:

15

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Fair Value			Level 1			Level 2
March 31, 2019:
Cash and cash equivalents (1)	$	137,155		$	137,155		$	-
2017 Term Loan Facility		(469,599	)		-			(469,599	)
ABN Term Loan Facility		(25,856	)		-			(25,856	)
Sinosure Credit Facility		(287,390	)		-			(287,390	)
8.5% Senior Notes		(24,900	)		(24,900	)		-
10.75% Subordinated Notes		(30,707	)		-			(30,707	)
December 31, 2018:
Cash and cash equivalents (1)	$	117,644		$	117,644		$	-
2017 Term Loan Facility		(459,731	)		-			(459,731	)
ABN Term Loan Facility		(26,724	)		-			(26,724	)
Sinosure Credit Facility		(293,284	)		-			(293,284	)
8.5% Senior Notes		(22,960	)		(22,960	)		-
10.75% Subordinated Notes		(29,094	)		-			(29,094	)

⁽¹⁾ Includes non-current restricted cash of $57,618 and $59,331 at March 31, 2019 and December 31, 2018, respectively.

Derivatives

The Company manages its exposure to interest rate volatility risk by using derivative instruments.

Interest Rate Risk

The Company uses interest rate caps and swaps for the management of interest rate risk exposure associated with changes in LIBOR interest rate payments due on its credit facilities. INSW is party to an interest rate cap agreement (“Interest Rate Cap”) with a major financial institution covering a notional amount of $350,000 to limit the floating interest rate exposure associated with the 2017 Term Loan Facility. The Interest Rate Cap agreement is designated and qualified as a cash flow hedge and contains no leverage features. The Interest Rate Cap has a cap rate of 2.605% through the termination date of December 31, 2020. The Company is also party to a floating-to-fixed interest rate swap agreement (“Interest Rate Swap”) with a major financial institution covering the entire variable interest rate borrowings outstanding under the Sinosure Credit Facility that effectively converts the Company’s interest rate exposure under the Sinosure Credit Facility from a floating rate based on 3-month LIBOR to a fixed LIBOR rate of 2.99% through the termination date of March 21, 2022. The Interest Rate Swap agreement is designated and qualified as a cash flow hedge and contains no leverage features.

The Company has elected to apply hedge accounting and designated its interest rate cap and interest rate swap as cash flow hedges.

Tabular disclosure of derivatives location

Derivatives are recorded on a net basis by counterparty when a legal right of offset exists. The following table presents information with respect to the fair values of derivatives reflected in the March 31, 2019 and December 31, 2018 balance sheets on a gross basis by transaction:

16

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Amount		Location	Amount
March 31, 2019:
Derivatives designated as hedging instruments:
Interest rate cap:
Current portion	Current portion of derivative asset	$	151	Current portion of derivative liability	$	-
Long-term portion	Long-term derivative asset		104	Long-term derivative liability		-
Interest rate swaps:
Current portion	Current portion of derivative asset		-	Current portion of derivative liability		(1,188	)
Long-term portion	Long-term derivative asset		-	Long-term derivative liability		(2,862	)
Total derivatives designated as hedging instruments		$	255		$	(4,050	)
December 31, 2018:
Derivatives designated as hedging instruments:
Interest rate cap:
Current portion	Current portion of derivative asset	$	460	Current portion of derivative liability	$	-
Long-term portion	Long-term derivative asset		704	Long-term derivative liability		-
Interest rate swaps:
Current portion	Current portion of derivative asset		-	Current portion of derivative liability		(707	)
Long-term portion	Long-term derivative asset		-	Long-term derivative liability		(1,922	)
Total derivatives designated as hedging instruments		$	1,164		$	(2,629	)

The following tables present information with respect to gains and losses on derivative positions reflected in the condensed consolidated statements of operations or in the condensed consolidated statements of comprehensive income/(loss).

The effect of cash flow hedging relationships recognized in other comprehensive (loss)/income excluding amounts reclassified from accumulated other comprehensive loss, including hedges of equity method investees, for the three months ended March 31, 2019 and 2018 follows:

	Three Months Ended
	March 31,
	2019			2018
Interest rate swaps	$	(4,091	)	$	3,854
Interest rate cap		(908	)		1,012
Total other comprehensive (loss)/income	$	(4,999	)	$	4,866

The effect of cash flow hedging relationships on the condensed consolidated statement of operations is presented excluding hedges of equity method investees. The effect of the Company’s cash flow hedging relationships on the condensed consolidated statement of operations for the three months ended March 31, 2019 and 2018 follows:

	Three Months Ended
	March 31,
	2019		2018
Interest rate swaps	$	140	$	-
Interest rate cap		41		-
Total interest expense	$	181	$	-

See Note 13, “Accumulated Other Comprehensive Loss,” for disclosures relating to the impact of derivative instruments on accumulated other comprehensive loss.

17

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Fair Value Hierarchy

The following table presents the fair values, which are pre-tax, for assets and liabilities measured on a recurring basis (excluding investments in affiliated companies):

	Fair Value			Level 1		Level 2
Assets/(Liabilities) at March 31, 2019:
Derivative Assets (interest rate cap)	$	255		$	-	$	255	(1)
Derivative Liabilities (interest rate swaps)		(4,050	)		-		(4,050	)(1)
Assets/(Liabilities) at December 31, 2018:
Derivative Assets (interest rate cap)	$	1,164		$	-	$	1,164	(1)
Derivative Liabilities (interest rate swaps)		(2,629	)		-		(2,629	)(1)

(1) For interest rate caps and swaps, fair values are derived using valuation models that utilize the income valuation approach. These valuation models take into account contract terms such as maturity, as well as other inputs such as interest rate yield curves and creditworthiness of the counterparty and the Company.

Note 9 — Debt:

Debt consists of the following:

	March 31,			December 31,
	2019			2018
2017 Term Loan Facility, due 2022, net of unamortized discount and deferred finance costs of $18,672 and $20,032	$	445,703		$	444,344
ABN Term Loan Facility, due 2023, net of unamortized deferred finance costs of $785 and $845		25,071			25,879
Sinosure Credit Facility, due 2027 - 2028, net of unamortized deferred finance costs of $2,563 and $2,664		284,827			290,620
8.5% Senior Notes, due 2023, net of unamortized deferred finance costs of $1,339 and $1,402		23,661			23,598
10.75% Subordinated Notes, due 2023, net of unamortized deferred finance costs of $1,558 and $1,705		26,373			26,226
		805,635			810,667
Less current portion		(57,680	)		(51,555	)
Long-term portion	$	747,955		$	759,112

Capitalized terms used hereafter have the meaning given in these condensed consolidated financial statements or in the respective transaction documents referred to below, including subsequent amendments thereto.

Mandatory Annual Prepayments

The 2017 Term Loan Facility amortizes in quarterly installments equal to 1.25% of the original principal amount of $550,000 reduced by the $60,000 prepayment the Company made in 2018. The 2017 Term Loan Facility is also subject to additional mandatory annual prepayments in an aggregate principal amount of 75% of Excess Cash Flow, as defined in the credit agreement.

18

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Management estimated that it will have no Excess Cash Flow under the 2017 Term Loan Facility for the year ended December 31, 2019 based on the actual results of the three months ended March 31, 2019 and the projection for the remainder of 2019. Accordingly, there is currently no mandatory prepayment expected during the first quarter of 2020.

Debt Covenants

2017 Debt Facilities

As set forth in the 2017 Debt Facilities credit agreement, the 2017 Debt Facilities contain certain restrictions relating to new borrowings and INSW’s ability to receive cash dividends, loans or advances from ISOC and its subsidiaries that are Restricted Subsidiaries. As of March 31, 2019, permitted cash dividends that can be distributed to INSW by ISOC under the 2017 Term Loan Facility was $12,339.

The 2017 Debt Facilities have covenants to maintain the aggregate Fair Market Value (as defined in the credit agreement) of the Collateral Vessels at greater than or equal to $300,000 at the end of each fiscal quarter and to ensure that at any time, the outstanding principal amounts of the 2017 Debt Facilities and certain other secured indebtedness permitted under credit agreement minus the amount of unrestricted cash and cash equivalents does not exceed 65% of the aggregate Fair Market Value of the Collateral Vessels (as defined in the 2017 Debt Facilities) plus the aggregate Fair Market Value of certain joint venture equity interests and Gener8 Maritime Subsidiary VII, Inc. The Company had substantial headroom under this covenant as of March 31, 2019, with an estimated ratio of 39%.

Sinosure Credit Facility

Under the Sinosure Credit Facility, the Obligors (as defined in the Sinosure Credit Facility) are required to comply with various collateral maintenance and financial covenants, including with respect to:

(i) minimum security coverage, which shall not be less than 135% of the aggregate loan principal outstanding under the Sinosure Credit Facility. Any non-compliance with the minimum security coverage shall not constitute an event of default so long as within thirty days of such non-compliance, Gener8 Maritime Subsidiary VII, Inc. has either provided additional collateral or prepaid a portion of the outstanding loan balance to cure such non-compliance;

(ii) maximum consolidated leverage ratio, which shall not be greater than 0.60 to 1.00 on any testing date occurring on or after June 30, 2018;

(iii) minimum consolidated liquidity, under which unrestricted consolidated cash and cash equivalents shall be no less than $25,000 at any time and total consolidated cash and cash equivalents (including cash restricted under the Sinosure Credit Facility) shall not be less than the greater of $50,000 or 5.0% of Total Indebtedness (as defined in the Sinosure Credit Facility) or $9,000 (i.e., $1,500 per each VLCC securing the Sinosure Credit Facility); and

(iv) interest expense coverage ratio, which for Seaways Holding Corporation, shall not be less than 2.00 to 1.00 during the period commencing on July 1, 2018 through June 30, 2019 and will be calculated on a trailing six, nine and twelve-month basis from December 31, 2018, March 31, 2019 and June 30, 2019, respectively. For the Company, the interest expense coverage ratio shall not be less than 2.25 to 1.00 for the period commencing on July 1, 2019 through June 30, 2020 and no less than 2.50 to 1.00 for the period commencing on July 1, 2020 and thereafter and shall be calculated on a trailing twelve-month basis. No event of default under this covenant will occur if the failure to comply is capable of remedy and is remedied within thirty days of the Facility Agent giving notice to the Company or (if earlier) any Obligor becoming aware of the failure to comply, and (i) if such action is being taken with respect to a Test Date falling on or prior to December 31, 2020, then such remedy shall be in the form of cash and cash equivalents being (or having been) deposited by Seaways Holding Corporation to a restricted Minimum Liquidity Account within the thirty day period mentioned above in the manner and in the amounts required to remedy such breach as tested at the Seaways Holding Corporation level and (ii) if such action is being taken with respect to a Test Date falling on or after January 1, 2021, then any such remedy and the form of the same shall be considered and determined by the lenders under the Sinosure Credit Facility in their absolute discretion.

The Sinosure Credit Facility also requires the Company to comply with a number of covenants, including the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”); maintenance of flag and class of the collateral vessels; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on transactions with affiliates; and other customary covenants and related provisions.

19

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

ABN Term Loan Facility

The ABN Term Loan Facility requires Seaways Shipping Corporation to maintain a minimum unrestricted cash balance of $825 per vessel and a balance of $2,500 and up to $2,100 in a debt service reserve accounts and a dry dock reserve account, respectively, and provides for a restriction on dividends unless minimum unrestricted cash levels are maintained and Seaways Shipping Corporation is in compliance with its covenants. The ABN Term Loan Facility also has a vessel value maintenance clause that requires the Company to ensure that the fair market value of the Seaways Raffles is at all times not less than 150% of the outstanding principal amount of the loan.

The ABN Term Loan Facility also requires the Company to comply with a number of covenants, including the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with ERISA; maintenance of flag and class of the Seaways Raffles; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on the payment of dividends or other distributions; limitations on transactions with affiliates; and other customary covenants and related provisions.

The ABN Term Loan Facility also requires that the loan agreement be amended as soon as reasonably practical following the effective date of the loan to incorporate financial covenants (other than the vessel value maintenance covenant) included in other loan facilities or agreements evidencing indebtedness (with principal balances in excess of $50,000) to which the Company becomes a party, that are deemed to be materially more advantageous to the lenders under such agreements than those currently required by the ABN Term Loan Facility. The Company expects to execute such an amendment during the second quarter of 2019.

8.5% Senior Notes

The Indenture contains certain restrictive covenants, including covenants that, subject to certain exceptions and qualifications, restrict our ability to make certain payments if a default under the Indenture has occurred and is continuing or will result therefrom and require us to limit the amount of debt we incur, maintain a certain minimum net worth and provide certain reports. The Indenture also provides for certain customary events of default (subject, in certain cases, to receipt of notice of default and/or customary grace or cure periods).

Pursuant to the limitation on borrowings covenant, the Company shall not permit Total Borrowings (as defined in the Indenture) to equal or exceed 70% of Total Assets (as defined in the Indenture). The Company shall also ensure that Net Worth (defined as Total Assets, less Intangible assets and Total Borrowings, as defined in the Indenture) exceeds $600,000 pursuant to the Minimum Net Worth covenant.

10.75% Subordinated Notes

The Subordinated Notes Indenture contains covenants requiring the Company to maintain a minimum net worth similar to that required by the 8.5% Senior Notes. The Subordinated Notes Indenture also contains covenants restricting the ability of the Company and its subsidiaries to incur additional indebtedness, sell assets, incur liens, amend the 2017 Debt Facilities, enter into sale and leaseback transactions and enter into certain extraordinary transactions. In addition, the Subordinated Notes Indenture prohibits the Company from paying any dividends unless certain financial and other conditions are satisfied. The Subordinated Notes Indenture also contains events of default consistent with those under the 2017 Debt Facilities.

The Company was in compliance with the financial covenants under all of its debt facilities as of March 31, 2019.

Interest Expense

Total interest expense, including amortization of issuance and deferred financing costs (for additional information related to deferred financing costs see Note 2, “Significant Accounting Policies”), commitment, administrative and other fees for all of the Company’s debt facilities for the three months ended March 31, 2019 and 2018 was $17,226 and $11,361, respectively. Interest paid for the Company’s debt facilities for the three months ended March 31, 2019 and 2018 was $11,172 and $9,958, respectively.

20

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 10 — Taxes:

The Company derives substantially all of its gross income from the use and operation of vessels in international commerce. The Company’s entities that own and operate vessels are primarily domiciled in the Marshall Islands, which do not impose income tax on shipping operations. The Company also has or had subsidiaries in various jurisdictions that perform administrative, commercial or technical management functions. These subsidiaries are subject to income tax based on the services performed in countries in which their offices are located; current and deferred income taxes are recorded accordingly.

A substantial portion of income earned by the Company is not subject to income tax. With respect to subsidiaries not subject to income tax in their respective countries of incorporation, no deferred taxes are provided for the temporary differences in the bases of the underlying assets and liabilities for tax and accounting purposes.

As of March 31, 2019, the Company believes it will qualify for an exemption from U.S. federal income taxes under Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. Treasury Department regulations for 2019, so long as less than 50 percent of the total value of the Company’s stock is held by one or more shareholders who own 5% or more of the Company’s stock for more than half of the days of 2019.

The Marshall Islands impose tonnage taxes, which are assessed on the tonnage of certain of the Company’s vessels. These tonnage taxes are included in vessel expenses in the accompanying condensed consolidated statements of operations.

Note 11 — Related Parties:

Amounts payable to the Company’s former parent, Overseas Shipholding Group, Inc. (“OSG”), included in accounts payable, accrued expenses and other current liabilities in the condensed consolidated balance sheets, aggregate to $36 and $34 as of March 31, 2019 and December 31, 2018, respectively, and are related to a guarantee provided by OSG as described below.

The FSO Joint Venture is a party to a number of contracts: (a) the FSO Joint Venture is an obligor pursuant to a guarantee facility agreement dated as of July 14, 2017, by and among, the FSO Joint Venture, ING Belgium NV/SA, as issuing bank, and Euronav and INSW, as guarantors (the ‘‘Guarantee Facility’’); (b) the FSO Joint Venture is party to two service contracts with NOC (the ‘‘NOC Service Contracts’’) and (c) the FSO Joint Venture is a borrower under a $220,000 secured credit facility by and among TI Africa and TI Asia, as joint and several borrowers, ABN AMRO Bank N.V. and ING Belgium SA/NV, as Lenders, Mandated Lead Arrangers and Swap Banks, and ING Bank N.V., as Agent and as Security Trustee. INSW severally guarantees the obligations of the FSO Joint Venture pursuant to the Guarantee Facility.

The FSO Joint Venture drew down on a $220,000 credit facility in April 2018. The Company provided a guarantee for the $110,000 FSO Term Loan portion of the facility, which amortizes over the remaining terms of the NOC Service Contracts, which expire in July 2022 and September 2022. INSW’s guarantee of the FSO Term Loan has financial covenants that provide (i) INSW’s Liquid Assets shall not be less than the higher of $50,000 and 5% of Total Indebtedness of INSW, (ii) INSW shall have Cash of at least $30,000 and (iii) INSW is in compliance with the Loan to Value Test (as such capitalized terms are defined in the Company guarantee or in the case of the Loan to Value Test, as defined in the credit agreement underlying the Company’s 2017 Debt Facilities (see Note 9, “Debt”). As of March 31, 2019, and December 31, 2018, the maximum aggregate potential amount of future payments (undiscounted) that INSW could be required to make in relation to its equity method investees secured bank debt and interest rate swap obligations was $88,133 and $93,548, respectively, and the carrying value of the Company’s guaranty in the accompanying condensed consolidated balance sheets was $553 and $673, respectively.

INSW maintains a guarantee in favor of Qatar Liquefied Gas Company Limited (2) (‘‘LNG Charterer’’) relating to certain LNG Tanker Time Charter Party Agreements with the LNG Charterer and each of Overseas LNG H1 Corporation, Overseas LNG H2 Corporation, Overseas LNG S1 Corporation and Overseas LNG S2 Corporation (such agreements, the ‘‘LNG Charter Party Agreements,’’ and such guarantee, the ‘‘LNG Performance Guarantee’’). INSW will pay QGTC an annual fee of $100 until such time that QGTC ceases to provide a guarantee in favor of the LNG charterer relating to performance under the LNG Charter Party Agreements.

OSG continues to provide a guarantee in favor of the LNG Charterer relating to the LNG Charter Party Agreements (such guarantees, the ‘‘OSG LNG Performance Guarantee’’). INSW will indemnify OSG for liabilities arising from the OSG LNG Performance Guarantee pursuant to the terms of the Separation and Distribution Agreement. In connection with the OSG LNG Performance Guarantee, INSW will pay an annual fee of $145 to OSG for 2019. Such fee is subject to termination if OSG ceases to provide the OSG LNG Performance Guarantee.

21

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 12 — Capital Stock and Stock Compensation:

The Company accounts for stock-based compensation expense in accordance with the fair value method required by ASC 718, Compensation – Stock Compensation. Such fair value method requires share-based payment transactions to be measured according to the fair value of the equity instruments issued.

Management Compensation - Restricted Stock Units and Stock Options

There were no stock-based compensation awards granted during the three months ended March 31, 2019.

Share Repurchases

In connection with the settlement of vested restricted stock units, the Company repurchased 8,746 and 15,746 shares of common stock during the three months ended March 31, 2019 and 2018, respectively, at an average cost of $17.13 and $17.66, respectively, per share (based on the market prices on the dates of vesting) from certain members of management to cover withholding taxes. During April 2019, an additional 5,972 shares of common stock were repurchased from certain employees and members of management at an average cost of $17.14 per share in relation to restricted stock units that vested in March 2019.

On March 5, 2019, the Company’s Board of Directors approved a resolution reauthorizing the Company’s $30,000 stock repurchase program for another 24-month period ending March 5, 2021, on the open market or otherwise, in such quantities, at such prices, in such manner and on such terms and conditions as management determines is in the best interests of the Company. Shares owned by employees, directors and other affiliates of the Company will not be eligible for repurchase under this program without further authorization from the Board. No shares were acquired under repurchase programs during the three months ended March 31, 2019 and 2018.

Note 13 — Accumulated Other Comprehensive Loss:

The components of accumulated other comprehensive loss, net of related taxes, in the condensed consolidated balance sheets follow:

	March 31,			December 31,
	2019			2018
Unrealized losses on derivative instruments	$	(24,698	)	$	(21,520	)
Items not yet recognized as a component of net periodic benefit cost (pension plans)		(8,608	)		(8,409	)
	$	(33,306	)	$	(29,929	)

The changes in the balances of each component of accumulated other comprehensive loss, net of related taxes, during the three months ended March 31, 2019 and 2018 follow:

	Unrealized losses on cash flow hedges			Items not yet recognized as a component of net periodic benefit cost (pension plans)			Total
Balance as of December 31, 2018	$	(21,520	)	$	(8,409	)	$	(29,929	)
Current period change, excluding amounts reclassified from accumulated other comprehensive loss		(4,999	)		(199	)		(5,198	)
Amounts reclassified from accumulated other comprehensive loss		1,821			-			1,821
Total change in accumulated other comprehensive loss		(3,178	)		(199	)		(3,377	)
Balance as of March 31, 2019	$	(24,698	)	$	(8,608	)	$	(33,306	)
Balance as of December 31, 2017	$	(28,989	)	$	(11,418	)	$	(40,407	)
Current period change, excluding amounts reclassified from accumulated other comprehensive loss		4,866			(429	)		4,437
Amounts reclassified from accumulated other comprehensive loss		2,604			-			2,604
Total change in accumulated other comprehensive loss		7,470			(429	)		7,041
Balance as of March 31, 2018	$	(21,519	)	$	(11,847	)	$	(33,366	)

22

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Amounts reclassified out of each component of accumulated other comprehensive loss follow:

	Three Months Ended
	March 31,
Accumulated Other Comprehensive Loss Component	2019		2018		Statement of Operations Line Item
Unrealized losses on cash flow hedges:
Interest rate swaps entered into by the Company's equity method joint venture investees	$	1,640	$	2,604	Equity in income of affiliated companies
Interest rate swaps entered into by the Company's subsidiaries		140		-	Interest expense
Interest rate caps entered into by the Company's subsidiaries		41		-	Interest expense
	$	1,821	$	2,604	Total before and after tax

At March 31, 2019, the Company expects that it will reclassify $7,684 (gross and net of tax) of net losses on derivative instruments from accumulated other comprehensive loss to earnings during the next twelve months due to the payment of variable rate interest associated with floating rate debt of INSW’s equity method investees and the interest rate cap and swaps held by the Company.

See Note 8, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures,” for additional disclosures relating to derivative instruments.

Note 14 — Revenue:

The adoption of ASC 842 had no impact on shipping revenues for the three months ended March 31, 2019 as the timing and pattern of revenue recognition under our revenue contracts that have lease and non-lease components is the same even when accounted for separately under ASC 842 and ASC 606, respectively.

Revenue Recognition

The majority of the Company’s contracts for pool revenues, time and bareboat charter revenues, and voyage charter revenues are accounted for as lease revenue under ASC 842. The Company’s contracts with pools are cancellable with up to 90 days’ notice. As of March 31, 2019, five of the Company’s vessels are operating under six-month time charter contracts to customers with expiry dates ranging from June 2019 to July 2019. The Company’s contracts with customers for voyage charters are short term and vary in length based upon the duration of each voyage. Lease revenue for non-variable lease payments are recognized over the lease term on a straight-line basis and lease revenue for variable lease payments are recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. See Note 2, “Significant Accounting Policies,” for additional detail on the Company’s accounting policies regarding revenue recognition for leases.

23

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Lightering services provided by the Company’s Crude Tanker Lightering Business and voyage charter contracts that do not meet the definition of lease are accounted for as service revenues under ASC 606. In accordance with ASC 606, revenue is recognized when a customer obtains control of or consumes promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. See Note 2, “Significant Accounting Policies,” for additional detail on the Company’s accounting policies regarding service revenue recognition and costs to obtain or fulfill a contract.

The following table presents the Company’s revenues from leases accounted for under ASC 842 and revenues from services accounted for under ASC 606 for the three months ended March 31, 2019 and 2018:

	Crude		Product
	Tankers		Carriers		Other		Totals
Three months ended March 31, 2019:
Revenues from leases
Pool revenues	$	46,172	$	21,465	$	-	$	67,637
Time and bareboat charter revenues		5,520		-		-		5,520
Voyage charter revenues		7,620		24		-		7,644
Revenues from services
Voyage charter revenues
Lightering services		21,073		-		-		21,073
Total shipping revenues	$	80,385	$	21,489	$	-	$	101,874
Three months ended March 31, 2018:
Revenues from leases
Pool revenues	$	16,400	$	19,114	$	-	$	35,514
Time and bareboat charter revenues		7,418		495		-		7,913
Voyage charter revenues		3,448		4		-		3,452
Revenues from services
Voyage charter revenues
Lightering services		5,099		-		-		5,099
Total shipping revenues	$	32,365	$	19,613	$	-	$	51,978

Contract Balances

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers, and significant changes in contract assets and liabilities balances, associated with revenue from services accounted for under ASC 606. Balances related to revenues from leases accounted for under ASC 842 are excluded from the table below.

	Voyage receivables - Billed receivables		Contract assets (Unbilled voyage receivables)		Contract liabilities (Deferred revenues and off hires)
Opening balance as of January 1, 2019	$	6,632	$	1,931	$	-
Closing balance as of March 31, 2019		8,870		3,336		-
Revenue recognized in the period from:
Amounts included in contract liability at the beginning of the period	$	-	$	-	$	-

24

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

We receive payments from customers based on the distribution schedule established in our contracts. Contract assets relate to our conditional right to consideration for our completed performance under contracts and decrease when the right to consideration becomes unconditional or payments are received. Contract liabilities include payments received in advance of performance under contracts and are recognized when performance under the respective contract has been completed. Deferred revenues allocated to unsatisfied performance obligations will be recognized over time as the services are performed.

Performance Obligations

All of the Company's performance obligations, and associated revenue, are generally transferred to customers over time. The expected duration of services is less than one year. Reductions in revenues from performance obligations satisfied in previous periods recognized during the three months ended March 31, 2019 and 2018 were $483 and $41, respectively. These reductions to revenue were related to changes in estimates of performance obligations related to voyage charters.

Costs to Obtain or Fulfill a Contract

As of March 31, 2019, there were no unamortized deferred costs of obtaining or fulfilling a contract.

Note 15 — Leases:

The adoption of ASC 842 had a material impact in our condensed consolidated balance sheet due to the recognition of ROU assets and corresponding operating lease liabilities as disclosed below but did not have an impact in our lease expenses as disclosed below for the three months ended March 31, 2019. Certain amounts recorded for prepaid charter hire expenses associated with historical operating leases were reclassified to the newly captioned Operating lease right-of-use asset in the condensed consolidated balance sheet as of March 31, 2019. The expense for leases under the ASC 842 will continue to be classified in their historical statements of operations captions (primarily in Charter hire expenses, General and administrative, Voyage expenses, and Vessel expenses).

As permitted under ASC 842, the Company has elected not to apply the provisions of ASC 842 to short term leases, which include: (i) tanker vessels chartered-in where the duration of the charter was one year or less at inception; (ii) workboats employed in the Crude Tankers Lightering business which are cancellable upon 180 days’ notice; and (iii) short term leases of office and other space.

Contracts under which the Company is a Lessee

The Company currently has two major categories of leases – chartered-in vessels and leased office and other space. The expenses recognized during the three months ended March 31, 2019 for the lease component of these leases are as follows:

		Three Months Ended
	Statement of Operations Line Item	March 31, 2019
Operating lease cost
Vessel assets	Charter hire expenses	$	3,657
Office and other space	General and administrative		249
	Voyage expenses		42
Short-term lease cost
Vessel assets (1)	Charter hire expenses		2,227
Office and other space	General and administrative		29
	Voyage expenses		26
	Vessel expenses		5
Total lease cost		$	6,235

⁽¹⁾ Excludes vessels spot chartered-in under operating leases and employed in the Crude Tankers Lightering business for periods of less than one month each, totaling $6,628, including both lease and non-lease components.

25

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Supplemental cash flow information related to leases was as follows:

	Three Months Ended
	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for operating leases	$	3,873

Supplemental balance sheet information related to leases was as follows:

	March 31, 2019
Operating lease right-of-use assets	$	30,570
Current portion of operating lease liabilities	$	(8,348	)
Long-term operating lease liabilities		(19,512	)
Total operating lease liabilities	$	(27,860	)
Weighted average remaining lease term - operating leases		4.39 years
Weighted average discount rate - operating leases		7.36	%

1. Charters-in of vessel assets:

As of March 31, 2019, INSW had commitments to charter in four MR and two Aframax vessels. All of the charters-in, of which the two Aframaxes are bareboat charters with expiry dates ranging from December 2023 to March 2024 and the four MRs are time charters with expiry dates ranging from June 2019 to July 2019, are accounted for as operating leases. The Company’s time charters contain renewal options to extend the leases for 12 to 18 months. The Company’s bareboat charters contain purchase options commencing in the first quarter of 2021. As of March 31, 2019, the Company has determined that the above options are not yet reasonably certain of being exercised. Lease liabilities related to time charters-in vessels exclude estimated days that the vessels will not be available for employment due to drydock because the Company does not pay charter hire when time chartered-in vessels are not available for its use.

Payments of lease liabilities and related number of operating days under these operating leases as of March 31, 2019 and December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019) are as follows:

Bareboat Charters-in:

At March 31, 2019	Amount			Operating Days
2019	$	4,730			550
2020		6,295			732
2021		6,278			730
2022		6,278			730
2023		4,532			556
Total lease payments		28,113			3,298
less imputed interest		(4,161	)
Total operating lease liabilities	$	23,952

Bareboat Charters-in:

At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)	Amount		Operating Days
2019	$	6,278		730
2020		6,295		732
2021		6,278		730
2022		6,278		730
2023		4,782		556
Net minimum lease payments	$	29,911		3,478

26

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Time Charters-in:

At March 31, 2019	Amount			Operating Days
2019	$	1,428			345
Total lease payments		1,428			345
less imputed interest		(11	)
Total operating lease liabilities	$	1,417

Time Charters-in:

At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)	Amount			Operating Days
2019	$	12,934	(1)		1,421
Net minimum lease payments	$	12,934			1,421

⁽¹⁾ Includes non-lease components totaling approximately $5,530 related to the Company’s time charters, which are accounted for under ASC 842 effective January 1, 2019 and therefore excluded from the operating lease liability, and approximately $3,615 related to short term leases of workboats employed in the Crude Tankers Lightering business that are not in scope of ASC 842 based on the Company’s accounting policy election.

2. Office and other space:

The Company has operating leases for office and lightering workboat dock space. These leases have expiry dates ranging from December 2020 to August 2021.

Payments of lease liabilities for office and other space as of March 31, 2019 and December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019) are as follows:

Office and other space:

At March 31, 2019	Amount
2019	$	874
2020		1,166
2021		665
Total lease payments		2,705
less imputed interest		(214	)
Total operating lease liabilities	$	2,491

Office and other space:

At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)	Amount
2019	$	1,219
2020		1,152
2021		665
Net minimum lease payments	$	3,036

Contracts under which the Company is a Lessor

See Note 14, “Revenue,” for discussion on the Company’s revenues from operating leases accounted for under the lease guidance (ASC 842).

27

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The future minimum revenues, before reduction for brokerage commissions, expected to be received on non-cancelable time charters and the related revenue days as of March 31, 2019 and December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019) are as follows:

At March 31, 2019	Amount		Revenue Days
2019	$	4,086		312
Future minimum revenues	$	4,086		312

At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)	Amount		Revenue Days
2019	$	2,587		221
Future minimum revenues	$	2,587		221

Future minimum revenues do not include (i) the Company’s share of time charters entered into by the pools in which it participates, and (ii) the Company’s share of time charters entered into by the joint ventures, which the Company accounts for under the equity method. Revenues from a time charter are not generally received when a vessel is off-hire, including time required for normal periodic maintenance of the vessel. In arriving at the minimum future charter revenues, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.

Note 16 — Contingencies:

INSW’s policy for recording legal costs related to contingencies is to expense such legal costs as incurred.

Multi-Employer Plans

The Merchant Navy Officers Pension Fund (“MNOPF”) is a multi-employer defined benefit pension plan covering British crew members that served as officers on board INSW’s vessels (as well as vessels of other owners). The trustees of the plan have indicated that, under the terms of the High Court ruling in 2005, which established the liability of past employers to fund the deficit on the Post 1978 section of MNOPF, calls for further contributions may be required if additional actuarial deficits arise or if other employers liable for contributions are not able to pay their share in the future. As the amount of any such assessment cannot currently be reasonably estimated, no reserves have been recorded for this contingency in INSW’s consolidated financial statements as of March 31, 2019. The next deficit valuation is as of March 31, 2019 and is expected to be completed later in 2019.

The Merchant Navy Ratings Pension Fund (“MNRPF”) is a multi-employer defined benefit pension plan covering British crew members that served as ratings (seamen) on board INSW’s vessels (as well as vessels of other owners) more than 20 years ago. Participating employers include current employers, historic employers that have made voluntary contributions, and historic employers such as INSW that have made no deficit contributions. Calls for contributions may be required if additional actuarial deficits arise or if other employers liable for contributions are unable to pay their share in the future. INSW’s reserve for our share of the scheme deficit based on the last deficit valuation was £57 ($75) as of March 31, 2019, which is due for payment in October 2019. The next deficit valuation is due March 31, 2020.

Galveston Accident

In late September 2017, an industrial accident at a dock facility in Galveston, Texas resulted in fatalities to two temporary employees (the “decedents”) of a subsidiary of the Company. In accordance with law, an investigation of the accident was conducted by the Occupational Safety and Health Administration and local law enforcement. The subsidiary cooperated in providing requested information to investigators, and to date, no citations or other adverse enforcement actions have been issued to and/or taken against the subsidiary. 

28

INTERNATIONAL SEAWAYS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Additionally, two wrongful death lawsuits (the “lawsuits”) relating to the accident, each of which claims damages in excess of $25,000, were filed in state court in Texas (Harris County District Court) and identified the subsidiary as one of several defendants. The lawsuits have been settled as to most of the original defendants, with the exception of the subsidiary, and the remaining disputes were removed to federal court in Houston, Texas (Southern District) in January 2018. The subsidiary has filed its answer to those complaints, generally denying the allegations and stating certain affirmative defenses. The subsidiary has filed a motion for summary judgment seeking dismissal of all claims being asserted against it in the lawsuits based on its position that it was the decedents’ borrowing employer, and therefore has tort immunity under the Longshore and Harbor Workers’ Compensation Act, 33 U.S.C. §§ 900-950. The motion for summary judgment is currently pending and awaiting the federal court’s decision, but it cannot be predicted when a decision will be issued. There is currently no trial setting in the case. The Company and the subsidiary intend to continue vigorously defending the lawsuits. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved. Accordingly, the Company is currently unable to predict the ultimate timing or outcome of, or to reasonably estimate the possible loss or a range of possible loss resulting from, the lawsuits.

Further, certain of the other original defendants in the wrongful death/personal injury actions (the “T&T Defendants”) made demands to the subsidiary and its insurers for contractual defense, indemnity and additional insured coverage for all claims being asserted against the T&T Defendants arising out of the incident, including all amounts paid by the T&T Defendants in settlement of those claims, as well as its costs of defense. The subsidiary and its excess insurers filed an action for declaratory judgment in federal court in Texas (Southern District) seeking judgment that they did not owe contractual indemnification obligations to the T&T Defendants. In July 2018 the federal court overseeing the declaratory judgment action issued an order dismissing the case on the basis that it lacked subject-matter jurisdiction to hear the dispute. This was not a decision on the merits of the underlying contractual dispute. The subsidiary and its excess insurers filed an appeal of that decision in the U.S. Fifth Circuit Court of Appeals. In the meantime, the T&T Defendants filed a new lawsuit in a Texas state court to assert their contractual claims against the subsidiary and its insurers, which the defendants then removed to federal court in Houston, Texas. In early 2019, a settlement of the T&T Defendants’ claims against the subsidiary and its insurers was reached, and funding of same has been issued by the subsidiary’s insurers. Pursuant to the terms of the settlement, all litigation concerning these claims has been dismissed with prejudice.

Finally, in February 2018, the subsidiary and its insurers settled three “bystander” claims made by crewmembers aboard a vessel under charter to the subsidiary for alleged emotional and other personal injuries. The subsidiary has initiated arbitration in Houston, Texas against the employer of the bystanders to seek full recovery of this payment pursuant to indemnity provisions in the charter between the subsidiary and the employer. The arbitration is currently underway, and any eventual recovery will be for the benefit of the subsidiary’s insurers.

Legal Proceedings Arising in the Ordinary Course of Business

The Company is a party, as plaintiff or defendant, to various suits in the ordinary course of business for monetary relief arising principally from personal injuries, wrongful death, collision or other casualty and to claims arising under charter parties and other contract disputes. A substantial majority of such personal injury, wrongful death, collision or other casualty claims against the Company are covered by insurance (subject to deductibles not material in amount). Each of the claims involves an amount which, in the opinion of management, should not be material to the Company’s financial position, results of operations and cash flows.

29

INTERNATIONAL SEAWAYS, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward looking statements. Such forward-looking statements represent the Company’s reasonable expectation with respect to future events or circumstances based on various factors and are subject to various risks and uncertainties and assumptions relating to the Company’s operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors, many of which are beyond the control of the Company, that could cause the Company’s actual results to differ materially from those indicated in these statements. Undue reliance should not be placed on any forward-looking statements and consideration should be given to the following factors when reviewing any such statement. Such factors include, but are not limited to:

· the highly cyclical nature of INSW’s industry;

· fluctuations in the market value of vessels;

· declines in charter rates, including spot charter rates or other market deterioration;

· an increase in the supply of vessels without a commensurate increase in demand;

· the impact of adverse weather and natural disasters;

· the adequacy of INSW’s insurance to cover its losses, including in connection with maritime accidents or spill events;

· constraints on capital availability;

· changing economic, political and governmental conditions in the United States and/or abroad and general conditions in the oil and natural gas industry;

· changes in fuel prices;

· acts of piracy on ocean-going vessels;

· terrorist attacks and international hostilities and instability;

· the impact of public health threats and outbreaks of other highly communicable diseases;

· the effect of the Company’s indebtedness on its ability to finance operations, pursue desirable business operations and successfully run its business in the future;

· the Company’s ability to generate sufficient cash to service its indebtedness and to comply with debt covenants;

· the Company’s ability to make additional capital expenditures to expand the number of vessels in its fleet, and to maintain all of its vessels and to comply with existing and new regulatory standards;

· the availability and cost of third party service providers for technical and commercial management of the Company’s fleet;

· fluctuations in the contributions of the Company’s joint ventures to its profits and losses;

· the Company’s ability to renew its time charters when they expire or to enter into new time charters;

· termination or change in the nature of the Company’s relationship with any of the commercial pools in which it participates and the ability of such commercial pools to pursue a profitable chartering strategy;

· competition within the Company’s industry and INSW’s ability to compete effectively for charters with companies with greater resources;

· the loss of a large customer or significant business relationship;

· the Company’s ability to realize benefits from its past acquisitions or acquisitions or other strategic transactions it may make in the future;

· increasing operating costs and capital expenses as the Company’s vessels age, including increases due to limited shipbuilder warranties or the consolidation of suppliers;

· the Company’s ability to replace its operating leases on favorable terms, or at all;

· changes in credit risk with respect to the Company’s counterparties on contracts;

· the failure of contract counterparties to meet their obligations;

· the impact of the discontinuance of LIBOR after 2021 on interest rates of our debt that reference LIBOR;

· the Company’s ability to attract, retain and motivate key employees;

· work stoppages or other labor disruptions by employees of INSW or other companies in related industries;

· unexpected drydock costs;

30

INTERNATIONAL SEAWAYS, INC.

· the potential for technological innovation to reduce the value of the Company’s vessels and charter income derived therefrom;

· the impact of an interruption in or failure of the Company’s information technology and communication systems upon the Company’s ability to operate;

· seasonal variations in INSW’s revenues;

· government requisition of the Company’s vessels during a period of war or emergency;

· the Company’s compliance with complex laws, regulations and in particular, environmental laws and regulations, including those relating to ballast water treatment and the emission of greenhouse gases and air contaminants, including from marine engines;

· any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery or corruption;

· the impact of litigation, government inquiries and investigations;

· governmental claims against the Company;

· the arrest of INSW’s vessels by maritime claimants;

· changes in laws, treaties or regulations, including those relating to environmental and security matters; and

· changes in worldwide trading conditions, including the impact of tariffs and other restrictions on trade and the impact that Brexit might have on global trading parties.

The Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q and written and oral forward-looking statements attributable to the Company or its representatives after the date of this Quarterly Report on Form 10-Q are qualified in their entirety by the cautionary statement contained in this paragraph and in other reports hereafter filed by the Company with the Securities and Exchange Commission.

General:

We are a provider of ocean transportation services for crude oil and refined petroleum products. We operate our vessels in the International Flag market. Our business includes two reportable segments: Crude Tankers and Product Carriers. For the three months ended March 31, 2019 and 2018, we derived 77% and 60%, respectively, of our TCE revenues from our Crude Tankers segment. Revenues from our Product Carriers segment constituted the balance of our TCE revenues for both periods.

As of March 31, 2019, we owned or operated an International Flag fleet of 48 vessels aggregating 7.1 million deadweight tons (“dwt”) and 864,800 cubic meters (“cbm”), including six vessels that have been chartered-in under operating leases. Our fleet includes VLCC, Suezmax, Aframax and Panamax crude tankers and LR1, LR2 and MR product carriers. Through joint ventures, we have ownership interests in two FSO service vessels and four LNG Carriers (together the “JV Vessels”).

The Company’s revenues are highly sensitive to patterns of supply and demand for vessels of the size and design configurations owned and operated by the Company and the trades in which those vessels operate. Rates for the transportation of crude oil and refined petroleum products from which the Company earns a substantial majority of its revenues are determined by market forces such as the supply and demand for oil, the distance that cargoes must be transported, and the number of vessels expected to be available at the time such cargoes need to be transported. The demand for oil shipments is significantly affected by the state of the global economy, levels of U.S. domestic and international oil production and OPEC exports. The number of vessels is affected by newbuilding deliveries and by the removal of existing vessels from service, principally through storage, scrappings or conversions. The Company’s revenues are also affected by the mix of charters between spot (voyage charter) and long-term (time or bareboat charter). Because shipping revenues and voyage expenses are significantly affected by the mix between voyage charters and time charters, the Company manages its vessels based on TCE revenues. Management makes economic decisions based on anticipated TCE rates and evaluates financial performance based on TCE rates achieved. Other than the JV Vessels, the Company’s revenues are derived predominantly from spot market voyage charters and those vessels are predominantly employed in the spot market via market-leading commercial pools. We derived 94% and 84% of our total TCE revenues in the spot market for the three months ended March 31, 2019 and 2018, respectively.

The following is a discussion and analysis of our financial condition as of March 31, 2019 and results of operations for the three months periods ended March 31, 2019 and 2018. You should consider the foregoing when reviewing the condensed consolidated financial statements and this discussion and analysis. You should read this section together with the condensed consolidated financial statements, including the notes thereto. This Quarterly Report on Form 10-Q includes industry data and forecasts that we have prepared based, in part, on information obtained from industry publications and surveys. Third-party industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. In addition, certain statements regarding our market position in this report are based on information derived from internal market studies and research reports. Unless we state otherwise, statements about the Company’s relative competitive position in this report are based on our management's beliefs, internal studies and management's knowledge of industry trends.

31

INTERNATIONAL SEAWAYS, INC.

All dollar amounts are in thousands, except daily dollar amounts and per share amounts.

Operations and Oil Tanker Markets:

The Company’s revenues are highly sensitive to patterns of supply and demand for vessels of the size and design configurations owned and operated by the Company and the trades in which those vessels operate. Rates for the transportation of crude oil and refined petroleum products from which the Company earns a substantial majority of its revenues are determined by market forces such as the supply and demand for oil, the distance that cargoes must be transported and the number of vessels expected to be available at the time such cargoes need to be transported. The demand for oil shipments is significantly affected by the state of the global economy, levels of U.S. domestic and international production and OPEC exports. The number of vessels is affected by newbuilding deliveries and by the removal of existing vessels from service, principally through storage, scrappings or conversions. The Company’s revenues are also affected by the mix of charters between spot (voyage charter) and long-term (time or bareboat charter). Because shipping revenues and voyage expenses are significantly affected by the mix between voyage charters and time charters, the Company manages its vessels based on TCE revenues. Management makes economic decisions based on anticipated TCE rates and evaluates financial performance based on TCE rates achieved.

The International Energy Agency (“IEA”) estimates global oil consumption for the first quarter of 2019 at 99.6 million barrels per day (“b/d”), an increase of 1.1 million b/d, or 1.1%, over the same quarter in 2018. The estimate for global oil consumption for 2019 is 100.6 million b/d, an increase of 1.4% over 2018. OECD demand in 2019 is estimated to increase by 0.8% to 48.1 million b/d, while non-OECD demand is estimated to increase by 1.9% to 52.5 million b/d.

Global oil production in the first quarter of 2019 reached 99.7 million b/d, an increase of 0.9% from the first quarter of 2018. OPEC crude oil production averaged 30.5 million b/d in the first quarter of 2019, a decrease of 1.6 million b/d from the fourth quarter of 2018, and a decrease of 1.6 million b/d from the first quarter of 2018. Non-OPEC production increased by 2.5 million b/d to 63.6 million b/d in the first quarter of 2019 compared with the first quarter of 2018. Oil production in the U.S. in the first quarter of 2019 was unchanged from the fourth quarter of 2018 at 11.9 million b/d, and 1.9 million b/d higher than in the first quarter of 2018.

U.S. refinery throughput increased by 0.2 million b/d to 17.1 million b/d in the first quarter of 2019 compared with the first quarter of 2018. U.S. crude oil imports in the first quarter of 2019 decreased by 0.5 million b/d to 7.5 million b/d compared with the first quarter of 2018, with imports from OPEC countries decreasing by 0.4 million b/d, a 15.6% decrease from the first quarter of 2018.

Chinese crude oil imports were 10.23 million b/d in February, slightly down from the record 10.4 million b/d in November 2018, and March imports declined to 9.26 million b/d, as refinery maintenance decreased crude oil demand, although still 0.4% higher than March 2018 imports.

During the first quarter of 2019, the tanker fleet of vessels over 10,000 deadweight tons (“dwt”) increased by 12.6 million dwt as the crude fleet increased by 11.0 million dwt, with VLCCs, Suezmaxes and Aframaxes growing by 5.7 million dwt, 2.3 million dwt and 3.0 million dwt, respectively. The product carrier fleet expanded by 1.6 million dwt with LR1s growing by 0.3 million dwt and MRs increasing by 1.3 million dwt. Year over year, the size of the tanker fleet increased by 18.9 million dwt with the largest increases in the VLCC, Aframax, MR and Suezmax sectors, while Panamaxes saw modest growth in the fleet size.

Between the end of the fourth quarter of 2018 and the end of the first quarter of 2019, the crude tanker orderbook decreased by 10.2 million dwt overall. The crude tanker orderbook declined by 8.7 million dwt, with VLCCs, Suezmaxes and Aframaxes declining by 2.9 million dwt, 1.9 million dwt and 3.9 million dwt, respectively. The product tanker orderbook declined by 1.5 million dwt with LR1s declining by 0.3 million dwt and MRs declining by 1.2 million dwt. The large decrease in the tanker orderbook reflects the heavy delivery of newbuildings during the first quarter and little new ordering activity.

Between the end of the first quarter of 2018 and the end of the first quarter of 2019, the total tanker orderbook declined by 15.1 million dwt, with declines in all sectors: VLCC 5.8 million dwt, Suezmax 1.2 million dwt, Aframax 6.2 million dwt, LR1 0.4 million dwt and MR 1.5 million dwt.

Crude tanker rates in the first quarter of 2019 were down from the strong rates achieved in the fourth quarter of 2018, as newbuilding deliveries and OPEC cuts negatively impacted supply and demand. VLCC rates were buoyed by strong US exports, while Suezmax rates saw greater declines. Panamax and MR rates were relatively strong compared with the fourth quarter of 2018 driven by demand. Rates across the board are somewhat weaker due to extended refinery maintenance as refiners prepare for upcoming IMO 2020-related changes.

32

INTERNATIONAL SEAWAYS, INC.

Update on Critical Accounting Policies:

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Company to make estimates in the application of its accounting policies based on the best assumptions, judgments and opinions of management. For a description of all of the Company’s material accounting policies, see Note 2, “Summary of Significant Accounting Policies,” to the Company’s consolidated financial statements as of and for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K. See Note 2, “Significant Accounting Policies,” to the accompanying condensed consolidated financial statements for any changes or updates to the Company’s critical accounting policies for the current period.

Results from Vessel Operations:

During the first quarter of 2019, results from vessel operations increased by $46,030 to income of $19,324 from a loss of $26,706 in the first quarter of 2018. This improvement primarily resulted from higher TCE revenues, lower vessel expenses and a $6,621 decrease in losses on disposal of vessels and other property, partially offset by a $1,298 charge for provisions for credit losses and an increase in charter hire expenses, which was principally attributable to increased activity in the Company’s Crude Tankers Lightering business.

TCE revenues increased in the current quarter by $45,228, or 93%, to $94,029 from $48,801 in the first quarter of 2018. Approximately $35,909 of this increase was due to growth in average daily rates across each of INSW’s fleet sectors. Incremental activity in the Crude Tankers Lightering business also resulted in a $13,120 revenue increase.

The provision for credit losses of $1,298 recorded in the first quarter of 2019 relates to uncollected freight from full service jobs performed during late-2018 in the Company’s Crude Tankers Lightering business.

See Note 4, “Business and Segment Reporting,” to the accompanying condensed consolidated financial statements for additional information on the Company’s segments, including equity in income of affiliated companies and reconciliations of (i) time charter equivalent revenues to shipping revenues and (ii) adjusted income from vessel operations for the segments to income/(loss) before income taxes, as reported in the condensed consolidated statements of operations.

Crude Tankers	Three Months Ended
	March 31,
	2019			2018
TCE revenues	$	72,586		$	29,220
Vessel expenses		(22,265	)		(25,616	)
Charter hire expenses		(12,482	)		(2,755	)
Depreciation and amortization		(14,477	)		(12,873	)
Adjusted income/(loss) from vessel operations (a)	$	23,362		$	(12,024	)
Average daily TCE rate	$	28,566		$	12,958
Average number of owned vessels (b)		25.0			26.7
Average number of vessels chartered-in under operating leases		5.4			0.4
Number of revenue days: (c)		2,541			2,255
Number of ship-operating days: (d)
Owned vessels		2,250			2,402
Vessels bareboat chartered-in under operating leases		180			28
Vessels time chartered-in under operating leases (e)		87			-
Vessels spot chartered-in under operating leases (e)		214			8

^(a) Adjusted income/(loss) from vessel operations by segment is before general and administrative expenses, provision for credit losses, third-party debt modification fees, and (gain)/loss on disposal of vessels and other property.

^(b) The average is calculated to reflect the addition and disposal of vessels during the period.

33

INTERNATIONAL SEAWAYS, INC.

^(c) Revenue days represent ship-operating days less days that vessels were not available for employment due to repairs, drydock or lay-up. Revenue days are weighted to reflect the Company’s interest in chartered-in vessels.

^(d) Ship-operating days represent calendar days.

^(e) The Company’s Crude Tankers Lightering business time chartered-in one vessel and spot chartered-in 14 vessels under operating leases at various points during the quarter ended March 31, 2019 for full service lightering jobs. Only two vessels were spot chartered-in at various points during the quarter ended March 31, 2018.

The following table provides a breakdown of TCE rates achieved for the three months ended March 31, 2019 and 2018, between spot and fixed earnings and the related revenue days. The information in these tables is based, in part, on information provided by the commercial pools in which the segment’s vessels participate and excludes commercial pool fees/commissions averaging approximately $716 and $769 per day for the three months ended March 31, 2019 and 2018, respectively, as well as revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies.

	2019				2018
	Spot		Fixed		Spot		Fixed
	Earnings		Earnings		Earnings		Earnings
Three Months Ended March 31,
ULCC:
Average rate	$	-	$	-	$	-	$	-
Revenue days		-		-		90		-
VLCC:
Average rate	$	31,993	$	-	$	12,926	$	13,085
Revenue days		1,134		-		617		89
Suezmax:
Average rate	$	28,935	$	-	$	14,927	$	-
Revenue days		180		-		180		-
Aframax:
Average rate	$	20,905	$	-	$	9,955	$	-
Revenue days		398		-		554		-
Panamax:
Average rate	$	17,558	$	12,313	$	12,691	$	11,562
Revenue days		73		445		180		537

During the first quarter of 2019, TCE revenues for the Crude Tankers segment increased by $43,366, or 148%, to $72,586 from $29,220 in the first quarter of 2018. Approximately $28,800 of such increase resulted from a strengthening in average daily rates in each of the Crude Tanker fleets, with the impact of the daily TCE rate growth in the VLCC fleet representing $21,392 of the total rates-based increase. Increased activity in the Crude Tankers Lightering business generated an additional TCE revenue increase of $13,120. Also contributing to the higher TCE revenue was a net 417-day increase in revenue days in the current quarter in the VLCC fleet. Such increase accounted for an increase in TCE revenue of $5,166 and reflected the acquisitions of one 2015-built and five 2016-built VLCCs which were delivered to the Company in June 2018, partially offset by the disposals of one 2000-built and one 2001-built VLCC in 2018. Partially offsetting the TCE revenue increases was a $3,766 decrease in TCE revenue due to a 355-day reduction in Aframax and Panamax revenue days, which was driven primarily by the sale of two 2001-built Aframaxes and a 2002-built Panamax in 2018.

Vessel expenses decreased by $3,351 to $22,265 in the current quarter from $25,616 in the first quarter of 2018. The decrease resulted from (a) the VLCC, Aframax, and Panamax sales noted above which drove approximately $5,207 of the decrease in vessel expenses, (b) the sale of the Company’s only ULCC, which was idle in 2018 prior to its sale in June 2018 and accounted for approximately $943 of the decrease in vessel expenses and (c) a decrease in hull and machinery damage repair costs. Such decreases were partially offset by a $4,113 increase in vessel expenses associated with the VLCC acquisitions described above. Charter hire expenses increased by $9,727 to $12,482 in the first quarter of 2019 from $2,755 in the first quarter of 2018 principally as a result of the Company executing sale and lease back transactions for two 2009-built Aframaxes in March 2018 and a significant increase in spot and short-term time chartered-in vessels in the Crude Tankers Lightering business to support increased full service lightering activity. Depreciation and amortization increased by $1,604 to $14,477 in the first quarter of 2019 from $12,873 in the first quarter of 2018, principally due to the deliveries of the VLCCs noted above which accounted for $3,869 of the increase in depreciation. Such increases were offset by an approximately $2,156 impact of the vessel sales and sale and leaseback transactions described above.

34

INTERNATIONAL SEAWAYS, INC.

Excluding depreciation and amortization, the provision for credit losses and general and administrative expenses, operating income for the Crude Tankers Lightering business was $4,194 for the first quarter of 2019 compared to $120 for the first quarter of 2018 and, sequentially, $4,241 for the fourth quarter of 2018. The increase in the current quarter’s operating income as compared to prior year’s period primarily reflects a higher volume of full service and service support only lighterings in the current period. In the current quarter, 27 full service and 82 service support only lighterings were performed, as compared to one full service and 73 service support only lighterings in the prior year’s quarter. Additionally, during the current quarter the Crude Tankers Lightering business utilized one of its chartered-in Aframaxes on three spot voyages. There were no such spot voyages performed in the first quarter of 2018. Increased U.S. exports will likely continue to require transshipment during 2019, regardless of the eventuality of any deep-water terminals. Because of the increased level of activity in the Crude Tankers Lightering business over the last three quarters and positive near-term prospects, the Company withdrew a 2002-built Aframax from the pool in which it was operating in March 2019 and is now employing it in the Crude Tankers Lightering business.

Product Carriers	Three Months Ended
	March 31,
	2019			2018
TCE revenues	$	21,443		$	19,581
Vessel expenses		(8,264	)		(11,406	)
Charter hire expenses		(4,703	)		(5,868	)
Depreciation and amortization		(4,418	)		(4,718	)
Adjusted income/(loss) from vessel operations	$	4,058		$	(2,411	)
Average daily TCE rate	$	16,257		$	10,771
Average number of owned vessels		11.0			14.6
Average number of vessels chartered-in under operating leases		4.0			6.0
Number of revenue days		1,319			1,818
Number of ship-operating days:
Owned vessels		990			1,311
Vessels bareboat chartered-in under operating leases		-			180
Vessels time chartered-in under operating leases		360			360

The following table provides a breakdown of TCE rates achieved for the three months ended March 31, 2019 and 2018, between spot and fixed earnings and the related revenue days. The information in these tables is based, in part, on information provided by the commercial pools in which the segment’s vessels participate and excludes commercial pool fees/commissions averaging approximately $483 and $395 per day for the three months ended March 31, 2019 and 2018, respectively, as well as revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies.

	2019				2018
	Spot		Fixed		Spot		Fixed
	Earnings		Earnings		Earnings		Earnings
Three Months Ended March 31,
LR2:
Average rate	$	22,090	$	-	$	13,911	$	-
Revenue days		90		-		90		-
LR1:
Average rate	$	24,017	$	-	$	11,639	$	-
Revenue days		339		-		354		-
MR:
Average rate	$	13,462	$	-	$	11,235	$	5,294
Revenue days		889		-		1,285		90

During the first quarter of 2019 TCE revenues for the Product Carriers segment increased by $1,862, or 10%, to $21,443 from $19,581 in the first quarter of 2018. Period-over-period increases in average daily blended rates earned by all Product Carrier fleet sectors accounted for an increase in revenue of approximately $7,109. Serving to partially offset such increases was a 485-day decrease in MR revenue days in the current period, arising primarily as a result of the sales of five MRs in 2018 and the redelivery of two MRs to their owners during the second quarter of 2018 at the expiry of their respective bareboat charters. These decreases resulted in a $5,087 decline in TCE revenue.

Vessel expenses decreased by $3,142 to $8,264 in the current quarter from $11,406 in first quarter of 2018. The decrease was primarily driven by a 501-day decrease in owned and bareboat chartered-in days, which resulted from the vessel sales and redeliveries described above. Similarly, charter hire expenses decreased by $1,165 to $4,703 in the first quarter of 2019 from $5,868 in the first quarter of 2018 due to the charter-in redeliveries discussed above.

35

INTERNATIONAL SEAWAYS, INC.

General and Administrative Expenses:

During the first quarter of 2019, general and administrative expenses increased by $744 to $6,773 from $6,029 in the first quarter of 2018. This increase reflects (i) an approximately $289 increase in accounting and consulting fees, (ii) an approximately $241 increase in compensation and benefits costs, of which $132 relates to noncash stock compensation and (iii) an approximately $125 increase in insurance premiums for general liability and property insurance, cyber security insurance and workers compensation and U.S. Longshoremen insurance.

Interest Expense:

Interest expense was $17,533 and $11,621 for the three months ended March 31, 2019 and 2018, respectively. Interest expense incurred on the debt facilities entered into by the Company during the second quarter of 2018 accounted for $5,692 of the increase, and the balance of the increase was primarily due to the higher margin under the 2017 Term Loan Facility following an amendment to such facility entered in June 2018 in connection with closing the transaction for the acquisition of six VLCCs. See Note 9, “Debt,” in the accompanying condensed consolidated financial statements for further information on the Company’s debt facilities.

Taxes:

As of March 31, 2019, the Company believes it will qualify for an exemption from U.S. federal income taxes under Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. Treasury Department regulations for the 2019 calendar year, so long as less than 50 percent of the total value of the Company’s stock is held by one or more shareholders who own 5% or more of the Company’s stock for more than half of the days of 2019. There can be no assurance at this time that INSW will continue to qualify for the Section 883 exemption during and beyond calendar year 2019. Should the Company not qualify for the exemption in the future, INSW will be subject to U.S. federal taxation of 4% of its U.S. source shipping income on a gross basis without the benefit of deductions. Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the U.S. will be considered to be 50% derived from sources within the United States. Shipping income attributable to transportation that both begins and ends in the U.S. will be considered to be 100% derived from sources within the United States, but INSW does not and cannot engage in transportation that gives rise to such income.

EBITDA and Adjusted EBITDA:

EBITDA represents net income/(loss) before interest expense, income taxes and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted for the impact of certain items that we do not consider indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA are presented to provide investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods. EBITDA and Adjusted EBITDA do not represent, and should not be considered a substitute for, net income or cash flows from operations determined in accordance with GAAP. EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of our results reported under GAAP. Some of the limitations are:

· EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

· EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and

· EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt.

While EBITDA and Adjusted EBITDA are frequently used by companies as a measure of operating results and performance, neither of those items as prepared by the Company is necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.

36

INTERNATIONAL SEAWAYS, INC.

The following table reconciles net income/(loss), as reflected in the condensed consolidated statements of operations, to EBITDA and Adjusted EBITDA:

	Three Months Ended
	March 31,
	2019			2018
Net income/(loss)	$	10,897		$	(29,316	)
Income tax provision		-			8
Interest expense		17,533			11,621
Depreciation and amortization		18,929			17,624
EBITDA		47,359			(63	)
Third-party debt modification fees		30			-
(Gain)/loss on disposal of vessels and other property		(48	)		6,573
Adjusted EBITDA	$	47,341		$	6,510

Liquidity and Sources of Capital:

Our business is capital intensive. Our ability to successfully implement our strategy is dependent on the continued availability of capital on attractive terms. In addition, our ability to successfully operate our business to meet near-term and long-term debt repayment obligations is dependent on maintaining sufficient liquidity.

Liquidity

Working capital at March 31, 2019 and December 31, 2018 was approximately $92,000. Current assets are highly liquid, consisting principally of cash, interest-bearing deposits and receivables. Our cash and cash equivalents balances generally exceed Federal Deposit Insurance Corporation insured limits. We place our cash and cash equivalents in what we believe to be credit-worthy financial institutions. In addition, certain of our money market accounts invest in U.S. Treasury securities or other obligations issued or guaranteed by the U.S. government or its agencies, floating rate and variable demand notes of U.S. and foreign corporations, commercial paper rated in the highest category by Moody’s Investor Services and Standard & Poor’s, certificates of deposit and time deposits, asset-backed securities, and repurchase agreements.

The Company’s total cash increased by approximately $19,511 during the three months ended March 31, 2019. This increase reflects cash provided by operating activities of $23,991 and net returns of capital and deposits received from affiliated companies of $5,928. Such cash inflows were partially offset by $3,170 in expenditures for vessels and other property and scheduled principal amortization totaling $6,764 for the the Sinosure Credit Facility and the ABN Term Loan Facility. The quarterly installment of $6,125 on the 2017 Term Loan Facility otherwise due at quarter end was paid on the first business day of April 2019.

As of March 31, 2019, we had total liquidity on a consolidated basis of $187,155 comprised of $137,155 of cash (including $57,618 of restricted cash) and $50,000 of undrawn revolver capacity. Total cash and liquidity decreased by $10,165 shortly after quarter end due to interest and principal amortization payments.

Restricted cash of $57,618 as of March 31, 2019 represents legally restricted cash relating to the 2017 Term Loan, the Sinosure Credit Facility, the ABN Term Loan Facility, and the 10.75% Subordinated Notes. Such facilities stipulate that cash accounts be maintained which are limited in their use to pay expenses related to drydocking the vessels and servicing the debt facilities and, in the case of the 2017 Term Loan Facility, that cash proceeds from the sale of collateral vessels be reinvested in vessels within 12 months of such sale or be used to prepay the principal amount outstanding of the INSW Facilities.

As of March 31, 2019, we had total debt outstanding (net of original issue discount and deferred financing costs) of $805,635 and a total debt (which excludes operating lease liabilities as defined in the Company’s debt agreements) to total capitalization of 44.2%, which compares with 44.5% at December 31, 2018.

Sources, Uses and Management of Capital

We have maintained a strong balance sheet which has allowed us to take advantage of attractive strategic opportunities during the low end of the tanker cycle and we have maintained what we believe to be a reasonable financial leverage for the current point in the tanker cycle and one of the lowest loan to value profiles in public company shipping sector. In addition to future operating cash flows, our other future sources of funds are proceeds from issuances of equity securities, additional borrowings as permitted under our loan agreements and proceeds from the opportunistic sales of our vessels.

37

INTERNATIONAL SEAWAYS, INC.

On October 19, 2018, the Company filed a Registration Statement on Form S-3 (“Shelf Registration”) with the Securities and Exchange Commission (“SEC”). Following the effective date of the Shelf Registration, the Company may from time to time offer equity or debt securities at an aggregate offering price not to exceed $100,000. This Shelf Registration replaces the remaining $75,000 balance of a shelf registration on Form S-3 that was declared effective in May 2018.

On January 9, 2019, the Company entered into an Equity Distribution Agreement (the “Distribution Agreement”) with Evercore Group L.L.C. and Jefferies LLC, as our sales agents, relating to the common shares of the Company. In accordance with the terms of the Distribution Agreement, we may offer and sell common shares having an aggregate offering price of up to $25,000 from time to time through the sales agents. The sales agents are not required to sell any specific number or dollar amount of our common shares but will use their commercially reasonable efforts, as our agents and subject to the terms of the Distribution Agreement, to sell the common shares offered, as instructed by us.

We intend to use the net proceeds of this offering, after deducting the sales agents’ commissions and our offering expenses, for general corporate purposes. This may include, among other things, additions to working capital, repayment or refinancing of existing indebtedness or other corporate obligations, financing of capital expenditures (including the purchase of marine exhaust gas cleaning systems that reduce sulfur emissions to comply with upcoming implementation of new IMO standards) and acquisitions and investment in existing and future projects. As of March 31, 2019, the Company has neither sold or undertaken to sell any shares pursuant to the Distribution Agreement.

Our current uses of funds are to fund working capital requirements, maintain the quality of our vessels, purchase vessels, comply with international shipping standards and environmental laws and regulations, repurchase our outstanding shares and repay or repurchase our outstanding loan facilities. On March 5, 2019, the Company’s Board of Directors approved a resolution reauthorizing the Company’s $30,000 stock repurchase program for another 24-month period ending March 5, 2021. Seventy-five percent of Excess Cash Flow (as defined in the 2017 Debt Facilities credit agreement) must be used to prepay the outstanding principal balance of 2017 Term Loan Facility. To the extent permitted under the terms of the 2017 Debt Facilities we may also use cash generated by operations to finance capital expenditures to modernize and grow our fleet.

The Company has contractual commitments for the purchase and installation of marine exhaust gas cleaning systems (“Scrubbers”) on 10 of its modern VLCCs. The Company also has contractual commitments for the purchase and installation of ballast water treatment systems on 13 vessels with options for the purchase and installation of systems for up to an additional 10 vessels in the Company’s fleet as of March 31, 2019. These systems are intended to be funded with available liquidity, proceeds from the sales of vessels, and proceeds from the issuance of equity and/or debt as permitted under the Company’s existing debt facilities. As of March 31, 2019, the Company’s aggregate purchase commitments for these systems are approximately $47,922 (see Aggregate Contractual Obligations Table below) and could increase by up to an additional $14,000 if all the remaining options for the additional units are exercised. Such options expire between May 2019 and December 2020.

As set forth in the 2017 Debt Facilities credit agreement, the 2017 Debt Facilities contain certain restrictions relating to new borrowings and INSW’s ability to receive cash dividends, loans or advances from ISOC and its subsidiaries that are Restricted Subsidiaries. As of March 31, 2019, the permitted cash dividends that can be distributed to INSW by ISOC under the 2017 Term Loan Facility was $12,339.

Outlook

We believe our balance sheet gives us flexibility to continue pursuing fleet renewal or potential strategic opportunities that may arise within the diverse sectors in which we operate and at the same time positions us to generate sufficient cash to support our operations over the next twelve months. We or our subsidiaries may in the future complete transactions consistent with achieving the objectives of our business plan.

Off-Balance Sheet Arrangements

As of March 31, 2019, the FSO Joint Venture and the LNG Joint Venture had total bank debt outstanding of $716,168, of which $628,906 was nonrecourse to the Company.

38

INTERNATIONAL SEAWAYS, INC.

The FSO Joint Venture is a party to a number of contracts: (a) the FSO Joint Venture is an obligor pursuant to a guarantee facility agreement dated as of July 14, 2017, by and among, the FSO Joint Venture, ING Belgium NV/SA, as issuing bank, and Euronav and INSW, as guarantors (the ‘‘Guarantee Facility’’); (b) the FSO Joint Venture is party to two service contracts with NOC (the ‘‘NOC Service Contracts’’); and (c) the FSO Joint Venture is a borrower under a $220,000 secured credit facility by and among TI Africa and TI Asia, as joint and several borrowers, ABN AMRO Bank N.V. and ING Belgium SA/NV, as Lenders, Mandated Lead Arrangers and Swap Banks, and ING Bank N.V., as Agent and as Security Trustee. INSW severally guarantees the obligations of the FSO Joint Venture pursuant to the Guarantee Facility.

The FSO Joint Venture drew down on a $220,000 secured credit facility on April 26, 2018 (See Note 6, “Equity Method Investments” to the accompanying condensed consolidated financial statements). The Company provided a guarantee for the $110,000 FSO Term Loan portion of the facility, which has an interest rate of LIBOR plus two percent and amortizes over the remaining terms of the NOC Service Contracts, which expire in July 2022 and September 2022. INSW’s guarantee of the FSO Term Loan has financial covenants that provide (i) INSW’s Liquid Assets shall not be less than the higher of $50,000 and 5% of Total Indebtedness of INSW, (ii) INSW shall have Cash of at least $30,000 and (iii) INSW is in compliance with the Loan to Value Test (as such capitalized terms are defined in the Company guarantee or in the case of the Loan to Value Test, as defined in the credit agreement underlying the Company’s 2017 Debt Facilities (see Note 9, “Debt,” to the accompanying condensed consolidated financial statements). The FSO Joint Venture has entered into floating-to-fixed interest rate swap agreements with the aforementioned Swap Banks, which cover the notional amounts outstanding under the FSO Loan Facility and pay fixed rates of approximately 4.858% and receive a floating rate based on LIBOR. These agreements have an effective date of June 29, 2018, and maturity dates ranging from July to September 2022. As of March 31, 2019, the maximum potential amount of future payments that INSW could be required to make in relation to its equity method investees secured bank debt and interest rate swap obligations was $88,133 and the carrying value of the Company’s guaranty in the accompanying condensed consolidated balance sheet was $553.

INSW maintains a guarantee in favor of Qatar Liquefied Gas Company Limited (2) (‘‘LNG Charterer’’) relating to certain LNG Tanker Time Charter Party Agreements with the LNG Charterer and each of Overseas LNG H1 Corporation, Overseas LNG H2 Corporation, Overseas LNG S1 Corporation and Overseas LNG S2 Corporation (such agreements, the ‘‘LNG Charter Party Agreements,’’ and such guarantee, the ‘‘LNG Performance Guarantee’’). INSW will pay QGTC an annual fee of $100 until such time that QGTC ceases to provide a guarantee in favor of the LNG charterer relating to performance under the LNG Charter Party Agreements.

OSG continues to provide a guarantee in favor of the LNG Charterer relating to the LNG Charter Party Agreements (such guarantees, the ‘‘OSG LNG Performance Guarantee’’). INSW will indemnify OSG for liabilities arising from the OSG LNG Performance Guarantee pursuant to the terms of the Separation and Distribution Agreement. In connection with the OSG LNG Performance Guarantee, INSW will pay an annual fee of $145 to OSG for 2019. Such fee is subject to termination if OSG ceases to provide the OSG LNG Performance Guarantee.

In addition, and pursuant to an agreement between INSW and the trustees of the OSG Ship Management (UK) Ltd. Retirement Benefits Plan (the ‘‘Scheme’’), INSW guarantees the obligations of INSW Ship Management UK Ltd., a subsidiary of INSW, to make payments to the Scheme.

Aggregate Contractual Obligations

A summary of the Company’s long-term contractual obligations as of March 31, 2019 follows:

											Beyond
	2019		2020		2021		2022		2023		2023		Total
2017 Term Loan - floating rate(1)	$	57,296	$	61,759	$	59,542	$	406,740	$	-	$	-	$	585,337
ABN Term Loan - floating rate(2)		3,723		4,780		4,571		4,365		13,157		-		30,596
Sinosure Credit Facility - floating rate(3)		28,406		36,802		35,573		33,783		32,474		201,287		368,325
8.5% Senior Notes - fixed rate		2,125		2,125		2,125		2,125		26,063		-		34,563
10.75% Subordinated Notes - fixed rate		2,252		3,003		3,631		3,631		29,746		-		42,263
Operating lease obligations(4)
Bareboat Charter-ins		4,730		6,295		6,278		6,278		4,532		-		28,113
Time Charter-ins		3,535		-		-		-		-		-		3,535
Office and other space		874		1,166		665		-		-		-		2,705
Vessel betterment commitments(5)		39,148		8,538		118		118		-		-		47,922
Total	$	142,089	$	124,468	$	112,503	$	457,040	$	105,972	$	201,287	$	1,143,359

39

INTERNATIONAL SEAWAYS, INC.

⁽¹⁾ Amounts shown include contractual interest obligations of floating rate debt estimated based on the aggregate effective one-month LIBOR rate as of March 31, 2019 of 2.50% and applicable margins for the 2017 Term Loan Facility of 6.0%. Management estimates that no prepayment will be required for the 2017 Term Loan Facility as a result of estimated Excess Cash Flow for the year ended December 31, 2019. Amounts shown for the 2017 Term Loan Facility exclude any estimated repayment as a result of Excess Cash Flow.

⁽²⁾ Amounts shown include contractual interest obligations of floating rate debt estimated based on the aggregate effective three-month LIBOR rate as of March 31, 2019 of 2.60% and applicable margin for the ABN Term Loan facility of 3.25%.

⁽³⁾ Amounts shown include contractual interest obligations of floating rate debt estimated based on (i) the fixed rate stated in the related floating-to-fixed interest rate swap through the swap maturity date of March 21, 2022, or (ii) the effective three-month LIBOR rate for periods after the swap maturity date, plus the applicable margin for the Sinosure Credit Facility of 2.00%. The Company is a party to a floating-to-fixed interest rate swap covering the entire variable interest rate borrowings outstanding under the Sinosure Credit Facility that effectively converts the Company’s interest rate exposure under the Sinosure Credit Facility from a floating rate based on 3-month LIBOR to a fixed LIBOR rate of 2.99%.

⁽⁴⁾ As of March 31, 2019, the Company had charter-in commitments for six vessels on leases that are accounted for as operating leases. Certain of these leases provide the Company with various renewal and purchase options. The future minimum commitments for time charters-in have been reduced to reflect estimated days that the vessels will not be available for employment due to drydock and any days paid for in advance. Upon adoption of ASU 2016-02 Leases (ASC 842) on January 1, 2019, the full amounts due under bareboat charter-ins and office and other space leases and lease component of the amounts due under time charter-ins are discounted and reflected on the Company’s consolidated condensed balance sheet as lease liabilities with corresponding right of use asset balances.

⁽⁵⁾ Represents the Company’s commitments for the purchase and installation of ballast water treatment systems on 13 vessels and the purchase and installation of scrubbers on 10 of its VLCC tankers. In addition, the Company is party to agreements granting INSW the option to purchase additional ballast water treatment systems for installation between 2019 and 2021. If exercised, these options could increase the Company’s commitments by up to approximately $14,000. The Company’s ability to exercise the options expires between May 2019 and December 2020.

Risk Management:

The Company is exposed to market risk from changes in interest rates, which could impact its results of operations and financial condition. The Company manages this exposure to market risk through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. To manage its interest rate risk in a cost-effective manner, the Company, from time-to-time, enters into interest rate swap or cap agreements, in which it agrees to exchange various combinations of fixed and variable interest rates based on agreed upon notional amounts or to receive payments if floating interest rates rise above a specified cap rate. The Company uses such derivative financial instruments as risk management tools and not for speculative or trading purposes. In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage exposure to nonperformance on such instruments by the counterparties.

The Company is party to an Interest Rate Cap agreement with a major financial institution covering a notional amount of $350,000 to limit the floating interest rate exposure associated with the 2017 Term Loan Facility. The Interest Rate Cap agreement contains no leverage features and has a cap rate of 2.605% through the termination date of December 31, 2020. Additionally, the Company is party to an Interest Rate Swap agreement with a major financial institution covering the entire currently outstanding notional amount of the Sinosure Credit Facility. The Interest Rate Swap agreement contains no leverage features and has a fixed rate of 2.99% through the termination date of March 21, 2022.

40

INTERNATIONAL SEAWAYS, INC.

Available Information

The Company makes available free of charge through its internet website, www.intlseas.com, its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission.

The public may also read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E. Washington D.C. 20549 (information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330). The SEC also maintains a web site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at https://www.sec.gov.

The Company also makes available on its website, its corporate governance guidelines, its code of business conduct and ethics, insider trading policy, anti-bribery and corruption policy and charters of the Audit Committee, the Human Resources and Compensation Committee and the Corporate Governance and Risk Assessment Committee of the Board of Directors. Neither our website nor the information contained on that site, or connected to that site, is incorporated by reference into this Quarterly Report on Form 10-Q.

Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s current disclosure controls and procedures were effective as of March 31, 2019 to ensure that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the three months ending March 31, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

41

INTERNATIONAL SEAWAYS, INC.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

See Note 16, “Contingencies,” to the accompanying condensed consolidated financial statements for a description of the current legal proceedings, which is incorporated by reference in this Part II, Item 1.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our 2018 Form 10-K. The risks described in that document are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There have been no material changes in our risk factors from those disclosed in our 2018 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company renewed its $30,000 stock repurchase plan in March 2019. No stock repurchases were made in the first quarter of 2019 (excluding shares withheld to cover tax withholding liabilities relating to the vesting of outstanding restricted stock units held by certain members of management).  In addition, in January 2019 the Company initiated an at-the-market equity distribution program, but did not receive any proceeds in respect of sales under that program in the first quarter of 2019.  See Note 12, “Capital Stock and Stock Compensation” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Sources, Uses and Management of Capital,” respectively, for additional information about the stock repurchase plan and the equity distribution program.

42

INTERNATIONAL SEAWAYS, INC.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

See Exhibit Index on page 45.

43

INTERNATIONAL SEAWAYS, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	INTERNATIONAL SEAWAYS, INC.
	(Registrant)
Date:  May 9, 2019	/s/ Lois K. Zabrocky
	Lois K. Zabrocky
	Chief Executive Officer
Date:  May 9, 2019	/s/ Jeffrey D. Pribor
	Jeffrey D. Pribor
	Chief Financial Officer

44

INTERNATIONAL SEAWAYS, INC.

EXHIBIT INDEX

10.1	Amendment No. 5 to Ms. Zabrocky’s Employment Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 5, 2019 and incorporated herein by reference).
10.2	Amendment No. 1 to Mr. Pribor’s Employment Agreement (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated April 5, 2019 and incorporated herein by reference).
10.3	Amendment No. 3 to Mr. Oshodi’s Employment Agreement (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated April 5, 2019 and incorporated herein by reference).
10.4*	Second Amendment, dated as of June 14, 2018, to the Credit Agreement dated as of June 22, 2017, among the Registrant, OIN Delaware LLC, International Seaways Operating Corporation and certain of its subsidiaries as other guarantors, various lenders, Jefferies Finance LLC and JP Morgan Chase Bank, N.A., as joint lead arrangers, UBS Securities LLC, as joint bookrunner, DNB Markets Inc., Fearnley Securities AS, Pareto Securities Inc. and Skandinaviska Enskilda Banken AB (Publ) as co-managers, Jefferies Finance LLC, as administrative agent, syndication agent, collateral agent and mortgage trustee.
10.5	Consent letter dated March 1, 2019, relating to the Sinosure Credit Facility (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 7, 2019 and incorporated herein by reference).
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB	XBRL Taxonomy Extension Label Linkbase
EX-101.PRE	XBRL Taxonomy Extension Presentation Linkbase

*Refiled herewith

45

EX-10.4

Exhibit 10.4

Execution Version

SECOND AMENDMENT TO CREDIT AGREEMENT

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

RECITALS

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

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

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

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

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

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

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

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

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

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

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

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

2

(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.

(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.

3

(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.

4

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.]

5

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

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

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

OSG SHIP MANAGEMENT (UK) LTD.
By:	/s/ Lois K. Zabrocky
	Name:   Lois K. Zabrocky
	Title:     Director
JEFFERIES FINANCE LLC, as Administrative Agent and as a Lender
By:	/s/ J.R. Young
	Name:   J.R. Young
	Title:     Senior Vice President

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

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

ATRIUM XI, as Lender
By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
ATRIUM XII, as Lender
By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
ATRIUM XIII, as Lender
By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
BENEFIT STRET PARTNERS CLO II, LTD., as Lender
By:	/s/ Todd Marsh
	Name:	Todd Marsh
	Title:	Authorized Signer

[Signature Page to Second Amendment to INSW Credit Agreement]

BENEFIT STRET PARTNERS CLO V, LTD., as Lender
By:	/s/ Todd Marsh
	Name:	Todd Marsh
	Title:	Authorized Signer
BENEFIT STRET PARTNERS CLO VI, LTD., as Lender
By:	/s/ Todd Marsh
	Name:	Todd Marsh
	Title:	Authorized Signer
BENEFIT STRET PARTNERS CLO VII, LTD., as Lender
By:	/s/ Todd Marsh
	Name:	Todd Marsh
	Title:	Authorized Signer
BENEFIT STRET PARTNERS CLO VIII, LTD., as Lender
By:	/s/ Todd Marsh
	Name:	Todd Marsh
	Title:	Authorized Signer
BENEFIT STRET PARTNERS CLO X, LTD., as Lender
By:	/s/ Todd Marsh
	Name:	Todd Marsh
	Title:	Authorized Signer
BENEFIT STRET PARTNERS CLO XI, LTD., as Lender
By:	/s/ Todd Marsh
	Name:	Todd Marsh
	Title:	Authorized Signer

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

BLACK DIAMOND CLO 2016-1 LTD., as Lender
By:	Black Diamond CLO 2016-1 Adviser, L.L.C. as its Collateral Manager
By:	/s/ Stephen H. Deckoff
	Name:	Stephen H. Deckoff
	Title:	Managing Principal
BLACK DIAMOND CLO 2017-1 LTD., as Lender
By:	Black Diamond CLO 2017-1 Adviser, L.L.C. as its Collateral Manager
By:	/s/ Stephen H. Deckoff
	Name:	Stephen H. Deckoff
	Title:	Managing Principal
BLACK DIAMOND CLO 2017-2 DESIGNATED ACTIVITY COMPANY, as Lender
By:	Black Diamond CLO 2017-2 Adviser, L.L.C. as its Collateral Manager
By:	/s/ Stephen H. Deckoff
	Name:	Stephen H. Deckoff
	Title:	Managing Principal
BLUE CROSS OF IDAHO HEALTH SERVICE, INC., as Lender
By:	Seix Investment Advisors LLC, as Investment Manager
By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	Managing Principal

[Signature Page to Second Amendment to INSW Credit Agreement]

CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM, as Lender
By:	Credit Suisse Asset Management, LLC, as investment manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Principal
CANYON CAPITAL CLO 2012-1, LTD., as Lender
BY:	Canyon Capital Advisors LLC, its Collateral Manager
By:	/s/ Jonathan M. Kaplan
	Name:	Jonathan M. Kaplan
	Title:	Authorized Signatory
CANYON CAPITAL CLO 2014-1, LTD., as Lender
BY:	Canyon Capital Advisors LLC, its Collateral Manager
By:	/s/ Jonathan M. Kaplan
	Name:	Jonathan M. Kaplan
	Title:	Authorized Signatory
CANYON CAPITAL CLO 2014-2, LTD., as Lender
By:	Canyon Capital Advisors LLC, its Collateral Manager
By:	/s/ Jonathan M. Kaplan
	Name:	Jonathan M. Kaplan
	Title:	Authorized Signatory

[Signature Page to Second Amendment to INSW Credit Agreement]

CANYON CAPITAL CLO 2015-1, LTD., as Lender
By:	Canyon Capital Advisors LLC, its Collateral Manager
By:	/s/ Jonathan M. Kaplan
	Name:	Jonathan M. Kaplan
	Title:	Authorized Signatory
CANYON CAPITAL CLO 2016-1, LTD., as Lender
By:	Canyon CLO Advisors LLC, its Collateral Manager
By:	/s/ Jonathan M. Kaplan
	Name:	Jonathan M. Kaplan
	Title:	Authorized Signatory
CANYON CAPITAL CLO 2016-2, LTD., as Lender
By:	Canyon CLO Advisors LLC, its Collateral Manager
By:	/s/ Jonathan M. Kaplan
	Name:	Jonathan M. Kaplan
	Title:	Authorized Signatory
CANYON CAPITAL CLO 2017-1, LTD., as Lender
By:	Canyon CLO Advisors LLC, its Collateral Manager
By:	/s/ Jonathan M. Kaplan
	Name:	Jonathan M. Kaplan
	Title:	Authorized Signatory

[Signature Page to Second Amendment to INSW Credit Agreement]

CITI LOAN FUNDING BR 534 LLC, as Lender
By:	Citibank, N.A.
By:	/s/ Cynthia Gonzalvo
	Name:	Cynthia Gonzalvo
	Title:	Associate Director
CITI LOAN FUNDING BR MUST LLC, as Lender
By:	Citibank, N.A.
By:	/s/ Cynthia Gonzalvo
	Name:	Cynthia Gonzalvo
	Title:	Associate Director
BCA LOAN FUNDING LLC, as Lender
By:	Citibank, N.A.
By:	/s/ Cynthia Gonzalvo
	Name:	Cynthia Gonzalvo
	Title:	Associate Director
CITY NATIONAL ROCHDALE FIXED INCOME OPPORTUNITIES FUND, as Lender
By:	Seix Investment Advisors LLC, as Subadviser
By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

CORBIN OPPORTUNITY FUNDS, L.P., as Lender
By:	Corbin Capital Partner, L.P., its investment manager
By:	/s/ Daniel Friedman
	Name:	Daniel Friedman
	Title:	General Counsel
GLENDON OPPORTUNITIES FUND, LP, as Lender
By:	/s/ Brian Lanktree
	Name:	Brian Lanktree
	Title:	Principal & Head Trader, Glendon Capital Management, LP
ALTAIR GLOBAL CREDIT OPPORTUNITIES FUND (A), LLC, as Lender
By:	/s/ Brian Lanktree
	Name:	Brian Lanktree
	Title:	Principal & Head Trader, Glendon Capital Management, LP
CORNELL UNIVERSITY, as Lender
By:	/s/ Brian Lanktree
	Name:	Brian Lanktree
	Title:	Principal & Head Trader, Glendon Capital Management, LP

[Signature Page to Second Amendment to INSW Credit Agreement]

CREDIT SUISSE FLOATING RATE TRUST, as Lender
By:	Credit Suisse Asset Management, LLC, as its Investment Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
CREDIT SUISSE STRATEGIC INCOME FUND, as Lender
By:	Credit Suisse Asset Management, LLC, as its Investment Advisor
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
CVP CASCADE CLO-1 LTD., as Lender
By:	CVP CLO Manager, LLC as Investment Manager
By:	/s/ Joseph Matteo
	Name:	Joseph Matteo
	Title:	Portfolio Manager
CVP CASCADE CLO-2 LTD., as Lender
By:	CVP CLO Manager, LLC as Investment Manager
By:	/s/ Joseph Matteo
	Name:	Joseph Matteo
	Title:	Portfolio Manager

[Signature Page to Second Amendment to INSW Credit Agreement]

CVP CLO 2017-1 LTD., as Lender
By:	CVP CLO Advisors, LLC as Investment Manager
By:	/s/ Joseph Matteo
	Name:	Joseph Matteo
	Title:	Partner
CVP CLO 2017-2 LTD., as Lender
By:	CVP CLO Advisors, LLC as Investment Manager
By:	/s/ Joseph Matteo
	Name:	Joseph Matteo
	Title:	Partner
DOLLAR SENIOR LOAN FUND, LTD., as Lender
By:	Credit Suisse Asset Management, LLC, as Investment Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
ELLINGTON CLO management LLC ON BEHALF OF: ELLINGTON CLO I, LTD. ELLINGTON CLO II, LTD. ELLINGTON CLO III, LTD., as Lender
By:	/s/ Mark Heron
	Name:	Mark Heron
	Title:	Portfolio Manager

[Signature Page to Second Amendment to INSW Credit Agreement]

ERIE INDEMNITY COMPANY, as Lender
By:	Credit Suisse Asset Management, LLC, as Investment Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
ERIE INSURANCE EXCHANGE, as Lender
By:	Credit Suisse Asset Management, LLC., as its Investment Manager For Erie Indemnity Company, as Attorney-In-Fact For Erie Insurance Exchange
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
FIDELITY ADVISOR SERIES I: FIDELITY ADVISOR FLOATING RATE HIGH INCOME FUND, as Lender
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory
ADVANCED SERIES TRUST-AST FI PYRAMIS QUANTITATIVE PORTFOLIO, FIAM LLC,
By:	FIAM LLC as Investment Manager, as Lender
By:	/s/ Daniel Campbell
	Name:	Daniel Campbell
	Title:	VP

[Signature Page to Second Amendment to INSW Credit Agreement]

FIDELITY FLOATING RATE HIGH INCOME INVESTMENT TRUST,
By:	For Fidelity Investments Canada ULC as Trustee Of Fidelity Floating Rate High Income Investment Trust, as Lender
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory
FIDELITY FLOATING RATE HIGH INCOME FUND
By:	For Fidelity Investments Canada ULC as Trustee Of Fidelity Floating Rate High Income Fund, as Lender
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory
FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY FLOATING RATE CENTRAL FUND, as Lender
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory
FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY HIGH INCOME CENTRAL FUND 2, as Lender
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory

[Signature Page to Second Amendment to INSW Credit Agreement]

FIAM FLOATING RATE HIGH INCOME COMMINGLED POOL
By:	Fidelity Institutional Asset Management Trust Company, as Lender
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory
FIAM LEVERAGED LOAN, LP
By:	FIAM LLC as Investment Manager, as Lender
By:	/s/ Daniel Campbell
	Name:	Daniel Campbell
	Title:	VP
FIDELITY SUMMER STREET TRUST: FIDELITY SERIES FLOATING RATE HIGH INCOME FUND, as Lender
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory
FIDELITY SUMMER STREET TRUST: FIDELITY SERIES HIGH INCOME FUND, as Lender
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory
FIDELITY SUMMER STREET TRUST: FIDELITY HIGH INCOME FUND, as Lender
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory

[Signature Page to Second Amendment to INSW Credit Agreement]

FIDELITY INCOME FUND: FIDELITY TOTAL BOND FUND, as Lender
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory
FIDELITY QUALIFYING INVESTOR FUNDS PLC
By:	FIAM LLC as Sub Advisor, as Lender
By:	/s/ Daniel Campbell
	Name:	Daniel Campbell
	Title:	VP
VARIABLE INSURANCE PRODUCTS FUND: FLOATING RATE HIGH INCOME PORTFOLIO, as Lender
By:	/s/ Colm Hogan
	Name:	Colm Hogan
	Title:	Authorized Signatory
FIGUEROA CLO 2013-2, LTD, as Lender
By:	TCW Asset Management Company as Investment Manager
By:	/s/ Nora Olan
	Name:	Nora Olan
	Title:	Senior Vice President
If Second Signature is Required:
By:	/s/ Ryan Gable
	Name:	Ryan Gable
	Title:	Senior Vice President

[Signature Page to Second Amendment to INSW Credit Agreement]

FIGUEROA CLO 2014-1, LTD, as Lender
By:	TCW Asset Management Company as Investment Manager
By:	/s/ Nora Olan
	Name:	Nora Olan
	Title:	Senior Vice President
If Second Signature is Required:
By:	/s/ Ryan Gable
	Name:	Ryan Gable
	Title:	Senior Vice President
FLATIRON FUNDING II, LLC, as Lender
By:	/s/ Gregg Bresner
	Name:	Gregg Bresner
	Title:	President and CIO
NEBRASKA INVESTMENT COUNCIL, as Lender
By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer
KANSAS PUBLIC EMPLOYEES RETIRMENT SYSTEM, as Lender
By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer

[Signature Page to Second Amendment to INSW Credit Agreement]

FRANKLIN TEMPLETPN SERIES II FUNDS - FRANKLIN FLOATING RATE II FUND, as Lender
By:	/s/ Madeline Lam
	Name:	Madeline Lam
	Title:	Vice President
FRANKLIN FLOATING RATE MASTER TRUST - FRANKLIN FLOATING RATE MASTER SERIES, as Lender
By:	/s/ Madeline Lam
	Name:	Madeline Lam
	Title:	Vice President
FRANKLIN INVESTORS SECURITIES TRUST - FRANKLIN FLOATING RATE DAILY ACCESS FUND, as Lender
By:	/s/ Madeline Lam
	Name:	Madeline Lam
	Title:	Vice President
COMMONWEALTH FIXED  INTEREST FUND 17, as Lender
By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer
FRANKLIN FLOATING RATE MASTER TRUST - FRANKLIN LOWER TIER FLOATING RATE FUND, as Lender
By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer

[Signature Page to Second Amendment to INSW Credit Agreement]

FRANKLIN STRATEGIC SERIES-FRANKLIN STRATEGIC INCOME FUND, as Lender
By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer
FRANKLIN STRATEGIC INCOME FUND (CANADA), as Lender
By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer
FRANKLIN TEMPLETON VARIABLE INSURANCE TRUST-FRANKLIN STRATEGIC INCOME VIP FUND, as Lender
By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer
FRANKLIN INVESTORS SECURITIES TRUST-FRANKLIN LOW DURATION TOTAL RETURN FUND, as Lender
By:	/s/ Hague Van Dillen
	Name:	Hague Van Dillen
	Title:	Authorized Signer
government of guam retirement fund, as Lender
By:	/s/ Sue Park
	Name:	Sue Park
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

GRAHAM MACRO STRATEGIC LTD, as Lender
By:	/s/ Paul Sedlack
	Name:	Paul Sedlack
	Title:	COO, Graham Capital Management, L.P. as Sole Director
HOTCHKIS AND WILEY CAPITAL INCOME FUND, as Lender
By:	/s/ Sue Park
	Name:	Sue Park
	Title:	Managing Director
HOTCHKIS AND WILEY HIGH YIELD FUND FUND, as Lender
By:	/s/ Sue Park
	Name:	Sue Park
	Title:	Managing Director
JFIN CLO 2014-II LTD., as Lender
By:	Apex Credit Partners LLC, as Portfolio Manager
By:	/s/ Andrew Stern
	Name:	Andrew Stern
	Title:	Managing Director
JFIN CLO 2015 LTD., as Lender
By:	Apex Credit Partners LLC, as Portfolio Manager
By:	/s/ Andrew Stern
	Name:	Andrew Stern
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

JFIN CLO 2014-LTD, as Lender
By:	Apex Credit Partners LLC, as Portfolio Manager
By:	/s/ Andrew Stern
	Name:	Andrew Stern
	Title:	Managing Director
OZLM XVII, Ltd., as Lender
By:	OZ CLO Management LLC, its Collateral Manager
By:	/s/ Alesia J. Haas
	Name:	Alesia J. Haas
	Title:	CFO
KP FIXED INCOME FUND, as Lender
By:	Credit Suisse Asset Management, LLC, as Sub-Adviser For Callan Associates Inc., The Adviser For The KP Funds, The Trust For KP Fixed Income Fund
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
LIBERTY MUTUAL INSURANCE COMPANY, as Lender
By:	/s/ Scott Russian
	Name:	Scott Russian
	Title:	Authorized Signatory

[Signature Page to Second Amendment to INSW Credit Agreement]

LIBERTY MUTUAL RETIREMENT PLAN MASTER TRUST, as Assignee, as Lender
By:	Liberty Mutual Group Asset Management Inc. Acting For And On Behalf Of Liberty Mutual Retirement Plan Master Trust
By:	/s/ Scott Russian
	Name:	Scott Russian
	Title:	Authorized Signatory
LINCOLN SQUARE FUNDING ULC, as Lender
By:	/s/ Madonna Sequeira
	Name:	Madonna Sequeira
	Title:	Authorized Signatory
LORD ABBETT BANK LOAN TRUST, as Lender
By:	Lord Abbett & Co LLC, as Investment Manager
By:	/s/ Kearney Posner
	Name:	Kearney Posner
	Title:	Associate Portfolio Manager
LORD ABBETT FLOATING RATE FUND LTD., as Lender
By:	Lord, Abbett & Co LLC, as Investment Manager
By:	/s/ Kearney Posner
	Name:	Kearney Posner
	Title:	Associate Portfolio Manager

[Signature Page to Second Amendment to INSW Credit Agreement]

LORD ABBETT INVESTMENT TRUST - LORD ABBETT FLOATING RATE FUND, as Lender
By:	Lord Abbett & Co LLC, as Investment Manager
By:	/s/ Kearney Posner
	Name:	Kearney Posner
	Title:	Associate Portfolio Manager
MADISON PARK FUNDING X, LTD., as Lender
By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
MADISON PARK FUNDING XII, LTD., as Lender
By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
MADISON PARK FUNDING XIV, LTD., as Lender
By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

MADISON PARK FUNDING XIX, LTD., as Lender
By:	Credit Suisse Asset Management, LLC, as Collateral Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
MADISON PARK FUNDING XV, LTD., as Lender
By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
MADISON PARK FUNDING XVI, LTD., as Lender
By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
MADISON PARK FUNDING XVII, LTD., as Lender
By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

MADISON PARK FUNDING XVIII, LTD., as Lender
By:	Credit Suisse Asset Management, LLC, as Collateral Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
MADISON PARK FUNDING XX, LTD., as Lender
By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
MADISON PARK FUNDING XXI, LTD., as Lender
By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
MADISON PARK FUNDING XXII, LTD., as Lender
By:	Credit Suisse Asset Management, LLC, as Portfolio Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

If Second Signature is Required:
By:	/s/ Ryan Gable
	Name:	Ryan Gable
	Title:	Senior Vice President
MOUNTAIN VIEW CLO 2013-1 LTD., as Lender
By:	Seix Investment Advisors LLC, as Collateral Manager
By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	Managing Director
MOUNTAIN VIEW CLO 2014-1 LTD., as Lender
By:	Seix Investment Advisors LLC, as Collateral Manager
By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	Managing Director
MOUNTAIN VIEW CLO 2016-1 LTD., as Lender
By:	Seix Investment Advisors LLC, as Collateral Manager
By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

MOUNTAIN VIEW CLO 2017-2 LTD., as Lender
By:	Seix Investment Advisors LLC, as Collateral Manager
By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	Managing Director
MOUNTAIN VIEW CLO 2017-1 LTD., as Lender
By:	Seix Investment Advisors LLC, as Collateral Manager
By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	Managing Director
MOUNTAIN VIEW CLO IX LTD., as Lender
By:	Seix Investment Advisors LLC, as Collateral Manager
By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	Managing Director
MOUNTAIN VIEW CLO X LTD., as Lender
By:	Seix Investment Advisors LLC, as Collateral Manager
By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

MSD CREDIT OPPORTUNITY FUND, as Lender
By:	/s/ Marcello Liguori
	Name:	Marcello Liguori
	Title:	Managing Director
NASSAU 2017-I LTD, as Lender
By:	/s/ Chris LaJaunie
	Name:	Chris LaJaunie
	Title:	Senior Analyst
NASSAU 2017-II LTD., as Lender
By:	/s/ Chris LaJaunie
	Name:	Chris LaJaunie
	Title:	Senior Analyst
NATIONAL ELECTRICAL BENEFIT FUND, as Lender
By:	Lord Abbett & Co LLC, as Investment Manager
By:	/s/ Kearney Posner
	Name:	Kearney Posner
	Title:	Associate Portfolio Manager
NATIONAL ELEVATOR INDUSTRY PENSION PLAN, as Lender
By:	/s/ Sue Park
	Name:	Sue Park
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

OZLM XXII, LTD., as Lender
By:	OZ CLO Management LLC, its Collateral Manager
By:	/s/ Alesia J. Haas
	Name:	Alesia J. Haas
	Title:	CFO
PEERLESS INSURANCE COMPANY, as Lender
By:
By:	/s/ Scott Russian
	Name:	Scott Russian
	Title:	Authorized Signatory
PONTUS HOLDINGS LTD., as Lender
By:	/s/ Russell Bryant
	Name:	Russell Bryant
	Title:	Chief Financial Officer Quadrant Capital Advisors, Inc. Investment Advisor to Pontus Holdings Ltd.
REDWOOD MASTER FUND, LTD., as Lender
By:	Redwood Capital Management, LLC, its Investment Manager
By:	/s/ Ruben Kliksberg
	Name:	Ruben Kliksberg
	Title:	Co-Chief Executive Officer

[Signature Page to Second Amendment to INSW Credit Agreement]

REDWOOD OPPORTUNITY MASTER FUND, LTD., as Lender
By:	Redwood Capital Management, LLC, its Investment Manager
By:	/s/ Ruben Kliksberg
	Name:	Ruben Kliksberg
	Title:	Co-Chief Executive Officer
SAFECO INSURANCE COMPANY OF AMERICA, as Lender
By:	/s/ Scott Russian
	Name:	Scott Russian
	Title:	Authorized Signatory
SAN DIEGO COUNTY EMPLOYEES RETIREMENT ASSOCIATION, as Lender
By:	/s/ Sue Park
	Name:	Sue Park
	Title:	Managing Director
SANTA BARBARA COUNTY EMPLOYEES RETIREMENT SYSTEM, as Lender
By:	/s/ Sue Park
	Name:	Sue Park
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

SEIX MULTI-SECTOR ABSOLUTE RETURN FUND L.P., as Lender
By:	Seix Multi-Sector Absolute Return Fund GP LLC, In its Capacity as Sole General Partner
By:	Seix Investment Advisors LLC, its Sole Member
By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	Managing Director
SENIOR SECURED FLOATING RATE LOAN FUND, 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/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) as Lender
By:
By:	/s/ Per Bjernekull
	Name:	Per Bjernekull
	Title:	General Manager
If Second Signature is Required:
By:	/s/ Anthony Racanelli
	Name:	Anthony Racanelli
	Title:	SVP

[Signature Page to Second Amendment to INSW Credit Agreement]

STEELE CREEK CLO 2014-1R, LTD, as Lender
By:	/s/ Alan DeKeukelaere
	Name:	Alan DeKeukelaere
	Title:	Senior Research Analyst
STEELE CREEK CLO 2015-1, LTD, as Lender
By:	/s/ Alan DeKeukelaere
	Name:	Alan DeKeukelaere
	Title:	Senior Research Analyst
STEELE CREEK CLO 2016-1, LTD, as Lender
By:	/s/ Alan DeKeukelaere
	Name:	Alan DeKeukelaere
	Title:	Senior Research Analyst
STEELE CREEK CLO 2017-1, LTD, as Lender
By:	/s/ Alan DeKeukelaere
	Name:	Alan DeKeukelaere
	Title:	Senior Research Analyst
TCW CLO 2017-1, LTD., as Lender
By:	/s/ Nora Olan
	Name:	Nora Olan
	Title:	Senior Vice President

[Signature Page to Second Amendment to INSW Credit Agreement]

If Second Signature is Required:
By:	/s/ Ryan Gable
	Name:	Ryan Gable
	Title:	Senior Vice President
TCW CLO 2018-1, LTD., as Lender
By:	TCW Asset Management Company LLC as Asset Manager
By:	/s/ Nora Olan
	Name:	Nora Olan
	Title:	Senior Vice President
If Second Signature is Required:
By:	/s/ Ryan Gable
	Name:
	Title:	Senior Vice President
TEXAS COUNTY AND DISTRICT RETIREMENT SYSTEM, as Lender
By:	/s/ Sue Park
	Name:	Sue Park
	Title:	Managing Director
THE CITY OF NEW YORK GROUP TRUST, as Lender
By:	Credit Suisse Asset Management, LLC. as its Manager
By:	/s/ Louis Farano
	Name:	Louis Farano
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

UNIVERSITY OF DAYTON, as Lender
By:	/s/ Sue Park
	Name:	Sue Park
	Title:	Managing Director
THE WESTERN AND SOUTHERN LIFE INSURANCE COMPANY, as Lender
By:	/s/ Bernie M. Casey
	Name:	Bernie M. Casey
	Title:	AVP & Senior Credit Analyst
VENTURE 28A CLO, LIMITED, as Lender
By:	its Investment Advisor MJX Venture Management II LLC
By:	/s/ Lewis Brown
	Name:	Lewis Brown
	Title:	Managing Director / Head of Trading
VENTURE X CLO, LIMITED, as Lender
By:	its Collateral Manager, MJX Venture Management LLC
By:	/s/ Lewis I. Brown
	Name:	Lewis I. Brown
	Title:	Managing Director / Head of Trading

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

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

[Signature Page to Second Amendment to INSW Credit Agreement]

VENTURE XXVIII CLO, LIMITED, as Lender
By:	its Investment Advisor MJX Venture Management II LLC
By:	/s/ Lewis Brown
	Name:	Lewis Brown
	Title:	Managing Director / Head of Trading
VENTURE XXX CLO, LIMITED, LP, as Lender
By:	its Investment Advisor MJX Venture Management II LLC
By:	/s/ Lewis Brown
	Name:	Lewis Brown
	Title:	Managing Director / Head of Trading
VIRTUS SEIX FLOATING RATE HIGH INCOME FUND, as Lender
By:	Seix Investment Advisors LLC, as Subadviser
By:	/s/ George Goudelias
	Name:	George Goudelias
	Title:	Managing Director
ZAIS CLO 1, LIMITED, as Lender
By:	ZAIS CLO 1, Limited
By:	/s/ Vincent Ingato
	Name:	Vincent Ignato
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

ZAIS CLO 2, LIMITED, as Lender
By:	ZAIS CLO 2, Limited
By:	/s/ Vincent Ingato
	Name:	Vincent Ingato
	Title:	Managing Director
ZAIS CLO 3, LIMITED, as Lender
By:	ZAIS CLO 3, Limited
By:	/s/ Vincent Ingato
	Name:	Vincent Ingato
	Title:	Managing Director
ZAIS CLO 5, LIMITED, as Lender
By:	Zais Leveraged Loan Master Manager, LLC its Collateral Manager
By:	Zais Group, LLC, its Sole Member
By:	/s/ Vincent Ingato
	Name:	Vincent Ingato
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

ZAIS CLO 6, LIMITED, as Lender
By:	Zais Leveraged Loan Master Manager, LLC its Collateral Manager
By:	Zais Group, LLC, its Sole Member
By:	/s/ Vincent Ingato
	Name:	Vincent Ingato
	Title:	Managing Director
ZAIS CLO 7, LIMITED, as Lender
By:	/s/ Vincent Ingato
	Name:	Vincent Ingato
	Title:	Managing Director
ZAIS CLO 8, LIMITED, as Lender
By:	Zais Leveraged Loan Master Manager, LLC its Collateral Manager
By:	Zais Group, LLC, its Sole Member
By:	/s/ Vincent Ingato
	Name:	Vincent Ingato
	Title:	Managing Director

[Signature Page to Second Amendment to INSW Credit Agreement]

EXHIBIT A Amended

Credit Agreement

[See attached]

Composite Credit Agreement Including

the First Amendment Described Herein

CREDIT AGREEMENT,

dated as of June 22, 2017,

among

INTERNATIONAL SEAWAYS OPERATING CORPORATION,

as the Administrative Borrower,

OIN DELAWARE LLC,

as the Co-Borrower,

INTERNATIONAL SEAWAYS, INC.,

as Holdings,

THE OTHER GUARANTORS PARTY HERETO,

as Guarantors,

THE LENDERS PARTY HERETO,

JEFFERIES FINANCE LLC,

as Administrative Agent,

JEFFERIES FINANCE LLC,

as Collateral Agent and Mortgage Trustee,

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),

as Swingline Lender,

and

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),

as Issuing Bank

JEFFERIES FINANCE LLC

and

JPMORGAN CHASE BANK, N.A.,

as Joint Lead Arrangers,

JEFFERIES FINANCE LLC, JPMORGAN CHASE BANK, N.A.

and

UBS SECURITIES LLC,

as Joint Bookrunners,

and

DNB MARKETS, INC., FEARNLEY SECURITIES INC.,

PARETO SECURITIES INC.

and

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),

as Co-Managers

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		2
Section 1.01	Defined Terms	2
Section 1.02	Classification of Loans and Borrowings	6165
Section 1.03	Terms Generally	6165
Section 1.04	Accounting Terms; GAAP	6166
Section 1.05	Resolution of Drafting Ambiguities	6266
Section 1.06	Rounding	6266
Section 1.07	Currency Equivalents Generally.	6266
Section 1.08	Change in Currency	6267
Section 1.09	Available Amount Transactions	6367
ARTICLE II THE CREDITS		6367
Section 2.01	Commitments	6367
Section 2.02	Loans	6368
Section 2.03	Borrowing Procedure	6469
Section 2.04	Repayment of Loans	6570
Section 2.05	Fees.	6671
Section 2.06	Interest on Loans	6872
Section 2.07	Termination and Reduction of Commitments	6873
Section 2.08	Interest Elections	6973
Section 2.09	Amortization of Term Borrowings	7075
Section 2.10	Optional and Mandatory Prepayments of Loans	7075
Section 2.11	Alternate Rate of Interest	7579
Section 2.12	Increased Costs; Change in Legality	7580
Section 2.13	Breakage Payments	7782
Section 2.14	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	7782
Section 2.15	Taxes	7984
Section 2.16	Mitigation Obligations; Replacement of Lenders.	8186
Section 2.17	Swingline Loans	8590
Section 2.18	Letters of Credit.	8792
Section 2.19	Nature of Obligations	9398
Section 2.20	Extensions of Term Loans and Revolving Commitments.	94100
Section 2.21	Increases of the Commitments.	97102
Section 2.22	Discounted Voluntary Prepayments	101106
Section 2.23	Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments	103108
ARTICLE III REPRESENTATIONS AND WARRANTIES		105109
Section 3.01	Organization; Powers	106110
Section 3.02	Authorization; Enforceability	106110
Section 3.03	No Conflicts; No Default	106110
Section 3.04	Financial Statements; Projections	106110
Section 3.05	Properties.	107111
Section 3.06	Intellectual Property	108112
Section 3.07	Equity Interests and Subsidiaries	108112
Section 3.08	Litigation; Compliance with Legal Requirements	109113
Section 3.09	Agreements	110114

i

		Page
Section 3.10	Federal Reserve Regulations	110114
Section 3.11	Investment Company Act; etc.	110114
Section 3.12	Use of Proceeds	110114
Section 3.13	[Reserved].	111115
Section 3.14	Taxes	111115
Section 3.15	No Material Misstatements	111115
Section 3.16	Labor Matters	111115
Section 3.17	Solvency	111115
Section 3.18	Employee Benefit Plans	111116
Section 3.19	Environmental Matters	112116
Section 3.20	Insurance	113117
Section 3.21	Security Documents	113117
Section 3.22	Anti-Terrorism Law; Foreign Corrupt Practices Act.	115119
Section 3.23	Concerning Vessels.	116120
Section 3.24	Form of Documentation; Citizenship.	116120
Section 3.25	Compliance with ISM Code and ISPS Code	116121
Section 3.26	Threatened Withdrawal of DOC, SMC or ISSC	117121
Section 3.27	Deposit Accounts and Securities Accounts	117121
ARTICLE IV CONDITIONS TO CREDIT EXTENSIONS		117121
Section 4.01	Conditions to Initial Credit Extension	117121
Section 4.02	Conditions to All Credit Extensions	121125
ARTICLE V AFFIRMATIVE COVENANTS		121126
Section 5.01	Financial Statements, Reports, etc.	122126
Section 5.02	Litigation and Other Notices	125129
Section 5.03	Existence; Businesses and Properties	125130
Section 5.04	Insurance	126130
Section 5.05	Obligations and Taxes	127131
Section 5.06	Employee Benefits	127132
Section 5.07	Maintaining Records; Access to Properties and Inspections; Quarterly
	Lender Calls	127132
Section 5.08	Use of Proceeds	128132
Section 5.09	Compliance with Environmental Laws and other Legal Requirements.	128132
Section 5.10	Additional Collateral; Additional Guarantors	128133
Section 5.11	Security Interests; Further Assurances	131135
Section 5.12	Certain Information Regarding the Loan Parties	131136
Section 5.13	Appraisals	132137
Section 5.14	Deposit Accounts; Securities Accounts	132137
Section 5.15	Post-Closing Matters	133138
Section 5.16	Flag of Vessel; Vessel Classifications; Operation of Vessels.	133138
Section 5.17	Designation of Subsidiaries.	135140
Section 5.18	Material Agreements	136141
Section 5.19	Ship Management	136141
Section 5.20	Maintenance of Ratings	136141
Section 5.21	Agent for Service of Process.	136141
ARTICLE VI NEGATIVE COVENANTS		136141
Section 6.01	Indebtedness	137142

ii

		Page
Section 6.02	Liens	139144
Section 6.03	Sale and Leaseback Transactions	143148
Section 6.04	Investments, Loans and Advances	143148
Section 6.05	Mergers and Consolidations	145150
Section 6.06	Asset Sales	146151
Section 6.07	Acquisitions	147153
Section 6.08	Dividends	148153
Section 6.09	Transactions with Affiliates	149155
Section 6.10	Loan to Value Test; Vessel Value Test.	149155
Section 6.11	Prepayments of Other Indebtedness; Modifications of Organizational Documents and Certain Other Documents, etc.	150156
Section 6.12	Limitation on Certain Restrictions on Subsidiaries	151156
Section 6.13	Limitation on Issuance of Capital Stock.	151157
Section 6.14	Business	152158
Section 6.15	[Reserved] 153SPV VLCC Vessel Owners; SPV VLCC Vessels; etc. Notwithstanding anything to the contrary contained herein:	159
Section 6.16	Fiscal Periods	153159
Section 6.17	No Further Negative Pledge	153160
Section 6.18	Anti-Terrorism Law; Anti-Money Laundering	153160
Section 6.19	Embargoed Person	153160
Section 6.20	Restrictions on Chartering, etc.	154160
Section 6.21	Additional Covenants	154161
ARTICLE VII GUARANTEE		154161
Section 7.01	The Guarantee	154161
Section 7.02	Obligations Unconditional	154161
Section 7.03	Reinstatement	156162
Section 7.04	Subrogation; Subordination	156163
Section 7.05	Remedies	156163
Section 7.06	Instrument for the Payment of Money	156163
Section 7.07	Continuing Guarantee	156163
Section 7.08	General Limitation on Guarantee Obligations	156163
Section 7.09	Release of Guarantors	156163
Section 7.10	Right of Contribution	157164
Section 7.11	Keepwell	157164
ARTICLE VIII EVENTS OF DEFAULT		157164
Section 8.01	Events of Default	157164
Section 8.02	Rescission	160167
ARTICLE IX APPLICATION OF COLLATERAL PROCEEDS		160167
Section 9.01	Application of Proceeds	160167
ARTICLE X THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT		162169
Section 10.01	Appointment	162169
Section 10.02	Agent in Its Individual Capacity	162169
Section 10.03	Exculpatory Provisions	163170
Section 10.04	Reliance by Agent	163170
Section 10.05	Delegation of Duties	164171
Section 10.06	Successor Agent	164171

iii

		Page
Section 10.07	Non-Reliance on Agent and Other Lenders	164171
Section 10.08	Name Agents	165172
Section 10.09	Indemnification	165172
Section 10.10	Withholding Taxes	165172
Section 10.11	Lender’s Representations, Warranties and Acknowledgements	166173
Section 10.12	Security Documents and Guarantees.	166173
Section 10.13	Administrative Agent May File Bankruptcy Disclosure and Proofs of
	Claim	167174
Section 10.14	Ship Mortgage Trust	168175
ARTICLE XI MISCELLANEOUS		169176
Section 11.01	Notices.	169176
Section 11.02	Waivers; Amendment	171179
Section 11.03	Expenses; Indemnity	174181
Section 11.04	Successors and Assigns	177184
Section 11.05	Survival of Agreement	182189
Section 11.06	Counterparts; Integration; Effectiveness	182190
Section 11.07	Severability	183190
Section 11.08	Right of Setoff; Marshalling; Payments Set Aside	183190
Section 11.09	Governing Law; Jurisdiction; Consent to Service of Process	183190
Section 11.10	Waiver of Jury Trial	184192
Section 11.11	Headings	185192
Section 11.12	Confidentiality	185192
Section 11.13	Interest Rate Limitation	186193
Section 11.14	Assignment and Acceptance	186193
Section 11.15	Obligations Absolute	186193
Section 11.16	Waiver of Defenses; Absence of Fiduciary Duties	186194
Section 11.17	Patriot Act	187194
Section 11.18	Bank Product Providers	187195
Section 11.19	EXCLUDED SWAP OBLIGATIONS	188195
Section 11.20	[Reserved].	188195
Section 11.21	Judgment Currency	188196
Section 11.22	Waiver of Sovereign Immunity	189196
Section 11.23	Revolving Credit Facility Priority	189196
Section 11.24	Acknowledgment and Consent to Bail-In of EEA Financial Institutions	190198

iv

ANNEXES
Annex I	—	Initial Lenders and Commitments
SCHEDULES
Schedule 1.01(a)	—	Collateral Vessels
Schedule 1.01(b)	—	Approved Classification Societies
Schedule 1.01(c)	—	Acceptable Flag Jurisdictions
Schedule 1.01(d)	—	Acceptable Third Party Technical Managers
Schedule 1.01(e)	—	Unrestricted Subsidiaries
Schedule 1.01(f)	—	Mortgaged Property
Schedule 1.01 (g)	—	Demise Charters
Schedule 1.01 (h)	—	Subsidiary Guarantors
Schedule 1.01(i)	—	Restricted  Parent  Subsidiaries  and  Restricted Parent
		Joint Ventures
Schedule 3.05(b)	—	Real Property
Schedule 3.07(a)	—	Equity Interests
Schedule 3.07(c)	—	Corporate Organizational Chart
Schedule 3.07(d)	—	Immaterial Subsidiaries
Schedule 3.07(e)	—	Direct Subsidiaries of Holdings
Schedule 3.20	—	Required Insurance
Schedule 3.27	—	Specified Accounts and Excluded Accounts
Schedule 4.01(f)	—	Local Counsel
Schedule 5.15	—	Post-Closing Matters
Schedule 6.01(c)	—	Existing Indebtedness
Schedule 6.02(c)	—	Existing Liens
Schedule 6.04(b)	—	Existing Investments
Schedule 6.09(e)	—	Certain Affiliate Transactions
Schedule 6.09(f)	—	Certain Affiliate Transactions - Intercompany Claims

EXHIBITS
Exhibit A	—	Form of Assignment and Acceptance
Exhibit B	—	Form of Borrowing Request
Exhibit C	—	Form of Compliance Certificate
Exhibit D	—	Form of Intercompany Subordination Agreement
Exhibit E	—	Form of Interest Election Request
Exhibit F	—	Form of LC Request
Exhibit G	—	Form of Auction Procedures
Exhibit H-1	—	Form of Term Note
Exhibit H-2	—	Form of Revolving Note
Exhibit H-3	—	Form of Swingline Note
Exhibit I	—	Form of Perfection Certificate
Exhibit J-1	—	Form of Security Agreement
Exhibit J-2	—	Form of Holdings Pledge Agreement
Exhibit K	—	Form of Portfolio Interest Certificate
Exhibit L	—	Form of Solvency Certificate
Exhibit M	—	Form of Bank Product Provider Letter Agreement
Exhibit N	—	Form of Joinder Agreement
Exhibit O	—	Form of Quiet Enjoyment Agreement
Exhibit P	—	Form of Collateral Vessel Mortgage

v

CREDIT AGREEMENT

This CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 22, 2017, is among International Seaways, Inc., a Marshall Islands corporation (“Holdings”), International Seaways Operating Corporation, a Marshall Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower”), the other Guarantors from time to time party hereto, the Lenders from time to time party hereto, Jefferies Finance LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Jefferies Finance LLC, as collateral agent and mortgage trustee for the Secured Parties (in such capacity, the “Collateral Agent” or the “Mortgage Trustee” as the context requires), Skandinaviska Enskilda Banken AB (publ), as swingline lender (in such capacity, the “Swingline Lender”), and Skandinaviska Enskilda Banken AB (publ), as an issuing bank for the Lenders.

WITNESSETH:

WHEREAS, the Borrowers have requested, and the Lenders have agreed, to make available a senior secured term loan facility to be available for borrowings on the date hereof, in an aggregate principal amount of $500,000,000 and a senior secured revolving credit facility to be available for borrowings from time to time on and after the date hereof until the Revolving Maturity Date, in an aggregate principal amount not in excess of $50,000,000, in each case all as more particularly set forth herein;

WHEREAS, the Borrowers have requested the Swingline Lender to extend credit, at any time and from time to time prior to the Revolving Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $10,000,000. The Borrowers also have requested the Issuing Banks to issue Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $20,000,000, to be used by the Administrative Borrower and its Wholly Owned Restricted Subsidiaries as provided herein;

WHEREAS, the Borrowers have agreed to secure all of their respective Obligations by granting to the Collateral Agent and the Mortgage Trustee (as applicable), for the benefit of the Secured Parties, a perfected lien on substantially all of their respective assets, subject to certain agreed exceptions contained herein and in the other Loan Documents;

WHEREAS, the Guarantors have agreed to guarantee the Obligations of the Borrowers hereunder and to secure their respective Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a perfected lien on substantially all of their respective assets, subject to certain agreed exceptions contained herein and in the other Loan Documents; and

WHEREAS, the Lenders are willing to extend such credit to the Borrowers, the Swingline Lender is willing to extend such Swingline Loans to the Borrowers, and the Issuing Banks are willing to issue Letters of Credit for the account of the Borrowers, in each case on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the other Loan Documents, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01      Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“ABR” when used in reference to any Loan or Borrowing, is used when such Loan comprising such Borrowing is, or the Loans comprising such Borrowing are, bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan.

“ABR Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“ABR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

“Acceptable Flag Jurisdiction” shall mean such flag jurisdictions as are listed on Schedule 1.01(c) or otherwise approved by the Administrative Agent (such approval not to be unreasonably withheld).

“Acceptable Third Party Technical Managers” shall mean those third party technical managers as are listed on Schedule 1.01(d).

“Acquisition Consideration” shall mean the purchase consideration for a Permitted Acquisition and all other payments (including related acquisition fees, costs and expenses), directly or indirectly, by any Restricted Party in exchange for, or as part of, or in connection with, a Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of a Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions or repayments of Indebtedness and/or Contingent Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by a Restricted Party.

2

“Additional Permitted Unsecured Debt” shall mean unsecured Indebtedness of the Administrative Borrower, which may be (x) incurred on a joint and several unsecured basis by the Co- Borrower and (y) guaranteed on an unsecured basis by the Co-Borrower (if not a co-issuer thereof) and the Guarantors (other than as provided in the last paragraph of Section 6.01), so long as (i) any such Indebtedness does not mature earlier than 91 days after the Latest Maturity Date in effect at the time of the incurrence or issuance of such Indebtedness, (ii) such Indebtedness does not have any scheduled prepayment, amortization, redemption, sinking fund or similar obligations prior to 91 days after such Latest Maturity Date (other than customary offers to purchase upon a change of control or asset sale), (iii) such Indebtedness otherwise contains terms and conditions (excluding economic terms such as interest rate and redemption premiums) which, taken as a whole, are not more restrictive on the Administrative Borrower and its Restricted Subsidiaries in any material respect than the terms and conditions of the Loan Documents as in effect at the time of the incurrence or issuance thereof; provided, however, to the extent that such Indebtedness includes any financial maintenance covenant (whether stated as a covenant, default or otherwise) or a loan to value test in addition to, or more restrictive than, those set forth in this Agreement, such financial covenant or additional or more restrictive loan to value test shall be reasonably acceptable to the Administrative Agent and also shall apply for the benefit of the Lenders hereunder until such time as such Additional Permitted Unsecured Debt containing such financial maintenance covenant or additional or more restrictive loan to value test is paid in full and the Administrative Agent is authorized by the Lenders to amend this Agreement to incorporate such terms (and any related definitions) hereunder (provided that a certificate of a Responsible Officer of the Administrative Borrower that is delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence or issuance of such Additional Permitted Unsecured Debt, together with a reasonably detailed description of the material terms and conditions of such Additional Permitted Unsecured Debt or drafts of the documentation relating thereto, stating that the Administrative Borrower has determined in good faith that such terms and conditions satisfy the requirements set forth in this clause (iii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Administrative Borrower of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Administrative Borrower), and (iv) such Indebtedness is not guaranteed by any person other than the Co-Borrower, a Subsidiary Guarantor (but otherwise subject to the last paragraph of Section 6.01) or Holdings.

“Additional Permitted Unsecured Debt Documents” shall mean any indenture, purchase agreement, note agreement, loan agreement or other agreement, document or instrument (including any note or guarantee) issued or executed and delivered with respect to any Additional Permitted Unsecured Debt.

“Adjusted LIBOR Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the greater of (x) an interest rate per annum (rounded upward, if necessary, to the next 1/100th of 1.00%) determined by the Administrative Agent to be equal to the LIBOR Rate for such Eurodollar Borrowing in effect for such Interest Period divided by 1 minus the Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest Period and (y) 1.00% per annum.

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor administrative agent pursuant to Article X.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Administrative Borrower Concentration Account” shall mean the Deposit Account of the Administrative Borrower at JPMorgan Chase Bank, N.A. with account number 880312025 (and any replacement Deposit Account or Deposit Accounts in respect thereof).

“Administrative Questionnaire” shall mean an administrative questionnaire in the form supplied from time to time by the Administrative Agent.

3

“Advisors” shall mean legal counsel (including local and foreign counsel), auditors, accountants, consultants, appraisers, engineers or other advisors.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, however, that (x) for purposes of Section 6.09, the term “Affiliate” shall also include (i) any person that directly or indirectly owns 15% or more of any class of Equity Interests of the person specified and (ii) any person that is an officer or director of the person specified and (y) for purposes of this Agreement, Jefferies LLC and its Affiliates shall be deemed to be Affiliates of Jefferies Finance LLC.

“Agent Fee Letter” shall mean the confidential Agent Fee Letter, dated May 30, 2017, between the Administrative Borrower and Jefferies Finance LLC.

“Agents” shall mean the Arrangers, the Bookrunners, the Administrative Agent, the Collateral Agent and the Mortgage Trustee; and “Agent” shall mean any of them, as the context may require.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Alternate Base Rate” shall mean, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1.00%) equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 0.50%, (c) the Adjusted LIBOR Rate for an Interest Period of one month, plus 1.00% and (d) 2.00% per annum. If the Administrative Agent shall have reasonably determined that it is unable to ascertain the Federal Funds Effective Rate or the Adjusted LIBOR Rate for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be determined without regard to clause (b) or (c), as applicable, of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Base Rate, the Federal Funds Effective Rate or the then applicable Adjusted LIBOR Rate shall be effective on the effective date of such change in the Base Rate, the Federal Funds Effective Rate or the then applicable Adjusted LIBOR Rate, respectively.

“Alternative Currency” shall mean, for Letters of Credit, Euros, Pounds Sterling and any other currency agreed to by the Administrative Agent, each Issuing Bank and the Administrative Borrower; provided that each such currency is a lawful currency that is readily available, freely transferable and not restricted, able to be converted into Dollars and readily available in the London interbank deposit market.

“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.22(a).

“Applicable Amortization Percentage” shall mean, for each fiscal quarter during any period set forth below, with respect to the Initial Term Loans (as increased on the First Amendment Effective Date by the July 2017 Incremental Term Loans), the percentage set forth opposite such period below:

Period	Applicable Amortization Percentage
September 30, 2017 – June 30, 2018 (or, if June 30, 2018 is not a Business Day, the first Business Day thereafter)		0.625	%
September 30, 2018 and thereafter		1.25	%

4

“Applicable Margin” shall mean, (i) for any day prior to the Second Amendment Effective Date, with respect to (ia) any Term Loan that is an ABR Loan, 4.50% per annum, and (iib) any Term Loan that is a Eurodollar Loan, 5.50% per annum, (iiiii) for any day on or after the Second Amendment Effective Date, with respect to (a) any Term Loan that is an ABR Loan, 5.00% per annum, and (b) any Term Loan that is a Eurodollar Loan, 6.00% per annum and (iii) for any day, with respect to (a) any Revolving Loan that is an ABR Loan, 2.50% per annum, (ivb) any Revolving Loan that is a Eurodollar Loan, 3.50% per annum, and (vc) any Swingline Loan, 2.50% per annum.

“Approved Broker” shall mean any of Compass Maritime Services, H. Clarkson & Co., Ltd., Charles B. Weber Company, Inc. or any other independent shipbroker to be mutually agreed upon between the Administrative Agent and the Administrative Borrower.

“Approved Classification Society” shall mean any classification society set forth on Schedule1.01(b) or otherwise approved by the Administrative Agent (such approval not to be unreasonably withheld).

“Approved Electronic Communications” shall mean any notice, demand, communication, information, document or other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Agents or the Lenders by means of electronic communications pursuant to Section 11.01(b).

“Approved Fund” shall mean, with respect to any Lender (including an Eligible Assignee that becomes a Lender), any person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank and other commercial loans and similar extensions of credit in the ordinary course of its business and that is administered, advised (in an investment advisory capacity) or managed by (a) such Lender (or such Eligible Assignee), (b) an Affiliate of such Lender (or such Eligible Assignee) or (c) an entity or an Affiliate of an entity that administers, advises (in an investment advisory capacity) or manages such Lender (or such Eligible Assignee).

“Arrangers” shall mean Jefferies Finance LLC and JPMorgan Chase Bank, N.A., as joint lead arrangers for the credit facilities hereunder.

“Asset Sale” shall mean (a) any disposition of any property by any Restricted Party and (b) any issuance or sale of any Equity Interests of any Restricted Subsidiary of the Administrative Borrower, in each case, to any person other than the Administrative Borrower or a Wholly Owned Restricted Subsidiary thereof. Notwithstanding the foregoing, (a) an “Asset Sale” shall not include any disposition of property by a Restricted Party permitted by, or expressly referred to in, Section 6.06(a), 6.06(c), 6.06(e), 6.06(f), 6.06(g), 6.06(h), 6.06(i), 6.06(j), 6.06(k) or 6.06(l) and (b) an “Asset Sale” shall include any sale by Holdings of Equity Interests of another person (subject to the provisions of Section

6.21).

“Assignee Group” shall mean two or more Approved Funds administered, advised (in an investment advisory capacity) or managed by the same investment advisor or manager or by an Affiliate of such investment advisor or manager.

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender, as assignor, and an assignee (with the consent of any party whose consent is required pursuant to Section 11.04(b)), and accepted by the Administrative Agent, substantially in the form of Exhibit A, or such other form approved by the Administrative Agent.

5

“Attributable Indebtedness” shall mean, when used with respect to any Sale and Leaseback Transaction, as at the time of determination, the present value (discounted at a rate equivalent to the Administrative Borrower’s then-current weighted average cost of funds for borrowed money as at the time of determination, compounded on a semi-annual basis) of the total obligations of the lessee for rental payments (and substantially similar payments) during the remaining term of the lease included in any such Sale and Leaseback Transaction.

“Auction Manager” shall mean (i) Jefferies Finance LLC or an Affiliate of Jefferies Finance LLC designated by it to the extent that Jefferies Finance LLC or such Affiliate agrees to act as an Auction Manager in connection with a Discounted Prepayment Offer or (ii) another investment bank of recognized standing selected by the Administrative Borrower which shall have been engaged by the Administrative Borrower to act as an Auction Manager in connection with a Discounted Prepayment Offer.

“Auction Notice” shall mean an auction notice given by the Administrative Borrower in accordance with the Auction Procedures with respect to a Discounted Prepayment Offer.

“Auction Procedures” shall mean the auction procedures with respect to Discounted Prepayment Offers set forth in Exhibit G (and, solely with respect to the Second Amendment Prepayment, with appropriate modifications to reflect the par plus premium nature of such prepayment).

“Available Amount” shall mean, as of any date, an amount (which shall not be less than zero), determined on a cumulative basis, equal to, without duplication:

(a)          $10,000,0007,500,000; plus

(b)          the Retained Excess Cash Flow Amount; plus

(c)          the cumulative amount of Net Cash Proceeds received after the Closing Date that have been contributed as a capital contribution to Holdings or otherwise received by Holdings in respect of the issuance of Qualified Capital Stock by Holdings (in each case, solely to the extent that such Net Cash Proceeds have been substantially contemporaneously contributed to the capital of the Administrative Borrower), but excluding (x) any such sale or issuance by Holdings of its Equity Interests upon exercise of any warrant or option to directors, officers or employees of any Company or any Subsidiary thereof and (y) any such amounts received from any Subsidiary or Joint Venture of Holdings; provided that (in either case) such proceeds were not used to pay Dividends pursuant to Section

6.08(f)(x); plus

(d)          to the extent not already reflected as a return of capital with respect to such Investment, the aggregate amount of Dividends, profits, returns or similar amounts actually received by the Administrative Borrower or any Restricted Subsidiary in cash or Cash Equivalents on Investments previously made pursuant to Section 6.04(o) using the Available Amount, but excluding (i) the aggregate amount of Dividends, profits, returns or similar amounts paid by any Unrestricted Subsidiary to the Administrative Borrower or any Restricted Subsidiary in respect of the payment of any tax liability of such Unrestricted Subsidiary and (ii) the amount of the Second Amendment FSO JV Debt Dividend; plus

(e)          the aggregate amount received by the Administrative Borrower or any Restricted Subsidiary thereof in cash or Cash Equivalents from any Dividend by an Unrestricted Subsidiary, to the extent that the Investment corresponding to the designation of such Subsidiary as an Unrestricted Subsidiary or any subsequent Investment in such Unrestricted Subsidiary was made pursuant to Section 6.04(o), but excluding the amount of the Second Amendment FSO JV Debt Dividend; minus

6

(f)          the cumulative amount used to make Permitted Acquisitions in reliance on clause (xi)(II) of the definition of “Permitted Acquisition” contained herein; minus

(g)          the cumulative amount of Investments made in reliance on Section 6.04(o); minus

(h)          the cumulative amount of Dividends made in reliance on Section 6.08(g); minus

(i)          the cumulative amount of Restricted Debt Payments made in reliance on Section 6.11(a).

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bank Product” shall mean transactions under Hedging Agreements extended to any Borrower or a Subsidiary Guarantor by a Bank Product Provider.

“Bank Product Agreements” shall mean those agreements entered into from time to time by any Borrower or Subsidiary Guarantor with a Bank Product Provider in connection with the obtaining of any of the Bank Products.

“Bank Product Obligations” shall mean (a) all Hedging Obligations pursuant to Hedging Agreements entered into with one or more of the Bank Product Providers, and (b) all amounts that the Administrative Agent or any Lender is obligated to pay to a Bank Product Provider as a result of the Administrative Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to any Borrower or any Subsidiary Guarantor; provided that, in order for any item described in clause (a) or (b) above, as applicable, to constitute “Bank Product Obligations,” the applicable Bank Product must have been provided on or after the Closing Date and the Administrative Agent shall have received a Bank Product Provider Letter Agreement from the applicable Bank Product Provider (and acknowledged by the Administrative Borrower) within 30 days after the date of the provision of the applicable Bank Product to any Borrower or any Subsidiary Guarantor.

“Bank Product Provider” shall mean any Agent, any Lender or any of their respective Affiliates (or any person who at the time the respective Bank Product Agreement was entered into by such person was an Agent, a Lender or an Affiliate thereof); provided, however, that no such person shall constitute a Bank Product Provider with respect to a Bank Product unless and until the Administrative Agent shall have received a Bank Product Provider Letter Agreement from such person with respect to the applicable Bank Product (and acknowledged by the Administrative Borrower) within 30 days after the provision of such Bank Product to any Borrower or Subsidiary Guarantor.

7

“Bank Product Provider Letter Agreement” shall mean a letter agreement substantially in the form of Exhibit M, or in such other form reasonably satisfactory to the Administrative Agent, duly executed by the applicable Bank Product Provider, the applicable Borrower or Subsidiary Guarantor, the Administrative Agent and, in any event, acknowledged by the Administrative Borrower.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto.

“Base Rate” shall mean, for any day, the prime rate published in The Wall Street Journal for such day; provided that if The Wall Street Journal ceases to publish for any reason such rate of interest, “Base Rate” shall mean the prime lending rate as set forth on the Bloomberg page PRIMBB Index (or successor page) for such day (or such other service as reasonably determined by the Administrative Agent from time to time for purposes of providing quotations of prime lending interest rates); each change in the Base Rate shall be effective on the date such change is effective. The Base Rate is not necessarily the lowest rate charged by any financial institution to its customers.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Board of Directors” shall mean, with respect to any person, (a) in the case of any corporation, the board of directors of such person, (b) in the case of any limited liability company, the board of managers or board of directors, as applicable, of such person, or if such limited liability company does not have a board of managers or board of directors, the functional equivalent of the foregoing, (c) in the case of any partnership, the board of directors or board of managers, as applicable, of the general partner of such person, or if such general partner does not have a board of managers or board of directors, the functional equivalent of the foregoing, and (d) in any other case, the functional equivalent of the foregoing.

“Bookrunners” shall mean the Arrangers and UBS Securities LLC, as joint bookrunners for the credit facilities hereunder.

“Borrowers” shall mean, collectively, the Administrative Borrower and the Co- Borrower; and “Borrower” shall mean any one of them.

“Borrowing” shall mean (a) Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.

“Borrowing Request” shall mean a request by the Administrative Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit B, or such other form as mutually agreed to by the Administrative Agent and the Administrative Borrower from time to time.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City are authorized or required by law or other governmental action to close; provided, however, that when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

8

“Capital Expenditures” shall mean, without duplication, (a) any expenditure for any purchase or other acquisition of any asset, including capitalized leasehold improvements, which would be classified as a fixed or capital asset on a consolidated balance sheet of the Administrative Borrower and its Restricted Subsidiaries prepared in accordance with GAAP, and (b) Capital Lease Obligations and Synthetic Lease Obligations, but excluding (i) expenditures made in connection with the replacement, substitution or restoration of property to the extent made with the Net Cash Proceeds from Asset Sales or Casualty Events, (ii) the purchase price of equipment that is purchased substantially contemporaneously with the trade-in of existing equipment to the extent of the gross amount of such purchase price that is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time and (iii) Permitted Acquisitions.

“Capital Lease” shall mean, with respect to any person, any lease of, or other arrangement conveying the right to use, any property by such person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such person prepared in accordance with GAAP.

“Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any Capital Lease, any lease entered into as part of any Sale and Leaseback Transaction or any Synthetic Lease, or a combination thereof, which obligations are (or would be, if such Synthetic Lease or other lease were accounted for as a Capital Lease) required to be classified and accounted for as Capital Leases on a balance sheet of such person in accordance with GAAP as in effect on the Closing Date, and the amount of such obligations shall be the capitalized amount thereof (or the amount that would be capitalized if such Synthetic Lease or other lease were accounted for as a Capital Lease) determined in accordance with GAAP as in effect on the Closing Date.

“Capital Requirements” shall mean, as to any person, any matter, directly or indirectly, (i) regarding capital adequacy, capital ratios, capital requirements, liquidity requirements, the calculation of such person’s capital or similar matters, or (ii) affecting the amount of capital required to be obtained or maintained by such person or any person controlling such person (including any direct or indirect holding company), or the manner in which such person or any person controlling such person (including any direct or indirect holding company), allocates capital to any of its contingent liabilities (including letters of credit), advances, acceptances, commitments, assets or liabilities.

“Cash Collateralized” shall mean, with respect to any Letter of Credit, as of any date, that the Borrowers shall have deposited with the Collateral Agent for the benefit of the Secured Parties, an amount in cash equal to 103% of the LC Exposure as at such date plus any accrued and unpaid interest thereon. “Cash Collateralize” shall have the correlative meaning.

“Cash Equivalents” shall mean, as of any date of determination and as to any person, any of the following: (a) marketable securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such person, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one year from the date of acquisition by such person and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s, (c) time deposits and certificates of deposit of any Lender or any commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500,000,000 and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) with maturities of not more than one year from the date of acquisition by such person, (d) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with any person meeting the qualifications specified in clause (c) above, which repurchase obligations are secured by a valid perfected security interest in the underlying securities, (e) commercial paper issued by any person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, and in each case maturing not more than one year after the date of acquisition by such person, (f) investments in money market funds at least 90% of whose assets are comprised of securities of the types described in clauses (a) through (e) above, and (g) in the case of any Foreign Restricted Subsidiary only, instruments equivalent to those referred to in clauses (a) through (f) above denominated in a foreign currency, which are substantially equivalent in credit quality and tenor to those referred to above and customarily used by businesses for short term cash management purposes in any jurisdiction outside of the United States to the extent reasonably required in connection with any business conducted by any Foreign Subsidiary organized in such jurisdiction.

9

“Cash Interest Expense” shall mean, for any period, Consolidated Interest Expense for such period, less the sum of (a) interest on any debt paid by the increase in the principal amount of such debt including by issuance of additional debt of such kind or the accretion or capitalization of interest as principal and (b) items described in clause (c) or, other than to the extent paid in cash or Cash Equivalents, clause (g) of the definition of “Consolidated Interest Expense”.

“Casualty Event” shall mean any loss of title (other than through a consensual disposition of such property in accordance with this Agreement) or any loss of or damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of any Restricted Party. “Casualty Event” shall include any taking of all or any part of any Real Property, Vessel or Chartered Vessel of any Restricted Party or any part thereof, in or by condemnation or other eminent domain proceedings pursuant to any Legal Requirement, or by reason of the temporary requisition of the use or occupancy of all or any part of any Real Property, Vessel or Chartered Vessel of any Restricted Party or any part thereof by any Governmental Authority, or any settlement in lieu thereof.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.

“Change in Control” shall mean the occurrence of any of the following:

(a)     Holdings at any time ceases to own directly 100% of the Equity Interests of the Administrative Borrower or ceases to have the power to vote, or direct the voting of, any such Equity Interests; or

(b)     any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or group or its respective subsidiaries, and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that, for purposes of this clause, such person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of either (x) Voting Equity Interests of Holdings representing 50% or more of the voting power of the total outstanding Voting Equity Interests of Holdings or (y) 50% or more of the total economic interests of the Equity Interests of Holdings (in either case, taking into account in the numerator all such securities that such person or group has the right to acquire (whether pursuant to an option right or otherwise) and taking into account in the denominator all securities that any person has the right to acquire (whether pursuant to an option right or otherwise)).

10

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, order, rule, regulation, policy, or treaty, (b) any change in any law, order, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) requests, rules, guidelines or directives under the Dodd-Frank Wall Street Reform and Consumer Protection Act or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Charges” shall have the meaning assigned to such term in Section 11.13.

“Charter Contract Lien Restrictions” shall mean, subject to Section 5.16(h), any provisions in a charter contract for a Vessel that prohibits or limits the placing of a preferred ship mortgage or other Lien for the benefit of the Collateral Agent on such Vessel.

“Chartered Vessels” shall mean the vessels demise chartered by the Administrative Borrower or any of its Restricted Subsidiaries from a third party. The Chartered Vessels as of the Closing Date are identified as such on Schedule 1.01(a).

“Claims” shall have the meaning assigned to such term in Section 11.03(b).

“Class” shall mean the respective facility and commitments utilized in making Loans hereunder, including (i) as of the Closing Date, (x) the Revolving Loans and the Initial Term Loans made pursuant to Section 2.01 on such date and (y) the Swingline Loans and (ii) additional Classes of Revolving Loans or Term Loans that may be added after the Closing Date pursuant to Sections 2.20, 2.21 and 2.23.

“Closing Date” shall mean June 22, 2017.

“Co-Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Collateral” shall mean, collectively, all of the Collateral Vessels, the Security Agreement Collateral, the Mortgaged Property and all other property of whatever kind and nature, whether now existing or hereafter acquired, pledged or purported to be pledged as collateral or otherwise subject to a security interest or purported to be subject to a security interest under any Security Document other than, in each case, the Excluded Collateral.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor collateral agent pursuant to Article X (it being understood that, unless the context expressly requires otherwise, the term “Collateral Agent” shall include the Collateral Agent acting in its capacity as the Mortgage Trustee).

“Collateral Vessel” shall mean (i) initially, the Vessels identified on Schedule 1.01(a) and (ii) thereafter, (x) any additional Vessel acquired by a Borrower or a Subsidiary Guarantor after the Closing Date (other than an Excluded Vessel) and (y) any Vessel that ceases to be an Excluded Vessel after the Closing Date.

11

“Collateral Vessel Mortgage” shall mean a first preferred ship mortgage substantially in the form of Exhibit P or such other form as may be reasonably satisfactory to the Administrative Agent and the Administrative Borrower.

“Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Commitment (including an Extended Revolving Commitment and a Specified Refinancing Revolving Commitment), Swingline Commitment or Term Commitment.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” shall have the meaning assigned to such term in Section 11.01(b).

“Companies” shall mean Holdings, the Co-Borrower, the Administrative Borrower and its Restricted Subsidiaries; and “Company” shall mean any one of them.

“Compliance Certificate” shall mean a certificate of a Financial Officer of the Administrative Borrower substantially in the form of Exhibit C or such other form as the Administrative Agent and the Administrative Borrower may agree to from time to time.

“Confidential Information Memorandum” shall mean that certain confidential information memorandum dated May 2017 and relating to the Transactions.

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Amortization Expense” shall mean, for any period, the amortization expense of the Administrative Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Current Assets” shall mean, as at any date of determination, the total assets of the Administrative Borrower and its Restricted Subsidiaries (other than cash, Cash Equivalents and marketable securities) which may properly be classified as current assets on a consolidated balance sheet of the Administrative Borrower and its Restricted Subsidiaries in accordance with GAAP.

“Consolidated Current Liabilities” shall mean, as at any date of determination, the total liabilities of the Administrative Borrower and its Restricted Subsidiaries which may properly be classified as current liabilities (other than the current portion of any Loans or other long-term Indebtedness) on a consolidated balance sheet of the Administrative Borrower and its Restricted Subsidiaries in accordance with GAAP.

“Consolidated Depreciation Expense” shall mean, for any period, the depreciation expense of the Administrative Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

12

“Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period, adjusted by (i) adding thereto, without duplication, in each case only to the extent (and in the same proportion) deducted in determining such Consolidated Net Income (and, with respect to the portion of Consolidated Net Income attributable to any Restricted Subsidiary of the Administrative Borrower, only if a corresponding amount of cash would be permitted to be distributed to the Administrative Borrower by such Restricted Subsidiary by operation of the terms of its Organizational Documents and all agreements, instruments, Orders and other Legal Requirements applicable to such Restricted Subsidiary or its equityholders during such period):

(a)       Consolidated Interest Expense for such period;

(b)      Consolidated Amortization Expense for such period;

(c)      Consolidated Depreciation Expense for such period;

(d)      Consolidated Tax Expense for such period;

(e)     non-recurring transaction costs and expenses (including legal, accounting, tax and appraisal and collateral field exam costs and expenses) incurred, prior to, or within 135 days following, the Closing Date, in connection with the Transactions during such period;

(f)      extraordinary losses or charges for such period;

(g)      the aggregate amount of all other non-cash charges reducing Consolidated Net Income during such period (including (x) any write-down, write-off or impairment of assets (other than current assets) and (y) non-cash stock based compensation expense, but excluding the amortization of a prepaid cash item that was paid in a prior period);

(h)      non-recurring fees and expenses incurred during such period in connection with any Permitted Acquisition or incurrence or issuance of Indebtedness (other than intercompany Indebtedness);

(i)      non-recurring cash charges incurred during such period in respect of restructurings, business process optimizations, headcount reductions or other similar actions, including severance charges in respect of employee terminations and related employee replacement costs;

(j)      to the extent actually reimbursed in cash to the Administrative Borrower or any Restricted Subsidiary thereof, expenses incurred during such period to the extent covered by indemnification provisions in any agreement in connection with a Permitted Acquisition;

(k)      to the extent covered by insurance and actually reimbursed in cash to the Administrative Borrower or any Restricted Subsidiary thereof, expenses incurred during such period with respect to liability or Casualty Events or business interruption;

(l)      other non-recurring charges incurred during such period in an aggregate amount not to exceed $10,000,000; and

(m)     to the extent that any Holdings Specified Expenses would have been added back to Consolidated EBITDA pursuant to clauses (i)(a) through (l) above had such charge, tax or expense been incurred directly by the Administrative Borrower, such Holdings Specified Expenses.

13

(ii) subtracting therefrom, without duplication,

(a)      the aggregate amount of all non-cash income increasing Consolidated Net Income (other than the accrual of revenue or recording of receivables in the ordinary course of business) for such period;

(b)      any extraordinary income or gains for such period;

(c)      any gains on extinguishment of debt (including as a result of the acquisition of any Term Loans by the Administrative Borrower or any of its Subsidiaries); and

(d)      the aggregate amount of any cash payments or cash charges during such period on account of any non-cash charges that were added back to Consolidated EBITDA in a prior period pursuant to clause (i)(g) above.

Notwithstanding anything to the contrary contained herein, for the purpose of calculating the Total Secured Leverage Ratio and the Total Leverage Ratio for any period that includes the fiscal quarters of the Administrative Borrower ended on June 30, 2016, September 30, 2016, December 31, 2016 and March 31, 2017, (i) Consolidated EBITDA for the fiscal quarter ended on June 30, 2016 shall be deemed to be $62,338,000, (iii) Consolidated EBITDA for the fiscal quarter ended on September 30, 2016 shall be deemed to be $37,114,000, (iv) Consolidated EBITDA for the fiscal quarter ended on December 31, 2016 shall be deemed to be $37,514,000, and (v) Consolidated EBITDA for the fiscal quarter ended on March 31, 2017 shall be deemed to be $46,387,000.

“Consolidated Indebtedness” shall mean, as at any date, an amount equal to the sum of, without duplication, (i) the aggregate principal amount of all Indebtedness of the Administrative Borrower and its Restricted Subsidiaries on such date (to the extent such Indebtedness would be included on a balance sheet prepared in accordance with GAAP) consisting only of Indebtedness for borrowed money and obligations in respect of Capital Lease Obligations, (ii) the aggregate principal amount of all debt obligations of the Administrative Borrower and its Restricted Subsidiaries evidenced by bonds, debentures, notes, loan agreements or similar instruments (other than performance, surety or similar bonds to the extent not otherwise included in clause (i) above), (iii) the aggregate amount of unreimbursed drawings in respect of letters of credit (or similar facilities) issued for the account of the Administrative Borrower or any of its Restricted Subsidiaries, (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) the aggregate amount of all Contingent Obligations of the Administrative Borrower and its Restricted Subsidiaries in respect of Indebtedness of third persons of the type described in preceding clauses (i) through (iv), in each case calculated on a consolidated basis for the Administrative Borrower and its Restricted Subsidiaries.

“Consolidated Interest Expense” shall mean, for any period, the total consolidated interest expense of the Administrative Borrower and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP plus, without duplication:

14

(a)      imputed interest on Capital Lease Obligations and Attributable Indebtedness of the Administrative Borrower and its Restricted Subsidiaries for such period;

(b)      commissions, discounts and other fees and charges owed by the Administrative Borrower or any of its Restricted Subsidiaries with respect to letters of credit securing financial obligations, bankers’ acceptance financing, receivables financings and similar credit transactions for such period;

(c)      amortization of debt issuance costs, debt discount or premium and other financing fees and expenses incurred by the Administrative Borrower or any of its Restricted Subsidiaries for such period;

(d)      cash contributions to any employee stock ownership plan or similar trust made by the Administrative Borrower or any of its Restricted Subsidiaries to the extent such contributions are used by such plan or trust to pay interest or fees to any person (other than the Administrative Borrower or any of its Wholly Owned Restricted Subsidiaries) in connection with Indebtedness incurred by such plan or trust for such period;

(e)       all interest paid or payable with respect to discontinued operations of the Administrative Borrower or any of its Restricted Subsidiaries for such period;

(f)      the interest portion of any payment obligations of the Administrative Borrower or any of its Restricted Subsidiaries for such period deferred for payment at any future time, whether or not such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness and/or Contingent Obligations, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; and

(g)      all interest on any Indebtedness of the Administrative Borrower or any of its Restricted Subsidiaries of the type described in clause (e) or (j) of the definition of “Indebtedness” contained herein for such period;

provided that Consolidated Interest Expense shall be calculated after giving effect to Hedging Agreements (including associated costs) intended to protect against fluctuations in interest rates, but excluding unrealized gains and losses with respect to any such Hedging Agreements.

“Consolidated Net Income” shall mean, for any period, the consolidated net income (or loss) of the Administrative Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP (after deduction for minority interests and adjusted to reflect any Holdings Specified Expenses during such period as though such Holdings Specified Expenses had been incurred directly by the Administrative Borrower and such Holdings Specified Expenses would have been included in the calculation of the net income (or loss) of the Administrative Borrower for such period); provided that there shall be excluded from such net income (to the extent otherwise included therein), without duplication:

15

(a)     the net income (or loss) for such period of any person (other than the Administrative Borrower) that is not a Restricted Subsidiary of the Administrative Borrower (including any Unrestricted Subsidiary) or that is accounted for by the equity method of accounting, except to the extent that cash in an amount equal to any such income has actually been received by the Administrative Borrower or (subject to clause (b) below) any of its Restricted Subsidiaries from such person during such period; (provided, however, the amount of the Second Amendment FSO JV Debt Dividend and the amount of the SPV VLCC Pre-Designation Sale Proceeds Dividend shall not be included in Consolidated Net Income to the extent that same otherwise would have been included therein pursuant to this clause (a));

(b)     the net income of any Restricted Subsidiary of the Administrative Borrower during such period to the extent that the declaration and/or payment of dividends or similar distributions by such Restricted Subsidiary of that income is not permitted by operation of the terms of its Organizational Documents or any agreement (other than any Loan Document), instrument, Order or other Legal Requirement applicable to that Restricted Subsidiary or its equityholders during such period, except that the Administrative Borrower’s equity in the net loss of any such Restricted Subsidiary for such period shall be included in determining Consolidated Net Income; and

(c)     except for determinations expressly required to be made on a Pro Forma Basis, the net income (or loss) of any person accrued prior to the date it becomes a Restricted Subsidiary of the Administrative Borrower or all or substantially all of the property of such person is acquired by the Administrative Borrower or any of its Restricted Subsidiaries.

“Consolidated Secured Indebtedness” shall mean, as at any date of determination, the aggregate amount of Consolidated Indebtedness that, as of such date, is secured by a Lien on any asset or property of the Administrative Borrower or any of its Restricted Subsidiaries.

“Consolidated Tax Expense” shall mean, for any period, the sum of, without duplication, (i) the tax expense (including federal, state, local and foreign income taxes) of the Administrative Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP and (ii) the aggregate amount of all Permitted Tax Distributions made during such period.

“Consolidated Total Assets” shall mean, at any date of determination, the net book value of all assets of the Administrative Borrower and its Restricted Subsidiaries (or, for purposes of Sections 3.07(d)(ii) and 5.17, all of its Subsidiaries) determined on a consolidated basis in accordance with GAAP on such date; provided that, except for purposes of Sections 3.07(d)(ii) and 5.17, the net book value attributable to any Unrestricted Subsidiaries shall be excluded.

“Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing any Indebtedness, leases or other obligations (including dividends on Disqualified Capital Stock) (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation agreement, understanding or arrangement of such person, whether or not contingent: (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth, net equity, liquidity, level of income, cash flow or solvency of the primary obligor; (c) to purchase or lease property, securities or services primarily for the purpose of assuring the primary obligor of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement or equivalent obligation arises (which reimbursement obligation shall constitute a primary obligation); or (e) otherwise to assure or hold harmless the primary obligor of any such primary obligation against the payment of such primary obligation; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties given in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation, or portion thereof, in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument, agreements or other documents or, if applicable, unwritten enforceable agreement, evidencing such Contingent Obligation) or, if not stated or determinable, the amount that can reasonably be expected to become an actual or matured liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

16

“Contribution Notice” shall mean a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ability to exercise voting power, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Controlled Account” shall mean each Specified Account that is not a Non-Controlled Account (it being understood and agreed that the Administrative Borrower Concentration Account shall at all times be deemed to be a Controlled Account).

“Corrective Extension Amendment” shall have the meaning assigned to such term in Section 2.20(e).

“Credit Extension” shall mean, as the context may require, (i) the making of a Loan by a Lender or (ii) the issuance of any Letter of Credit, or the extension of the expiry date or renewal, or an amendment or other modification to increase the amount, of any then existing Letter of Credit, by an Issuing Bank.

“Debt Issuance” shall mean the incurrence by any Restricted Party of any Indebtedness after the Closing Date (other than as permitted by Section 6.01).

“Debt Service” shall mean, for any period, the sum of (i) Cash Interest Expense for such period plus (ii) scheduled principal amortization of all Indebtedness (including the principal component of Capital Lease Obligations) of the Administrative Borrower and its Restricted Subsidiaries for such period.

“Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

“Default Excess” shall have the meaning assigned to such term in Section 2.16(c).

“Default Period” shall have the meaning assigned to such term in Section 2.16(c).

“Default Rate” shall have the meaning assigned to such term in Section 2.06(c).

“Defaulted Loans” shall have the meaning assigned to such term in Section 2.16(c).

17

“Defaulting Lender” shall mean any Lender that has (a) failed to fund its portion of any Borrowing, or any portion of its participation in any Letter of Credit or Swingline Loan, within one Business Day of the date on which it shall have been required to fund the same (unless the subject of a good faith dispute between the Administrative Borrower and such Lender related hereto), (b) notified the Administrative Borrower, the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under agreements in which it commits to extend credit generally, (c) failed, within three Business Days after written request by the Administrative Agent or the Administrative Borrower, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans (unless the subject of a good faith dispute between the Administrative Borrower and such Lender); provided, that any such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt of such confirmation by the Administrative Agent or the Administrative Borrower, (d) otherwise failed to pay over to the Administrative Borrower, the Administrative Agent, any Issuing Bank or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due (unless the subject of a good faith dispute), or (e) at any time after the Closing Date (i) been (or has a parent company that has been) adjudicated as, or determined by any Governmental Authority having regulatory authority over such person or its properties or assets to be, insolvent, (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment unless, in the case of any Lender referred to in this clause (e), the Administrative Borrower, the Administrative Agent, the Swingline Lender and each Issuing Bank shall be satisfied that such Lender intends, and has all approvals required to enable it, to continue to perform its obligations as a Lender hereunder, or (iii) become the subject of a Bail-In Action. For the avoidance of doubt, a Lender shall not be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in such Lender or its parent by a Governmental Authority; provided, that, as of any date of determination, the determination of whether any Lender is a Defaulting Lender hereunder shall not take into account, and shall not otherwise impair, any amounts funded by such Lender which have been assigned by such Lender to an SPC pursuant to Section 11.04(h). Any determination by the Administrative Agent that a Lender is a Defaulting Lender shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination by the Administrative Agent to the Administrative Borrower and each other. In no event shall the reallocation of funding obligations provided for in Section 2.16(c) as a result of a Lender being a Defaulting Lender nor the performance by non-Defaulting Lenders of such reallocated funding obligations by themselves cause the relevant Defaulting Lender to become a non-Defaulting Lender.

“Deposit Account” shall mean a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

“Deposit Account Bank” shall mean a financial institution with whom a Deposit Account is maintained.

“Deposit Account Control Agreement” shall mean a letter agreement, in form and substance reasonably satisfactory to the Collateral Agent, executed by the relevant Loan Party, the Collateral Agent and the relevant Deposit Account Bank (or, with respect to any Deposit Accounts located outside of the United States, customary security arrangements in the applicable jurisdictions for perfecting a security interest in such Deposit Accounts and the assets deposited therein or credited thereto).

18

“Discounted Prepayment Offer” shall have the meaning assigned to such term in Section 2.22(a).

“Disposition” or “disposition” shall mean, with respect to any property, any conveyance, sale, lease, sublease, assignment, transfer or other disposition of such property (including (i) by way of merger or consolidation, (ii) any Sale and Leaseback Transaction and (iii) any Synthetic Lease).

“Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security or instrument into which it is convertible or for which it is exchangeable or exercisable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the 91st day after the Latest Maturity Date in effect at the time of the issuance of such Disqualified Capital Stock, (b) is convertible into or exchangeable or exercisable (unless at the sole option of the issuer thereof) for (i) debt securities or other indebtedness or (ii) any Equity Interests referred to in clause (a) above, in each case at any time on or prior to the date that is 91 days after the Latest Maturity Date in effect at the time of the issuance of such Disqualified Capital Stock, or (c) contains any repurchase or payment obligation which may come into effect prior to the date that is 91 days after such Latest Maturity Date. For the avoidance of doubt, any Equity Interest that may or shall be repurchased or redeemed (but only to the extent permitted hereunder at such time) from officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance or termination of employment or service shall not be deemed to be “Disqualified Capital Stock” for such reason alone.

“Disqualified Institutions” shall mean those persons (including any such person’s Affiliates that are clearly identifiable solely on the basis of such Affiliates’ names) identified by the Administrative Borrower to the Administrative Agent in writing from time to time to the extent such person is identified by name and is directly engaged in substantially similar business operations as the Administrative Borrower or any of its Restricted Subsidiaries (in each case, other than a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course), which designations (x) shall not apply retroactively to disqualify any persons that have previously acquired an assignment or participation interest in the Loans or the Commitments and (y) shall be effective on the third Business Days after delivery to the Administrative Agent of any such written notice by the Administrative Borrower.

“Dividend” shall mean, with respect to any person, that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests), or set aside or otherwise reserved, directly or indirectly, any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any of the outstanding Equity Interests of such person (or any options or warrants issued by such person with respect to its Equity Interests). Without limiting the foregoing, “Dividends” with respect to any person shall also include all payments made or required to be made by such person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of or otherwise reserving any funds for the foregoing purposes.

19

“Dollar Amount” shall mean, at any time, with respect to any Letter of Credit (and any related LC Exposure), (A) if denominated in Dollars, the amount thereof and (B) if denominated in any Alternative Currency, the amount thereof converted to Dollars in accordance with Sections1.07, 2.18(e) and 2.18(m).

“Dollars” or “$” shall mean lawful money of the United States.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Effective Yield” shall mean, as to any tranche of term loans (including the Term Loans), the effective yield on such tranche of term loans, as reasonably determined by the Administrative Agent, taking into account the applicable interest rate margins, interest rate benchmark floors and all fees, including recurring, up-front or similar fees or original issue discount (amortized over four years following the date of incurrence thereof; provided, that if the stated maturity date of a new tranche of term loans is less than four years from the date of determination, then the “Effective Yield” for such tranche of term loans shall be determined using an assumed amortization period equal to the actual remaining life to maturity of such tranche) payable generally to the lenders making such tranche of term loans, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the lenders thereunder.

“Eligible Assignee” shall mean any person that meets the requirements to be an assignee under Section 11.04(b) (subject to such consents, if any, as may be required under Section 11.04(b)) but, in any event, excluding Disqualified Institutions.

“Embargoed Person” shall have the meaning assigned to such term in Section 6.19.

“Employee Benefit Plan” shall mean any “employee benefit plan” as defined in Section 3(3) of ERISA which is, or at any time during which the applicable statute of limitations remains open was, maintained or contributed to by any Company or any of its ERISA Affiliates, other than a Multiemployer Plan. For the avoidance of doubt, the definition of “Employee Benefit Plan” does not include Non-U.S. Plans.

“EMU Legislation” shall mean the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

20

“Engagement Letter” shall mean the Engagement Letter, dated May 30, 2017 (as amended, modified or supplemented prior to the Closing Date (including pursuant to any joinder of “Additional Agents” thereunder)), among the Administrative Borrower, the Arrangers and the Bookrunners.

“Environment” shall mean air, land, soil, surface waters, ground waters, stream and river sediments.

“Environmental Claim” shall mean any claim, notice, demand, Order, action, suit or proceeding alleging or asserting liability or obligations under Environmental Law, including liability or obligation for investigation, assessment, remediation, removal, cleanup, response, corrective action, monitoring, post-remedial or post-closure studies, investigations, operations and maintenance, injury, damage, destruction or loss to natural resources, personal injury, wrongful death, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release of Hazardous Material in, on, into or from the Environment at any location or from any Vessel or Chartered Vessel or (ii) any violation of or non-compliance with Environmental Law.

“Environmental Law” shall mean any and all applicable current and future Legal Requirements relating to the Environment, the Release or threatened Release of Hazardous Material, exposure to Hazardous Materials, natural resource damages, or occupational safety or health.

“Environmental Permit” shall mean any permit, license, approval, consent, registration, notification, exemption or other authorization required by or from a Governmental Authority under any Environmental Law.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited), or if such person is a limited liability company, membership interests, and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the date hereof or issued on or after the Closing Date, but excluding debt securities convertible or exchangeable into such equity.

“Equity Issuance” shall mean, without duplication, (i) any issuance or sale by Holdings after the Closing Date of any Equity Interests in Holdings (including any Equity Interests issued upon exercise of any warrant or option or equity-based derivative) or any warrants or options or equity-based derivatives to purchase Equity Interests in Holdings or (ii) any contribution to the capital of Holdings; provided, however, that an Equity Issuance shall not include any issuance of Disqualified Capital Stock or Debt Issuance.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414(b) or (c) of the Code (and, for purposes of Section 302 of ERISA and each “applicable section” under Section 414(t)(2) of the Code, under Section 414(b), (c), (m) or (o) of the Code), or under Section 4001 of ERISA.

21

“ERISA Event” shall mean: (a) the occurrence of a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan for which the requirement to provide notice to the PBGC has not been waived; (b) the failure to meet the minimum funding standard of Section 412 or 430 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430 of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (c) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (d) the withdrawal by any Company or any of its ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan, in any case, resulting in liability to any Company or any of its ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (e) the institution by the PBGC of proceedings to terminate any Pension Plan under Section 4042 of ERISA, or the occurrence of any event or condition which would reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (f) the imposition of liability on any Company or any of its ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the withdrawal of any Company or any of its ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan which withdrawal would reasonably be expected to result in liability to any Company or any of its ERISA Affiliates, or the receipt by any Company or any of its ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (h) the imposition of a Lien pursuant to Section 430(k) of the Code or pursuant to ERISA with respect to any Pension Plan or a violation of Section 436 of the Code; or (i) the occurrence of a non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which would reasonably be expected to result in liability to any Company or any of its ERISA Affiliates.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time

“Euro” shall mean the single currency of the participating member states as described in any EMU Legislation.

“Eurodollar Borrowing” shall mean a Eurodollar Revolving Borrowing or a Eurodollar

Term Borrowing.

“Eurodollar Loan” shall mean any Eurodollar Revolving Loan or Eurodollar Term Loan.

“Eurodollar Revolving Borrowing” shall mean a Borrowing comprised of Eurodollar

Revolving Loans.

“Eurodollar Revolving Loan” shall mean any Revolving Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

“Eurodollar Term Borrowing” shall mean a Borrowing comprised of Eurodollar Term Loans.

“Eurodollar Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted LIBOR Rate in accordance with the provisions of Article II.

22

“Event of Default” shall have the meaning assigned to such term in Section 8.01.

“Excess Cash Flow” shall mean, for any Excess Cash Flow Period, the difference (if positive) of:

(a)           the sum, without duplication, of:

(i)          Consolidated EBITDA for such Excess Cash Flow Period;

(ii)        cash items of income (including cash gains) during such Excess Cash Flow Period not included in calculating Consolidated EBITDA (other than cash items of income (including cash gains) to the extent arising from any Asset Sale permitted hereunder or any Casualty Event, in each case, so long as the Net Cash Proceeds received therefrom are applied and/or reinvested pursuant to Section 2.10(b)(vi) or are applied to consummate the SPV VLCC Transactions);

(iii)      the decrease, if any, in the Net Working Capital from the beginning to the end of such Excess Cash Flow Period;

(iv)      the amount of any refund received in cash during such Excess Cash Flow Period on account of cash taxes (including penalties and interest) paid in any prior Excess Cash Flow Period to the extent deducted from Excess Cash Flow in any prior Excess Cash Flow Period pursuant to clause (b)(i) below and, without duplication, the reversal, during such Excess Cash Flow Period, of any reserve established pursuant to clause (b)(i) below; and

(v)        the amount of any FSO JV Debt Dividend received during such Excess Cash Flow Period; minus, but excluding the amount of the Second Amendment FSO JV Debt Dividend; and

(vi)        the amount of any SPV VLCC Pre-Designation Sale Proceeds Dividend; minus

(b)          the sum, without duplication, of:

(i)         the amount of any cash Consolidated Tax Expense paid or payable by the Administrative Borrower and its Restricted Subsidiaries with respect to such Excess Cash Flow Period and for which, to the extent required under GAAP, reserves have been established;

(ii)         the amount of any Permitted Tax Distributions paid in cash during such Excess Cash Flow Period;

(iii)        the amount of Debt Service for such Excess Cash Flow Period;

(iv)       amounts actually paid and applied to the permanent repayments and prepayments of principal of Indebtedness (other than Loans or in connection with the Refinancing) made by the Administrative Borrower and its Restricted Subsidiaries during such Excess Cash Flow Period but only to the extent that (A) (i) such repayments and prepayments by their terms cannot be reborrowed or redrawn, and (ii) such repayments and prepayments do not occur in connection with a refinancing of all or a portion of such Indebtedness, and (B) the amounts used to make such payments are funded from Internally Generated Funds (other than on reliance on the use of the Available Amount (other than clause (a) of the definition thereof));

23

(v)        the sum of (i) Capital Expenditures made in cash during such Excess Cash Flow Period, to the extent funded from Internally Generated Funds, and (ii) cash consideration paid during such Excess Cash Flow Period to make Permitted Acquisitions to the extent funded from Internally Generated Funds (other than on reliance on the use of the Available Amount (other than clause (a) of the definition thereof));

(vi)       the increase, if any, in the Net Working Capital from the beginning to the end of such Excess Cash Flow Period;

(vii)      cash items of expense (including cash losses) during such Excess Cash Flow Period not deducted in calculating Consolidated EBITDA; and

(viii)     the aggregate amount of Investments made pursuant to Sections 6.04(m) and (n) (other than to the extent made in a Restricted Subsidiary of the Administrative Borrower) and the aggregate amount of Dividends paid pursuant to SectionSections 6.08(h) and (i), in each case, to the extent made or paid during the respective Excess Cash Flow Period with Internally Generated Funds.

“Excess Cash Flow Period” shall mean (i) the period commencing on (and including) April 1, 2017 through and including December 31, 2017 and (ii) each fiscal year of the Administrative Borrower thereafter.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Rate” shall mean and refer to the rate determined by the applicable Issuing Bank to be the rate quoted by the person acting in such capacity as the spot rate for the purchase by such person of such currency with Dollars through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that such Issuing Bank may obtain such spot rate from another financial institution designated by such Issuing Bank if the person acting in such capacity so elects; and provided further that such Issuing Bank may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“Exchange Rate Reset Date” shall have the meaning assigned to such term in Section 2.18(m).

“Excluded Account” shall mean any Deposit Account or Securities Account (a) (i) to secure corporate credit card obligations of the Administrative Borrower or any of its Restricted Subsidiaries or (ii) to secure operating lease obligations of the Administrative Borrower or any of its Restricted Subsidiaries, in each case, in the ordinary course of business and solely to the extent that (x) the granting of a security interest in any such Deposit Account or Securities Account is prohibited by, or constitutes a violation or breach of, a restriction pursuant to the applicable contract governing the respective credit card or lease obligations and (y) the only proceeds held in such Deposit Account or Securities Account are used for the purposes set forth in preceding clause (i) or (ii), as applicable, or (b) that is identified as such on Schedule 3.27 as being maintained, and for so long as it remains maintained, by any Borrower or Subsidiary Guarantor in the ordinary course of business as agent or administrator exclusively for any pool arrangement with third parties so long as the proceeds held in (or credited to) such Deposit Accounts or Securities Accounts are distributed promptly pursuant to the rules of the relevant pool arrangement to such Borrower, Subsidiary Guarantor and third parties.

24

“Excluded Collateral” shall mean: (i) any contract, instrument, license or other agreement to which any Loan Party is a party, any of its rights or interests thereunder, or any assets subject thereto, the granting of a security interest in which is prohibited by, or constitutes a violation or breach of a restriction pursuant to applicable Legal Requirements or the respective contract, instrument, license or other agreement (including any requirement to obtain the consent of any Governmental Authority or third party (other than Holdings or any of its Subsidiaries or Controlled Affiliates)), in each case, only for so long as the grant of such security interest shall constitute or result in (x) the abandonment, invalidation or unenforceability of any right, title or interest of any Loan Party therein or (y) a breach or termination pursuant to the terms of, or a default under, any such contract, instrument, license, property rights or other agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant or any other applicable Legal Requirement (including the Bankruptcy Code) or principles of equity); provided, however, that such security interest shall attach immediately and automatically at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied or any such consent has been obtained; and provided, further, that, to the extent severable, shall attach immediately to any portion of such contract, instrument, license or other agreement or any rights or interests thereunder or any assets subject thereto that does not result in any of the consequences specified in preceding clause (x) or (y) including any proceeds and receivables of any such contract, instrument, license or other agreement or any rights or interests thereunder or any assets subject thereto; (ii) any Margin Stock; (iii) any Equity Interests in, and assets of, any Joint Ventures or non-Wholly Owned Subsidiaries to the extent the pledge thereof would (A) violate or breach the terms of, or require the consent of any third party (other than Holdings or any of its Subsidiaries or Controlled Affiliates) pursuant to, any shareholder, joint venture or similar arrangements relating to such Joint Venture or non-Wholly Owned Subsidiary, except to the extent that any such consent has been obtained, or (B) result (including following any exercise of remedies) in a change in control, repurchase obligation or other materially adverse consequence to any of the Loan Parties; (iv) any property subject to a Lien securing Purchase Money Obligations permitted hereunder to the extent that a grant of a security interest therein would violate the terms of such Indebtedness, other than proceeds and receivables thereof; (v) any United States “intent to use” trademark applications filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. Section 1051, prior to the accepted filing of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the Lanham Act or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in commerce” application pursuant to Section 1(c) of the Lanham Act and any other Intellectual Property in any jurisdiction where the grant of a Lien thereon would cause the invalidation or abandonment of such Intellectual Property under applicable law; (vi) assets to the extent a security interest in such assets would result in a material adverse tax consequence to the Administrative Borrower, as reasonably determined by the Administrative Borrower in consultation with the Administrative Agent; (vii) assets as to which the costs of obtaining and/or perfecting such security interest are excessive in relation to the practical benefit of the security to be afforded thereby (as reasonably determined by the Administrative Borrower and the Administrative Agent); (viii) assets owned by a Subsidiary Guarantor after release of the Subsidiary Guarantor from its Guarantee pursuant to the Loan Documents; (ix) any Equity Interests of an SPV Buyer and any property of an SPV Buyer or Vessel Holding Person, in each case, to the extent that (and only for so long as) such Equity Interests or property have been pledged as collateral pursuant to Section 6.02(y); (x) any leasehold interests in Real Property; (xi) any Excluded Accounts; (xii) motor vehicles, aircraft and other assets subject to certificates of title (other than Vessels) to the extent that a Lien on such assets cannot be perfected solely by the filing of a financing statement; (xiii) commercial tort claims with respect to claimed damages of less than $2,500,000; (xiv) letter of credit rights (other than to the extent consisting of supporting obligations that can be perfected solely by the filing of a financing statement); (xv) any Equity Interests in any Unrestricted Subsidiary other than the SPV VLCC Parent; 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); provided, however, it is understood and agreed that (x) to the extent any consent of a third party (that is not Holdings or any of its Subsidiaries or Controlled Affiliates) is required by the terms of any charter to a third party with respect to any Vessel that will comprise Collateral in order for a Loan Party to grant a Collateral Vessel Mortgage on such Vessel, such Loan Party shall use its commercially reasonable efforts to promptly obtain such consent in coordination with the Administrative Agent and, (y) to the extent that any asset or property (including a Vessel) that is owned by a Loan Party ceases to be Excluded Collateral because none of the applicable exclusions set forth above continue to apply to such asset or property, such asset or property shall thereafter constitute Collateral and the applicable Loan Party shall take all such actions as may be required by the Loan Documents to grant a perfected security interest therein to the Collateral Agent for the benefit of the Secured Parties and (z) the Equity Interests in the SPV VLCC Parent shall not constitute Excluded Collateral pursuant to clause (i) as a result of any restriction contained in the Sinosure Facility Agreement.

25

“Excluded Subsidiary” shall mean (a) any Immaterial Subsidiary, (b) any Subsidiary that is not a Wholly Owned Subsidiary, (c) any Subsidiary that is prohibited by any applicable Legal Requirement of any Governmental Authority or by any contractual obligation existing on the Closing Date (or, if later, the date it became a Restricted Subsidiary so long as such contractual obligation was existing prior to becoming a Restricted Subsidiary and was not entered into in contemplation thereof and only applies to such Restricted Subsidiary) from guaranteeing the Obligations or which would require governmental (including regulatory) consent, approval, license or authorization to provide a Guarantee unless such consent, approval, license or authorization has been received, (d) any SPV Buyer that has incurred Indebtedness pursuant to Section 6.01(q) and its Vessel Holding Persons (if any), but only so long as such Indebtedness remains outstanding and (e) any Unrestricted Subsidiary; provided, that (i) any Subsidiary of Holdings that provides a guarantee or is otherwise an obligor in respect of the obligations under the Additional Permitted Unsecured Debt Documents shall be required to be a Subsidiary Guarantor hereunder and (ii) in no event shall any Borrower constitute an Excluded Subsidiary.

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation incurred after the Closing Date if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest would otherwise have become effective with respect to such Swap Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” at such time. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of the applicable Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder.

26

“Excluded Taxes” shall mean, with respect to a Recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) income or franchise taxes and backup withholding taxes imposed on (or measured by) its net income (i) by the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, including (for the avoidance of doubt) U.S. federal income tax imposed on the net income of a Foreign Lender as a result of such Foreign Lender engaging in a trade or business in the United States; (b) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrowers under Section 2.16), any U.S. Federal withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant to Section 2.15 (it being understood and agreed, for the avoidance of doubt, that any withholding tax imposed on a Foreign Lender as a result of a Change in Law or regulation or interpretation thereof occurring after the time such Foreign Lender became a party to this Agreement shall not be an Excluded Tax under this clause (b)); (c) taxes imposed as a result of a Foreign Lender’s failure to comply with Section 2.15(f); (d) branch profits taxes imposed by any jurisdiction described in clause (a) above; (e) any U.S. federal withholding taxes imposed under FATCA; and (f) any U.S. federal withholding taxes imposed as a result of such Foreign Lender’s failure to comply with Section 2.15(g).

“Excluded Vessel” shall mean any Vessel owned by a Loan Party that constitutes Excluded Collateral. The Excluded Vessels as of the Closing Date are identified as such on Schedule 1.01(a), which Schedule also sets forth the basis for each such Vessel being an Excluded Vessel.

“Executive Order” shall have the meaning assigned to such term in Section 3.22(a).

“Existing Lien” shall have the meaning assigned to such term in Section 6.02(c).

“Existing Credit Agreement” shall mean that certain Credit Agreement, dated as of August 5, 2014 (as amended, supplemented or otherwise modified prior to the Closing Date), by and among Holdings, the Borrowers, Jefferies Finance LLC, as administrative agent and the other parties party thereto.

“Extended Revolving Commitments” shall have the meaning assigned to such term in Section 2.20(a).

“Extended Revolving Loans” shall have the meaning assigned to such term in Section 2.20(a).

“Extended Term Loans” shall have the meaning assigned to such term in Section 2.20(a).

“Extending Lender” shall have the meaning assigned to such term in Section 2.20(a).

“Extending Revolving Lender” shall have the meaning assigned to such term in Section 2.20(a).

“Extending Term Lender” shall have the meaning assigned to such term in Section 2.20(a).

“Extension” shall have the meaning assigned to such term in Section 2.20(a).

27

“Extension Amendment” shall have the meaning assigned to such term in Section 2.20(d).

“Extension Election” shall have the meaning assigned to such term in Section 2.20(c).

“Extension Request” shall have the meaning assigned to such term in Section 2.20(a).

“Fair Market Value” shall mean, with respect to any asset (including any Equity Interests of any person), the price at which a willing buyer, not an Affiliate of the seller, and a willing seller who does not have to sell, would agree to purchase and sell such asset, as determined (x) in good faith by the Board of Directors or, pursuant to a specific delegation of authority by such Board of Directors or a designated senior executive officer, of the Administrative Borrower, or the Subsidiary of the Administrative Borrower selling such asset or (y) in the case of Collateral Vessels and, the FSO JV Equity Interests and the SPV VLCC Parent Equity Interests for purposes of calculating the Loan to Value Test, by the most recent applicable appraisal that has been delivered to the Administrative Agent pursuant to the terms hereof (subject, in the case of the FSO JV Equity Interests and the SPV VLCC Parent Equity Interests, to any adjustments pursuant to clause (I)(b) or (II)(b) below, as applicable); provided, however, in the case of (I) the FSO JV Equity Interests, (a) prior to the earlier to occur of (i) the first appraisal delivered to the Administrative Agent pursuant to the terms hereof and (ii) the date on which the Compliance Certificate is delivered to the Administrative Agent pursuant to Section 5.01(f)(ii)(x) for the fiscal year ending December 31, 2017 (and subject to any adjustments pursuant to clause (b) below), the Fair Market Value of the FSO JV Equity Interests shall be deemed to be $250,000,000 and (b) upon the occurrence or consummation of any condition, event or transaction (or one or more related conditions, events or transactions) (such as, but not limited to, any sale or other disposition by any FSO JV of any asset, any casualty or condemnation event affecting any asset of any FSO JV, any incurrence of any Indebtedness by any FSO JV or the incurrence by, or imposition of any liability on, any FSO JV) that could, in the good faith judgment of the Administrative Borrower (in consultation with the Administrative Agent), impact the Fair Market Value of the FSO JV Equity Interests by 10% or more, the Administrative Borrower shall, promptly after the occurrence or consummation of such condition, event or transaction (or series of related conditions, events or transactions), provide the Administrative Agent with an updated valuation of the Fair Market Value of the FSO JV Equity Interests (in form and detail reasonably satisfactory to the Administrative Agent) and at such time, the Fair Market Value of the FSO JV Equity Interests shall be automatically adjusted to reflect such updated valuation until such time as a new appraisal is delivered to the Administrative Agent in accordance with the terms hereof. and (II) the SPV VLCC Parent Equity Interests, (a) prior to the earlier to occur of (i) the first appraisal delivered to the Administrative Agent pursuant to the terms hereof and (ii) the date on which the Compliance Certificate is delivered to the Administrative Agent for the fiscal year ending December 31, 2018 (and subject to any adjustments pursuant to clause (b) below), the Fair Market Value of the SPV VLCC Parent Equity Interests shall be deemed to be $172,000,000 and (b) upon the occurrence or consummation of any condition, event or transaction (or one or more related conditions, events or transactions) (such as, but not limited to, any sale or other disposition of any SPV VLCC Vessel or SPV VLCC Vessel Owner, any casualty or condemnation event affecting any asset of any SPV VLCC Vessel Owner, any incurrence of any Indebtedness by SPV VLCC Parent or any of its Subsidiaries or the incurrence by, or imposition of any liability on, SPV VLCC Parent or any of its Subsidiaries) that could, in the good faith judgment of the Administrative Borrower (in consultation with the Administrative Agent), impact the Fair Market Value of the SPV VLCC Parent Equity Interests by 10% or more, the Administrative Borrower shall, promptly after the occurrence or consummation of such condition, event or transaction (or series of related conditions, events or transactions), provide the Administrative Agent with an updated valuation of the Fair Market Value of the SPV VLCC Parent Equity Interests (in form and detail reasonably satisfactory to the Administrative Agent) and at such time, the Fair Market Value of the SPV VLCC Parent Equity Interests shall be automatically adjusted to reflect such updated valuation until such time as a new appraisal is delivered to the Administrative Agent in accordance with the terms hereof.

28

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements (and related legislation or official administrative guidance) implementing the foregoing.

“FCPA” shall have the meaning assigned to such term in Section 3.22(d).

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary to the next 1/100th of 1.00%) of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fees” shall mean the Commitment Fees, the Administrative Agent Fees, the LC Participation Fees, the Fronting Fees and the other fees referred to in Section 2.05.

“Financial Officer” of any person shall mean any of the chief financial officer, principal accounting officer, treasurer or assistant treasurer of such person.

“Financial Support Direction” shall mean a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004.

“FIRREA” shall mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“First Amendment” shall mean that certain First Amendment to Credit Agreement, dated as of the First Amendment Effective Date, among the Borrowers, Holdings, the other Guarantors, the Administrative Agent and the Lenders party thereto.

“First Amendment Effective Date” shall mean July 24, 2017.

“First Priority” shall mean, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is (a) the most senior Lien to which such Collateral is subject (subject only to non-consensual Permitted Liens that arise under any Legal Requirement), or (b) a Collateral Vessel Mortgage duly recorded or registered in accordance with the laws of the applicable Acceptable Flag Jurisdiction in which such Collateral Vessel is registered covering a Collateral Vessel (subject only to Permitted Collateral Vessel Liens which may, under applicable law, be entitled to priority over such Collateral Vessel Mortgage).

“Flood Laws” shall mean, collectively, (a) the National Flood Insurance Act of 1968, (b) the Flood Disaster Protection Act of 1973, (c) the National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (d) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statue thereto and (e) the Biggert-Waters Flood Insurance Reform Act of 2012, each as now or hereafter in effect or any successor statute thereto and any and all official rulings and interpretation thereunder or thereof.

29

“Foreign Lender” shall mean any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“Foreign Restricted Subsidiary” shall mean any Foreign Subsidiary that is a Restricted Subsidiary.

“Foreign Subsidiary” shall mean a Subsidiary that is organized under the laws of a jurisdiction other than the United States, any state thereof or the District of Columbia.

“Fronting Fee” shall have the meaning assigned to such term in Section 2.05(c).

“FSO JV” shall mean each of TI Africa Limited and TI Asia Limited, in each case, a limited corporation formed under the laws of Hong Kong.

“FSO JV Debt Dividend” shall have the meaning assigned to such term in Section 6.02.

“FSO JV Equity Interests” shall mean the Equity Interests of an FSO JV to the extent owned by an FSO Parent, (a) the Fair Market Value of which Equity Interests owned by an FSO Parent have been appraised through an appraisal in form, scope and methodology, and by an independent third party appraiser, in either case, reasonably satisfactory to the Administrative Agent not less than once during each fiscal year of the Administrative Borrower (or more frequently as may be requested by the Administrative Agent at any time an Event of Default has occurred and is continuing) (but otherwise subject to the proviso to the definition of “Fair Market Value” contained herein) and (b) either (i) such Equity Interests have been pledged by the applicable FSO Parent as Collateral to secure the Secured Obligations under the Loan Documents or (ii) the Equity Interests of such FSO JV’s FSO Parent have been pledged by its direct parent company as Collateral to secure the Secured Obligations under the Loan Documents and such FSO Parent has no Indebtedness other than Indebtedness permitted pursuant to the last paragraph of Section6.01. Each such appraisal shall be addressed to the Administrative Agent and upon which the Administrative Agent, the Collateral Agent and the Lenders are expressly permitted to rely and shall have been delivered to the Administrative Agent.

“FSO JV Net Debt Proceeds” shall mean the cash proceeds received by an FSO JV from the incurrence of Indebtedness by it after the Closing Date, net of (i) the repayment of any Indebtedness of such FSO JV with the cash proceeds therefrom and (ii) reasonable and customary fees, commissions, costs and expenses incurred in connection therewith.

“FSO Parent” shall mean a direct or indirect Wholly Owned Subsidiary of the Administrative Borrower that is a Subsidiary Guarantor and directly owns FSO JV Equity Interests (it being understood that, on the Closing Date, the FSO Parent is Africa Tanker Corporation, a Marshall Islands corporation and a direct Wholly Owned Subsidiary of the Administrative Borrower that is a Subsidiary Guarantor).

“Funding Default” shall have the meaning assigned to such term in Section 2.16(c).

“GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis.

30

“Governmental Approval” shall mean any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental Authority” shall mean any federal, state, local or foreign (whether civil, administrative, criminal, military or otherwise) court, central bank or governmental agency, tribunal, authority, instrumentality, regulatory or self-regulatory, body or any subdivision thereof or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” shall have the meaning assigned to such term in Section 11.04(h).

“Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

“Guarantees” shall mean the guarantees issued pursuant to Article VII by each of the Guarantors.

“Guarantors” shall mean (i) Holdings, (ii) each Subsidiary Guarantor and (iii) each Borrower in its capacity as a guarantor of the Bank Product Obligations of another Restricted Party.

“Hazardous Materials” shall mean hazardous substances, hazardous wastes, hazardous materials, or any other pollutants, contaminants, chemicals, wastes, materials, compounds, constituents or substances, defined under, subject to regulation under, or which can give rise to liability or obligations under, any Environmental Laws, including polychlorinated biphenyls (“PCBs”) or any substance or compound containing PCBs, asbestos or any asbestos-containing materials in any form or condition, lead- based paint, urea formaldehyde, pesticides, radon or any other radioactive materials including any source, special nuclear or by-product material, petroleum, petroleum products, petroleum-derived substances, crude oil or any fraction thereof, or any mold, microbial or fungal contamination that could pose a risk to human health or the Environment.

“Hedging Agreement” shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, currency swap transactions, cross-currency rate swap transactions, currency options, cap transactions, floor transactions, collar transactions, spot contracts, futures contracts or other liabilities for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract or any other similar transactions or any combination of any of the foregoing (including any options or warrants to enter into any of the foregoing), whether or not any such transaction is governed by, or otherwise subject to, any master agreement or any netting agreement, and (b) any and all transactions or arrangements of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement (or similar documentation) published from time to time by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such agreement or documentation, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

31

“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

“Hedging Termination Value” shall mean, in respect of any one or more Hedging Agreements, after taking into account the effect of any netting agreements relating to such Hedging Agreements (to the extent, and only to the extent, such netting agreements are legally enforceable in Insolvency Proceedings against the applicable counterparty obligor thereunder), (i) for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (ii) for any date prior to the date referenced in preceding clause (i), the amount(s) determined as the mark-to-market value(s) for such Hedging Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Agreements (which may include an Agent, a Lender or any Affiliate of an Agent or a Lender).

“Holdings” shall have the meaning assigned to such term in the preamble hereto.

“Holdings Pledge Agreement” shall mean a Pledge Agreement substantially in the form of Exhibit J-2 between Holdings and the Collateral Agent for the benefit of the Secured Parties.

“Holdings Specified Expenses” shall mean any charge, tax or expense incurred or accrued by Holdings during any period to the extent that the Administrative Borrower or any of its Restricted Subsidiaries has paid a Dividend (or has made an Investment in lieu thereof pursuant to Section 6.04(q)) to Holdings in respect thereof pursuant to Sections 6.08(c), (d) and (e).

“Immaterial Subsidiary” shall mean, as of any date of determination, any Wholly Owned Restricted Subsidiary of the Administrative Borrower (i) whose total assets (on a consolidated basis including its Restricted Subsidiaries, but excluding the value attributable to any Unrestricted Subsidiary) as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) did not exceed 2.00% of Consolidated Total Assets as of such date or (ii) whose gross revenues (on a consolidated basis including its Restricted Subsidiaries, but excluding the revenues of any Unrestricted Subsidiary) for such Test Period did not exceed 2.00% of the consolidated gross revenues of the Administrative Borrower and its Restricted Subsidiaries for such period, but excluding the revenues of any Unrestricted Subsidiary; provided, however, (x) a Wholly Owned Restricted Subsidiary of the Administrative Borrower that no longer meets the foregoing requirements of this definition or is otherwise required to become a Loan Party pursuant to Section 5.10 shall no longer constitute an Immaterial Subsidiary for purposes of this Agreement and (y) notwithstanding the foregoing, (A) the Administrative Borrower may elect to cause an Immaterial Subsidiary to become a Loan Party pursuant to Section5.10, in which case such Immaterial Subsidiary shall, upon satisfaction of the provisions of such Section, no longer constitute an Immaterial Subsidiary, and (B) in no event shall the Co-Borrower be an Immaterial Subsidiary. Notwithstanding the foregoing, (i) the total assets (as determined above) of all Immaterial Subsidiaries shall not exceed 5.00% of the Consolidated Total Assets, (ii) the gross revenues (as determined above) of all Immaterial Subsidiaries shall not exceed 5.00% of the consolidated gross revenues of the Administrative Borrower and its Restricted Subsidiaries (as determined above) and (iii) any Restricted Subsidiary of the Administrative Borrower that guarantees or is an obligor of the Indebtedness incurred under this Agreement and the other Loan Documents or Indebtedness under the Additional Permitted Unsecured Debt Documents shall not be deemed an Immaterial Subsidiary. For the avoidance of doubt, an Immaterial Subsidiary shall include any Wholly Owned Restricted Subsidiary that is a Parent Restricted Subsidiary and that would meet the qualifications set forth above.

32

“Increasing Lenders” shall have the meaning assigned to such term in Section 2.21(b).

“Incremental Joinder Agreement” shall have the meaning assigned to such term in Section 2.21(d).

“Incremental Loan Amendment” shall have the meaning assigned to such term in Section 2.21(d).

“Incremental Revolving Loans” shall have the meaning assigned to such term in Section 2.21(a).

“Incremental Revolving Commitments” shall have the meaning assigned to such term in Section 2.21(a).

“Incremental Term Loans” shall have the meaning assigned to such term in Section 2.21(a).

“Indebtedness” of any person shall mean, without duplication, (a) all obligations of such person for borrowed money; (b) all obligations of such person evidenced by bonds, debentures, notes, loan agreements or similar instruments; (c) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (d) all obligations of such person issued or assumed as part of the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business on normal trade terms and not overdue by more than 90 days); (e) all indebtedness secured by any Lien on property owned or acquired by such person (including indebtedness arising under conditional sales or other title retention agreements), whether or not the obligations secured thereby have been assumed, but limited to the lower of (i) the Fair Market Value of such property and (ii) the amount of the Indebtedness secured; (f) all Capital Lease Obligations, other Purchase Money Obligations and Synthetic Lease Obligations of such person; (g) all obligations of such person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Equity Interests of such person, valued, in the case of a redeemable preferred Equity Interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (h) all Bank Product Obligations under Hedging Agreements valued at the Hedging Termination Value thereof; (i) all obligations of such person for the reimbursement of any obligor in respect of letters of credit, letters of guaranty, bankers’ acceptances and similar credit transactions; and (j) all Contingent Obligations of such person in respect of Indebtedness or obligations of others of the kinds referred to in clauses (a) through (i) above; provided that the term “Indebtedness” shall not include (i) preferred or prepaid revenues, (ii) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the seller of such asset, (iii) any obligations constituting the exercise of appraisal rights and settlements of any claim of actions (whether actual, contingent or potential) with respect thereto, (iv) any Indebtedness of Holdings appearing on the balance sheet of any Borrower or any Subsidiary Guarantor, or solely by reason of push down accounting under GAAP, in each case, so long as neither the Administrative Borrower nor any Restricted Subsidiary thereof has any obligation with respect thereto and the holder of such Indebtedness has no recourse to the Administrative Borrower or any Restricted Subsidiary thereof with respect thereto, and (v) those intercompany payment obligations as and to the extent described in Schedule 6.09(e). The Indebtedness of any person shall include the Indebtedness of any other entity (including any partnership in which such person is a general partner) to the extent such person is liable therefor as a result of such person’s ownership interest in or other relationship with such entity, except to the extent that terms of such Indebtedness expressly provide that such person is not liable therefor.

33

“Indemnified Taxes” shall mean (a) all Taxes other than Excluded Taxes and (b) to the extent not covered in preceding clause (a), Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 11.03(b).

“Information” shall have the meaning assigned to such term in Section 11.12.

“Initial Term Loans” shall mean the term loans made on the Closing Date pursuant to Section 2.01(a).

“Insolvency Laws” shall mean the Bankruptcy Code, and all other insolvency, bankruptcy, receivership, liquidation, conservatorship, assignment for the benefit of creditors, moratorium, rearrangement, reorganization, or similar Legal Requirements of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Insolvency Proceeding” shall mean (i) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (ii) any general assignment for the benefit of creditors, formal or informal moratorium, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each case, undertaken under United States federal or state or non-United States Legal Requirements, including the Bankruptcy Code.

“Insurance Deliverables Requirement” shall mean, in relation to each Collateral Vessel, with respect to (i) marine, hull and machinery insurance and increased value insurance, (ii) marine protection and indemnity insurance (including (x) insurance for liability arising out of pollution and spillage or leakage of cargo and (y) cargo liability insurance), (iii) war risks insurance and increased value insurance, (iv) such other marine insurance that has been reasonably requested by the Administrative Agent with the written consent of the Administrative Borrower (not to be unreasonably withheld or delayed), in each case that is required to be maintained in accordance with the terms of this Agreement, the Administrative Borrower shall have delivered to, or cause to be delivered, a letter of undertaking from a marine insurance broker attaching cover notes and certificates of entry evidencing such insurance, together with notices of assignment and loss payee clauses, and letters of undertaking issued by the protection and indemnity association, each of which shall be reasonably satisfactory to the Administrative Agent.

“INSW FSO JV Percentage” shall mean, with respect to any FSO JV at any time, a fraction (expressed as a percentage) the numerator of which is the FSO JV Equity Interests issued by such FSO JV to the applicable FSO Parent at such time and the denominator of which is the total amount of FSO JV Equity Interests issued by such FSO JV to all of its equity holders at such time.

“Intellectual Property” shall have the meaning assigned to such term in the Security Agreement.

“Intercompany Note” shall mean a promissory note (which may be a global intercompany note) in form and substance reasonably satisfactory to the Administrative Agent.

34

“Intercompany Subordination Agreement” shall mean an intercompany subordination agreement substantially in the form of Exhibit D.

“Interest Election Request” shall mean a request by the Administrative Borrower to convert or continue a Revolving Borrowing or a Term Borrowing in accordance with Section2.08(b), substantially in the form of ExhibitE or such other form as the Administrative Agent and the Administrative Borrower may agree to from time to time.

“Interest Payment Date” shall mean (a) with respect to any ABR Loan (including all Swingline Loans), the last Business Day of each March, June, September and December to occur during any period in which such ABR Loan is outstanding, (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Eurodollar Loan is a part and, in the case of a Eurodollar Loan with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period, (c) with respect to any Term Loan, the applicable Maturity Date for such Term Loan, and (d) with respect to any Revolving Loan or Swingline Loan, the Revolving Maturity Date (or such earlier date on which the Revolving Commitments are terminated).

“Interest Period” shall mean, with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as the Administrative Borrower may elect; provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Internally Generated Funds” shall mean funds not constituting the proceeds of any Indebtedness, Debt Issuance, Equity Issuance, Asset Sale or Casualty Event (in each case, without regard to the exclusions from the definitions thereof, other than in the case of an Asset Sale only, any disposition of assets permitted by Section 6.06(a) or (h)).

“Interpolated Screen Rate” shall mean, with respect to the applicable Eurodollar Loan, the rate which results from interpolating on a linear basis between:

(a)          the applicable LIBOR Screen Rate for the longest period for which a LIBOR Screen Rate is available for such Eurodollar Loan, which period is less than the Interest Period of such Eurodollar Loan; and

(b)          the applicable LIBOR Screen Rate for the shortest period for which a LIBOR Screen Rate is available for such Eurodollar Loan, which period exceeds the Interest Period of such Eurodollar Loan.

“Investments” shall have the meaning assigned to such term in Section 6.04. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment or any write- offs or write-downs thereof.

35

“ISM Code” shall mean the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, adopted by the International Maritime Organization.

“ISP” shall mean, with respect to any Letter of Credit, the ‘International Standby Practices 1998’ (or ‘ISP 98’) published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance of such Letter of Credit).

“ISPS Code” shall mean the International Code for the Security of Ships and Port Facilities adopted by the International Maritime Organization.

“Issuing Bank” shall mean, as the context may require, (a) each of (i) Skandinaviska Enskilda Banken AB (publ) and (ii) any other Lender reasonably acceptable to the Administrative Agent and the Administrative Borrower that agrees to issue Letters of Credit hereunder, with respect to Letters of Credit issued by it; (b) any other Lender that may become an Issuing Bank pursuant to Sections 2.18(j) and (k) with respect to Letters of Credit issued by such Lender; and/or (c) collectively, all of the foregoing, as the context may require. In addition to the provisions of clause (a)(i) above, any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by one or more Affiliates of such Issuing Bank (and such Affiliate shall be deemed to be an “Issuing Bank” for all purposes of the Loan Documents).

“Joinder Agreement” shall mean a joinder agreement substantially in the form of Exhibit N.

“Joint Venture” shall mean any person other than a Subsidiary of the Administrative Borrower (i) in which Holdings, the Administrative Borrower or any Restricted Subsidiary thereof holds or acquired a beneficial ownership interest (by way of ownership of Equity Interests or other evidence of ownership) in excess of 20.00% of the Equity Interests of such person and (ii) which is engaged in a business permitted by Section 6.14(b).

“Judgment Currency” shall have the meaning assigned to such term in Section 11.21(a).

“Judgment Currency Conversion Date” shall have the meaning assigned to such term in Section 11.21(a).

“July 2017 Incremental Term Loan Commitments” shall mean the Term Commitments provided to the Borrowers on the First Amendment Effective Date pursuant to the First Amendment.

“July 2017 Incremental Term Loans” shall mean the Incremental Term Loans made to the Borrowers on the First Amendment Effective Date pursuant to the First Amendment.

“Latest Maturity Date” shall mean, at any date of determination, the latest Maturity Date applicable to any Class of Loans at such time under this Agreement.

“LC Commitment” shall mean the aggregate commitments of the Issuing Banks to issue Letters of Credit pursuant to Section 2.18. The amount of the LC Commitment shall be $20,000,000 on the Closing Date, but in no event shall the LC Commitment exceed the Total Revolving Commitments.

“LC Disbursement” shall mean a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit.

36

“LC Exposure” shall mean, at any time, the sum of (a) the aggregate amount available to be drawn under all outstanding Letters of Credit at such time plus (b) the aggregate principal amount of all Reimbursement Obligations outstanding at such time. The LC Exposure of any Lender at any time shall mean its Pro Rata Percentage of the aggregate LC Exposure at such time. For all purposes of this Agreement and the other Loan Documents, if, on any date of determination, a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP (or any other equivalent applicable rule with respect to force majeure events), such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn thereunder.

“LC Participation Fee” shall have the meaning assigned to such term in Section 2.05(c).

“LC Request” shall mean a request by the Administrative Borrower in accordance with the terms of Section 2.18(b) and substantially in the form of Exhibit F, or such other form as the applicable Issuing Bank and the Administrative Borrower may agree to from time to time.

“LC Sub-Account” shall mean a cash collateral account maintained with, and under the sole dominion and control of, the Collateral Agent, which shall contain amounts deposited therein as cover for liabilities in respect of Letters of Credit as collateral security to be applied in accordance with Section 2.18(i).

“LCT Election” shall have the meaning assigned to such term in the definition of “Pro Forma Basis”.

“LCT Test Date” shall have the meaning assigned to such term in the definition of “Pro Forma Basis”.

“Legal Requirements” shall mean, as to any person, any treaty, law (including the common law), statute, ordinance, code, rule, regulation, guidelines, license, permit requirement, judgment, decree, verdict, order, consent order, consent decree, writ, declaration or injunction, policies and procedures, Order or determination of an arbitrator or a court or other Governmental Authority, and the interpretation or administration thereof, in each case applicable to or binding upon such person or any of its property or to which such person or any of its property is subject.

“Lenders” shall mean (a) the financial institutions and other persons party hereto as “Lenders” on the date hereof, and (b) each financial institution or other person that becomes a party hereto pursuant to an Assignment and Acceptance, other than, in each case, any such financial institution or person that has ceased to be a party hereto pursuant to an Assignment and Acceptance. Unless the context clearly indicates otherwise, the term “Lenders” shall include each Issuing Bank and the Swingline Lender.

“Letter of Credit” shall mean any letter of credit issued or to be issued by an Issuing Bank for the account of the Borrowers pursuant to Section 2.18.

“Letter of Credit Expiration Date” shall mean, subject to Section 2.18(c), the date which is five Business Days prior to the Revolving Maturity Date.

37

“LIBOR Rate” shall mean, with respect to any Eurodollar Borrowing for any Interest Period therefor, (x) the rate per annum equal to the rate determined by the Administrative Agent at approximately 11:00 a.m., London, England time, on the date that is two Business Days prior to the commencement of such Interest Period to be the London interbank offered rate as administered by ICE Benchmark Administration Limited (or any other person that takes over the administration of such rate) that appears on the Reuters Screen LIBOR01 Page (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion, in each case, the “LIBOR Screen Rate”) for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period (or, if such LIBOR Screen Rate is not available for the Interest Period of that Eurodollar Loan, the LIBOR Rate shall be the rate per annum determined by the Administrative Agent to be the Interpolated Screen Rate for such Eurodollar Loan) or, if different, the date on which quotations would customarily be provided by leading banks in the London interbank market for deposits in Dollars for delivery on the first day of such Interest Period, provided that if such rate is below zero, the LIBOR Rate will be deemed to be zero, or (y) if the rates referenced in preceding clause (x) are not available, the rate per annum equal to the rate at which the Administrative Agent is offered deposits in Dollars at approximately 11:00 a.m., London, England time, two Business Days prior to the first day of such Interest Period in the London interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such Eurodollar Borrowing to be outstanding during such Interest Period. “Reuters Screen LIBOR01 Page” shall mean the display designated on the Reuters 3000 Xtra Page (or such other page as may replace such page on such service for the purpose of displaying the rates at which Dollar deposits are offered by leading banks in the London interbank deposit market).

“LIBOR Screen Rate” shall have the meaning provided in the definition of “LIBOR Rate” contained herein.

“Lien” shall mean, with respect to any property, (a) any preferred ship mortgage, maritime lien, mortgage, deed of trust, lien (statutory or other), judgment lien, pledge, encumbrance, charge, assignment, hypothecation, deposit arrangement, security interest or encumbrance of any kind or any arrangement to provide priority or preference, in each of the foregoing cases whether voluntary or imposed or arising by operation of law, and any agreement to give any of the foregoing, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Limited Condition Acquisition” shall mean any Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“Loan” or “Loans” shall mean, as the context may require, a Revolving Loan, a Swingline Loan or a Term Loan.

“Loan Documents” shall mean this Agreement, the Notes, if any, the Security Documents, each Joinder Agreement, the Intercompany Subordination Agreement, each Intercompany Note, each Incremental Joinder Agreement, any documents or certificates executed by any Borrower in favor of an Issuing Bank relating to Letters of Credit, the Letters of Credit and all other documents, certificates, instruments or agreements executed by or on behalf of a Loan Party for the benefit of any Agent, any Issuing Bank or any Lender in connection herewith on or after the date hereof and, except for purposes of Section11.02(b), the Agent Fee Letter. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

38

“Loan Parties” shall mean the Borrowers and the Guarantors.

“Loan to Value Test” shall mean, at any time, that (a) the sum of (i) the then aggregate outstanding principal amount of all Loans at such time plus (ii) the Dollar Amount of the aggregate LC Exposure at such time plus (iii) the then aggregate outstanding principal amount of all Refinancing Notes at such time that are secured on a pari passu basis with the Loans plus (iv) the then aggregate outstanding principal amount of all secured Indebtedness incurred pursuant to Sections 6.01(m) and (q) minus (v) the aggregate amount of all unrestricted cash and Cash Equivalents of the Loan Parties (other than Holdings and other than, for purposes of determining compliance with clause (v) of Section 2.21(a), cash proceeds of any Incremental Term Loans or Incremental Revolving Loans) that are deposited in Controlled Accounts at such time shall be no greater than (b) 65% of the sum of (i) the aggregate Fair Market Value of all Collateral Vessels at such time that are subject to a Collateral Vessel Mortgage plus (ii) the aggregate Fair Market Value of the FSO JV Equity Interests and, prior to the SPV VLCC Designations, the SPV VLCC Parent Equity Interests at such time (so long as, in each case, the applicable requirements of the definition thereof have been satisfied).

“Majority Revolving Lenders” shall mean, at any time, Revolving Lenders having outstanding Revolving Loans, LC Exposure and unused Revolving Commitments representing more than 50% of the sum of all outstanding Revolving Loans, LC Exposure and unused Revolving Commitments at such time; provided, that, (a) if there are fewer than three Revolving Lenders at any time, then Majority Revolving Lenders shall then mean all Revolving Lenders, (b) if there are three Revolving Lenders at any time, then Majority Revolving Lenders shall then mean, in addition to, and not in limitation of, the provisions of this definition that precede this proviso, at least two Revolving Lenders and (c) Revolving Lenders that are Affiliates of one another shall be counted as a single Revolving Lender for purposes of foregoing clauses (a) and (b) of this proviso.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” shall mean (a) a material adverse effect on, or a material adverse change in, the condition (financial or otherwise), results of operations, business, properties, assets or liabilities (contingent or otherwise) of the Restricted Parties, taken as a whole (including, for the avoidance of doubt, as a result of any event, change, effect, circumstance, condition, development or occurrence relating to Holdings that is a material adverse effect on, or a material adverse change in, the condition (financial or otherwise), results of operations, business, properties, assets or liabilities (contingent or otherwise) of the Restricted Parties, taken as a whole), (b) an impairment of the ability of the Loan Parties to fully and timely perform any of their payment or other material obligations under any Loan Document, (c) a material impairment of the rights of or benefits or remedies available to the Lenders, the Issuing Banks or any Agent under any Loan Document, or (d) a material adverse effect on the Collateral or any material portion thereof or on the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral or the validity, enforceability, perfection or priority of such Liens.

“Material Non-Public Information” shall mean information and documentation that is (i) not publicly available and (ii) material with respect to Holdings, the Administrative Borrower and its Subsidiaries or any of their respective securities for purposes of foreign, United States Federal and state securities laws.

“Maturity Date” shall mean, as the context may require, the Term Loan Maturity Date or the Revolving Maturity Date.

39

“Maximum Rate” shall have the meaning assigned to such term in Section 11.13.

“Moody’s” shall mean Moody’s Investors Service, Inc. and its successors.

“Mortgage” shall mean an agreement, including a mortgage, deed of trust or any other document, creating and evidencing a First Priority Lien in favor of the Collateral Agent on Mortgaged Property in form and substance reasonably satisfactory to the Administrative Agent, with such schedules and including such provisions as shall be necessary to conform such document to applicable local or foreign law or as shall be customary under applicable local or foreign Legal Requirements.

“Mortgage Policy” shall mean an ALTA mortgage title insurance policy or an unconditional commitment therefor issued by one or more title insurance companies reasonably satisfactory to the Collateral Agent (it being understood that the Collateral Agent may, in its reasonable discretion, accept a municipal zoning letter in lieu of a zoning endorsement to such Mortgage Policy).

“Mortgage Trustee” shall have the meaning assigned to such term in the preamble hereto.

“Mortgaged Property” shall mean (a) each Real Property owned in fee (if any) identified in Schedule 1.01(f) and (b) each other Real Property owned in fee by any Borrower or Subsidiary Guarantor with a Fair Market Value in excess of $10,000,000, if any, which shall be subject to a Mortgage delivered after the Closing Date pursuant to Section 5.10.

“Multiemployer Plan” shall mean a multiemployer plan within the meaning of Section 4001(a)(3) or Section 3(37) of ERISA and subject to Title IV of ERISA to which any Company or any of its ERISA Affiliates is making or obligated to make contributions or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” shall mean: (a) with respect to any Asset Sale (other than any issuance or sale of Equity Interests by the issuer thereof), the proceeds thereof in the form of cash, Cash Equivalents and marketable securities (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable, or by the sale, transfer or other disposition of any non-cash consideration received in connection therewith or otherwise, but only as and when received) received by any Restricted Party (including cash proceeds subsequently received (as and when received by any Restricted Party) in respect of non-cash consideration initially received) net of (i) reasonable and customary selling expenses (including reasonable brokers’ fees or commissions, legal, accounting and other professional and transactional fees, survey costs, title insurance premiums, related search and recording charges, mortgage recording taxes and transfer and similar taxes and the Administrative Borrower’s good faith estimate of income taxes paid or payable in connection with such sale (after taking into account any available tax credits or deductions and any tax sharing arrangements)), (ii) amounts provided as a reserve, in accordance with GAAP, against (x) any liabilities under any indemnification obligations associated with such Asset Sale or (y) any other liabilities retained by any Restricted Party associated with the properties sold in such Asset Sale (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds), and (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness (including, if applicable, any Indebtedness incurred pursuant to Section 6.01(q)) for borrowed money that is secured by a Lien on the properties sold in such Asset Sale (so long as such Lien was permitted to encumber such properties under the Loan Documents at the time of such sale) and which is repaid with such proceeds (other than (x) any such Indebtedness assumed by the purchaser of such properties and (y) the Secured Obligations); (b) with respect to any Debt Issuance, incurrence or issuance of any Specified Refinancing Term Loans or Refinancing Notes or issuance or sale of Equity Interests by any Restricted Subsidiary of the Administrative Borrower, the cash proceeds thereof received by any Restricted Party, net of reasonable and customary fees, commissions, costs and other expenses incurred in connection therewith; and (c) with respect to any Casualty Event, the cash insurance proceeds, condemnation awards and other compensation received by any Restricted Party in respect thereof, net of all reasonable costs and expenses incurred in connection with the collection of such proceeds, awards or other compensation in respect of such Casualty Event.

40

“Net Working Capital” shall mean, at any time, Consolidated Current Assets at such time minus Consolidated Current Liabilities at such time.

“New Lender” shall have the meaning assigned to such term in Section 2.21(c).

“Non-Conforming Plan of Reorganization” shall mean any Plan of Reorganization that does not provide for payments pursuant to such Plan of Reorganization in respect of the Revolving Exposure to be made with the priority specified in Article IX and that has not been approved by the Majority Revolving Lenders.

“Non-Controlled Account” shall mean any Specified Account (or newly established Deposit Account or Securities Account into which proceeds of Collateral are paid (or required to be paid)) with respect to which any of the following is true:

(a)          such Deposit Account or Securities Account is used exclusively as a payroll or pension account; or

(b)          the aggregate average daily balances of such Deposit Account or Securities Account, when aggregated with the aggregate average daily balances of all other Deposit Accounts and Securities Accounts deemed Non-Controlled Accounts pursuant to this clause (b), does not exceed $2,500,000 in the aggregate (it being understood that the average daily balances of the Deposit Accounts or Securities Accounts described in clause (a) of this definition shall not be counted toward such $2,500,000 limit).

“Non-Recourse Debt” shall mean Indebtedness:

(a)          as to which neither the Administrative Borrower nor any of its Restricted Subsidiaries (i) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender;

(b)          no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Administrative Borrower or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and

(c)          as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Administrative Borrower or any of its Restricted Subsidiaries.

“Non-U.S. Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Company with respect to employees, officers or directors employed, or otherwise engaged, outside the United States.

41

“Notes” shall mean any notes evidencing the Term Loans, Revolving Loans or Swingline Loans issued pursuant to Section2.04(e), if any, substantially in the form of ExhibitH-1, H-2 or H-3, respectively.

“Obligation Currency” shall have the meaning assigned to such term in Section 11.21.

“Obligations” shall mean (a) all obligations of the Borrowers and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any Insolvency Proceeding, regardless of whether allowed or allowable in such Insolvency Proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrowers and the other Loan Parties from time to time under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of Reimbursement Obligations, interest thereon and obligations to provide cash collateral, and (iii) all other monetary obligations, including fees (including the fees provided for in the Agent Fee Letter), costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any Insolvency Proceeding, regardless of whether allowed or allowable in such Insolvency Proceeding), of the Borrowers and the other Loan Parties under this Agreement and the other Loan Documents and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrowers and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising; provided, that in no circumstances shall Excluded Swap Obligations constitute Obligations.

“OFAC” shall have the meaning assigned to such term in Section 3.22(b).

“Officer’s Certificate” shall mean, as to any person, a certificate executed by any of the chairman of the Board of Directors (if an officer), the chief executive officer, the president or one of the Financial Officers of such person, each in his or her official (and not individual) capacity.

“Order” shall mean any judgment, decree, verdict, order, consent order, consent decree, writ, declaration or injunction.

“Organizational Documents” shall mean, with respect to any person, (i) in the case of any corporation, the certificate of incorporation, articles of incorporation or deed of incorporation and by- laws (or similar documents) of such person, (ii) in the case of any limited liability company, the certificate or articles of formation or organization and operating agreement or memorandum and articles of association (or similar constituent documents) of such person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar constituent documents) of such person (and, where applicable, the equityholders or shareholders registry of such person), (iv) in the case of any general partnership, the partnership agreement (or similar constituent document) of such person, (v) in any other case, the functional equivalent of the foregoing, and (vi) any shareholder, voting trust or similar agreement between or among any holders of Equity Interests of such person.

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction (including any subdivision or taxing authority thereof) imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

42

“Other Taxes” shall mean any and all present or future stamp, documentary, intangible, recording, filing or similar Taxes or any other excise or property Taxes, charges (including fees and expenses to the extent incurred with respect to any such Taxes or charges) or similar levies (including interest, fines, penalties and additions with respect to any of the foregoing) arising from any payment made or required to be made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

“Participant” shall have the meaning assigned to such term in Section 11.04(e).

“Participant Register” shall have the meaning assigned to such term in Section 11.04(e).

“Patriot Act” shall have the meaning assigned to such term in Section 3.22(a).

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Pension Plan” shall mean any Employee Benefit Plan subject to the provisions of Title IV of ERISA or Section 412 or 430 of the Code or Section 302 or 303 of ERISA which is maintained or contributed to by any Company or any of its ERISA Affiliates or to which any Company or any of its ERISA Affiliates has an obligation to contribute.

“Pensions Regulator” shall mean the body corporate called the Pensions Regulator established under Part 1 of the Pensions Act 2004.

“Perfection Certificate” shall mean a perfection certificate in the form of Exhibit I or any other form reasonably approved by the Collateral Agent.

“Permitted Acquisition” shall mean any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any person, or of any business or division of any person, (b) acquisition of all of the Equity Interests of any person, and otherwise causing such person to become a Wholly Owned Restricted Subsidiary of such person, or (c) merger or consolidation or any other combination with any person, if each of the following conditions is met:

(i)          no Event of Default then exists or would result therefrom;

(ii)         after giving effect to such transaction on a Pro Forma Basis, the Administrative Borrower shall be in compliance with the Loan to Value Test;

(iii)        no Restricted Party shall, in connection with any such transaction, assume or remain liable with respect to any Indebtedness of the related seller or the business, person or properties acquired, except to the extent permitted to be incurred under Section 6.01;

(iv)        the person or business to be acquired shall be, or shall be engaged in, a business of the type that the Administrative Borrower and its Restricted Subsidiaries are permitted to be engaged in under Section 6.14(b);

43

(v)         the Board of Directors of the person to be acquired shall not have indicated its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn);

(vi)        all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable Legal Requirements and the Organizational Documents of the relevant Companies;

(vii)       the Administrative Borrower shall have provided the Administrative Agent with (A) historical financial statements for the last three fiscal years (or, if less, the number of years since formation) of the person or business to be acquired (audited if available without undue cost or delay) and unaudited financial statements thereof for the most recent interim period that is available and (B) all such other information and data relating to such transaction or the person or business to be acquired as may be reasonably requested by the Administrative Agent;

(viii)      prior to the proposed date of consummation of the transaction, the Administrative Borrower shall have delivered to the Administrative Agent an Officer’s Certificate of the Administrative Borrower certifying that such transaction complies with this definition (which shall have attached thereto reasonably detailed backup data and calculations showing such compliance);

(ix)         (a) in the case of an acquisition of all or substantially all of the property of any person, (A) the person making such acquisition is the Administrative Borrower or a Subsidiary Guarantor, and (B) to the extent required under the Loan Documents, including Section 5.10, upon consummation of the Permitted Acquisition, the person being so acquired becomes a Subsidiary Guarantor, (b) in the case of an acquisition of the Equity Interests of any person, (A) the person making such acquisition is the Administrative Borrower or a Subsidiary Guarantor, (B) no less than 100% of the Equity Interests of the target person shall be acquired by the person making such acquisition, and (C) to the extent required under the Loan Documents, including Section 5.10, upon consummation of the Permitted Acquisition, the person the Equity Interests of which are being so acquired becomes a Subsidiary Guarantor, and (c) in the case of a merger or consolidation or any other combination with any person, the person surviving such merger, consolidation or other combination (x) is the Administrative Borrower or a Subsidiary Guarantor or (y) to the extent required under the Loan Documents, including Section 5.10, upon consummation of the Permitted Acquisition becomes a Subsidiary Guarantor;

(x)          in the case of the acquisition of 100% of the Equity Interests of any person (including by way of merger, consolidation or other combination), such person shall own no Equity Interests of any other person (other than de minimis amounts) unless either (x) such person owns 100% of the Equity Interests of such other person or (y) if such person owns Equity Interests in any other person which is not a Wholly Owned Subsidiary of such person, (1) such non-Wholly Owned Subsidiary shall not have been created or established in contemplation of, or for purposes of, the respective Permitted Acquisition, (2) any such non-Wholly Owned Subsidiary of the respective person shall have been a non-Wholly Owned Subsidiary of such person prior to the date of the respective Permitted Acquisition and (3) such person and/or its Wholly Owned Subsidiaries own at least 90% of the total value of all the assets owned by such person and its Subsidiaries (for purposes of such determination, excluding the value of the Equity Interests of non-Wholly Owned Subsidiaries held by such person and its Wholly Owned Subsidiaries); and

44

(xi)         other than with respect to the Qualified Capital Stock of Holdings issued as Acquisition Consideration, the aggregate amount of Acquisition Consideration paid in respect of all Permitted Acquisitions in which the assets will not be held by the Administrative Borrower or a Subsidiary Guarantor or the entities so acquired do not become Subsidiary Guarantors (or are not merged into the Administrative Borrower or a Subsidiary Guarantor) shall not exceed the sum of (I) $15,000,000 plus (II) the Available Amount as in effect immediately prior to such Permitted Acquisition.

“Permitted Charter” shall mean a charter to a third party:

(a)          which is a time charter, voyage charter, consecutive voyage charter or contract of affreightment;

(b)          which is entered into on bona fide arm’s length terms at the time at which the Vessel or Chartered Vessel is fixed; and

(c)          demise charters existing on the Closing Date as identified on Schedule 1.01(g).

“Permitted Chartered Vessel Liens” shall have the meaning assigned to such term in Section 5.16(e)(ii).

“Permitted Collateral Vessel Liens” shall mean the Liens permitted pursuant to clauses (a), (e), (j), (n), (r), (s), (t) and (v) of Section 6.02.

“Permitted Hedging Agreement” shall mean any Hedging Agreement to the extent constituting a swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates or currency exchange rates, either generally or under specific contingencies, in each case entered into in the ordinary course of business and not for speculative purposes.

“Permitted Holdings Unsecured Second Amendment Debt” shall mean unsecured Indebtedness of Holdings incurred or issued on or about (but not after) the Second Amendment Effective Date so long as (i) the Net Cash Proceeds of at least $50,000,000 in principal indebtedness thereunder have been substantially contemporaneously contributed to the capital of the Administrative Borrower, (ii) no direct or indirect Subsidiary, Restricted Parent Joint Venture or Joint Venture of either Holdings or the Administrative Borrower (x) provides any credit support of any kind in respect thereof (including any undertaking, agreement or instrument that would constitute Indebtedness, although the Administrative Borrower shall be permitted to pay Dividends as, and to the extent, provided in Section 6.08(i)), (y) is directly or indirectly liable as a guarantor or otherwise in respect thereof or (z) is the lender in respect thereof, (iii) such Indebtedness does not mature earlier than five years after the incurrence or issuance thereof, and (iv) such Indebtedness does not have any scheduled prepayment, amortization, redemption, sinking fund or similar obligation prior to the fifth anniversary of the incurrence or issuance thereof (other than customary offers to purchase upon a change of control).

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness of the Administrative Borrower or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, renew, refund, refinance, replace, defease or discharge other Indebtedness of the Administrative Borrower or any of its Restricted Subsidiaries, as applicable; provided that:

45

(i)       the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued and unpaid interest on such Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(ii)       such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged;

(iii)       if the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Obligations, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Obligations on terms at least as favorable to the holders of the Obligations as those contained in the documentation governing the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged;

(iv)       such Permitted Refinancing Indebtedness is incurred by the Restricted Party who is the obligor on the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged and does not add any additional obligors or guarantors with respect thereto; and

(v)       if such Permitted Refinancing Indebtedness is secured, it shall not be secured by any assets other than the assets that secured the Indebtedness being extended, renewed, refunded, refinanced, replaced, defeased or discharged.

“Permitted Tax Distributions” shall mean payments, dividends or distributions by the Administrative Borrower to Holdings to enable Holdings to pay its federal, state, local or foreign taxes (including consolidated or combined taxes) then due and payable for the respective period, which payments by the Administrative Borrower to Holdings are not in excess of the lesser of (x) the tax liabilities that would have been payable by Holdings for the respective period, taking into account only items of income, gain, loss and deduction attributable to the Administrative Borrower and its Restricted Subsidiaries (calculated, for the avoidance of doubt, without regard to the operations of any Unrestricted Subsidiary and without regard to any investment credits, foreign tax credits, net operating losses, capital losses or other tax attributes to the extent Holdings previously reimbursed the Administrative Borrower or its Restricted Subsidiary for utilizing such tax attribute in calculating Holdings’ consolidated or combined federal, state or local tax liability) and (y) the actual tax liabilities then due and payable by Holdings for the respective period; provided, however, that the amount of any Permitted Tax Distribution may include amounts attributable to any income of any Unrestricted Subsidiary so long as any such Unrestricted Subsidiary has paid a cash distribution to the Administrative Borrower to cover such Unrestricted Subsidiary’s allocable share of such Permitted Tax Distribution.

“Person” and “person” shall mean any natural person, corporation, business trust, joint venture, trust, association, company (whether limited in liability or otherwise), partnership (whether limited in liability or otherwise) or Governmental Authority, or any other entity, in any case, whether acting in a personal, fiduciary or other capacity.

46

“Plan of Reorganization” shall mean any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed in or in connection with any Insolvency Proceeding.

“Platform” shall mean IntraLinks, SyndTrak or a substantially similar electronic transmission system.

“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 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 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 Operator on such Vessel owner’s behalf, arising from the use or employment of such Vessel.

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

“Pounds Sterling” shall mean freely transferable lawful money of the United Kingdom.

“Pro Forma Basis” shall mean:

(a) in connection with any calculation of compliance with any financial covenant, financial test or financial term hereunder, the calculation thereof after giving effect on a pro forma basis to (x) the incurrence of any Indebtedness (other than revolving Indebtedness, except to the extent the same is incurred to refinance other outstanding Indebtedness, to finance a Permitted Acquisition or other Investment or to finance a Dividend or Restricted Debt Payment) after the first day of the relevant Test Period, as if such Indebtedness had been incurred (and the proceeds thereof applied) on the first day of such Test Period, (y) the permanent repayment of any Indebtedness (other than revolving Indebtedness, except to the extent accompanied by a corresponding permanent commitment reduction) after the first day of the relevant Test Period, as if such Indebtedness had been retired or repaid on the first day of such Test Period, and (z) any Permitted Acquisition or other Investment then being consummated as well as any other Permitted Acquisition or other Investment if consummated after the first day of the relevant Test Period and on or prior to the date of the respective Permitted Acquisition or other Investment then being effected, with the following rules to apply in connection therewith:

47

(i)       all Indebtedness (x) (other than revolving Indebtedness, except to the extent that the same is incurred to refinance other outstanding Indebtedness, to finance Permitted Acquisitions or other Investments or to finance a Dividend or Restricted Debt Payment) incurred or issued after the first day of the relevant Test Period (whether incurred to finance a Permitted Acquisition or other Investment, to pay a Dividend to refinance Indebtedness or otherwise) shall be deemed to have been incurred or issued (and the proceeds thereof applied) on the first day of such Test Period and remain outstanding through the date of determination and (y) (other than revolving Indebtedness, except to the extent accompanied by a corresponding permanent commitment reduction) permanently retired or redeemed after the first day of the relevant Test Period shall be deemed to have been retired or redeemed on the first day of such Test Period and remain retired through the date of determination;

(ii)       all Indebtedness assumed to be outstanding pursuant to preceding clause (i) shall be deemed to have borne interest at (x) the rate applicable thereto, in the case of fixed rate indebtedness, or (y) the rates which would have been applicable thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); and

(iii)       in making any determination of Consolidated EBITDA on a Pro Forma Basis, pro forma effect shall be given to any Permitted Acquisition or other Investment if effected during the respective Test Period as if same had occurred on the first day of the respective Test Period, and taking into account, in the case of any Permitted Acquisition or other Investment, factually supportable and identifiable cost savings and expenses which would otherwise be accounted for as an adjustment pursuant to Article 11 of Regulation S-X under the Securities Act, as if such cost savings or expenses were realized on the first day of the respective period; and

(b) in connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the Total Secured Leverage Ratio, the Total Leverage Ratio and the Loan to Value Test, in each case, at the option of the Administrative Borrower (the Administrative Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the binding definitive agreements for such Limited Condition Acquisition are entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith), the Administrative Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant LCT Test Date in compliance with such ratio or test, such ratio or test shall be deemed to have been complied with (or satisfied). Upon making an LCT Election, the Administrative Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent demonstrating compliance on a Pro Forma Basis after giving effect to such Limited Condition Acquisition on such LCT Test Date with any relevant ratios or tests. For the avoidance of doubt, if the Administrative Borrower has made an LCT Election and any of the ratios or tests for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratio or test, including due to fluctuations in Consolidated EBITDA of the Administrative Borrower or the Person subject to such Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such tests or ratios will not be deemed to have failed to have been complied with as a result of such fluctuations. If the Administrative Borrower has made an LCT Election for any Limited Condition Acquisition, then in connection with any calculation of any event or transaction (each, a “Subsequent Transaction”) occurring after the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the binding definitive agreement or irrevocable notice for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio or test shall be required to be satisfied on a Pro Forma Basis (i) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated and (ii) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated.

48

“Pro Rata Percentage” of any Revolving Lender at any time shall mean the percentage of the Total Revolving Commitments of all Lenders represented by such Lender’s Revolving Commitment.

“Process Agent” shall have the meaning assigned to such term in Section 11.09(d).

“Projections” shall have the meaning assigned to such term in Section 3.04(c).

“property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property, Vessels, Chartered Vessels, cash, securities, accounts, revenues and contract rights.

“Public Lenders” shall mean Lenders that do not wish to receive Material Non-Public Information with respect to Holdings, the Administrative Borrower or its Subsidiaries.

“Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any fixed or capital assets or the cost of installation, construction or improvement of any fixed or capital assets; provided, however, that (i) such Indebtedness is incurred within 120 days after such acquisition, installation, construction or improvement of such fixed or capital assets by such person and (ii) the amount of such Indebtedness (x) does not exceed the lesser of 100% of the Fair Market Value of such fixed or capital asset or the cost of the acquisition, installation, construction or improvement thereof, as the case may be, and (y) equals at least 50% of the lesser of the two amounts referred to in preceding clause (x).

“Purchase Price” shall have the meaning assigned to such term in Section 11.04(k).

“Qualified Capital Stock” of any person shall mean any Equity Interests of such person that do not constitute Disqualified Capital Stock.

“Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Public Equity Offering” shall mean the offering by Holdings of shares of its common Equity Interests or shares of its preferred Equity Interests (in either case, which constitute Qualified Capital Stock) in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

49

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold, fee, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Recipient” shall mean the Administrative Agent, any Lender or any Issuing Bank, as applicable.

“Refinancing” shall mean the repayment in full of (together with any applicable prepayment premium or fee, with the commitments thereunder being terminated, and all guarantees and security in respect thereof being released) all of the outstanding indebtedness of Holdings and its Subsidiaries under the Existing Credit Agreement.

“Refinancing Amendment” shall mean an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrowers, the Administrative Agent and the Lenders providing Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, effecting the incurrence of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments in accordance with Section 2.23.

“Refinancing Notes” shall mean one or more series of (1) senior secured notes secured by the Collateral on a first lien “equal and ratable” basis with the Liens securing the Obligations; provided, however, for the avoidance of doubt, any such Liens securing such senior secured notes shall provide for the Revolving Obligations to have the same priority (and to have the same protective provisions) vis-à-vis such senior secured notes (and the holders and representatives thereof) as are set forth in this Agreement and the other Loan Documents vis-à-vis the Term Loans, or (2) senior unsecured notes or senior secured notes secured by the Collateral on a “junior” basis with the Liens securing the Obligations, in each case, in respect of a refinancing of outstanding Indebtedness of the Borrowers under any one or more Classes of Term Loans (subject to the proviso at the end of clause (e) below) with the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed); provided that, (a) if such Refinancing Notes shall be secured, then such Refinancing Notes shall only be secured by a security interest in the Collateral that secured the Class or Classes of Term Loans being refinanced; (b) if such Refinancing Notes shall be secured or subordinated in right of payment to the Obligations, then such Refinancing Notes shall be issued subject to customary intercreditor and/or subordination arrangements that are reasonably satisfactory to the Administrative Agent (but giving effect to the proviso in clause (1) above, if applicable); (c) no Refinancing Notes shall (i) mature prior to the Latest Maturity Date then in effect immediately after giving effect to such refinancing or (ii) be subject to any amortization prior to the final maturity thereof, or be subject to any mandatory redemption or prepayment provisions or rights prior to such final maturity (except customary assets sale or change of control offer provisions); (d) the covenants, events of default, guarantees, collateral and other terms of such Refinancing Notes are customary for similar debt securities in light of then prevailing market conditions at the time of issuance (it being understood that no Refinancing Notes shall include any financial maintenance covenants (including by way of a cross-default to this Agreement), but that customary cross- acceleration provisions may be included and that any negative covenants with respect to indebtedness, investments, liens or restricted payments shall be incurrence-based) and in any event are not more restrictive, when taken as a whole, to the Administrative Borrower and its Restricted Subsidiaries than those set forth in this Agreement (other than with respect to interest rate, prepayment premiums and redemption provisions), except for covenants or other provisions applicable only to periods after the Latest Maturity Date then in effect immediately after giving effect to such refinancing (provided that a certificate of a Responsible Officer of the Administrative Borrower that is delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Refinancing Notes, together with a reasonably detailed description of the material terms and conditions of such Refinancing Notes or drafts of the documentation relating thereto, stating that the Administrative Borrower has determined in good faith that such terms and conditions satisfy the requirement set forth in this clause (d), shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Administrative Borrower of its objection during such five Business Day period (including a reasonable description of the basis upon which it objects)); (e) (w) such Refinancing Notes may not have Liens that are more extensive (or on different collateral) than those which applied to the Class of Term Loans being refinanced, (x) the borrower or issuer of the Refinancing Notes shall be the Administrative Borrower, although the Co-Borrower may be a co-borrower or co-issuer with respect thereto, (y) the guarantors with respect to the Refinancing Notes shall only be one or more of the Guarantors (but otherwise subject to the last paragraph of Section6.01) and, if not otherwise a co- borrower or co-issuer thereof, the Co-Borrower, and (z) the aggregate principal amount (or accreted value, if applicable) of such Refinancing Notes shall not exceed the aggregate principal amount (or accreted value, if applicable) of the Term Loans being so refinanced (plus all accrued and unpaid interest on such Term Loans and the amount of all fees and expenses, including premiums, incurred in connection therewith); and (f) the Net Cash Proceeds of such Refinancing Notes shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans under the applicable Classes of Term Loans being so refinanced; provided, however, the Net Cash Proceeds from any issuance of Refinancing Notes may not be used to prepay any Class of outstanding Term Loans that are either unsecured or secured on a junior basis to the Obligations at a time when more senior Term Loans are outstanding (or will remain outstanding after giving effect to any such prepayment).

50

“Refinancing Notes Indentures” shall mean, collectively, the indentures or other similar agreements pursuant to which any Refinancing Notes are issued, together with all instruments and other agreements in connection therewith, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, but only to the extent permitted under the terms of the Loan Documents.

“Register” shall have the meaning assigned to such term in Section 11.04(c).

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Reimbursement Obligations” shall mean the Borrowers’ obligations under Section 2.18(e) to reimburse LC Disbursements.

“Reinvestment Proceeds Account” shall have the meaning assigned to such term in Section 2.10(b)(vi).

“Related Person” shall mean, with respect to any person, (a) each Affiliate of such person and each of the officers, directors, employees, Advisors, attorneys, agents, representatives, controlling persons and shareholders, partners, members and trustees of each of the foregoing, and (b) if such person is an Agent, each other person designated, nominated or otherwise mandated by or assisting such Agent pursuant to Section 10.05 or any comparable provision of any Loan Document.

51

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Materials in, into, onto, from or through the Environment.

“Required Insurance” shall mean insurance of the type, deductibles and amounts as set forth on Schedule 3.20.

“Required Lenders” shall mean, at any date of determination, Lenders having Loans, LC Exposure, unused Revolving Commitments and Term Loan Commitments representing more than 50% of the sum of all outstanding Loans, LC Exposure, unused Revolving Commitments and Term Loan Commitments at such time; provided, however, for purposes of determining the Required Lenders at any time, the LC Exposure shall be the Dollar Amount thereof at such time.

“Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof with significant responsibility for the administration of the obligations of such person in respect of this Agreement.

“Restricted Debt Payment” shall mean any payment, prepayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of any Restricted Indebtedness.

“Restricted Indebtedness” shall mean Indebtedness of any Company, the payment, prepayment, repurchase, defeasance or acquisition for value of which is restricted under Section 6.11.

“Restricted Parent Joint Ventures” shall mean those Joint Ventures owned, in whole or in part, directly or indirectly by Holdings on or after the Closing Date (and that are not otherwise direct or indirect Joint Ventures of the Administrative Borrower), The Restricted Parent Joint Ventures as of the Closing Date are listed on Part B of Schedule 1.01(i).

“Restricted Parent Subsidiaries” shall mean those Subsidiaries owned, in whole or in part, directly or indirectly by Holdings on or after the Closing Date (and that are not otherwise Subsidiaries of the Administrative Borrower or the Administrative Borrower itself) that have not been designated Unrestricted Subsidiaries in accordance with Section 5.17 or pursuant to the definition of “Unrestricted Subsidiaries”. The Restricted Parent Subsidiaries as of the Closing Date are listed on Part A of Schedule 1.01(i).

“Restricted Parties” shall mean the Administrative Borrower and its Restricted Subsidiaries; and “Restricted Party” shall mean any one of them.

“Restricted Subsidiary” shall mean, at any time, (i) any direct or indirect Subsidiary of the Administrative Borrower that is not then an Unrestricted Subsidiary and (ii) the Restricted Parent Subsidiaries; provided that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary”. For purposes hereof, unless expressly stated to the contrary, (i) any reference herein to “the Administrative Borrower and its Restricted Subsidiaries” or like reference shall be deemed to include the Restricted Parent Subsidiaries and (ii) any Restricted Parent Joint Venture shall be considered owned by a Restricted Party.

52

“Retained Excess Cash Flow Amount” shall mean, at any date of determination, an amount equal to (a) the sum of the amounts of Excess Cash Flow for all Excess Cash Flow Periods ending on or prior to the date of determination for which the amount of Excess Cash Flow shall have been calculated as provided in Section 5.01(f) and with respect to which any payment required under Section 2.10(b)(v) has been paid, minus (b) the sum at the time of determination of the aggregate amount of prepayments required to be made pursuant to Section 2.10(b)(v) through the date of determination (whether or not such prepayments are accepted by Lenders), minus (c) the amount by which the required Excess Cash Flow payment for the respective Excess Cash Flow Period has been reduced pursuant to the proviso to Section 2.10(b)(v).

“Revolver Covenant Event of Default” shall have the meaning assigned to such term in Section 8.01(d).

“Revolving Availability Period” shall mean the period from and including the Closing Date to but excluding the earlier of (i) the Business Day preceding the Revolving Maturity Date and (ii) the date of termination of the Revolving Commitments.

“Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.

“Revolving Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder up to the amount set forth on Annex I hereto or on Schedule 1 to the Assignment and Acceptance pursuant to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (a) increased from time to time pursuant to Section 2.21, (b) reduced from time to time pursuant to Section2.07 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.04. In addition, the Revolving Commitment of each Lender shall include any Extended Revolving Commitments and Specified Refinancing Revolving Commitments of such Lender. The aggregate principal amount of the Lenders’ Revolving Commitments on the Closing Date is $50,000,000.

“Revolving Commitment Increase Lender” shall have the meaning assigned to such term in Section 2.21(e).

“Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender, plus the aggregate Dollar Amount at such time of such Lender’s LC Exposure, plus the aggregate principal amount at such time of such Lender’s Swingline Exposure.

“Revolving Facility” shall mean, at any time and with respect to any Revolving Lender, such Revolving Lender’s respective Revolving Commitments and the extensions of credit thereunder at such time.

“Revolving Lender” shall mean a Lender with a Revolving Commitment or with outstanding Revolving Exposure.

“Revolving Loan” shall mean a revolving loan made by the Lenders to the Borrowers pursuant to Section 2.01(a); provided that, at any time that any Incremental Revolving Commitments, Specified Refinancing Revolving Commitments or Extended Revolving Commitments have been made available, the Incremental Revolving Loans, Extended Revolving Loans and other revolving loans outstanding in respect thereof also shall be Revolving Loans.

53

“Revolving Maturity Date” shall mean December 22, 2021; provided, however, (i) that with respect to any Extended Revolving Commitments (and any related outstandings), the Revolving Maturity Date with respect thereto instead shall be the final maturity date as specified in the applicable Extension Amendment and (ii) that with respect to any Specified Refinancing Revolving Commitments (and related outstandings), the Revolving Maturity Date with respect thereto instead shall be the final maturity date as specified in the applicable Refinancing Amendment.

“Revolving Obligations” shall mean (i) all Revolving Loans, Swingline Loans, Letters of Credit (including LC Exposure and the requirement to Cash Collateralize such LC Exposure) and Revolving Commitments and (ii) all Obligations relating to the Indebtedness and Revolving Commitments described in preceding clause (i). For the avoidance of doubt, Revolving Obligations includes all interest, fees and expenses accruing or incurred during the pendency of any Insolvency Proceeding with respect to Revolving Obligations, whether or not such interest, fees or expenses are allowed claims under any such Insolvency Proceeding.

“S&P” shall mean S&P Global Ratings and any successor thereto.

“Sale and Leaseback Transaction” shall have the meaning assigned to such term in Section 6.03.

“Sanctions Authority” shall mean the respective governmental institutions and agencies of the United States, European Union, United Kingdom and the United Nations, including the U.S. Treasury Department, the U.S. Commerce Department, the U.S. State Department, the United Nations Security Council, or other relevant sanctions authority of the United States, European Union, United Kingdom or the United Nations.

“Sanctions Laws” shall mean the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority.

“SEC” shall mean the United States Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions thereof.

“Second Amendment” shall mean that certain Second Amendment to Credit Agreement, dated as of the Second Amendment Effective Date, among the Borrowers, Holdings, the other Guarantors, the Administrative Agent and the Lenders party thereto.

“Second Amendment Effective Date” shall mean June 14, 2018.

“Second Amendment FSO JV Debt Dividend” shall mean the cash Dividend paid by a FSO JV to the Administrative Borrower prior to the Second Amendment Effective Date of 100% of the Second Amendment FSO JV Net Debt Proceeds in an amount equal to $110,000,000, to the extent such Second Amendment FSO JV Net Debt Proceeds were not otherwise used to increase the Available Amount.

“Second Amendment FSO JV Net Debt Proceeds” shall mean the cash proceeds received by an FSO JV from the incurrence of Indebtedness by it after the Closing Date, net of (i) the repayment of any Indebtedness of such FSO JV with the cash proceeds therefrom, (ii) costs related to any Permitted Hedging Agreement entered into by the FSO JV in connection with such Indebtedness and (iii) reasonable and customary fees, commissions, costs and expenses incurred in connection therewith.

54

“Second Amendment Prepayment” has the meaning specified in the Second Amendment.

“Second Amendment Prepayment Premium” has the meaning specified in the Second Amendment.

“Secured Obligations” shall mean (a) the Obligations and (b) the due and punctual payment and performance of all Bank Product Obligations of the Borrowers and the Subsidiary Guarantors; provided, that in no circumstances shall Excluded Swap Obligations constitute Secured Obligations.

“Secured Parties” shall mean, collectively, (a) the Administrative Agent, (b) the Collateral Agent, (c) the Lenders, (d) the Issuing Banks and (e) each Bank Product Provider.

“Securities Account” has the meaning specified in the UCC.

“Securities Account Control Agreement” shall mean a letter agreement, in form and substance reasonably satisfactory to the Collateral Agent, executed by the relevant Loan Party, the Collateral Agent and the relevant Securities Intermediary (or, with respect to any Securities Accounts located outside of the United States, customary security arrangements in the applicable jurisdictions for perfecting a security interest in such Securities Accounts and the assets deposited therein or credited thereto).

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securities Collateral” shall mean “Securities Collateral” (as defined in each of the Security Agreement and the Holdings Pledge Agreement).

“Securities Intermediary” has the meaning specified in the UCC.

“Security Agreement” shall mean a Security Agreement substantially in the form of Exhibit J-1 among the Borrowers, the Subsidiary Guarantors and the Collateral Agent for the benefit of the Secured Parties.

“Security Agreement Collateral” shall mean all property from time to time pledged or granted as collateral pursuant to the Security Agreement or the Holdings Pledge Agreement.

“Security Documents” shall mean the Security Agreement, the Holdings Pledge Agreement, each Collateral Vessel Mortgage, each Mortgage, each Deposit Account Control Agreement, each Securities Account Control Agreement and each other security document or pledge agreement delivered in accordance with applicable local Legal Requirements to grant a valid, enforceable, perfected security interest (with the priority required under the Loan Documents) in any property as collateral for the Secured Obligations, and all UCC or other financing statements or instruments of perfection required by this Agreement, the Security Agreement, the Holdings Pledge Agreement, any Collateral Vessel Mortgage, any Mortgage, any Deposit Account Control Agreement, any Securities Account Control Agreement or any other such security document or pledge agreement to be filed or registered with respect to the security interests in property created pursuant to the Security Agreement, the Holdings Pledge Agreement, any Collateral Vessel Mortgage, any Mortgage, any Deposit Account Control Agreement, any Securities Account Control Agreement and any other document or instrument utilized to pledge any property as collateral for the Secured Obligations.

55

“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.

“short-form Intellectual Property security agreement” shall have the meaning assigned to such term in Section 3.21(b).

“Sinosure Facility Agreement” shall mean that certain facility agreement originally dated 30 November 2015 as supplemented by a supplemental agreement dated 28 December 2015, as amended and restated by an amending and restating deed dated 29 June 2016, as supplemented by a supplemental agreement dated 8 November 2017, as supplemented by a supplemental agreement, dated as of June 13, 2018, and as further supplemented, amended and modified thereafter not in contravention of this Agreement, by and among Gener8 Maritime Subsidiary VII Inc., Seaways Holding Corporation and International Seaways, Inc., and the Sinosure Lenders, with an aggregate principal amount of Indebtedness thereunder not exceeding $311,000,000, less the amount of any payments or prepayments of the principal amount thereof occurring after the Second Amendment Effective Date.

“Sinosure Facility Documents” shall mean the Sinosure Facility Agreement and the supplements, deeds, fee letters security documents, hedging agreements or other documents executed in connection with the Sinosure Facility Agreement.

“Sinosure Lenders” shall mean Citibank, N.A., London Branch, The Export-Import Bank of China and Bank of China, New York Branch (and its successors and assigns).

“Solvent” shall mean, with respect to any person, that, as of the date of determination, (a) the fair value of the properties of such person will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of such person will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) such person generally will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (d) such person will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed, contemplated or about to be conducted following the Closing Date, and (e) such person is not “insolvent” as such term is defined under any bankruptcy, insolvency or similar laws of any jurisdiction in which any person is organized. For the purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time represents the amount that can be reasonably expected to become an actual or matured liability.

“SPC” shall have the meaning assigned to such term in Section 11.04(h).

“SPV Acquisition” shall mean an acquisition by an SPV Buyer of (i) Vessels or (ii) 100% of the Equity Interests of a Vessel Holding Person, so long as (a) no Default then exists or would result therefrom, (b) such acquisition is funded with the proceeds of Indebtedness incurred in accordance with the requirements of Section6.01(q) and cash equity Investments made in accordance with the requirements of Section6.04(a), (c) neither the applicable SPV Buyer nor any Vessel Holding Person thereof shall, in connection with any such transaction, assume or remain liable with respect to any Indebtedness of the related seller or the business, person or properties acquired, except to the extent permitted to be incurred under Section 6.01, (d) the Board of Directors of the person to be acquired shall not have indicated its opposition to the consummation of such acquisition (which opposition has not been publicly withdrawn) and (e) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable Legal Requirements and the Organizational Documents of the relevant Companies.

56

“SPV Buyer” shall mean a Wholly Owned Restricted Subsidiary of the Administrative Borrower that is a special purpose vehicle created or formed for the purpose of acquiring Vessels (or acquiring 100% of the Equity Interests of a Vessel Holding Person) so long as the principal asset or assets of such special purpose vehicle are Vessels or 100% of the Equity Interests of the Vessel Holding Person owning such Vessels (and the principal asset or assets of such Vessel Holding Person are Vessels).

“SPV VLCC Acquisition” shall mean the acquisition (whether directly or indirectly through the acquisition of all of the Equity Interests of SPV VLCC Vessel Owners) by SPV VLCC Unrestricted Subsidiary of all of the SPV VLCC Vessels on or after the Second Amendment Effective Date.

“SPV VLCC Designations” shall have the meaning assigned to such term in Section 5.17(a).

“SPV VLCC Equity Interests” shall mean the Equity Interests of SPV VLCC Parent to the extent owned by the Administrative Borrower directly or indirectly through a Subsidiary Guarantor, (a) the Fair Market Value of which Equity Interests have been appraised through an appraisal in form, scope and methodology, and by an independent third party appraiser, in either case, reasonably satisfactory to the Administrative Agent not less than once during each fiscal year of the Administrative Borrower (or more frequently as may be requested by the Administrative Agent at any time an Event of Default has occurred and is continuing) (but otherwise subject to the proviso to the definition of “Fair Market Value” contained herein) and (b) such Equity Interests have been pledged by its direct parent company as Collateral to secure the Secured Obligations under the Loan Documents. Each such appraisal shall be addressed to the Administrative Agent and upon which the Administrative Agent, the Collateral Agent and the Lenders are expressly permitted to rely and shall have been delivered to the Administrative Agent.

“SPV VLCC Investment” shall mean the Investment of Net Cash Proceeds from the Specified Vessel Sales, Specified Sale and Leaseback Transactions, the Second Amendment FSO JV Debt Dividend and/or the Permitted Holdings Unsecured Second Amendment Debt in an aggregate amount not to exceed the sum of: (a) $434,000,000 and (b) additional amounts necessary to fund working capital, the debt service reserve accounts and the minimum liquidity accounts of the SPV VLCC Unrestricted Subsidiary and the SPV Vessel Owners, up to a maximum of $50,000,000, made by the Administrative Borrower or any Restricted Subsidiary in SPV VLCC Parent, to the extent that such cash is substantially simultaneously therewith contributed to the SPV VLCC Unrestricted Subsidiary and is used by the SPV VLCC Unrestricted Subsidiary to consummate the SPV VLCC Acquisition within 90 days after the Second Amendment Effective Date and for the ongoing working capital and debt service needs of the SPV VLCC Unrestricted Subsidiary and the SPV VLCC Vessel Owners.

“SPV VLCC Parent” shall mean Seaways Holding Corporation, a Wholly Owned Subsidiary of the Administrative Borrower that is a special purpose vehicle created or formed to acquire, indirectly through SPV VLCC Unrestricted Subsidiary, the SPV VLCC Vessels and, prior to the SPV VLCC Designation, is an Unrestricted Subsidiary.

57

“SPV VLCC Pre-Designation Sale Proceeds Dividend” shall have the meaning assigned to such term in Section 6.15(a).

“SPV VLCC Transactions” shall mean, collectively, (a) the SPV VLCC Investment, (b) the Second Amendment Prepayment, (c) the contribution of the remaining funds (in an amount not less than $10,000,000) to the balance sheet of the Administrative Borrower from the proceeds of the Specified Asset Sales, the Specified Sale and Leaseback Transactions, the Second Amendment FSO JV Debt Dividend and the Permitted Holdings Unsecured Second Amendment Debt after payment of the SPV VLCC Investment and (d) the payment of fees and expenses in connection therewith and in connection with the effectiveness of the Second Amendment.

“SPV VLCC Unrestricted Subsidiary” shall mean Gener8 Maritime, Inc., a direct Wholly Owned Subsidiary of SPV VLCC Parent that is a special purpose vehicle created or formed to acquire, directly, the SPV VLCC Vessel Owners and, directly or indirectly, the SPV VLCC Vessels and, prior to the SPV VLCC Designation, is an Unrestricted Subsidiary.

“SPV VLCC Vessel Owners” shall mean each of the following Persons that own an SPV VLCC Vessel on the Second Amendment Effective Date: (i) Gener8 Andriotis LLC, (ii) Gener8 Chiotis LLC, (iii) Gener8 Militiades LLC, (iv) Gener8 Strength LLC, (v) Gener8 Success LLC and (vi) Gener8 Supreme LLC.

“SPV VLCC Vessels” shall mean the following VLCC vessels to be acquired from Euronav NV on or after the Second Amendment Effective Date: (i) Gener8 Andriotis, whose record owner is Gener8 Andriotis LLC, whose official number is 6446, which is registered and under the flag of the Marshall Islands, (ii) Gener8 Chiotis, whose record owner is Gener8 Chiotis LLC, whose official number is 6448, which is registered and under the flag of the Marshall Islands, (iii) Gener8 Militiades, whose record owner is Gener8 Militiades LLC, whose official number is 6447, which is registered and under the flag of the Marshall Islands, (iv) Gener8 Strength, whose record owner is Gener8 Strength LLC, whose official number is 6312, which is registered and under the flag of the Marshall Islands, (v) Gener8 Success, whose record owner is Gener8 Success LLC, whose official number is 6313, which is registered and under the flag of the Marshall Islands and (vi) Gener8 Supreme, whose record owner is Gener8 Supreme LLC, whose official number is 6314, which is registered and under the flag of the Marshall Islands.

“Specified Accounts” shall mean (i) each Reinvestment Proceeds Account, (ii) the Administrative Borrower Concentration Account and (iii) any other Deposit Account or Securities Account into which payments in respect of receivables, accounts, chattel paper, payment intangibles, charters and other contracts owed to any Borrower or Subsidiary Guarantor are paid (or credited to) or are required to be paid (or credited to), but excluding the Excluded Accounts.

“Specified Asset Sales” shall mean the sale of each of the Seaways Alcesmar, the Seaways Alcmar, the Seaways Raphael, the Seaways Raffles, the Seaways Josefa Camejo and the Seaways Laura Lynn.

“Specified Joint Venture” shall mean any Restricted Party’s Equity Interest in the following Joint Ventures: (a) TI Africa Limited; (b) TI Asia Limited; and (c) OSG Nakilat Corporation.

“Specified Refinancing Revolving Commitment” shall have the meaning assigned to such term in Section 2.23(a).

58

“Specified Refinancing Term Loans” shall have the meaning assigned to such term in Section 2.23(a).

“Specified Sale and Leaseback Transactions” shall mean the Sale and Leaseback Transaction of each of the Seaways Yellowstone and the Seaways Yosemite, in each case, occurring on or prior to the Second Amendment Effective Date.

“Statutory Reserves” shall mean for any day during any Interest Period for any Eurodollar Borrowing, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under regulations issued from time to time (including Regulation D, issued by the Board (the “Reserve Requirements”)) by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion Dollars against Eurocurrency funding liabilities (currently referred to as “Eurocurrency liabilities” (as such term is used in Regulation D)). Eurodollar Borrowings shall be deemed to constitute Eurodollar liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exceptions or offsets which may be available from time to time to any Lender under the Reserve Requirements.

“Subordinated Indebtedness” shall mean unsecured Indebtedness of the Administrative Borrower or any of its Restricted Subsidiaries that is by its terms subordinated (on terms reasonably satisfactory to the Administrative Agent) in right of payment to all or any portion of the Obligations.

“Subsequent Transaction” shall have the meaning assigned to such term in the definition of “Pro Forma Basis”.

“Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (i) any person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (iv) any other person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of the Administrative Borrower.

“Subsidiary Guarantor” shall mean each Restricted Subsidiary of the Administrative Borrower (including, for the avoidance of doubt, the Restricted Parent Subsidiaries) listed on Schedule 1.01(h), as well as any additional Restricted Subsidiary of the Administrative Borrower (including, for the avoidance of doubt, the Restricted Parent Subsidiaries) that is not an Excluded Subsidiary and becomes a Subsidiary Guarantor pursuant to Section 5.10.

“Swap Obligation” shall mean, with respect to any Borrower and any Subsidiary Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swingline Borrowing” shall mean a Borrowing comprised of Swingline Loans.

59

“Swingline Commitment” shall mean the commitment of the Swingline Lender to make revolving loans pursuant to Section 2.17, as the same may be reduced from time to time pursuant to Section 2.17; provided that in no event shall the Swingline Commitment exceed the Total Revolving Commitments. The aggregate principal amount of the Swingline Commitment shall be $10,000,000 on the Closing Date.

“Swingline Exposure” shall mean, at any time, the aggregate principal amount at such time of all outstanding Swingline Loans. The Swingline Exposure of any Revolving Lender at any time shall equal its Pro Rata Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” shall have the meaning assigned to such term in the preamble hereto.

“Swingline Loan” shall mean any revolving loan made by the Swingline Lender pursuant to Section 2.17.

“Synthetic Lease” shall mean, as to any person, (a) any lease (including leases that may be terminated by the lessee at any time) of any property (i) that is accounted for as an operating lease under GAAP and (ii) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such person is the lessor or (b)(i) a synthetic, off-balance sheet or tax retention lease, or (ii) an agreement for the use or possession of property (including a Sale and Leaseback Transaction), in each case under this clause (b), creating obligations that do not appear on the balance sheet of such person but which, upon the application of any Insolvency Laws to such person, would be characterized as the indebtedness of such person (without regard to accounting treatment).

“Synthetic Lease Obligations” shall mean, as to any person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such person in accordance with GAAP if such obligations were accounted for as Capital Lease Obligations.

“Synthetic Purchase Agreement” shall mean any swap, derivative or other agreement or combination of agreements pursuant to which any Restricted Party is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than a Restricted Party of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness.

“Tax Returns” shall mean all returns, statements, filings, attachments and other documents or certifications filed or required to be filed in respect of Taxes.

“Taxes” shall mean (i) any and all present or future taxes, duties, levies, imposts, assessments, fees, deductions, withholdings or other similar charges, imposed by a Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions with respect to any of the foregoing) with respect to the foregoing, and (ii) any transferee, successor, joint and several, contractual or other liability (including liability pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-U.S. law)) in respect of any item described in clause (i).

60

“Term Borrowing” shall mean a Borrowing comprised of Term Loans.

“Term Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Term Loans hereunder on the Closing Date in the amount set forth on Annex I hereto or on Schedule 1 to the Assignment and Acceptance pursuant to which such Lender assumed its Term Commitment, as applicable, as the same may be (a) increased from time to time pursuant to Section 2.21 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.04. In addition, the Term Commitment of each Lender shall include any commitment to make Extended Term Loans or Specified Refinancing Term Loans. The aggregate principal amount of the Lenders’ Term Commitments on the Closing Date is $500,000,000.

“Term Lender” shall mean a Lender with a Term Commitment or outstanding Term Loans.

“Term Loans” shall mean the Initial Term Loans made by the Lenders to the Borrowers on the Closing Date pursuant to Section 2.01(a). Unless the context shall otherwise require, the term “Term Loans” also shall include any Incremental Term Loans, any Extended Term Loans and any Specified Refinancing Term Loans made or extended after the Closing Date.

“Term Loan Maturity Date” shall mean June 22, 2022; provided, however, that with respect to (i) any Class of Incremental Term Loans, the Term Loan Maturity Date with respect thereto shall be as specified in the applicable Incremental Loan Amendment, (ii) any Class of Specified Refinancing Term Loans, the Term Loan Maturity Date with respect thereto shall be as specified in the applicable Refinancing Amendment and (iii) any Class of Extended Term Loans, the Term Loan Maturity Date with respect thereto instead shall be as specified in the applicable Extension Amendment.

“Term Loan Repayment Date” shall have the meaning specified in Section 2.09.

“Test Period” shall mean each period of four consecutive fiscal quarters of the Administrative Borrower then last ended (in each case taken as one accounting period) for which financial statements of the Administrative Borrower have been delivered pursuant to Section 5.01(a) or (b), as the case may be (it being understood and agreed that, until the delivery of the Administrative Borrower’s financial statements in respect of its fiscal quarter ending June 30, 2017, the Test Period then last ended shall be the period of four consecutive fiscal quarters of the Administrative Borrower ended March 31, 2017).

“Total Leverage Ratio” shall mean, at any date of determination, the ratio of (i) Consolidated Indebtedness of the Administrative Borrower and its Restricted Subsidiaries on such date to (ii) Consolidated EBITDA of the Administrative Borrower and its Restricted Subsidiaries for the Test Period then most recently ended.

“Total Revolving Commitments” shall mean the aggregate principal amount of all Revolving Commitments, which as of the Closing Date is in the aggregate amount of $50,000,000.

“Total Revolving Exposure” shall mean, with respect to all Revolving Lenders at any time, the aggregate principal amount at such time of all outstanding Revolving Loans, plus the aggregate Dollar Amount at such time of the LC Exposure, plus (other than for purposes of calculating the Commitment Fee) the aggregate principal amount at such time of the Swingline Exposure.

“Total Secured Leverage Ratio” shall mean, at any date of determination, the ratio of (i) Consolidated Secured Indebtedness of the Administrative Borrower and its Restricted Subsidiaries on such date to (ii) Consolidated EBITDA of the Administrative Borrower and its Restricted Subsidiaries for the Test Period then most recently ended.

61

“Transactions” shall mean, collectively, (a) the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents to which they are a party and the initial Credit Extension hereunder on the Closing Date and the use of the proceeds thereof, (b) the Refinancing and (c) the payment of the fees and expenses related to the foregoing.

“Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.

“Treasury Regulations” shall mean the regulations promulgated by the United States Department of the Treasury under the Code, as amended from time to time.

“Trust Property” shall mean (a) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Mortgage Trustee under or pursuant to the Collateral Vessel Mortgages (including the benefits of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to the Mortgage Trustee in the Collateral Vessel Mortgages), (b) all moneys, property and other assets paid or transferred to or vested in the Mortgage Trustee, or any agent of the Mortgage Trustee whether from any Loan Party or any other person, and (c) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by the Mortgage Trustee or any agent of the Mortgage Trustee in respect of the same (or any part thereof).

“Type” shall mean, when used in reference to any Loan or Borrowing, shall refer to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“UKBA” shall mean the U.K. Bribery Act 2010.

“Unfunded Pension Liability” shall mean the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the actuarial assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“United States” and “U.S.” shall mean the United States of America.

“Unrestricted Subsidiary” shall mean (a) as of the Closing Date, any Subsidiary of Holdings that is set forth on Schedule 1.01(e) and (b) (i) any other Subsidiary of the Administrative Borrower (other than the Co-Borrower) or, at any time the direct parent of the SPV VLCC Parent is not the Administrative Borrower, the direct parent of the SPV VLCC Parent) and/or (ii) if necessary for purposes of the liquidation or winding down thereof, OSG-NNA Ship Management Services, Inc., in each case, that is designated by the Board of Directors of the Administrative Borrower after the Closing Date as an Unrestricted Subsidiary pursuant to a resolution of such Board of Directors and such designation otherwise complies with Section 5.17 (in each case until such time (if any) as the Board of Directors of the Administrative Borrower designates any such Subsidiary as a Restricted Subsidiary pursuant to such Section 5.17), but (in each case) only to the extent that such Subsidiary:

62

(i)          has no Indebtedness other than Non-Recourse Debt;

(ii)         except as permitted by Section6.09, is not party to any agreement, contract, arrangement or understanding with Holdings, the Administrative Borrower or any Restricted Subsidiary of the Administrative Borrower unless the terms of any such agreement, contract, arrangement or understanding are not less favorable to Holdings, the Administrative Borrower or such Restricted Subsidiary than those that might be obtained at the time from persons who are not Affiliates of the Administrative Borrower;

(iii)        is a person with respect to which none of Holdings, the Administrative Borrower or any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such person’s financial condition or to cause such person to achieve any specified levels of operating results (other than, with respect to Holdings, an unsecured performance guaranty or unsecured credit support guaranty, in each case, on customary terms in respect of the obligations of such Unrestricted Subsidiary;

(iv)        has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Administrative Borrower or any of its Restricted Subsidiaries; and

(v)         does not hold any Indebtedness of, or Lien on any property of, Holdings, the Administrative Borrower or any of its Restricted Subsidiaries, and does not own any Equity Interests in the Administrative Borrower or any of its Restricted Subsidiaries.

For the avoidance of doubt, (x) a Subsidiary of an Unrestricted Subsidiary shall be an Unrestricted Subsidiary and (y) after the Closing Date, no Subsidiary of Holdings that is not also a Subsidiary of the Administrative Borrower may be designated as an Unrestricted Subsidiary.

“Vessel Appraisal” shall mean a written desktop appraisal of each Collateral Vessel delivered to the Administrative Agent and the Collateral Agent, in form, scope and methodology reasonably acceptable to the Collateral Agent and prepared by an Approved Broker, addressed to the Collateral Agent and upon which the Administrative Agent, the Collateral Agent and the Lenders are expressly permitted to rely.

“Vessel Collateral Requirements” shall mean, with respect to a Collateral Vessel, the requirement that:

(a)          the entity that owns such Collateral Vessel shall have duly authorized, executed and delivered, and caused to be recorded or registered in accordance with the laws of the applicable Acceptable Flag Jurisdiction in which such Collateral Vessel is registered, a Collateral Vessel Mortgage with respect to such Collateral Vessel and such Collateral Vessel Mortgage shall be effective to create in favor of the Mortgage Trustee for the benefit of the Secured Parties a legal, valid and enforceable first preferred ship mortgage lien upon such Collateral Vessel, subject only to Permitted Collateral Vessel Liens related thereto;

(b)          all filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Collateral Agent to perfect and preserve the security interests described in clause(a) above under the laws of the Acceptable Flag Jurisdiction in which such Collateral Vessel is registered and (if required) in the jurisdiction of organization of the entity that is the owner of such Collateral Vessel shall have been duly effected and the Collateral Agent shall have received evidence thereof in form and substance reasonably satisfactory to it and such customary legal opinions reasonably satisfactory to it; and

63

(c)          the Administrative Agent shall have received each of the following:

(i)          certified copies of all technical management agreements and commercial management agreements, if any, and all pooling agreements and charter contracts having a remaining term in excess of six months related to such Collateral Vessel;

(ii)         a confirmation of class certificate issued by an Approved Classification Society showing the Collateral Vessel to be free of overdue recommendations issued not more than 10 days prior to the date such vessel becomes a Collateral Vessel and copies of all ISM Code and ISPS Code documentation for such Collateral Vessel and its owner or manager, as appropriate, which shall be valid and unexpired;

(iii)        a certificate of ownership and encumbrance or transcript of register confirming registration of such Collateral Vessel under the law and flag of the applicable Acceptable Flag Jurisdiction, the record owner of the Collateral Vessel and all Liens of record (which shall be only Permitted Collateral Vessel Liens) for such Collateral Vessel, such certificate to be issued within 60 days of the date such vessel becomes a Collateral Vessel, and reasonably satisfactory to the Administrative Agent;

(iv)        a report, addressed to and in form and scope reasonably acceptable to the Administrative Agent, from a firm of marine insurance brokers reasonably acceptable to the Administrative Agent (including Marsh and Willis), confirming the particulars and placement of the marine insurances covering such Collateral Vessel and its compliance with the provisions hereunder, the endorsement of loss payable clauses and notices of assignment on the policies, and containing such other confirmations and undertakings as are customary in the New York market (including the Insurance Deliverables Requirement);

(v)         a customary letter of undertaking addressed to the Administrative Agent, issued by the protection and indemnity association in which such Collateral Vessel is entered; and

(vi)        a report from an independent marine insurance consultant appointed by the Administrative Agent confirming the adequacy of the marine insurances covering such Collateral Vessel.

“Vessel Holding Person” shall mean a Subsidiary of an SPV Buyer, the principal assets of which are Vessels.

“Vessels” shall mean the vessels owned by the Administrative Borrower or any of its Restricted Subsidiaries. The Vessels as of the Closing Date are identified on Schedule 1.01(a).

“Voting Equity Interests” shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the power under ordinary circumstances to vote for persons to serve on the Board of Directors of such person.

64

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(i)           the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(ii)           the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” shall mean a Wholly Owned Subsidiary that is a Restricted Subsidiary. Unless the context requires otherwise, “Wholly Owned Restricted Subsidiary” refers to a Wholly Owned Restricted Subsidiary of the Administrative Borrower.

“Wholly Owned Subsidiary” shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares and other nominal shares required to be held by local nationals, in each case to the extent required under applicable Legal Requirements) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person and (b) any partnership, association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% Equity Interest (other than directors’ qualifying share and other nominal shares required to be held by local nationals, in each case to the extent required under applicable Legal Requirements) at such time. Unless the context requires otherwise, “Wholly Owned Subsidiary” refers to a Wholly Owned Subsidiary of the Administrative Borrower.

“Write-Down and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

Section 1.02       Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

Section 1.03       Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The phrase “Material Adverse Effect” shall be deemed to be followed by the phrase “, individually or in the aggregate.” The words “asset” and “property” shall be construed to have the same meaning and effect. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such Loan Document, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth in any Loan Document), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof’ and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits, exhibits, Schedules and schedules shall be construed to refer to Articles and Sections of, and Exhibits, exhibits, Schedules and schedules to, this Agreement, unless otherwise indicated and (e) any reference to any law or regulation shall (i) include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law or regulation, and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.03 shall apply, mutatis mutandis, to all Loan Documents.

65

Section 1.04       Accounting Terms; GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with, and all terms of an accounting or financial nature shall be construed and interpreted in accordance with, GAAP as in effect from time to time. If at any time any change in GAAP would affect the computation of any financial ratio set forth in any Loan Document, and the Administrative Borrower, the Required Lenders or the Administrative Agent shall so request, the Administrative Agent and the Administrative Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by the Required Lenders and the Administrative Borrower); provided, that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and the Administrative Borrower shall provide to the Administrative Agent and the Lenders within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Financial Officer of the Administrative Borrower setting forth in reasonable detail the differences that would have resulted if such financial statements had been prepared as if such change had been implemented.

Section 1.05      Resolution of Drafting Ambiguities. Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of this Agreement and the other Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

Section 1.06       Rounding. Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.07        Currency Equivalents Generally.

(a)          Any amount specified in this Agreement (other than in Section 2.18 or as set forth in clause (b) of this Section 1.07) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the applicable Exchange Rate; provided that (x) the determination of any Dollar Amount shall be made in accordance with Section2.18(m) and (y) if any basket amount expressed in Dollars is exceeded solely as a result of fluctuations in applicable currency exchange rates after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.

(b)          For purposes of determining the Total Secured Leverage Ratio and the Total Leverage Ratio, amounts denominated in a currency other than Dollars will be converted to Dollars at the Exchange Rate as of the date of calculation, and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Swap Obligations permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness.

66

(c)          For the purposes of determining the Dollar Amount of any amount specified in ArticleII on any date, any amount in a currency other than Dollars shall be converted to Dollars at the Exchange Rate as of the most recent Exchange Rate Reset Date occurring on or prior to such date.

Section 1.08        Change in Currency.

(a)          Each obligation of any Loan Party to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency.

(b)          Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c)          If a change in any currency of a country occurs, this Agreement will, to the extent the Administrative Agent (acting reasonably and after consultation with the Administrative Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice relating to the applicable currency and otherwise to reflect the change in currency.

Section 1.09      Available Amount Transactions. If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Available Amount immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.

ARTICLE II

THE CREDITS

Section 2.01       Commitments. Subject to the terms and conditions and relying upon the representations and warranties herein set forth, (a) each Term Lender agrees, severally and not jointly, to make Initial Term Loans to the Borrowers (on a joint and several basis) on the Closing Date in the principal amount equal to its Term Commitment on the Closing Date and (b) each Revolving Lender agrees, severally and not jointly, to make Revolving Loans to the Borrowers (on a joint and several basis), at any time and from time to time on or after the Closing Date until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Revolving Lender’s Revolving Exposure exceeding such Revolving Lender’s Revolving Commitment; provided, however, no Revolving Loans shall be permitted to be made on the Closing Date. Amounts paid or prepaid in respect of Term Loan may not be reborrowed. Within the limits set forth in clause (b) of the second preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrowers may borrow, pay or prepay and reborrow Revolving Loans.

67

Section 2.02       Loans. (a) Each Loan (other than Swingline Loans) shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Except for Revolving Loans deemed made pursuant to Section 2.18(e), any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than $500,000 or (ii) equal to the remaining available balance of the applicable Commitments.

(b)          Subject to Sections2.11 and 2.12, each Borrowing of Loans shall be comprised entirely of ABR Loans or Eurodollar Loans as the Administrative Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that any exercise of such option shall not affect the obligation of the Lender to make such Loan or the Borrowers to repay such Loan in accordance with the terms of this Agreement. Borrowings of more than one Type may be outstanding at the same time; provided, that the Administrative Borrower shall not be entitled to request any Borrowing that, if made, would result in more than 10 Eurodollar Borrowings in the aggregate outstanding hereunder at any one time (or such greater number of Eurodollar Borrowings as may be acceptable to the Administrative Agent in its sole discretion). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c)          Except with respect to Revolving Loans made pursuant to Section 2.18(e), each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate from time to time not later than 10:00 a.m., New York City time, and the Administrative Agent shall promptly credit or remit the amounts so received to an account in the United States as directed by the Administrative Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, promptly return the amounts so received to the respective Lenders.

(d)          Unless the Administrative Agent shall have received written notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with clause (c) above, and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount. If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrowers (on a joint and several basis) agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Administrative Agent at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation, and (ii) in the case of the Borrowers, the greater of the interest rate applicable at the time to ABR Loans of the applicable Class and the interest rate applicable to such Borrowing. If such Lender shall subsequently repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrowers’ obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and any amounts previously so repaid by the Borrowers shall be returned to the Borrowers.

68

(e)          Notwithstanding any other provision of this Agreement, the Borrowers shall not be entitled to request, or to elect to convert or continue, any Eurodollar Borrowing if the Interest Period requested with respect thereto would end after the applicable Maturity Date.

Section 2.03       Borrowing Procedure. (a) To request a Revolving Borrowing or a Term Borrowing, the Administrative Borrower shall deliver a written request (by hand delivery, email through a “pdf” copy or telecopier, or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent)), a duly completed and executed Borrowing Request to the Administrative Agent (i) in the case of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, on the third Business Day before the date of the proposed Borrowing or (ii) in the case of an ABR Borrowing, not later than 1:00 p.m., New York City time, one Business Day prior to the proposed Borrowing. Each Borrowing Request for a Revolving Loan or a Term Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(i)         the aggregate principal amount of such Borrowing, which shall comply with the requirements of Section 2.02(a);

(ii)        the date of such Borrowing, which shall be a Business Day;

(iii)       whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(iv)       in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period” contained herein;

(v)        the location and number of the respective Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c);

(vi)       that the conditions set forth in Sections 4.02(b) and (c) are satisfied as of the date of the notice; and

(vii)      whether the requested Borrowing is to be a Revolving Borrowing or a Term Borrowing.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

69

(b)          The Co-Borrower hereby irrevocably appoints the Administrative Borrower as its agent to request and receive Loans and Letters of Credit pursuant to this Agreement in the name or on behalf of the Co-Borrower. The Administrative Agent and the Lenders may disburse the Loans to such bank account of the Administrative Borrower or the Co-Borrower or otherwise make such Loans to a Borrower and provide such Letters of Credit to a Borrower as the Administrative Borrower may designate or direct, without notice to the other Borrower or any Guarantor. The Administrative Borrower hereby accepts the appointment by the Co-Borrower to act as the agent of the Co-Borrower and agrees to ensure that the disbursement of any Loans to a Borrower requested by or paid to or for the account of such Borrower, or the issuance of any Letter of Credit for a Borrower hereunder, shall be paid to or for the account of such Borrower. The Co-Borrower hereby irrevocably appoints and constitutes the Administrative Borrower as its agent to receive statements on account and all other notices from the Agents and the Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and the other Loan Documents. Any notice, election, representation, warranty, agreement or undertaking made on behalf of the Co-Borrower by the Administrative Borrower shall be deemed for all purposes to have been made by the Co-Borrower, as the case may be, and shall be binding upon and enforceable against the Co-Borrower to the same extent as if made directly by the Co-Borrower.

(c)          All Loans or Letters of Credit requested by the Administrative Borrower for ultimate use by the Loan Parties may be drawn or obtained in the name of the Administrative Borrower or the name of the Co-Borrower. Upon request, the Administrative Borrower shall promptly confirm for the Administrative Agent that each Loan or Letter of Credit has been issued in the name of the appropriate Borrower and, in the event of any error, the respective records shall be adjusted without prejudice to the rights of the Agents or the Lenders.

Section 2.04       Repayment of Loans. (a) Each of the Borrowers hereby unconditionally promises, jointly and severally, to pay to (i) the Administrative Agent for the account of each Term Lender, the principal amount of each Term Loan of such Term Lender as provided in Section 2.09, (ii) the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date and (iii) the Swingline Lender, the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and the date that is three Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Borrowing is made, the Borrowers shall repay all Swingline Loans that were outstanding on the date such Borrowing was requested.

(b)          Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c)          The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type and Class thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrowers to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d)          The entries made in the accounts maintained pursuant to clauses (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrowers and the other Loan Parties to pay, and perform, the Obligations in accordance with the Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

70

(e)          Any Lender by written notice to the Administrative Borrower (with a copy to the Administrative Agent) may request that Loans of any Class made by it be evidenced by a promissory note. In such event, the Borrowers shall promptly execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit H-1, H-2 or H-3, as the case may be.

Section 2.05        Fees.

(a)          CommitmentFee. The Borrowers, jointly and severally, agree to pay to the Administrative Agent for the account of each Revolving Lender a commitment fee (a “Commitment Fee”) equal to 1.40% per annum of the average daily unused amount of the Revolving Commitment of such Revolving Lender during the period from and including the date hereof to but excluding the date on which such Revolving Commitment terminates. Accrued Commitment Fees shall be payable in arrears (A) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and (B) on the date on which such Revolving Commitment terminates. Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees, the Revolving Commitment of a Revolving Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and Dollar Amount of the LC Exposure of such Revolving Lender (and the Swingline Exposure of such Revolving Lender shall be disregarded for such purpose).

(b)          Administrative Agent and Collateral Agent Fees. The Borrowers, jointly and severally, agree to pay to the Administrative Agent and the Collateral Agent (as applicable), for their own account, the fees set forth in the Agent Fee Letter and such other fees payable in the amounts and at the times separately agreed upon between and/or among the Administrative Borrower, the Administrative Agent and the Collateral Agent (the “Administrative Agent Fees”).

(c)           LC and Fronting Fees. The Borrowers, jointly and severally, agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee (the “LC Participation Fee”) with respect to its participations in Letters of Credit, which shall accrue at a rate per annum equal to the Applicable Margin from time to time used to determine the interest rate on Eurodollar Revolving Loans pursuant to Section2.06 on the average daily amount of the Dollar Amount of such Revolving Lender’s LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date on which such Revolving Lender’s Revolving Commitment terminates and the date on which such Revolving Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank for its own account, with respect to Letters of Credit issued by such Issuing Bank, a fronting fee (“Fronting Fee”), which shall accrue at the rate of 0.25% per annum (or such other rate per annum as such Issuing Bank and the Administrative Borrower may from time to time agree) on the average daily amount of the Dollar Amount of the LC Exposure (excluding any portion thereof attributable to Reimbursement Obligations) during the period from and including the Closing Date to but excluding the later of the date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure in respect of Letters of Credit issued by such Issuing Bank, as well as each Issuing Bank’s customary fees and charges with respect to the administration, issuance, amendment, negotiation, renewal, payment or extension of any Letter of Credit or processing of drawings thereunder. Accrued LC Participation Fees and Fronting Fees shall be payable in arrears (i) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the Closing Date, and (ii) on the date on which the Revolving Commitments terminate and no Letters of Credit remain outstanding. Any such fees accruing after the date on which the Revolving Commitments terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this Section2.05(c) shall be payable within five Business Days after demand therefor. All LC Participation Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding the foregoing, upon the occurrence and during the continuance of any Default under Section 8.01(a) or (b) or any Event of Default under Section 8.01(a), (b), (g) or (h), the LC Participation Fee and the Fronting Fee shall accrue, after as well as before judgment, at a rate per annum equal to 2.00% in excess of the rate then borne by the LC Participation Fee or the Fronting Fee, as the case may be. Each payment of fees hereunder on any Letters of Credit denominated in an Alternative Currency shall be made in Dollars.

71

(d)          Other Fees. The Borrowers, jointly and severally, agree to pay to the Agents, each for their own accounts, such fees payable in the amounts and at the times as have been or may be separately agreed upon between the Borrowers and the applicable Agent.

(e)          Payment of Fees. All Fees shall be paid on the dates due, in immediately available funds in Dollars, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Borrowers shall pay (i) the Fronting Fees directly to the applicable Issuing Bank and (ii) the Fees provided under Section 2.05(d) directly to the applicable Agents. Once paid, none of the Fees shall be refundable under any circumstances.

(f)           Any fees otherwise payable by the Borrowers to any Defaulting Lender pursuant to this Section 2.05 shall be subject to Section 2.16(c).

Section 2.06       Interest on Loans. (a) Subject to the provisions of Section 2.06(c), the Loans comprising each ABR Borrowing, including each Swingline Loan, shall bear interest at a rate per annum equal to the Alternate Base Rate in effect from time to time plus the Applicable Margin.

(b)          Subject to the provisions of Section 2.06(c), the Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c)          Notwithstanding the foregoing, (i) upon the occurrence and during the continuance of any Default under Section 8.01(a) or (b) or any Event of Default under Section 8.01(a), (b), (g) or (h), each Loan shall bear interest, after as well as before judgment, at a rate per annum equal to the rate which is 2.00% in excess of the rate then borne by such Loans, and (ii) without duplication of any amounts payable pursuant to preceding clause (i), (x) overdue principal and, to the extent permitted by applicable law, overdue interest, in respect of the Loans shall bear interest, after as well as before judgment, at a rate per annum equal to the rate which is 2.00% in excess of the rate applicable to respective Term Loans from time to time, and (y) without duplication of any amounts payable pursuant to the last sentence of Section 2.05(c) in respect of the LC Participation Fee, all other overdue amounts owing under the Loan Documents shall bear interest, after as well as before judgment, at a rate per annum equal to the rate which is 2.00% in excess of the rate otherwise applicable to ABR Loans from time to time (in each such case, the “Default Rate”).

(d)          Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided, that (i) interest accrued pursuant to Section 2.06(c) (and all interest on past due interest) shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan or Swingline Loan), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

72

(e)          All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual numbers of days elapsed (including the first day but excluding the last day); provided, that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.13, bear interest for one day. The applicable Alternate Base Rate or Adjusted LIBOR Rate shall be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any Insolvency Proceeding.

Section 2.07        Termination and Reduction of Commitments. (a) Subject to the provisions of Section2.21, (i) the initial Term Commitments made effective on the Closing Date shall automatically terminate on the Closing Date immediately upon the making of the Initial Term Loans on such date and (ii) the July 2017 Incremental Term Loan Commitments made effective on the First Amendment Effective Date shall automatically terminate upon the making of the July 2017 Incremental Term Loans on the First Amendment Effective Date. The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date.

(b)          At their option, the Borrowers may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $100,000 and not less than $500,000 and (ii) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.10, the Total Revolving Exposure would exceed the Total Revolving Commitments.

(c)          Upon the incurrence of any Specified Refinancing Revolving Commitments, the Revolving Commitments of the Revolving Lenders under the Class of Revolving Loans being refinanced shall be automatically and permanently reduced on a ratable basis by an amount equal to 100% of the Specified Refinancing Revolving Commitments so incurred.

(d)          The Administrative Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce Commitments of any Class under Section2.07(b) at least three Business Days prior to the effective date of such termination or reduction (which effective date shall be a Business Day), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section2.07 shall be irrevocable; provided, that a notice of termination of all then remaining Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities in order to refinance in full the Obligation hereunder, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments for such Class.

Section 2.08        Interest Elections. (a) Each Revolving Borrowing and Term Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrowers may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section2.08. The Borrowers may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. Notwithstanding anything herein to the contrary, the Borrowers shall not be entitled to request any conversion or continuation that, if made, would result in more than eight Interest Periods with respect to Eurodollar Borrowings outstanding hereunder at any one time (or such greater number of Eurodollar Borrowings as may be acceptable to the Administrative Agent in its sole discretion). This Section 2.08 shall not apply to Swingline Borrowings, which may not be converted into a Eurodollar Borrowing and shall, at all times, be maintained as an ABR Borrowing.

73

(b)          To make an election pursuant to this Section 2.08, the Administrative Borrower shall deliver, by hand delivery, email through “pdf” copy or telecopies, or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Interest Election Request to the Administrative Agent not later than the time that a Borrowing Request would be required under Section 2.03 if the Administrative Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each Interest Election Request shall be irrevocable.

(c)          Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)         the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii)        the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii)       whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and

(iv)       if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” contained herein.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Administrative Borrower shall be deemed to have selected an Interest Period of one month’s duration.

(d)          Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e)          If an Interest Election Request with respect to a Eurodollar Borrowing is not timely delivered prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing, the Administrative Agent or the Required Lenders may require, by notice to the Administrative Borrower, that (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

74

Section 2.09       Amortization of Term Borrowings. (a) The Borrowers, jointly and severally, shall pay to the Administrative Agent, for the account of the Term Lenders, on each March 31, June 30, September 30 and December 31 (commencing on September 30, 2017) or, if any such date is not a Business Day, on the immediately following Business Day (each such date, a “Term Loan Repayment Date”), a principal amount of the Initial Term Loans equal to the Applicable Amortization Percentage of the initial aggregate principal amount of such Initial Term Loans (as adjusted from time to time pursuant to Section 2.10 and/or Section 2.21), together in each case with accrued and unpaid interest on the principal amount to be paid to but excluding the date of such payment.

(b)          To the extent not previously irrevocably paid in full in cash, all Term Loans of a Class shall be due and payable on the Term Loan Maturity Date for such Class of Term Loans.

Section 2.10       Optional and Mandatory Prepayments of Loans. (a) Optional Prepayments. Subject to the provisions of Section 2.10(h), the Borrowers shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty (except as provided in Section 2.10(g)) subject to the requirements of this Section 2.10; provided, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $500,000.

(b)          Mandatory Prepayments.

(i)          In the event of the termination of all the Revolving Commitments, the Borrowers, jointly and severally, shall, on the date of such termination, repay or prepay all outstanding Revolving Loans and Swingline Loans and either (A) replace all outstanding Letters of Credit or (B) Cash Collateralize all outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i).

(ii)          In the event of any partial reduction of the Revolving Commitments by the Borrowers, then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Administrative Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposures would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrowers, jointly and severally, shall, on the date of such reduction, first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans and third, replace outstanding Letters of Credit or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i) in an aggregate amount sufficient to eliminate such excess.

(iii)         If at any time the Total Revolving Exposure exceeds the Revolving Commitments at such time, the Borrowers, jointly and severally, shall, without notice or demand, immediately first, repay or prepay Swingline Loans, second, repay or prepay Revolving Loans, and third, replace outstanding Letters of Credit or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section 2.18(i) in an aggregate amount sufficient to eliminate such excess.

(iv)         In the event that the aggregate Dollar Amount of the LC Exposure exceeds the LC Commitment then in effect, the Borrowers, jointly and severally, shall, without notice or demand, immediately replace outstanding Letters of Credit or Cash Collateralize outstanding Letters of Credit in accordance with the procedures set forth in Section2.18(i) in an aggregate amount sufficient to eliminate such excess.

75

(v)          No later than the earlier of (i) 90 days after the end of each Excess Cash Flow Period and (ii) the date on which the financial statements with respect to such fiscal year in which such Excess Cash Flow Period occurs are delivered pursuant to Section5.01(a), the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) make prepayments in accordance with Section 2.10(d) in an aggregate principal amount equal to 5075% of Excess Cash Flow for the Excess Cash Flow Period then ended; provided that the aggregate principal amount of optional prepayments of Term Loans made pursuant to Section2.10(a) (and including any Term Loans prepaid pursuant to a Discounted Prepayment Offer(otherthaninconnectionwiththeSecond Amendment Prepayment), but in the case of a Discounted Prepayment Offer, limited to the amount of cash actually expended to purchase principal of such Term Loans) and the aggregate principal amount of optional prepayments of Revolving Loans (but only to the extent accompanied by a permanent reduction in the Total Revolving Commitments), in each case made during such Excess Cash Flow Period with Internally Generated Funds shall reduce on a dollar- for-dollar basis the amount of such mandatory prepayment otherwise required pursuant to this Section 2.10(b)(v) in respect of such Excess Cash Flow Period.

(vi)         Not later than five Business Days following the receipt of any Net Cash Proceeds of any Asset Sale or Casualty Event by any Restricted Party (other than Net Cash Proceeds of less than $5,000,000 in the aggregate in any fiscal year of the Administrative Borrower), the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) apply 100% of such Net Cash Proceeds to make prepayments in accordance with Section 2.10(d); provided that: (x) so long as no Default shall then exist or would arise therefrom, such Net Cash Proceeds shall not be required to be so applied on such date to the extent that the Administrative Borrower shall have delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds are reasonably expected to be reinvested (or committed to be reinvested) in fixed or capital assets of any Borrower or any Subsidiary Guarantor (or, with respect to the Net Cash Proceeds from the sale of any Equity Interests in any Specified Joint Venture, in a vessel (or vessels) that will become a Collateral Vessel (or Collateral Vessels)) within 12 months following the date of such Asset Sale or Casualty Event, as applicable (which Officer’s Certificate shall set forth the estimates of the Net Cash Proceeds to be so expended); provided that, if the property subject to such Asset Sale or Casualty Event constituted Collateral or Equity Interests in a Specified Joint Venture, then all property purchased or otherwise acquired with the Net Cash Proceeds thereof pursuant to this subsection shall be made subject to the First Priority perfected Lien (subject to Permitted Liens or, in the case of any Vessels, Permitted Collateral Vessel Liens) of the applicable Security Documents in favor of the Collateral Agent, for its benefit and for the benefit of the other Secured Parties in accordance with Section 5.10 and the preceding proviso in the case of the sale of any Equity Interests in any Specified Joint Ventures; and (y) if all or any portion of such Net Cash Proceeds is not so reinvested within such 12-month period (or if committed to be reinvested pursuant to a legally binding commitment within such 12-month period and not so reinvested within six months thereafter), such unused portion shall be applied on the last day of such period as a mandatory prepayment as provided in this Section 2.10(b)(vi); and provided, further, that (x) so long as no Default then exists or would result therefrom and (y) if the Net Cash Proceeds of any Asset Sales and/or Casualty Events exceed $10,000,000 in the aggregate, such Net Cash Proceeds shall be deposited in a Deposit Account (a “Reinvestment Proceeds Account”) of the Administrative Borrower with the Administrative Agent (or another Deposit Account Bank reasonably satisfactory to the Administrative Agent) pursuant to a cash collateral arrangement in form and substance reasonably satisfactory to the Administrative Agent (and subject to a Deposit Account Control Agreement) whereby such Net Cash Proceeds shall be disbursed to the Administrative Borrower from time to time as needed to pay actual costs incurred by it or the applicable Subsidiary Guarantor in connection with the replacement or restoration of the respective properties or assets (or, with respect to the Net Cash Proceeds from the sale of any Equity Interests in any Specified Joint Venture, in connection with the reinvestment in or purchase of a Collateral Vessel (or Collateral Vessels)) (pursuant to such certification requirements as may be reasonably established by the Administrative Agent) (it being understood and agreed that at any time while an Event of Default has occurred and is continuing, the Required Lenders may direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Administrative Borrower to, follow said directions) to apply any or all proceeds then on deposit in such Reinvestment Proceeds Account to the repayment of the Secured Obligations).; and provided, further, that (A) so long as no Event of Default shall then exist or would arise therefrom, such Net Cash Proceeds from the Specified Asset Sales and Specified Sale and Leaseback Transaction shall not be required to be so applied on such date to the extent that the Administrative Borrower shall have, within 90 days after the Second Amendment Effective Date, (x) applied such Net Cash Proceeds to consummate the SPV VLCC Transactions and (y) delivered an Officer’s Certificate to the Administrative Agent on or prior to such date stating that such Net Cash Proceeds have been so applied and invested within 90 days following the Second Amendment Effective Date (which Officer’s Certificate shall describe in reasonable detail the Net Cash Proceeds so applied and invested) and (B) if all or any portion of such Net Cash Proceeds are not so used to consummate the SPV VLCC Transactions within such 90 day period, such unused portion shall be applied and/or reinvested as (and to the extent) required or permitted by the immediately preceding proviso (and within the applicable time periods set forth therein).

76

(vii)        Not later than one Business Day following the receipt of any Net Cash Proceeds of any Debt Issuance by any Restricted Party, the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) make prepayments in accordance with Section 2.10(d) in an aggregate principal amount equal to 100% of such Net Cash Proceeds.

(viii)      Upon the incurrence or issuance by any Borrower of any Refinancing Notes or any Specified Refinancing Term Loans, the Borrowers, jointly and severally, shall (subject to Section 2.10(h)) prepay an aggregate principal amount of the applicable Class or Classes of Term Loans that are to be refinanced with the proceeds of such Refinancing Notes or Specified Refinancing Term Loans in accordance with Section2.10(d) in an aggregate principal amount equal to 100% of the Net Cash Proceeds received therefrom.

(c)          [Reserved].

(d)          ApplicationofPrepayments. Prior to any optional prepayment hereunder, the Administrative Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section2.10(e), subject to the provisions of this Section 2.10(d). Any prepayments pursuant to Sections 2.10(b)(v)-(vii) shall be applied (i) first, to prepay principal of outstanding Term Loans and, to the extent so applied, to reduce future scheduled amortization payments required under Section2.09 (including the payment due on the applicable Term Loan Maturity Date) on a pro rata basis among the payments remaining to be made on each Term Loan Repayment Date, and (ii) second, to the extent there are prepayment amounts remaining after the application of such prepayments under preceding clause (i), such excess amounts shall be applied to the prepayment of principal of outstanding Revolving Loans (but without any corresponding reduction in Revolving Commitments (unless an Event of Default then exists, in which case the Revolving Commitments shall be so reduced and the Borrowers shall comply with Sections 2.10(b)(i)-(iv)); provided, however, to the extent that a prepayment is required pursuant to Section2.10(b)(vi) with Net Cash Proceeds from the sale of a Vessel within six months after the Borrowers incurred Revolving Loans to pay all or a portion of the consideration attributable to the purchase of a Collateral Vessel, such Net Cash Proceeds may be applied (x) first, to the prepayment of principal of outstanding Revolving Loans up to the amount so incurred to purchase such Collateral Vessel (without any corresponding reduction in Revolving Commitments unless an Event of Default then exists, as provided in preceding clause (ii)) and (y) thereafter, to prepay the principal of outstanding Loans in accordance with clauses (i) and (ii) above. Any prepayments of Term Loans pursuant to Section 2.10(b)(viii) shall be applied to reduce future scheduled amortization payments required under Section 2.09 (including the payment due on the applicable Term Loan Maturity Date) on a pro rata basis among the payments remaining to be made on each Term Loan Repayment Date. Optional prepayments of Term Loans pursuant to Section 2.10(a) shall be applied to reduce future scheduled amortization payments under Section 2.09 (including the payment due on the applicable Term Loan Maturity Date) in the manner directed by the Administrative Borrower in the respective notice of prepayment or, in the absence of such direction, in direct order of maturity. Amounts to be applied pursuant to this Section 2.10 to the prepayment of Loans of any Class shall be applied first to reduce outstanding ABR Loans of such Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such Class.

77

(e)          Notice of Prepayment. The Administrative Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, on the third Business Day before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing (other than a Swingline Borrowing), not later than 1:00 p.m., New York City time, one Business Day before the date of prepayment, and (iii) in the case of prepayment of a Swingline Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable; provided, that a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities in order to refinance in full all Obligations hereunder, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the Class of Loans being prepaid, the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice (other than a notice relating solely to Swingline Loans), the Administrative Agent shall advise the applicable Lenders of the contents thereof. Such notice to the Lenders may be by electronic communication. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and otherwise in accordance with this Section 2.10. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06.

(f)          Notwithstanding the foregoing provisions of this Section 2.10, (i) in the case of any mandatory prepayment of the Term Loans (other than any mandatory prepayment pursuant to Section 2.10(b)(vii) or (viii)), any Term Lender may waive, by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder, the right to receive its pro rata share of the amount of such mandatory prepayment of its Term Loans, and (ii) if any Term Lender or Term Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Term Lender or Term Lenders may be retained by the Borrowers.

78

(g)          Any (x) prepayment, repayment, refinancing, substitution, conversion or replacement of any Initial Term Loans (other than pursuant to Section 2.09(a), 2.10(b)(v), 2.10(b)(vi) (but in the case of such Section 2.10(b)(vi), only in respect of a Casualty Event) or 2.22), in whole or in part, (y) acceleration in accordance with the Loan Documents of the then outstanding principal amount of Initial Term Loans, and (z) amendment to this Agreement that, directly or indirectly, reduces the Effective Yield applicable to the Initial Term Loans, in each case, occurring on or prior to June 22December 31, 2019, shall be accompanied by the payment by the Borrowers (on a joint and several basis) of (i) in the case of preceding clause (x) or (y), a prepayment premium equal to (A) 2.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted, replaced, converted or accelerated on or prior to the first anniversary of the Closing DateDecember 31, 2018, and (B) 1.00% of the aggregate principal amount of the Initial Term Loans so prepaid, repaid, refinanced, substituted, replaced, converted or accelerated after the first anniversary of the Closing DateDecember 31, 2018, but on or prior to the second anniversary of the Closing DateDecember 31, 2019, and (ii) in the case of preceding clause (z), a fee equal to (A) 2.00% of the aggregate principal amount of the applicable Initial Term Loans so amended on or prior to the first anniversary of the Closing DateDecember 31, 2018, and (B) 1.00% of the aggregate principal amount of the applicable Initial Term Loans so amended after the first anniversary of the Closing DateDecember 31, 2018, but on or prior to the second anniversary of the Closing DateDecember 31, 2019. Any determination by the Administrative Agent as contemplated by clause (z) of the immediately preceding sentence shall be conclusive and binding on the Borrowers and all Lenders, absent manifest error.

(h)          Restrictions on Term Loan Prepayments. Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, (x) if any Revolving Lender has any Revolving Exposure or any other outstanding Revolving Obligations and any Event of Default has occurred and is continuing, no optional prepayment of Term Loans shall be permitted pursuant to this Section2.10 and (y) if any Event of Default has occurred and is continuing at the time any mandatory repayment of Terms Loans is otherwise required to be made pursuant to this Section2.10, then (i) (x) Swingline Loans, and if no Swingline Loans are or remain outstanding, Revolving Loans, and if no Swingline Loans or Revolving Loans are or remain outstanding, LC Exposure, shall first be repaid in full in cash or, in the case of Letters of Credit, Cash Collateralized, as applicable, in the amount otherwise required to be applied to the repayment of Term Loans pursuant to this Section 2.10 in the absence of this clause (h) and (y) if any Event of Default has occurred and is continuing, the Revolving Commitments also shall be permanently reduced by the amount of any required payment pursuant to preceding clause (x) (determined as if Revolving Loans and Swingline Loans were outstanding in such amount) and (ii) after application pursuant to preceding clause (i), any excess portion of such mandatory repayment of Term Loans not so applied shall be applied to the repayment of Term Loans as otherwise required by this Section 2.10 in the absence of this clause (h). If any Lender collects or receives any amounts received on account of the Obligations to which it is not entitled as a result of the application of this Section 2.10(h), such Lender shall hold the same in trust for the Revolving Lenders and shall forthwith deliver the same to the Administrative Agent and/or the Collateral Agent, for the account of the applicable Revolving Lenders, to be applied in accordance with this Section2.10(h). Without limiting the generality of the foregoing, this Section 2.10(h) is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law.

Section 2.11       Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a)          the Administrative Agent determines (which determination shall be final and conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBOR Rate for such Interest Period; or

79

(b)          the Administrative Agent is advised in writing by the Required Lenders that the Adjusted LIBOR Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period; then the Administrative Agent shall give written notice thereof to the Administrative Borrower and the Lenders as promptly as practicable thereafter and, until the Administrative Agent notifies the Administrative Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

Section 2.12        Increased Costs; Change in Legality. (a) If any Change in Law shall:

(i)           impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge, liquidity or similar requirement against property of, deposits with or for the account of, or credit extended by or participated in by, any Lender (except any such reserve requirement reflected in the Adjusted LIBOR Rate) or any Issuing Bank;

(ii)          impose on any Lender or any Issuing Bank or the London interbank market any other condition, cost or expense (other than with respect to Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; or

(iii)         subject any Lender or any Issuing Bank to any Taxes (other than (A) Indemnified Taxes or Other Taxes indemnified pursuant to Section2.15, (B) Taxes described in clauses (b) through (f) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Loans, principal, letters of credit, Commitments or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, such Issuing Bank or such Lender’s or such Issuing Bank’s holding company, if any, of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers will, jointly and severally, pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered; it being understood that this Section 2.12 shall not apply to Taxes that are Indemnified Taxes or Other Taxes indemnified pursuant to Section 2.15.

(b)          If any Lender or any Issuing Bank determines (in good faith, but in its sole absolute discretion) that any Change in Law regarding Capital Requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Commitment of such Lender or the Loans made by such Lender, or participations in Letters of Credit or Swingline Loans held by such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrowers will, jointly and severally, pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company, for any such reduction suffered.

80

(c)          A certificate of a Lender or an Issuing Bank setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.12 shall be delivered to the Administrative Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. The Borrowers, jointly and severally, shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

(d)          Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that (i) the Borrowers shall not be required to compensate a Lender or an Issuing Bank for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor, (ii) if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to indicate the period of retroactive effect thereof and (iii) such increased costs or reductions shall only be payable by the Borrowers to the applicable Lender or the applicable Issuing Bank under this Section2.12 to the extent that such Lender or such Issuing Bank is generally imposing such charges on similarly situated borrowers.

(e)          Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Administrative Borrower and to the Administrative Agent:

(i)         such Lender may declare that Eurodollar Loans will not thereafter (for the duration of such unlawfulness (as determined in good faith by such Lender)) be made by such Lender hereunder (or be continued for additional Interest Periods and ABR Loans will not thereafter (for such duration) be converted into Eurodollar Loans), whereupon any request for a Eurodollar Loan (or to convert an ABR Loan to a Eurodollar Loan or to continue a Eurodollar Loan for an additional Interest Period) shall, as to such Lender only, be deemed a request for an ABR Loan (or a request to continue an ABR Loan as such for an additional Interest Period or to convert a Eurodollar Loan into an ABR Loan, as the case may be), unless such declaration shall be subsequently withdrawn by such Lender by written notice to the Administrative Borrower and to the Administrative Agent; and

(ii)        such Lender may require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans shall be automatically converted to ABR Loans as of the effective date of such notice as provided in Section 2.12(f).

In the event any Lender shall exercise its rights under clause (i) or (ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans.

(f)           For purposes of clause (e) of this Section 2.12, a notice to the Administrative Borrower by any Lender shall be effective as to each Eurodollar Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Administrative Borrower.

81

Section 2.13       Breakage Payments. In the event of (a) the payment or prepayment, whether optional or mandatory, of any principal of any Eurodollar Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (whether or not such notice is permitted to be withdrawn by the Borrowers), or (d) the assignment of any Eurodollar Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by the Administrative Borrower pursuant to Section 2.16, then, in any such event, the Borrowers, jointly and severally, shall compensate each Lender for the loss, cost and expense attributable to such event (including any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurodollar Loans but excluding loss of anticipated profits). Each Lender shall calculate any amount or amounts in good faith and in a commercially reasonable manner. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to the Administrative Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. The Borrowers, jointly and severally, shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof. Notwithstanding the foregoing, this Section 2.13 shall not apply to losses, costs or expenses resulting from Taxes, as to which Section 2.15 shall govern.

Section 2.14       Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) The Borrowers shall make each payment required to be made hereunder or under any other Loan Document (whether of principal, interest, fees or Reimbursement Obligations or of amounts payable under Section 2.12, 2.13 or 2.15, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 520 Madison Avenue, New York, New York, 10022; Attn: Account Manager – International Seaways Operating Corporation, except that payments pursuant to Sections 2.12, 2.13, 2.15 and 11.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in Dollars; provided that, LC Disbursements paid by the Borrowers in respect of Letters of Credit denominated in an Alternative Currency shall be made in such Alternative Currency.

(b)          Subject to Section9.01, if at any time insufficient funds are received by and available to the Administrative Agent to pay in full all amounts of principal, premium, Reimbursement Obligations, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest, premium and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, premium and fees then due to such parties, and (ii) second, towards payment of principal and Reimbursement Obligations then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Reimbursement Obligations then due to such parties.

82

(c)          Other than in connection with a prepayment of the Term Loans pursuant to Section 2.22 or as provided in Section 2.10(b)(viii), if any Lender shall, by exercising any right of setoff or counterclaim (including pursuant to Section 11.08) or otherwise (including by exercise of its rights under the Security Documents), obtain payment in respect of any principal of or premium or interest on any of its Revolving Loans, Term Loans, or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender entitled thereto, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest and premium on their respective Revolving Loans, Term Loans and participations in LC Disbursements and Swingline Loans; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section2.14(c) shall not be construed to apply to (A) any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender (x) as consideration for the assignment of or sale of a participation in any of its Revolving Loans, Term Loans or participations in LC Disbursements or Swingline Loans to any Eligible Assignee or participant, other than to any Company or any Affiliate thereof (as to which the provisions of this Section 2.14(c) shall apply) or (y) in connection with any prepayment of Revolving Loans in accordance with Section 2.21(e). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Legal Requirements, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. If under applicable Insolvency Law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(c) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(c) to share in the benefits of the recovery of such secured claim.

(d)          Unless the Administrative Agent shall have received written notice from the Administrative Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or any Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or such Issuing Bank, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or such Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation.

(e)          If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c), 2.14(d), 2.17(d), 2.18(d), 2.18(e) or 11.03(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

83

Section 2.15       Taxes. (a) Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall be made without setoff, counterclaim or other defense and free and clear of and without deduction, reduction or withholding for any and all Taxes except as required by applicable Legal Requirements. If any amounts on account of Indemnified Taxes are required to be deducted or withheld from such payments, then (i) the sum payable by or on behalf of such Loan Party shall be increased as necessary so that after making all required deductions (including deductions, reductions or withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent, any Lender or any Issuing Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions, reductions or withholdings been made, (ii) the Borrowers shall make such deductions, reductions or withholdings and (iii) the Borrowers, jointly and severally, shall timely pay to the relevant Governmental Authority the full amount deducted or withheld in accordance with applicable Legal Requirements.

(b)          In addition, the Borrowers, jointly and severally, shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Legal Requirements, or at the option of the Administrative Agent reimburse it for payment of any Other Taxes.

(c)          The Borrowers agree, jointly and severally, to indemnify the Administrative Agent, each Lender and each Issuing Bank within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrowers hereunder or under any other Loan Document or any Other Taxes paid by the Administrative Agent or such Lender (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section2.15) and any penalties, interest and expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Administrative Borrower by a Lender or an Issuing Bank (in each case with a copy delivered concurrently to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank shall be conclusive absent manifest error.

(d)          Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.04(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d).

84

(e)          As soon as practicable after any payment of Indemnified Taxes or Other Taxes, and in any event within 30 days following any such payment being due by the Borrowers to a Governmental Authority, the Administrative Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the Tax Return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. If the Borrowers fail to pay any Indemnified Taxes or Other Taxes when due to the appropriate Governmental Authority or fail to remit to the Administrative Agent the required receipts or other documentary evidence, the Borrowers, jointly and severally, shall indemnify the Administrative Agent, each Lender and each Issuing Bank for any incremental Taxes or expenses that may become payable by the Administrative Agent or such Lender or such Issuing Bank, as the case may be, as a result of any such failure.

(f)           Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Loan Document shall deliver to the Administrative Borrower and the Administrative Agent such properly completed and executed documentation and information reasonably requested by the Administrative Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. Without limiting the generality of the foregoing, each Foreign Lender shall, to the extent it is legally able to do so, (i) furnish to the Administrative Borrower and the Administrative Agent on or prior to the date it becomes a party hereto, either (a) two accurate and complete originally executed U.S. Internal Revenue Service Forms W-8BEN or W-8BEN-E, as applicable (or successor form) (claiming the benefits of an applicable tax treaty), (b) two accurate and complete originally executed U.S. Internal Revenue Service Forms W-8ECI (or successor form), together with required attachments, (c) two accurate and complete originally executed U.S. Internal Revenue Service Forms W-8IMY (or successor form), (d) two accurate and complete originally executed U.S. Internal Revenue Service Forms W-8EXP (or successor form) or (e) if such Foreign Lender is relying on the so-called “portfolio interest exemption,” an accurate and complete originally executed “Portfolio Interest Certificate” in the form of Exhibit K and two accurate and complete originally executed U.S. Internal Revenue Service Forms W-8BEN or W-8BEN-E, as applicable (or successor form), in the case of each of the preceding clauses (a) through (e), together with any required schedules or attachments, certifying, in each case, to such Foreign Lender’s legal entitlement to an exemption or reduction from U.S. federal withholding tax with respect to all payments hereunder, (ii) promptly notify the Administrative Borrower and the Administrative Agent if such Foreign Lender no longer qualifies for the exemption or reduction that it previously claimed as a result of change in such Foreign Lender’s circumstances, and (iii) to the extent it may lawfully do so at such times, provide a new Form W-8BEN or W-8BEN-E, as applicable (or successor form), Form W-8ECI (or successor form), Form W-8IMY (or successor form), Form W-8EXP (or successor form) and/or Portfolio Interest Certificate upon the expiration or obsolescence of any previously delivered form, or at any other time upon the reasonable request of the Administrative Borrower or the Administrative Agent, to reconfirm any complete exemption from, or any entitlement to a reduction in, U.S. federal withholding tax with respect to any payment hereunder. Each Lender that is not a Foreign Lender shall (i) furnish to the Administrative Borrower and the Administrative Agent on or prior to the date it becomes a party hereto two accurate and complete originally executed U.S. Internal Revenue Service Form W-9 (or successor form) or otherwise establish an exemption from U.S. backup withholding and (ii) to the extent it may lawfully do so at such times, provide a new Form W-9 (or successor form) upon the expiration or obsolescence of any previously delivered form, or at any other time upon the reasonable request of the Administrative Borrower or the Administrative Agent, to reconfirm its complete exemption from U.S. federal withholding tax with respect to any payment hereunder.

85

(g)          If a payment made to a Lender under any Loan Document may be subject to U.S. federal withholding Tax imposed under FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Administrative Borrower and the Administrative Agent, at the time or times prescribed by law and at such times reasonably requested by the Administrative Borrower and the Administrative Agent, (A) such documentation prescribed by applicable Legal Requirements (including as prescribed by Section 1471(b)(3)(C)(i) of the Code), and (B) such other documentation reasonably requested by the Administrative Borrower and the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment, or notify the Administrative Agent and the Administrative Borrower that such Lender is not in compliance with FATCA. Solely for purposes of this Section 2.15(g), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(h)          If the Administrative Agent or a Lender (or an assignee) determines in its sole discretion that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section2.15, it shall pay over such refund to the Borrowers (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section2.15 with respect to the Indemnified Taxes or the Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender (or assignee) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, however, that if the Administrative Agent or such Lender (or assignee) is required to repay all or a portion of such refund to the relevant Governmental Authority, the Borrowers, upon the request of the Administrative Agent or such Lender (or assignee), shall repay the amount paid over to the Borrowers that is required to be repaid (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender (or assignee) within three Business Days after receipt of written notice that the Administrative Agent or such Lender (or assignee) is required to repay such refund (or a portion thereof) to such Governmental Authority. Nothing contained in this Section2.15(h) shall require the Administrative Agent or any Lender (or assignee) to make available its Tax Returns or any other information which it deems confidential or privileged to the Borrowers or any other person. Notwithstanding anything to the contrary, in no event will the Administrative Agent or any Lender (or assignee) be required to pay any amount to the Borrowers the payment of which would place the Administrative Agent or such Lender (or assignee) in a less favorable net after-tax position than the Administrative Agent or such Lender (or assignee) would have been in if the additional amounts giving rise to such refund or credit of any Indemnified Taxes or Other Taxes had never been paid.

Section 2.16        Mitigation Obligations; Replacement of Lenders.

(a)          Mitigation of Obligations. If any Lender requests compensation under Section 2.12(a) or (b), or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce materially amounts payable pursuant to Section 2.12(a), 2.12(b) or 2.15, as the case may be, in the future, (ii) would not subject such Lender to any unreimbursed cost or expense, (iii) would not require such Lender to take any action inconsistent with its internal policies or legal or regulatory restrictions, and (iv) would not otherwise be disadvantageous to such Lender. The Borrowers, jointly and severally, shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender to the Administrative Agent shall be conclusive absent manifest error.

86

(b)          Replacement of Lenders. In the event (i) any Lender or any Issuing Bank delivers a certificate requesting compensation pursuant to Section2.12(a) or (b), (ii) any Lender or any Issuing Bank delivers a notice described in Section 2.12(e), (iii) the Borrowers are required to pay any additional amount to any Lender or any Issuing Bank or any Governmental Authority on account of any Lender or any Issuing Bank pursuant to Section 2.15, (iv) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrowers that requires the consent of 100% of the Lenders or 100% of all affected Lenders and which, in each case, has been consented to by the Required Lenders or (v) any Lender becomes a Defaulting Lender, the Borrowers may, at their sole expense and effort (including with respect to the processing and recordation fee referred to in Section 11.04(b)), upon notice to such Lender or such Issuing Bank and the Administrative Agent, require such Lender or such Issuing Bank to transfer and assign, without recourse (in accordance with and subject to restrictions contained in Section 11.04; provided that the failure of such assigning Lender to execute an Assignment and Acceptance shall not affect the validity and effect of such assignment), all of its interests, rights and obligations under this Agreement to an Eligible Assignee which shall assume such assigned obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided, that (w) except in the case of clause (iv) above if the effect of such amendment, waiver or other modification of the applicable Loan Document would cure any Default then ongoing, no Default shall have occurred and be continuing, (x) such assignment shall not conflict with any applicable Legal Requirement, (y) the Administrative Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, each Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld or delayed, and (z) the Borrowers or such assignee shall have paid to the affected Lender or the affected 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 such 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 six month anniversary of the Closing DateDecember 31, 2019, 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 such Issuing Bank hereunder (including any amounts under Sections 2.12 and 2.13); provided, further, that, if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s or such Issuing Bank’s claim for compensation under Section 2.13(a) or (b) or notice under Section 2.12(e) or the amounts paid pursuant to Section 2.15, as the case may be, cease to cause such Lender or such Issuing Bank to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.12(e), or cease to result in amounts being payable under Section 2.15, as the case may be (including as a result of any action taken by such Lender or such Issuing Bank pursuant to clause (a) of this Section 2.16), or if such Lender or such Issuing Bank shall waive its right to claim further compensation under Section 2.12(a) or (b) in respect of such circumstances or event or shall withdraw its notice under Section 2.12(e) or shall waive its right to further payments under Section 2.15 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, then such Lender or such Issuing Bank shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender and each Issuing Bank hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender and such Issuing Bank as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s or such Issuing Bank’s interests hereunder in the circumstances contemplated by this Section 2.16(b). After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue any additional Letters of Credit.

87

(c)          Defaulting Lenders. Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then (i) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender,” and the amount of such Defaulting Lender’s Revolving Commitment, Revolving Loans, Term Commitments, Term Loans, Swingline Exposure and LC Exposure shall be excluded for purposes of voting, and the calculation of voting, on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents, except that the amount of such Defaulting Lender’s Revolving Commitment, Revolving Loans, Term Commitments, Term Loans, Swingline Exposure and LC Exposure shall be included for purposes of voting, and the calculation of voting, on the matters set forth in Sections 11.02(b)(i)-(viii) and 11.02(b)(x)-(xii) (including the granting of any consents or waivers) only to the extent that any such matter disproportionately affects such Defaulting Lender; (ii) to the extent permitted by applicable Legal Requirements, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (A) any optional prepayment of the Revolving Loans pursuant to Section 2.10(a) shall, if the Administrative Borrower so directs at the time of making such optional prepayment, be applied to the Revolving Loans of other Revolving Lenders in accordance with Section 2.10 as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero, and (B) any mandatory prepayment of the Revolving Loans pursuant to Section2.10 shall, if the Administrative Borrower so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans and Revolving Exposure of other Revolving Lenders (but not to the Revolving Loans and Revolving Exposure of such Defaulting Lender) in accordance with Section2.10 as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that the Borrowers shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (B); (iii) the amount of such Defaulting Lender’s Revolving Commitment, Revolving Loans and LC Exposure shall be excluded for purposes of calculating the Commitment Fee payable to Revolving Lenders pursuant to Section 2.05(a) in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Commitment Fee pursuant to Section 2.05(a) with respect to such Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; (iv) if any Swingline Exposure or LC Exposure exists at the time a Revolving Lender becomes a Defaulting Lender then: (A) all or any part of such Swingline Exposure and LC Exposure shall be reallocated among the Revolving Lenders that are not Defaulting Lenders in accordance with their respective Revolving Commitments but, in any case, only to the extent the sum of the Revolving Exposures of all Revolving Lenders that are not Defaulting Lenders does not exceed the total of the Revolving Commitments of all Revolving Lenders that are not Defaulting Lenders; (B) if the reallocation described in clause (A) above cannot, or can only partially, be effected (as reasonably determined by the Administrative Agent), the Borrowers, jointly and severally, shall within one Business Day following notice by the Administrative Agent (x) prepay such Swingline Exposure of such Defaulting Lender and (y) Cash Collateralize such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (A) above) in accordance with the procedures set forth in Section 2.18(i) for so long as such LC Exposure is outstanding; (C) if the Borrowers Cash Collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to this clause (iv), the Borrowers shall not be required to pay any LC Participation Fee to such Defaulting Lender pursuant to Section 2.05(c) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is Cash Collateralized; (D) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this clause (iv), then the fees payable to the Revolving Lenders pursuant to Section 2.05 shall be adjusted in accordance with such non-Defaulting Lenders’ reallocated LC Exposure; and (E) if any Defaulting Lender’s LC Exposure is neither Cash Collateralized nor reallocated pursuant to this clause (iv), then, without prejudice to any rights or remedies of any Issuing Bank or any Lender hereunder, all Commitment Fees that otherwise would have been payable to such Defaulting Lender (solely with respect to the portion of such Defaulting Lender’s Revolving Commitment that was utilized by such LC Exposure) and LC Participation Fee payable under Section 2.05 with respect to such Defaulting Lender’s LC Exposure shall be payable to each applicable Issuing Bank until such LC Exposure is Cash Collateralized and/or reallocated; (v) the Revolving Exposure of all Lenders as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender; and (vi) so long as any Revolving Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and no Issuing Bank shall be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with clause (iv) of this Section 2.16(c), and participating interests in any such newly issued or increased Letter of Credit or newly made Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with clause (iv)(A) of this Section 2.16(c) (and Defaulting Lenders shall not participate therein). In the event that each of the Administrative Agent, the Borrowers, the Issuing Banks and the Swingline Lender agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure, LC Exposure and Revolving Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Commitment and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans in accordance with its Revolving Commitment.

88

For purposes of this Agreement, (i) “Funding Default” shall mean, with respect to any Defaulting Lender, the occurrence of any of the events set forth in the definition of “Defaulting Lender,” (ii) “Default Period” shall mean, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and ending on the earliest of the following dates: (a) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable; (b) with respect any Funding Default (other than any such Funding Default arising pursuant to clause (e) of the definition of “Defaulting Lender”), the date on which (1) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Revolving Loan of such Defaulting Lender (such Revolving Loans being “Defaulted Loans”) or by the non-pro rata application of any optional or mandatory prepayments of the Revolving Loans in accordance with the terms hereof or any combination thereof) and (2) such Defaulting Lender shall have delivered to the Administrative Borrower and the Administrative Agent a written reaffirmation of its intention to honor its obligations under this Agreement with respect to its Revolving Commitment; and (c) the date on which the Administrative Borrower (on behalf of the Borrowers), the Administrative Agent and the Required Lenders waive all Funding Defaults of such Defaulting Lender in writing, and (iii) “Default Excess” shall mean, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Percentage of the aggregate outstanding principal amount of Revolving Loans of all Revolving Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of Revolving Loans of such Defaulting Lender.

No amount of the Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in Section 2.16(c), performance by the Borrowers of their obligations under this Agreement and the other Loan Documents shall not be excused or otherwise modified, as a result of any Funding Default or the operation of Section 2.16(c). The rights and remedies against a Defaulting Lender under Section2.16(c) are in addition to other rights and remedies that the Borrowers may have against such Defaulting Lender with respect to any Funding Default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Funding Default.

89

Section 2.17        Swingline Loans

(a)          Swingline Commitment. Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers (on a joint and several basis) from time to time on any Business Day after the Closing Date and during the Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (and upon each such Borrowing of Swingline Loans, each Borrower shall be deemed to represent and warrant that such Borrowing will not result in) (i) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, or (ii) the Total Revolving Exposure exceeding the Total Revolving Commitments at such time; provided, that the Swingline Lender shall not be required to make a Swingline Loan to refinance, in whole or in part, any outstanding Swingline Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, repay and reborrow Swingline Loans.

(b)          Swingline Loans. To request a Swingline Loan, the Administrative Borrower shall deliver, by hand delivery, email through a “pdf” copy or telecopier, or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Borrowing Request to the Administrative Agent and the Swingline Lender, not later than 1:00 p.m., New York City time, on the Business Day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan, the location and number of the respective Borrower’s account to which the funds are to be disbursed (which shall comply with the requirements of Section 2.02(c)), and that the conditions set forth in Sections 4.02(b) and (c)) are satisfied as of the date of the notice. Each Swingline Loan shall be (and shall be maintained as) an ABR Loan. The Swingline Lender shall make each Swingline Loan available to the Borrowers by means of a credit to the general deposit account of the Administrative Borrower with the Swingline Lender, if any, or otherwise remitted to an account (which shall comply with the requirements of Section2.02(c)) as directed by the Administrative Borrower in the applicable Borrowing Request (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.18(e), by remittance to the respective Issuing Bank). The Swingline Lender shall endeavor to fund each Swingline Loan by 3:00 p.m., New York City time and shall in all events fund each Swingline Loan by no later than 4:00 p.m., New York City time, on the requested date of such Swingline Loan. Swingline Loans shall be made in minimum amounts of $100,000 and integral multiples of $100,000 above such amount.

(c)          Prepayment. The Borrowers shall have the right at any time and from time to time to repay any Swingline Loan, in whole or in part, upon the Administrative Borrower giving written notice to the Swingline Lender and the Administrative Agent before 2:00 p.m., New York City time, on the proposed date of repayment.

90

(d)          Participations. The Swingline Lender (i) may at any time in its discretion and (ii) as directed by the Administrative Agent from time to time on not less than one Business Day’s written notice to the Swingline Lender shall, by written notice given to the Administrative Agent (provided such notice requirements shall not apply if the Swingline Lender and the Administrative Agent are the same entity) not later than 12:00 p.m., New York City time, on the Business Day immediately following such notice, require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans then outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Pro Rata Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this Section 2.17(d) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or a reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (so long as such payment shall not cause such Revolving Lender’s Revolving Exposure to exceed such Revolving Lender’s Revolving Commitment). Each Revolving Lender shall comply with its obligation under this Section 2.17(d) by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Revolving Loans made by such Revolving Lender (and Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Administrative Borrower of any participations in any Swingline Loan acquired by the Revolving Lenders pursuant to this Section2.17(d), and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other party on behalf of the Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent. Any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this Section2.17(d), as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this Section 2.17(d) shall not relieve the Borrowers of any default in the payment thereof. Subject to Sections 2.10(c), 2.14(b) and 9.01, the Administrative Agent may apply payments on Revolving Loans to Swingline Loans, regardless of any designation by the Borrowers to the contrary. The provisions of this Section 2.17(d) are solely for the benefit of the Swingline Lender and the other Lenders, and none of the Loan Parties may rely on this Section 2.17(d) or have any standing to enforce its terms.

(e)          Resignation or Removal of the Swingline Lender. The Swingline Lender may resign as Swingline Lender hereunder at any time upon at least 30 days’ prior written notice to the Lenders, the Administrative Agent and the Administrative Borrower. Following such notice of resignation from the Swingline Lender, the Swingline Lender may be replaced at any time by written agreement among the Administrative Borrower (with the Administrative Borrower’s agreement not to be unreasonably withheld, delayed or conditioned), the Administrative Agent and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swingline Lender. At the time any such resignation or replacement shall become effective, the Borrowers, jointly and severally, shall repay the outstanding principal amount of all Swingline Loans and shall pay all interest and unpaid fees accrued for the account of the replaced Swingline Lender. From and after the effective date of any such resignation or replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the Swingline Lender under this Agreement with respect to Swingline Loans to be made by it thereafter and (ii) references herein and in the other Loan Documents to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the resignation or replacement of the Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of the Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such resignation or replacement, but shall not be required to make additional Swingline Loans. Notwithstanding anything to the contrary in this Section 2.17(e) or otherwise, the Swingline Lender may not resign until such time as a successor Swingline Lender has been appointed.

91

Section 2.18       Letters of Credit.

(a)          General. Subject to the terms and conditions set forth herein, the Administrative Borrower may request an Issuing Bank, and each Issuing Bank agrees, to issue Letters of Credit for the Administrative Borrower’s account or the account of the Co-Borrower or another Wholly Owned Restricted Subsidiary of the Administrative Borrower, in each case to support payment and performance obligations incurred in the ordinary course of business by the Administrative Borrower and its Wholly Owned Restricted Subsidiaries (other than obligations in respect of any Restricted Indebtedness or Equity Interests) in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the Revolving Availability Period (provided, that each Borrower shall be a co-applicant, and shall be jointly and severally liable with respect to each Letter of Credit issued for the account of any Borrower or another Wholly Owned Restricted Subsidiary of the Administrative Borrower). No Issuing Bank shall have any obligation to issue, and the Administrative Borrower shall not request the issuance of, any Letter of Credit at any time if after giving effect to such issuance, (i) the Dollar Amount of the LC Exposure would exceed the LC Commitment, (ii) the Total Revolving Exposure would exceed the Total Revolving Commitments at such time, or (iii) the expiry date of the proposed Letter of Credit is, subject to Section 2.18(c), on or after the close of business on the Letter of Credit Expiration Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Administrative Borrower to, or entered into by the Administrative Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Each Letter of Credit shall be denominated in Dollars or in an Alternative Currency.

(b)          RequestforIssuance,Amendment,Renewal,Extension;CertainConditions. To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, the Administrative Borrower shall deliver by hand, email through a “pdf” copy or telecopies, or facsimile transmission (or transmit by other electronic communication if arrangements for doing so have been approved in writing by the respective Issuing Bank) an LC Request to the respective Issuing Bank and the Administrative Agent not later than 11:00 a.m., New York City time, on the fifth Business Day preceding the requested date of issuance, amendment, renewal or extension (or such later date and time as is acceptable to the respective Issuing Bank).

A request for an initial issuance of a Letter of Credit shall specify in form and detail reasonably satisfactory to the respective Issuing Bank:

(i)         the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); Currency) thereof;

(ii)        the face amount and currency (which must be Dollars or an Alternative

(iii)       the expiry date thereof (which shall not be, subject to Section 2.18(c), later than the close of business on the Letter of Credit Expiration Date);

(iv)       the name and address of the beneficiary thereof;

(v)        whether the Letter of Credit is to be issued for the Administrative Borrower’s own account or for the account of the Co-Borrower or another Wholly Owned Restricted Subsidiary of the Administrative Borrower (provided, that each Borrower shall be a co-applicant, and be jointly and severally liable, with respect to each Letter of Credit issued for the account of any Borrower or a Wholly Owned Restricted Subsidiary of the Administrative Borrower);

(vi)       the documents to be presented by such beneficiary in connection with any drawing thereunder;

92

(vii)      the full text of any certificate to be presented by such beneficiary in connection with any drawing thereunder; and

(viii)     such other matters as the respective Issuing Bank may reasonably require.

A request for an amendment, renewal or extension of any outstanding Letter of Credit shall specify in form and detail reasonably satisfactory to the respective Issuing Bank:

(i)         the Letter of Credit to be amended, renewed or extended;

(ii)        the proposed date of amendment, renewal or extension thereof (which shall be a Business Day);

(iii)       the nature of the proposed amendment, renewal or extension;

(iv)       the expiry date thereof (which shall not be, subject to Section 2.18(c), later than the close of business on the Letter of Credit Expiration Date); and

(v)        such other matters as the respective Issuing Bank may reasonably require.

If requested by an Issuing Bank, the Administrative Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit; provided that the provisions of this Section 2.18 shall apply in respect of all such applications. A Letter of Credit shall be issued, amended, renewed or extended only if (and, upon issuance, amendment, renewal or extension of each Letter of Credit, the Administrative Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension, (i) the Dollar Amount of the LC Exposure shall not exceed the LC Commitment, (ii) the Total Revolving Exposure shall not exceed the Total Revolving Commitments at such time, and (iii) the conditions set forth in Article IV in respect of such issuance, amendment, renewal or extension shall have been satisfied. Unless an Issuing Bank shall agree otherwise, no Letter of Credit shall be in an initial amount less than the Dollar Amount of $50,000.

(c)          Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date which is one year after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the Letter of Credit Expiration Date; provided, that this Section2.18(c) shall not prevent an Issuing Bank from agreeing that a Letter of Credit (x) will, upon the request of the Administrative Borrower, automatically be extended for one or more successive periods not to exceed one year each (and, in any case, not to extend beyond the Letter of Credit Expiration Date) unless such Issuing Bank elects not to extend for any such additional period or (y) may have an expiry date beyond the Letter of Credit Expiration Date so long as the requested Letter of Credit has been Cash Collateralized by the Borrowers in accordance with Section 2.18(i) at least five Business Days prior to the Letter of Credit Expiration Date.

93

(d)          Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, such Issuing Bank hereby irrevocably grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to the Dollar Amount of such Revolving Lender’s Pro Rata Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, the Dollar Amount of such Revolving Lender’s Pro Rata Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrowers on the date due as provided in Section 2.18(e), or of any reimbursement payment required to be refunded to the Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section2.18(d) in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (so long as such payment shall not cause the Dollar Amount of such Revolving Lender’s Revolving Exposure to exceed such Revolving Lender’s Revolving Commitment).

(e)          Reimbursement. (i) If any Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers, jointly and severally, shall reimburse such LC Disbursement by paying to such Issuing Bank an amount equal to the amount of such LC Disbursement (and in the same currency in which such LC Disbursement was made or, at the option of such Issuing Bank in the case of an LC Disbursement in respect of a Letter of Credit denominated in an Alternative Currency, in the Dollar Amount thereof) not later than 1:00 p.m., New York City time, on the date that such LC Disbursement is made if the Administrative Borrower shall have received notice of such LC Disbursement prior to 1:00 p.m., New York City time, on such date, or, if such notice has not been received by the Administrative Borrower prior to such time on such date, then not later than 1:00 p.m., New York City time, on the Business Day immediately following the day that the Administrative Borrower receives such notice; provided, that the Administrative Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with ABR Revolving Loans in an equivalent Dollar Amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Loans.

(ii)       If the Borrowers fail to make such payment when due, or if the amount is not financed pursuant to the proviso to Section2.18(e)(i), the applicable Issuing Bank shall notify the Administrative Agent and the Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect thereof and the Dollar Amount of such Revolving Lender’s Pro Rata Percentage thereof. Each Revolving Lender shall pay by wire transfer of immediately available funds to the Administrative Agent not later than 1:00 p.m., New York City time, on such date (or, if such Revolving Lender shall have received such notice later than 1:00 p.m., New York City time, on any day, not later than 1:00 p.m., New York City time, on the immediately following Business Day), an amount equal to the Dollar Amount of such Revolving Lender’s Pro Rata Percentage of the unreimbursed LC Disbursement in the same manner as provided in Section 2.02(c) with respect to Revolving Loans made by such Revolving Lender, and the Administrative Agent will promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. The Administrative Agent will promptly pay to the applicable Issuing Bank any amounts received by it from the Borrowers pursuant to clause (i) of this Section 2.18(e) prior to the time that any Revolving Lender makes any payment pursuant to the preceding sentence and any such amounts received by the Administrative Agent from the Borrowers thereafter will be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made such payments and to such Issuing Bank, as appropriate.

94

(iii)       If any Revolving Lender shall not have made the Dollar Amount of its Pro Rata Percentage of such LC Disbursement available to the Administrative Agent as provided above, each of the Borrowers (on a joint and several basis) and such Revolving Lender severally agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with the foregoing to but excluding the date such amount is paid, to the Administrative Agent for the account of the applicable Issuing Bank at (i) in the case of the Borrowers, the interest rate applicable to ABR Revolving Loans; provided, that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to clause (i) of this Section 2.18(e), then the Default Rate shall apply and (ii) in the case of such Revolving Lender, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation.

(f)           Obligations Absolute. The Reimbursement Obligations of the Borrowers as provided in Section2.18(e) shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein; (ii) any draft or other document presented under a Letter of Credit being proved to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iii) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or other document that fails to comply with the terms of such Letter of Credit; (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.18, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of any Borrower hereunder; (v) the fact that a Default shall have occurred and be continuing; (vi) any material adverse change in the condition (financial or otherwise), results of operations, assets, liabilities (contingent or otherwise), material agreements, properties, solvency, business, management, prospects or value of any Company; or (vii) any other fact, circumstance or event whatsoever. None of the Agents, the Lenders, the Issuing Banks or any of their respective Affiliates shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the applicable Issuing Bank; provided, that the foregoing shall not be construed to excuse any Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential, exemplary, special, punitive or other indirect damages, claims in respect of which are hereby waived by each Borrower to the extent permitted by applicable Legal Requirements) suffered by the Borrowers that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Bank (as determined by a court of competent jurisdiction in a final non-appealable decision) with respect to such a determination, such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, such Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

95

(g)          Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Bank shall promptly give written notice to the Administrative Agent and the Administrative Borrower of such demand for payment (and the amount thereof stated in the applicable currency) and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided, that any failure to give or delay in giving such notice shall not relieve the Borrowers of their joint and several Reimbursement Obligations to such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement (other than with respect to the timing of such Reimbursement Obligation set forth in Section 2.18(e)).

(h)          Interim Interest. If any Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the Dollar Amount of the unpaid amount thereof shall bear interest payable on demand, for each day from and including the date such LC Disbursement is paid or disbursed to but excluding the date such Issuing Bank was reimbursed by the Borrowers therefor at a rate per annum equal to the Alternate Base Rate as in effect from time to time plus the Applicable Margin for ABR Revolving Loans; provided, however, to the extent such amounts are not reimbursed prior to 1:00 p.m., New York City time, on the third Business Day following such payment or disbursement or following the occurrence of a Default or an Event of Default under Section 8.01(g) or (h), interest shall thereafter accrue on the Dollar Amount of the amounts so paid or disbursed by such Issuing Bank (and until reimbursed by the Borrowers) at a rate per annum equal to the Default Rate. Interest accrued pursuant to this Section2.18(h) shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.18(e) to reimburse such Issuing Bank shall be for the account of such Revolving Lender to the extent of such payment.

(i)           Cash Collateralization. If (x) any Event of Default shall occur and be continuing, on the Business Day that the Administrative Borrower receives notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this Section2.18(i) or (y) if any other event occurs or condition exists requiring the Borrowers to Cash Collateralize Letters of Credit, the Borrowers, jointly and severally, shall deposit in the LC Sub-Account, in the name of the Collateral Agent and for the benefit of the Secured Parties, an amount in cash equal to 103% of the Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided, that the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (g) or (h) of Section 8.01. Funds in the LC Sub-Account shall be applied by the Collateral Agent to reimburse each Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of outstanding Reimbursement Obligations or, if the maturity of the Loans has been accelerated, be applied to satisfy other Secured Obligations of the Borrowers in accordance with ArticleIX. If the Borrowers are required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount plus any accrued interest with respect to such amounts (to the extent not applied as aforesaid) shall, in accordance with ArticleIX, be returned to the Administrative Borrower within 10 Business Days after all Events of Default have been cured or waived. To secure the LC Exposure and the other Secured Obligations, the Borrowers and Subsidiary Guarantors hereby grant a security interest to the Collateral Agent in any cash collateral deposited with the Collateral Agent, including the LC Sub-Account.

(j)          Additional Issuing Banks. The Administrative Borrower may, at any time and from time to time, designate one or more additional Revolving Lenders to act as an issuing bank under the terms of this Agreement, with the written consent of each of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), each then existing Issuing Bank (which consent shall not be unreasonably withheld or delayed) and such Revolving Lender(s). Any Revolving Lender designated as an issuing bank pursuant to this Section 2.18(j) shall be deemed (in addition to being a Revolving Lender) to be the Issuing Bank with respect to Letters of Credit issued or to be issued by such Revolving Lender, and all references herein and in the other Loan Documents to the term “Issuing Bank” shall, with respect to such Letters of Credit, be deemed to refer to such Lender in its capacity as Issuing Bank, as the context shall require.

96

(k)          Resignation and Replacement of an Issuing Bank. An Issuing Bank may resign as Issuing Bank hereunder at any time upon at least 30 days’ prior written notice to the Lenders, the Administrative Agent and the Administrative Borrower. Following such resignation, such Issuing Bank may be replaced at any time by written agreement among the Administrative Borrower, the Administrative Agent and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank or any such additional Issuing Bank. At the time any such resignation or replacement shall become effective, the Borrowers, jointly and severally, shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section2.05(c). From and after the effective date of any such resignation or replacement or addition, as applicable, (i) the successor or additional Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein and in the other Loan Documents to the term “Issuing Bank” shall be deemed to refer to such successor or such additional or to any previous Issuing Bank, or to such successor or such additional and all previous Issuing Banks, as the context shall require. After the resignation or replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such resignation or replacement, but shall not be required to issue additional Letters of Credit. If at any time there is more than one Issuing Bank hereunder, the Administrative Borrower may, in its discretion, select which Issuing Bank is to issue any particular Letter of Credit.

(l)           Other. No Issuing Bank shall be under any obligation to issue (or increase or extend or otherwise amend) any Letter of Credit if:

(i)         any Order of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Legal Requirement applicable to such Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve, liquidity or Capital Requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and, in each case, which such Issuing Bank deems material to it; or

(ii)        the issuance of such Letter of Credit would violate one or more policies of general application of such Issuing Bank.

No Issuing Bank shall be under any obligation to amend any Letter of Credit if (A) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(m)         Currency Equivalents. The Administrative Agent shall determine the Dollar Amount of each Letter of Credit denominated in an Alternative Currency and any Reimbursement Obligation in respect thereof (i) as of the day of any issuance of a Letter of Credit, (ii) as of the day of any increase in the amount of any Letter of Credit, (iii) as of the day of any drawing thereunder, (iv) as of the end of each month of the Administrative Borrower and (v) as of any other day as any Issuing Bank may reasonably require, and shall promptly notify the Administrative Borrower and the Revolving Lenders of each Dollar Amount so determined by it. Each such determination shall be based on the Exchange Rate (w) on the date of the related LC Request for purposes of the initial such determination for any Letter of Credit or any increase in the amount thereof, (x) as of the date of any drawing under any such Letter of Credit, (y) on the fourth Business Day prior to the date as of which such Dollar Amount is to be determined and (z) as of such other date as any Issuing Bank may reasonably require, for purposes of any subsequent determination (any such date pursuant to clause (w), (x), (y) or (z) an “Exchange Rate Reset Date”).

97

Section 2.19        Nature of Obligations.

(a)          Notwithstanding anything to the contrary contained elsewhere in this Agreement or any other Loan Document, it is understood and agreed by the various parties to this Agreement that all Obligations to repay principal of, interest on, and all other amounts with respect to, all Loans, Letters of Credit and all other Obligations pursuant to this Agreement and each other Loan Document (including all fees, indemnities, taxes and other Obligations in connection therewith or in connection with the related Revolving Commitments) shall constitute the joint and several obligations of each of the Borrowers. The Borrowers shall be jointly and severally liable for all Obligations regardless of which Borrower actually receives the proceeds of any Loan or the benefit of any Letter of Credit. In addition to the direct (and joint and several) obligations of the Borrowers with respect to Obligations as described above, all such Obligations shall be guaranteed pursuant to, and in accordance with the terms of, the Guarantees.

(b)          The obligations of each Borrower with respect to the Obligations are independent of one another and of the obligations of the Guarantors under the Guarantees of such Obligations, and a separate action or actions may be brought and prosecuted against each Borrower and each Guarantor (in its capacity as a Guarantor), whether or not any other Borrower or Guarantor is joined in any such action or actions. Each Borrower waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by any Borrower or other circumstance which operates to toll any statute of limitations as to any Borrower shall, to the fullest extent permitted by law, operate to toll the statute of limitations as to each Borrower.

(c)          Each of the Borrowers authorizes the Administrative Agent, the Collateral Agent, the Issuing Banks and the Lenders without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to, to the maximum extent permitted by applicable law and the Loan Documents:

(i)         exercise or refrain from exercising rights against the other Borrower or any Guarantor or others or otherwise act or refrain from acting;

(ii)        release or substitute the other Borrower, endorsers, Guarantors or other obligors;

(iii)       settle or compromise any of the Obligations of the other Borrower or any other Loan Party, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower to its creditors other than the Lenders;

(iv)       apply any sums paid by the other Borrower or any other person, howsoever realized to any liability or liabilities of such other Borrower or other person regardless of what liability or liabilities of such other Borrower or other person remain unpaid; and/or

98

(v)        consent to or waive any breach of, or act, omission or default under, this Agreement or any of the instruments or agreements referred to herein, or otherwise, by the other Borrower or any other person.

(d)          It is not necessary for the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender to inquire into the capacity or powers of any Borrower or any of its Subsidiaries or the officers, directors, members, partners or agents acting or purporting to act on its behalf, and any Obligations made or created in reliance upon the professed exercise of such powers shall constitute the joint and several obligations of the respective Borrowers hereunder.

(e)          No Borrower shall exercise any rights of contribution or subrogation with respect to any other Borrower as a result of payments made by it hereunder at any time that an Event of Default exists and is continuing (or would result therefrom). This clause (e) is intended only to define the relative rights of the Borrowers, and nothing set forth in this clause (e) is intended or shall impair the joint and several obligations of each Borrower to pay the Obligations as and when the same shall become due and payable in accordance with the terms hereof.

(f)          Each Borrower waives any right to require the Administrative Agent, the Collateral Agent, the Issuing Banks or the Lenders to (a) proceed against the other Borrower, any Guarantor or any other party, (b) proceed against or exhaust any security held from either Borrower, any Guarantor or any other party or (c) pursue any other remedy in the Administrative Agent’s, the Collateral Agent’s, the Issuing Banks’ or Lenders’ power whatsoever. Each Borrower waives any defense based on or arising out of suretyship or any impairment of security held from any Borrower, any Guarantor or any other party or on or arising out of any defense of the other Borrower, any Guarantor or any other party other than payment in full in cash of the Obligations, including any defense based on or arising out of the disability of any other Borrower, any Guarantor or any other party, or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Borrower, in each case other than as a result of the payment in full in cash of the Obligations.

99

Section 2.20        Extensions of Term Loans and Revolving Commitments.

(a)          Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “Extension Request”) made from time to time by the Borrowers to all Lenders of Term Loans with a like Maturity Date or Revolving Commitments with a like Maturity Date, in each case on a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans or Revolving Commitments with a like Maturity Date, as the case may be) and on the same terms to each such Lender, the Borrowers are hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Request to extend the Maturity Date of each such Lender’s Term Loans and/or Revolving Commitments and otherwise modify the terms of such Term Loans and/or Revolving Commitments pursuant to the terms of the relevant Extension Request (including by increasing the interest rate or fees payable in respect of such Term Loans and/or Revolving Commitments (and related outstandings) and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an “Extension”, and each group of Term Loans or Revolving Commitments (and related outstandings), as applicable, in each case as so extended, as well as the original Term Loans and the original Revolving Commitments (and related outstandings) (in each case not so extended), being a “Class”; any Extended Term Loans shall constitute a separate Class of Term Loans from the Class of Term Loans from which they were converted and any Extended Revolving Commitments shall constitute a separate Class of Revolving Commitments from the Class of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date of the Revolving Commitment, any other covenants and provisions (which shall be determined by the Borrowers and the relevant Revolving Lenders and set forth in the relevant Extension Request), the Revolving Commitment of any Revolving Lender extended pursuant to an Extension (an “Extended Revolving Commitment”, such Revolving Lender, an “Extending Revolving Lender”, and the Revolving Loans thereunder, “Extended Revolving Loans”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with such other terms substantially identical to, or taken as a whole, no more favorable to the Extending Revolving Lenders, as the original Revolving Commitments (and related outstandings); provided that (1) the borrowing and repayment (except (A) for payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings), (B) for repayments required upon the maturity date of the non-extending Revolving Commitments) of Revolving Loans with respect to Extended Revolving Commitments after the applicable Extension date, and (C) as otherwise provided in Section 2.23 with respect to Specified Refinancing Revolving Commitments that are unsecured or secured on a junior basis shall be made on a pro rata basis with all other Revolving Commitments, (2) to the extent dealing with Letters of Credit and Swingline Loans which mature or expire after a Maturity Date when there exist Extended Revolving Commitments with a longer Maturity Date, all Swingline Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders with Revolving Commitments in accordance with their percentage of the Revolving Commitments (without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued, although the respective Extension Amendment may contain technical changes related to the borrowing, replacement Letter of Credit and Swingline Loan procedures of the Revolving Commitments in respect of which the Extended Revolving Commitments were extended), (3) the permanent repayment of Revolving Loans with respect to, and termination of, Extended Revolving Commitments after the applicable Extension date shall be made on a pro rata basis with all other Revolving Commitments, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any Revolving Facility on a better than pro rata basis as compared to any other Revolving Facility with a later Maturity Date (x) if agreed to by the Revolving Lenders in respect of such Revolving Facility with a later Maturity Date in the respective Extension Amendment or (y) if such Extended Revolving Commitments are unsecured or secured on a junior basis, (4) assignments and participations of Extended Revolving Commitments shall be governed by the same assignment and participation provisions applicable to Revolving Commitments (and related outstandings) and (5) at no time shall there be Revolving Commitments hereunder (including Extended Revolving Commitments, Specified Refinancing Revolving Commitments and any original Revolving Commitments) which have more than three different Revolving Maturity Dates; (ii) except as to interest rates, fees, amortization, final maturity date, optional prepayments, premium, required prepayment dates and participation in prepayments (which shall, subject to immediately succeeding clauses (iii), (iv) and (vi), be determined by the Borrowers and the Extending Term Lenders and set forth in the relevant Extension Request), the Term Loans of any Lender that agrees to an Extension with respect to such Term Loans (an “Extending Term Lender” and, collectively with the applicable Extending Revolving Lender, the “Extending Lenders”) extended pursuant to any Extension (“Extended Term Loans”) shall be substantially identical to, or (taken as a whole) no more favorable to the Extending Term Lenders than those applicable to the Term Loans subject to such Extension Request (except for covenants or other provisions applicable only to periods after the then Latest Maturity Date), (iii) the final maturity date of any Extended Term Loans shall be no earlier than the then Latest Maturity Date, (iv) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans extended thereby, (v) the Extended Term Loans and the Extended Revolving Commitments shall not be (A) secured by any Lien on any asset other than the Collateral and (B) guaranteed by any person other than the Guarantors, (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any optional or mandatory repayments or prepayments hereunder, in each case as specified in the respective Extension Request, (vii) if the aggregate principal amount of Term Loans (calculated on the face amount thereof) or Revolving Commitments, as the case may be, in respect of which Term Lenders or Revolving Lenders, as the case may be, shall have accepted the relevant Extension Request shall exceed the maximum aggregate principal amount of Term Loans or Revolving Commitments, as the case may be, offered to be extended by the Borrowers pursuant to such Extension Request, then the Term Loans or Revolving Commitments, as the case may be, of such Term Lenders or Revolving Lenders, as the case may be, shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Term Lenders or Revolving Lenders, as the case may be, have accepted such Extension Request (subject to rounding required by the Administrative Agent) and (viii) all documentation in respect of such Extension shall be consistent with the foregoing. No Lender shall have any obligation to agree to have any of its Term Loans or Revolving Commitments extended pursuant to an Extension Request.

100

(b)          With respect to all Extensions consummated by the Borrowers pursuant to this Section 2.20, (i) such Extensions shall not constitute optional or mandatory payments or prepayments for purposes of Section 2.10 and (ii) no Extension Request is required to be in any minimum amount or any minimum increment. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.20 (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving Commitments, as the case may be, on such terms as may be set forth in the relevant Extension Request) and hereby waive the requirements of any provision of this Agreement (including Sections 2.10 and 2.14(a)) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.20.

(c)          The Administrative Borrower shall provide the applicable Extension Request at least 15 Business Days (or such shorter period as the Administrative Agent may determine in its sole discretion) prior to the date on which Lenders under the applicable Class of Term Loans or Revolving Commitments are requested to respond, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably, to accomplish the purpose of this Section 2.20. Any Extending Lender wishing to have all or a portion of its Term Loans or Revolving Commitments subject to such Extension Request converted into Extended Term Loans or Extended Revolving Commitments, as applicable, shall notify the Administrative Agent (an “Extension Election”) on or prior to the date specified in such Extension Request of the amount of its existing Term Loans or Revolving Commitments subject to such Extension Request that it has elected to convert into Extended Term Loans or Extended Revolving Commitments, as applicable (subject to any minimum denomination requirements imposed by the Administrative Agent and proration as provided in clause (vii) of Section 2.20(a)).

(d)          Extended Term Loans and Extended Revolving Commitments, as applicable, shall be established pursuant to an amendment (an “Extension Amendment”) to this Agreement and, if reasonably requested by the Administrative Agent, the other Loan Documents (which, except to the extent expressly contemplated by the penultimate sentence of this Section2.20(d) and notwithstanding anything to the contrary set forth in Section 11.02, shall not require the consent of any Lender other than the Extending Lenders with respect to the Extended Term Loans or Extended Revolving Commitments, as applicable, established thereby) executed by the Loan Parties, the Administrative Agent and the respective Extending Lenders. In addition to any terms and changes required or permitted by Section 2.20(a), each Extension Amendment may amend this Agreement to ensure ratable participation in Letters of Credit and Swingline Loans by Extended Revolving Commitments. It is understood and agreed that each Lender hereunder has consented, and shall at the effective time thereof be deemed to consent, to each amendment to this Agreement and the other Loan Documents authorized by this Section 2.20 and the arrangements described above in connection therewith.

101

In connection with any Extension Amendment, the Borrowers shall deliver an opinion of counsel reasonably acceptable to the Administrative Agent (i) as to the enforceability of such Extension Amendment, this Agreement as amended thereby, and such of the other Loan Documents (if any) as may be amended thereby (in the case of such other Loan Documents as contemplated by the immediately preceding sentence) and (ii) covering such other matters as the Administrative Agent may reasonably request in connection therewith.

(e)          In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans or Extended Revolving Commitments to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of an Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Administrative Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Extension Amendment”) within 15 days following the effective date of such Extension Amendment, as the case may be, which Corrective Extension Amendment shall (i) provide for the conversion and extension of Revolving Commitments (and related Revolving Exposure) or Term Loans, as the case may be, in such amount as is required to cause such Lender to hold Extended Revolving Commitments (and related Revolving Exposure) or Extended Term Loans, as the case may be, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Term Loans or Revolving Commitments to which it was entitled under the terms of such Extension Amendment, in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Administrative Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section2.20(d)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the penultimate sentence of Section 2.20(d).

(f)           No exchange or conversion of Term Loans or Revolving Commitments pursuant to any Extension Amendment in accordance with this Section 2.20 shall (x) be made at any time an Event of Default shall have occurred and be continuing (and no Extension Request shall be delivered to the Lenders at any time an Event of Default shall have occurred and be continuing) and (y) constitute an optional or mandatory payment or prepayment for purposes of this Agreement.

Section 2.21        Increases of the Commitments.

(a)          The Borrowers may, from time to time after the Closing Date, request to increase the then effective aggregate principal amount of (x) the Term Commitments and make Term Loans pursuant thereto (such Term Loans, “Incremental Term Loans”) and/or (y) the Revolving Commitments of any Revolving Facility (such Revolving Commitments, “Incremental Revolving Commitments”) and make Revolving Loans pursuant thereto (such Revolving Loans, “Incremental Revolving Loans”); provided that:

102

(i)          the aggregate principal amount of (x) all increases in the Term Commitments pursuant to this Section 2.21 and the aggregate principal amount of all Incremental Term Loans made pursuant thereto and (y) all increases in the Revolving Commitments pursuant to this Section 2.21 shall not exceed $50,000,000, and the aggregate principal amount of any requested increase shall be in a minimum amount of $10,000,000 (or $5,000,000 in the case of Incremental Revolving Commitments or, in either case, such lower amount that represents all remaining availability pursuant to this Section 2.21); provided that the Borrowers may not obtain more than $25,000,000 in the aggregate of Incremental Revolving Commitments pursuant to this Section 2.21;

(ii)          the incurrence of any Incremental Term Loans pursuant to any such increase shall be on the effective date of the respective Incremental Loan Amendment and the proceeds of such Incremental Term Loans and Incremental Revolving Loans shall be used for the purposes permitted by Section 3.12;

(iii)         the Borrowers and the Guarantors shall execute and deliver such agreements, instruments and documents and take such other actions as may be reasonably requested by the Administrative Agent in connection with such increases and at the time of any such proposed increase;

(iv)         (x) no Default shall have occurred and be continuing or would occur after giving effect to such increase and the application of proceeds therefrom (or, in the case of Incremental Term Loans the proceeds of which are used to finance a Limited Condition Acquisition, no Default shall have occurred and be continuing on the date that the definitive agreements relating to such Limited Condition Acquisition are executed and become effective) and (y) except to the extent otherwise agreed to by the respective Increasing Lenders and/or New Lenders in the case of Incremental Term Loans the proceeds of which are used to finance a Limited Condition Acquisition, both immediately before and after giving effect to any such increase and the application of proceeds therefrom, each of the representations and warranties made by any Loan Party set forth in Article III 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 date of such increase 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);

(v)         immediately after giving effect to any such increase and/or the incurrence of any such Incremental Term Loans and the application of proceeds therefrom (but, for this purpose, assuming that Incremental Revolving Loans are incurred at such time in an aggregate principal amount equal to the aggregate Incremental Revolving Commitments so obtained (whether or not such Incremental Revolving Loans are actually incurred at such time), the Administrative Borrower shall be in compliance with the Loan to Value Test; and

103

(vi)         (A) in the case of any Revolving Facility, Incremental Revolving Commitments may only take the form of an increase in Revolving Commitments hereunder, and the terms of any respective Incremental Revolving Commitments (including as to maturity and pricing rates but excluding upfront fees) shall be the same as the Revolving Facility being increased and the documentation applicable to such Revolving Facility shall apply and (B) in the case of any Incremental Term Loans, except as otherwise required below, all other terms of such Incremental Term Loans, if not consistent with the terms of the Initial Term Loans, will be as agreed between the Borrowers and the Lenders providing such Incremental Term Loans (and to the extent not consistent with the Initial Term Loans, reasonably satisfactory to the Administrative Agent); provided, however, that (x) in the case of a new Class of Incremental Term Loans, (I) the maturity and amortization of such Class of Incremental Term Loans may differ, so long as such Class of Incremental Term Loans shall have (a) a final stated maturity date of no earlier than the Latest Maturity Date then in effect and (b) a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for the Initial Term Loans (other than to the extent of nominal amortization for periods where amortization has been eliminated or reduced as a result of prepayment of such Initial Term Loans) and (II) the Effective Yield for such new Class of Incremental Term Loans may exceed the Effective Yield then applicable to the Initial Term Loans, provided that, in the event that the Effective Yield for such new Class of Incremental Term Loans exceeds the Effective Yield for the Initial Term Loans by more than 0.50%, the Effective Yield for the Initial Term Loans shall be increased (to the extent necessary) such that the Effective Yield thereof is not less than the Effective Yield of such new Class of Incremental Term Loans minus 0.50%, (y) Incremental Term Loans will share ratably in right of prepayment with the Initial Term Loans pursuant to Section 2.10 (unless the Lenders holding such Incremental Term Loans agree to participate on a less than ratable basis) and (z) in the case of Incremental Term Loans to be made pursuant to (and to constitute a part of) the Initial Term Loans, (I) such new Incremental Term Loans shall have the same Term Loan Repayment Dates as then remain with respect to such Initial Term Loans (with the amount of each payment on each Term Loan Repayment Date applicable to such new Incremental Term Loans to be the same (on a proportionate basis) as is theretofore applicable to the Initial Term Loans, thereby increasing the amount of each then remaining payment on each Term Loan Repayment Date proportionately, (II) such new Incremental Term Loans shall have the same Applicable Margin as the Initial Term Loans; provided that, if the Applicable Margin for such new Incremental Term Loans is greater than the Applicable Margin for the Initial Term Loans, the Applicable Margin for such Initial Term Loans shall be increased by an amount necessary to eliminate such deficiency, (III) subject to preceding clause (II), the Effective Yield applicable to such new Incremental Term Loans shall be determined by the Borrowers and the Lenders providing such Incremental Term Loans; provided that if the Effective Yield of such new Incremental Term Loans exceeds the Effective Yield for the Initial Term Loans, the Effective Yield for such Initial Term Loans shall be increased (to the extent necessary) such that the Effective Yield thereof is not less than the Effective Yield of such new Incremental Term Loans minus 0.50%, and (IV) on the date of the making of such new Incremental Term Loans, and notwithstanding anything to the contrary set forth in Section 2.08, such new Incremental Term Loans shall be added to (and form part of) each Borrowing of outstanding Initial Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender will participate proportionately in each then outstanding Borrowing of Initial Term Loans and the Borrowers hereby agree, jointly and severally, to compensate the Lenders making the new Incremental Term loans of the respective Class for funding Eurodollar Loans during an existing Interest Period on such basis as may be agreed by the Administrative Borrower and the respective Lender or Lenders or as may otherwise be provided in the respective Incremental Loan Amendment.

(b)          Any request under this Section2.21 shall be submitted by the Administrative Borrower in writing to the Administrative Agent (which shall promptly forward copies to the Lenders). The Administrative Borrower may also specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Term Commitments and make Incremental Term Loans pursuant thereto and/or their Revolving Commitments and make Incremental Revolving Loans pursuant thereto, which fees may be variable based upon the amount by which any such Lender is willing to increase the amount of its Term Commitment and make Incremental Term Loans and/or its Revolving Commitments and make Incremental Revolving Loans pursuant thereto. No Lender shall have any obligation, express or implied, to offer to increase the aggregate amount of its Term Commitment or Revolving Commitment. Only the consent of each Increasing Lender shall be required for an increase in the aggregate amount of the Term Commitments and/or Revolving Commitments, as applicable, pursuant to this Section2.21. No Lender which declines to increase the amount of its Term Commitment and/or Revolving Commitments may be replaced with respect to its existing Term Commitment or Revolving Commitment as a result thereof without such Lender’s consent.

104

(c)          Each Increasing Lender shall as soon as reasonably practicable specify in writing the amount of the proposed increase of the Term Commitments and/or Revolving Commitments, as applicable, that it is willing to assume (provided that any Lender not so responding within five Business Days (or such shorter period as may be specified by the Administrative Agent) shall be deemed to have declined such a request). The Borrowers may accept some or all of the offered amounts or designate new lenders that are reasonably acceptable to the Administrative Agent and, in the case of Incremental Revolving Commitments, to each Issuing Bank and the Swingline Lender, as additional Lenders hereunder in accordance with this Section2.21 (each such new lender being a “New Lender”), which New Lenders may assume all or a portion of the increase in the aggregate amount of the applicable Term Commitments and/or Revolving Commitments, as applicable. The Administrative Agent, in consultation with the Administrative Borrower, shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Term Commitments and/or Revolving Commitments, as applicable, among Increasing Lenders and New Lenders.

(d)          Subject to the foregoing, any increase requested by the Borrowers shall be effective upon (A) delivery to the Administrative Agent of each of the following documents: (i) an originally executed copy of a joinder agreements in form and substance reasonably satisfactory to the Administrative Agent (each, an “Incremental Joinder Agreement”) signed by a duly authorized officer of each New Lender (if any); (ii) a notice to the Increasing Lenders and New Lenders, in form and substance reasonably acceptable to the Administrative Agent, signed by a Financial Officer of the Administrative Borrower; (iii) an Officer’s Certificate of the Administrative Borrower, in form and substance reasonably acceptable to the Administrative Agent; (iv) to the extent requested by any New Lender or Increasing Lender, executed Notes issued by the Borrowers in accordance with Section 2.04(e); (v) an amendment (an “Incremental Loan Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by each Borrower, each Guarantor, each Increasing Lender (if any), each New Lender (if any) and the Administrative Agent; and (vi) any other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to the Administrative Agent, and (B) satisfaction on the effective date of the Incremental Loan Amendment of (x) each of the conditions specified in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in Section 4.02 shall be deemed to refer to the effective date of the Incremental Loan Amendment), and (y) such other conditions as the parties thereto shall agree. Any such increase shall be in an aggregate amount equal to (A) the amount that Increasing Lenders are willing to assume as increases to the amount of their Term Commitments or Revolving Commitments, as applicable, plus (B) the amount offered by New Lenders with respect to the Term Commitments or Revolving Commitments, as applicable, in either case as adjusted by the Administrative Borrower and the Administrative Agent pursuant to this Section 2.21. Notwithstanding anything to the contrary in Section 11.02, the Administrative Agent is expressly permitted, without the consent of the other Lenders, to amend the Loan Documents to the extent necessary or appropriate in the reasonable opinion of the Administrative Agent to give effect to any increases pursuant to this Section 2.21.

105

(e)          On each effective date with respect to any increase to any Revolving Facility pursuant to this Section 2.21, (x) each Revolving Lender in respect of such Revolving Facility immediately prior to such increase or incurrence will automatically and without further act be deemed to have assigned to each Increasing Lender and/or New Lender, as applicable, providing a portion of the increase to such Revolving Commitments under such Revolving Facility (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding LC Exposure under the applicable Revolving Facility and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in LC Exposure and (ii) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Commitment Increase Lender) under the applicable Revolving Facility will equal the percentage of the aggregate Revolving Commitments in respect of such Revolving Facility of all Revolving Lenders represented by such Revolving Lender’s Revolving Commitment in respect of such Revolving Facility and (y) if, on the date of such increase, there are any Revolving Loans under the applicable Revolving Facility outstanding, such Revolving Loans shall on or prior to the effective date of such increase be prepaid from the proceeds of Revolving Loans under the applicable Revolving Facility made hereunder (reflecting such increase in Revolving Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Lender in accordance with Section 2.13. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Section 2.22        Discounted Voluntary Prepayments.

(a)          Notwithstanding anything to the contrary contained in Section 2.10 or any other provision of this Agreement, subject to the terms and conditions set forth or referred to below, the Borrowers may from time to time, at their discretion, offer to prepay Term Loans at less than the principal amount thereof (or, in the case of the Second Amendment Prepayment only, at a price equal to the principalamountthereofplustheSecondAmendmentPrepaymentPremium) (each, a “Discounted Prepayment Offer”), and with each such Discounted Prepayment Offer to be managed exclusively by the Auction Manager, so long as the following conditions are satisfied:

(i)        each Discounted Prepayment Offer shall be conducted in accordance with the procedures, terms and conditions set forth in this Section 2.22 and the Auction Procedures;

(ii)        no Default shall have occurred and be continuing on the date of the delivery of any Auction Notice and at the time of prepayment of any Term Loans in connection with any Discounted Prepayment Offer;

(iii)       the minimum aggregate principal amount (calculated on the face amount thereof) of all Term Loans that the Borrowers shall offer to prepay in any such Discounted Prepayment Offer shall be no less than $10,000,000 (unless another amount is agreed to by the Administrative Agent);

(iv)       all Term Loans so prepaid by the Borrowers shall automatically be cancelled and retired by the Borrowers on the applicable settlement date (and, for the avoidance of doubt, may not be reborrowed);

(v)        no more than one Discounted Prepayment Offer may be ongoing at any one time and no more than four Discounted Prepayment Offers may be made in any four-quarter period;

106

(vi)      the Borrowers represent and warrant that, at the commencement and settlement of the Discounted Prepayment Offer, they do not have material information regarding the Term Loans or Holdings, the Administrative Borrower, their respective Subsidiaries or their respective Affiliates that has not been disclosed to those who are not Lenders or shall disclose to the Lenders that it cannot make such representation and warranty;

(vii)      each Discounted Prepayment Offer shall be open and offered to all Lenders of the relevant Class of Term Loans on a pro rata basis;

(viii)     no purchase of Term Loans pursuant to this Section 2.22 shall be made with proceeds received from the incurrence of Revolving Loans or Swingline Loans; and

(ix)       at the time of the consummation of each purchase of Term Loans through a Discounted Prepayment Offer, the Administrative Borrower shall have delivered to the Auction Manager and the Administrative Agent an officer’s certificate of a Responsible Officer of the Administrative Borrower certifying as to compliance with preceding clauses (ii), (vi) and (vii).

(b)          The Borrowers must terminate any Discounted Prepayment Offer if they fail to satisfy one or more of the conditions set forth above which are required to be satisfied at the time at which the Term Loans would have been prepaid pursuant to such Discounted Prepayment Offer (and, in the case of the Discounted Prepayment Offer in connection with the Second Amendment Prepayment, in the event that the Second Amendment Effective Date does not otherwise occur). If the Borrowers commence any Discounted Prepayment Offer (and all relevant requirements set forth above which are required to be satisfied at the time of the commencement of such Discounted Prepayment Offer have in fact been satisfied), and if at such time of commencement the Borrowers reasonably believe that all required conditions set forth above which are required to be satisfied at the time of the consummation of such Discounted Prepayment Offer shall be satisfied, then the Borrowers shall have no liability to any Lender or any other person for any termination of such Discounted Prepayment Offer as a result of their failure to satisfy one or more of the conditions set forth above which are required to be satisfied at the time which otherwise would have been the time of consummation of such Discounted Prepayment Offer, and any such failure shall not result in any Default hereunder. With respect to all prepayments of Term Loans made by the Borrowers pursuant to this Section 2.22, the Borrowers, jointly and severally, shall pay on the settlement date of each such prepayment all accrued and unpaid interest (except to the extent otherwise set forth in the relevant Auction Procedures), if any, on the prepaid Term Loans up to the settlement date of such prepayment.

(c)         All Term Loan prepayments conducted pursuant to Discounted Prepayment Offers shall not constitute optional or mandatory prepayments for purposes of Section 2.10, but the face amount of the Term Loans prepaid pursuant to this Section2.22 shall be applied against the remaining scheduled installments of principal due in respect of the Term Loans in inverse order of maturity (or, in the case of the Second Amendment Prepayment only, on a pro rata basis against such remaining installments of principal due in respect of the Term Loans of the Lenders accepting such Discounted Prepayment Offer).

(d)          Immediately upon a prepayment of the Term Loans pursuant to this Section2.22, (x) such Term Loans and all rights and obligations as a Lender related thereto shall for all purposes (including under this Agreement, the other Loan Documents and otherwise) be deemed to be irrevocably prepaid, terminated, extinguished, cancelled and of no further force and effect and the Borrowers shall neither obtain nor have any rights as a Lender hereunder or under the other Loan Documents by virtue of such payment and (y) the Borrowers shall take all actions necessary to cause such Term Loans to be extinguished or otherwise cancelled in its books and records in accordance with GAAP.

107

(e)          The Auction Manager acting in its capacity as such hereunder shall be entitled to the benefits of the provisions of Article X and Section 11.03 to the same extent as if each reference therein to the “Administrative Agent” were a reference to the Auction Manager, and the Administrative Agent shall cooperate with the Auction Manager as reasonably requested by the Auction Manager in order to enable it to perform its responsibilities and duties in connection with each Discounted Prepayment Offer.

(f)           No Lender shall be obligated or required to participate in any Discounted Prepayment Offer.

Section 2.23        Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments.

(a)           The Borrowers may, from time to time after the Closing Date, and subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), add one or more new term loan facilities (“Specified Refinancing Term Loans”) or new revolving credit facilities (“Specified Refinancing Revolving Commitments”) under this Agreement pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrowers, to refinance all or any portion of any Class of Term Loan or Revolving Commitments (and related outstandings), as applicable, then outstanding under this Agreement (subject to clause (A) of the proviso at the end of this sentence), in each case pursuant to a Refinancing Amendment; provided that any such Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments: (i) will rank pari passu in right of payment as the other Term Loans or Revolving Commitments, as applicable, hereunder; (ii) will be incurred, jointly and severally, by the Borrowers and will not be guaranteed by any person that is not a Guarantor; (iii) will be, if secured, (1) secured solely by the Collateral on a pari passu or junior basis with the Liens securing the Obligations and (2) subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent; (iv) will have such pricing and optional prepayment terms as may be agreed by the Borrowers and the applicable Lenders thereof; (v) will have a maturity date that is not prior to the Maturity Date of the Term Loans or the Revolving Commitments, as applicable, being refinanced and (x) in the case of any Specified Refinancing Revolving Commitments, shall not have any mandatory commitment reductions or amortization that is prior to the scheduled Maturity Date of the Revolving Commitments being refinanced (other than a mandatory commitment reduction in conjunction with a mandatory prepayment of Revolving Loans made pursuant thereto on the same basis as is applicable to the existing Revolving Commitments pursuant to Sections 2.10(d) and (h)) and (y) in the case of any Specified Refinancing Term Loans, will have a Weighted Average Life to Maturity that is not shorter than the Weighted Average Life to Maturity then in effect of the Term Loans being refinanced; (vi) any Specified Refinancing Term Loans and Specified Refinancing Revolving Commitments will share ratably (or if unsecured or junior as to security, on a junior basis in respect of) any optional and mandatory prepayments of Term Loans or Revolving Loans, as applicable (unless the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, agree to participate on a less than pro rata basis in any such optional or mandatory prepayments); (vii) subject to clauses (iv) and (v) above, will have terms and conditions (other than pricing and optional prepayment and redemption terms) that are substantially identical to, or less favorable, when taken as a whole, to the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, than, the terms and conditions of the Term Loans or Revolving Commitments being refinanced (provided that a certificate of a Responsible Officer of the Administrative Borrower delivered to the Administrative Agent in good faith at least five Business Days prior to the incurrence of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, together with a reasonably detailed description of the material terms and conditions of such Specified Refinancing Term Loans or drafts of the documentation relating thereto, stating that the Administrative Borrower has determined in good faith that such terms and conditions satisfy the requirements set forth in this clause (vii) shall be conclusive evidence that such terms and conditions satisfy such requirement unless the Administrative Agent provides notice to the Administrative Borrower of an objection (including a reasonable description of the basis upon which it objects) within five Business Days after being notified of such determination by the Administrative Borrower); and (viii) (x) the Net Cash Proceeds of such Specified Refinancing Term Loans shall be applied, substantially concurrently with the incurrence thereof, to the pro rata prepayment of outstanding Term Loans being so refinanced, in each case pursuant to Section 2.10(b)(viii) and (y) upon the incurrence of any Specified Refinancing Revolving Commitments, the Revolving Commitments being refinanced shall be permanently reduced as, and to the extent, provided in Section 2.07(c); provided, however, that (A) the Net Cash Proceeds from any incurrence of Specified Refinancing Term Loans may not be used to prepay any Class of outstanding Term Loans that are either unsecured or secured on a junior basis to the Obligations at a time when more senior Term Loans are outstanding (or will remain outstanding after giving effect to any such prepayment), (B) Specified Refinancing Revolving Commitments may not be used to refinance any Class of Revolving Commitments that are either unsecured or secured on a junior basis to other Classes of Revolving Commitments at a time when more senior Revolving Commitments are outstanding (or will remain outstanding after giving effect to any such refinancing) and (C) such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, (x) may provide for any additional or different financial or other covenants or other provisions that are agreed among the Administrative Borrower and the Lenders thereof and applicable only during periods after the then Latest Maturity Date in effect and (y) shall not have a principal amount (or accreted value) greater than the Term Loans being refinanced (plus all accrued and unpaid interest thereon, and all fees, discounts, premiums or expenses incurred in connection therewith) or the Revolving Commitments being refinanced, as applicable. The Administrative Borrower shall make any request for Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, pursuant to a written notice to the Administrative Agent specifying in reasonable detail the proposed terms thereof. Any proposed Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, shall first be requested on a ratable basis from existing Lenders in respect of the Term Loans or Revolving Commitments being refinanced. At the time of sending such notice to such Lenders, the Administrative Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than 15 Business Days from the date of delivery of such notice or such shorter period as may be agreed by the Administrative Agent in its sole discretion). Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to participate in providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, and, if so, whether by an amount equal to, greater than, or less than its ratable portion (based on such Lender’s ratable share in respect of the applicable Term Loans or Revolving Commitments) of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments. Any Lender approached to provide all or a portion of any Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments may elect or decline, in its sole discretion, to provide such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable. Any Lender not responding within such time period shall be deemed to have declined to participate in providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments. The Administrative Agent shall notify the Administrative Borrower and each applicable Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested issuance of Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed), the Administrative Borrower may also invite additional Eligible Assignees to become Lenders in respect of such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, pursuant to a joinder agreement to this Agreement in form and substance reasonably satisfactory to the Administrative Agent. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in clause (a) above and Section4.02, and delivery to the Administrative Agent of a certificate of the Administrative Borrower dated the date thereof signed by a Responsible Officer of the Administrative Borrower, certifying and attaching the resolutions adopted by the Borrowers approving such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, and certifying that the conditions precedent set forth in clause (a) above and Section 4.02 have been satisfied and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements, including any supplements or amendments to the Security Documents providing for such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments to be secured thereby, all in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrowers and the Loan Parties as may be necessary in order to establish new Classes of Term Loans and Revolving Commitments and to make such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Administrative Borrower in connection with the establishment of such new Classes of Term Loans and Revolving Commitments, in each case on terms consistent with and/or to effect the provisions of this Section 2.23.

108

(c)           Each Class of Specified Refinancing Term Loans incurred under this Section 2.23 shall be in an aggregate principal amount that is not less than $25,000,000. Each Class of Specified Refinancing Revolving Commitments incurred under this Section 2.23 shall be in an aggregate amount that is not less than $10,000,000.

(d)          The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments incurred pursuant thereto (including for purposes of prepayments and voting). Any Refinancing Amendment may, without the consent of any person other than the Borrowers, the Administrative Agent and the Lenders providing such Specified Refinancing Term Loans or Specified Refinancing Revolving Commitments, as applicable, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Administrative Borrower, to effect the provisions of or consistent with this Section 2.23.

ARTICLE III REPRESENTATIONS AND

WARRANTIES

Each Loan Party hereby represents and warrants to the Administrative Agent, the Collateral Agent, each Issuing Bank and each of the Lenders on the Closing Date and upon each Credit Extension thereafter that:

109

Section 3.01      Organization; Powers. Each Company (a) is duly incorporated or organized and validly existing under the laws of the jurisdiction of its incorporation or organization, as the case may be, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to carry on its business as now conducted and to own, lease and operate its property, except for such governmental licenses, authorizations, consents and approvals that the failure to obtain would not reasonably be expected to result in a Material Adverse Effect, and (c) is registered, qualified, licensed and in good standing to do business in every jurisdiction where such qualification is required (including qualification as a foreign maritime entity in such jurisdiction where such qualification is required for ownership of a Vessel), except in such jurisdictions where the failure to so register, qualify, be licensed or be in good standing would not reasonably be expected to result in a Material Adverse Effect.

Section 3.02       Authorization; Enforceability. The Loan Documents to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary corporate or other organizational action on the part of each such Loan Party. Each Loan Document has been duly executed and delivered by each Loan Party party thereto and constitutes a legal, valid and binding obligation of each such Loan Party, enforceable 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 3.03       No Conflicts; No Default. The Loan Documents (a) do not require any consent, exemption, authorization or approval of, registration or filing with, or any other action by, any Governmental Authority or other person, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect or maintain the perfection or priority of the Liens created by the Security Documents and (iii) consents, approvals, exemptions, authorizations, registrations, filings, permits or actions the failure of which to obtain or perform would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of any Company, (c) will not violate or result in a default or require any consent or approval under any indenture, instrument, agreement, or other document binding upon any Company or any of its property or to which any Company or any of its property is subject, or give rise to a right thereunder to require any payment to be made by any Company, except for violations, defaults or the creation of such rights that would not reasonably be expected to result in a Material Adverse Effect, (d) will not violate any Legal Requirement, except for violations that would not reasonably be expected to result in a Material Adverse Effect, and (e) will not result in the creation or imposition of (or the obligation to create or impose) any Lien on any property of any Company, other than the Liens created by the Security Documents. No Default has occurred and is continuing.

Section 3.04       Financial Statements; Projections. (a) The Administrative Borrower has heretofore delivered to the Lenders (i) the audited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries as of the fiscal years ended December 31, 2016, December 31, 2015 and December 31, 2014, (ii) the unaudited consolidated balance sheets and related consolidated statements of income of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the fiscal years ended December 31, 2016, December 31, 2015 and December 31, 2014 and (iii) (x) the unaudited consolidated balance sheets and related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries and (y) the unaudited consolidated balance sheets and related consolidated statements of income of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries), in each case, for the fiscal quarter ended March 31, 2017. Such financial statements, and all financial statements delivered pursuant to Sections 5.01(a), (b) and (c), have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby and present fairly and accurately in all material respects the financial condition and results of operations and, if applicable, cash flows of Holdings, the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries), in each case, as of the dates and for the periods to which they relate (subject, in the case of interim financial statements, to normal year-end audit adjustments and the absence of footnotes). Except as set forth in such financial statements, as of the Closing Date, there are no liabilities of Holdings, the Administrative Borrower or any of their respective Subsidiaries of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, that would reasonably be expected to have a Material Adverse Effect.

110

(b)          The Administrative Borrower has heretofore delivered to the Lenders an unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of and for the twelve-month period ended March 31, 2017, in each case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of such period in the case of the statement of income. Such pro forma financial statements (a) have been prepared in good faith by the Administrative Borrower based upon (i) in each case, the assumptions stated therein (which assumptions are believed by the Administrative Borrower on the Closing Date to be reasonable) and (ii) the best information available to the Administrative Borrower as of the date of delivery thereof, (b) in the case of the balance sheet, accurately reflect all adjustments required to be made to give effect to the Transactions, and (c) present fairly in all material respects the pro forma consolidated financial position and results of operations of the Administrative Borrower and its Subsidiaries, as of such date and for such period.

(c)           The Administrative Borrower has heretofore delivered to the Lenders the forecasts of financial performance consisting of projected income statements, balance sheets and cash flows of (x) Holdings and its Subsidiaries and (y) the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries), in each case, for the fiscal years 2017–2021 (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by the Administrative Borrower based upon assumptions that are reasonable at the time made and at the time the related Projections are made available to the Lenders (it being understood by the parties that projections by their nature are inherently uncertain, no assurances are being given that the results reflected in such Projections will be achieved, that actual results may differ and that such differences may be material).

(d)          Since December 31, 2016, there has been no event, change, effect, circumstance, condition, development or occurrence that has had, or would reasonably be expected to result in, a Material Adverse Effect.

Section 3.05       Properties. (a) Each Restricted Party has good and marketable title to, or valid leasehold interests in, all its tangible property material to its business, free and clear of all Liens and irregularities, deficiencies and defects in title except for Permitted Liens (or (x) in the case of Collateral Vessels, Permitted Collateral Vessel Liens and (y) in the case of Chartered Vessels, Permitted Charter Vessel Liens) and minor irregularities, deficiencies and defects in title that, individually or in the aggregate, do not, and would not reasonably be expected to, interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose. The tangible property of the Restricted Parties (x) taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted), but excluding, for purposes of this clause (i), the Vessels and Chartered Vessels (which are covered by Section 5.16) and (ii) constitutes all the tangible property which is required for the business and operations of the Restricted Parties as presently conducted and (y) with respect to Vessels and Chartered Vessels, satisfies the requirements set forth in Section 5.16.

111

(b)          Schedule 3.05(b) contains a true and complete list of each ownership and leasehold interest in Real Property (including all modifications, amendments and supplements thereto with respect to leased Real Property) (i) owned by any Restricted Party as of the Closing Date and describes the use and type of interest therein held by such Restricted Party and (ii) leased or subleased or otherwise occupied or utilized by any Restricted Party, as lessee or sublessee, franchisee or licensee, as of the Closing Date and describes the use and type of interest therein held by such Restricted Party.

(c)          No Mortgage encumbers improved Real Property or a portion thereof that is located in an area that has been designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency) with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), unless flood insurance available under the Flood Laws and Regulation H of the Board of Governors has been obtained in accordance with Section 5.04.

(d)          Each Restricted Party owns or has rights to use all of its tangible property and all rights with respect to any of the foregoing used in, necessary for or material to such Restricted Party’s business as currently conducted, subject to Permitted Liens (or (x) in the case of Collateral Vessels, Permitted Collateral Vessel Liens and (y) in the case of Chartered Vessels, Permitted Chartered Vessel Liens). The use by each Restricted Party of its tangible property and all such rights with respect to the foregoing do not infringe on the rights or other interests of any person, other than any infringement that would not reasonably be expected to result in a Material Adverse Effect. No claim has been made upon any Restricted Party and remains outstanding that any Restricted Party’s use of any of its tangible property does or may violate the rights of any third party that has had, or would reasonably be expected to result in, a Material Adverse Effect.

Section 3.06       Intellectual Property. Except as would not reasonably be expected to result in a Material Adverse Effect, each Restricted Party owns, free and clear of all Liens (other than Permitted Liens), is licensed to use, or otherwise has the right to use all Intellectual Property reasonably necessary for the operation of such Restricted Party’s business. The respective businesses of each Restricted Party as currently conducted does not infringe upon, misappropriate, or violate any Intellectual Property held by any Person, except for any such infringement, misappropriation or violation that would not reasonably be expected to result in a Material Adverse Effect. There are no actions, suits, claims, disputes, proceedings or, to the knowledge of any Loan Party, investigations, by or before any Governmental Authority now pending or, to the knowledge of any Loan Party, threatened in writing against any Restricted Party regarding any of the Intellectual Property owned by any Restricted Party, except to the extent that any such actions, suits, claims, disputes, proceedings or investigations would not reasonably be expected to result in a Material Adverse Effect.

Section 3.07        Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, as of the Closing Date and after giving effect to the Transactions, a list of (i) each Company and each such Company’s jurisdiction of incorporation or organization, and (ii) the number of each class of each Company’s Equity Interests authorized, and the number outstanding, and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable, and (a) all Equity Interests of the Administrative Borrower and Co-Borrower are directly owned by Holdings, (b) all Equity Interests of each Subsidiary Guarantor (other than the Restricted Parent Subsidiaries) are owned by the Administrative Borrower directly or indirectly through other Subsidiary Guarantors and (c) all Equity Interests of the Restricted Parent Subsidiaries are owned by Holdings directly or indirectly through other Restricted Parent Subsidiaries that are Subsidiary Guarantors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged by (or purporting to be pledged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted. As of the Closing Date, except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).

112

(b)          No consent of any person, including any general or limited partner, any other member or manager of a limited liability company, any shareholder, any other trust beneficiary or derivative counterparty, is necessary in connection with the creation, perfection or First Priority Lien status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged to the Collateral Agent under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect of such Equity Interests as provided therein.

(c)          A complete and accurate organization chart, showing the ownership structure of the Restricted Parties as of the Closing Date, after giving effect to the Transactions, is set forth on Schedule 3.07(c).

(d)          As of the Closing Date (or, with respect to the parenthetical contained in clause (ii)(x) below, as of the date and/or for the period described therein), (i) the Subsidiaries of the Administrative Borrower set forth on Schedule3.07(d) are the only Immaterial Subsidiaries (and such Schedule 3.07(d) also lists the total assets and revenues for each such Immaterial Subsidiary) and (ii) (x) the Subsidiaries set forth on Schedule 1.01(e) are the only Unrestricted Subsidiaries (and such Schedule 1.01(e) also lists the total assets (excluding intercompany accounts and investments in Subsidiaries) as of March 31, 2017 and revenues for the three month period ending on March 31, 2017 for each such Unrestricted Subsidiary), (y) the aggregate assets of all such Unrestricted Subsidiaries (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date does not exceed 2.50% of Consolidated Total Assets (excluding intercompany accounts and investments in Subsidiaries) as of the Closing Date and (z) no such Unrestricted Subsidiary (I) owns or charters a vessel to or from a third party, (II) manages or operates a vessel or (III) is otherwise party to a vessel charter or hiring agreement with a third party.

(e)          As of the Closing Date (or, with respect to clauses (I) and (II) of the parenthetical contained in clause (x) below, as of the date and/or for the period described therein), (x) the Subsidiaries of Holdings set forth on Schedule 3.07(e) are, in addition to the Administrative Borrower, the only direct Subsidiaries of Holdings (and such Schedule 3.07(e) also lists (I) the total assets for each such Subsidiary and investments in such Subsidiaries as of March 31, 2017, (II) the revenues of such Subsidiary for the three month period ending on March 31, 2017, (III) all other assets directly held by Holdings and (IV) all liabilities (other than the Obligations) of Holdings) and (y) other than with respect to the Administrative Borrower, OSG Nakilat Corporation and, with respect to the Obligations, the Co-Borrower, (i) all such Subsidiaries, and all other assets directly held by Holdings, are either immaterial or non-operational and (ii) no such Subsidiary (I) owns or charters a vessel to or from a third party, (II) manages or operates a vessel or (III) is otherwise party to a vessel charter or hiring agreement with a third party, in each case, except in the capacity as agent for a Restricted Subsidiary (other than for purposes of accepting payments).

Section 3.08       Litigation; Compliance with Legal Requirements. (a) There are no actions, suits, claims, disputes, proceedings or, to the knowledge of any Loan Party, investigations at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Loan Party, threatened against any Company or any business, property or rights of any Company (i) that purport to affect or involve any Loan Document or, as of the Closing Date, any of the Transactions or (ii) that have resulted, or would reasonably be expected to result, in a Material Adverse Effect.

113

(b)          Each Company is in compliance with all Legal Requirements of, and all applicable restrictions imposed by, all Governmental Authorities in respect of the conduct of its business and the ownership of its property, except such non-compliance as would not reasonably be expected to result in a Material Adverse Effect.

Section 3.09       Agreements. No Company is a party to or has violated any agreement, instrument or other document to which it is a party, or is subject to any corporate or other constitutional restriction, or any restriction (including under its Organizational Documents) to which it is subject, that has resulted, or would reasonably be expected to result, in a Material Adverse Effect.

Section 3.10       Federal Reserve Regulations. (a) No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing, buying or carrying Margin Stock.

(b)          No part of the proceeds of any Credit Extension will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, Regulation U or X. The pledge of the Securities Collateral pursuant to the Security Agreement or the Holdings Pledge Agreement, as applicable, does not violate such regulations.

Section 3.11       Investment Company Act; etc.. No Company is an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 3.12       Use of Proceeds. (a) The Borrowers will use the proceeds of the Revolving Loans (including Incremental Revolving Loans) and Swingline Loans after the Closing Date to finance general corporate and working capital purposes (including for Capital Expenditures, Permitted Acquisitions, other Investments, Dividends and Restricted Debt Payments permitted hereunder); provided, however, proceeds of Swingline Loans may not be used to refinance any then outstanding Swingline Loans.

(b)          The Borrowers will use the proceeds of the Initial Term Loans incurred on the Closing Date solely to finance the Transactions and for general corporate and working capital purposes (including for Capital Expenditures, Permitted Acquisitions, other Investments, Dividends and Restricted Debt Payments permitted hereunder).

(c)          The Borrowers will use the proceeds of any Incremental Term Loans solely for general corporate and working capital purposes (including for Capital Expenditures, Permitted Acquisitions, other Investments, Dividends and Restricted Debt Payments permitted hereunder); provided, however, the proceeds of the July 2017 Incremental Term Loans shall only be used for the purpose set forth in the second recital of the First Amendment.

(d)          The Borrowers will use the proceeds of any Specified Refinancing Term Loans solely for the purposes set forth in Section 2.23(a)(viii)(x) and to pay any related fees and expenses.

(e)          The Borrowers will have Letters of Credit issued hereunder solely to support payment or performance obligations incurred by the Administrative Borrower and its Wholly Owned Restricted Subsidiaries in the ordinary course of business or for general corporate purposes (other than to support obligations in respect of Restricted Indebtedness or Equity Interests).

114

Section 3.13        [Reserved].

Section 3.14       Taxes. Each Company has (a) timely filed or caused to be timely filed all U.S. federal and material state, local and foreign Tax Returns required to have been filed by it and all such Tax Returns are true and correct in all material respects and (b) duly and timely paid or caused to be duly and timely paid all Taxes (whether or not shown on any Tax Return) due and payable by it and all assessments received by it, except (i) Taxes that are being contested in good faith by appropriate proceedings and for which such Company has set aside on its books adequate reserves in accordance with GAAP or (ii) Taxes the nonpayment of which would not reasonably be expected to result in a Material Adverse Effect. Each Company has made adequate provision in accordance with GAAP for all Taxes not yet due and payable. No Loan Party has knowledge of any proposed or pending tax assessments, deficiencies, audits or other proceedings and no proposed or pending tax assessments, deficiencies, audits or other proceedings have resulted, or would reasonably be expected to result in, a Material Adverse Effect. No Company has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). No Company is a party to any tax sharing or similar agreement.

Section 3.15       No Material Misstatements. As of the Closing Date, the Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which they or any of their respective Subsidiaries are subject, and all other matters known to any Loan Party, that would reasonably be expected to result in a Material Adverse Effect. Neither the Confidential Information Memorandum nor any of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the Transactions or delivered hereunder (as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information and other forward looking information, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time and, if such projected financial information was delivered prior to the Closing Date, as of the Closing Date, it being understood that any such projected financial information may vary from actual results and such variations could be material.

Section 3.16       Labor Matters. There are no strikes, lockouts or slowdowns against any Company pending or, to the knowledge of the Loan Parties, threatened that have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. The hours worked by and payments made to employees of any Company have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable Legal Requirement dealing with such matters in any manner that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect. All payments due from any Company, or for which any claim may be made against any Company, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Company, except to the extent that the failure to do so has not resulted in, and would not reasonably be expected to result in, a Material Adverse Effect.

Section 3.17       Solvency. Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Credit Extension, and after giving effect to the application of the proceeds of each Credit Extension, the Companies, on a consolidated basis, and the Restricted Parties, on a consolidated basis, are, Solvent.

115

Section 3.18       Employee Benefit Plans. (a) Except as would not reasonably be expected to result in a Material Adverse Effect, (i) the Companies and each of their ERISA Affiliates are in compliance with all applicable Legal Requirements, including all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder, with respect to all Employee Benefit Plans, (ii) each Employee Benefit Plan complies, and is operated and maintained in compliance, with its terms and all applicable Legal Requirements, including the applicable provisions of ERISA and the Code and the regulations thereunder and (iii) each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service (or an opinion letter or determination letter will be applied for during the applicable remedial amendment period) and nothing has occurred which is reasonably likely to prevent, or cause the loss of, such qualification.

(b)          No ERISA Event has occurred or is reasonably expected to occur that would reasonably be expected to result in a Material Adverse Effect. Within the last six years, no Pension Plan with an Unfunded Pension Liability been transferred outside of the “controlled group” (within the meaning of Section 4001(a)(14) of ERISA) of any Company or any of its ERISA Affiliates. The aggregate liabilities of any Company or any of its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom have not resulted in, and would not reasonably be expected to result in, a Material Adverse Effect.

(c)          There are no actions, suits or claims pending against or involving an Employee Benefit Plan (other than routine claims for benefits) or, to the knowledge of any Loan Party, threatened, which would reasonably be expected to result in a Material Adverse Effect.

(d)          There is no (i) ongoing investigation by the Pensions Regulator, which may lead to the issue of a Financial Support Direction or a Contribution Notice or (ii) Financial Support Direction or Contribution Notice that has been issued, to Holdings or any Subsidiary of Holdings, imposing an aggregate liability which has or would reasonably be expected to have a Material Adverse Effect.

(e)          Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Legal Requirements and has been maintained, where required, in good standing with applicable regulatory authorities and rules applicable thereto, including all funding requirements (including, but not limited to, Part 3 of the Pensions Act 2004) and the respective requirements of the governing documents in relation to any such Non-U.S. Plan, (ii) there are no actions, suits or claims (other than routine claims for benefits) pending or, to the knowledge of any Loan Party, threatened against Holdings or any Subsidiary of Holdings in respect of Non-U.S. Plans, and (iii) no Non- U.S. Plan has been terminated or wound-up and no actions or proceedings have been taken or instituted to terminate or wind-up such a Non-U.S. Plan.

Section 3.19       Environmental Matters. Except as would not reasonably be expected to result in a Material Adverse Effect:

(i)         the Companies and their businesses, operations, Real Property, Vessels and Chartered Vessels are in compliance with any applicable Environmental Law;

(ii)        the Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and their ownership, operation and use of any Real Property, Vessel and Chartered Vessel, under all applicable Environmental Laws. The Companies are in compliance with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing;

116

(iii)       there has been no Release or threatened Release or any handling, management, generation, treatment, storage or disposal of Hazardous Materials by any Company or, to the knowledge of the Loan Parties, by any other person on, at, under or from any Real Property, Vessel or Chartered Vessel, or facility presently or formerly owned, leased or operated by any of the Companies or their predecessors in interest, or at any other location that has resulted in, or is reasonably likely to result in, liability or investigatory or remediation obligations by any of the Companies under Environmental Law or in an Environmental Claim against any of the Companies or otherwise related to any Real Property or the operation of any Vessel or Chartered Vessel;

(iv)       there is no Environmental Claim pending or, to the knowledge of the Loan Parties, threatened against any of the Companies relating to any Real Property, Vessel or Chartered Vessel currently or formerly owned, leased or operated by any of the Companies or relating to the operations of any of the Companies, and, to the knowledge of the Loan Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of such an Environmental Claim;

(v)        no Real Property, Vessel, Chartered Vessel or facility owned, operated or leased by the Companies and, to the knowledge of the Loan Parties, no Real Property or facility formerly owned, operated or leased by any of the Companies or any of their predecessors in interest is (i) listed or, to the knowledge of the Loan Parties, proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (ii) included on any similar list maintained by any Governmental Authority that indicates that any Company has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws; and

(vi)       no Lien has been recorded or threatened under any Environmental Law with respect to any Real Property, Vessel or any other property of the Companies.

Section 3.20       Insurance. Schedule 3.20 sets forth a true, complete and accurate description in reasonable detail of all Required Insurance. Each Restricted Party (i) has insurance in such amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations and (ii) maintains the Required Insurance. All insurance (including Required Insurance) maintained by each Restricted Party is in full force and effect, all premiums due have been duly paid, no Restricted Party has received notice of violation, invalidity, or cancellation thereof. Each Collateral Vessel owned by a Restricted Party and the use and operation thereof comply in all material respects with the Required Insurance, and there exists no material default under any such Required Insurance.

Section 3.21      Security Documents. (a) (i) Each of the Security Agreement and the Holdings Pledge Agreement, upon execution and delivery thereof by the parties thereto, is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) Liens on, and security interests in, the Security Agreement Collateral and (x) when financing statements in appropriate form are filed in the offices specified on Schedule 6 of the Perfection Certificate in respect of the Security Agreement Collateral with respect to which a security interest may be perfected by filing of a financing statement or (y) upon the taking of possession or control by the Collateral Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Document), the Liens created by each of the Security Agreement and the Holdings Pledge Agreement in such Security Agreement Collateral shall constitute fully perfected First Priority Liens in each case subject to no Liens other than Permitted Liens.

117

(b)          With respect to material registered United States trademarks and United States patents, United States trademark and patent applications and United States registered copyrights included in the Intellectual Property Collateral (as defined in the Security Agreement), if any, upon the filing of the financing statements in appropriate form, as provided in Section 3.21(a)(x), and the filing of the Security Agreement or a short form thereof in appropriate form (hereinafter, a “short-formIntellectualProperty securityagreement”) in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, the Liens created by such Security Agreement shall constitute perfected First Priority Liens on, and security interests in, all right, title and interest of the grantors thereunder in all such material United States registered Intellectual Property Collateral as may be perfected by such filings (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on any material registered United States trademarks and United States patents, United States trademark and patent applications and United States registered copyrights included in Intellectual Property Collateral acquired or developed by the Borrowers or the Subsidiary Guarantors after the date hereof).

(c)          Each Mortgage (if any), when executed and delivered, will be effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, a legal, valid and enforceable (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) First Priority Liens on, and security interests in, all of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, subject only to Permitted Liens, and when the Mortgages are filed in the offices specified on Schedule 1.01(b) (or, in the case of any Mortgage executed and delivered after the date thereof in accordance with the provisions of Section5.10, when such Mortgage is filed in the offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Section5.10), the Mortgages shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, in each case, subject to no Liens other than Permitted Liens.

(d)          Each Collateral Vessel Mortgage is effective to create, in favor of the Mortgage Trustee, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) a first priority preferred ship mortgage Lien on the Collateral Vessel subject to such Collateral Vessel Mortgage and the proceeds thereof, subject only to Permitted Collateral Vessel Liens, and when the Collateral Vessel Mortgage is recorded or registered in accordance with the laws of the relevant Acceptable Flag Jurisdiction (or, in the case of any Collateral Vessel Mortgage executed and delivered after the date thereof in accordance with the provisions of Section5.10, when such Collateral Vessel Mortgage is recorded or registered in accordance with the laws of the relevant Acceptable Flag Jurisdiction), such Collateral Vessel Mortgage shall constitute a fully perfected preferred ship mortgage Lien on the Collateral Vessel subject to such Collateral Vessel Mortgage, in each case, subject to no Liens other than Permitted Collateral Vessel Liens.

118

(e)          Each Security Document delivered pursuant to Sections 5.10, 5.11 and 5.14 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent (or, in the case of Collateral Vessel Mortgages, the Mortgage Trustee), for the benefit of the Secured Parties, a legal, valid and enforceable (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) Lien on, and security interest in, all of the Borrowers’ and Subsidiary Guarantors’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Legal Requirements and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which such possession or control shall be given to the Collateral Agent to the extent required by any Security Document), the Liens in favor of the Collateral Agent created under such Security Document will constitute perfected First Priority Liens on, and security interests in, all right, title and interest of the Borrowers and the Subsidiary Guarantors in such Collateral, in each case subject to no Liens other than Permitted Liens.

Section 3.22        Anti-Terrorism Law; Foreign Corrupt Practices Act.

(a)          No Company and, to the knowledge of the Loan Parties, none of its Affiliates, is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”)

(b)          No Company, and to the knowledge of the Loan Parties, no Affiliate or broker or other agent of any Company acting or benefiting solely in such capacity in connection with the Credit Extensions, is a person with whom dealings are restricted or prohibited under any Sanctions Laws, including U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or is included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC; no Company is in violation of any U.S. or other applicable Sanctions Laws; and the Borrowers will not directly or indirectly use the proceeds of the Credit Extensions or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person with whom dealings are restricted or prohibited under any Sanctions Laws administered by OFAC or any other applicable Sanctions Authority, in each case as would result in a violation of applicable Sanctions Laws.

(c)          No Company and, to the knowledge of the Loan Parties, no broker or other agent of any Company acting solely in any such capacity in connection with the Credit Extensions, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22(b) or Section 6.19, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authority, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case as would result in a violation of Sanctions Laws.

(d)          No Company nor any director or officer, nor to the knowledge of the Loan Parties, any agent, employee or Affiliate, has, in the course of its actions for, or on behalf of, any Company, directly or indirectly (i) used any corporate funds for any material unlawful contribution, gift, entertainment or other material unlawful expenses relating to political activity or to influence official action, (ii) made any material unlawful payment to any foreign or domestic government official or employee from corporate funds, (iii) made any material unlawful bribe or kickback to any foreign or domestic government official or employee, (iv) is or has at any time since July 1, 2009 engaged in any activity, practice, or conduct proscribed under any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (“FCPA”) or the UKBA or (v) used the proceeds of any Loans or any Letter of Credit in a manner or for a purpose prohibited by the FCPA or the UKBA. The Companies have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, compliance therewith. The Companies have and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of any Company from undertaking any conduct that would give rise to an offence under section 7 of the UKBA. To the knowledge of any Loan Party, no Company is or has been the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under the FCPA or UKBA, and, to the knowledge of any Loan Party, no such investigation, inquiry, or proceedings have been threatened or are pending.

119

(e)          Each Company and its Affiliates, directors, officers and employees has been and is in compliance with Sanctions Laws.

Section 3.23        Concerning Vessels.

(a)          The name, record owner (and whether or not such registered owner is a Loan Party), official number, jurisdiction of registration and flag (which shall be in an Acceptable Flag Jurisdiction) of each Vessel and Chartered Vessel as of the Closing Date is set forth on Schedule 1.01(a). Each Vessel owned by a Restricted Party and each Chartered Vessel demise chartered by a Restricted Party is operated in compliance with all applicable Legal Requirements, except where the failure to so comply would not reasonably be expected to result in a Material Adverse Effect.

(b)          Each Restricted Party which owns, charters by demise or operates one or more Vessels or Chartered Vessels is qualified in all material respects to own, lease or operate such Vessels or Chartered Vessels under the laws of its jurisdiction of incorporation and flag jurisdiction of such Vessel or Chartered Vessel.

(c)          Each Vessel and Chartered Vessel owned, demise chartered or operated by a Restricted Party is classed with an Approved Classification Society, free of any overdue recommendations, other than as permitted under the Collateral Vessel Mortgages related thereto.

(d)          As of the Closing Date, there is no pending or, to the knowledge of any Loan Party, threatened condemnation, confiscation, requisition, purchase, seizure or forfeiture of, or any taking of title to, any Vessel owned by a Restricted Party or any Chartered Vessel demise chartered by a Restricted Party.

(e)          Each Vessel owned by a Restricted Party is free and clear of all Liens other than Permitted Collateral Vessel Liens.

Section 3.24        Form of Documentation; Citizenship.

No Loan Party is organized in any jurisdiction, and none of the Vessels owned by any Restricted Party is flagged in any jurisdiction other than an Acceptable Flag Jurisdiction, and none of the Security Documents are required to be filed or registered with any Governmental Authority outside the United States or such Acceptable Flag Jurisdiction to ensure the validity of the Security Documents (except for registration or recording of each Collateral Vessel Mortgage in accordance with the Acceptable Flag Jurisdiction of the relevant Collateral Vessel) and no stamp or similar tax is required to be paid in respect of the registration of any Security Document or perfection of any security interest in the Collateral pledged thereunder.

120

Section 3.25       Compliance with ISM Code and ISPS Code. Each Vessel and Chartered Vessel owned, leased or operated by a Restricted Party complies with the requirements of the ISM Code and the ISPS Code in all material respects, including the maintenance and renewal of valid certificates pursuant thereto.

Section 3.26       Threatened Withdrawal of DOC, SMC or ISSC. There is no actual or, to the knowledge of the Loan Parties, threatened withdrawal of (a) any document of compliance (“DOC”) issued to an Operator in accordance with rule 13 of the ISM Code in respect of any of the Restricted Parties’ Vessels or Chartered Vessels (and, for these purposes, the “Operator” of a vessel shall mean the person who is concerned with the operation of such vessel and falls within the definition of “Company” set out in rule 1.1.2 of the ISM Code), (b) safety management certificate (“SMC”) issued in respect of any of the Restricted Parties’ Vessels or Chartered Vessels in accordance with rule 13 of the ISM Code or (c) the international ship security certificate (“ISSC”) issued pursuant to the ISPS Code in respect of any of the Restricted Parties’ Vessels or Chartered Vessels.

Section 3.27       Deposit Accounts and Securities Accounts. As of the Closing Date, (i) the Deposit Accounts and Securities Accounts listed on Part A of Schedule 3.27 constitute all of the Specified Accounts and (ii) the Deposit Accounts listed on Part B of Schedule3.27 constitute all of the Excluded Accounts.

ARTICLE IV

CONDITIONS TO CREDIT EXTENSIONS

Section 4.01       Conditions to Initial Credit Extension. The obligation of each Lender and, if applicable, each Issuing Bank to fund any initial Credit Extension on the Closing Date requested to be made by it shall be subject to the prior or concurrent satisfaction or waiver of each of the conditions precedent set forth in this Section 4.01.

(a)           Loan Documents. There shall have been delivered to the Administrative Agent a properly executed counterpart of each of the Loan Documents (excluding any such Loan Documents that are to be permitted to be delivered after the date hereof in accordance with the terms of this Agreement) and the Perfection Certificate.

(b)          Corporate Documents. The Administrative Agent shall have received:

(i)         a certificate of the secretary or assistant secretary of each Loan Party dated the Closing Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its incorporation or organization, as the case may be, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrowers, the making of the Credit Extensions hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith and the other Loan Documents on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate required by this clause (i)); and

121

(ii)       a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date and a “bring down” good standing certificate of each Loan Party as of the Closing Date (or, in each case, local equivalent thereof), in each case, from such Secretary of State.

(c)          Officer’s Certificate. The Administrative Agent shall have received an Officer’s Certificate of the Administrative Borrower, dated the Closing Date, confirming compliance with the conditions precedent set forth in this Section 4.01.

(d)          Transactions, Etc.

(i)        In connection with the Refinancing, evidence that all Indebtedness under the Existing Credit Agreement has been (or substantially simultaneously with the incurrence of the Initial Term Loans hereunder, shall be) prepaid or repaid in full and all commitments relating thereto terminated and all security interests granted and guarantees provided in connection therewith released.

(ii)        The Collateral Agent, for the benefit of the Secured Parties, shall have been granted (to the extent required on the Closing Date) First Priority Liens and security interests in the Collateral.

(iii)       Each of the Collateral Vessel Mortgages required to be recorded on the Closing Date shall have been executed and delivered to the Mortgage Trustee for submission to the appropriate ship registry of the applicable Acceptable Flag Jurisdiction for filing and recording and all actions reasonably necessary or advisable in connection therewith (and in connection with the other Collateral) shall have been taken.

(e)           Financial Statements. The Administrative Agent shall have received the historical financial statements, pro forma financial statements and projections described in Section 3.04 (it being understood and agreed that the Administrative Agent has received such historical financial statements, pro forma financial statements and projections).

(f)          Opinions of Counsel. The Administrative Agent shall have received, on behalf of itself, the other Agents, the Lenders and the Issuing Banks favorable written opinions from each of (i) Cleary Gottlieb Steen & Hamilton LLP, special counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, (ii) Burke & Parsons, special maritime counsel for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent, and (iii) each counsel listed on Schedule4.01(f), in form and substance reasonably satisfactory to the Administrative Agent, in each case (A) dated the Closing Date, (B) addressed to the Agents, the Lenders and the Issuing Banks (and allowing for reliance by their permitted successors and assigns on customary terms) and (C) covering such matters relating to the Loan Documents and the Transactions as the Administrative Agent shall reasonably request.

(g)          Solvency Certificate. The Administrative Agent shall have received (i) a solvency certificate in the form of Exhibit L (appropriately completed), dated the Closing Date and signed by the chief financial officer of the Administrative Borrower, certifying that the Restricted Parties on a consolidated basis after giving effect to the Transactions are Solvent, and (ii) a solvency certificate in the form of Exhibit L (appropriately completed), dated the Closing Date and signed by the chief financial officer of Holdings, certifying that the Companies on a consolidated basis after giving effect to the Transactions are Solvent.

122

(h)          Fees. The Agents and the Lenders shall have received all amounts due and payable under any Loan Document, the Engagement Letter and the Agent Fee Letter on or prior to the Closing Date, including all Fees and reasonable and documented costs, expenses (including legal fees and expenses of White & Case LLP, Watson Farley & Williams and other counsel to the Agents, appraisal and collateral field exam fees and expenses and charges and recording taxes and fees) and other compensation and amounts required to be reimbursed or paid by the Loan Parties hereunder, under any other Loan Document, the Engagement Letter and the Agent Fee Letter.

(i)           Personal Property Requirements. The Collateral Agent shall have received:

(i)          all certificates, agreements or instruments representing or evidencing the Securities Collateral accompanied by instruments of transfer and stock powers undated and endorsed in blank;

(ii)         the Intercompany Subordination Agreement, executed by and among Holdings and the Restricted Parties;

(iii)        subject to Section 5.14(a), all other certificates, agreements or instruments necessary to perfect the Collateral Agent’s security interest in all Chattel Paper, Instruments, Deposit Accounts and Securities Accounts identified in Schedules 10, 12(a) and 12(b) to the Perfection Certificate and all Investment Property of each Loan Party (as each such term is defined in, and to the extent required by, the Security Agreement or the Holdings Pledge Agreement, as applicable);

(iv)        UCC financing statements in appropriate form for filing under the UCC in each U.S. jurisdiction as may be necessary or appropriate or, in the reasonable opinion of the Administrative Agent, desirable to perfect the First Priority Liens in all Collateral created, or purported to be created, by the Security Documents; and

(v)         copies, each as of a recent date, of (w) the UCC searches required by the Perfection Certificate, (x) tax and judgment lien searches and pending U.S. lawsuit searches or equivalent reports or searches listing all effective lien notices or comparable documents that name any Company as debtor and that are filed in the state and county jurisdictions in which any Company is organized or maintains its principal place of business and (y) such other searches that the Administrative Agent deems reasonably necessary or appropriate.

(j)           Insurance. (i) The Administrative Agent shall have received, with respect to (x) general property insurance policies and (y) general liability insurance policies, in each case, with an individual policy value in excess of $1,000,000, required by Section5.04 and which do not relate to the Vessels, a copy of, or a certificate as to coverage under, any such general insurance policies required by Section 5.04 and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) (or comparable language customary in the overseas insurance market) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured (or comparable language customary in the overseas insurance market), in form and substance reasonably satisfactory to the Administrative Agent, and (ii) the Administrative Agent shall be satisfied that the Insurance Deliverables Requirement shall have been satisfied with respect to each Collateral Vessel.

123

(k)          Bank Regulatory Documentation. The Administrative Agent and the Lenders shall have received at least three Business Days before the Closing Date, all documentation and other information required by bank regulatory authorities under or in respect of applicable Anti-Terrorism Laws or “know-your-customer” Legal Requirements, including the Patriot Act.

(l)           Maritime Registry Searches; Maritime Insurance; Etc. The Administrative Agent shall have received with respect to each Collateral Vessel:

(i)         certified copies of all technical management agreements and commercial management agreements, if any, and all pooling agreements and charter contracts having a remaining term in excess of 6 months;

(ii)        an undertaking in customary form by V. Ships UK Limited or any other Acceptable Third Party Technical Manager, as applicable, with respect to such Collateral Vessel;

(iii)       a confirmation of class certificate issued by an Approved Classification Society showing such Collateral Vessel to be free of overdue recommendations, issued not more than 10 days prior to the Closing Date, and copies of all ISM Code and ISPS Code documentation for such Collateral Vessel and its owner or manager, as appropriate, which shall be valid and unexpired;

(iv)       a certificate of ownership and encumbrance confirming registration of such Collateral Vessel under the law and flag of the applicable Acceptable Flag Jurisdiction, the record owner of the Collateral Vessel, the recording of a Collateral Vessel Mortgage on such Collateral Vessel in accordance with the law and flag of the applicable Acceptable Flag Jurisdiction, and all Liens of record (which shall be only Permitted Collateral Vessel Liens or Liens to be discharged on or prior to the Closing Date), such certificate to be issued not earlier than 30 days prior to the Closing Date, and reasonably satisfactory to the Administrative Agent; and

(v)        a report, addressed to and in form and scope reasonably acceptable to the Administrative Agent, from a firm of marine insurance brokers reasonably acceptable to the Administrative Agent (including Marsh and Willis), confirming the particulars and placement of the marine insurances covering the Collateral Vessels and their compliance with the provisions hereunder, the endorsement of loss payable clauses and notices of assignment on the policies, and containing such other confirmations and undertakings as are customary in the New York market.

(m)        Appointment of Process Agent. The Administrative Agent shall have received a duly executed letter evidencing the acceptance by the Co-Borrower of its appointment as agent for the service of process for each Loan Party, which acceptance shall be in form and substance reasonably satisfactory to the Administrative Agent.

(n)          No Material Adverse Effect. Since December 31, 2016, there shall not have occurred any event, change, effect, development, circumstance or condition that, either individually or in the aggregate, has caused or would reasonably be expected to cause a Material Adverse Effect.

(o)          Ratings. The Administrative Agent shall have received (i) a monitored public corporate rating and a monitored public corporate family rating for the Administrative Borrower from each of S&P and Moody’s, respectively, (ii) a ratings assessment letter from S&P with respect to the Administrative Borrower and (iii) a monitored public facility rating for the Loans from each of S&P and Moody’s.

124

(p)          Holdings Closing Date Cash Limit. After giving effect to the Transactions on the Closing Date (and all payments to be made in connection therewith on the Closing Date, including the payment of all fees and expenses), Holdings shall have no more than $5,000,000 in unrestricted cash and Cash Equivalents on hand to be used to pay its operating expenses (other than taxes) incurred in the ordinary course of business and other similar corporate overhead costs and expenses incurred in the ordinary course of its business.

(q)          Appraisals. The Administrative Agent shall have received a recent desktop appraisal of each Vessel prepared by an Approved Broker in form, scope and methodology reasonably acceptable to the Collateral Agent, addressed to the Collateral Agent and upon which the Administrative Agent, the Collateral Agent and the Lenders are expressly permitted to rely (it being understood and agreed that the appraisals from Charles B. Weber Company, Inc. dated March 10, 2017, which were received by the Administrative Agent pursuant to the Existing Credit Agreement, shall satisfy this condition).

Section 4.02       Conditions to All Credit Extensions. The obligation of each Lender and each Issuing Bank to make any Credit Extension (including the initial Credit Extensions on the Closing Date) shall be subject to, and to the satisfaction of, each of the conditions precedent set forth below.

(a)          Notice. The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) if Loans are being requested or, in the case of the issuance, amendment, extension or renewal of a Letter of Credit, the Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance, amendment, extension or renewal of such Letter of Credit as required by Section 2.18(b) or, in the case of the Borrowing of a Swingline Loan, the Swingline Lender and the Administrative Agent shall have received a Borrowing Request as required by Section 2.17(b).

(b)          NoDefault. Subject to clause (iv) of Section2.21(a), at the time of, and after giving effect to the making of, any Credit Extension and the use of proceeds thereof, no Default shall have occurred and be continuing.

(c)          Representations and Warranties. Subject to clause (iv) of Section 2.21(a), each of the representations and warranties made by any Loan Party set forth in Article III 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 date of such Credit Extension 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).

Each of the delivery of a Borrowing Request or notice requesting the issuance, amendment, extension or renewal of a Letter of Credit and the acceptance by the Borrowers of the proceeds of such Credit Extension shall constitute a representation and warranty by each Borrower and each other Loan Party that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions contained in this Section 4.02 have been satisfied.

125

ARTICLE V

AFFIRMATIVE COVENANTS

Each Loan Party covenants and agrees with the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest and premium (if any) on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full (or all such Letters of Credit shall have been Cash Collateralized), each Loan Party will, and each Loan Party will cause each of its Restricted Subsidiaries to:

Section 5.01       Financial Statements, Reports, etc.. Furnish to the Administrative Agent for distribution to the Lenders and, in the case of clauses (d) and (e) below, to the Collateral Agent:

(a)          Annual Reports. Within 90 days after the end of each fiscal year of Holdings and the Administrative Borrower, (i) the audited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, accompanied by an opinion of Ernst & Young LLP or other independent public accountants of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification or exemption), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings and its Subsidiaries as of the dates and for the periods specified in accordance with GAAP, (ii) management’s discussion and analysis of the financial condition, results of operations and cash flows of Holdings and its Subsidiaries for such fiscal year, as compared to the previous fiscal year, (iii) the unaudited consolidated balance sheet of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, accompanied by a certificate of a Financial Officer of the Administrative Borrower, stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the dates and for the periods specified in accordance with GAAP, and (iv) management’s discussion and analysis of the financial condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) for such fiscal year, as compared to the previous fiscal year;

126

(b)          QuarterlyReports. Within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Holdings and the Administrative Borrower, (i) the unaudited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such fiscal quarter and related consolidated statements of income, cash flows and stockholders equity for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with (x) the consolidated balance sheet as of the end of the immediately preceding fiscal year and (y) the consolidated statements of income, cash flows and stockholders equity for the comparable periods in the previous fiscal year, accompanied by a certificate of a Financial Officer of Holdings stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings and its Subsidiaries as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a)(i) of this Section 5.01, subject to normal year-end audit adjustments and the absence of footnotes, (ii) management’s analysis and discussion of the financial condition, results of operations and cash flows of Holdings and its Subsidiaries for such fiscal quarter and for the then elapsed portion of the fiscal year, (iii) the unaudited consolidated balance sheet of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the end of such fiscal quarter and related consolidated statements of income and cash flows for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with (x) the consolidated balance sheet as of the end of the immediately preceding fiscal year and (y) the consolidated statements of income and cash flows for the comparable periods in the previous fiscal year, accompanied by a certificate of a Financial Officer of the Administrative Borrower stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with the annual financial statements referred to in clause (iii) of Section 5.01(a), subject to normal year-end audit adjustments and the absence of footnotes, and (iv) management’s discussion and analysis of the financial condition, results of operations and cash flows of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) for such fiscal quarter and for the then elapsed portion of the fiscal year;

(c)          Monthly Reports. Within 30 days after the end of each fiscal month (other than the last fiscal month of any fiscal quarter) of Holdings and the Administrative Borrower (commencing with their respective fiscal month ending May 31, 2017), (i) the unaudited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such fiscal month and the related consolidated statement of income of Holdings and its Subsidiaries for such fiscal month and for the then elapsed portion of the fiscal year, in comparative form with (x) the consolidated balance sheet as of the end of the immediately preceding fiscal year and (y) the consolidated statement of income for the comparable periods in the previous fiscal year, accompanied by a certificate of a Financial Officer of Holdings stating that such financial statements fairly present, in all material respects, the consolidated financial condition and results of operations of Holdings and its Subsidiaries as of the date and for the periods specified in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) the unaudited consolidated balance sheet of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the end of such fiscal month and the related consolidated statement of income of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) for such fiscal month and for the then elapsed portion of the fiscal year, in comparative form with (x) the consolidated balance sheet as of the end of the immediately preceding fiscal year and (y) the consolidated statement of income for the comparable periods in the previous fiscal year, accompanied by a certificate of a Financial Officer of the Administrative Borrower stating that such financial statements fairly present, in all material respects, the consolidated financial condition and results of operations of the Administrative Borrower and its Subsidiaries (including, for purposes of this clause, the Restricted Parent Subsidiaries and their respective Subsidiaries) as of the date and for the periods specified in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(d)          [Reserved];

(e)          [Reserved];

127

(f)           Compliance Certificates. (i) Concurrently with any delivery of financial statements under Sections 5.01(a), (b) and (c), a Compliance Certificate certifying that no Default exists or, if a Default does exist and is continuing, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) concurrently with any delivery of financial statements under Section5.01(a) or (b), a Compliance Certificate setting forth (x) computations in reasonable detail and reasonably satisfactory to the Administrative Agent demonstrating the calculation of the Available Amount as at the end of such fiscal year or fiscal quarter, as the case may be, and any utilizations of the Available Amount during such fiscal year or fiscal quarter, as the case may be, as well as the aggregate utilization thereof since the Closing Date, (y) a list of all Collateral Vessels, Excluded Vessels, Immaterial Subsidiaries and Unrestricted Subsidiaries as of the end of such fiscal year or fiscal quarter, as the case may be, and (z) computations in reasonable detail and reasonably satisfactory to the Administrative Agent demonstrating compliance with the Loan to Value Test as at the end of such fiscal year or fiscal quarter, as the case may be, and (iii) concurrently with any delivery of financial statements pursuant to Section 5.01(a), computations in reasonable detail and reasonably satisfactory to the Administrative Agent demonstrating the Administrative Borrower’s calculation of the Excess Cash Flow and the amount of the respective payment pursuant to Section2.10(b)(v) for the respective Excess Cash Flow Period;

(g)          Consolidating Financial Statements. Concurrently with the delivery of any consolidated financial statements of the Administrative Borrower pursuant to Sections 5.01(a), (b) and (c), the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements;

(h)          Management Letters. Promptly after the receipt thereof by any Company, a copy of any “management letter” received by any such person from its certified public accountants and the management’s responses thereto;

(i)          Budgets. No later than 45 days following the first day of each fiscal year of the Administrative Borrower, a budget (statements of income) in form reasonably satisfactory to the Administrative Agent prepared by the Administrative Borrower for each fiscal month of such fiscal year prepared in detail of the Administrative Borrower and its Restricted Subsidiaries, with appropriate presentation and discussion in reasonable detail of the principal assumptions upon which such budget is based, accompanied by a certificate of a Financial Officer of the Administrative Borrower certifying that the budget is a reasonable estimate for the periods covered thereby;

(j)          Other Reports and Filings. Promptly after the filing or delivery thereof, copies all financial information, proxy materials and reports, if any, which any Company shall publicly file with the SEC or deliver to the holders (or any trustee, agent or other representative therefor) of the Administrative Borrower’s or any of its Restricted Subsidiaries’ material Indebtedness pursuant to the terms of the documentation governing such Indebtedness, in each case, to the extent that any such information, proxy materials or reports are not independently delivered pursuant to this Agreement;

(k)           Environmental Information. At any time that any Company has breached the representation and warranty in Section 3.19, is not in compliance with Section 5.09(a) or has delivered a notice pursuant to Section 5.02(e), provide, at the Borrowers’ sole expense and at the request of the Administrative Agent, either (a) an environmental site assessment report concerning the Real Property owned, leased or operated by such Company that is the subject of any such breach, noncompliance or notice, prepared by an environmental consulting firm reasonably approved by the Administrative Agent, provided that if the Borrowers fail to provide the same within 45 days after such request was made, the Administrative Agent may order the same at any time thereafter if the Borrowers are not diligently pursuing the completion of such report, the cost of which shall be borne by the Borrowers, and in such case the respective Loan Party shall grant and hereby grants to the Administrative Agent and the Lenders and their respective agents reasonable access to such Real Property and specifically grant the Administrative Agent and the Lenders a license to undertake such an assessment at any reasonable time upon reasonable notice to the Administrative Borrower, all at the sole expense of the Borrowers; or (b) copies of the reports of the United States Coast Guard, Environmental Protection Agency and National Transportation Safety Board, and of any applicable state or foreign agency, if and when issued, concerning such breach, noncompliance or notice if related to a Vessel or Chartered Vessel owned, chartered to or operated by such Company; and

128

(l)           Other Information. Promptly, from time to time, such other information regarding the operations, business affairs and financial condition of any Company, or compliance with the terms of any Loan Document, or the environmental condition of any Vessel, Chartered Vessel or Real Property, as the Administrative Agent, the Collateral Agent or any Lender may reasonably request. Each Lender acknowledges that the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to in this Section5.01, and in any event shall have no responsibility to monitor compliance by any Loan Party with any such request for delivery, and each Lender shall be solely responsible for requesting delivery (from the Administrative Agent) of or maintaining its copies of such documents:

Each Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.01 or otherwise are being distributed through a Platform, any document or notice that the Administrative Borrower has indicated contains Material Non-Public Information shall not be posted on that portion of the Platform designated for such Public Lenders. Holdings and the Administrative Borrower agree to clearly designate all information provided to the Administrative Agent by or on behalf of the Administrative Borrower which is suitable to make available to Public Lenders. If Holdings or the Administrative Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains Material Non- Public Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive Material Non-Public Information with respect to Holdings, the Administrative Borrower, their respective Subsidiaries and their respective securities.

Section 5.02       Litigation and Other Notices. Furnish to the Administrative Agent and each Lender written notice of the following promptly (and, in any event, within five Business Days of obtaining knowledge thereof):

(a)          any Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b)          the filing or commencement of, or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company that has had, or would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;

(c)          any event, change, effect, development, circumstance, or condition that has resulted, or would reasonably be expected to result, in a Material Adverse Effect;

(d)          the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;

129

(e)          the receipt by any Company of any notice of any Environmental Claim, violation by any Company of Environmental Law, or knowledge by any Company that there exists a condition that has resulted, or would reasonably be expected to result, in an Environmental Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, violations, conditions and liabilities the consequence of which would not be reasonably expected to result in a Material Adverse Effect; and

(f)           (i) the incurrence of any Lien (other than Permitted Liens) on, or claim assessed against, all or any material portion of the Collateral or (ii) the occurrence of any other event which would reasonably be expected to materially and adversely affect all or a material portion of the Collateral.

Section 5.03       Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence and all rights, franchises, licenses, privileges, permits, Governmental Approvals and Intellectual Property, except (x) as otherwise permitted under the Loan Documents or (y) other than in the case of the legal existence of any Loan Party, to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

(b)          Except as otherwise permitted under any Loan Document, do or cause to be done all things necessary to obtain, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material tangible properties used or useful in the business of the Restricted Parties and from time to time will make, or cause to be made, all appropriate repairs, renewals and replacements thereof.

Section 5.04       Insurance. (a) Keep its insurable property adequately insured at all times by financially sound and reputable insurers; maintain such other insurance with financially sound and reputable insurers, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations, including insurance with respect to Mortgaged Properties and the Vessels, Chartered Vessels and other properties material to the business of the Restricted Parties against such casualties and contingencies and of such types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same or similar locations, or as otherwise required by any Legal Requirements; provided, however, in addition to the requirements set forth above in this sentence, the Restricted Parties will at all times cause at least the Required Insurance to be maintained with respect to the Collateral Vessels.

(b)          All general property insurance policies and general liability insurance policies (in each case, with an individual policy value in excess of $1,000,000, except with respect to insurance related to the Vessels (which are covered by clause (c) below)) maintained by a Loan Party shall (i) provide that no cancellation, material reduction in amount or material reduction in coverage thereof shall be effective until at least 14 days (or 10 days in the case of non-payment of premium) after receipt by the Collateral Agent of written notice thereof (or if such provision is not customary in the overseas insurance market, notice as soon as reasonably practicable), and (ii) name the Collateral Agent as loss payee (in the case of general property insurance) (or comparable language customary in the overseas insurance market) or additional insured on behalf of the Secured Parties (in the case of general liability insurance) (or comparable language customary in the overseas insurance market), as applicable; provided, however, that war risk insurance shall be subject to customary automatic termination of cover provisions in accordance with market practice.

(c)          Cause the Insurance Deliverables Requirement to be satisfied at all times.

130

(d)          Notify the Administrative Agent and the Collateral Agent as soon as reasonably practicable whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section5.04 is taken out by (or on behalf of) any Restricted Party; and promptly as soon as reasonably practicable deliver to the Administrative Agent and the Collateral Agent a copy of such policy or policies.

(e)          With respect to any Mortgaged Property, obtain flood insurance in such total amount as the Administrative Agent or the Required Lenders may from time to time reasonably require, if at any time the area in which any improvements located on any Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the Flood Laws and Regulation H of the Board of Governors.

(f)           No Restricted Party that is an owner or charterer of any Vessel or Chartered Vessel will take any action that is reasonably likely to be the basis for termination, revocation or denial of any material insurance coverage required to be maintained under the Loan Documents in respect of any Vessel or Chartered Vessel or that could reasonably be the basis for a defense to any material claim under any insurance policy maintained in respect of the Vessels and Chartered Vessels, and the Restricted Parties shall otherwise comply in all material respects with all insurance policies in respect of the Vessels and Chartered Vessels. At no time on or after the Closing Date shall Holdings or any Unrestricted Subsidiary of Holdings that is not a Subsidiary of the Administrative Borrower directly own or charter any Vessel or Chartered Vessel.

Section 5.05      Obligations and Taxes. (a) Pay and discharge promptly when due all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful material claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien (other than a Permitted Lien) upon such properties or any part thereof; provided, that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP, and (ii) such contest operates to suspend collection of the contested Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien.

(b)          Timely and correctly file all federal, state, foreign and other material Tax Returns required to be filed by it.

(c)          No Borrower intends to treat the Loans as being a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4. In the event any Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof.

(d)          Pay, perform and observe all of the terms and provisions of its Indebtedness and other contractual obligations promptly and in accordance with their respective terms except to the extent any failure to pay, perform or observe any such Indebtedness or other contractual obligations either would not constitute a Default or would not be reasonably expected to result in a Material Adverse Effect.

131

Section 5.06      Employee Benefits. (a) Comply with all applicable Legal Requirements, including the applicable provisions of ERISA, those relating to any Non-U.S. Plan and the Code, with respect to all Employee Benefit Plans and, as applicable, all Non-U.S. Plans, except where such non- compliance would not be reasonably expected to result in a Material Adverse Effect and (b) furnish to the Administrative Agent, upon request, copies of (i) annual report (Form 5500 Series) filed by any Company or any of its ERISA Affiliates with the Employee Benefits Security Administration with respect to each Pension Plan sponsored or maintained by any Company, (ii) the most recent actuarial valuation report for each such Pension Plan or Non-U.S. Plan, (iii) all notices received by any Company or any of its Subsidiaries from a Multiemployer Plan sponsor or any governmental agency concerning an ERISA Event, (iv) such other information, documents or governmental reports or filings related to any Pension Plan, Non-U.S. Plan or Multiemployer Plan as the Administrative Agent shall reasonably request, (v) any Financial Support Direction or Contribution Notice received by Holdings or a Subsidiary of Holdings, and (vi) any warning notice or other document or letter received by Holdings or a Subsidiary of Holdings from the Pensions Regulator, that may lead to the issue of a Financial Support Direction or a Contribution Notice.

Section 5.07       Maintaining Records; Access to Properties and Inspections; Quarterly Lender Calls. (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Legal Requirements are made of all dealings and transactions in relation to its business and activities (including accurate and complete records of its Pool Financing Receivables and all payments and collection thereon). Each Company will permit any representatives designated by the Administrative Agent and the Collateral Agent upon two Business Days’ advance notice, during normal business hours, and not more than twice during any fiscal year of Holdings or the Administrative Borrower (unless an Event of Default exists) to visit and inspect the financial records and the property of such Company and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent and the Collateral Agent to discuss the affairs, finances, accounts and condition of any Company with the officers and employees thereof and advisors thereof (including independent accountants thereof); provided, however, nothing in this Section5.07(a) either shall limit the rights of the Administrative Agent and the Collateral Agent, or the obligations of the Loan Parties, under Section 5.13.

(b)          Within 60 days after the close of each fiscal quarter of the Administrative Borrower (or within 120 days after the close of the fourth fiscal quarter of the Administrative Borrower in any fiscal year of the Administrative Borrower), host a conference call (the cost of which conference call is to be paid by the Borrowers) with representatives of the Administrative Agent and all Lenders who choose to attend such conference call upon reasonable prior notice to be held at such time as reasonably agreed by the Administrative Borrower and the Administrative Agent, at which conference call shall be reviewed the financial results of the previous fiscal quarter and the year-to-date financial condition of the Companies and the budgets presented for the current fiscal year of the Administrative Borrower; provided, however, at the request of the Administrative Agent, in lieu of a conference call in respect of the fourth fiscal quarter of any fiscal year of the Administrative Borrower, the Administrative Borrower instead shall hold a meeting (at a mutually agreeable location and time) with all Lenders who choose to attend such meeting.

Section 5.08       Use of Proceeds. Use the proceeds of the Loans only for the purposes set forth in Section3.12 and request the issuance of Letters of Credit only in accordance with (and for purposes set forth in) Section 3.12.

Section 5.09        Compliance with Environmental Laws and other Legal Requirements.

(a)          Comply, and use commercially reasonable efforts to cause all third party lessees and other persons occupying its properties to comply, with all Environmental Laws applicable to its operations and properties; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any remedial action required by Environmental Laws; provided, however, that no Company shall be required to take any of the foregoing actions in this Section 5.09 to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

132

(b)          Comply with all other Legal Requirements of, and all applicable restrictions imposed by, all Governmental Authorities in respect of the conduct of its business and the ownership of its property, except for such non-compliance as would not reasonably be expected to have a Material Adverse Effect.

Section 5.10       Additional Collateral; Additional Guarantors.  (a) Subject to this Section5.10, with respect to (x) any property acquired after the Closing Date (other than Excluded Collateral) by any Borrower or any Subsidiary Guarantor and (y) any property constituting Equity Interests of the Administrative Borrower or any Restricted Parent Subsidiary or Restricted Parent Joint Venture (unless constituting Excluded Collateral) or any intercompany Indebtedness owed to Holdings by any of the Restricted Parties, in each case, that is intended to be subject to the Lien created by any of the Security Documents but is not so subject, promptly (and in any event (A) within 30 days after the acquisition thereof (as such date may be extended by the Administrative Agent in its sole discretion) or (B) with respect to SPV VLCC Parent, SPV VLCC Unrestricted Subsidiary and the SPV VLCC Vessel Owners, within 30 days after the repayment in full of the Indebtedness outstanding under the Sinosure Facility Agreement (other than contingent obligations not yet then due and payable) (as such date may be extended by the Administrative Agent in its sole discretion)) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, (ii) to the extent reasonably requested by the Administrative Agent, deliver opinions of counsel to the Loan Parties in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, and (iii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Documents in accordance with all applicable Legal Requirements, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent and with respect to any material registered United States trademarks and United States patents, United States trademark and patent applications and United States registered copyrights included in the Intellectual Property Collateral, the filing of short-form Intellectual Property security agreements or supplements thereto in the United States Patent and Trademark Office or the United States Copyright Office, as applicable; provided, however, that neither any Borrower nor any Guarantor shall be required to take any actions to perfect any Liens in Collateral consisting of Intellectual Property (x) arising, protected or otherwise existing in any jurisdiction outside of the United States or (y) that is not material Intellectual Property. The Borrowers and the other Loan Parties shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Security Documents against such after-acquired properties.

133

(b)          With respect to any person that becomes a direct or indirect Subsidiary of Holdings after the Closing Date, promptly (and in any event (A) within 30 days after such person becomes a direct or indirect Subsidiary of Holdings (as such date may be extended by the Administrative Agent in its sole discretion), (B) with respect to SPV VLCC Parent (x) with respect to the actions described in clause (i) below, on or prior to the Second Amendment Effective Date and (y) with respect to the actions described in clause (ii) below, within 30 days after the repayment in full of the Indebtedness outstanding under the Sinosure Facility Agreement (other than contingent obligations not yet then due and payable) (as such date may be extended by the Administrative Agent in its sole discretion) or (C) with respect to SPV VLCC Unrestricted Subsidiary and SPV VLCC Vessel Owners, within 30 days after the repayment in full of the Indebtedness outstanding under the Sinosure Facility Agreement (other than contingent obligations not yet then due and payable) (as such date may be extended by the Administrative Agent in its sole discretion)) (i) deliver to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by a Borrower or a Guarantor (except to the extent constituting Excluded Collateral), together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Loan Party, together with undated instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and (ii) in the case such Subsidiary is a Wholly Owned Restricted Subsidiary (other than an Excluded Subsidiary), cause such new Wholly Owned Restricted Subsidiary to (A) execute a Joinder Agreement to become a Subsidiary Guarantor and a party to the Security Agreement, (B) deliver to the Administrative Agent an opinion or opinions of counsel to such Wholly Owned Restricted Subsidiary in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (C) take all actions necessary or advisable in the opinion of the Administrative Agent and the Collateral Agent to cause the Lien created by the applicable Security Documents to be duly perfected to the extent required by such Security Documents in accordance with all applicable Legal Requirements, including the filing of financing statements (or equivalent registrations) in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent and with respect to any material registered United States trademarks and United States patents, United States trademark and patent applications and United States registered copyrights included in the Intellectual Property Collateral, the filing of short-form Intellectual Property security agreements in the United States Patent and Trademark Office or the United States Copyright Office, as applicable; provided, however, that no such Subsidiary shall be required to take any actions to perfect any Liens in Collateral consisting of Intellectual Property (x) arising, protected or otherwise existing in any jurisdiction outside of the United States or (y) that is not material Intellectual Property.

(c)          With respect to any person that is or becomes a Subsidiary of a Borrower or a Guarantor after the Closing Date, promptly (and in any event within 30 days after such person becomes a Subsidiary (as such date may be extended by the Administrative Agent in its sole discretion)) execute and deliver (or cause such Subsidiary to execute and deliver) to the Collateral Agent a counterpart to the Intercompany Subordination Agreement.

(d)          Promptly grant to the Collateral Agent (and in any event (A) within 90 days of the acquisition thereof unless extended by the Administrative Agent in its reasonable discretion or (B) with respect to the SPV VLCC Parent, the SPV VLCC Unrestricted Subsidiary and the SPV VLCC Vessel Owners, within 90 days after the repayment in full of the Indebtedness outstanding under the Sinosure Facility Agreement (other than contingent obligations not yet then due and payable) unless extended by the Administrative Agent in its reasonable discretion) a Mortgage on each Real Property owned in fee by such Borrower or Guarantor as is acquired by such Borrower or Guarantor after the Closing Date and that, together with any improvements thereon, individually has a Fair Market Value in excess of $10,000,000 as additional security for the Secured Obligations (unless the subject property constitutes Excluded Collateral). Such Mortgages shall constitute valid and enforceable (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) perfected First Priority Liens subject only to Permitted Liens. The Mortgages or instruments related thereto shall be duly recorded or filed by the Administrative Agent in such manner and in such places as are required by applicable Legal Requirements to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Borrower or Guarantor shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall reasonably require to confirm the validity, enforceability, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including with respect to each Mortgage, a Mortgage Policy insuring the Lien of such Mortgage as a valid First Priority mortgage Lien subject to Permitted Liens on the Mortgaged Property and fixtures described therein in an amount reasonably satisfactory to the Administrative Agent (but not to exceed the Fair Market Value of such Mortgaged Property), a survey (in form and substance sufficient for the title insurance company to remove the standard survey exceptions from the Mortgage Policy and issue the title endorsements reasonably requested by the Administrative Agent) and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent) in respect of such Mortgage) and shall take such actions relating to insurance with respect to such after-acquired Real Property and execute and/or deliver to the Administrative Agent such insurance certificates and other documentation (including with respect to title, flood certifications and evidence of flood insurance), in each case in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent shall reasonably request.

134

(e)           If, at any time, either (x) an Excluded Subsidiary no longer constitutes an Excluded Subsidiary pursuant to the definition thereof or (y) the aggregate total assets or total revenues of one or more Immaterial Subsidiaries exceeds the thresholds set forth in the definition thereof, cause such Excluded Subsidiary (in the case of preceding clause (x)) or one or more Excluded Subsidiaries selected by the Administrative Borrower to the extent not otherwise an Excluded Subsidiary (other than by virtue solely of clause (b) of the definition thereof) (in the case of preceding clause (y)) to take the actions specified above in this Section 5.10 on the basis that each such Excluded Subsidiary ceased to be an Excluded Subsidiary hereunder, in each case to the extent that such Excluded Subsidiary is a Wholly Owned Restricted Subsidiary of the Administrative Borrower; provided, however, in the case of preceding clause (y), such actions shall only be required to the extent that, after giving effect to such actions, the aggregate total assets and total revenues of all then remaining Immaterial Subsidiaries do not exceed the thresholds set forth in the second sentence of the definition thereof.

(f)          Promptly after, and in any event within (x) 45 days (as such date may be extended by the Administrative Agent in its sole discretion) of, (i) the acquisition by a Borrower or a Subsidiary Guarantor of a vessel after the Closing Date (other than an Excluded Vessel), (ii) any person that owns a vessel (other than a vessel that would be an Excluded Vessel) becoming a Subsidiary Guarantor hereunder after the Closing Date or (iii) any Excluded Vessel of a Borrower or a Subsidiary Guarantor ceasing to be an Excluded Vessel or (y) or, with respect to the SPV VLCC Vessels, within 45 days after the repayment in full of the Indebtedness outstanding under the Sinosure Facility Agreement (other than contingent obligations not yet then due and payable) (as such date may be extended by the Administrative Agent in its sole discretion), grant to the Mortgage Trustee a security interest in and Collateral Vessel Mortgage on such Vessel (which shall be registered in an Acceptable Flag Jurisdiction). Such Collateral Vessel Mortgage shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Mortgage Trustee and shall satisfy the provisions of the Vessel Collateral Requirements and such Collateral Vessel Mortgage shall constitute a valid and enforceable perfected First Priority Lien subject only to Permitted Collateral Vessel Liens related thereto.

Section 5.11       Security Interests; Further Assurances. (a) Promptly upon the reasonable request of the Administrative Agent or the Collateral Agent, at the sole cost and expense of the Loan Parties, (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral intended to be covered by the Security Documents, subject to no other Liens except Permitted Liens (or, in the case of Collateral Vessels, Permitted Collateral Vessel Liens), or obtain any consents or waivers as may be necessary or appropriate in connection therewith and (ii) without limiting the generality of the foregoing, execute, if required, and file, or cause to be filed, such financing or continuation statements under the UCC, or amendments thereto, such amendments or supplements to the Collateral Vessel Mortgages (including any amendments required to maintain the Liens granted by such Collateral Vessel Mortgages), and such other instruments or notices, as may be reasonably necessary, or that the Administrative Agent or the Collateral Agent may reasonably require (subject to any limitations that may be set forth in the Security Documents), to protect and preserve the Liens granted or purported to be granted by the Security Documents. Notwithstanding the foregoing, with respect to Intellectual Property, the Borrowers and Subsidiary Guarantors shall only be required to file and record short-form Intellectual Property security agreements with respect to any material registered United States trademarks and United States patents, United States trademark and patent applications and United States registered copyrights included in the Intellectual Property Collateral in the United States Patent and Trademark Office or in the United States Copyright Office, as applicable (it being understood, without limiting the foregoing, that the Borrowers and Subsidiary Guarantors shall not be obligated to take any actions to perfect any Liens in the Collateral that is Intellectual Property arising, protected or otherwise existing under the laws of any jurisdiction outside of the United States).

135

(b)          If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by any Legal Requirements to have appraisals prepared in respect of the Real Property of any Borrower or Subsidiary Guarantor constituting Collateral, the Borrowers and the Subsidiary Guarantors shall arrange for the Administrative Agent (at such Loan Parties’ expense) to obtain appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent.

(c)          At the reasonable written request of any counterparty to a Bank Product Agreement entered into after the Closing Date, the applicable Loan Party shall promptly execute an amendment to each Collateral Vessel Mortgage confirming that the obligations under such Bank Product Agreement are Secured Obligations under each Collateral Vessel Mortgage, and cause the same to be promptly and duly recorded, and such amendment shall be in form and substance reasonably satisfactory to the Administrative Agent.

Section 5.12       Certain Information Regarding the Loan Parties. (a) Furnish 30 days prior (or such shorter period acceptable to the Administrative Agent in its sole discretion) written notice to the Administrative Agent of any change (i) in any Loan Party’s legal name, (ii) in the location of any Loan Party’s chief executive office, (iii) in any Loan Party’s organizational structure, (iv) in any Loan Party’s Federal Taxpayer Identification number or organizational identification number, if any, (v) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), or (vi) any change in the Acceptable Flag Jurisdiction of a Collateral Vessel to a different Acceptable Flag Jurisdiction. Each Loan Party agrees not to effect any change referred to in the immediately preceding sentence unless, within five Business Days after such change (or such longer period acceptable to the Administrative Agent in its sole discretion), all filings have been made under the UCC or otherwise that are required (x) for the Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable, and (y) in the case of a Collateral Vessel, to ensure that the Vessel Collateral Requirements remain satisfied with respect to such Collateral Vessel. Each Loan Party shall promptly provide the Administrative Agent with certified Organizational Documents reflecting any of the changes described in the first sentence of this Section 5.12.

136

Section 5.13        Appraisals. The Borrowers agree that:

(a)          the Collateral Agent and the Administrative Agent (and their respective agents, representatives and consultants) shall be permitted to obtain from time to time Vessel Appraisals by Approved Brokers of the Collateral Vessels (and related assets); provided, that (i) the Collateral Agent and the Administrative Agent shall only be permitted to obtain two Vessel Appraisals (or, in the discretion of the Administrative Agent or the Collateral Agent, three Vessel Appraisals) in the aggregate for each Collateral Vessel at the Borrowers’ expense in any 12 month period and (ii) during the existence and continuation of an Event of Default, there shall be no limit on the number of additional Vessel Appraisals of each Collateral Vessel that the Collateral Agent and the Administrative Agent may obtain at the Borrowers’ expense in any 12 month period; and

(b)          the Collateral Agent and the Administrative Agent (and their respective agents, representatives and consultants) shall be permitted to obtain one appraisal of each of the FSO JV Equity Interests and, prior to the SPV VLCC Designations, the SPV VLCC Parent Equity Interests in any 12 month period at the Borrowers’ expense; provided that, subject to clause (b) of the proviso to the definition of “Fair Market Value” contained herein, (A) no delivery of any appraisal of the FSO JV Equity Interests shall be required prior to date on which the Compliance Certificate is required to be delivered to the Administrative Agent pursuant to Section 5.01(f)(ii)(x) for the fiscal year ended December 31, 2017 (and with the first such appraisal to be delivered with the annual financial statements delivered pursuant to Section 5.01(a) in respect of the fiscal year ending December 31, 2017) and (B) no delivery of any appraisal of the SPV VLCC Parent Equity Interests shall be required prior to date on which the Compliance Certificate is required to be delivered to the Administrative Agent pursuant to Section 5.01(f)(ii)(x) for the fiscal year ended December 31, 2018 (and with the first such appraisal to be delivered with the annual financial statements delivered pursuant to Section 5.01(a) in respect of the fiscal year ending December 31, 2018); provided further, however, that during the existence and continuation of an Event of Default, there shall be no limit on the number of additional appraisals of the FSO JV Equity Interests or, prior to the SPV VLCC Designations, the SPV VLCC Parent Equity Interests that the Collateral Agent and the Administrative Agent may obtain at the Borrowers’ expense in any 12 month period (including in respect of the period prior to the delivery of such Compliance Certificate in respect of the fiscal year ending December 31, 2017 or December 31, 2018,    as applicable).

None of the Collateral Agent, the Administrative Agent and the Lenders shall have any duty to any Loan Party to make any appraisal, nor to share any results of any such appraisal or report with any Loan Party. Each of the Loan Parties acknowledges that all appraisals and reports described in this Section5.13 are obtained by the Collateral Agent, the Administrative Agent and the Lenders for their purposes and the Borrowers shall not be entitled to rely upon them.

Section 5.14        Deposit Accounts; Securities Accounts.

(a)          Within 90 days following the Closing Date (as such date may be extended by the Administrative Agent in its sole discretion), the Borrowers and the Subsidiary Guarantors shall (i) have provided an updated Part A and Part B of Schedule 3.27, reflecting true, correct and complete list of their respective Deposit Accounts and Securities Accounts that are Specified Accounts and Excluded Accounts at such time, (ii) have caused each Deposit Account Bank and each Securities Intermediary with whom a Controlled Account is maintained to enter into a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, and (iii) have deposited (and thereafter continue to deposit) in a Specified Account all cash received by them in respect of any Collateral. Except to the extent permitted by the immediately preceding sentence, the Borrowers and the Subsidiary Guarantors shall not establish or maintain any Specified Account unless a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, has been entered into or such Specified Account is a Non-Controlled Account. Each Restricted Party shall instruct all account debtors of such Restricted Party to remit all payments in Dollars to the appropriate Specified Account. All amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party shall upon receipt be deposited into a Specified Account. At no time shall any Restricted Party (x) instruct any account debtor of such Restricted Party to remit any payments to a Deposit Account or Securities Account of Holdings and, to the extent that any such payments are received in a Deposit Account or Securities Account of Holdings, Holdings shall transfer such amounts within five Business Days to a Specified Account of the Administrative Borrower or (y) deposit any amounts received by any Restricted Party in respect of any account of an account debtor of any Restricted Party into a Deposit Account or Securities Account of Holdings.

137

(b)          In the event that (i) any Borrower, any Subsidiary Guarantor or any Deposit Account Bank or Securities Intermediary at a financial institution at which a Controlled Account is open, in either case shall terminate a Deposit Account Control Agreement or a Securities Account Control Agreement for any reason or (ii) the Collateral Agent shall demand such termination as a result of the Deposit Account Bank or the Securities Intermediary at which a Controlled Account is open to fail to comply with the applicable Security Document or this Section 5.14, the applicable Loan Party shall notify all of its obligors that were making payments to such terminated Controlled Account, to make all future payments to another Controlled Account of the Administrative Borrower or a Subsidiary Guarantor in which a Deposit Account Control Agreement or Securities Account Control Agreement is in effect.

(c)          The parties hereto hereby acknowledge, confirm and agree that the implementation of the cash management arrangements contemplated herein is a contractual right provided to the Agents and the Lenders hereunder in order for the Agents and the Lenders to manage and monitor their collateral position and not a proceeding for enforcement or recovery of a claim, or pursuant to, or an enforcement of, any security or remedies whatsoever, that the cash management arrangements contemplated herein are critical to the structure of the lending arrangements contemplated herein, that the Lenders are relying on the Loan Parties’ acknowledgement, confirmation and agreement with respect to such cash management arrangements in making accommodations of credit available to the Borrowers.

Section 5.15       Post-Closing Matters. Execute and deliver the documents and complete the tasks set forth on Schedule 5.15, in each case within the time limits specified therein. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the parties hereto acknowledge and agree that, at all times prior to the applicable time limits specified on such Schedule 5.15, all conditions precedent and representations contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described on Schedule 5.15 within the time periods required thereon, rather than as elsewhere provided in the Loan Documents).

Section 5.16        Flag of Vessel; Vessel Classifications; Operation of Vessels.

(a)          Each Restricted Party which owns, charters by demise or operates a Vessel or Chartered Vessel will remain qualified in all material respects to own and operate such Vessel or Chartered Vessel under the laws of the Acceptable Flag Jurisdiction in which such Vessel or Chartered Vessel is registered.

(b)          Each Restricted Party which owns, charters by demise or operates a Vessel or Chartered Vessel will (i) comply with and satisfy all applicable Legal Requirements of the applicable Acceptable Flag Jurisdiction (in the case of a Vessel) or the flag of such vessel (in the case of a Chartered Vessel) in order that such Vessel or Chartered Vessel shall continue to be registered pursuant to the laws of such Acceptable Flag Jurisdiction or flag, as appropriate and (ii) not do or allow to be done anything whereby such registration is or would reasonably be expected to be forfeited, unless the failure to comply with such Legal Requirements or obtain such registration for such Vessel or Chartered Vessel would not reasonably be expected have a Material Adverse Effect.

138

(c)           Each Restricted Party which owns, charters by demise or operates a Vessel or Chartered Vessel will ensure that each Vessel or Chartered Vessel is in all respects seaworthy and fit for its intended service and maintains its classification in effect as of the Closing Date (or a higher classification) or is classed in the highest class available for vessels of its age and type with an Approved Classification Society free of any overdue conditions or recommendations affecting class, unless the failure to maintain such seaworthiness or to remain fit for its intended service or obtain such classification or the existence of any overdue conditions or recommendations affecting class would not reasonably be expected to have a Material Adverse Effect or result in any suspensions, discontinuances or withdrawal of class.

(d)          Each Restricted Party which owns, charters by demise or operates a Vessel or Chartered Vessel will submit such Vessel or Chartered Vessel to such surveys as may be required for classification purposes and, upon the reasonable written request of the Administrative Agent, supply to the Administrative Agent copies of all such survey reports and classification certificates issued in respect thereof.

(e)          Each Restricted Party which owns, charters by demise or operates a Vessel or Chartered Vessel will promptly pay and discharge all tolls, dues, taxes, assessments, governmental charges, fines, penalties, debts, damages and liabilities whatsoever which have given or may give rise to maritime or possessory Liens (other than Permitted Collateral Vessel Liens) on, or claims (other than Permitted Collateral Vessel Liens) enforceable against, such Vessel or Chartered Vessel other than any of the foregoing (i) being contested in good faith and diligently by appropriate proceedings, and, in the event of arrest of any Vessel or Chartered Vessel pursuant to legal process, or in the event of its detention in exercise or purported exercise of any such Lien or claim as aforesaid, procure, if possible, the release of such Vessel or Chartered Vessel from such arrest or detention forthwith upon receiving notice thereof by providing bail or otherwise as the circumstances may require, (ii) Liens incurred or placed on Chartered Vessels by their respective owners to the extent permitted by the terms of the respective charter (“Permitted Chartered Vessel Liens”), or (iii) which would not reasonably be expected to have a Material Adverse Effect.

(f)           Each Restricted Party which owns, charters by demise or operates a Vessel or Chartered Vessel will maintain a valid Certificate of Financial Responsibility (Oil Pollution) issued by the United States Coast Guard pursuant to the Federal Water Pollution Control Act to the extent that such certificate may be required by applicable Legal Requirements for any Vessel or Chartered Vessel and such other similar certificates as may be required in the course of the operations of any Vessel or Chartered Vessel pursuant to the International Convention on Civil Liability for Oil Pollution Damage of 1969, or other applicable Legal Requirements (including the ISM Code and the ISPS Code).

(g)          Promptly after, and in any event within 45 days after, (i) the acquisition by a Restricted Party of a vessel after the Closing Date, (ii) any person that owns a vessel becomes a Subsidiary Guarantor hereunder after the Closing Date or (iii) any change of the documented owner, name or official number, of a Vessel, (x) the Administrative Borrower shall provide the Administrative Agent with the name, documented owner, official number and, if such Vessel is a Collateral Vessel, the applicable Subsidiary Guarantors shall take such action as the Mortgage Trustee may reasonably request to ensure the Mortgage Trustee has a valid and perfected preferred mortgage Lien thereon and (y) in the case of preceding clauses (i) and (ii) as they relate to a Collateral Vessel, the Administrative Agent shall (at the Borrowers’ or Subsidiary Guarantors’ expense and reasonable request) cooperate with the Administrative Borrower to record any filings that are required to ensure that the Vessel Collateral Requirements are satisfied.

139

(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.

Section 5.17        Designation of Subsidiaries.

(a)          The Board of Directors of the Administrative Borrower may at any time designate any Restricted Subsidiary of the Administrative Borrower (other than the Co-Borrower or, at any time the direct parent of the SPV VLCC Parent is not the Administrative Borrower, the direct parent of the SPV VLCC Parent) to be an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary of the Administrative Borrower (provided, that with respect to the SPV VLCC Parent, the SPV VLCC Unrestricted Subsidiary and the SPV VLCC Vessel Owners, within 10 Business Days after the repayment in full of the Indebtedness outstanding under the Sinosure Facility Agreement (other than contingent obligations not yet then due and payable) (as such date may be extended by the Administrative Agent in its sole discretion), the Board of Directors of the Administrative Borrower shall designate each such Person as a Restricted Subsidiary of the Administrative Borrower (such designations, the “SPV VLCC Designations”)); provided that (i) immediately before and after such designation (or re-designation), no Default shall have occurred and be continuing, (ii) in the case of the designation of a Subsidiary as an Unrestricted Subsidiary, (x) the Subsidiary to be so designated does not (directly, or indirectly, through its Subsidiaries) at such time own any Equity Interests or Indebtedness of, or own or hold any Lien on any property of, Holdings, the Administrative Borrower or any of its Restricted Subsidiaries and (y) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Sections 6.04(n) and/or (o), (iii) in the case of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary, before and after giving effect to such designation, the total assets of all Unrestricted Subsidiaries (excluding intercompany accounts with other Unrestricted Subsidiaries to be so designated at such time and investments in Subsidiaries of such Unrestricted Subsidiaries to be so designated at such time) shall be less than 5.00% of Consolidated Total Assets, and (iv) in the case of the designation (or re-designation, as the case may be) of an Unrestricted Subsidiary as a Restricted Subsidiary of the Administrative Borrower, the incurrence of Indebtedness and Liens resulting from the designation (or re-designation, as the case may be) of such Unrestricted Subsidiary as a Restricted Subsidiary as described in the second succeeding sentence is permitted by Sections 6.01 and Section 6.02; provided, further, that (x) no Restricted Subsidiary may be designated as an Unrestricted Subsidiary if it is a “restricted subsidiary” immediately after giving effect to any such designation hereunder and any other contemporaneous designation under any Refinancing Notes Indenture or any Additional Permitted Unsecured Debt and (y) no Subsidiary of Holdings that is not also a Subsidiary of the Administrative Borrower may be designated as an Unrestricted Subsidiary after the Closing Date. The designation of any Restricted Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Administrative Borrower therein at the date of designation in an amount equal to the aggregate Fair Market Value of the Administrative Borrower’s and its Restricted Subsidiaries’ Investment therein. The designation (or re-designation, as the case may be) of any Unrestricted Subsidiary as a Restricted Subsidiary of the Administrative Borrower shall constitute, at the time of designation (or re-designation, as the case may be), the incurrence of any Indebtedness or Liens of such Subsidiary existing at such time. Notwithstanding the foregoing, any Unrestricted Subsidiary that has been re-designated a Restricted Subsidiary may not be subsequently re-designated as an Unrestricted Subsidiary.

140

(b)          Any designation (or re-designation, as the case may be) of a Restricted Subsidiary of the Administrative Borrower as an Unrestricted Subsidiary will be evidenced to the Administrative Agent by delivery of a certificate from a Responsible Officer of the Administrative Borrower to the Administrative Agent (i) attaching a certified copy of a resolution of the Board of Directors of the Administrative Borrower giving effect to such designation and (ii) certifying that such designation (or re-designation, as the case may be) complies with the provisions of this Section 5.17 and was permitted by this Agreement.

Section 5.18       Material Agreements. Comply with all contracts (including any charter contracts) and other agreements to which any Company is a party, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

Section 5.19       Ship Management. Cause all Vessels owned by the Restricted Parties to be managed by the Administrative Borrower or any Subsidiary or Affiliate of the Administrative Borrower (other than Holdings), V Ships UK Limited or any other Acceptable Third Party Technical Manager.

Section 5.20       Maintenance of Ratings.    Use commercially reasonable efforts to maintain (but not maintain a specific rating) (a) a public corporate family rating of the Administrative Borrower and a public rating of the Loans, in each case, from Moody’s and (b) a public corporate credit rating of the Administrative Borrower and a public rating of the Loans, in each case, from S&P (it being understood that “commercially reasonable efforts” shall, in any event, include the payment by the Administrative Borrower of customary rating agency fees and cooperation by Holdings, the Administrative Borrower and their respective Subsidiaries with information and data requests by Moody’s and S&P in connection with their ratings process).

Section 5.21        Agent for Service of Process.

The Administrative Borrower shall cause to be maintained at all times the Co-Borrower or another agent reasonably acceptable to the Administrative Agent, as its and the other Loan Parties’ agent for service of process in the State of New York and shall cause any other such agent to execute and deliver to the Administrative Borrower and the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent, accepting such agency, prior to or concurrently with such other agent’s acceptance of its appointment as agent for service of process for the Loan Parties.

ARTICLE VI

NEGATIVE COVENANTS

Holdings (solely with respect to Section 6.14(a), Section 6.14(e), Section 6.15, Section 6.17, Section 6.18, Section 6.19 and Section 6.21) and each other Loan Party covenants and agrees with the Administrative Agent, the Collateral Agent, each Issuing Bank and each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest and premium (if any) on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made) and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full (or all such Letters of Credit shall have been Cash Collateralized), Holdings (solely with respect to Section 6.14(a), Section 6.14(e), Section 6.15, Section 6.17, Section 6.18, Section 6.19 and Section 6.21) and each other Loan Party will not, nor will any Loan Party cause or permit any of its Restricted Subsidiaries to:

141

Section 6.01      Indebtedness. Incur, create, assume or permit to exist, directly or indirectly, any Indebtedness, except:

(a)           Indebtedness incurred under this Agreement and the other Loan Documents and any Specified Refinancing Term Loans, Specified Refinancing Revolving Commitments and Refinancing Notes in respect thereof incurred or issued in accordance with the terms of this Agreement;

(b)          [Reserved];

(c)           Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(c) and any Permitted Refinancing Indebtedness in respect of thereof;

(d)          Indebtedness under Hedging Obligations under Permitted Hedging Agreements, in each case entered into in the ordinary course of business and not for speculative purposes; provided, that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate;

(e)           Indebtedness arising from Investments permitted by Section 6.04;

(f)           (x) Indebtedness in respect of Purchase Money Obligations, and Permitted Refinancing Indebtedness in respect thereof, in an aggregate principal amount not to exceed $25,000,000 at any time outstanding and (y) additional Indebtedness in respect of Purchase Money Obligations incurred for the purpose of financing all or any part of the purchase price or cost of construction, installation or improvement of Vessels of the Restricted Parties or Chartered Vessels, so long as (i) immediately before and after giving pro forma effect to the incurrence of such additional Indebtedness, no Event of Default then exists or would result therefrom, and (ii) the Administrative Borrower shall be in compliance, on a Pro Forma Basis, with a Total Secured Leverage Ratio of no greater than 3.00:1.00 for the Test Period then most recently ended;

(g)          assumed Indebtedness of any person that becomes a Restricted Subsidiary of the Administrative Borrower (or is merged or consolidated with and into the Administrative Borrower or a Restricted Subsidiary of the Administrative Borrower) after the date hereof in connection with a Permitted Acquisition or other Investment permitted hereunder in an aggregate principal amount not to exceed $30,000,000 at any time outstanding for all such Indebtedness; provided, that such Indebtedness (i) exists at the time of such Permitted Acquisition or other Investment, and (ii) is not created in anticipation or contemplation of such Permitted Acquisition or other Investment;

(h)          Indebtedness in respect of bid, performance, customs or surety bonds issued for the account of any Restricted Party in the ordinary course of business, including guarantees or obligations of any Restricted Party with respect to letters of credit supporting such bid, performance, customs or surety obligations (in each case other than for an obligation for borrowed money), in an aggregate amount not to exceed $5,000,000 at any time outstanding;

142

(i)             Contingent Obligations (i) of the Administrative Borrower in respect of Indebtedness of any Restricted Subsidiary of the Administrative Borrower and (ii) of any Restricted Subsidiary of the Administrative Borrower in respect of Indebtedness of the Administrative Borrower or any other Restricted Subsidiary of the Administrative Borrower, in each case, to the extent that such Indebtedness is otherwise permitted to be incurred pursuant to this Section 6.01 (other than clauses (b), (c) and (g) of this Section 6.01); provided that (A) Contingent Obligations of any Borrower or any Subsidiary Guarantor of Indebtedness of any Restricted Subsidiary of the Administrative Borrower which is not a Loan Party shall be subject to compliance with Section 6.04(f), (B) if a Restricted Subsidiary of the Administrative Borrower which is not a Loan Party provides a guarantee of Indebtedness of a Loan Party in accordance with this clause (i), then the Administrative Borrower will cause such Restricted Subsidiary to guarantee the Obligations pursuant to the Guarantee, and (C) if the Indebtedness to be guaranteed is subordinated to the Obligations, then the guarantees permitted under this clause (i) shall be subordinated to the Obligations of the applicable Borrower or Subsidiary Guarantor to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations;

(j)            Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence;

(k)            Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(l)            Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;

(m)           other Indebtedness in an aggregate principal amount for all Restricted Parties not to exceed $50,000,000 at any time outstanding, of which up to (but not more than) $30,000,000 may be secured to the extent permitted by Section 6.02(w);

(n)            Additional Permitted Unsecured Debt under the Additional Permitted Unsecured Debt Documents, so long as (i) the requirements set forth in the definition of “Additional Permitted Unsecured Debt” contained herein are (and continue to be) satisfied, (ii) no Default exists immediately before or after giving effect to the incurrence of such Indebtedness, (iii) at the time of the incurrence of such Indebtedness and immediately after giving effect thereto, the Administrative Borrower shall be in compliance, on a Pro Forma Basis, with a Total Leverage Ratio of no greater than 4.00:1.00 for the Test Period then most recently ended, and (iv) prior to the incurrence of such Indebtedness, the Administrative Borrower shall have delivered to the Administrative Agent an Officer’s Certificate of the Administrative Borrower certifying as to compliance with the requirements of preceding clauses (i) through (iii) and containing the calculations (in reasonable detail) required by preceding clause (iii);

(o)            Indebtedness incurred in relation to (i) maintenance, repairs, refurbishments and replacements required to maintain the classification of any of the Vessels or Chartered Vessels owned, leased, time chartered or bareboat chartered to or by the any Restricted Party in the ordinary course of business, (ii) dry-docking of any of the Vessels or Chartered Vessels owned or leased by any Restricted Party for maintenance, repair, refurbishment or replacement purposes in the ordinary course of business and (iii) Vessel or Chartered Vessel amendments or modifications required to allow worldwide trading and commercial acceptance by any potential charterer, in each case as required by any change after the Closing Date in applicable law or regulation;

(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);

143

(q)            Indebtedness, and Permitted Refinancing Indebtedness in respect thereof, of SPV Buyers in an aggregate principal amount not to exceed $100,000,000 at any time outstanding that is incurred by an SPV Buyer for the purpose of effecting an SPV Acquisition, so long as (i) other than with respect to the obligations of (x) such SPV Buyer and any Vessel Holding Person in respect thereof and (y) the Administrative Borrower pursuant Section 6.02(y) related solely to the SPV Buyer’s Equity Interests, such Indebtedness is Non-Recourse Debt, (ii) to the extent that such Indebtedness is guaranteed by Holdings, such guaranty shall be on an unsecured basis, (iii) no Default exists immediately before or after giving effect to the incurrence of such Indebtedness and the consummation of the transactions to occur in connection therewith, (iv) at the time of the incurrence of such Indebtedness and immediately after giving effect thereto and the consummation of the transactions to occur in connection therewith, the Administrative Borrower shall be in compliance, on a Pro Forma Basis, with the Loan to Value Test, (v) such Indebtedness does not contain any covenants (whether stated as a covenant, default or otherwise) that are applicable to any Restricted Party other than such SPV Buyer, any applicable Vessel Holding Person and, to the extent that a guaranty is provided in accordance with section (ii) above, Holdings, (vi) such Indebtedness does not represent more than 55% of the aggregate purchase price for the related SPV Acquisition, and (vii) prior to the incurrence of such Indebtedness, the Administrative Borrower shall have delivered to the Administrative Agent an Officer’s Certificate of the Administrative Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying as to compliance with the foregoing requirements and the requirements of the definition of SPV Acquisition contained herein; and

(r)             to the extent constituting Indebtedness, pledges by the Administrative Borrower or any Restricted Subsidiary of the Equity Interests of an SPV Buyer to the extent permitted by Section 6.02(y).

Notwithstanding anything to the contrary contained above in this Section 6.01, (I) to the extent that an FSO Parent has not pledged its FSO JV Equity Interests as Collateral under the applicable Security Documents, such FSO Parent shall not be permitted to incur any Indebtedness under this Section 6.01 other than pursuant to clauses (a) (other than in respect of Refinancing Notes), (c), (e) (but only to the extent constituting intercompany Indebtedness owing to a Borrower or another Subsidiary Guarantor otherwise permitted hereunder), (j) and (k) above., (II) in no event shall the Administrative Borrower, any Subsidiary Guarantor or any Restricted Subsidiary incur (including by way of guarantee) any Indebtedness in respect of the Sinosure Facility Documents and (III) in no event shall the Administrative Borrower or any of its Subsidiaries permit any of SPV VLCC Parent or any Subsidiary of SPV VLCC Parent prior to the time that any such Subsidiary becomes a Restricted Subsidiary hereunder pursuant to Section 5.17 to incur any Indebtedness other than pursuant to the Sinosure Facility Agreement (which, in the case of SPV VLCC Parent, shall consist of a guarantee of the Sinosure Facility Agreement by the SPV VLCC Parent which is secured only by the Equity Interests of the SPV VLCC Unrestricted Subsidiary owned by the SPV VLCC Parent), other than pursuant to (i) the Sinosure Facility Documents, (ii) Permitted Hedging Agreements of the Subsidiaries of the SPV VLCC Parent permitted under, and entered into in connection with, the Sinosure Facility Documents, and (iii) intercompany indebtedness among the SPV VLCC Parent and any of its Subsidiaries.

Section 6.02         Liens. Create, incur, assume or permit to exist, directly or indirectly, any Lien on any property now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, the “Permitted Liens”):

144

(a)          inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, which are immaterial or being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien;

(b)          Liens in respect of property (other than Vessels) of any Restricted Party imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business (including customary contractual landlords’ liens under operating leases entered into in the ordinary course of business), and (i) which do not in the aggregate materially and adversely affect the value of the property subject to such Lien, and do not materially impair the use thereof in the operation of the business of the respective Restricted Party, and (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien;

(c)          any Lien in existence on the Closing Date and set forth on Schedule 6.02(c) and any Lien granted as a replacement or substitute therefor; provided that any such replacement or substitute Lien (i) does not secure an aggregate amount of Indebtedness or other obligations, if any, greater than that secured on the Closing Date (minus the aggregate amount of any permanent repayments and prepayments thereof since the Closing Date but only to the extent that such repayments and prepayments by their terms cannot be reborrowed or redrawn and do not occur in connection with a refinancing of all or a portion of such Indebtedness) and (ii) does not encumber any property other than the property subject thereto on the Closing Date (any such Lien, an “Existing Lien”);

(d)          easements, rights-of-way, restrictions (including zoning restrictions), covenants, licenses, encroachments, protrusions, servitudes and other similar charges or encumbrances, and minor title deficiencies, in each case, on or with respect to any Real Property, whether now or hereafter in existence, not (i) securing Indebtedness, (ii) individually or in the aggregate materially impairing the value or marketability of such Real Property or (iii) individually or in the aggregate materially interfering with the ordinary conduct of the business of the Restricted Party at or otherwise with respect to such Real Property;

(e)          Liens arising out of judgments, attachments or awards not resulting in an Event of Default and in respect of which such Restricted Party shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings;

(f)           Liens (other than any Lien imposed by ERISA) (x) imposed by law or deposits made in connection therewith in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security legislation, (y) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, performance, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Indebtedness) or (z) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that with respect to clauses (x), (y) and (z) of this Section 6.02(f), such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien;

145

(g)          leases of the properties of any Restricted Party, in each case entered into in the ordinary course of such Restricted Party’s business so long as such leases do not, individually or in the aggregate, (i) interfere in any material respect with the ordinary conduct of the business of any Restricted Party or (ii) materially impair the use (for its intended purposes) or the value of the property subject thereto;

(h)          Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by any Restricted Party in the ordinary course of business in accordance with the past practices of such Restricted Party;

(i)           Liens securing Indebtedness incurred by any Restricted Party pursuant to Section6.01(f), provided, that (i) any such Liens attach only to the property being financed pursuant to such Indebtedness and (ii) do not encumber any other property of any Restricted Party;

(j)           so long as the applicable intercreditor agreement is then in effect and subject to the terms thereof, Liens on Collateral securing obligations under the Specified Refinancing Term Loans, Specified Refinancing Revolving Commitments and Refinancing Notes incurred in accordance with the terms of this Agreement;

(k)          Liens on property rented to, or leased by, any Restricted Party pursuant to a Sale and Leaseback Transaction; provided, that (i) such Sale and Leaseback Transaction is permitted by Section6.03, (ii) such Liens do not encumber any other property of any Restricted Party, and (iii) such Liens secure only the Attributable Indebtedness incurred in connection with such Sale and Leaseback Transaction;

(l)           bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Restricted Party, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that, unless such Liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(m)         Liens on property of a person existing at the time such person is acquired or merged with or into or consolidated with any Restricted Party to the extent permitted hereunder; provided, that (x) such Liens (i) do not extend to property not subject to such Liens at the time of such acquisition, merger or consolidation (other than improvements thereon), (ii) are no more favorable to the lienholders than such existing Liens and (iii) are not created in anticipation or contemplation of such acquisition, merger or consolidation and (y) any Indebtedness that is secured by such Liens is permitted by Section 6.01(g);

(n)          Liens granted pursuant to the Loan Documents to secure the Secured Obligations;

146

(o)          non-exclusive licenses of Intellectual Property granted by any Restricted Party in the ordinary course of business or that do not materially impair the conduct of the business of the Administrative Borrower or any of its Restricted Subsidiaries or otherwise prohibit the Collateral Agent from obtaining a security interest in the Intellectual Property;

(p)          the filing of UCC financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;

(q)          Liens of a collecting bank arising in the ordinary course of business under Section 4-208 of the UCC covering only the items being collected upon;

(r)           Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(s)          Liens in the ordinary course of business for dry-docking, maintenance, repairs and improvements to Vessels, crews’ wages, salvage (including contract salvage) and maritime Liens (other than in respect of Indebtedness);

(t)          with respect only to the Vessels, Liens arising by operation of law and fully covered (in excess of permitted deductibles) by the Required Insurance, such coverage to be confirmed upon the request of the Collateral Agent by the marine insurance broker placing the applicable Required Insurance;

(u)          Liens solely on any cash earnest money deposits made by any Restricted Party in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder;

(v)          Liens arising pursuant to a Permitted Charter;

(w)         additional Liens of the Restricted Parties not otherwise permitted by this Section 6.02 and incurred in the ordinary course of business that (i) do not materially impair the use of such assets in the operation of the business of any Restricted Party and (ii) do not secure obligations in excess of $30,000,000 in the aggregate for all such Liens at any time;

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

(y)          Liens granted in the Equity Interests of an SPV Buyer or by an SPV Buyer and its Vessel Holding Persons to secure Indebtedness of such SPV Buyer that is permitted pursuant to Section 6.01(q); provided that such Liens shall not extend to any assets other than the Equity Interests of such SPV Buyer or the assets of such SPV Buyer and any Vessel Holding Person acquired by such SPV Buyer with the proceeds of such Indebtedness.

147

Any reference in any of the Loan Documents to a Permitted Lien (including a Permitted Collateral Vessel Lien) is not intended to and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted Lien (including any Permitted Collateral Vessel Lien). Notwithstanding anything to the contrary contained above in this Section6.02, in no event shall an FSO Parent create, incur, assume or permit to exist any Lien on its FSO JV Equity Interests other than (v) under the Security Documents, (w) in respect of secured Refinancing Notes (but only to the extent that such FSO JV Equity Interests have been pledged as Collateral under the Security Documents), (x) any applicable non-consensual Permitted Liens, (y) Liens existing on the Closing Date and described on Schedule6.02(c) and (z) Liens to secure Indebtedness incurred after the Closing Date by the FSO JV that issued such FSO JV Equity Interests, provided that the INSW FSO JV Percentage of the FSO JV Net Debt Proceeds from the incurrence of such Indebtedness have been distributed as a cash Dividend to the applicable FSO Parent substantially concurrently with the incurrence of such Indebtedness (each such Dividend, an “FSO JV Debt Dividend”). Notwithstanding anything to the contrary contained above in this Section 6.02, in no event shall any Loan Party or any Restricted Subsidiary, prior to the SPV VLCC Designations, create, incur, assume or permit to exist any Lien on SPV VLCC Parent Equity Interests, Liens on the Equity Interests of SPV VLCC Unrestricted Subsidiary or the SPV VLCC Vessel Owners or Liens on the SPV VLCC Vessels (or any other assets of SPV VLCC Parent or any of its Subsidiaries) other than (w) under the Security Documents, (x) in respect of Secured Refinancing Notes (but only to the extent that such Equity Interests have been pledged as Collateral under the Security Documents), (y) to secure the obligations under the Sinosure Facility Documents pursuant to the terms thereof and (z) Liens expressly permitted thereon pursuant to the terms of the Sinosure Facility Agreement.

Section 6.03         Sale and Leaseback Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Leaseback Transaction”), unless (i) the sale of such property is entered into in the ordinary course of business and is made for cash consideration in an amount not less than the Fair Market Value of such property, (ii) the Sale and Leaseback Transaction is permitted by Sections 6.06 and 6.17 and is consummated within 10 Business Days after the date on which such property is sold or transferred, (iii) any Liens arising in connection with its use of the property are permitted by Section 6.02(k), (iv) the Sale and Leaseback Transaction would be permitted under Section6.01, assuming the Attributable Indebtedness with respect to the Sale and Leaseback Transaction constituted Indebtedness under Section 6.01, and (v) the aggregate Attributable Indebtedness incurred with respect to all such Sale and Leaseback Transactions shall not exceed $35,000,000 at any time outstanding; provided, however, in no event shall any Restricted Party enter into a Sale and Leaseback Transaction with respect to a Collateral Vessel unless, subject to the final proviso to Section 2.10(b)(vi), the Net Cash Proceeds therefrom either (A) have been used to prepay outstanding Loans in accordance with Section 2.10(b)(vi) (without regard to reinvestment rights thereunder) or (B) have been (x) reinvested or contracted to be reinvested to purchase new Collateral Vessels within 12 months following the date of such Sale and Leaseback Transaction or (y) in the case of the proceeds being contracted to be reinvested, such investment has occurred within 18 month following the date of such Sale and Leaseback Transaction.

Section 6.04         Investments, Loans and Advances. Directly or indirectly, lend money or credit (by way of guarantee, assumption of debt or otherwise) or make advances to any person, or purchase or acquire any stock, bonds, notes, debentures or other obligations or securities of, or any other interest in, or make any capital contribution to, any other person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract (all of the foregoing, collectively, “Investments”), except that the following shall be permitted:

(a)          Investments made by the Administrative Borrower or any Restricted Subsidiary in an SPV Buyer at the time of the consummation of an SPV Acquisition for the purpose of effecting such SPV Acquisition in an aggregate amount not to exceed 45% of the aggregate cash consideration payable by the applicable SPV Buyer in connection with such SPV Acquisition, so long as (i) no Default exists immediately before or after the making of such Investment and the consummation of the transactions to occur in connection therewith and (ii) such Investment is made in the form of a cash contribution to the common capital of the applicable SPV Buyer;

148

(b)          Investments outstanding on the Closing Date and identified on Schedule 6.04(b);

(c)          the Restricted Parties may (i) acquire and hold accounts receivable owing to any of them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (ii) invest in, acquire and hold cash and Cash Equivalents, (iii) endorse negotiable instruments held for collection in the ordinary course of business or (iv) make lease, utility and other similar deposits in the ordinary course of business;

(d)          Hedging Obligations permitted pursuant to Section 6.01(d);

(e)          loans and advances to directors, employees and officers of the Administrative Borrower and its Restricted Subsidiaries for bona fide business purposes and to purchase Equity Interests of Holdings, in an aggregate amount not to exceed $1,000,000 at any time outstanding;

(f)          Investments by (i) any Borrower or Subsidiary Guarantor in any Borrower or any Subsidiary Guarantor, (ii) any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party in any Borrower or any Subsidiary Guarantor, (iii) any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party in any other Restricted Subsidiary of the Administrative Borrower that is not a Loan Party and (iv) any Borrower or Subsidiary Guarantor in any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party; provided, that (x) any Investment in the form of a loan or advance shall be evidenced by an Intercompany Note and shall be subject to the terms of the Intercompany Subordination Agreement and, in the case of a loan or advance by Holdings to any Restricted Party or by the Administrative Borrower or Subsidiary Guarantor, each such Intercompany Note shall be pledged by such Loan Party as Collateral pursuant to the Security Documents and (y) the aggregate amount of all Investments made by Loan Parties to Restricted Subsidiaries of the Administrative Borrower that are not Loan Parties pursuant to preceding clause (iv) shall not exceed

$20,000,000 at any time outstanding;

(g)          Investments in securities of trade creditors or customers in the ordinary course of business that are received in settlement of bona fide disputes or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(h)          mergers and consolidations in compliance with Section 6.05;

(i)           Investments made by any Restricted Party as a result of consideration received in connection with a disposition of property made in compliance with Section 6.06;

(j)           acquisitions of property in compliance with Section 6.07 (other than Section 6.07(a));

(k)          Dividends in compliance with Section 6.08;

(l)           Investments of any person that becomes a Restricted Subsidiary of the Administrative Borrower after the date hereof pursuant to a Permitted Acquisition or other Investment permitted hereunder; provided, that (i) such Investments exist at the time such person becomes a Restricted Subsidiary or is acquired, (ii) such Investments are not made in anticipation or contemplation of such person becoming a Restricted Subsidiary, and (iii) such Investments are not directly or indirectly recourse to any of the Restricted Parties or any of their respective assets, other than to the person that becomes a Restricted Subsidiary;

149

(m)         so long as no Event of Default then exists or would result therefrom, Investments in Joint Ventures in an aggregate amount not to exceed $20,000,000 at any time outstanding;

(n)          so long as no Event of Default then exists or would result therefrom, other Investments in an aggregate amount not to exceed $20,000,000 at any time outstanding;

(o)          any other Investments in an aggregate amount not to exceed the Available Amount as in effect immediately prior to the respective Investment so long as (x) no Default has occurred and is continuing immediately prior to and after giving effect to such Investment and (y) with respect to Investments made in, to or for the benefit of, any Unrestricted Subsidiary (including in connection with the designation of any Restricted Subsidiary of the Administrative Borrower as an Unrestricted Subsidiary) other than Investments made in reliance on clause (a) or (c) of the definition of “Available Amount” contained herein, the Administrative Borrower shall be in compliance, on a Pro Forma Basis, with a Total Secured Leverage Ratio of no greater than 3.00:1.00 for the Test Period then most recently ended;

(p)          to the extent constituting an Investment, payments to the Administrative Borrower permitted pursuant to Section 6.09(e);

(q)          unsecured intercompany loans made by any Borrower or any Subsidiary Guarantor to Holdings subject to the Intercompany Subordination Agreement and evidenced by an Intercompany Note for the purposes, at the times and in amounts that would otherwise be permitted to be made as Dividends to Holdings pursuant to Sections 6.08(b) through (d), inclusive (and with all such intercompany loans made pursuant to this clause (q) to reduce Dollar-for-Dollar the amounts that would otherwise be permitted to be paid for such purpose in the form of Dividends pursuant to such Sections

6.08(b) through (d));

(r)           so long as no Event of Default then exists or would result therefrom, cash Investments in Unrestricted Subsidiaries for the purposes of or in connection with the winding down or liquidation of such Unrestricted Subsidiaries in an aggregate amount not to exceed $5,000,000; and

(s)          other Investments by the Administrative Borrower or any of its Restricted Subsidiaries to the extent that the consideration therefor, in whole or in part, is Qualified Capital Stock of Holdings; provided that all consideration in respect of such any such Investment other than in the form of Qualified Capital Stock of Holdings is expressly permitted pursuant to another clause of this Section

6.04.; and

(t)           so long as (i) no Default exists immediately before or after the making of such Investment and the consummation of the transactions to occur in connection therewith and (ii) such Investment is made in the form of a cash contribution to the common capital of SPV VLCC Parent and SPV VLCC Unrestricted Subsidiary, as applicable, the SPV VLCC Investment.

Section 6.05          Mergers and Consolidations. Wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, except that the following shall be permitted:

(a)          [reserved];

150

(b)          dispositions of assets in compliance with Section 6.06 (other than Sections 6.06(e), (f) and (g));

(c)          Permitted Acquisitions;

(d)          any solvent Restricted Party (other than the Administrative Borrower or the Co- Borrower) may merge or consolidate with or into the Administrative Borrower or a Subsidiary Guarantor (so long as (i) in the event the Administrative Borrower is a party to such merger or consolidation, the Administrative Borrower shall be the surviving person, and (ii) in any other case, a Subsidiary Guarantor shall be the surviving person and shall remain, directly or indirectly, a Wholly Owned Restricted Subsidiary of the Administrative Borrower); provided, that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable;

(e)          any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party may merge into any other Restricted Subsidiary of the Administrative Borrower that is not a Loan Party;

(f)           any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time if such dissolution, liquidation or winding up would not reasonably be expected to be disadvantageous to the Agents and the Lenders in any material respect; and

(g)          SPV Acquisitions structured as a merger transaction.

To the extent the requisite Lenders under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral not otherwise permitted under this Agreement, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to another Loan Party), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as the Administrative Borrower shall have previously provided to the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent shall take all actions it deems appropriate in order to effect the foregoing.

Section 6.06         Asset Sales. Effect any disposition of any property, except that the following shall be permitted:

(a)          dispositions of surplus, worn out or obsolete property (other than Vessels) by the Administrative Borrower or any of its Restricted Subsidiaries in the ordinary course of business and the abandonment or other disposition of Intellectual Property that is, in the reasonable good faith judgment of the Administrative Borrower, no longer economically practicable to maintain or useful in the conduct of the business of the Restricted Parties taken as a whole;

151

(b)          other dispositions of property (other than the Equity Interests of the Co- Borrower or a Subsidiary Guarantor unless, in the case of a Subsidiary Guarantor, all of the Equity Interests of such Subsidiary Guarantor is sold in compliance with this clause (b)); provided, that (i) no Event of Default then exists or would result therefrom, (ii) the Loan Parties shall be in compliance, on a Pro Forma Basis after giving effect to (x) such disposition (as well as all other dispositions since the last day of the most recently ended fiscal quarter of the Administrative Borrower and on or prior to the subject disposition) and (y) any purchases of vessels that became Collateral Vessels (and for which Vessel Appraisals were delivered to the Administrative Agent) during the period set forth in the parenthetical in preceding clause (x), with (A) the Loan to Value Test and (B) the financial covenant set forth in Section 6.10(b) for the most recently ended fiscal quarter of the Administrative Borrower as if such disposition (or dispositions and/or purchases) occurred on the last day of such fiscal quarter, (iii) the aggregate consideration received in respect of all dispositions of property pursuant to this clause (b) shall not exceed $325,000,000; provided, however, to the extent that the Net Cash Proceeds (or a portion thereof) from any disposition of property pursuant to this clause (b) have been (i) reinvested or contracted to be reinvested to purchase new Collateral Vessels within 12 months following the date of such disposition or (ii) in the case of the proceeds being contracted to be reinvested, such investment has occurred within 18 month following the date of such disposition, the amount of such Net Cash Proceeds so reinvested shall refresh the original utilization of this basket to the extent of such Net Cash Proceeds so reinvested, (iv) such dispositions of property are made for Fair Market Value and on an arms-length commercial basis and (v) at least 75% of the consideration payable in respect of such disposition of property is in the form of cash or Cash Equivalents and is received at the time of the consummation of any such disposition;

(c)          leases of, or charter contracts in respect of, real or personal property (other than Sale and Leaseback Transactions) in the ordinary course of business and in accordance with the applicable Security Documents;

(d)          [reserved];

(e)          Investments in compliance with Section 6.04;

(f)          dispositions consisting of mergers and consolidations in compliance with Section 6.05;

(g)          Dividends in compliance with Section 6.08;

(h)          sales of inventory in the ordinary course of business and dispositions of cash and Cash Equivalents in the ordinary course of business;

(i)           any disposition of property that constitutes a Casualty Event;

(j)           any disposition of property by (i) the Administrative Borrower or any Restricted Subsidiary of the Administrative Borrower to the Administrative Borrower or any other Subsidiary Guarantor and (ii) any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party to another Restricted Subsidiary of the Administrative Borrower that is not a Loan Party; provided, that if the transferor of such property is a Loan Party, the transferee thereof must be the Administrative Borrower or a Subsidiary Guarantor;

(k)          grants of non-exclusive licenses or sublicenses in the ordinary course of business to use the Administrative Borrower’s or any Restricted Subsidiaries’ Intellectual Property and technology or licenses or sublicenses related to such Intellectual Property and technology to the extent that such licenses or sublicenses do not materially impair the conduct of the business of the Administrative Borrower or any of its Restricted Subsidiaries or otherwise prohibit the Collateral Agent from obtaining a security interest in the Intellectual Property or technology subject to such license or sublicense;

(l)          sales, forgiveness or other dispositions without recourse in the ordinary course of business of accounts receivable arising in the ordinary course of business in connection with the collection or compromise thereof but not as part of any financing transaction; and

152

(m)         dispositions of Equity Interests in any Specified Joint Venture; provided, that (i) no Event of Default then exists or would result therefrom, (ii) such dispositions are made for Fair Market Value and on an arms-length commercial basis and (iii) at least 75% of the consideration payable in respect of such disposition is in the form of cash or Cash Equivalents and is received at the time of the consummation of any such disposition.

To the extent the requisite Lenders under Section 11.02(b) waive the provisions of this Section 6.06, with respect to the sale of any Collateral not otherwise permitted under this Agreement, or any Collateral is sold as permitted by this Section 6.06, such Collateral (unless sold to a Loan Party), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as the Administrative Borrower shall have previously provided to the Administrative Agent and the Collateral Agent such certifications or documents as the Administrative Agent and/or the Collateral Agent shall reasonably request in order to demonstrate compliance with this Section6.06, the Collateral Agent shall take all actions it deems appropriate in order to effect the foregoing.

Section 6.07          Acquisitions. Purchase or otherwise acquire (in one or a series of related transactions) any part of the property (whether tangible or intangible) of any person except that the following shall be permitted:

(a)          Investments in compliance with Section 6.04;

(b)          Capital Expenditures by the Administrative Borrower and its Restricted Subsidiaries;

(c)          purchases and other acquisitions of inventory, materials, equipment and intangible property in the ordinary course of business;

(d)          leases or licenses of real or personal property in the ordinary course of business and in accordance with this Agreement and the applicable Security Documents;

(e)          [reserved];

(f)           Permitted Acquisitions;

(g)          mergers and consolidations in compliance with Section 6.05;

(h)          Dividends in compliance with Section 6.08;

(i)           Sale and Leaseback Transactions in compliance with Section 6.03;

(j)           SPV Acquisitions structured as a merger transaction.

provided, that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable.

Section 6.08         Dividends. Authorize, declare or pay, directly or indirectly, any Dividends with respect to any Restricted Party (including pursuant to any Synthetic Purchase Agreement) or incur any obligation (contingent or otherwise) to do so, except that the following shall be permitted:

153

(a)          (i) any Restricted Subsidiary of the Administrative Borrower may pay Dividends to the Administrative Borrower or any other Subsidiary Guarantor, (ii) any Restricted Subsidiary of the Administrative Borrower that is not a Loan Party also may pay Dividends to any other Wholly Owned Restricted Subsidiary of the Administrative Borrower and (iii) any non-Wholly Owned Restricted Subsidiary of the Administrative Borrower may pay cash Dividends to its shareholders, members or partners generally, so long as the Administrative Borrower or the respective Restricted Subsidiary of the Administrative Borrower which owns the Equity Interest in the Restricted Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interest in the Restricted Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Restricted Subsidiary);

(b)           so long as no Event of Default then exists or would result therefrom, cash Dividends by the Administrative Borrower to Holdings at the times and in the amounts needed to permit Holdings to repurchase or redeem shares of its capital stock from directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Company, upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate amount of all such payments shall not exceed, in any period of 12 consecutive months, $2,500,000 and, in the aggregate, $5,000,000;

(c)          to the extent constituting a Dividend, payments to Holdings permitted pursuant to Section 6.09(e);

(d)          the Administrative Borrower may pay cash Dividends to Holdings at the times and in the amounts necessary for Holdings to pay its operating expenses (other than taxes) incurred in the ordinary course of business and other similar corporate overhead costs and expenses incurred in the ordinary course of its business;

(e)            so long as no Event of Default then exists or would result therefrom, the Administrative Borrower may make Permitted Tax Distributions to Holdings;

(f)           (x) so long as no Event of Default then exists or would result therefrom, cash Dividends by the Administrative Borrower to Holdings in an aggregate amount not to exceed 6.00% per annum of the Net Cash Proceeds from the initial Qualified Public Equity Offering by Holdings after the Closing Date, to the extent such Net Cash Proceeds have been contributed to the capital of the Administrative Borrower and were not otherwise used to increase the Available Amount pursuant to clause (c) of the definition thereof, and (y) Dividends by the Restricted Parent Subsidiaries to Holdings, provided that, in the case of this clause (y), 100% of the cash or other proceeds of such Dividend have been substantially concurrently contributed to the capital of the Administrative Borrower;

(g)          any cash Dividends in an aggregate amount not to exceed the Available Amount as in effect immediately prior to the respective Dividend so long as (x) no Default has occurred and is continuing immediately prior to and after giving effect to such Dividend and (y) other than with respect to Dividends made in reliance on clause (a) of the definition of “Available Amount” contained herein, the Administrative Borrower shall be in compliance, on a Pro Forma Basis, with a Total Secured Leverage Ratio of no greater than 3.00:1.00 for the Test Period then most recently ended; and

(h)            so long as no Default then exists or would result therefrom, the Administrative Borrower may pay cash Dividends to Holdings in an aggregate amount not to exceed $5,000,000.; and

(i)             so long as no Event of Default then exists or would result therefrom, the Administrative Borrower may pay cash Dividends to Holdings at the times, and in the amounts, necessary to pay regularly accruing interest expense on that portion of the Permitted Holdings Unsecured Second Amendment Debt, the Net Cash Proceeds of which were used to pay the Discounted Prepayment Offer.

154

Section 6.09         Transactions with Affiliates. Enter into, directly or indirectly, any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of any Restricted Party (other than between or among the Borrowers and the Subsidiary Guarantors to the extent otherwise permitted under this Agreement), other than on terms and conditions at least as favorable to such Restricted Party as would reasonably be obtained by such Restricted Party at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted:

(a)          Dividends permitted by Section 6.08;

(b)          Investments permitted by Section 6.04;

(c)          reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements;

(d)          [reserved]; and

(e)          Affiliate transactions to the extent set forth on Schedule 6.09(e).

Section 6.10         Loan to Value Test; Vessel Value Test. Permit:

(a)          at any time (x) the sum of (i) the aggregate outstanding principal amount of all Loans at such time plus (ii) the Dollar Amount of the aggregate LC Exposure at such time plus (iii) the aggregate outstanding principal amount of all Refinancing Notes at such time that are secured on a pari passu basis with the Loans plus (iv) the then aggregate outstanding principal amount of all secured Indebtedness incurred pursuant to Sections 6.01(m) and (q) minus (v) the aggregate amount of all unrestricted cash and Cash Equivalents of the Loan Parties (other than Holdings) that are deposited in Controlled Accounts at such time to be greater than (y) 65% of the sum of (I) the aggregate Fair Market Value of all Collateral Vessels at such time that are subject to a Collateral Vessel Mortgage plus (II) the aggregate Fair Market Value of the FSO JV Equity Interests and, prior to the SPV VLCC Designations, the SPV VLCC Parent Equity Interests at such time (subject, in each case, to the satisfaction of the requirements of the definition of FSO JV Equity Interestsrespective definitions thereof at such time); or

(b)          the aggregate Fair Market Value of the Collateral Vessels that are subject to a Collateral Vessel Mortgage to be less than or equal to $300,000,000 as of the last day of any fiscal quarter of the Administrative Borrower.

For purposes of clause (b) of the preceding sentence, the Fair Market Value of a Collateral Vessel at any time shall be as set forth in the Vessel Appraisal most recently delivered to the Administrative Agent pursuant to this Agreement from one (or, if requested by the Administrative Agent, two) Approved Brokers and determined on the basis of a charter-free arm’s length transaction between a willing and able buyer and a seller not under duress.

155

Section 6.11         Prepayments of Other Indebtedness; Modifications of Organizational Documents and Certain Other Documents, etc. Directly or indirectly:

(a)           make or offer to make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption, retirement, defeasance, or acquisition for value of, or any prepayment, repurchase or redemption, retirement, defeasance as a result of any asset sale, change in control or similar event of, any Subordinated Indebtedness, any Additional Permitted Unsecured Debt or any Refinancing Notes; provided, that Restricted Debt Payments shall be permitted in an aggregate amount not to exceed the Available Amount as in effect immediately prior to the respective Restricted Debt Payment so long as (x) no Default has occurred and is continuing immediately prior to and after giving effect to such Restricted Debt Payment and (y) other than with respect to the use of the Available Amount in reliance on clause (a) of the definition thereof, the Administrative Borrower shall be in compliance, on a Pro Forma Basis, with a Total Secured Leverage Ratio of no greater than 3.00:1.00 for the Test Period then most recently ended;

(b)          amend or modify, or permit the amendment or modification of, any provision of (x) any Additional Permitted Unsecured Debt Documents, any Refinancing Notes Indenture or any documents related to Subordinated Indebtedness in any manner that is, or would reasonably be expected to be, adverse in any material respect to the interests of any Agent or any Lender (it being understood and agreed that, in any event, any amendment or modification to any Additional Permitted Unsecured Debt Document or any Refinancing Notes Indenture which, in its amended or modified form, shall no longer satisfy the requirements of the definition of “Additional Permitted Unsecured Debt” or any “Refinancing Notes Indenture,” as the case may be, contained herein shall not be permitted); or or (y) the Permitted Holdings Unsecured Second Amendment Debt to increase the interest rate thereon or to make the interest payments thereon paid more frequently or to modify the other terms thereof to the extent that such terms, in their amended or modified form, shall no longer satisfy the requirements of the definition of “Permitted Holdings Unsecured Second Amendment Debt”;

(c)          (x) terminate, amend, modify (including electing to treat any Pledged Interests (as defined in the Security Agreement and the Holdings Pledge Agreement) as a “security” under Section 8-103 of the UCC) or change any of its Organizational Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than any such amendments, modifications or changes or such new agreements which are not, and would not reasonably be expected to be, adverse in any material respect to the interests of any Agent or any Lender, or (y) amend or modify any tax sharing or similar agreement without the consent of the Administrative Agent (such consent not to unreasonably withheld or delayed).; or

(d)          amend or modify, or permit the amendment or modification of, any provision of the Sinosure Facility Agreement or any of the documentation governing the same after the Second Amendment Effective Date to increase or refinance the principal amount of Indebtedness thereof or permit any additional Liens, encumbrances or restrictions on the Equity Interests issued by, or assets of, the SPV VLCC Parent, the SPV VLCC Unrestricted Subsidiary or any SPV VLCC Vessel Owner.

Section 6.12         Limitation on Certain Restrictions on Subsidiaries. (A) Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance, restriction or condition on the ability of any Restricted Subsidiary of the Administrative Borrower to (i) pay Dividends or make any other distributions on its Equity Interests or any other interest or participation in its profits owned by any Restricted Party, or pay any Indebtedness owed to any Restricted Party, (ii) make loans or advances to any Restricted Party or (iii) transfer any of its properties to any Restricted Party, except for such encumbrances, restrictions or conditions existing under or by reason of:

(a)          applicable mandatory Legal Requirements;

156

(b)          this Agreement and the other Loan Documents;

(c)          [reserved]solely with respect to the Equity Interests of SPV VLCC Unrestricted Subsidiary, the terms of the Sinosure Facility Agreement;

(d)          Additional Permitted Unsecured Debt Documents and any Refinancing Notes Indenture;

(e)          customary provisions restricting subletting or assignment of any lease governing a leasehold interest of a Restricted Party;

(f)          customary provisions restricting assignment of any agreement entered into by a Restricted Party in the ordinary course of business;

(g)          customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property pending the consummation of such sale; provided, that (i) such restrictions and conditions apply only to the property to be sold, and (ii) such sale or other disposition is permitted hereunder;

(h)          any encumbrances, restrictions or conditions imposed by any amendments that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (d) above; provided, that such amendments are not materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment;

(i)           any encumbrances, restrictions or conditions set forth in any document evidencing Indebtedness permitted to be incurred by an SPV Buyer (and Vessel Holding Person, as the case may be) pursuant to Section6.01(q) so long as such encumbrances, restrictions or conditions only apply to the applicable SPV Buyer, and any Vessel Holding Person acquired by it; or

(j)           any agreement in effect at the time a person becomes a Restricted Subsidiary of the Administrative Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of the Administrative Borrower and such restriction does not apply to any Restricted Party other than such Restricted Subsidiary.;

or (B), prior to the SPV VLCC Designations, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance, restriction or condition on the ability of any Subsidiary of SPV VLCC Parent to (i) pay Dividends or make any other distributions on its Equity Interests or any other interest or participation in its profits owned, directly or indirectly, by any Restricted Party, or pay any Indebtedness owed to any Restricted Party, (ii) make loans or advances to any Restricted Party or (iii) transfer any of its properties to any Restricted Party, except for such encumbrances, restrictions or conditions existing under or by reason of the Sinosure Facility Agreement or of the type described in clauses (a), (b), (d), (e), (f), (g) and (h) of Section 6.12(A).

Section 6.13         Limitation on Issuance of Capital Stock.

(a)          With respect to the Administrative Borrower, issue any Equity Interest that is Disqualified Capital Stock.

157

(b)          With respect to any Restricted Subsidiary of the Administrative Borrower, issue any Equity Interest (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, any Equity Interest, except (i) for stock splits, stock dividends and additional issuances of Equity Interests which do not decrease the percentage ownership of the Administrative Borrower or any of its Restricted Subsidiaries in any class of the Equity Interests of such Restricted Subsidiary and (ii) Restricted Subsidiaries of the Administrative Borrower formed or acquired after the Closing Date in accordance with this Agreement may issue Equity Interests to the Administrative Borrower, a Wholly Owned Restricted Subsidiary of the Administrative Borrower which is to own such Equity Interests and, in the case of a Restricted Subsidiary of the Administrative Borrower that is not a Loan Party, to other persons which are to own such Equity Interests to the extent otherwise permitted hereunder. All Equity Interests issued to a Loan Party in accordance with this Section 6.13(b) shall, to the extent required by Section 5.10 and Section 5.11 or any Security Document, be delivered to the Collateral Agent for pledge pursuant to the applicable Security Document.

Section 6.14         Business. (a) With respect to Holdings, engage in any business activities or have any properties, other than (i) its ownership of the Equity Interests of the Administrative Borrower, the Co-Borrower, the Restricted Parent Subsidiaries and the Restricted Parent Joint Ventures, each as listed on Schedule 1.01(i), and the immaterial and non-operational assets described on Schedule 3.07(e) to the extent owned as of the Closing Date (as limited by Section4.01(p)) or permitted to be received by it from the Administrative Borrower after the Closing Date in accordance with the applicable provisions of Section6.08, (ii) the holding of any cash and Cash Equivalents (but not operating any property) to the extent held as of the Closing Date (as limited by Section 4.01(p)) or permitted to be received by it from the Administrative Borrower after the Closing Date in accordance with the applicable provisions of Section 6.08 or reasonably incidental to the issuance by Holdings of shares of its Qualified Capital Stock or incurrence by Holdings of Indebtedness, (iii) incurring Indebtedness under the Loan Documents, the Additional Permitted Unsecured Debt Documents and the Refinancing Notes Indentures, (iv) incurring unsecured Indebtedness and other unsecured liabilities otherwise not restricted by this Agreement, (v) maintaining its existence in compliance with applicable law and (vi) special purpose holding company activities reasonably incidental to the foregoing clauses (i) through (v), inclusive. At no time on or after the Closing Date shall Holdings directly own or charter any Vessel or Chartered Vessel.

(b)           With respect to the Administrative Borrower and its Restricted Subsidiaries, engage (directly or indirectly) in any businesses other than those businesses in which the Administrative Borrower and its Restricted Subsidiaries are engaged on the Closing Date (or which are substantially related thereto or are reasonable extensions thereof).

(c)          With respect to the Co-Borrower, (a) engage in any business or own any assets or have any material liabilities other than (i) those liabilities which it is responsible for under this Agreement and the other Loan Documents to which it is a party, as well as any liabilities under any Refinancing Notes Indenture or Additional Permitted Unsecured Debt Documents to which it is a party; provided that the Co-Borrower may engage in those activities that are incidental to (x) the maintenance of its existence in compliance with applicable law and (y) legal, tax and accounting matters in connection with any of the foregoing activities and (b) take any action that would result in the Co-Borrower not being treated as a disregarded entity for U.S. federal income tax purposes.

(d)          With respect to any SPV Buyer and Vessel Holding Person, engage in any operating activities or own any material assets other than the operation, management and ownership of, and the ownership of cash or Cash Equivalents related thereto, of any Vessels and/or Equity Interests in a Vessel Holding Person acquired by it with the proceeds of Indebtedness incurred pursuant to Section 6.01(q) and/or with cash Investments made to it to the extent permitted by Section 6.04(a).

158

Section 6.15 [Reserved].

(e)            With respect to each Restricted Party, permit SPV VLCC Parent, SPV VLCC Unrestricted Subsidiary or any SPV VLCC Vessel Owner to engage in any operating activities or own any material assets other than the operation, management and ownership of, and the ownership of any SPV VLCC Vessels and/or Equity Interests in the SPV VLCC Unrestricted Subsidiary, the SPV VLCC Vessel Owners and activities and assets related thereto.

Section 6.15        SPV VLCC Vessel Owners; SPV VLCC Vessels; etc. Notwithstanding anything to the contrary contained herein:

(a)            (a) Prior to the SPV VLCC Designations, no Restricted Party shall, directly or indirectly, sell or otherwise dispose of or permit the direct or indirect sale or other disposition of the Equity Interests of SPV VLCC Parent, SPV VLCC Unrestricted Subsidiary, or any SPV Vessel Owner or any SPV VLCC Vessel, unless (i) no Event of Default then exists or would result therefrom, (ii) such sales or other dispositions are made for Fair Market Value and on an arm’s-length commercial basis, (iii) at least 75% of the consideration payable in respect of such sale or other disposition is in the form of cash or Cash Equivalents and is received at the time of any such sale or other disposition, and (iv) the Net Cash Proceeds therefrom are applied by the recipients therefrom (x) first, as to repay the Indebtedness and other amounts outstanding under the Sinosure Facility Agreement associated with the applicable SPV VLCC Vessels or SPV Vessel Owners, (y) second, to satisfy the mandatory liquidity covenants or as otherwise required under the Sinosure Facility Documents, and (z) third, to the extent permitted by the terms of the Sinosure Facility Agreement as in effect at such time to, not later than 5 Business Days after the receipt of such Net Cash Proceeds, directly or indirectly distribute such Net Cash Proceeds to the Administrative Borrower in the form of a Dividend (any such Dividend an “SPV VLCC Pre- Designation Sale Proceeds Dividend”); and

(b)            at any time prior to the SPV VLCC Designations, no Restricted Party shall, directly or indirectly, permit SPV VLCC Parent, SPV VLCC Unrestricted Subsidiary or any SPV VLCC Vessel Owner to (i) create, incur, assume or suffer to exist any Lien on the Equity Interests or assets of any such Person other than (w) under the Security Documents, (x) in respect of secured Refinancing Notes (but only to the extent that such Equity Interests or other assets have been pledged as Collateral under the Security Documents), (y) Liens expressly permitted thereon pursuant to the terms of the Sinosure Facility Agreement and (z) of Section 6.02, and (z) Liens on the Equity Interests of SPV VLCC Unrestricted Subsidiary and the SPV VLCC Vessel Owners and Liens on the SPV VLCC Vessels and other assets of SPV VLCC Unrestricted Subsidiary and its subsidiaries to secure the obligations owing to the Sinosure Lender under the Sinosure Facility Agreement to the extent required pursuant to the terms thereof, or (iii) directly or indirectly, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation.

Section 6.16         Fiscal Periods. Change its fiscal year-end to a date other than December 31, or its fiscal quarters to a date other than March 31, June 30, September 30 and December 31.

159

Section 6.17         No Further Negative Pledge. Enter into (or permit SPV VLCC Parent, SPV VLCC Unrestricted Subsidiary or any SPV VLCC Vessel Owner to enter into) any agreement, instrument, deed or lease which prohibits or limits the ability of any Restricted Party to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(n)) on the properties encumbered thereby; (c) covenants in documents related to Indebtedness incurred pursuant Section6.01(q) in connection with an SPV Acquisition so long as such restrictions only apply to the applicable SPV Buyer and any Vessel Holding Person thereof; (d) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided, that (x) such restrictions apply only to such property to be sold or disposed of, and (y) such sale is permitted hereunder, (iii) consists of customary restrictions on the assignment of leases, licenses and other contracts entered into in the ordinary course of business, (iv) consists of Charter Contract Lien Restrictions with respect to any Vessel, (v) consists of customary prohibitions or limitations in joint venture agreements, pooling agreements and other similar agreements restricting the pledge or assignment thereof or (vi) consists of other contractual restrictions on pledges or assignments in agreements entered into in the ordinary course of business solely to the extent such restrictions would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Legal Requirement (including the Bankruptcy Code) or principles of equity; and (e) covenants in documents creating Liens that secure Pool Financing Indebtedness prohibiting Liens on Pool Financing Receivables., and (f) at any time prior to the SPV VLCC Designations, covenants in the Sinosure Facility Agreement prohibiting Liens on (x) the Equity Interests issued by SPV VLCC Unrestricted Subsidiary and the SPV VLCC Vessel Owners and (y) the assets of SPV VLCC Parent, SPV VLCC Unrestricted Subsidiary and the SPV Vessel Owners.

Section 6.18         Anti-Terrorism Law; Anti-Money Laundering. (a) Directly or indirectly (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22 that would result in a violation of Sanctions Laws, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Companies’ compliance with this Section 6.18).

(b)          Cause or permit any of the funds of such Loan Party that are used to repay the Credit Extensions to be derived from any unlawful activity with the result that the making of the Credit Extensions would be in violation of Legal Requirements.

Section 6.19         Embargoed Person. Cause or permit (a) any of the funds or properties of any Company that are used to repay the Loans or other Credit Extensions to constitute property of, or be beneficially owned directly or indirectly by, any person (individual or entity) with whom dealings are restricted or prohibited under United States or any other applicable Sanctions Laws (“Embargoed Person” or “Embargoed Persons”) that is identified on the “List of Specially Designated Nationals and Blocked Persons” maintained by OFAC and/or any other similar list maintained by any Sanctions Authority, or 50% or greater owned by any such designated individual or entity that would result in a violation of Sanctions Laws, or (b) any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in any Company, with the result that the investment in any Company (whether directly or indirectly) is prohibited by applicable Legal Requirements or the Credit Extensions are in violation of applicable Legal Requirements.

Section 6.20         Restrictions on Chartering, etc. (i) Let a Vessel or Chartered Vessel on demise charter for any period or (ii) enter into any charter in respect of a Vessel or Chartered Vessel other than (x) a Permitted Charter or (y) with the prior written consent of the Administrative Agent (in its reasonable discretion) and solely in respect of a Vessel or Chartered Vessel acquired by an SPV Buyer (directly or through a Vessel Holding Person owned by it) pursuant to an SPV Acquisition, any other charter on such Vessel or Chartered Vessel existing at the time of consummation of the applicable SPV Acquisition (and, if the Administrative Agent has so consented to such charter, any renewals thereof).

160

Section 6.21         Additional Covenants. (a) Holdings will not (i) directly or indirectly, take any action that would result in a Change in Control, (ii) create, incur, assume or suffer to exist any Lien on the Equity Interests of any Borrower, any Restricted Parent Subsidiary or any Restricted Parent Joint Venture other than Permitted Liens of the type described in clauses (a), (j) and (n) of Section6.02, (iii) directly or indirectly, wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation or (iv) dispose of (x) any Equity Interest of any Borrower or (y) except to the extent contributed to the capital of the Administrative Borrower or treated as an Asset Sale pursuant to (and in accordance with the terms and limitations set forth in) Section6.06(b) (and with any Net Cash Proceeds received therefrom to be contributed to the capital of the Administrative Borrower), any other Equity Interests owned by it and (b) to the extent that Holdings receives any cash or other Dividends or distributions from a Restricted Parent Subsidiary or Restricted Parent Joint Venture or any cash payments on any Indebtedness, receivables or other balances owed by the Administrative Borrower, the Co- Borrower, any Restricted Subsidiary or any Joint Venture, substantially concurrently with the receipt thereof, Holdings will contribute such cash or other Dividends, distributions or payments, as the case may be, to the capital of the Administrative Borrower.

ARTICLE VII

 GUARANTEE

Section 7.01         The Guarantee. The Guarantors hereby, jointly and severally, guarantee, as primary obligors and not as sureties, to each Secured Party and their respective successors and assigns, the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of, premium (if any) and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes, if any, held by each Lender of, the Borrowers, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrowers or other Guarantors shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 7.02         Obligations Unconditional. The obligations of the Guarantors under Section 7.01 shall constitute a guaranty of payment and performance and not of collection and, to the fullest extent permitted by applicable Legal Requirements, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full in cash of the Guaranteed Obligations). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

161

(a)          at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(b)          any of the acts mentioned in any of the provisions of this Agreement, the other Loan Documents or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

(c)          the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(d)          any Lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall fail to be valid, perfected or to have the priority required under the Loan Documents; or

(e)            the release of any other Guarantor pursuant to Section 7.09.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrowers or any Guarantor under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrowers and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and their respective successors and assigns, and shall inure to the benefit of the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Section 7.03         Reinstatement. The obligations of the Guarantors under this Article VII shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrowers or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

162

Section 7.04         Subrogation; Subordination. Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against any of the Borrowers or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness or other Obligation of any Loan Party to a Guarantor shall be subordinated to such Loan Party’s Secured Obligations in the manner set forth in the Intercompany Subordination Agreement.

Section 7.05         Remedies. The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrowers under this Agreement and other Loan Documents may be declared to be forthwith due and payable as provided in ArticleVIII (and shall be deemed to have become automatically due and payable in the circumstances provided in Article VIII) for purposes of Section7.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against any Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by any Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 7.01.

Section 7.06         Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Article VII constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

Section 7.07         Continuing Guarantee. The guarantee in this Article VII is a continuing guarantee of payment and performance, and shall apply to all Guaranteed Obligations whenever arising.

Section 7.08         General Limitation on Guarantee Obligations. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Legal Requirement affecting the rights of creditors generally, if the obligations of any Guarantor under Section7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 7.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the rights of subrogation and contribution established in Sections 7.04 and 7.10, respectively) that is valid and enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Section 7.09         Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, (i) all of the Equity Interests of any Subsidiary Guarantor are sold or otherwise transferred or (ii) any Subsidiary Guarantor is designated as an Unrestricted Subsidiary (in any such case, a “Transferred Guarantor”) to a person or persons (other than any Loan Party), such Transferred Guarantor shall, upon the consummation of such sale or transfer or designation, be released from its obligations under this Agreement (including under Section 11.03) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of the sale of all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Security Documents shall be released, and so long as the Administrative Borrower shall have previously provided the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request, the Collateral Agent shall take, and the Lenders hereby irrevocably authorize the Collateral Agent to take, such actions as are necessary to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents.

163

Section 7.10         Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 7.04. The provisions of this Section 7.10 shall in no respect limit the obligations and liabilities of any Guarantor to any Secured Party, and each Guarantor shall remain liable to the Secured Parties for the full amount guaranteed by such Guarantor hereunder.

Section 7.11         Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under Section7.01 in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.11, or otherwise under Section 7.01, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section7.11 shall remain in full force and effect until a discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.11 constitute, and this Section 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

ARTICLE VIII

EVENTS OF DEFAULT

Section 8.01         Events of Default. Upon the occurrence and during the continuance of any of the following events (each, an “Event of Default”):

(a)          default shall be made in the payment of any principal of any Loan or any Reimbursement Obligation when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment (whether optional or mandatory) thereof or by acceleration thereof or otherwise;

(b)          default shall be made in the payment of any interest on any Credit Extension or any Fee or any other amount (other than an amount referred to in clause (a) above) due under any Loan Document, when and as the same shall become due and payable, whether at the due date thereof (including an Interest Payment Date) or at a date fixed for prepayment (whether optional or mandatory) or by acceleration or demand thereof or otherwise, and such default shall continue unremedied for a period of five Business Days;

(c)          any representation or warranty made or deemed made by any Loan Party in any Loan Document, or in any certificate, financial statement or other instrument furnished in connection with or required to be given or delivered by any Loan Party pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or so furnished;

(d)          default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in Section 5.02(a), Section 5.03(a) (as it relates to a Loan Party), Section 5.04, Section 5.08, Section 5.10, Section 5.13, Section 5.14, Section 5.16, Section 5.17, Section 5.19 or in Article VI; provided, that a default under either Section 6.06(b)(ii)(B) or Section 6.10(b) (each, a “Revolver Covenant Event of Default”) shall not constitute an Event of Default with respect to any Class of Term Loans unless and until the Majority Revolving Lenders shall have terminated their Revolving Commitments and declared all amounts outstanding under the Revolving Facilities to be due and payable;

164

(e)          default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) above) and such default shall continue unremedied or shall not have been waived (i) in the case of the Agent Fee Letter, for a period of five Business Days, and (ii) in the case of any other covenant, condition or agreement for a period of 30 days after the earlier of (x) any Loan Party obtaining knowledge thereof and (y) written notice thereof from the Administrative Agent or the Required Lenders to the Administrative Borrower;

(f)           any Company shall (i) fail to pay any principal, premium or interest, regardless of amount, due in respect of any Indebtedness (other than the Obligations), when and as the same shall become due and payable beyond any applicable grace period, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or a trustee or other representative on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity or become subject to a mandatory offer to purchase by the obligor; provided, that it shall not constitute an Event of Default pursuant to this clause (f) unless the aggregate amount of all such Indebtedness referred to in clauses (i) and (ii) equals or exceeds $25,000,000 at any one time;

(g)          an Insolvency Proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any Company or of a substantial part of the property of any Company, under the Bankruptcy Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar Legal Requirement, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator, liquidator, rehabilitator or similar official for any Company for a substantial part of the property of any Company; or (iii) the winding-up or liquidation of any Company; and such proceeding or petition shall continue undismissed for 60 days or an Order approving or ordering any of the foregoing shall be entered;

(h)          any Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under the Bankruptcy Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar Legal Requirement; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any Insolvency Proceeding or the filing of any petition described in clause (g) above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator, liquidator, rehabilitator or similar official for any Company or for a substantial part of the property of any Company; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due; (vii) except to the extent permitted by Section6.05, wind up or liquidate; or (viii) take any action for the purpose of effecting any of the foregoing;

(i)             one or more Orders for the payment of money in an aggregate amount of $25,000,000 or more that are not covered by insurance from an unaffiliated insurance company with an A.M. Best financial strength rating of at least A- (it being understood that even if such amounts are covered by insurance from such an insurance company, such amounts shall count against such basket if responsibility for such amounts has been denied by such insurance company or such insurance company has not been promptly notified of such amounts) shall be rendered against any Company or any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon properties of any Company to enforce any such Order;

165

(j)           one or more ERISA Events shall have occurred that, when taken together with all other such ERISA Events that have occurred, or any event similar to the foregoing shall have occurred or exists with respect to a Non-U.S. Plan, including, but not limited to, the issue of a Financial Support Direction and/or a Contribution Notice or the winding-up of the Non-U.S. Plan, in any such case that would reasonably be expected to result in a Material Adverse Effect;

(k)          any security interest and Lien purported to be created by any Security Document shall cease to be in full force and effect, or shall cease to give the Collateral Agent, for the benefit of the Secured Parties, the Liens, rights, powers and privileges purported to be created and granted under such Security Documents (including a valid, enforceable, perfected First Priority (except as otherwise expressly provided in this Agreement or such Security Document) Lien on and security interest in, all of the Collateral (other than an immaterial portion) thereunder) in favor of the Collateral Agent, or shall be asserted by or on behalf of any Company not to be, a valid, enforceable, perfected, First Priority (except as otherwise expressly provided in this Agreement or such Security Document) Lien on and security interest in the Collateral (other than an immaterial portion) covered thereby;

(l)           (x) any Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, (y) a proceeding shall be commenced by or on behalf of any Loan Party or any Affiliate thereof, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or (z) any Loan Party (directly or indirectly) shall repudiate, revoke, terminate or rescind (or purport to do any of the foregoing) or deny any portion of its liability or obligation for the Obligations; or

(m)           there shall have occurred a Change in Control;

then, and in every such event (other than an event with respect to any Borrower described in clause (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders (or, (x) if a Revolver Covenant Event of Default occurs and is continuing and/or (y) if any other Event of Default has continued for a period of 180 days and (in the case of this clause (y)) the Required Lenders have not exercised their rights and remedies hereunder or under the Security Documents (and shall not be diligently pursuing such rights and remedies) at such time, in either case, at the request of the Majority Revolving Lenders only, and in each such case, without limiting Section8.01(b), only with respect to the Revolving Facilities, any Letters of Credit and other Revolving Obligations) shall, by notice to the Administrative Borrower, take any or all of the following actions, at the same or different times: (i) terminate forthwith the Commitments; (ii) declare the Obligations then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Obligations so declared to be due and payable, together with accrued interest thereon, any fees or repayment premiums applicable under Section 2.10(g), and any unpaid accrued Fees and all other liabilities of the Loan Parties accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties, anything contained herein or in any other Loan Document or otherwise to the contrary notwithstanding; and (iii) exercise (and/or direct the Collateral Agent to exercise) any and all of its (or the Collateral Agent’s) other rights and remedies under applicable Legal Requirements, hereunder and under the other Loan Documents; and in any event with respect to any Borrower described in clause (g) or (h) above, the Commitments shall automatically terminate and the principal of the Obligations then outstanding, together with accrued interest thereon, any fees or repayment premiums applicable under Section 2.10(g), and any unpaid accrued Fees and all other liabilities of the Loan Parties accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties, anything contained herein or in any other Loan Document or otherwise to the contrary notwithstanding.

166

In addition, without limiting the foregoing, in the event of a foreclosure (or other similar exercise of remedies) by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent, the Administrative Agent or any Secured Party may be the purchaser of any or all of such Collateral at any such sale or other disposition and, in addition, the Collateral Agent or the Administrative Agent, as agent for and representative of all of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or other disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Collateral Agent at such sale.

Section 8.02         Rescission. If at any time after termination of the Commitments or acceleration of the maturity of the Loans, the Loan Parties shall pay all arrears of interest and Fees and all payments on account of principal of the Loans and Reimbursement Obligations owing by them that shall have become due otherwise than by acceleration (with interest on principal and Fees and, to the extent permitted by law, on overdue interest, at the rates specified herein) and all Defaults (other than non- payment of principal of and accrued interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 11.02, then upon the written consent of the Required Lenders (which may be given or withheld in their sole discretion) and written notice to the Administrative Borrower, the termination of the Commitments or the acceleration of the Loans and their consequences may be rescinded and annulled; but such action shall not affect any subsequent Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders, the Issuing Banks and the other Secured Parties to a decision that may be made at the election of the Required Lenders, and such provisions are not intended to benefit any Loan Party and do not give any Loan Party the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

ARTICLE IX

APPLICATION OF COLLATERAL PROCEEDS

Section 9.01         Application of Proceeds. Subject to the provisions of Section 11.23, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral, pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by or distributed or paid to the Collateral Agent or the Administrative Agent pursuant to this Agreement or any other Loan Document (including as a result of any exercise of any right or remedy hereunder or thereunder), promptly by the Collateral Agent as follows:

(a)          First, to the indefeasible payment in full in cash of all reasonable and documented out-of-pocket costs and expenses, and all fees, commissions and taxes of such sale, collection or other realization (including compensation to the Administrative Agent, the Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and/or the Collateral Agent in connection therewith and all amounts for which the Administrative Agent or Collateral Agent are entitled to indemnification pursuant to the provisions of any Loan Document), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

167

(b)          Second, to the indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(c)          Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of principal, interest and other amounts constituting Revolving Obligations (including Reimbursement Obligations and obligations to Cash Collateralize Letters of Credit), in each case, equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest and all other amounts described herein will be deemed payable in accordance with this Agreement regardless of whether such claims are allowed in any proceeding described in Section 8.01(g) or (h));

(d)          Fourth, to the extent proceeds remain after the application pursuant to preceding clauses (a) through (c), to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal), and any fees, premiums, interest and scheduled periodic payments due under Bank Product Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

(e)          Fifth, to the extent proceeds remain after the application pursuant to preceding clauses (a) through (d), to the indefeasible payment in full in cash, pro rata, of the principal amount of the Secured Obligations (including principal on any Bank Product Obligations then due and owing);

(f)           Sixth, to the indefeasible payment in full in cash, pro rata, to any other Secured Obligations then due and owing with any balance to be paid to the Administrative Agent, for the ratable benefit of the Bank Product Providers, as cash collateral; and

(g)          Seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct;

provided, that in each case, for the avoidance of doubt, in no event shall the proceeds of any Collateral pledged by a Guarantor or any payment made by a Guarantor be applied to payment of any Excluded Swap Obligations of such Guarantor.

In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (g) of this Section 9.01, the Loan Parties shall remain liable, jointly and severally, for any deficiency.

168

ARTICLE X

THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

Section 10.01      Appointment. (a) Each Lender and each Issuing Bank hereby irrevocably designates and appoints (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably designate and appoint) each of the Administrative Agent and the Collateral Agent as an agent of such Lender under this Agreement and the other Loan Documents. Each Lender and each Issuing Bank irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) each Agent, in such capacity, through its agents or employees, to take such actions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article X are solely for the benefit of the Agents, the Lenders, the Issuing Banks and the Bank Product Providers, and no Loan Party shall have rights as a third party beneficiary of any such provisions. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Loan Party or any of their respective Subsidiaries. Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)          Each Lender irrevocably appoints each other Lender, and the Collateral Agent irrevocably appoints the Administrative Agent, as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), for the benefit of the Secured Parties, in assets in which, in accordance with the UCC or any other applicable Legal Requirement, a security interest can be perfected by possession or control. Should any Lender (other than the Collateral Agent) obtain possession or control of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly following the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions. The Lenders hereby acknowledge and agree (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge and authorize) that the Collateral Agent may act as the collateral agent for the Secured Parties.

Section 10.02       Agent in Its Individual Capacity. Each person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the person serving as an Agent hereunder in its individual capacity. Such person and its Affiliates may accept deposits from, lend money to, act as financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, any Company or any Affiliate thereof as if it were not an Agent hereunder and without duty to account therefor to the Lenders or the Issuing Banks.

169

Section 10.03      Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by the Loan Documents that such Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 8.01 or 11.02); provided, that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability, if the Agent is not indemnified to its satisfaction, or that is contrary to any Loan Document or applicable Legal Requirements including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Insolvency Law or that may effect a foreclosure, modification or termination of property of a Defaulting Lender under any Insolvency Law, and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose or shall be liable for the failure to disclose, any information relating to any Company or any of its Affiliates that is communicated to or obtained by the person serving as such Agent or any of its Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as any Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 8.01 or 11.02) or in the absence of its own gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction. No Agent shall be deemed to have knowledge of any Default unless and until written notice thereof describing such Default is given to such Agent by any Borrower, a Lender or an Issuing Bank, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document. Each party to this Agreement acknowledges and agrees that the Administrative Agent and/or the Collateral Agent may from time to time use one or more outside service providers for the tracking of all UCC financing statements (and/or other collateral related filings and registrations from time to time) required to be filed or recorded pursuant to the Loan Documents and the notification to the Administrative Agent and/or the Collateral Agent, of, among other things, the upcoming lapse or expiration thereof, and that each of such service providers will be deemed to be acting at the request and on behalf of the Borrowers and the other Loan Parties. No Agent shall be liable for any action taken or not taken by any such service provider. Neither any Agent nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders for any action taken or omitted by any Agent under or in connection with any of the Loan Documents.

Section 10.04       Reliance by Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent, or otherwise authenticated by a proper person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless each Agent shall have received written notice to the contrary from such Lender or such Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. Each Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other advisors selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or advisors.

170

Section 10.05       Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of the preceding paragraphs shall apply to any such sub-agent and to the Affiliates of each Agent and any such sub-agent, and shall apply, without limiting the foregoing to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. The Agents shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

Section 10.06       Successor Agent. Each Agent may resign as such at any time upon at least 10 days’ prior notice to the Lenders, the Issuing Banks and the Administrative Borrower and without notice to the Bank Product Providers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Administrative Borrower, so long as no Event of Default shall have then occurred and be continuing, to appoint a successor Agent from among the Lenders. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Agent, which successor shall be a commercial banking institution or other finance or trust company organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus of at least $500,000,000; provided, that if such retiring Agent is unable to find a commercial banking institution or other finance or trust company that is willing to accept such appointment and which meets the qualifications set forth above, the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents, and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent.

Upon the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After an Agent’s resignation hereunder, the provisions of this Article X, Section 11.03 and Sections 11.08 to 11.10 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Section 10.07      Non-Reliance on Agent and Other Lenders. Each Lender, Bank Product Provider and Issuing Bank acknowledges that it has, independently and without reliance upon any Agent or any other Lender or any of their respective Affiliates and based on such documents and information as it has deemed appropriate, conducted its own independent investigation of the financial condition and affairs of the Loan Parties and their Subsidiaries and made its own credit analysis and decision to enter into this Agreement. Each Lender further represents and warrants that it has reviewed each document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof (including any such terms and conditions set forth, or otherwise maintained, on the Platform with respect thereto). Each Lender (and each Bank Product Provider) and each Issuing Bank also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

171

Section 10.08       Name Agents. The parties hereto acknowledge that the Arrangers, the Bookrunners and the persons named as Co-Managers on the cover page of this Agreement hold their titles in name only, and that such titles confer no additional rights or obligations relative to those conferred on any Lender or any Issuing Bank hereunder.

Section 10.09       Indemnification. The Lenders severally agree to indemnify each Agent in its capacity as such and each of its Related Persons (to the extent not reimbursed by the Borrowers or the Guarantors and without limiting the obligation of the Borrowers or the Guarantors to do so), ratably according to their respective outstanding Loans and Commitments in effect on the date on which indemnification is sought under this Section10.09 (or, if indemnification is sought after the date upon which all Commitments shall have been terminated and the Loans shall have been paid in full, ratably in accordance with such outstanding Loans and Commitments as in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, fines, penalties, actions, claims, suits, judgments, litigations, investigations, inquiries or proceedings, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans and Reimbursement Obligations) be imposed on, incurred by or asserted against such Agent or Related Person in any way relating to or arising out of, the Commitments, the Loans, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein, the Transactions or any of the other transactions contemplated hereby or thereby or any action taken or omitted by such Agent or Related Person under or in connection with any of the foregoing (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY AGENT OR RELATED PERSON); provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, fines, penalties, actions, claims, suits, judgments, litigations, investigations, inquiries or proceedings, costs, expenses or disbursements that are found by a final and non-appealable judgment of a court of competent jurisdiction to have directly resulted solely and directly from such Agent’s or Related Person’s, as the case may be, gross negligence or willful misconduct. The agreements in this Section 10.09 shall survive the payment of the Loans and all other amounts payable hereunder and the termination of the Commitments.

Section 10.10      Withholding Taxes. To the extent required by any applicable Legal Requirements, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If any payment has been made to any Lender by the Administrative Agent without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the Internal Revenue Service or any other Governmental Authority, or the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding tax from such payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

172

Section 10.11       Lender’s Representations, Warranties and Acknowledgements. (b) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Companies in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Companies. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. Each Lender and each Issuing Bank acknowledges that no Agent or Related Person of any Agent has made any representation or warranty to it. Except for documents expressly required by any Loan Document to be transmitted by an Agent to the Lenders or the Issuing Banks, no Agent shall have any duty or responsibility (either express or implied) to provide any Lender or any Issuing Bank with any credit or other information concerning any Loan Party or any Affiliate of a Loan Party, including the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of a Loan Party, that may come in to the possession of an Agent or any of its Related Persons.

(c)          Each Lender, by delivering its signature page to this Agreement or an Assignment and Acceptance Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, the Required Lenders or the Lenders, as applicable, on the Closing Date.

Section 10.12      Security Documents and Guarantees.

(a)          Each Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guarantees, the Collateral and the Loan Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Bank Product Obligations with respect to any Bank Product Agreement. Subject to Section 11.02, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 8.01 or 11.02) have otherwise consented or (ii) release any Guarantor from the Guarantees pursuant to Section 7.09 or with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 8.01 or 11.02) have otherwise consented.

(b)          Anything contained in any of the Loan Documents to the contrary notwithstanding, each Loan Party, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantees, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon instructions from the Required Lenders (or the Majority Revolving Lenders, as the case may be), for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

173

(c)         (i)          Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Lender, or any Affiliate of any Lender that is a party to any Bank Product Agreement) take such actions as shall be required to release its security interest in any Collateral subject to any disposition permitted by the Loan Documents, and to release any guarantee obligations under any Loan Document of any person subject to such disposition, to the extent necessary to permit consummation of such disposition in accordance with the Loan Documents.

(ii)         Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Secured Obligations (other than Secured Obligations in respect of any Bank Product Agreement and contingent indemnification obligations for which no claim or demand has been made) have been paid in full, all Commitments have terminated or expired and all Letters of Credit have terminated or expired (or have been Cash Collateralized), upon request of the Administrative Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Bank Product Agreement) take such actions as shall be required to release its security interest in all Collateral, and to release all guarantee obligations provided for in any Loan Document, whether or not on the date of such release there may be outstanding Secured Obligations in respect of Bank Product Agreements. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Administrative Borrower or any other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made.

(d)         The Agents shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Agents be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Section 10.13       Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any Insolvency Proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

174

(a)          to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;

(b)          to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its respective agents and counsel and all other amounts due the Administrative Agent under Sections 2.03 and 10.03) allowed in such judicial proceeding; and

(c)          to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under this Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Administrative Agent, its agents and counsel, and any other amounts due the Administrative Agent under this Agreement out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 10.14       Ship Mortgage Trust. The Mortgage Trustee agrees and declares, and each of the other Secured Parties acknowledges, that, subject to the terms and conditions of this Section 10.14, the Mortgage Trustee holds the Trust Property in trust for the Secured Parties absolutely. Each of the other Secured Parties agrees that the obligations, rights and benefits vested in the Mortgage Trustee shall be performed and exercised in accordance with this Section 10.14. For the avoidance of doubt, the Mortgage Trustee shall have the benefit of all of the provisions of this Agreement (including exculpatory and indemnification provisions) benefiting it in its capacity as Collateral Agent for the Secured Parties. In addition, the Mortgage Trustee and any attorney, agent or delegate of the Mortgage Trustee may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Mortgage Trustee or any other such person by or pursuant to the Collateral Vessel Mortgages or in respect of anything else done or omitted to be done in any way relating to the Collateral Vessel Mortgages.

175

ARTICLE XI

MISCELLANEOUS

Section 11.01        Notices.

(a)            Notices and other communications provided for herein shall, except as provided in Section11.01(b), be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile transmission, as follows:

(i)          if to any Loan Party, to the Administrative Borrower at:

International Seaways Operating Corporation

c/o International Seaways Ship Management LLC

600 Third Avenue, 39th Floor

New York, New York 10016

Attention: President

Telephone: 212-953-4100

Fax: 212-578-1881

Email: lzabrocky@intlseas.com and LegalDepartment@intlseas.com

(ii)         if to the Administrative Agent, to it at:

Jefferies Finance LLC

520 Madison Avenue

New York, NY 10022

Attention: Account Manager – International Seaways Operating Corporation

Facsimile No.: (212) 284-3444

Electronic Mail: JFIN.Admin@Jefferies.com

(iii)        if to a Lender, to it at its address (or facsimile number) set forth on Annex I or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto;

(iv)        if to the Swingline Lender, to it at:

Skandinaviska Enskilda Banken AB (publ)

Rissneleden 110

SE-106 40 Stockholm, Sweden

Attention: Structured Credits Operations

Facsimile No.: +46 8 611 03 84

Electronic Email: sco@seb.se

(v)         if to any Issuing Bank, to such Issuing Bank at (as applicable):

Skandinaviska Enskilda Banken AB (publ)

Rissneleden 110

SE-106 40 Stockholm, Sweden

Attention: Structured Credits Operations

Facsimile No.: +46 8 611 03 84

Electronic Email: sco@seb.se

176

Notice and other communications to the Lenders and the Issuing Banks hereunder may (subject to Section 11.01(b)) be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent. Any party hereto may change its address, facsimile number or e-mail address for notice and other communications hereunder by notice to the other parties hereto. The Administrative Agent or the Administrative Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided, that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (including by the “return receipt requested” function, as available, return e-mail or other written acknowledgment); provided, that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(b)          Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a conversion of an existing, Borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent at the e-mail address(es) provided to the Administrative Borrower by the Administrative Agent from time to time or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require. In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require. Nothing in this Section 11.01 shall prejudice the right of the Agents, any Lender, any Issuing Bank or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.

(c)          To the extent consented to by the Administrative Agent in writing from time to time, the Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents.

177

(d)          Each Loan Party further agrees that the Administrative Agent may make the Communications available to the other Agents, the Lenders or the Issuing Banks by posting the Communications on a Platform. The Platform and any Approved Electronic Communications are provided “as is” and “as available.” The Agents do not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent in connection with the Communications or the Platform. In no event shall any Agent have any liability to any Loan Party, any Lender or any other person for damages of any kind, whether or not based on strict liability and including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in contract, tort or otherwise) arising out of or related to any Loan Party’s or any Agent’s transmissions of Communications through the Internet (including the Platform). Notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (a) of notification that such notice or communication is available and identifying the website address therefor. Each Loan Party understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of the Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(e)          The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

(f)           Each Loan Party, each Lender and each Agent agrees that the Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures and policies.

(g)          Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “Public Side Information” portion of the Platform and that may contain Material Non-Public Information with respect to the Administrative Borrower, its Subsidiaries or their securities for purposes of United States federal or state securities laws. In the event that any Public Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such Public Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) neither any Borrower nor the Administrative Agent has any responsibility for such Public Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.

178

Section 11.02      Waivers; Amendment. (b) No failure or delay by any Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each Agent, each Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 11.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether any Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b)            Subject to Sections 2.16(c), 11.02(d) and 11.02(e), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Loan Parties and the Required Lenders (other than with respect to any amendment or waiver contemplated in clause (b)(xiv) below, which shall only require the consent of the Majority Revolving Lenders) or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, that no such agreement shall:

(i)             increase or extend the expiry date of any Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default (or any definition used, respectively, therein) shall constitute an increase in or an extension of the expiry date of any Commitment of any Lender for purposes of this clause (i));

(ii)            reduce the principal amount or premium, if any, of any Loan or LC Disbursement or reduce the rate of interest thereon (other than waiver of any increase in the rate of interest pursuant to Section 2.06(c)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby (including, if directly affected, each Issuing Bank);

(iii)           postpone or extend the maturity of any Loan, the required date of payment of any Reimbursement Obligation or any scheduled date of payment of or the installment otherwise due on the principal amount of any Term Loan under Section 2.09, or any date for the payment of any interest, premium or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the rate of interest pursuant to Section 2.06(c)), or postpone the scheduled date of expiration of any Commitment or postpone the scheduled date of expiration of any Letter of Credit beyond the Letter of Credit Expiration Date, without the written consent of each Lender directly affected thereby (including, if directly affected, each Issuing Bank);

(iv)          change Section 11.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender directly affected thereby (provided that any amendment that clarifies any ambiguity or defect in the definition or use of Disqualified Institutions shall require only the consent of the Required Lenders and the Loan Parties);

(v)           change Section 2.14(b) or (c) or Section 9.01 in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender directly affected thereby;

179

(vi)          change the percentage set forth in the definition of “Required Lenders”, “Majority Revolving Lenders”, or any other provision of any Loan Document (including this Section 11.02) specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender (or each Lender of such Class, as the case may be);

(vii)          release all or substantially all of the Guarantors from their respective Guarantees (except as expressly provided in Article VII), or limit their liability in respect of such Guarantees, without the written consent of each Lender;

(viii)       except as expressly permitted in this Agreement or any Security Document, release all or substantially all of the Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and ratably with the other Secured Obligations), in each case without the written consent of each Lender;

(ix)          change the order of application of prepayments among Term Loans and Revolving Commitments (and related Revolving Obligations) under Section 2.10(d) or change the application of prepayments of Term Loans set forth in Section 2.10(d) in each case without the consent of the Majority Revolving Lenders and Term Lenders holding more than 50% of the aggregate principal amount of the outstanding Term Loans;

(x)            without the written consent of the Majority Revolving Lenders, amend, modify or waive (w) the provisions of Section 2.10(h) or Article IX, in each case, in a manner adversely affecting the priority status of the Revolving Obligations, (x) the provisions of Section 11.04(k) or 11.23, (y) any condition precedent set forth in Section4.02 with respect to the making of any Revolving Loan or Swingline Loan or the issuance of any Letter of Credit or (z) alter the rights or remedies of the Majority Revolving Lenders arising pursuant to ArticleVIII as a result of the failure of the Required Lenders to exercise their rights and remedies within the time period set forth therein;

(xi)           without the written consent of the Term Lenders holding more than 50% of the aggregate principal amount of the outstanding Term Loans, amend or modify this Agreement to provide for aggregate Revolving Commitments under all Classes to exceed $75,000,000;

(xii)          subordinate the Obligations under the Loan Documents to any other Indebtedness without the written consent of each Lender;

(xiii)         modify the protections afforded to an SPC pursuant to the provisions of Section 11.04(h) without the written consent of such SPC; or

(xiv)         (w) amend or otherwise modify Section6.06(b)(ii)(B), (x) amend or otherwise modify Section 6.10(b) (or for the purposes of determining compliance with Section 6.10(b), any defined terms used therein), or (y) waive or consent to any Default resulting from a breach of either Section 6.06(b)(ii)(B) or Section 6.10(b) or (z) alter the rights or remedies of the Majority Revolving Lenders arising pursuant to Article VIII as a result of a breach of either Section 6.06(b)(ii)(b) or Section 6.10(b), in each case, without the written consent of the Majority Revolving Lenders; provided, however, that the amendments, modifications, waivers and consents described in this clause (xiv) shall not require the consent of any Lenders other than the Majority Revolving Lenders;

180

provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Collateral Agent, any Issuing Bank or the Swingline Lender without the prior written consent of the Administrative Agent, the Collateral Agent, such Issuing Bank or the Swingline Lender, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrowers, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Collateral Agent, the Issuing Banks and the Swingline Lender) if (1) by the terms of such agreement the Commitments of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (2) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (3) Section 2.16(b) is complied with.

(c)           Without the consent of any other person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable Legal Requirements.

(d)           Notwithstanding the foregoing, if, following the Closing Date, the Administrative Agent and the Administrative Borrower shall have agreed in their sole and absolute discretion that there is an ambiguity, inconsistency, manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Administrative Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof (it being understood that the Administrative Agent has no obligation to agree to any such amendment).

(e)           Further, notwithstanding the foregoing, any provision of this Agreement and the other Loan Documents may be amended to effect (x) any amendment as, and to the extent, provided in the definition of “Additional Permitted Unsecured Debt” contained herein and (y) any Extension Amendment, any Corrective Extension Amendment, any Incremental Loan Amendment or any Refinancing Amendment as, and to the extent, provided in Sections 2.20, 2.21 and 2.23.

Section 11.03       Expenses; Indemnity. (a) The Loan Parties agree, jointly and severally, to pay, promptly upon demand:

(i)             all reasonable and documented out-of-pocket costs and expenses incurred by the Arrangers, the Bookrunners, the Administrative Agent, the Collateral Agent, the Issuing Banks and the Swingline Lender (including (i) the reasonable and documented fees, disbursements and other charges of Advisors for the Arrangers, the Bookrunners, the Administrative Agent, the Collateral Agent, the Issuing Banks and the Swingline Lender in connection with the syndication of the Loans and Commitments, the preparation, negotiation, execution and delivery of the Loan Documents, the administration of the Credit Extensions and Commitments (including with respect to the establishment and maintenance of a Platform and including the reasonable fees and disbursements of counsel as may be necessary or appropriate in the judgment of the Agents, and the charges of IntraLinks, SyndTrak or a similar service), the perfection and maintenance of the Liens securing the Collateral and any actual or proposed amendment, supplement or waiver of any of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated);

181

(ii)            all reasonable and documented out-of-pocket costs and expenses incurred by the Arrangers, the Bookrunners, the Administrative Agent, the Collateral Agent, any other Agent, the Issuing Banks, the Swingline Lender, or any Lender (including the fees, charges and disbursements of Advisors for any of the foregoing) incurred in connection with the enforcement or protection of its rights under the Loan Documents, including its rights under this Section 11.03(a), or in connection with the Loans made or Letters of Credit issued hereunder and the collection of the Obligations, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of the Obligations; provided that, in the case of charges of outside counsel, such payment shall be limited to the reasonable and documented fees, disbursements and charges of (x) one primary counsel for the Agents and the Lenders (collectively with the Agents, taken as a group), (y) one local counsel and foreign counsel in each relevant jurisdiction for each of the Agents and the Lenders (collectively with the Agents, taken as a group) and (z) one maritime counsel in each relevant jurisdiction for each of the Agents and the Lenders (collectively with the Agents, taken as a group) (and, in each case, in the case of an actual or a potential conflict of interest, (A) one additional counsel for each affected person (or group of similarly affected persons), (B) one local counsel and/or foreign counsel for each affected person (or group of similarly affected persons) in any relevant jurisdiction and (C) one maritime counsel for each affected person (or group of similar affected persons) in each relevant jurisdiction;

(iii)           subject to Section5.13, all reasonable and documented out-of-pocket costs and expenses incurred by (or on behalf of) the Administrative Agent and the Collateral Agent in respect of Vessel Appraisal fees and expenses and fees and expenses for appraisals of the FSO JV Equity Interests and, prior to the SPV VLCC Designations, SPV VLCC Parent Equity Interests; and

(iv)           all Other Taxes in respect of the Loan Documents.

182

(b)            The Loan Parties agree, jointly and severally, to indemnify the Agents, each Lender, each Issuing Bank, the Swingline Lender and each Related Person of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, all reasonable and documented expenses (including reasonable and documented fees, disbursements and other charges of one counsel for all Indemnitees and, if necessary, one maritime counsel, local and foreign counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions for all Indemnitees (and, in the case of an actual or potential conflict of interest of another firm of counsel (and maritime counsel and one firm of local and foreign counsel in each appropriate jurisdiction) for such affected Indemnitee))) and any and all claims, damages, losses and liabilities, fees, fines, penalties, actions, judgments, suits and related expenses, including reasonable Advisors fees, charges and disbursements (collectively, “Claims”), incurred by or asserted against any Indemnitee, directly or indirectly, arising out of, relating to or in connection with (i) the execution, delivery, performance, administration or enforcement of the Loan Documents, the Engagement Letter or any agreement or instrument contemplated thereby or the performance by the parties thereto of their respective obligations thereunder, (ii) any actual or proposed use of the proceeds of the Loans or issuance of Letters of Credit, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, (iv) any actual or alleged presence or Release or threatened Release of Hazardous Materials, on, at, under or from any property (A) owned, leased or operated by any Company or (B) formerly owned, leased or operated by any Company at the time of its ownership, lease or operations, (v) any Environmental Claim or threatened Environmental Claim against any of the Companies relating to any Real Property, Vessel, Chartered Vessel or other property currently or formerly owned, leased or operated by any of the Companies or relating to the operations of any of the Companies, (vi) any non-compliance with, or violation of, applicable Environmental Laws or Environmental Permits by any of the Companies or any of their businesses, operations, Real Property, Vessels, Chartered Vessels and other properties, (vii) the imposition of any environmental Lien encumbering Real Property or Vessels or Chartered Vessels owned, leased or operated by any Company, (viii) the consummation of the Transactions (including the syndication of the Loans and the Commitments) and the other transactions contemplated hereby or (ix) any actual or prospective claim, action, suit, litigation, inquiry, investigation, or other proceeding or preparation of a defense in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party or any of their respective subsidiaries, affiliates or shareholders or otherwise, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses or other Claims are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily from (i) the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons, (ii) a material breach by such Indemnitee or any of its Related Persons of any of its or their respective obligations under the Loan Documents or (iii) any claims brought by an Indemnitee against another Indemnitee (other than against the Administrative Agent or any other Agent in its capacity as such) not arising out of any act or omission by any Loan Party or any Affiliate thereof.

(c)            The Loan Parties agree, jointly and severally, that, without the prior written consent of the Agents and any affected Lender (such consent not to be unreasonably withheld), the Loan Parties will not enter into any settlement of a Claim in respect of the subject matter of Section 11.03(b) and asserted against an Indemnitee unless such settlement includes an explicit and unconditional release from the party bringing such Claim of all Indemnitees and does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee.

(d)           The provisions of this Section 11.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the Transactions and the other transactions contemplated hereby, the repayment of the Loans and any other Secured Obligations, the release of any Guarantor or of all or any portion of the Collateral, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Agents, the Issuing Bank or any Lender. All amounts due under this Section 11.03 shall be accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

(e)           To the extent that the Loan Parties fail to indefeasibly pay any amount required to be paid by them to the Agents, the Issuing Banks or the Swingline Lender under clause (a) or (b) of this Section11.03 in accordance with Section10.03, each Lender severally agrees to pay to the Agents, the Issuing Banks or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided, that the unreimbursed Claim was incurred by or asserted against any of the Agents, the Issuing Banks, or the Swingline Lender in its capacity as such. For purposes of this clause (e), a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Total Revolving Exposure, the principal amount of outstanding Term Loans and unused Term Commitments at the time.

183

(f)           To the fullest extent permitted by applicable Legal Requirements, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, exemplary, consequential or punitive damages (including any loss of profits, business or anticipated savings as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided, that such waiver of special, punitive, indirect or consequential damages shall not limit the indemnification obligations of the Loan Parties to the extent such special, punitive, indirect or consequential damages are included in any third party claim with respect to which the applicable Indemnitee is entitled to indemnification under this Section 11.03. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with the Loan Documents or the transactions contemplated hereby or thereby.

(g)          All amounts due under this Section 11.03 shall be payable no later than 10 Business Days after written demand (accompanied by an invoice or other reasonable documentation) therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final and non-appealable judicial determination of a court of competent jurisdiction that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 11.03.

Section 11.04       Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate or designee of any Issuing Bank that issues any Letter of Credit), except that the Loan Parties may not assign or otherwise transfer any of their respective rights or obligations hereunder without the prior written consent of the Administrative Agent, the Collateral Agent, the Issuing Banks, the Swingline Lender and each Lender, which consent may be withheld in their respective sole discretion (and any attempted assignment or transfer by any Loan Party without such consent shall be null and void ab initio). Nothing in this Agreement or any other Loan Document, express or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate or designee of any Issuing Bank that issues any Letter of Credit), Participants to the extent expressly provided in clause (e) of this Section 11.04 and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement or any other Loan Document.

(b)          Any Lender shall have the right at any time to assign to one or more assignees (other than any Company or any Affiliate thereof (except as provided in Section 2.22) or a natural person) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, that:

(i)             except in the case of (A) an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, (B) any assignment made in connection with the primary syndication by the Arrangers of the Commitments and the Loans or (C) an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than (x) in the case of Term Loans, $1,000,000 (or, in the case of any assignment made in connection with the primary syndication of the Term Commitments and Term Loans by Jefferies Finance LLC and its Affiliates, $100,000), and (y) in the case of Revolving Commitments or Revolving Loans, $2,500,000; provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amounts has been met;

184

(ii)           each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender’s rights and obligations under this Agreement , except that this clause (ii) shall not be construed to prohibit the assignment of a proportionate part of all of the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(iii)         the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (unless such fee is waived by the Administrative Agent in its sole discretion); provided, however, in the case of contemporaneous assignments by any Lender to one or more Approved Funds, only a single processing and recording fee shall be payable for such assignments;

(iv)          the assignee, if it shall not then be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;

(v)           the assignee shall represent and warrant to the Administrative Borrower and the Administrative Agent that it is an Eligible Assignee; and

(vi)          each of (x) the Administrative Agent, (y) with respect to any assignment of Revolving Loans and Revolving Commitments, the Swingline Lender and each Issuing Bank, and (z) (except (I) when an Event of Default has occurred and is continuing or (II) in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund) the Administrative Borrower must give its prior written consent to such assignment (which consent shall not be unreasonably withheld, delayed or conditioned); provided, that (i) the Administrative Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof and (ii) the consent of the Administrative Agent shall not be required if such assignment is in respect of Term Loans that is made to a Lender, an Affiliate of a Lender or an Approved Fund.

Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, any consent of the Issuing Banks and the Swingline Lender required under this clause (b) may be withheld by such person in its sole discretion. Subject to acceptance and recording thereof pursuant to Section 11.04(d), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement (provided, that any liability of the Borrowers to such assignee under Section 2.12, 2.13 or 2.15 shall be limited to the amount, if any, that would have been payable thereunder by the Borrowers in the absence of such assignment, except to the extent any such amounts are attributable to a Change in Law occurring after the date of such assignment), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 11.03.

185

(c)          The Administrative Agent, acting for this purpose as an agent of the Administrative Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive in the absence of manifest error, and the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders may treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement and the other Loan Documents, notwithstanding notice to the contrary. The Register shall be available for inspection by the Administrative Borrower, the Issuing Bank, the Collateral Agent, the Swingline Lender and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice.

(d)          Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 11.04(b) and any written consent to such assignment required by Section11.04(b), the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section11.04(d). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with the requirements of this Section 11.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.04(e).

(e)          Any Lender shall have the right at any time, without the consent of, or notice to any Borrower, the Administrative Agent, any Issuing Bank or the Swingline Lender or any other person to sell participations to any person (other than any Company or any Affiliate thereof or a natural person) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Collateral Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) is described in clauses (i), (ii) or (iii) of the proviso to Section 11.02(b) and (2) directly affects such Participant. Each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.04(b). To the extent permitted by Legal Requirements, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided, that such Participant agrees in writing to be subject to Section 2.14(c) as though it were a Lender. Each Lender shall, acting for this purpose as a “non-fiduciary” agent of the Borrowers, maintain at one of its offices a register for the recordation of the names and addresses of its Participants, and the amount and terms of its participations (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender (and the Borrowers, to the extent that the Participant requests payment from the Borrowers) shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.

186

(f)          A Participant shall not be entitled to receive any greater payment under Section 2.12, 2.13 or 2.15 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the prior written consent of the Administrative Borrower (which consent shall not be unreasonably withheld, delayed or conditioned) or the greater payment results from a Change in Law after the date the participation was sold to the Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless such Participant agrees to comply with Section 2.15(f) as though it were a Lender (it being understood that the documentation required in Section 2.15(f) shall be delivered to the participating Lender).

(g)          Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank, and this Section11.04 shall not apply to any such pledge or assignment of a security interest; provided, that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. Without limiting the foregoing, in the case of any Lender that is a fund that invests in bank loans or similar extensions of credit, such Lender may, without the consent of the Borrowers, each Issuing Bank, the Swingline Lender, the Administrative Agent or any other person, collaterally assign or pledge all or any portion of its rights under this Agreement, including the Loans and the Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

(h)           Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle (an “SPC”), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Administrative Borrower, the option to provide to the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to a Borrower pursuant to this Agreement; provided, that (i) nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof; provided further that nothing herein shall make the SPC a “Lender” for the purposes of this Agreement, obligate the Borrowers or any other Loan Party or the Administrative Agent to deal with such SPC directly, obligate the Borrowers or any other Loan Party in any manner to any greater extent than they were obligated to the Granting Lender, or increase costs or expenses of the Borrowers. The Loan Parties and the Administrative Agent shall be entitled to deal solely with, and obtain good discharge from, the Granting Lender and shall not be required to investigate or otherwise seek the consent or approval of any SPC, including for the approval of any amendment, waiver or other modification of any provision of any Loan Document. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In addition, notwithstanding anything to the contrary contained in this Section 11.04(h), any SPC may (i) with notice to, but without the prior written consent of, the Administrative Borrower and the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Administrative Borrower and the Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any Material Non-Public Information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC.

187

(i)           The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Acceptance shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirement, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar laws domestic or foreign, federal, state, provincial or otherwise, based on or analogous or similar to the Uniform Electronic Transactions Act.

(j)           Any assignor Lender of all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) or seller of a participation hereunder shall be entitled to rely conclusively on a representation of the assignee Lender or Participant in the relevant Assignment and Acceptance or participation agreement, as applicable, that such assignee or purchaser is not a Disqualified Institution. None of the Agents shall have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to, Disqualified Institutions. Upon request by any Lender or prospective Lender, the Administrative Agent shall be permitted to disclose to such Lender or prospective Lender the identity of the Disqualified Institutions.

(k)          (i) Without prejudice to the enforcement of any of the Agents’ or Lenders’ rights and remedies under the Loan Documents, at law or in equity or otherwise, the Revolving Lenders agree that at any time following (a) the commencement of any Insolvency Proceeding with respect to any Loan Party, (b) any acceleration of the Revolving Obligations or (c) each election by the Majority Revolving Lenders to assert any rights or withhold any consent under or in respect of any provision of Section 11.23 at any time and from time to time, the Revolving Lenders will offer the Term Lenders, by written notice to the Administrative Agent, the option to purchase the entire aggregate amount of outstanding Revolving Obligations (including unfunded Revolving Commitments) at the Purchase Price without warranty or representation or recourse except as provided in Section11.04(k)(iii), on a pro rata basis among the Revolving Lenders. The “Purchase Price” will equal the sum of (1) the aggregate principal amount of all Revolving Loans, Swingline Loans and Reimbursement Obligations included in the Obligations (including an amount in cash equal to 103% of the undrawn amount of outstanding Letters of Credit), and all accrued and unpaid interest thereon through the date of purchase (but excluding any prepayment penalties or premiums) and (2) all accrued and unpaid fees, expenses and other amounts owed to the Revolving Lenders under the Loan Documents as of the date of purchase.

188

(ii)            The Term Lenders (or any one or more of them) may in their sole and absolute discretion irrevocably accept such offer within 10 Business Days of the receipt thereof (it being understood that a failure to affirmatively accept such offer within such time frame shall be deemed to be a rejection of such offer). If the Term Lenders (or any one or more of them) accept such offer, it shall be exercised not more than 20 days, nor less than 10 days, after the receipt by the Revolving Lenders of the notice of election by such Term Lenders, subject to any required approval of any court or other Governmental Authority then in effect, if any. Such sale shall be pursuant to documentation mutually acceptable to the Revolving Lenders and such Term Lenders, without the prior written consent of the Administrative Borrower or any other Loan Party. If the all of the Term Lenders reject such offer (or any one or more of them does not so irrevocably accept such offer within the required timeframe), the Revolving Lenders shall have no further obligations pursuant to this Section 11.04(k). Each Revolving Lender will retain all rights to indemnification provided in the relevant Loan Documents for all claims and other amounts relating to periods prior to the purchase of the Revolving Obligations pursuant to this Section11.04(k). The Purchase Price shall be remitted by wire transfer in federal funds to such bank account of the Administrative Agent for the ratable account of the Revolving Lenders in New York, New York, as the Administrative Agent may designate in writing to such Term Lenders for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by such Term Lenders that have exercised such option to the bank account designated by the Administrative Agent are received in such bank account prior to 1:00 p.m., New York City time, and interest shall be calculated to and including such Business Day if the amounts so paid by such Term Lenders to the bank account designated by the Administrative Agent are received in such bank account later than 1:00 p.m., New York City time, on such Business Day.

(iii)          The Term Lenders agree that the purchase and sale of the Revolving Obligations under this Section 11.04(k) will be expressly made without recourse and without representation or warranty of any kind by the Revolving Lenders, except that the Revolving Lenders shall severally and not jointly represent and warrant to the Term Lenders that on the date of the purchase, immediately before giving effect to such purchase:

(a)           the principal of and accrued and unpaid interest on the Revolving Obligations, and the fees and expenses thereof owed to the respective Revolving Lenders, are as stated in any assignment agreement prepared in connection with the purchase and sale of the Revolving Obligations; and

(b)          each Revolving Lender owns the Revolving Obligations purported to be owned by it free and clear of any Liens (other than participation interests not prohibited by this Agreement, in which case the Purchase Price will be appropriately adjusted so that the Term Lenders do not pay amounts represented by participation interests).

Section 11.05        Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the reports, certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect so long as any Obligation or any Letter of Credit is outstanding (or Cash Collateralized) and so long as the Commitments have not expired or terminated. The provisions of Article X and Sections 2.12, 2.13, 2.15, 11.03, 11.05, 11.09, 11.10 and 11.12 shall survive and remain in full force and effect regardless of the consummation of the Transactions and the other transactions contemplated hereby, the repayment of the Loans, the payment of the Reimbursement Obligations, the expiration or termination of the Letters of Credit and the Revolving Commitments or the termination of this Agreement or any provision hereof.

189

Section 11.06       Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the Agent Fee Letter and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent and/or other Agents, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11.07       Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 11.08       Right of Setoff; Marshalling; Payments Set Aside. If an Event of Default shall have occurred and be continuing, each Lender, each Issuing Bank and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Legal Requirements, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of any Loan Party now or hereafter existing under this Agreement or any other Loan Documents held by such Lender or such Issuing Bank, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be contingent or unmatured or are owed to a branch or office of such Lender or such Issuing Bank different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and each Issuing Bank under this Section11.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. None of any Agent, any Lender or any Issuing Bank shall be under any obligation to marshal any assets in favor of any Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Loan Party makes a payment or payments to the Administrative Agent, the Collateral Agent, any Issuing Bank or any Lender (or to the Administrative Agent or the Collateral Agent, on behalf of the Lenders or the Issuing Banks), or any Agent, any Issuing Bank or any Lender enforces any security interests or exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Insolvency Law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Section 11.09       Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement and the other Loan Documents 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 Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, and governed by, the law of the State of New York.

190

(b)          Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York , located in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by applicable Legal Requirements, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements. Nothing in this Agreement or any other Loan Document or otherwise, however, shall affect any right that the Administrative Agent, the Collateral Agent, any other Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c)          Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirements, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 11.09(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Legal Requirements, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)          Each party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than facsimile or email) in Section 11.01. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, each Loan Party hereby irrevocably and unconditionally appoints the Co-Borrower, with an office for service of process delivery on the date hereof at c/o International Seaways Ship Management LLC, 600 Third Avenue, 39th Floor, New York, New York 10016, and its successors (the “Process Agent”), as its agent to receive on behalf of such Loan Party and its property all writs, claims, process, and summonses in any action or proceeding brought against such Loan Party in the State of New York. Such service may be made by mailing or delivering a copy of such process to any Loan Party in care of the Process Agent at the address specified above for the Process Agent, and such Loan Party irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure by the Process Agent to give notice to the applicable Loan Party, or failure of the applicable Loan Party, to receive notice of such service of process shall not impair or affect the validity of such service on the Process Agent or any such Loan Party, or of any judgment based thereon. Each Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents that may be necessary to continue the designation of the Process Agent above in full force and effect, and to cause the Process Agent to act as such. Each Loan Party hereto further covenants and agrees to maintain at all times an agent with offices in New York City to act as its Process Agent. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Legal Requirements.

191

Section 11.10       Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENTS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT, THE TRANSACTIONS OR THE OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).    EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.10.

Section 11.11       Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 11.12        Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Arrangers, the Bookrunners, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ and Approved Funds’ directors, officers, employees, partners, trustees, agents, advisors and other representatives, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential pursuant to the terms hereof, and any failure of such persons acting on behalf of the Administrative Agent, the Collateral Agent, an Arranger, an Issuing Bank or a Lender to comply with this Section 11.12 shall constitute a breach of this Section 11.12 by the Administrative Agent, the Collateral Agent, such Arranger, such Issuing Bank or such Lender, as applicable), (b) to the extent (i) requested by any regulatory authority or any self-regulatory authority (such as (but not limited to) the National Association of Insurance Commissioners and the SEC) or (ii) to the extent required by applicable Legal Requirements or by any subpoena or similar legal process or in connection with any pledge or assignment made pursuant to Section 11.04(g), provided that, solely to the extent permitted by law and other than in connection with routine audits and reviews by regulatory and self-regulatory authorities, such disclosing entity shall notify the Administrative Borrower as promptly as practicable of any such requested or required disclosure in connection with any legal or regulatory proceeding, (c) to any other party to this Agreement, (d) in connection with the exercise of any remedies under the Loan Documents or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section 11.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the any of the Borrower and their respective obligations, (iii) any rating agency for the purpose of obtaining a credit rating applicable to any Loan or Loan Party or (iv) any actual or prospective investor in an SPC, (f) with the consent of the Borrowers, (g) to an investor or prospective investor in securities issued by an Approved Fund of any Lender that also agrees that Information shall be used solely for the purpose of evaluating an investment in such securities issued by an Approved Fund of any Lender or to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in securities issued by an Approved Fund of any Lender in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by such Approved Fund (it being agreed that the persons to whom such disclosure is made will be informed of the confidential nature of such Information) or (h) to the extent such Information (a) is publicly available at the time of disclosure or becomes publicly available other than as a result of a breach of this Section 11.12 or (b) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a non-confidential basis from a source other than Holdings, the Borrowers or any Subsidiary of Holdings. In addition, the Agents, the Issuing Banks and the Lenders may disclose the existence of this Agreement and the information about this Agreement to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans, market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agents, the Issuing Banks and the Lenders in connection with the administrative and management of this Agreement and the other Loan Documents. For the purposes of this Section 11.12, “Information” shall mean all non-public information received from Holdings and the Borrowers relating to Holdings and the Borrowers or any of their respective Subsidiaries or their business, other than any such information that is available to the Administrative Agent, the Issuing Banks or any Lender on a non-confidential basis prior to disclosure by Holdings and the Borrowers. Any person required to maintain the confidentiality of Information as provided in this Section 11.12 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person accords to its own confidential information.

192

Section 11.13        Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Legal Requirements, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 11.13 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

Section 11.14       Assignment and Acceptance. Each Lender to become a party to this Agreement (other than the Administrative Agent and any other Lender that is a signatory hereto) shall do so by delivering to the Administrative Agent an Assignment and Acceptance duly executed by such Lender, the Administrative Borrower (if the Administrative Borrower’s consent to such assignment is required hereunder) and the Administrative Agent.

Section 11.15        Obligations Absolute. To the fullest extent permitted by applicable law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:

(a)          any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

(b)           any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

(c)          any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

(d)          any exchange, release or non-perfection or loss of priority of any Liens on any or all of the Collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Secured Obligations;

(e)          any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

193

(f)           any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.

Section 11.16       Waiver of Defenses; Absence of Fiduciary Duties. (a) Each of the Loan Parties hereby waives any and all suretyship defenses available to it as a Guarantor arising out of the joint and several nature of its respective duties and obligations hereunder (including any defense contained in Article VII).

(b)          Each of the Loan Parties agrees that in connection with all aspects of the transactions contemplated hereby or by the other Loan Documents and any communications in connection therewith, the Loan Parties and their respective Affiliates, on the one hand, and each Lender and each Agent, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of any Lender or any Agent or any of their respective Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.

(c)          Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

Section 11.17       Patriot Act. Each Lender hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act, it may be required to obtain, verify and record information that identifies the Loan Parties and Responsible Officers thereof, which information includes the name, address and taxpayer identification number of each Loan Party and other information that will allow such Lender to identify such Loan Party and Responsible Officers in accordance with the Patriot Act.

194

Section 11.18      Bank Product Providers. Each Bank Product Provider shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom the Administrative Agent is acting. The Administrative Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to have appointed the Administrative Agent as its agent and to have accepted the benefits of the Loan Documents; it being understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to the Collateral Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that the Administrative Agent shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Bank Product Obligations and that if reserves are established there is no obligation on the part of the Administrative Agent to determine or insure whether the amount of any such reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, the Administrative Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to the Administrative Agent as to the amounts that are due and owing to it and such written certification is received by the Administrative Agent a reasonable period of time prior to the making of such distribution. The Administrative Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the relevant Bank Product Provider. In the absence of an updated certification, the Administrative Agent shall be entitled to assume that the amount due and payable to the relevant Bank Product Provider is the amount last certified to the Administrative Agent by such Bank Product Provider as being due and payable (less any distributions made to such Bank Product Provider on account thereof). The Borrowers may obtain Bank Products from any Bank Product Provider, although the Borrowers are not required to do so. The Borrowers acknowledge and agree that no Bank Product Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantors.

Section 11.19      EXCLUDED SWAP OBLIGATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT, (I) ANY EXCLUDED SWAP OBLIGATIONS SHALL BE EXCLUDED FROM (X) THE DEFINITION OF “SECURED OBLIGATIONS” (OR ANY EQUIVALENT DEFINITION) CONTAINED HEREIN OR IN ANY SECURITY DOCUMENT AND (Y) THE DEFINITION OF “GUARANTEED OBLIGATIONS” (OR ANY EQUIVALENT DEFINITION) IN THE GUARANTEE OR IN ANY OTHER GUARANTEE OF THE GUARANTEED OBLIGATIONS; (II) NO LIEN GRANTED PURSUANT TO ANY SECURITY DOCUMENT SHALL SECURE ANY EXCLUDED SWAP OBLIGATIONS; AND (III) NO EXCLUDED SWAP OBLIGATIONS SHALL BE GUARANTEED PURSUANT TO THE GUARANTEE OR ANY OTHER GUARANTEE OF THE GUARANTEED OBLIGATIONS.

Section 11.20        [Reserved].

195

Section 11.21       Judgment Currency. (a) The Loan Parties’ obligations hereunder and under the other Loan Documents to make payments in Dollars or, in the case of a Letter of Credit denominated in an Alternative Currency, such Alternative Currency (each, the “Obligation Currency”), shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Collateral Agent, the respective Issuing Bank or the respective Lender of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Collateral Agent, each Issuing Bank or such Lender under this Agreement or the other Loan Documents. If for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the day on which the judgment is given (such day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b)          If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, each Loan Party jointly and severally covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate or exchange prevailing on the Judgment Currency Conversion Date.

(c)          For purposes of determining any rate of exchange for this Section 11.21, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

Section 11.22      Waiver of Sovereign Immunity. Each of Holdings, the Borrowers it's the Subsidiary Guarantors, in respect of itself, its Subsidiaries, its process agents, and its properties and revenues, hereby irrevocably agrees that, to the extent that such Loan Party, its Subsidiaries or any of its properties has or may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, from any legal proceedings, whether in the United States, the Marshall Islands or elsewhere, to enforce or collect upon the Loans or any Loan Document or any other liability or obligation of such Loan Party or any of its Subsidiaries related to or arising from the transactions contemplated by any of the Loan Documents, including, without limitation, immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, such Loan Party, for itself and on behalf of its Subsidiaries, hereby expressly waives, to the fullest extent permissible under applicable law, any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the United States, the Marshall Islands or elsewhere. Without limiting the generality of the foregoing, each Loan Party further agrees that the waivers set forth in this Section11.22 shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Section 11.23      Revolving Credit Facility Priority. (a) EACH TERM LENDER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN SECTION 2.10(h) AND ARTICLE IX, THE REVOLVING OBLIGATIONS ARE ENTITLED TO DISTRIBUTIONS AND OTHER PAYMENTS PURSUANT TO SECTION 2.10(h), ARTICLE IX AND THIS SECTION 11.23 (INCLUDING DISTRIBUTIONS AND OTHER PAYMENTS PURSUANT TO AN INSOLVENCY PROCEEDING) PRIOR TO ANY DISTRIBUTIONS OR OTHER PAYMENTS BEING APPLIED TO THE OTHER OBLIGATIONS (INCLUDING OBLIGATIONS IN RESPECT OF OUTSTANDING TERM LOANS). Each Term Lender hereby agrees that it will not provide the Administrative Borrower or any other Loan Party post-petition financing (or support any third party providing any post-petition financing) unless upon the effectiveness of such post-petition financing, all outstanding Revolving Obligations (other than contingent indemnification obligations not then due and payable) shall have been paid in full in cash and the Revolving Commitments and all Letters of Credit shall have been terminated (or such Letters of Credit shall have been Cash Collateralized on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Banks) or the Majority Revolving Lenders shall have consented to such post-petition financing.

196

(b)          Each Term Lender agrees that it will raise no objection to, oppose or contest (or join with or support any third party opposing, objecting to or contesting), a sale or other disposition of any Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code if the Majority Revolving Lenders have consented to such sale or disposition of such assets.

(c)          The provisions of preceding clause (b) shall not prohibit Term Lenders from agreeing to or supporting a sale or other disposition of any Collateral free and clear of the Secured Parties’ Liens or other claims under Section 363 of the Bankruptcy Code so long as all outstanding Revolving Obligations (other than contingent indemnification obligations not then due and payable) are paid in full in cash and the Revolving Commitments and all Letters of Credit are terminated (or such Letters of Credit are Cash Collateralized on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank) at the time of the consummation of such sale or other disposition unless the Majority Revolving Lenders otherwise agree to such sale or other disposition.

(d)          Each Term Lender agrees that it will not support or agree to any Non- Conforming Plan of Reorganization.

(e)          Notwithstanding the provisions of Section 2.14 or anything to the contrary contained in this Agreement (other than as expressly provided in Section 2.10(h) and Article IX), after the exercise of remedies (including rights of setoff) provided for in ArticleVIII, any amounts received on account of the Secured Obligations (whether as a result of a payment under a Guarantee, any realization on the Collateral, any setoff rights, any distribution or other payment in connection with any insolvency or liquidation proceeding under the Bankruptcy Code or otherwise) shall be applied as provided in Article IX, in any such case until the prior payment in full in cash of all Revolving Obligations (other than contingent indemnification obligations not then due and payable) and the termination of all Letters of Credit (or the Cash Collateralization of such Letters of Credit on terms and pursuant to arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank). If any Secured Party collects or receives any amounts on account of the Secured Obligations to which it is not entitled under Article IX , such Secured Party shall hold the same in trust for the Secured Parties and shall forthwith deliver the same to the Administrative Agent, for the account of the Secured Parties, to be applied in accordance with this clause (e).

(f)          Without limiting the generality of the foregoing provisions of this Section11.23, (i) this Section11.23 is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law and (ii) it is the intention of the parties hereto that (and to the maximum extent permitted by law the parties hereto agree that) the Revolving Exposure and Revolving Commitments (and the security therefor) constitute a separate and distinct class (and separate and distinct claims) from the other Secured Obligations (and security therefor).

197

Section 11.24       Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)          the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b)          the effects of any Bail-In Action on any such liability, including, if applicable:

(i)          a reduction in full or in part or cancellation of any such liability;

(ii)         a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)         the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

(Signature Pages Follow)

198

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) AND 15d-14(a), AS AMENDED

I, Lois K. Zabrocky, certify that:

1. I have reviewed this quarterly report on Form 10-Q of International Seaways, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:  May 9, 2019	/s/ Lois K. Zabrocky
	Lois K. Zabrocky
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) AND 15d-14(a), AS AMENDED

I, Jeffrey D. Pribor, certify that:

1. I have reviewed this quarterly report on Form 10-Q of International Seaways, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:  May 9, 2019	/s/ Jeffrey D. Pribor
	Jeffrey D. Pribor
	Chief Financial Officer

EX-32

Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT 0F 2002

Each of the undersigned, the Chief Executive Officer and the Chief Financial Officer of International Seaways, Inc. (the “Company”), hereby certifies, to the best of her/his knowledge and belief, that the Form 10-Q of the Company for the quarterly period ended March 31, 2019 (the “Periodic Report”) accompanying this certification fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act and is not intended to be used for any other purpose.

Date:  May 9, 2019	/s/ Lois K. Zabrocky
	Lois K. Zabrocky
	Chief Executive Officer
Date:  May 9, 2019	/s/ Jeffrey D. Pribor
	Jeffrey D. Pribor
	Chief Financial Officer

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 08, 2019
Document And Entity Information [Abstract]
Entity Registrant Name	International Seaways, Inc.
Entity Central Index Key	0001679049
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		29,222,068
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2019
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current Assets:
Cash and cash equivalents	$ 79,537	$ 58,313
Voyage receivables, including unbilled of $85,103 and $87,725	95,818	94,623
Other receivables	3,872	5,246
Inventories	4,122	3,066
Prepaid expenses and other current assets	9,008	5,912
Current portion of derivative asset	151	460
Total Current Assets	192,508	167,620
Restricted cash - noncurrent	57,618	59,331
Vessels and other property, less accumulated depreciation of $322,003 and $307,051	1,320,642	1,330,795
Deferred drydock expenditures, net	19,114	16,773
Total Vessels, Deferred Drydock and Other Property	1,339,756	1,347,568
Investments in and advances to affiliated companies	267,518	268,322
Long-term derivative asset	104	704
Operating lease right-of-use assets	30,570
Other assets	2,996	5,056
Total Assets	1,891,070	1,848,601
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities	33,234	23,008
Current portion of operating lease liabilities	8,348
Current installments of long-term debt	57,680	51,555
Current portion of derivative liabiliity	1,188	707
Total Current Liabilities	100,450	75,270
Long-term operating lease liabilities	19,512
Long-term debt	747,955	759,112
Long-term derivative liability	2,862	1,922
Other liabilities	2,304	2,442
Total Liabilities	873,083	838,746
Commitments and contingencies
Equity:
Capital - 100,000,000 no par value shares authorized; 29,199,074 and 29,184,501 shares issued and outstanding	1,309,881	1,309,269
Accumulated deficit	(258,588)	(269,485)
Stockholders Equity Subtotal	1,051,293	1,039,784
Accumulated other comprehensive loss	(33,306)	(29,929)
Total Equity	1,017,987	1,009,855
Total Liabilities and Equity	$ 1,891,070	$ 1,848,601

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
CONSOLIDATED BALANCE SHEETS [Abstract]
Unbilled voyage receivable (in dollars)	$ 85,103	$ 87,725
Vessels and other property, accumulated depreciation	$ 322,003	$ 307,051
Common stock, shares authorized	100,000,000	100,000,000
Common stock, no par value	$ 0	$ 0
Common stock, shares, issued	29,199,074	29,184,501
Common stock, shares, outstanding	29,199,074	29,184,501

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Shipping Revenues:
Shipping revenues	$ 101,874	$ 51,978
Operating Expenses:
Voyage expenses	7,845	3,177
Vessel expenses	30,538	36,658
Charter hire expenses	17,185	8,623
Depreciation and amortization	18,929	17,624
General and administrative	6,773	6,029
Provision for credit losses	1,298	41
Third-party debt modification fees	30
(Gain)/loss on disposal of vessels and other property	(48)	6,573
Total operating expenses	82,550	78,684
Income/(loss) from vessel operations	19,324	(26,706)
Equity in income of affiliated companies	8,070	8,340
Operating income/(loss)	27,394	(18,366)
Other income	1,036	679
Income/(loss) before interest expense and income taxes	28,430	(17,687)
Interest expense	(17,533)	(11,621)
Income/(loss) before income taxes	10,897	(29,308)
Income tax provision		(8)
Net income/(loss)	$ 10,897	$ (29,316)
Weighted Average Number of Common Shares Outstanding:
Basic	29,181,233	29,106,180
Diluted	29,223,187	29,106,180
Per Share Amounts:
Basic and diluted net income/(loss) per share	$ 0.37	$ (1.01)
Pool Revenue Leases [Member]
Shipping Revenues:
Shipping revenues	$ 67,637	$ 35,514
Time and Bareboat Charter Leases [Member]
Shipping Revenues:
Shipping revenues	5,520	7,913
Voyage Charter Leases [Member]
Shipping Revenues:
Shipping revenues	$ 28,717	$ 8,551

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Pool revenues, received from companies accounted for by the equity method	$ 41,160	$ 12,769

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) [Abstract]
Net income/(loss)	$ 10,897	$ (29,316)
Other comprehensive (loss)/income, net of tax:
Net change in unrealized losses on cash flow hedges	(3,178)	7,470
Defined benefit pension and other postretirement benefit plans:
Net change in unrecognized prior service costs	(26)	(41)
Net change in unrecognized actuarial losses	(173)	(388)
Other comprehensive (loss)/income, net of tax	(3,377)	7,041
Comprehensive income/(loss)	$ 7,520	$ (22,275)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash Flows from Operating Activities:
Net Income/(Loss)	$ 10,897,000	$ (29,316,000)
Items included in net loss not affecting cash flows:
Depreciation and amortization	18,929,000	17,624,000
Loss on write-down of vessels and other assets	0
Amortization of debt discount and other deferred financing costs	1,765,000	1,250,000
Stock compensation, non-cash	761,000	629,000
Earnings of affiliated companies	(8,452,000)	(8,425,000)
Other - net	36,000
Items included in net loss related to investing and financing activities:
(Gain)/loss on disposal of vessels and other property, net	(48,000)	6,573,000
Cash distributions from affiliated companies	2,050,000	6,212,000
Payments for drydocking	(4,438,000)	(1,249,000)
Insurance claims proceeds related to vessel operations	555,000	1,061,000
Changes in operating assets and liabilities:
(Increase)/decrease in receivables	(1,195,000)	7,489,000
Decrease in deferred revenue		(918,000)
Net change in inventories, prepaid expenses and other current assets and accounts payable, accrued expenses, and other current and long-term liabilities	3,131,000	(5,384,000)
Net cash provided by/(used in) operating activities	23,991,000	(4,454,000)
Cash Flows from Investing Activities:
Expenditures for vessels and vessel improvements	(2,962,000)	(1,911,000)
Proceeds from disposal of vessels and other property, net	(82,000)	57,430,000
Expenditures for other property	(208,000)	(126,000)
Investments in and advances to affiliated companies, net	478,000	869,000
Repayments of advances from joint venture investees	5,450,000	2,488,000
Net cash provided by investing activities	2,676,000	58,750,000
Cash Flows from Financing Activities:
Payments on debt	(6,764,000)	(33,438,000)
Cash paid to tax authority upon vesting of stock-based compensation	(149,000)	(278,000)
Other - net	(243,000)
Net cash used in financing activities	(7,156,000)	(33,716,000)
Net increase in cash, cash equivalents and restricted cash	19,511,000	20,580,000
Cash, cash equivalents and restricted cash at beginning of year	117,644,000	70,606,000
Cash, cash equivalents and restricted cash at end of period	$ 137,155,000	$ 91,186,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands	Common Stock [Member] Restricted Stock [Member]	Common Stock [Member] Restricted Stock Units (RSUs) [Member]	Common Stock [Member]	Retained Earnings / (Accumulated deficit) [Member]	Accumulated Other Comprehensive Loss [Member]	Restricted Stock [Member]	Restricted Stock Units (RSUs) [Member]	Total
Balance, beginning at Dec. 31, 2017			$ 1,306,606	$ (180,545)	$ (40,407)			$ 1,085,654
Net income/(loss)				(29,316)				(29,316)
Other comprehensive loss					7,041			7,041
Forfeitures of vested restricted stock awards			(366)					(366)
Compensation relating to stock option awards			183					183
Compensation relating to restricted stock units or restricted stock awards	$ 192	$ 254				$ 192	$ 254
Balance, ending at Mar. 31, 2018			1,306,869	(209,861)	(33,366)			1,063,642
Balance, beginning at Dec. 31, 2018			1,309,269	(269,485)	(29,929)			1,009,855
Net income/(loss)				10,897				10,897
Other comprehensive loss					(3,377)			(3,377)
Forfeitures of vested restricted stock awards			(149)					(149)
Compensation relating to stock option awards			233					233
Compensation relating to restricted stock units or restricted stock awards	$ 232	$ 296				$ 232	$ 296
Balance, ending at Mar. 31, 2019			$ 1,309,881	$ (258,588)	$ (33,306)			$ 1,017,987

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2019

Basis of Presentation [Abstract]

Basis of Presentation

Note 1 — Basis of Presentation:

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of International Seaways, Inc. (“INSW”), a Marshall Islands corporation, and its wholly owned subsidiaries. The Company owns and operates a fleet of 48 oceangoing vessels, including six vessels that have been chartered-in under operating leases and six vessels in which the Company has interests through its joint ventures, engaged primarily in the transportation of crude oil and refined petroleum products in the International Flag trade through its wholly owned subsidiaries. Unless the context indicates otherwise, references to “INSW”, the “Company”, “we”, “us” or “our”, refer to International Seaways, Inc. and its subsidiaries.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of the results have been included. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019.

The condensed consolidated balance sheet as of December 31, 2018 has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles in the United States for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

All intercompany balances and transactions within INSW have been eliminated. Investments in 50% or less owned affiliated companies, in which INSW exercises significant influence, are accounted for by the equity method.

Dollar amounts, except per share amounts, are in thousands.

XML

Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Significant Accounting Policies [Abstract]

Significant Accounting Policies

Note 2 — Significant Accounting Policies:

Cash, cash equivalentsand Restricted cash— Interest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are included in cash and cash equivalents. Restricted cash of $57,618 and $59,331 as of March 31, 2019 and December 31, 2018, respectively, represents legally restricted cash relating to the Company’s 2017 Term Loan Facility, Sinosure Credit Facility, ABN Term Loan Facility, and 10.75% Unsecured Subordinated Notes (See Note 9, “Debt”). Such restricted cash reserves are included in the non-current assets section of the condensed consolidated balance sheets.

Concentration of Credit Risk— Financial instruments that potentially subject the Company to concentrations of credit risk are voyage receivables due from charterers and pools in which the Company participates. With respect to voyage receivables, the Company limits its credit risk by performing ongoing credit evaluations. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the voyage receivables balance. We determine the allowance based on troubled accounts, historical experience, and other currently available evidence.Voyage receivables reflected in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 are net of an allowance for doubtful accounts of $1,325 and $27, respectively. The provisions for doubtful accounts for the three months ended March 31, 2019 and 2018 were $1,298 and $41, respectively. During the three months ended March 31, 2019 and 2018, the Company did not have any individual customers who accounted for 10% or more of its revenues apart from the pools in which it participates. The pools in which the Company participates accounted in aggregate for 85% and 88% of consolidated voyage receivables at March 31, 2019 and December 31, 2018, respectively.

Deferred finance charges— Finance charges, excluding original issue discount, incurred in the arrangement and/or amendments resulting in the modification of debt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the life of the related debt. Unamortized deferred finance charges of $379 and $413 relating to the 2017 Revolver Facility are included in other assets in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively. Unamortized deferred financing charges of $24,916 and $26,647 relating to the 2017 Term Loan Facility, Sinosure Credit Facility, ABN Term Loan Facility, 8.5% Senior Notes and 10.75% Subordinated Notes are included in long-term debt in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively. Interest expense relating to the amortization of deferred financing charges amounted to $1,230 and $656 for the three months ended March 31, 2019 and 2018, respectively.

Revenue and expense recognition — The Company recognizes revenue in accordance with the provisions of ASC 606, Revenue from Contracts with Customers (ASC 606). The standard provides a unified model to determine how revenue is recognized. In doing so, the Company makes judgments including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each performance obligation. Revenues are recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

As the Company’s performance obligations are services which are received and consumed by its customers as it performs such services, revenues are recognized over time proportionate to the days elapsed since the service commencement compared to the total days anticipated to complete the service. The minimum duration of services is less than one year for each of the Company’s current contracts.

The Company’s contract revenues consist of revenues from time charters, bareboat charters, voyage charters and pool revenues.

Revenues from time charters are accounted for as fixed rate operating leases with an embedded technical management service component and are recognized ratably over the rental periods of such charters. Bareboat charters are accounted for as operating leases and the associated revenue is recognized ratably over the rental periods of such charters.

Voyage charters contain a lease component if the contract (i) specifies a specific vessel asset; and (ii) has terms that allow the charterer to exercise substantive decision-making rights, which have an economic value to the charterer and therefore allow the charterer to direct how and for what purpose the vessel is used. Voyage charter revenues and expenses are recognized ratably over the estimated length of each voyage. For a voyage charter which contains a lease component, revenue and expenses are recognized based on a lease commencement-to-discharge basis and the lease commencement date is the latter of discharge of the previous cargo or voyage charter contract signing. For voyage charters that do not have a lease component, revenue and expenses are recognized based on a load-to-discharge basis. Accordingly, voyage expenses incurred during a vessel’s positioning voyage to a load port in order to serve a customer under a voyage charter not containing a lease are considered costs to fulfill a contract and are deferred and recognized ratably over the load-to-discharge portion of the contract.

Under voyage charters, expenses such as fuel, port charges, canal tolls, cargo handling operations and brokerage commissions are paid by the Company whereas, under time and bareboat charters, such voyage costs are paid by the Company’s customers.

For the Company’s vessels operating in pools, revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter equivalent (“TCE”) basis in accordance with an agreed-upon formula. Accordingly, the Company accounts for its agreements with commercial pools as variable rate operating leases with an embedded technical management service component. For the pools in which the Company participates, management monitors, among other things, the relative proportion of the Company’s vessels operating in each of the pools to the total number of vessels in each of the respective pools and assesses whether or not the Company’s participation interest in each of the pools is sufficiently significant so as to determine that the Company has effective control of the pool.

Demurrage earned during a voyage charter represents variable consideration. The Company estimates demurrage at contract inception using either the expected value or most likely amount approaches. Such estimate is reviewed and updated over the term of the voyage charter contract.

On January 1, 2019, the Company adopted the provisions of ASU 2016-02, Leases (ASC 842). This standard provides lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under ASC 606 and both of the following conditions are met: (1) the timing and pattern of transfer of the non-lease components and associated lease component are the same; and (2) the lease component, if accounted for separately, would be classified as an operating lease. If lease and non-lease components are aggregated under this practical expedient, a lessor would account for the combined component as follows: if the non-lease components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606 as described above; otherwise, the entity must account for the combined component as an operating lease in accordance with ASC 842.

The Company has elected the lessor practical expedient to aggregate non-lease components with the associated lease components and to account for the combined components as required by the practical expedient since its primary revenue streams described above meet the conditions required to adopt the practical expedient. Furthermore, the Company has performed a qualitative analysis of each of its primary revenue contract types to determine whether the lease component or the non-lease component is the predominant component of the contract. The Company concluded that the lease component is the predominant component for all of its primary revenue contract types as the lessee would ascribe more value to the control and use of the underlying vessel rather than to the technical services to operate the vessel which is an add-on service to the lessee. Accordingly, effective January 1, 2019, the Company’s primary revenue streams are accounted for as lease revenue under ASC 842, except for revenue from voyage charters that don’t meet the definition of a lease. Such contracts will continue to be accounted for as service revenue in accordance with the provisions of ASC 606.

Under ASC 842, lease revenue for fixed lease payments are recognized over the lease term on a straight-line basis and lease revenue for variable lease payments are recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. Initial direct costs are expensed over the lease term on the same basis as lease revenue.

See Note 14, “Revenue,” for additional disclosures on revenue recognition and the impact of adopting ASC 842 on January 1, 2019.

Leases —  The Company currently has two major categories of lease contracts under which the Company is a lessee – chartered-in vessels and leased office and other space. Chartered-in vessels include bareboat charters which have a lease component only and time charters which have both lease and non-lease components. The lease component relates to the cost to a lessee to control the use of the vessel and the non-lease components relate to the cost to the lessee for the lessor to operate the vessel (technical management service components). For time charters-in, the Company has separated non-lease components from lease component and scoped out non-lease components from the application of ASC 842. For leased office and other space, the Company has elected the ASC 842 practical expedient to account for the lease and non-lease components as a single lease component as it is not practical to separate the insignificant non-lease components from the associated lease components for these types of leases. Further, ASC 842 also allows lessees to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases (i.e., leases with an original term of 12-months or less). Instead, a lessee may recognize the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. The accounting policy election for short-term leases is required to be made by class of underlying asset to which the right of use relates. The Company has elected not to apply ASC 842 to its portfolio of short-term leases existing on January 1, 2019 (see Note 15, “Leases,” for additional information with respect to the Company’s short-term leases).

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and long-term operating lease liabilities in the Company’s condensed consolidated balance sheets. The Company does not have finance leases.  

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any prepaid lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company makes significant judgements and assumptions to estimate its incremental borrowing rate that a lessee would have to pay to borrow on a 100% collateralized basis over a term similar to the lease term and in an amount equal to the lease payments in a similar economic environment. The Company performs the following steps in estimating its incremental borrowing rate: (i) gather observable debt yields of the Company’s recently issued debt facilities; and (ii) make adjustments to the yields of the actual debt facilities to reflect changes in collateral level, terms, the risk-free interest rate, and credit ratings. In addition, the Company performs sensitivity analyses to evaluate the impact of selected discount rates on the estimated lease liability.

The Company makes significant judgements and assumptions to separate lease component from non-lease components of time charters of tanker vessels. For purposes of determining the standalone selling price of the vessel lease and technical management service components of the Company’s time charters, the Company concluded that the residual approach would be the most appropriate method to use given that vessel lease rates are highly variable depending on shipping market conditions, the duration of such charters, and the age of the vessel. The Company believes that the standalone transaction price attributable to the technical management service component is more readily determinable than the price of the lease component and, accordingly, the price of the service component is estimated using observable data (such as fees charged by third-party technical managers) and the residual transaction price is attributed to the vessel lease component.

See discussion above under revenue and expense recognition for the Company’s accounting policy on revenues from leases. See Note 15, “Leases,” for additional disclosures on leases and the impact of adopting ASC 842 on January 1, 2019.

Recently Adopted Accounting Standards —In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842), a standard that requires lessees to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. The requirements of this standard include a significant increase in required disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The FASB has issued several amendments and practical expedients to the standard, including clarifying guidance, transition relief on comparative reporting at adoption, the lessee practical expedient, which allows lessees, as an accounting policy election made by class of underlying asset, to choose not to separate non-lease components from lease components and instead combine the separate lease and non-lease components and account for them as a single lease components, the lessor practical expedient, which allows entities to choose to aggregate non-lease components with the associated lease components and to account for the combined components as required by the practical expedient, a practical expedient, which allows lessees to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases, and codification improvements to clarifythat lessees and lessors are exempt from a certain interim disclosure requirement associated with adopting the new leases standard. The new standard is effective for us beginning January 1, 2019 and we adopted the standard using the modified retrospective transition approach, which allows the Company to recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption rather than restate our comparative prior year periods. Based on our analysis, the cumulative effect adjustment to the opening balance of accumulated deficit is zero because (i) we do not have any unamortized initial direct costs as of January 1, 2019 that need to be written off; (ii) we do not have any deferred gain or loss from our previous sale and operating leaseback transactions that need to be recognized; and (iii) the timing and pattern of revenue recognition under our revenue contracts that have lease and non-lease components is the same and even if accounted for separately, the lease component of such contracts would be considered operating leases. We elected certain available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. See Note 14, “Revenue” and Note 15, “Lease,” for further information and the impact of adopting ASC 842 on January 1, 2019.

In August 2018, the SEC issued a final rule that amends certain of its disclosure requirements. The amendments are intended to facilitate the disclosure of information to investors and simplify compliance without significantly changing the information provided to investors. The amendments require registrants to include a reconciliation of changes in stockholders’ equity in their interim financial statements. As a result, registrants will have to provide the reconciliation for both the year-to-date and quarterly periods as well as comparable periods in Form 10-Q, but only for the year-to-date periods in registration statements. While the amendments adopted in August 2018 are effective on November 5, 2018, the SEC staff issued a Compliance and Disclosure Interpretation (C&DI) that provides an extended transition period for companies to comply with the requirement to provide a reconciliation of changes in stockholders’ equity in their interim financial statements, allowing a registrant to not comply with that requirement until the Form 10-Q for the quarter that begins after November 5, 2018. Accordingly, the Company began providing the new interim reconciliations of shareholders’ equity required by the rule in the Form 10-Q for the three months ending March 31, 2019.

Recently Issued Accounting Standards—  In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit losses (ASC 326), which amends the guidance on the impairment of financial instruments. The standard adds an impairment model known as the current expected credit loss (“CECL”) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity is required to recognize as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. Unlike the incurred loss models under existing standards, the CECL model does not specify a threshold for the recognition of an impairment allowance. Rather, an entity will recognize its estimate of expected credit losses for financial assets as of the end of the reporting period. Credit impairment will be recognized as an allowance or contra-asset rather than as a direct write-down of the amortized cost basis of a financial asset. However, the carrying amount of a financial asset that is deemed uncollectible will be written off in a manner consistent with existing standards. In November 2018, the FASB issued ASU 2018-19,Financial Instruments – Credit losses (ASC 326), which clarifies that operating lease receivables are not within the scope of ASC 326 and should instead be accounted for under the new leasing standard, ASC 842. The standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2019 and early adoption is permitted. We are in the process of evaluating financial assets on our balance sheet for potential credit losses under CECL model, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. Most of our voyage receivables are operating lease receivables which are out of the scope of ASC 326.

In August 2018, the FASB issued ASU 2018-14, Defined Benefit Plans (ASC 715), which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. ASU 2018-14 adds requirements for an entity to disclose the following: (1) the weighted average interest crediting rates used in the entity’s cash balance pension plans and other similar plans; (2) a narrative description of the reasons for significant gains and losses affecting the benefit obligation for the period; and (3) an explanation of any other significant changes in the benefit obligation or plan assets that are not otherwise apparent in the other disclosures required by ASC 715. Further, the ASU removes guidance that requires the following disclosures: (1) the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year; (2) information about plan assets to be returned to the entity, including amounts and expected timing; (3) information about benefits covered by related-party insurance and annuity contracts and significant transactions between the plan and related parties; and (4) effects of a one-percentage-point change in the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement health care benefits. The standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2020 and early adoption is permitted. Management does not expect the adoption of this accounting standard to have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820), which changes the fair value measurement disclosure requirements. The new disclosure requirements are: (1) changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and (2) the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The eliminated disclosure requirements are: (1) transfers between Level 1 and Level 2 of the fair value hierarchy; and (2) policies related to valuation processes and the timing of transfers between levels of the fair value hierarchy. Under ASU 2018-13, entities are no longer required to estimate and disclose the timing of liquidity events for investments measured at fair value. Instead, the requirement to disclose such events applies only when they have been communicated to the reporting entities by the investees or announced publicly. The standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2019 and early adoption is permitted. Management does not expect the adoption of this accounting standard to have a material impact on the Company’s consolidated financial statements.

XML

Earnings per Common Share

3 Months Ended

Mar. 31, 2019

Earnings per Common Share [Abstract]

Earnings per Common Share

Note 3 — Earnings per Common Share:

Basic earnings per common share is computed by dividing earnings, after the deduction of dividends and undistributed earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period.

The computation of diluted earnings per share assumes the issuance of common stock for all potentially dilutive stock options and restricted stock units not classified as participating securities. Participating securities are defined by ASC 260, Earnings Per Share, as unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents and are included in the computation of earnings per share pursuant to the two-class method.

Weighted average shares of unvested restricted common stock considered to be participating securities totaled 47,501 and 38,938 for the three months ended March 31, 2019 and 2018, respectively. Such participating securities are allocated a portion of income, but not losses under the two-class method. As of March 31, 2019, there were 122,765 shares of restricted stock units and 400,785 stock options outstanding and considered to be potentially dilutive securities.

The components of the calculation of basic earnings per share and diluted earnings per share are as follows:

	Three Months Ended
	March 31,
	2019		2018
Net income/(loss)	$	10,897	$	(29,316)
Weighted average common shares outstanding:
Basic		29,181,233		29,106,180
Diluted		29,223,187		29,106,180

Reconciliations of the numerator of the basic and diluted earnings per share computations are as follows:

	Three Months Ended
	March 31,
	2019		2018
Net income/(loss) allocated to:
Common Stockholders	$	10,879	$	(29,316)
Participating securities		18		-
	$	10,897	$	(29,316)

For the three months ended March 31, 2019 and 2018 earnings per share calculations, there were 41,954 and 0 dilutive equity awards outstanding. Awards of 539,825 and 379,902 for the three months ended March 31, 2019 and 2018, respectively, were not included in the computation of diluted earnings per share because inclusion of these awards would be anti-dilutive.

XML

Business and Segment Reporting

3 Months Ended

Mar. 31, 2019

Business and Segment Reporting [Abstract]

Business and Segment Reporting

Note 4 — Business and Segment Reporting:

The Company has two reportable segments: Crude Tankers and Product Carriers. The joint ventures with two floating storage and offloading service vessels are included in the Crude Tankers Segment. The joint venture with four LNG Carriers is included in Other. Adjusted income /(loss) from vessel operations for segment purposes is defined as (gain)/loss from vessel operations before general and administrative expenses, provision for credit losses, third-party debt modification fees, and income/(loss) on disposal of vessels and other property. The accounting policies followed by the reportable segments are the same as those followed in the preparation of the Company’s condensed consolidated financial statements.

Information about the Company’s reportable segments as of and for the three months ended March 31, 2019 and 2018 follows:

	Crude		Product
	Tankers		Carriers		Other		Totals
Three months ended March 31, 2019:
Shipping revenues	$	80,385	$	21,489	$	-	$	101,874
Time charter equivalent revenues		72,586		21,443		-		94,029
Depreciation and amortization		14,477		4,418		34		18,929
Loss/(gain) on disposal of vessels and other property		17		(65)		-		(48)
Adjusted income/(loss) from vessel operations		23,362		4,058		(43)		27,377
Equity in income of affiliated companies		4,770		-		3,300		8,070
Investments in and advances to affiliated companies
at March 31, 2019		139,832		12,703		114,983		267,518
Adjusted total assets at March 31, 2019		1,306,866		326,696		114,983		1,748,545
Expenditures for vessels and vessel improvements		2,955		7		-		2,962
Payments for drydockings		4,231		207		-		4,438
Three months ended March 31, 2018:
Shipping revenues	$	32,365	$	19,613	$	-	$	51,978
Time charter equivalent revenues		29,220		19,581		-		48,801
Depreciation and amortization		12,873		4,718		33		17,624
Loss/(gain) on disposal of vessels and other property		9,988		(3,415)		-		6,573
Adjusted (loss)/income from vessel operations		(12,024)		(2,411)		331		(14,104)
Equity in income of affiliated companies		5,575		-		2,765		8,340
Investments in and advances to affiliated companies
at March 31, 2018		257,782		14,620		111,622		384,024
Adjusted total assets at March 31, 2018		1,041,597		363,175		111,248		1,516,020
Expenditures for vessels and vessel improvements		1,564		347		-		1,911
Payments for drydockings		1,249		-		-		1,249

Reconciliations of time charter equivalent (“TCE”) revenues of the segments to shipping revenues as reported in the condensed statements of operations follow:

	Three Months Ended
	March 31,
	2019		2018
Time charter equivalent revenues	$	94,029	$	48,801
Add: Voyage expenses		7,845		3,177
Shipping revenues	$	101,874	$	51,978

Consistent with general practice in the shipping industry, the Company uses time charter equivalent revenues, which represents shipping revenues less voyage expenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter. Time charter equivalent revenues, a non-GAAP measure, provides additional meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure, because it assists Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance.

Reconciliations of adjusted income/(loss) from vessel operations of the segments to income/(loss) before income taxes, as reported in the condensed consolidated statements of operations follow:

	Three Months Ended
	March 31,
	2019		2018
Total adjusted income/(loss) from vessel operations
of all segments	$	27,377	$	(14,104)
General and administrative expenses		(6,773)		(6,029)
Provision for credit losses		(1,298)		-
Third-party debt modification fees		(30)		-
Gain/(loss) on disposal of vessels and other property		48		(6,573)
Consolidated income/(loss) from vessel operations		19,324		(26,706)
Equity in income of affiliated companies		8,070		8,340
Other income		1,036		679
Interest expense		(17,533)		(11,621)
Income/(loss) before income taxes	$	10,897	$	(29,308)

Reconciliations of total assets of the segments to amounts included in the condensed consolidated balance sheets follow:

As of March 31,	2019		2018
Total assets of all segments	$	1,748,545	$	1,516,020
Corporate unrestricted cash and cash equivalents		79,537		53,472
Restricted cash		57,618		37,714
Other unallocated amounts		5,370		5,266
Consolidated total assets	$	1,891,070	$	1,612,472

XML

Vessels

3 Months Ended

Mar. 31, 2019

Vessels [Abstract]

Vessels

Note 5 — Vessels:

Vessel Impairments

The Company gave consideration as to whether events or changes in circumstances had occurred since December 31, 2018 that could indicate that the carrying amounts of the vessels in the Company’s fleet may not be recoverable as of March 31, 2019 and concluded that no such events or changes in circumstances had occurred to warrant a change in the assumptions utilized in the December 31, 2018 impairment tests of the Company’s fleet.

XML

Equity Method Investments

3 Months Ended

Mar. 31, 2019

Equity Method Investments [Abstract]

Equity Method Investments

Note 6 — Equity Method Investments:

Investments in affiliated companies include joint ventures accounted for using the equity method. As of March 31, 2019, the Company had an approximate 50% interest in three joint ventures. One joint venture operates four LNG carriers (the “LNG Joint Venture”). The other two joint ventures - TI Africa Limited (“TI Africa”) and TI Asia Limited (“TI Asia”) - operate two Floating Storage and Offloading Service vessels that were converted from two ULCCs (collectively the “FSO Joint Venture”).

Investments in and advances to affiliated companies as reflected in the accompanying condensed consolidated balance sheet as of March 31, 2019 consisted of: FSO Joint Venture of $133,824, LNG Joint Venture of $114,983 and Other of $18,711 which primarily relates to working capital deposits that the Company maintains for commercial pools in which it participates.

As of March 31, 2019 and December 31, 2018, the maximum aggregate potential amount of future principal payments (undiscounted) relating to equity method investees secured bank debt and interest rate swap obligations that INSW could be required to make was $88,133 and $93,548, respectively, and the carrying value of the Company’s guaranty in the accompanying condensed consolidated balance sheets was $553 and $673, respectively.  

A condensed summary of the results of operations of the joint ventures follows:

	Three Months Ended
	March 31,
	2019		2018
Shipping revenues	$	52,315	$	52,787
Ship operating expenses		(26,369)		(28,292)
Income from vessel operations		25,946		24,495
Other income		428		312
Interest expense		(10,276)		(8,380)
Income tax provision		(855)		(996)
Net income	$	15,243	$	15,431

XML

Variable Interest Entities ("VIEs")

3 Months Ended

Mar. 31, 2019

Variable Interest Entities ("VIEs") [Abstract]

Variable Interest Entities ("VIEs")

Note 7 — Variable Interest Entities (“VIEs”):

As of March 31, 2019, the Company participates in six commercial pools and three joint ventures. One of the pools and the two FSO joint ventures were determined to be VIEs. The Company is not considered a primary beneficiary of either the pool or the joint ventures.

The following table presents the carrying amounts of assets and liabilities in the condensed consolidated balance sheet related to the VIEs as of March 31, 2019:

	Condensed Consolidated Balance Sheet
Investments in Affiliated Companies	$	136,577

In accordance with accounting guidance, the Company evaluated its maximum exposure to loss related to these VIEs by assuming a complete loss of the Company’s investment in these VIEs. The table below compares the Company’s liability in the condensed consolidated balance sheet to the maximum exposure to loss at March 31, 2019:

		Condensed Consolidated Balance Sheet	Maximum Exposure to Loss
Other Liabilities	$	553	$	224,711

In addition, as of March 31, 2019, the Company had approximately $13,298 of trade receivables from the pool that was determined to be a VIE. These trade receivables, which are included in voyage receivables in the accompanying condensed consolidated balance sheet, have been excluded from the above tables and the calculation of INSW’s maximum exposure to loss. The Company does not record the maximum exposure to loss as a liability because it does not believe that such a loss is probable of occurring as of March 31, 2019.

XML

Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures

3 Months Ended

Mar. 31, 2019

Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures

Note 8 — Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures:

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents and restricted cash— The carrying amounts reported in the consolidated balance sheets for interest-bearing deposits approximate their fair value.

Debt— The fair value of borrowings under the 2017 Term Loan Facility and the 8.50% Senior Notes is estimated based on quoted market prices. The carrying amount of the borrowings under Sinosure Credit Facility and the ABN Term Loan Facility approximates the fair value. The fair value of borrowing under the 10.75% Subordinated Notes is estimated using contractual cash flows discounted at the market yield as of March 31, 2019 for a debt instrument with a credit rating similar to that of the Company.

Interest rate swaps and caps— The fair values of interest rate swaps and caps are the estimated amounts that the Company would receive or pay to terminate the swaps or caps at the reporting date, which include adjustments for the counterparty’s or the Company’s credit risk, as appropriate, after taking into consideration any underlying collateral securing the swap or cap agreements. For interest rate caps and swaps, fair values are derived using valuation models that utilize the income valuation approach. These valuation models take into account contract terms such as maturity, as well as other inputs such as interest rate yield curves and creditworthiness of the counterparty.

ASC 820, Fair Value Measurements and Disclosures, relating to fair value measurements defines fair value and establishes a framework for measuring fair value. The ASC 820 fair value hierarchy distinguishes between market participant assumptions developed based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, essentially an exit price. In addition, the fair value of assets and liabilities should include consideration of non-performance risk, which for the liabilities described below includes the Company's own credit risk.

The levels of the fair value hierarchy established by ASC 820 are as follows:

Level 1- Quoted prices in active markets for identical assets or liabilities

Level 2- Quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3- Inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

The estimated fair values of the Company’s financial instruments, other than derivatives that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows:

	Fair Value		Level 1		Level 2
March 31, 2019:
Cash and cash equivalents (1)	$	137,155	$	137,155	$	-
2017 Term Loan Facility		(469,599)		-		(469,599)
ABN Term Loan Facility		(25,856)		-		(25,856)
Sinosure Credit Facility		(287,390)		-		(287,390)
8.5% Senior Notes		(24,900)		(24,900)		-
10.75% Subordinated Notes		(30,707)		-		(30,707)
December 31, 2018:
Cash and cash equivalents (1)	$	117,644	$	117,644	$	-
2017 Term Loan Facility		(459,731)		-		(459,731)
ABN Term Loan Facility		(26,724)		-		(26,724)
Sinosure Credit Facility		(293,284)		-		(293,284)
8.5% Senior Notes		(22,960)		(22,960)		-
10.75% Subordinated Notes		(29,094)		-		(29,094)

(1) Includes non-current restricted cash of $57,618 and $59,331 at March 31, 2019 and December 31, 2018, respectively.

Derivatives

The Company manages its exposure to interest rate volatility risk by using derivative instruments.

Interest Rate Risk

The Company uses interest rate caps and swaps for the management of interest rate risk exposure associated with changes in LIBOR interest rate payments due on its credit facilities. INSW is party to an interest rate cap agreement (“Interest Rate Cap”) with a major financial institution covering a notional amount of $350,000 to limit the floating interest rate exposure associated with the 2017 Term Loan Facility. The Interest Rate Cap agreement is designated and qualified as a cash flow hedge and contains no leverage features. The Interest Rate Cap has a cap rate of 2.605% through the termination date of December 31, 2020. The Company is also party to a floating-to-fixed interest rate swap agreement (“Interest Rate Swap”) with a major financial institution covering the entire variable interest rate borrowings outstanding under the Sinosure Credit Facility that effectively converts the Company’s interest rate exposure under the Sinosure Credit Facility from a floating rate based on 3-month LIBOR to a fixed LIBOR rate of 2.99% through the termination date of March 21, 2022. The Interest Rate Swap agreement is designated and qualified as a cash flow hedge and contains no leverage features.

The Company has elected to apply hedge accounting and designated its interest rate cap and interest rate swap as cash flow hedges.

Tabular disclosure of derivatives location

Derivatives are recorded on a net basis by counterparty when a legal right of offset exists. The following table presents information with respect to the fair values of derivatives reflected in the March 31, 2019 and December 31, 2018 balance sheets on a gross basis by transaction:

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Amount		Location	Amount
March 31, 2019:
Derivatives designated as hedging instruments:
Interest rate cap:
Current portion	Current portion of derivative asset	$	151	Current portion of derivative liability	$	-
Long-term portion	Long-term derivative asset		104	Long-term derivative liability		-
Interest rate swaps:
Current portion	Current portion of derivative asset		-	Current portion of derivative liability		(1,188)
Long-term portion	Long-term derivative asset		-	Long-term derivative liability		(2,862)
Total derivatives designated as hedging instruments		$	255		$	(4,050)
December 31, 2018:
Derivatives designated as hedging instruments:
Interest rate cap:
Current portion	Current portion of derivative asset	$	460	Current portion of derivative liability	$	-
Long-term portion	Long-term derivative asset		704	Long-term derivative liability		-
Interest rate swaps:
Current portion	Current portion of derivative asset		-	Current portion of derivative liability		(707)
Long-term portion	Long-term derivative asset		-	Long-term derivative liability		(1,922)
Total derivatives designated as hedging instruments		$	1,164		$	(2,629)

The following tables present information with respect to gains and losses on derivative positions reflected in the condensed consolidated statements of operations or in the condensed consolidated statements of comprehensive income/(loss). 

The effect of cash flow hedging relationships recognized in other comprehensive loss/(income) excluding amounts reclassified from accumulated other comprehensive loss, including hedges of equity method investees, for the three months ended March 31, 2019 and 2018 follows:

	Three Months Ended
	March 31,
	2019		2018
Interest rate swaps	$	(4,091)	$	3,854
Interest rate cap		(908)		1,012
Total other comprehensive (loss)/income	$	(4,999)	$	4,866

The effect of cash flow hedging relationships on the condensed consolidated statement of operations is presented excluding hedges of equity method investees. The effect of the Company’s cash flow hedging relationships on the condensed consolidated statement of operations for the three months ended March 31, 2019 and 2018 follows:

	Three Months Ended
	March 31,
	2019		2018
Interest rate swaps	$	140	$	-
Interest rate cap		41		-
Total interest expense	$	181	$	-

See Note 13, “Accumulated Other Comprehensive Loss,” for disclosures relating to the impact of derivative instruments on accumulated other comprehensive loss.

Fair Value Hierarchy

The following table presents the fair values, which are pre-tax, for assets and liabilities measured on a recurring basis (excluding investments in affiliated companies):

	Fair Value		Level 1		Level 2
Assets/(Liabilities) at March 31, 2019:
Derivative Assets (interest rate cap)	$	255	$	-	$	255	(1)
Derivative Liabilities (interest rate swaps)		(4,050)		-		(4,050)	(1)
Assets/(Liabilities) at December 31, 2018:
Derivative Assets (interest rate cap)	$	1,164	$	-	$	1,164	(1)
Derivative Liabilities (interest rate swaps)		(2,629)		-		(2,629)	(1)

(1) For interest rate caps and swaps, fair values are derived using valuation models that utilize the income valuation approach. These valuation models take into account contract terms such as maturity, as well as other inputs such as interest rate yield curves and creditworthiness of the counterparty and the Company.

XML

Debt

3 Months Ended

Mar. 31, 2019

Debt [Abstract]

Debt

Note 9 — Debt:

Debt consists of the following:

	March 31,		December 31,
	2019		2018
2017 Term Loan Facility, due 2022, net of unamortized discount
and deferred finance costs of $18,672 and $20,032	$	445,703	$	444,344
ABN Term Loan Facility, due 2023, net of unamortized deferred
finance costs of $785 and $845		25,071		25,879
Sinosure Credit Facility, due 2027 - 2028, net of unamortized deferred
finance costs of $2,563 and $2,664		284,827		290,620
8.5% Senior Notes, due 2023, net of unamortized
deferred finance costs of $1,339 and $1,402		23,661		23,598
10.75% Subordinated Notes, due 2023, net of
unamortized deferred finance costs of $1,558 and $1,705		26,373		26,226
		805,635		810,667
Less current portion		(57,680)		(51,555)
Long-term portion	$	747,955	$	759,112

Capitalized terms used hereafter have the meaning given in these condensed consolidated financial statements or in the respective transaction documents referred to below, including subsequent amendments thereto.

Mandatory Annual Prepayments

The 2017 Term Loan Facility amortizes in quarterly installments equal to 1.25% of the original principal amount of $550,000 reduced by the $60,000 prepayment the Company made in 2018. The 2017 Term Loan Facility is also subject to additional mandatory annual prepayments in an aggregate principal amount of 75% of Excess Cash Flow, as defined in the credit agreement.

Management estimated that it will have no Excess Cash Flow under the 2017 Term Loan Facility for the year ended December 31, 2019 based on the actual results of the three months ended March 31, 2019 and the projection for the remainder of 2019. Accordingly, there is currently no mandatory prepayment expected during the first quarter of 2020.

Debt Covenants

2017 Debt Facilities

As set forth in the 2017 Debt Facilities credit agreement, the 2017 Debt Facilities contain certain restrictions relating to new borrowings and INSW’s ability to receive cash dividends, loans or advances from ISOC and its subsidiaries that are Restricted Subsidiaries. As of March 31, 2019, permitted cash dividends that can be distributed to INSW by ISOC under the 2017 Term Loan Facility was $12,339.

The 2017 Debt Facilities have covenants to maintain the aggregate Fair Market Value (as defined in the credit agreement) of the Collateral Vessels at greater than or equal to $300,000 at the end of each fiscal quarter and to ensure that at any time, the outstanding principal amounts of the 2017 Debt Facilities and certain other secured indebtedness permitted under credit agreement minus the amount of unrestricted cash and cash equivalents does not exceed 65% of the aggregate Fair Market Value of the Collateral Vessels (as defined in the 2017 Debt Facilities) plus the aggregate Fair Market Value of certain joint venture equity interests and Gener8 Maritime Subsidiary VII, Inc. The Company had substantial headroom under this covenant as of March 31, 2019, with an estimated ratio of 39%.  

Sinosure Credit Facility

Under the Sinosure Credit Facility, the Obligors (as defined in the Sinosure Credit Facility) are required to comply with various collateral maintenance and financial covenants, including with respect to:

(i) minimum security coverage, which shall not be less than 135% of the aggregate loan principal outstanding under the Sinosure Credit Facility. Any non-compliance with the minimum security coverage shall not constitute an event of default so long as within thirty days of such non-compliance, Gener8 Maritime Subsidiary VII, Inc. has either provided additional collateral or prepaid a portion of the outstanding loan balance to cure such non-compliance;

(ii) maximum consolidated leverage ratio, which shall not be greater than 0.60 to 1.00 on any testing date occurring on or after June 30, 2018;

(iii) minimum consolidated liquidity, under which unrestricted consolidated cash and cash equivalents shall be no less than $25,000 at any time and total consolidated cash and cash equivalents (including cash restricted under the Sinosure Credit Facility) shall not be less than the greater of $50,000 or 5.0% of Total Indebtedness (as defined in the Sinosure Credit Facility) or $9,000 (i.e., $1,500 per each VLCC securing the Sinosure Credit Facility); and

(iv) interest expense coverage ratio, which for Seaways Holding Corporation, shall not be less than 2.00 to 1.00 during the period commencing on July 1, 2018 through June 30, 2019 and will be calculated on a trailing six, nine and twelve-month basis from December 31, 2018, March 31, 2019 and June 30, 2019, respectively. For the Company, the interest expense coverage ratio shall not be less than 2.25 to 1.00 for the period commencing on July 1, 2019 through June 30, 2020 and no less than 2.50 to 1.00 for the period commencing on July 1, 2020 and thereafter and shall be calculated on a trailing twelve-month basis. No event of default under this covenant will occur if the failure to comply is capable of remedy and is remedied within thirty days of the Facility Agent giving notice to the Company or (if earlier) any Obligor becoming aware of the failure to comply, and (i) if such action is being taken with respect to a Test Date falling on or prior to December 31, 2020, then such remedy shall be in the form of cash and cash equivalents being (or having been) deposited by Seaways Holding Corporation to a restricted Minimum Liquidity Account within the thirty day period mentioned above in the manner and in the amounts required to remedy such breach as tested at the Seaways Holding Corporation level and (ii) if such action is being taken with respect to a Test Date falling on or after January 1, 2021, then any such remedy and the form of the same shall be considered and determined by the lenders under the Sinosure Credit Facility in their absolute discretion.

The Sinosure Credit Facility also requires the Company to comply with a number of covenants, including the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”); maintenance of flag and class of the collateral vessels; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on transactions with affiliates; and other customary covenants and related provisions.

ABN Term Loan Facility

The ABN Term Loan Facility requires Seaways Shipping Corporation to maintain a minimum unrestricted cash balance of $825 per vessel and a balance of $2,500 and up to $2,100 in a debt service reserve accounts and a dry dock reserve account, respectively, and provides for a restriction on dividends unless minimum unrestricted cash levels are maintained and Seaways Shipping Corporation is in compliance with its covenants. The ABN Term Loan Facility also has a vessel value maintenance clause that requires the Company to ensure that the fair market value of the Seaways Raffles is at all times not less than 150% of the outstanding principal amount of the loan.

The ABN Term Loan Facility also requires the Company to comply with a number of covenants, including the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with ERISA; maintenance of flag and class of the Seaways Raffles; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on the payment of dividends or other distributions; limitations on transactions with affiliates; and other customary covenants and related provisions.

The ABN Term Loan Facility also requires that the loan agreement be amended as soon as reasonably practical following the effective date of the loan to incorporate financial covenants (other than the vessel value maintenance covenant) included in other loan facilities or agreements evidencing indebtedness (with principal balances in excess of $50,000) to which the Company becomes a party, that are deemed to be materially more advantageous to the lenders under such agreements than those currently required by the ABN Term Loan Facility. The Company expects to execute such an amendment during the second quarter of 2019.

8.5% Senior Notes

The Indenture contains certain restrictive covenants, including covenants that, subject to certain exceptions and qualifications, restrict our ability to make certain payments if a default under the Indenture has occurred and is continuing or will result therefrom and require us to limit the amount of debt we incur, maintain a certain minimum net worth and provide certain reports. The Indenture also provides for certain customary events of default (subject, in certain cases, to receipt of notice of default and/or customary grace or cure periods).

Pursuant to the limitation on borrowings covenant, the Company shall not permit Total Borrowings (as defined in the Indenture) to equal or exceed 70% of Total Assets (as defined in the Indenture). The Company shall also ensure that Net Worth (defined as Total Assets, less Intangible assets and Total Borrowings, as defined in the Indenture) exceeds $600,000 pursuant to the Minimum Net Worth covenant.

10.75% Subordinated Notes

The Subordinated Notes Indenture contains covenants requiring the Company to maintain a minimum net worth similar to that required by the 8.5% Senior Notes. The Subordinated Notes Indenture also contains covenants restricting the ability of the Company and its subsidiaries to incur additional indebtedness, sell assets, incur liens, amend the 2017 Debt Facilities, enter into sale and leaseback transactions and enter into certain extraordinary transactions. In addition, the Subordinated Notes Indenture prohibits the Company from paying any dividends unless certain financial and other conditions are satisfied. The Subordinated Notes Indenture also contains events of default consistent with those under the 2017 Debt Facilities.

The Company was in compliance with the financial covenants under all of its debt facilities as of March 31, 2019.  

Interest Expense

Total interest expense, including amortization of issuance and deferred financing costs (for additional information related to deferred financing costs see Note 2, “Significant Accounting Policies”), commitment, administrative and other fees for all of the Company’s debt facilities for the three months ended March 31, 2019 and 2018 was $17,226 and $11,361, respectively. Interest paid for the Company’s debt facilities for the three months ended March 31, 2019 and 2018 was $11,172 and $9,958, respectively.

XML

Taxes

3 Months Ended

Mar. 31, 2019

Taxes [Abstract]

Taxes

Note 10 — Taxes:

The Company derives substantially all of its gross income from the use and operation of vessels in international commerce. The Company’s entities that own and operate vessels are primarily domiciled in the Marshall Islands, which do not impose income tax on shipping operations. The Company also has or had subsidiaries in various jurisdictions that perform administrative, commercial or technical management functions. These subsidiaries are subject to income tax based on the services performed in countries in which their offices are located; current and deferred income taxes are recorded accordingly.

A substantial portion of income earned by the Company is not subject to income tax. With respect to subsidiaries not subject to income tax in their respective countries of incorporation, no deferred taxes are provided for the temporary differences in the bases of the underlying assets and liabilities for tax and accounting purposes.

As of March 31, 2019, the Company believes it will qualify for an exemption from U.S. federal income taxes under Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. Treasury Department regulations for 2019, so long as less than 50 percent of the total value of the Company’s stock is held by one or more shareholders who own 5% or more of the Company’s stock for more than half of the days of 2019.

The Marshall Islands impose tonnage taxes, which are assessed on the tonnage of certain of the Company’s vessels. These tonnage taxes are included in vessel expenses in the accompanying condensed consolidated statements of operations.

XML

Related Parties

3 Months Ended

Mar. 31, 2019

Related Parties [Abstract]

Related Parties

Note 11 — Related Parties:

Amounts payable to the Company’s former parent, Overseas Shipholding Group, Inc. (“OSG”), included in accounts payable, accrued expenses and other current liabilities in the condensed consolidated balance sheets, aggregate to $36 and $34 as of March 31, 2019 and December 31, 2018, respectively, and are related to a guarantee provided by OSG as described below.

The FSO Joint Venture is a party to a number of contracts: (a) the FSO Joint Venture is an obligor pursuant to a guarantee facility agreement dated as of July 14, 2017, by and among, the FSO Joint Venture, ING Belgium NV/SA, as issuing bank, and Euronav and INSW, as guarantors (the ‘‘Guarantee Facility’’); (b) the FSO Joint Venture is party to two service contracts with NOC (the ‘‘NOC Service Contracts’’) and (c) the FSO Joint Venture is a borrower under a $220,000 secured credit facility by and among TI Africa and TI Asia, as joint and several borrowers, ABN AMRO Bank N.V. and ING Belgium SA/NV, as Lenders, Mandated Lead Arrangers and Swap Banks, and ING Bank N.V., as Agent and as Security Trustee. INSW severally guarantees the obligations of the FSO Joint Venture pursuant to the Guarantee Facility.

The FSO Joint Venture drew down on a $220,000 credit facility in April 2018. The Company provided a guarantee for the $110,000 FSO Term Loan portion of the facility, which amortizes over the remaining terms of the NOC Service Contracts, which expire in July 2022 and September 2022. INSW’s guarantee of the FSO Term Loan has financial covenants that provide (i) INSW’s Liquid Assets shall not be less than the higher of $50,000 and 5% of Total Indebtedness of INSW, (ii) INSW shall have Cash of at least $30,000 and (iii) INSW is in compliance with the Loan to Value Test (as such capitalized terms are defined in the Company guarantee or in the case of the Loan to Value Test, as defined in the credit agreement underlying the Company’s 2017 Debt Facilities (see Note 9, “Debt”). As of March 31, 2019, and December 31, 2018, the maximum aggregate potential amount of future payments (undiscounted) that INSW could be required to make in relation to its equity method investees secured bank debt and interest rate swap obligations was $88,133 and $93,548, respectively, and the carrying value of the Company’s guaranty in the accompanying condensed consolidated balance sheets was $553 and $673, respectively.

INSW maintains a guarantee in favor of Qatar Liquefied Gas Company Limited (2) (‘‘LNG Charterer’’) relating to certain LNG Tanker Time Charter Party Agreements with the LNG Charterer and each of Overseas LNG H1 Corporation, Overseas LNG H2 Corporation, Overseas LNG S1 Corporation and Overseas LNG S2 Corporation (such agreements, the ‘‘LNG Charter Party Agreements,’’ and such guarantee, the ‘‘LNG Performance Guarantee’’). INSW will pay QGTC an annual fee of $100 until such time that QGTC ceases to provide a guarantee in favor of the LNG charterer relating to performance under the LNG Charter Party Agreements.

OSG continues to provide a guarantee in favor of the LNG Charterer relating to the LNG Charter Party Agreements (such guarantees, the ‘‘OSG LNG Performance Guarantee’’). INSW will indemnify OSG for liabilities arising from the OSG LNG Performance Guarantee pursuant to the terms of the Separation and Distribution Agreement. In connection with the OSG LNG Performance Guarantee, INSW will pay an annual fee of $145 to OSG for 2019. Such fee is subject to termination if OSG ceases to provide the OSG LNG Performance Guarantee.

XML

Capital Stock and Stock Compensation

3 Months Ended

Mar. 31, 2019

Capital Stock and Stock Compensation [Abstract]

Capital Stock and Stock Compensation

Note 12 — Capital Stock and Stock Compensation:

The Company accounts for stock-based compensation expense in accordance with the fair value method required by ASC 718, Compensation – Stock Compensation. Such fair value method requires share-based payment transactions to be measured according to the fair value of the equity instruments issued.

Management Compensation - Restricted Stock Units and Stock Options

There were no stock-based compensation awards granted during the three months ended March 31, 2019.

Share Repurchases

In connection with the settlement of vested restricted stock units, the Company repurchased 8,746 and 15,746 shares of common stock during the three months ended March 31, 2019 and 2018, respectively, at an average cost of $17.13 and $17.66, respectively, per share (based on the market prices on the dates of vesting) from certain members of management to cover withholding taxes. During April 2019, an additional 5,972 shares of common stock were repurchased from certain employees and members of management at an average cost of $17.14 per share in relation to restricted stock units that vested in March 2019.

On March 5, 2019, the Company’s Board of Directors approved a resolution reauthorizing the Company’s $30,000 stock repurchase program for another 24-month period ending March 5, 2021, on the open market or otherwise, in such quantities, at such prices, in such manner and on such terms and conditions as management determines is in the best interests of the Company. Shares owned by employees, directors and other affiliates of the Company will not be eligible for repurchase under this program without further authorization from the Board. No shares were acquired under repurchase programs during the three months ended March 31, 2019 and 2018.

XML

Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2019

Accumulated Other Comprehensive Loss [Abstract]

Accumulated Other Comprehensive Loss

Note 13 — Accumulated Other Comprehensive Loss:

The components of accumulated other comprehensive loss, net of related taxes, in the condensed consolidated balance sheets follow:

	March 31,		December 31,
	2019		2018
Unrealized losses on derivative instruments	$	(24,698)	$	(21,520)
Items not yet recognized as a component of net periodic benefit cost (pension plans)		(8,608)		(8,409)
	$	(33,306)	$	(29,929)

The changes in the balances of each component of accumulated other comprehensive loss, net of related taxes, during the three months ended March 31, 2019 and 2018 follow: 

	Unrealized losses on cash flow hedges		Items not yet recognized as a component of net periodic benefit cost (pension plans)		Total
Balance as of December 31, 2018	$	(21,520)	$	(8,409)	$	(29,929)
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss		(4,999)		(199)		(5,198)
Amounts reclassified from accumulated other
comprehensive loss		1,821		-		1,821
Total change in accumulated other comprehensive loss		(3,178)		(199)		(3,377)
Balance as of March 31, 2019	$	(24,698)	$	(8,608)	$	(33,306)
Balance as of December 31, 2017	$	(28,989)	$	(11,418)	$	(40,407)
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss		4,866		(429)		4,437
Amounts reclassified from accumulated other
comprehensive loss		2,604		-		2,604
Total change in accumulated other comprehensive loss		7,470		(429)		7,041
Balance as of March 31, 2018	$	(21,519)	$	(11,847)	$	(33,366)

Amounts reclassified out of each component of accumulated other comprehensive loss follow:

	Three Months Ended
	March 31,
Accumulated Other Comprehensive Loss Component	2019		2018		Statement of Operations Line Item
Unrealized losses on cash flow hedges:
Interest rate swaps entered into by the Company's					Equity in income of
equity method joint venture investees	$	1,640	$	2,604	affiliated companies
Interest rate swaps entered into by the
Company's subsidiaries		140		-	Interest expense
Interest rate caps entered into by the
Company's subsidiaries		41		-	Interest expense
	$	1,821	$	2,604	Total before and after tax

At March 31, 2019, the Company expects that it will reclassify $7,684 (gross and net of tax) of net losses on derivative instruments from accumulated other comprehensive loss to earnings during the next twelve months due to the payment of variable rate interest associated with floating rate debt of INSW’s equity method investees and the interest rate cap and swaps held by the Company.

See Note 8, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures,” for additional disclosures relating to derivative instruments.

XML

Revenue

3 Months Ended

Mar. 31, 2019

Revenue [Abstract]

Revenue

Note 14 — Revenue:

The adoption of ASC 842 had no impact on shipping revenues for the three months ended March 31, 2019 as the timing and pattern of revenue recognition under our revenue contracts that have lease and non-lease components is the same even when accounted for separately under ASC 842 and ASC 606, respectively.

Revenue Recognition

The majority of the Company’s contracts for pool revenues, time and bareboat charter revenues, and voyage charter revenues are accounted for as lease revenue under ASC 842. The Company’s contracts with pools are cancellable with up to 90 days’ notice. As of March 31, 2019, five of the Company’s vessels are operating under six-month time charter contracts to customers with expiry dates ranging from June 2019 to July 2019. The Company’s contracts with customers for voyage charters are short term and vary in length based upon the duration of each voyage. Lease revenue for non-variable lease payments are recognized over the lease term on a straight-line basis and lease revenue for variable lease payments are recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. See Note 2, “Significant Accounting Policies,” for additional detail on the Company’s accounting policies regarding revenue recognition for leases.

Lightering services provided by the Company’s Crude Tanker Lightering Business and voyage charter contracts that do not meet the definition of lease are accounted for as service revenues under ASC 606. In accordance with ASC 606, revenue is recognized when a customer obtains control of or consumes promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services. See Note 2, “Significant Accounting Policies,” for additional detail on the Company’s accounting policies regarding service revenue recognition and costs to obtain or fulfill a contract.

The following table presents the Company’s revenues from leases accounted for under ASC 842 and revenues from services accounted for under ASC 606 for the three months ended March 31, 2019 and 2018:

	Crude		Product
	Tankers		Carriers		Other		Totals
Three months ended March 31, 2019:
Revenues from leases
Pool revenues	$	46,172	$	21,465	$	-	$	67,637
Time and bareboat charter revenues		5,520		-		-		5,520
Voyage charter revenues		7,620		24		-		7,644
Revenues from services
Voyage charter revenues
Lightering services		21,073		-		-		21,073
Total shipping revenues	$	80,385	$	21,489	$	-	$	101,874
Three months ended March 31, 2018:
Revenues from leases
Pool revenues	$	16,400	$	19,114	$	-	$	35,514
Time and bareboat charter revenues		7,418		495		-		7,913
Voyage charter revenues		3,448		4		-		3,452
Revenues from services
Voyage charter revenues
Lightering services		5,099		-		-		5,099
Total shipping revenues	$	32,365	$	19,613	$	-	$	51,978

Contract Balances

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers, and significant changes in contract assets and liabilities balances, associated with revenue from services accounted for under ASC 606. Balances related to revenues from leases accounted for under ASC 842 are excluded from the table below.

	Voyage receivables - Billed receivables		Contract assets (Unbilled voyage receivables)		Contract liabilities (Deferred revenues and off hires)
Opening balance as of January 1, 2019	$	6,632	$	1,931	$	-
Closing balance as of March 31, 2019		8,870		3,336		-
Revenue recognized in the period from:
Amounts included in contract liability at the beginning of the period	$	-	$	-	$	-

We receive payments from customers based on the distribution schedule established in our contracts. Contract assets relate to our conditional right to consideration for our completed performance under contracts and decrease when the right to consideration becomes unconditional or payments are received. Contract liabilities include payments received in advance of performance under contracts and are recognized when performance under the respective contract has been completed. Deferred revenues allocated to unsatisfied performance obligations will be recognized over time as the services are performed.

Performance Obligations

All of the Company's performance obligations, and associated revenue, are generally transferred to customers over time. The expected duration of services is less than one year. Reductions in revenues from performance obligations satisfied in previous periods recognized during the three months ended March 31, 2019 and 2018 were $483 and $41, respectively. These reductions to revenue were related to changes in estimates of performance obligations related to voyage charters.

Costs to Obtain or Fulfill a Contract

As of March 31, 2019, there were no unamortized deferred costs of obtaining or fulfilling a contract.

XML

Leases

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Leases

Note 15 — Leases:

The adoption of ASC 842 had a material impact in our condensed consolidated balance sheet due to the recognition of ROU assets and corresponding operating lease liabilities as disclosed below but did not have an impact in our lease expenses as disclosed below for the three months ended March 31, 2019. Certain amounts recorded for prepaid charter hire expenses associated with historical operating leases were reclassified to the newly captioned Operating lease right-of-use asset in the condensed consolidated balance sheet as of March 31, 2019. The expense for leases under the ASC 842 will continue to be classified in their historical statements of operations captions (primarily in Charter hire expenses, General and administrative, Voyage expenses, and Vessel expenses).

As permitted under ASC 842, the Company has elected not to apply the provisions of ASC 842 to short term leases, which include: (i) tanker vessels chartered-in where the duration of the charter was one year or less at inception; (ii) workboats employed in the Crude Tankers Lightering business which are cancellable upon 180 days’ notice; and (iii) short term leases of office and other space.

Contracts under which the Company is a Lessee

The Company currently has two major categories of leases – chartered-in vessels and leased office and other space. The expenses recognized during the three months ended March 31, 2019 for the lease component of these leases are as follows:

		Three Months Ended
	Statement of Operations Line Item	March 31, 2019
Operating lease cost
Vessel assets	Charter hire expenses	$	3,657
Office and other space	General and administrative		249
	Voyage expenses		42
Short-term lease cost
Vessel assets (1)	Charter hire expenses		2,227
Office and other space	General and administrative		29
	Voyage expenses		26
	Vessel expenses		5
Total lease cost		$	6,235

(1)Excludes vessels spot chartered-in under operating leases and employed in the Crude Tankers Lightering business for periods of less than one month each, totaling $6,628, including both lease and non-lease components.

Supplemental cash flow information related to leases was as follows:

	Three Months Ended
	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$	3,873

Supplemental balance sheet information related to leases was as follows:

	March 31, 2019
Operating lease right-of-use assets	$	30,570
Current portion of operating lease liabilities	$	(8,348)
Long-term operating lease liabilities		(19,512)
Total operating lease liabilities	$	(27,860)
Weighted average remaining lease term - operating leases		4.39 years
Weighted average discount rate - operating leases		7.36%

1. Charters-in of vessel assets:

As of March 31, 2019, INSW had commitments to charter in four MR and two Aframax vessels. All of the charters-in, of which the two Aframaxes are bareboat charters with expiry dates ranging from December 2023 to March 2024 and the four MRs are time charters with expiry dates ranging from June 2019 to July 2019, are accounted for as operating leases. The Company’s time charters contain renewal options to extend the leases for 12 to 18 months. The Company’s bareboat charters contain purchase options commencing in the first quarter of 2021. As of March 31, 2019, the Company has determined that the above options are not yet reasonably certain of being exercised. Lease liabilities related to time charters-in vessels exclude estimated days that the vessels will not be available for employment due to drydock because the Company does not pay charter hire when time chartered-in vessels are not available for its use.

Payments of lease liabilities and related number of operating days under these operating leases as of March 31, 2019 and December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019) are as follows:

Bareboat Charters-in:
At March 31, 2019	Amount		Operating Days
2019	$	4,730	550
2020		6,295	732
2021		6,278	730
2022		6,278	730
2023		4,532	556
Total lease payments		28,113	3,298
less imputed interest		(4,161)
Total operating lease liabilities	$	23,952

Bareboat Charters-in:
At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)	Amount		Operating Days
2019	$	6,278	730
2020		6,295	732
2021		6,278	730
2022		6,278	730
2023		4,782	556
Net minimum lease payments	$	29,911	3,478

Time Charters-in:
At March 31, 2019	Amount		Operating Days
2019	$	1,428	345
Total lease payments		1,428	345
less imputed interest		(11)
Total operating lease liabilities	$	1,417

Time Charters-in:
At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)	Amount			Operating Days
2019	$	12,934	(1)	1,421
Net minimum lease payments	$	12,934		1,421

(1)Includes non-lease components totaling approximately $5,530 related to the Company’s time charters, which are accounted for under ASC 842 effective January 1, 2019 and therefore excluded from the operating lease liability, and approximately $3,615 related to short term leases of workboats employed in the Crude Tankers Lightering business that are not in scope of ASC 842 based on the Company’s accounting policy election.

2. Office and other space:

The Company has operating leases for office and lightering workboat dock space. These leases have expiry dates ranging from December 2020 to August 2021.

Payments of lease liabilities for office and other space as of March 31, 2019 and December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019) are as follows:

Office and other space:
At March 31, 2019		Amount
2019	$	874
2020		1,166
2021		665
Total lease payments		2,705
less imputed interest		(214)
Total operating lease liabilities	$	2,491

Office and other space:
At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)		Amount
2019	$	1,219
2020		1,152
2021		665
Net minimum lease payments	$	3,036

Contracts under which the Company is a Lessor

See Note 14, “Revenue,” for discussion on the Company’s revenues from operating leases accounted for under the lease guidance (ASC 842).

The future minimum revenues, before reduction for brokerage commissions, expected to be received on non-cancelable time charters and the related revenue days as of March 31, 2019 and December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019) are as follows:

At March 31, 2019	Amount		Revenue Days
2019	$	4,086	312
Future minimum revenues	$	4,086	312

At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)	Amount		Revenue Days
2019	$	2,587	221
Future minimum revenues	$	2,587	221

Future minimum revenues do not include (i) the Company’s share of time charters entered into by the pools in which it participates, and (ii) the Company’s share of time charters entered into by the joint ventures, which the Company accounts for under the equity method. Revenues from a time charter are not generally received when a vessel is off-hire, including time required for normal periodic maintenance of the vessel. In arriving at the minimum future charter revenues, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.

XML

Contingencies

3 Months Ended

Mar. 31, 2019

Contingencies [Abstract]

Contingencies

Note 16 — Contingencies:

INSW’s policy for recording legal costs related to contingencies is to expense such legal costs as incurred.

Multi-Employer Plans

The Merchant Navy Officers Pension Fund (“MNOPF”) is a multi-employer defined benefit pension plan covering British crew members that served as officers on board INSW’s vessels (as well as vessels of other owners). The trustees of the plan have indicated that, under the terms of the High Court ruling in 2005, which established the liability of past employers to fund the deficit on the Post 1978 section of MNOPF, calls for further contributions may be required if additional actuarial deficits arise or if other employers liable for contributions are not able to pay their share in the future. As the amount of any such assessment cannot currently be reasonably estimated, no reserves have been recorded for this contingency in INSW’s consolidated financial statements as of March 31, 2019. The next deficit valuation is as of March 31, 2019 and is expected to be completed later in 2019.

The Merchant Navy Ratings Pension Fund (“MNRPF”) is a multi-employer defined benefit pension plan covering British crew members that served as ratings (seamen) on board INSW’s vessels (as well as vessels of other owners) more than 20 years ago. Participating employers include current employers, historic employers that have made voluntary contributions, and historic employers such as INSW that have made no deficit contributions. Calls for contributions may be required if additional actuarial deficits arise or if other employers liable for contributions are unable to pay their share in the future. INSW’s reserve for our share of the scheme deficit based on the last deficit valuation was £57  ($75) as of March 31, 2019, which is due for payment in October 2019. The next deficit valuation is due March 31, 2020.

Galveston Accident

In late September 2017, an industrial accident at a dock facility in Galveston, Texas resulted in fatalities to two temporary employees (the “decedents”) of a subsidiary of the Company. In accordance with law, an investigation of the accident was conducted by the Occupational Safety and Health Administration and local law enforcement. The subsidiary cooperated in providing requested information to investigators, and to date, no citations or other adverse enforcement actions have been issued to and/or taken against the subsidiary.         

Additionally, two wrongful death lawsuits (the “lawsuits”) relating to the accident, each of which claims damages in excess of $25,000, were filed in state court in Texas (Harris County District Court) and identified the subsidiary as one of several defendants. The lawsuits have been settled as to most of the original defendants, with the exception of the subsidiary, and the remaining disputes were removed to federal court in Houston, Texas (Southern District) in January 2018. The subsidiary has filed its answer to those complaints, generally denying the allegations and stating certain affirmative defenses. The subsidiary has filed a motion for summary judgment seeking dismissal of all claims being asserted against it in the lawsuits based on its position that it was the decedents’ borrowing employer, and therefore has tort immunity under the Longshore and Harbor Workers’ Compensation Act, 33 U.S.C. §§ 900-950. The motion for summary judgment is currently pending and awaiting the federal court’s decision, but it cannot be predicted when a decision will be issued. There is currently no trial setting in the case. The Company and the subsidiary intend to continue vigorously defending the lawsuits. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages and are in the stages of the proceedings where key factual and legal issues have not been resolved. Accordingly, the Company is currently unable to predict the ultimate timing or outcome of, or to reasonably estimate the possible loss or a range of possible loss resulting from, the lawsuits.

Further, certain of the other original defendants in the wrongful death/personal injury actions (the “T&T Defendants”) made demands to the subsidiary and its insurers for contractual defense, indemnity and additional insured coverage for all claims being asserted against the T&T Defendants arising out of the incident, including all amounts paid by the T&T Defendants in settlement of those claims, as well as its costs of defense. The subsidiary and its excess insurers filed an action for declaratory judgment in federal court in Texas (Southern District) seeking judgment that they did not owe contractual indemnification obligations to the T&T Defendants. In July 2018 the federal court overseeing the declaratory judgment action issued an order dismissing the case on the basis that it lacked subject-matter jurisdiction to hear the dispute. This was not a decision on the merits of the underlying contractual dispute. The subsidiary and its excess insurers filed an appeal of that decision in the U.S. Fifth Circuit Court of Appeals. In the meantime, the T&T Defendants filed a new lawsuit in a Texas state court to assert their contractual claims against the subsidiary and its insurers, which the defendants then removed to federal court in Houston, Texas. In early 2019, a settlement of the T&T Defendants’ claims against the subsidiary and its insurers was reached, and funding of same has been issued by the subsidiary’s insurers. Pursuant to the terms of the settlement, all litigation concerning these claims has been dismissed with prejudice. 

Finally, in February 2018, the subsidiary and its insurers settled three “bystander” claims made by crewmembers aboard a vessel under charter to the subsidiary for alleged emotional and other personal injuries. The subsidiary has initiated arbitration in Houston, Texas against the employer of the bystanders to seek full recovery of this payment pursuant to indemnity provisions in the charter between the subsidiary and the employer. The arbitration is currently underway, and any eventual recovery will be for the benefit of the subsidiary’s insurers.  

Legal Proceedings Arising in the Ordinary Course of Business

The Company is a party, as plaintiff or defendant, to various suits in the ordinary course of business for monetary relief arising principally from personal injuries, wrongful death, collision or other casualty and to claims arising under charter parties and other contract disputes. A substantial majority of such personal injury, wrongful death, collision or other casualty claims against the Company are covered by insurance (subject to deductibles not material in amount). Each of the claims involves an amount which, in the opinion of management, should not be material to the Company’s financial position, results of operations and cash flows.

XML

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Significant Accounting Policies [Abstract]

Cash, cash equivalents and Restricted cash

Cash, cash equivalentsand Restricted cash— Interest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are included in cash and cash equivalents. Restricted cash of $57,618 and $59,331 as of March 31, 2019 and December 31, 2018, respectively, represents legally restricted cash relating to the Company’s 2017 Term Loan Facility, Sinosure Credit Facility, ABN Term Loan Facility, and 10.75% Unsecured Subordinated Notes (See Note 9, “Debt”). Such restricted cash reserves are included in the non-current assets section of the condensed consolidated balance sheets.

Concentration of Credit Risk

Concentration of Credit Risk— Financial instruments that potentially subject the Company to concentrations of credit risk are voyage receivables due from charterers and pools in which the Company participates. With respect to voyage receivables, the Company limits its credit risk by performing ongoing credit evaluations. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the voyage receivables balance. We determine the allowance based on troubled accounts, historical experience, and other currently available evidence.Voyage receivables reflected in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018 are net of an allowance for doubtful accounts of $1,325 and $27, respectively. The provisions for doubtful accounts for the three months ended March 31, 2019 and 2018 were $1,298 and $41, respectively. During the three months ended March 31, 2019 and 2018, the Company did not have any individual customers who accounted for 10% or more of its revenues apart from the pools in which it participates. The pools in which the Company participates accounted in aggregate for 85% and 88% of consolidated voyage receivables at March 31, 2019 and December 31, 2018, respectively.

Deferred finance charges

Deferred finance charges— Finance charges, excluding original issue discount, incurred in the arrangement and/or amendments resulting in the modification of debt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the life of the related debt. Unamortized deferred finance charges of $379 and $413 relating to the 2017 Revolver Facility are included in other assets in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively. Unamortized deferred financing charges of $24,916 and $26,647 relating to the 2017 Term Loan Facility, Sinosure Credit Facility, ABN Term Loan Facility, 8.5% Senior Notes and 10.75% Subordinated Notes are included in long-term debt in the condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively. Interest expense relating to the amortization of deferred financing charges amounted to $1,230 and $656 for the three months ended March 31, 2019 and 2018, respectively.

Revenue and expense recognition

Revenue and expense recognition — The Company recognizes revenue in accordance with the provisions of ASC 606, Revenue from Contracts with Customers (ASC 606). The standard provides a unified model to determine how revenue is recognized. In doing so, the Company makes judgments including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each performance obligation. Revenues are recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

As the Company’s performance obligations are services which are received and consumed by its customers as it performs such services, revenues are recognized over time proportionate to the days elapsed since the service commencement compared to the total days anticipated to complete the service. The minimum duration of services is less than one year for each of the Company’s current contracts.

The Company’s contract revenues consist of revenues from time charters, bareboat charters, voyage charters and pool revenues.

Revenues from time charters are accounted for as fixed rate operating leases with an embedded technical management service component and are recognized ratably over the rental periods of such charters. Bareboat charters are accounted for as operating leases and the associated revenue is recognized ratably over the rental periods of such charters.

Voyage charters contain a lease component if the contract (i) specifies a specific vessel asset; and (ii) has terms that allow the charterer to exercise substantive decision-making rights, which have an economic value to the charterer and therefore allow the charterer to direct how and for what purpose the vessel is used. Voyage charter revenues and expenses are recognized ratably over the estimated length of each voyage. For a voyage charter which contains a lease component, revenue and expenses are recognized based on a lease commencement-to-discharge basis and the lease commencement date is the latter of discharge of the previous cargo or voyage charter contract signing. For voyage charters that do not have a lease component, revenue and expenses are recognized based on a load-to-discharge basis. Accordingly, voyage expenses incurred during a vessel’s positioning voyage to a load port in order to serve a customer under a voyage charter not containing a lease are considered costs to fulfill a contract and are deferred and recognized ratably over the load-to-discharge portion of the contract.

Under voyage charters, expenses such as fuel, port charges, canal tolls, cargo handling operations and brokerage commissions are paid by the Company whereas, under time and bareboat charters, such voyage costs are paid by the Company’s customers.

For the Company’s vessels operating in pools, revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter equivalent (“TCE”) basis in accordance with an agreed-upon formula. Accordingly, the Company accounts for its agreements with commercial pools as variable rate operating leases with an embedded technical management service component. For the pools in which the Company participates, management monitors, among other things, the relative proportion of the Company’s vessels operating in each of the pools to the total number of vessels in each of the respective pools and assesses whether or not the Company’s participation interest in each of the pools is sufficiently significant so as to determine that the Company has effective control of the pool.

Demurrage earned during a voyage charter represents variable consideration. The Company estimates demurrage at contract inception using either the expected value or most likely amount approaches. Such estimate is reviewed and updated over the term of the voyage charter contract.

On January 1, 2019, the Company adopted the provisions of ASU 2016-02, Leases (ASC 842). This standard provides lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under ASC 606 and both of the following conditions are met: (1) the timing and pattern of transfer of the non-lease components and associated lease component are the same; and (2) the lease component, if accounted for separately, would be classified as an operating lease. If lease and non-lease components are aggregated under this practical expedient, a lessor would account for the combined component as follows: if the non-lease components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606 as described above; otherwise, the entity must account for the combined component as an operating lease in accordance with ASC 842.

The Company has elected the lessor practical expedient to aggregate non-lease components with the associated lease components and to account for the combined components as required by the practical expedient since its primary revenue streams described above meet the conditions required to adopt the practical expedient. Furthermore, the Company has performed a qualitative analysis of each of its primary revenue contract types to determine whether the lease component or the non-lease component is the predominant component of the contract. The Company concluded that the lease component is the predominant component for all of its primary revenue contract types as the lessee would ascribe more value to the control and use of the underlying vessel rather than to the technical services to operate the vessel which is an add-on service to the lessee. Accordingly, effective January 1, 2019, the Company’s primary revenue streams are accounted for as lease revenue under ASC 842, except for revenue from voyage charters that don’t meet the definition of a lease. Such contracts will continue to be accounted for as service revenue in accordance with the provisions of ASC 606.

Under ASC 842, lease revenue for fixed lease payments are recognized over the lease term on a straight-line basis and lease revenue for variable lease payments are recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. Initial direct costs are expensed over the lease term on the same basis as lease revenue.

See Note 14, “Revenue,” for additional disclosures on revenue recognition and the impact of adopting ASC 842 on January 1, 2019.

Leases

Leases —  The Company currently has two major categories of lease contracts under which the Company is a lessee – chartered-in vessels and leased office and other space. Chartered-in vessels include bareboat charters which have a lease component only and time charters which have both lease and non-lease components. The lease component relates to the cost to a lessee to control the use of the vessel and the non-lease components relate to the cost to the lessee for the lessor to operate the vessel (technical management service components). For time charters-in, the Company has separated non-lease components from lease component and scoped out non-lease components from the application of ASC 842. For leased office and other space, the Company has elected the ASC 842 practical expedient to account for the lease and non-lease components as a single lease component as it is not practical to separate the insignificant non-lease components from the associated lease components for these types of leases. Further, ASC 842 also allows lessees to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases (i.e., leases with an original term of 12-months or less). Instead, a lessee may recognize the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. The accounting policy election for short-term leases is required to be made by class of underlying asset to which the right of use relates. The Company has elected not to apply ASC 842 to its portfolio of short-term leases existing on January 1, 2019 (see Note 15, “Leases,” for additional information with respect to the Company’s short-term leases).

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and long-term operating lease liabilities in the Company’s condensed consolidated balance sheets. The Company does not have finance leases.  

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The operating lease ROU asset also includes any prepaid lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company makes significant judgements and assumptions to estimate its incremental borrowing rate that a lessee would have to pay to borrow on a 100% collateralized basis over a term similar to the lease term and in an amount equal to the lease payments in a similar economic environment. The Company performs the following steps in estimating its incremental borrowing rate: (i) gather observable debt yields of the Company’s recently issued debt facilities; and (ii) make adjustments to the yields of the actual debt facilities to reflect changes in collateral level, terms, the risk-free interest rate, and credit ratings. In addition, the Company performs sensitivity analyses to evaluate the impact of selected discount rates on the estimated lease liability.

The Company makes significant judgements and assumptions to separate lease component from non-lease components of time charters of tanker vessels. For purposes of determining the standalone selling price of the vessel lease and technical management service components of the Company’s time charters, the Company concluded that the residual approach would be the most appropriate method to use given that vessel lease rates are highly variable depending on shipping market conditions, the duration of such charters, and the age of the vessel. The Company believes that the standalone transaction price attributable to the technical management service component is more readily determinable than the price of the lease component and, accordingly, the price of the service component is estimated using observable data (such as fees charged by third-party technical managers) and the residual transaction price is attributed to the vessel lease component.

See discussion above under revenue and expense recognition for the Company’s accounting policy on revenues from leases. See Note 15, “Leases,” for additional disclosures on leases and the impact of adopting ASC 842 on January 1, 2019.

Recently adopted / issued accounting standards

Recently Adopted Accounting Standards —In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842), a standard that requires lessees to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. The requirements of this standard include a significant increase in required disclosures to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The FASB has issued several amendments and practical expedients to the standard, including clarifying guidance, transition relief on comparative reporting at adoption, the lessee practical expedient, which allows lessees, as an accounting policy election made by class of underlying asset, to choose not to separate non-lease components from lease components and instead combine the separate lease and non-lease components and account for them as a single lease components, the lessor practical expedient, which allows entities to choose to aggregate non-lease components with the associated lease components and to account for the combined components as required by the practical expedient, a practical expedient, which allows lessees to elect as an accounting policy not to apply the provisions of ASC 842 to short term leases, and codification improvements to clarifythat lessees and lessors are exempt from a certain interim disclosure requirement associated with adopting the new leases standard. The new standard is effective for us beginning January 1, 2019 and we adopted the standard using the modified retrospective transition approach, which allows the Company to recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption rather than restate our comparative prior year periods. Based on our analysis, the cumulative effect adjustment to the opening balance of accumulated deficit is zero because (i) we do not have any unamortized initial direct costs as of January 1, 2019 that need to be written off; (ii) we do not have any deferred gain or loss from our previous sale and operating leaseback transactions that need to be recognized; and (iii) the timing and pattern of revenue recognition under our revenue contracts that have lease and non-lease components is the same and even if accounted for separately, the lease component of such contracts would be considered operating leases. We elected certain available practical expedients and implemented internal controls and key system functionality to enable the preparation of financial information on adoption. See Note 14, “Revenue” and Note 15, “Lease,” for further information and the impact of adopting ASC 842 on January 1, 2019.

In August 2018, the SEC issued a final rule that amends certain of its disclosure requirements. The amendments are intended to facilitate the disclosure of information to investors and simplify compliance without significantly changing the information provided to investors. The amendments require registrants to include a reconciliation of changes in stockholders’ equity in their interim financial statements. As a result, registrants will have to provide the reconciliation for both the year-to-date and quarterly periods as well as comparable periods in Form 10-Q, but only for the year-to-date periods in registration statements. While the amendments adopted in August 2018 are effective on November 5, 2018, the SEC staff issued a Compliance and Disclosure Interpretation (C&DI) that provides an extended transition period for companies to comply with the requirement to provide a reconciliation of changes in stockholders’ equity in their interim financial statements, allowing a registrant to not comply with that requirement until the Form 10-Q for the quarter that begins after November 5, 2018. Accordingly, the Company began providing the new interim reconciliations of shareholders’ equity required by the rule in the Form 10-Q for the three months ending March 31, 2019.

Recently Issued Accounting Standards—  In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit losses (ASC 326), which amends the guidance on the impairment of financial instruments. The standard adds an impairment model known as the current expected credit loss (“CECL”) model that is based on expected losses rather than incurred losses. Under the new guidance, an entity is required to recognize as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. Unlike the incurred loss models under existing standards, the CECL model does not specify a threshold for the recognition of an impairment allowance. Rather, an entity will recognize its estimate of expected credit losses for financial assets as of the end of the reporting period. Credit impairment will be recognized as an allowance or contra-asset rather than as a direct write-down of the amortized cost basis of a financial asset. However, the carrying amount of a financial asset that is deemed uncollectible will be written off in a manner consistent with existing standards. In November 2018, the FASB issued ASU 2018-19,Financial Instruments – Credit losses (ASC 326), which clarifies that operating lease receivables are not within the scope of ASC 326 and should instead be accounted for under the new leasing standard, ASC 842. The standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2019 and early adoption is permitted. We are in the process of evaluating financial assets on our balance sheet for potential credit losses under CECL model, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. Most of our voyage receivables are operating lease receivables which are out of the scope of ASC 326.

In August 2018, the FASB issued ASU 2018-14, Defined Benefit Plans (ASC 715), which amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. ASU 2018-14 adds requirements for an entity to disclose the following: (1) the weighted average interest crediting rates used in the entity’s cash balance pension plans and other similar plans; (2) a narrative description of the reasons for significant gains and losses affecting the benefit obligation for the period; and (3) an explanation of any other significant changes in the benefit obligation or plan assets that are not otherwise apparent in the other disclosures required by ASC 715. Further, the ASU removes guidance that requires the following disclosures: (1) the amounts in accumulated other comprehensive income expected to be recognized as part of net periodic benefit cost over the next year; (2) information about plan assets to be returned to the entity, including amounts and expected timing; (3) information about benefits covered by related-party insurance and annuity contracts and significant transactions between the plan and related parties; and (4) effects of a one-percentage-point change in the assumed health care costs and the effect of this change in rates on service cost, interest cost, and the benefit obligation for postretirement health care benefits. The standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2020 and early adoption is permitted. Management does not expect the adoption of this accounting standard to have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820), which changes the fair value measurement disclosure requirements. The new disclosure requirements are: (1) changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and (2) the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The eliminated disclosure requirements are: (1) transfers between Level 1 and Level 2 of the fair value hierarchy; and (2) policies related to valuation processes and the timing of transfers between levels of the fair value hierarchy. Under ASU 2018-13, entities are no longer required to estimate and disclose the timing of liquidity events for investments measured at fair value. Instead, the requirement to disclose such events applies only when they have been communicated to the reporting entities by the investees or announced publicly. The standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2019 and early adoption is permitted. Management does not expect the adoption of this accounting standard to have a material impact on the Company’s consolidated financial statements.

XML

Contingencies (Policy)

3 Months Ended

Mar. 31, 2019

Contingencies [Abstract]

Legal costs

INSW’s policy for recording legal costs related to contingencies is to expense such legal costs as incurred.

XML

Earnings per Common Share (Tables)

9 Months Ended

Sep. 30, 2018

Earnings per Common Share [Abstract]

Components of Calculation of Earnings Per Share

The components of the calculation of basic earnings per share and diluted earnings per share are as follows:

	Three Months Ended
	March 31,
	2019		2018
Net income/(loss)	$	10,897	$	(29,316)
Weighted average common shares outstanding:
Basic		29,181,233		29,106,180
Diluted		29,223,187		29,106,180

Reconciliations of the numerator of the basic and diluted earnings per share computations are as follows:

	Three Months Ended
	March 31,
	2019		2018
Net income/(loss) allocated to:
Common Stockholders	$	10,879	$	(29,316)
Participating securities		18		-
	$	10,897	$	(29,316)

XML

Business and Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2019

Business and Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Information about the Company’s reportable segments as of and for the three months ended March 31, 2019 and 2018 follows:

	Crude		Product
	Tankers		Carriers		Other		Totals
Three months ended March 31, 2019:
Shipping revenues	$	80,385	$	21,489	$	-	$	101,874
Time charter equivalent revenues		72,586		21,443		-		94,029
Depreciation and amortization		14,477		4,418		34		18,929
Loss/(gain) on disposal of vessels and other property		17		(65)		-		(48)
Adjusted income/(loss) from vessel operations		23,362		4,058		(43)		27,377
Equity in income of affiliated companies		4,770		-		3,300		8,070
Investments in and advances to affiliated companies
at March 31, 2019		139,832		12,703		114,983		267,518
Adjusted total assets at March 31, 2019		1,306,866		326,696		114,983		1,748,545
Expenditures for vessels and vessel improvements		2,955		7		-		2,962
Payments for drydockings		4,231		207		-		4,438
Three months ended March 31, 2018:
Shipping revenues	$	32,365	$	19,613	$	-	$	51,978
Time charter equivalent revenues		29,220		19,581		-		48,801
Depreciation and amortization		12,873		4,718		33		17,624
Loss/(gain) on disposal of vessels and other property		9,988		(3,415)		-		6,573
Adjusted (loss)/income from vessel operations		(12,024)		(2,411)		331		(14,104)
Equity in income of affiliated companies		5,575		-		2,765		8,340
Investments in and advances to affiliated companies
at March 31, 2018		257,782		14,620		111,622		384,024
Adjusted total assets at March 31, 2018		1,041,597		363,175		111,248		1,516,020
Expenditures for vessels and vessel improvements		1,564		347		-		1,911
Payments for drydockings		1,249		-		-		1,249

Reconciliation of Revenue from Segments to Consolidated

Reconciliations of time charter equivalent (“TCE”) revenues of the segments to shipping revenues as reported in the condensed statements of operations follow:

	Three Months Ended
	March 31,
	2019		2018
Time charter equivalent revenues	$	94,029	$	48,801
Add: Voyage expenses		7,845		3,177
Shipping revenues	$	101,874	$	51,978

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

Reconciliations of adjusted income/(loss) from vessel operations of the segments to income/(loss) before income taxes, as reported in the condensed consolidated statements of operations follow:

	Three Months Ended
	March 31,
	2019		2018
Total adjusted income/(loss) from vessel operations
of all segments	$	27,377	$	(14,104)
General and administrative expenses		(6,773)		(6,029)
Provision for credit losses		(1,298)		-
Third-party debt modification fees		(30)		-
Gain/(loss) on disposal of vessels and other property		48		(6,573)
Consolidated income/(loss) from vessel operations		19,324		(26,706)
Equity in income of affiliated companies		8,070		8,340
Other income		1,036		679
Interest expense		(17,533)		(11,621)
Income/(loss) before income taxes	$	10,897	$	(29,308)

Reconciliation of Assets from Segment to Consolidated

Reconciliations of total assets of the segments to amounts included in the condensed consolidated balance sheets follow:

As of March 31,	2019		2018
Total assets of all segments	$	1,748,545	$	1,516,020
Corporate unrestricted cash and cash equivalents		79,537		53,472
Restricted cash		57,618		37,714
Other unallocated amounts		5,370		5,266
Consolidated total assets	$	1,891,070	$	1,612,472

XML

Equity Method Investments (Tables)

3 Months Ended

Mar. 31, 2019

Equity Method Investments [Abstract]

Results of Operations of Equity Method Investments

A condensed summary of the results of operations of the joint ventures follows:

	Three Months Ended
	March 31,
	2019		2018
Shipping revenues	$	52,315	$	52,787
Ship operating expenses		(26,369)		(28,292)
Income from vessel operations		25,946		24,495
Other income		428		312
Interest expense		(10,276)		(8,380)
Income tax provision		(855)		(996)
Net income	$	15,243	$	15,431

XML

Variable Interest Entities ("VIEs") (Tables)

3 Months Ended

Mar. 31, 2019

Variable Interest Entities ("VIEs") [Abstract]

Schedule of Variable Interest Entities

The following table presents the carrying amounts of assets and liabilities in the condensed consolidated balance sheet related to the VIEs as of March 31, 2019:

	Condensed Consolidated Balance Sheet
Investments in Affiliated Companies	$	136,577

Schedule of Variable Interest Entities Liability in Condensed Consolidated Balance Sheet to Maximum Exposure to Loss

The table below compares the Company’s liability in the condensed consolidated balance sheet to the maximum exposure to loss at March 31, 2019:

		Condensed Consolidated Balance Sheet	Maximum Exposure to Loss
Other Liabilities	$	553	$	224,711

XML

Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures (Tables)

3 Months Ended

Mar. 31, 2019

Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping

The estimated fair values of the Company’s financial instruments, other than derivatives that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows:

	Fair Value		Level 1		Level 2
March 31, 2019:
Cash and cash equivalents (1)	$	137,155	$	137,155	$	-
2017 Term Loan Facility		(469,599)		-		(469,599)
ABN Term Loan Facility		(25,856)		-		(25,856)
Sinosure Credit Facility		(287,390)		-		(287,390)
8.5% Senior Notes		(24,900)		(24,900)		-
10.75% Subordinated Notes		(30,707)		-		(30,707)
December 31, 2018:
Cash and cash equivalents (1)	$	117,644	$	117,644	$	-
2017 Term Loan Facility		(459,731)		-		(459,731)
ABN Term Loan Facility		(26,724)		-		(26,724)
Sinosure Credit Facility		(293,284)		-		(293,284)
8.5% Senior Notes		(22,960)		(22,960)		-
10.75% Subordinated Notes		(29,094)		-		(29,094)

(1) Includes non-current restricted cash of $57,618 and $59,331 at March 31, 2019 and December 31, 2018, respectively.

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following table presents information with respect to the fair values of derivatives reflected in the March 31, 2019 and December 31, 2018 balance sheets on a gross basis by transaction:

	Asset Derivatives			Liability Derivatives
	Balance Sheet			Balance Sheet
	Location	Amount		Location	Amount
March 31, 2019:
Derivatives designated as hedging instruments:
Interest rate cap:
Current portion	Current portion of derivative asset	$	151	Current portion of derivative liability	$	-
Long-term portion	Long-term derivative asset		104	Long-term derivative liability		-
Interest rate swaps:
Current portion	Current portion of derivative asset		-	Current portion of derivative liability		(1,188)
Long-term portion	Long-term derivative asset		-	Long-term derivative liability		(2,862)
Total derivatives designated as hedging instruments		$	255		$	(4,050)
December 31, 2018:
Derivatives designated as hedging instruments:
Interest rate cap:
Current portion	Current portion of derivative asset	$	460	Current portion of derivative liability	$	-
Long-term portion	Long-term derivative asset		704	Long-term derivative liability		-
Interest rate swaps:
Current portion	Current portion of derivative asset		-	Current portion of derivative liability		(707)
Long-term portion	Long-term derivative asset		-	Long-term derivative liability		(1,922)
Total derivatives designated as hedging instruments		$	1,164		$	(2,629)

Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)

The effect of cash flow hedging relationships recognized in other comprehensive loss/(income) excluding amounts reclassified from accumulated other comprehensive loss, including hedges of equity method investees, for the three months ended March 31, 2019 and 2018 follows:

	Three Months Ended
	March 31,
	2019		2018
Interest rate swaps	$	(4,091)	$	3,854
Interest rate cap		(908)		1,012
Total other comprehensive (loss)/income	$	(4,999)	$	4,866

The effect of cash flow hedging relationships on the condensed consolidated statement of operations is presented excluding hedges of equity method investees. The effect of the Company’s cash flow hedging relationships on the condensed consolidated statement of operations for the three months ended March 31, 2019 and 2018 follows:

	Three Months Ended
	March 31,
	2019		2018
Interest rate swaps	$	140	$	-
Interest rate cap		41		-
Total interest expense	$	181	$	-

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table presents the fair values, which are pre-tax, for assets and liabilities measured on a recurring basis (excluding investments in affiliated companies):

	Fair Value		Level 1		Level 2
Assets/(Liabilities) at March 31, 2019:
Derivative Assets (interest rate cap)	$	255	$	-	$	255	(1)
Derivative Liabilities (interest rate swaps)		(4,050)		-		(4,050)	(1)
Assets/(Liabilities) at December 31, 2018:
Derivative Assets (interest rate cap)	$	1,164	$	-	$	1,164	(1)
Derivative Liabilities (interest rate swaps)		(2,629)		-		(2,629)	(1)

(1) For interest rate caps and swaps, fair values are derived using valuation models that utilize the income valuation approach. These valuation models take into account contract terms such as maturity, as well as other inputs such as interest rate yield curves and creditworthiness of the counterparty and the Company.

XML

Debt (Tables)

3 Months Ended

Mar. 31, 2019

Debt [Abstract]

Schedule of Long-term Debt Instruments

Debt consists of the following:

	March 31,		December 31,
	2019		2018
2017 Term Loan Facility, due 2022, net of unamortized discount
and deferred finance costs of $18,672 and $20,032	$	445,703	$	444,344
ABN Term Loan Facility, due 2023, net of unamortized deferred
finance costs of $785 and $845		25,071		25,879
Sinosure Credit Facility, due 2027 - 2028, net of unamortized deferred
finance costs of $2,563 and $2,664		284,827		290,620
8.5% Senior Notes, due 2023, net of unamortized
deferred finance costs of $1,339 and $1,402		23,661		23,598
10.75% Subordinated Notes, due 2023, net of
unamortized deferred finance costs of $1,558 and $1,705		26,373		26,226
		805,635		810,667
Less current portion		(57,680)		(51,555)
Long-term portion	$	747,955	$	759,112

XML

Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

9 Months Ended

Mar. 31, 2019

Sep. 30, 2018

Accumulated Other Comprehensive Loss [Abstract]

Components of Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of related taxes, in the condensed consolidated balance sheets follow:

	March 31,		December 31,
	2019		2018
Unrealized losses on derivative instruments	$	(24,698)	$	(21,520)
Items not yet recognized as a component of net periodic benefit cost (pension plans)		(8,608)		(8,409)
	$	(33,306)	$	(29,929)

The changes in the balances of each component of accumulated other comprehensive loss, net of related taxes, during the three months ended March 31, 2019 and 2018 follow: 

	Unrealized losses on cash flow hedges		Items not yet recognized as a component of net periodic benefit cost (pension plans)		Total
Balance as of December 31, 2018	$	(21,520)	$	(8,409)	$	(29,929)
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss		(4,999)		(199)		(5,198)
Amounts reclassified from accumulated other
comprehensive loss		1,821		-		1,821
Total change in accumulated other comprehensive loss		(3,178)		(199)		(3,377)
Balance as of March 31, 2019	$	(24,698)	$	(8,608)	$	(33,306)
Balance as of December 31, 2017	$	(28,989)	$	(11,418)	$	(40,407)
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss		4,866		(429)		4,437
Amounts reclassified from accumulated other
comprehensive loss		2,604		-		2,604
Total change in accumulated other comprehensive loss		7,470		(429)		7,041
Balance as of March 31, 2018	$	(21,519)	$	(11,847)	$	(33,366)

Reclassification Out of Accumulated Other Comprehensive Income (Loss)

Amounts reclassified out of each component of accumulated other comprehensive loss follow:

	Three Months Ended
	March 31,
Accumulated Other Comprehensive Loss Component	2019		2018		Statement of Operations Line Item
Unrealized losses on cash flow hedges:
Interest rate swaps entered into by the Company's					Equity in income of
equity method joint venture investees	$	1,640	$	2,604	affiliated companies
Interest rate swaps entered into by the
Company's subsidiaries		140		-	Interest expense
Interest rate caps entered into by the
Company's subsidiaries		41		-	Interest expense
	$	1,821	$	2,604	Total before and after tax

XML

Revenue (Tables)

3 Months Ended

Mar. 31, 2019

Revenue [Abstract]

Schedule of Disaggregated Revenue

The following table presents the Company’s revenues from leases accounted for under ASC 842 and revenues from services accounted for under ASC 606 for the three months ended March 31, 2019 and 2018:

	Crude		Product
	Tankers		Carriers		Other		Totals
Three months ended March 31, 2019:
Revenues from leases
Pool revenues	$	46,172	$	21,465	$	-	$	67,637
Time and bareboat charter revenues		5,520		-		-		5,520
Voyage charter revenues		7,620		24		-		7,644
Revenues from services
Voyage charter revenues
Lightering services		21,073		-		-		21,073
Total shipping revenues	$	80,385	$	21,489	$	-	$	101,874
Three months ended March 31, 2018:
Revenues from leases
Pool revenues	$	16,400	$	19,114	$	-	$	35,514
Time and bareboat charter revenues		7,418		495		-		7,913
Voyage charter revenues		3,448		4		-		3,452
Revenues from services
Voyage charter revenues
Lightering services		5,099		-		-		5,099
Total shipping revenues	$	32,365	$	19,613	$	-	$	51,978

Schedule of Contract Related Receivables, Assets and Liabilities with Customers

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers, and significant changes in contract assets and liabilities balances, associated with revenue from services accounted for under ASC 606. Balances related to revenues from leases accounted for under ASC 842 are excluded from the table below.

	Voyage receivables - Billed receivables		Contract assets (Unbilled voyage receivables)		Contract liabilities (Deferred revenues and off hires)
Opening balance as of January 1, 2019	$	6,632	$	1,931	$	-
Closing balance as of March 31, 2019		8,870		3,336		-
Revenue recognized in the period from:
Amounts included in contract liability at the beginning of the period	$	-	$	-	$	-

XML

Leases (Tables)

3 Months Ended

Mar. 31, 2019

Lease [Abstract]

Schedule of lease cost

The Company currently has two major categories of leases – chartered-in vessels and leased office and other space. The expenses recognized during the three months ended March 31, 2019 for the lease component of these leases are as follows:

		Three Months Ended
	Statement of Operations Line Item	March 31, 2019
Operating lease cost
Vessel assets	Charter hire expenses	$	3,657
Office and other space	General and administrative		249
	Voyage expenses		42
Short-term lease cost
Vessel assets (1)	Charter hire expenses		2,227
Office and other space	General and administrative		29
	Voyage expenses		26
	Vessel expenses		5
Total lease cost		$	6,235

(1)Excludes vessels spot chartered-in under operating leases and employed in the Crude Tankers Lightering business for periods of less than one month each, totaling $6,628, including both lease and non-lease components.

Supplemental lease information

Supplemental cash flow information related to leases was as follows:

	Three Months Ended
	March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$	3,873

Supplemental balance sheet information related to leases was as follows:

	March 31, 2019
Operating lease right-of-use assets	$	30,570
Current portion of operating lease liabilities	$	(8,348)
Long-term operating lease liabilities		(19,512)
Total operating lease liabilities	$	(27,860)
Weighted average remaining lease term - operating leases		4.39 years
Weighted average discount rate - operating leases		7.36%

Schedule of lease maturity receivables

The future minimum revenues, before reduction for brokerage commissions, expected to be received on non-cancelable time charters and the related revenue days as of March 31, 2019 and December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019) are as follows:

At March 31, 2019	Amount		Revenue Days
2019	$	4,086	312
Future minimum revenues	$	4,086	312

Schedule of lease maturity receivables, prior to ASC 842 adoption

At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)	Amount		Revenue Days
2019	$	2,587	221
Future minimum revenues	$	2,587	221

Bareboat Charters-In [Member]

Lease [Abstract]

Schedule of lease maturity payments

Payments of lease liabilities and related number of operating days under these operating leases as of March 31, 2019 and December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019) are as follows:

Bareboat Charters-in:
At March 31, 2019	Amount		Operating Days
2019	$	4,730	550
2020		6,295	732
2021		6,278	730
2022		6,278	730
2023		4,532	556
Total lease payments		28,113	3,298
less imputed interest		(4,161)
Total operating lease liabilities	$	23,952

Schedule of lease maturity payments, prior to ASC 842 adoption

Bareboat Charters-in:
At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)	Amount		Operating Days
2019	$	6,278	730
2020		6,295	732
2021		6,278	730
2022		6,278	730
2023		4,782	556
Net minimum lease payments	$	29,911	3,478

Time Charters-In [Member]

Lease [Abstract]

Schedule of lease maturity payments, prior to ASC 842 adoption

Time Charters-in:
At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)	Amount			Operating Days
2019	$	12,934	(1)	1,421
Net minimum lease payments	$	12,934		1,421

(1)Includes non-lease components totaling approximately $5,530 related to the Company’s time charters, which are accounted for under ASC 842 effective January 1, 2019 and therefore excluded from the operating lease liability, and approximately $3,615 related to short term leases of workboats employed in the Crude Tankers Lightering business that are not in scope of ASC 842 based on the Company’s accounting policy election.

Office Space [Member]

Lease [Abstract]

Schedule of lease maturity payments

Payments of lease liabilities for office and other space as of March 31, 2019 and December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019) are as follows:

Office and other space:
At March 31, 2019		Amount
2019	$	874
2020		1,166
2021		665
Total lease payments		2,705
less imputed interest		(214)
Total operating lease liabilities	$	2,491

Schedule of lease maturity payments, prior to ASC 842 adoption

Office and other space:
At December 31, 2018 (prior to adoption of ASC 842 effective January 1, 2019)		Amount
2019	$	1,219
2020		1,152
2021		665
Net minimum lease payments	$	3,036

XML

Basis of Presentation (Narrative) (Details)	Mar. 31, 2019 property
Vessel/Fleet [Member]
Property, Plant and Equipment [Line Items]
Number of vessels in fleet	48
Charter In Vessels [Member]
Property, Plant and Equipment [Line Items]
Number of vessels in fleet	6
Vessels with Interest In [Member]
Property, Plant and Equipment [Line Items]
Number of vessels in fleet	6

XML

Significant Accounting Policies (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Summary Of Significant Accounting Policies [Line Items]
Restricted cash and cash equivalents, noncurrent	$ 57,618	$ 37,714	$ 59,331
Allowance for doubtful accounts receivable	1,325		27
Provision for credit losses	1,298	41
Amortization of financing costs	1,230	656
Cash paid to tax authority upon vesting of stock-based compensation	149	278
Increase in cash and cash equivalent	19,511	20,580
Repayments of advances from joint venture investees	5,450	2,488
Insurance claims proceeds related to vessel operations	555	$ 1,061
Property, Plant and Equipment, Net, Total	$ 1,320,642		$ 1,330,795
Accounts Receivable [Member]
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, percentage	85.00%		88.00%
Term Loan [Member] | 2017 Term Loan Facility, Sinosure Credit Facility, ABN Term Loan Facility, 8.5% Senior Notes and 10.75% Subordinated Notes [Member]
Summary Of Significant Accounting Policies [Line Items]
Deferred finance costs, gross	$ 24,916		$ 26,647
Revolving Credit Facility [Member] | INSW Facilities [Member]
Summary Of Significant Accounting Policies [Line Items]
Deferred finance costs, gross	$ 379		$ 413

XML

Earnings per Common Share (Narrative) (Details) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive awards	41,954	0
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Participating securities allocated a portion of income	47,501	38,938
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	122,765
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	400,785
Antidilutive securities excluded from computation of earnings per share, amount	539,825	379,902

XML

Earnings per Common Share (Calculation of EPS) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Earnings per Common Share [Abstract]
Net income/(loss)	$ 10,897	$ (29,316)
Weighted average common shares outstanding:
Basic	29,181,233	29,106,180
Diluted	29,223,187	29,106,180

XML

Earnings per Common Share (Reconciliation of Net Income) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Earnings per Common Share [Abstract]
Common Stockholders	$ 10,879	$ (29,316)
Participating securities	18
Net income/(loss)	$ 10,897	$ (29,316)

XML

Business and Segment Reporting (Reportable Segments Information) (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2019 USD ($) segment	Mar. 31, 2018 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | segment	2
Revenues, services	$ 101,874	$ 51,978	$ 101,874	$ 51,978
Depreciation and amortization	18,929	17,624
Loss/(gain) on disposal of vessels and other property, including impairments	(48)	6,573
Adjusted income/(loss) from vessel operations	27,377	(14,104)
Equity in income of affiliated companies	8,070	8,340
Investments in and advances to affiliated companies	267,518	384,024
Adjusted total assets	1,748,545	1,516,020
Expenditures for vessels and vessel improvements	2,962	1,911
Payments for drydockings	4,438	1,249
Time Charter Equivalent Services [Member]
Segment Reporting Information [Line Items]
Revenues, services	94,029	48,801	$ 94,029	$ 48,801
International Crude Tankers Segment [Member]
Segment Reporting Information [Line Items]
Revenues, services	80,385	32,365
Depreciation and amortization	14,477	12,873
Loss/(gain) on disposal of vessels and other property, including impairments	17	9,988
Adjusted income/(loss) from vessel operations	23,362	(12,024)
Equity in income of affiliated companies	4,770	5,575
Investments in and advances to affiliated companies	139,832	257,782
Adjusted total assets	1,306,866	1,041,597
Expenditures for vessels and vessel improvements	2,955	1,564
Payments for drydockings	4,231	1,249
International Crude Tankers Segment [Member] | Time Charter Equivalent Services [Member]
Segment Reporting Information [Line Items]
Revenues, services	72,586	29,220
International Product Carriers Segment [Member]
Segment Reporting Information [Line Items]
Revenues, services	21,489	19,613
Depreciation and amortization	4,418	4,718
Loss/(gain) on disposal of vessels and other property, including impairments	(65)	(3,415)
Adjusted income/(loss) from vessel operations	4,058	(2,411)
Investments in and advances to affiliated companies	12,703	14,620
Adjusted total assets	326,696	363,175
Expenditures for vessels and vessel improvements	7	347
Payments for drydockings	207
International Product Carriers Segment [Member] | Time Charter Equivalent Services [Member]
Segment Reporting Information [Line Items]
Revenues, services	21,443	19,581
Other Segments [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	34	33
Adjusted income/(loss) from vessel operations	(43)	331
Equity in income of affiliated companies	3,300	2,765
Investments in and advances to affiliated companies	114,983	111,622
Adjusted total assets	$ 114,983	$ 111,248

XML

Business and Segment Reporting (Reconciliation of Time Charter Revenue to Shipping Revenues) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Sep. 30, 2018	Sep. 30, 2017
Revenues, services	$ 101,874	$ 51,978	$ 101,874	$ 51,978
Add: Voyage expenses	7,845	3,177	7,845	3,177
Time Charter Equivalent Services [Member]
Revenues, services	$ 94,029	$ 48,801	$ 94,029	$ 48,801

XML

Business and Segment Reporting (Reconciliation of Income from Vessel Operations to Profit (Loss) Before Reorganization) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Business and Segment Reporting [Abstract]
Total adjusted income/(loss) from vessel operations of all segments	$ 27,377	$ (14,104)
General and administrative expenses	(6,773)	(6,029)
Provision for credit losses	(1,298)	(41)
Third-party debt modification fees	(30)
Gain/(loss) on disposal of vessels and other property	48	(6,573)
Income/(loss) from vessel operations	19,324	(26,706)
Equity in income of affiliated companies	8,070	8,340
Other income	1,036	679
Interest expense	(17,533)	(11,621)
Income/(loss) before income taxes	$ 10,897	$ (29,308)

XML

Business and Segment Reporting (Reconcilation of Assets of Segments to Consolidated Amounts) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Business and Segment Reporting [Abstract]
Adjusted total assets	$ 1,748,545		$ 1,516,020
Cash and cash equivalents	79,537	$ 58,313	53,472
Restricted cash	57,618	59,331	37,714
Other unallocated amounts	5,370		5,266
Consolidated total assets	$ 1,891,070	$ 1,848,601	$ 1,612,472

XML

Vessels (Narrative) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Vessels [Abstract]
Impairment of long-lived assets held-for-use	$ 0	$ 0

XML

Equity Method Investments (Narrative) (Details) $ in Thousands	Mar. 31, 2019 USD ($) item	Dec. 31, 2018 USD ($)	Apr. 30, 2018 USD ($)	Jul. 14, 2017 USD ($)
Schedule of Equity Method Investments [Line Items]
Accumulated other comprehensive gain (loss)	$ (33,306)	$ (29,929)
Investments in and advances to affiliated companies	267,518	268,322
Current installments of long-term debt	$ 57,680	51,555
Number of joint ventures | item	3
Other Equity Method Investments [Member]
Schedule of Equity Method Investments [Line Items]
Investments in and advances to affiliated companies	$ 18,711
LNG Joint Venture [Member] | Liquid Natural Gas Carrier Vessel [Member]
Schedule of Equity Method Investments [Line Items]
Investments in and advances to affiliated companies	114,983
FSO Joint Venture [Member] | FSO Term Loan [Member]
Schedule of Equity Method Investments [Line Items]
Line of credit facility, maximum borrowing capacity				$ 220,000
FSO Joint Venture [Member] | FSO Term Loan [Member] | Financial Guarantee [Member]
Schedule of Equity Method Investments [Line Items]
Line of credit facility, maximum borrowing capacity			$ 110,000
FSO Joint Venture [Member] | FSO Asia and FSO Africa [Member]
Schedule of Equity Method Investments [Line Items]
Investments in and advances to affiliated companies	$ 133,824
LNG Joint Venture, TI Africa and TI Asia Limited [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership percentage	50.00%
Equity Method Investee [Member]
Schedule of Equity Method Investments [Line Items]
Guarantor obligations, maximum exposure, undiscounted	$ 88,133	93,548
Guarantor obligations, current carrying value	$ 553	$ 673

XML

Equity Method Investments (Results of Operations of Equity Method Investments) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Equity Method Investments [Abstract]
Shipping revenues	$ 52,315	$ 52,787
Ship operating expenses	(26,369)	(28,292)
Income from vessel operations	25,946	24,495
Other income	428	312
Interest expense	(10,276)	(8,380)
Income tax provision	(855)	(996)
Net income	$ 15,243	$ 15,431

XML

Variable Interest Entities ("VIEs") (Narrative) (Details) $ in Thousands	Mar. 31, 2019 USD ($) item	Dec. 31, 2018 USD ($)
Variable Interest Entity [Line Items]
Number of commercial pools	6
Number of joint ventures	3
Accounts receivable, net, current | $	$ 95,818	$ 94,623
Variable Interest Entity, Not Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Number of commercial pools	1
Number of joint ventures	2
Accounts receivable, net, current | $	$ 13,298

XML

Variable Interest Entities ("VIEs") (Balance Sheet Carrying Amounts Related to VIEs) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Mar. 31, 2018
Variable Interest Entity [Line Items]
Investments in Affiliated Companies	$ 267,518	$ 384,024
Variable Interest Entity, Not Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Investments in Affiliated Companies	$ 136,577

XML

Variable Interest Entities ("VIEs") (Comparison of Liability to Maximum Exposure to Loss) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Variable Interest Entity [Line Items]
Other Liabilities	$ 2,304	$ 2,442
Variable Interest Entity, Not Primary Beneficiary [Member]
Variable Interest Entity [Line Items]
Other Liabilities	553
Maximum Exposure to Loss	$ 224,711

XML

Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures (Narrative) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Interest Rate Cap [Member]
Fair Value Of Financial Instruments Derivatives And Fair Value Disclosures [Line Items]
Derivative, notional amount	$ 350,000
Derivative, cap interest rate	2.605%
Derivative, maturity date	Dec. 31, 2020
Sinosure Credit Facility [Member] | Interest Rate Swap [Member]
Fair Value Of Financial Instruments Derivatives And Fair Value Disclosures [Line Items]
Derivative, fixed interest rate	2.99%
Derivative, maturity date	Mar. 21, 2022

XML

Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures (Fair Value of Financial Instruments Other Than Derivatives) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents including restricted cash	$ 137,155	$ 117,644	$ 91,186	$ 70,606
Restricted cash and cash equivalents, noncurrent	57,618	59,331	$ 37,714
Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents including restricted cash	137,155	117,644
Fair Value, Inputs, Level 1 [Member] | Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents including restricted cash	137,155	117,644
Sinosure Credit Facility [Member] | Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans Payable, Fair Value Disclosure	(287,390)	(293,284)
Sinosure Credit Facility [Member] | Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans Payable, Fair Value Disclosure	(287,390)	(293,284)
Term Loan [Member] | INSW Facilities [Member] | Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans Payable, Fair Value Disclosure	(469,599)	(459,731)
Term Loan [Member] | INSW Facilities [Member] | Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans Payable, Fair Value Disclosure	(469,599)	(459,731)
Term Loan [Member] | ABN Term Loan Facility [Member] | Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans Payable, Fair Value Disclosure	(25,856)	(26,724)
Term Loan [Member] | ABN Term Loan Facility [Member] | Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans Payable, Fair Value Disclosure	$ (25,856)	$ (26,724)
Senior Notes [Member] | 8.5% Senior Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, interest rate, stated percentage	8.50%	8.50%
Senior Notes [Member] | 8.5% Senior Notes [Member] | Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans Payable, Fair Value Disclosure	$ (24,900)	$ (22,960)
Senior Notes [Member] | 8.5% Senior Notes [Member] | Fair Value, Inputs, Level 1 [Member] | Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans Payable, Fair Value Disclosure	$ (24,900)	$ (22,960)
Subordinated Debt [Member] | 10.75% Subordinated Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt instrument, interest rate, stated percentage	10.75%	10.75%
Subordinated Debt [Member] | 10.75% Subordinated Notes [Member] | Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans Payable, Fair Value Disclosure	$ (30,707)	$ (29,094)
Subordinated Debt [Member] | 10.75% Subordinated Notes [Member] | Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value Measurement [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Loans Payable, Fair Value Disclosure	$ (30,707)	$ (29,094)

XML

Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Derivative Asset	$ 255	$ 1,164
Derivative liability	(4,050)	(2,629)
Interest Rate Cap [Member] | Other Noncurrent Assets [Member]
Derivative Instruments in Hedges, Assets, at Fair Value	104	704
Interest Rate Cap [Member] | Prepaid Expenses and Other Current Assets [Member]
Derivative Instruments in Hedges, Assets, at Fair Value	151	460
Interest Rate Swap [Member] | Other Noncurrent Liabilities [Member]
Derivative Instruments in Hedges, Liabilities, at Fair Value	(2,862)	(1,922)
Interest Rate Swap [Member] | Accounts Payable and Accrued Liabilities [Member]
Derivative Instruments in Hedges, Liabilities, at Fair Value	$ (1,188)	$ (707)

XML

Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures (Effect of Cash Flow Hedging Relationships) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Unrealized (loss) gain on derivative instruments	$ (4,999)	$ 4,866
Interest Rate Cap [Member]
Unrealized (loss) gain on derivative instruments	(908)	1,012
Interest Rate Swap [Member]
Unrealized (loss) gain on derivative instruments	$ (4,091)	$ 3,854

XML

Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures (Effect of Cash Flow Hedging Relationships on Consolidated Statements of Operations) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Interest Rate Cap [Member]
Effective portion of gain/(loss) reclassified from accumulated other comprehensive loss	$ 41
Interest Rate Swap [Member]
Effective portion of gain/(loss) reclassified from accumulated other comprehensive loss	140
Interest Expense [Member]
Effective portion of gain/(loss) reclassified from accumulated other comprehensive loss	$ 181

XML

Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures (Fair Values of Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Derivative asset	$ 151	$ 460
Derivative liability	(1,188)	(707)
Interest Rate Cap [Member] | Fair Value, Measurements, Recurring [Member]
Derivative asset	255	1,164
Interest Rate Cap [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Derivative asset	255	1,164
Interest Rate Swap [Member] | Fair Value, Measurements, Recurring [Member]
Derivative liability	(4,050)	(2,629)
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Derivative liability	$ (4,050)	$ (2,629)

XML

Debt (2017 Debt Facilities) (Narrative) (Details) - USD ($)		3 Months Ended
	Jun. 22, 2017	Mar. 31, 2019	Mar. 31, 2018	Sep. 30, 2018
Debt Instrument [Line Items]
Payments on debt		$ (6,764,000)	$ (33,438,000)
2017 Debt Facilities [Member]
Debt Instrument [Line Items]
Debt instrument covenant on collateral fair market value	$ 300,000,000
Debt instrument covenant percentage benchmark against certain fair market values	65.00%
Debt Instrument Covenant Fair Market Value Of Collateral Percentage		39.00%
Term Loan [Member] | 2017 Debt Facilities [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 550,000
Quarterly installment percentage of original principal amount for period one		1.25%
Debt instrument, covenant related to base Available Amount				$ 12,339,000
Repayments of unsecured debt		$ 60,000
Debt instrument, additional mandatory prepayments, percentage		75.00%

XML

Debt (Sinosure Credit Facility) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Jul. 01, 2020	Jun. 30, 2020	Dec. 31, 2018 USD ($)
Payments to acquire equipment	$ 2,962	$ 1,911
Seaways Holding Company [Member] | Scenario, Plan [Member]
Debt instrument interest expense coverage ratio			2.50	2.25
Sinosure Credit Facility [Member]
Long-term debt	$ 284,827				$ 290,620
Debt instrument covenant minimum security coverage percentage of aggregate loan principal	135.00%
Debt instrument maximum consolidated leverage ratio	0.60%
Debt instrument minimum consolidated liquidity unrestricted consolidated cash and cash equivalents	$ 25,000
Debt instrument minimum consolidated liquidity total consolidated cash and cash equivalents	$ 50,000
Debt instrument covenant percentage of total indebtedness	5.00%
Debt instrument property aggregate covenant	$ 9,000
Debt instrument per piece of property covenant	$ 1,500
Debt instrument, covenant compliance	The Sinosure Credit Facility also requires the Company to comply with a number of covenants, including the delivery of quarterly and annual financial statements, budgets and annual projections; maintaining required insurances; compliance with laws (including environmental); compliance with the Employee Retirement Income Security Act of 1974 ("ERISA"); maintenance of flag and class of the collateral vessels; restrictions on consolidations, mergers or sales of assets; limitations on liens; limitations on issuance of certain equity interests; limitations on transactions with affiliates; and other customary covenants and related provisions.
Sinosure Credit Facility [Member] | Seaways Holding Company [Member]
Debt instrument interest expense coverage ratio	2.00

XML

Debt (ABN Term Loan Facility) (Details) - Term Loan [Member] - ABN Term Loan Facility [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Debt instrument, covenant compliance	The ABN Term Loan Facility requires Seaways Shipping Corporation to maintain a minimum unrestricted cash balance of $825 per vessel and a balance of $2,500 and up to $2,100 in a debt service reserve accounts and a dry dock reserve account, respectively, and provides for a restriction on dividends unless minimum unrestricted cash levels are maintained and Seaways Shipping Corporation is in compliance with its covenants. The ABN Term Loan Facility also has a vessel value maintenance clause that requires the Company to ensure that the fair market value of the Seaways Raffles is at all times not less than 150% of the outstanding principal amount of the loan.
Debt instrument threshold for loan agreement to be amended	$ 50,000
Seaways Shipping Corporation [Member]
Debt instrument covenant debt service reserve account minimum	2,500
Debt instrument covenant dry dock reserve account maximum	2,100
Debt instrument per piece of property covenant	$ 825

XML

Debt (Senior and Subordinated Notes) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Debt instrument covenant limitation on total borrowings percentage of total assets	70.00%
Debt instrument covenant net worth	$ 600,000
Senior Notes [Member] | 8.5% Senior Notes [Member]
Debt instrument, interest rate, stated percentage	8.50%	8.50%
Subordinated Debt [Member] | 10.75% Subordinated Notes [Member]
Debt instrument, interest rate, stated percentage	10.75%	10.75%
Debt instrument, covenant compliance	The Company was in compliance with the financial covenants under all of its debt facilities as of March 31, 2019.

XML

Debt (Schedule of Long-term Debt Instruments) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Less current portion	$ (57,680)	$ (51,555)
Long-term portion	747,955	759,112
2017 Debt Facilities [Member]
Debt Instrument [Line Items]
Less current portion	(57,680)	(51,555)
Unamortized discount and deferred finance costs	18,672	20,032
Sinosure Credit Facility [Member]
Debt Instrument [Line Items]
Long-term debt	284,827	290,620
Unamortized discount and deferred finance costs	2,563	2,664
Term Loan [Member] | 2017 Debt Facilities [Member]
Debt Instrument [Line Items]
Long-term debt	445,703	444,344
Term Loan [Member] | ABN Term Loan Facility [Member]
Debt Instrument [Line Items]
Long-term debt	25,071	25,879
Unamortized discount and deferred finance costs	785	845
Senior Notes [Member] | 8.5% Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt	23,661	23,598
Unamortized discount and deferred finance costs	$ 1,339	$ 1,402
Debt instrument, interest rate, stated percentage	8.50%	8.50%
Subordinated Debt [Member] | 10.75% Subordinated Notes [Member]
Debt Instrument [Line Items]
Long-term debt	$ 26,373	$ 26,226
Unamortized discount and deferred finance costs	$ 1,558	$ 1,705
Debt instrument, interest rate, stated percentage	10.75%	10.75%
Revolving Credit Facility [Member] | 2017 Debt Facilities [Member]
Debt Instrument [Line Items]
Long-term debt	$ 805,635	$ 810,667

XML

Debt (Debt Modification, Repurchases and Extinguishment) (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Sep. 30, 2018
Debt Instrument [Line Items]
Payments on debt	$ (6,764,000)	$ (33,438,000)
Third-party debt modification fees	30,000
International Seaways Exit Facilities and 2017 Debt Facilities [Member]
Debt Instrument [Line Items]
Interest Expense	17,226,000	11,361,000
INSW Facilities [Member]
Debt Instrument [Line Items]
Interest Expense	11,172,000	$ 9,958,000
Revolving Credit Facility [Member] | INSW Facilities [Member]
Debt Instrument [Line Items]
Deferred finance costs, gross	379,000		$ 413,000
Term Loan [Member] | 2017 Debt Facilities [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 550,000
Debt instrument, additional mandatory prepayments, percentage	75.00%
Debt instrument, covenant related to base Available Amount				$ 12,339,000

XML

Related Parties (Narrative) (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Mar. 29, 2017	Mar. 31, 2019	Mar. 31, 2018	Sep. 30, 2018	Dec. 31, 2018	Apr. 30, 2018	Jul. 14, 2017
Non-cash expense relating to stock compensation benefits		$ 761	$ 629
Cash distributions from affiliated companies		2,050	6,212
Equity Method Investee [Member]
Guarantor obligations, maximum exposure, undiscounted		88,133			$ 93,548
Guarantor obligations, current carrying value		553			$ 673
Transition Services and Separation and Distribution and Employee Matters Agreements [Member]
Accounts payable, related parties, current		$ 36	$ 34
Corporate Joint Venture [Member] | Qatar Gas Transport Company Limited Nakilat Joint Venture [Member]
Guarantor obligation fee				$ 100
LNG Joint Venture [Member]
Annual fee to related party				$ 145
FSO Term Loan [Member] | FSO Joint Venture [Member]
Line of credit facility, maximum borrowing capacity							$ 220,000
FSO Term Loan [Member] | FSO Joint Venture [Member] | Financial Guarantee [Member]
Line of credit facility, maximum borrowing capacity						$ 110,000
Secured Debt [Member] | Medium-term Notes [Member] | FSO Term Loan [Member] | FSO Joint Venture [Member]
Debt instrument covenant liquid assets minimal threshold amount	$ 50,000
Debt instrument covenant total indebtednesss percentage	5.00%
Debt instrument covenant cash on hand	$ 30,000

XML

Capital Stock and Stock Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Apr. 30, 2019	Mar. 31, 2019	Mar. 31, 2018	May 02, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchase program, authorized amount				$ 30,000
Non-cash expense relating to stock compensation benefits		$ 761	$ 629
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares paid for tax withholding for share based compensation	5,972	8,746	15,746
Shares paid for tax withholding for share based compensation, per share amount	$ 17.14	$ 17.13	$ 17.66
Management Incentive Compensation Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted, options		0
Management Incentive Compensation Plan [Member] | Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted		0

XML

Accumulated Other Comprehensive Loss (Narrative) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Accumulated Other Comprehensive Loss [Abstract]
Derivative instruments, gain (loss) reclassification from accumulated oci to income, estimated net amount to be transferred	$ 7,684

XML

Accumulated Other Comprehensive Loss (Components of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Accumulated Other Comprehensive Loss [Abstract]
Unrealized losses on derivative instruments	$ (24,698)	$ (21,520)
Items not yet recognized as a component of net periodic benefit cost (pension plans)	(8,608)	(8,409)
Accumulated other comprehensive loss	$ (33,306)	$ (29,929)

XML

Accumulated Other Comprehensive Loss (Changes in Components of AOCI, Net of Related Taxes) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Balance, beginning	$ 1,009,855	$ 1,085,654
Other comprehensive (loss)/income, net of tax	(3,377)	7,041
Balance, ending	1,017,987	1,063,642
Accumulated Other Comprehensive Loss [Member]
Balance, beginning	(29,929)	(40,407)
Current period change, excluding amounts reclassified from accumulated other comprehensive loss	(5,198)	4,437
Amounts reclassified from accumulated other comprehensive loss	1,821	2,604
Other comprehensive (loss)/income, net of tax	(3,377)	7,041
Balance, ending	(33,306)	(33,366)
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]
Balance, beginning	(21,520)	(28,989)
Current period change, excluding amounts reclassified from accumulated other comprehensive loss	(4,999)	4,866
Amounts reclassified from accumulated other comprehensive loss	1,821	2,604
Other comprehensive (loss)/income, net of tax	(3,178)	7,470
Balance, ending	(24,698)	(21,519)
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member]
Balance, beginning	(8,409)	(11,418)
Current period change, excluding amounts reclassified from accumulated other comprehensive loss	(199)	(429)
Other comprehensive (loss)/income, net of tax	(199)	(429)
Balance, ending	$ (8,608)	$ (11,847)

XML

Accumulated Other Comprehensive Loss (Amounts Reclassified out of AOCI) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Unrealized losses on available-for-sale securities:
Interest expense	$ 17,533	$ 11,621
Other income	1,036	679
Reclassification out of Accumulated Other Comprehensive Income [Member]
Unrealized losses on available-for-sale securities:
Total reclassified out of AOCL, before tax	1,821	2,604
Interest Rate Swap [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]
Unrealized losses on available-for-sale securities:
Equity in income of affiliated companies	1,640	$ 2,604
Interest expense	140
Interest Rate Cap [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member]
Unrealized losses on available-for-sale securities:
Interest expense	$ 41

XML

Revenue (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Sep. 30, 2018
Revenue [Abstract]
Revenues, Total	$ 101,874,000	$ 51,978,000
Contract with customer, performance obligation satisfied in previous period	$ 483,000	$ 41,000
Capitalized contract cost, gross			$ 0

XML

Revenue (Schedule of Disaggregated Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Sep. 30, 2018	Sep. 30, 2017
Disaggregation of Revenue [Line Items]
Revenue, non lease	$ 101,874	$ 51,978	$ 101,874	$ 51,978
Shipping revenues	101,874	51,978
Pool Revenue Leases [Member]
Disaggregation of Revenue [Line Items]
Shipping revenues	67,637	35,514
Time and Bareboat Charter Leases [Member]
Disaggregation of Revenue [Line Items]
Shipping revenues	5,520	7,913
Voyage Charter Leases [Member]
Disaggregation of Revenue [Line Items]
Shipping revenues	28,717	8,551
Fixed-Price Contract [Member] | Pool Revenue Leases [Member]
Disaggregation of Revenue [Line Items]
Revenue, operating leases	67,637	35,514
Fixed-Price Contract [Member] | Time and Bareboat Charter Leases [Member]
Disaggregation of Revenue [Line Items]
Revenue, operating leases	5,520	7,913
Fixed-Price Contract [Member] | Voyage Charter Leases [Member]
Disaggregation of Revenue [Line Items]
Revenue, operating leases	7,644	3,452
Time-and-materials Contract [Member]
Disaggregation of Revenue [Line Items]
Revenue, non lease	21,073	5,099
International Crude Tankers Segment [Member]
Disaggregation of Revenue [Line Items]
Revenue, non lease	80,385	32,365
Shipping revenues	80,385	32,365
International Crude Tankers Segment [Member] | Fixed-Price Contract [Member] | Pool Revenue Leases [Member]
Disaggregation of Revenue [Line Items]
Revenue, operating leases	46,172	16,400
International Crude Tankers Segment [Member] | Fixed-Price Contract [Member] | Time and Bareboat Charter Leases [Member]
Disaggregation of Revenue [Line Items]
Revenue, operating leases	5,520	7,418
International Crude Tankers Segment [Member] | Fixed-Price Contract [Member] | Voyage Charter Leases [Member]
Disaggregation of Revenue [Line Items]
Revenue, operating leases	7,620	3,448
International Crude Tankers Segment [Member] | Time-and-materials Contract [Member]
Disaggregation of Revenue [Line Items]
Revenue, non lease	21,073	5,099
International Product Carriers Segment [Member]
Disaggregation of Revenue [Line Items]
Revenue, non lease	21,489	19,613
Shipping revenues	21,489	19,613
International Product Carriers Segment [Member] | Fixed-Price Contract [Member] | Pool Revenue Leases [Member]
Disaggregation of Revenue [Line Items]
Revenue, operating leases	21,465	19,114
International Product Carriers Segment [Member] | Fixed-Price Contract [Member] | Time and Bareboat Charter Leases [Member]
Disaggregation of Revenue [Line Items]
Revenue, operating leases		495
International Product Carriers Segment [Member] | Fixed-Price Contract [Member] | Voyage Charter Leases [Member]
Disaggregation of Revenue [Line Items]
Revenue, operating leases	$ 24	$ 4

XML

Revenue (Schedule of Contract Related Receivables, Assets and Liabilities with Customers) (Details) - USD ($) $ in Thousands	Dec. 31, 2018	Mar. 31, 2018
Revenue [Abstract]
Voyage receivables - receivables	$ 6,632	$ 8,870
Contract asset (voyage receivables unbilled receivables)	$ 1,931	$ 3,336

XML

Leases (Schedule of lease cost) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Total lease cost	$ 6,235
Vessel/Fleet [Member] | Charter Hire Expense [Member]
Operating lease, cost	3,657
Short-term lease, cost	2,227
Office Space [Member] | General and Administrative Expense [Member]
Operating lease, cost	249
Short-term lease, cost	29
Office Space [Member] | Voyage Expense [Member]
Operating lease, cost	42
Short-term lease, cost	26
Office Space [Member] | Vessel Expense [Member]
Short-term lease, cost	5
Lightering Services Component [Member] | Vessel/Fleet [Member]
Short-term lease, cost	$ 6,628

XML

Leases (Supplemental lease information) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$ 3,873
Operating lease right-of-use assets	30,570
Current portion of operating lease liabilities	(8,348)
Long-term operating lease liabilities	(19,512)
Total operating lease liabilities	$ (27,860)
Weighted average remaining lease term - operating leases	4 years 4 months 21 days
Weighted average discount rate - operating leases	7.36%

XML

Leases (Bareboat and Time Charters-In) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Leases [Line Items]
Total operating lease liabilities	$ 27,860
2019, prior to ASC 842 adoption		$ 12,934
Net minimum lease payments, prior to ASC 842 adoption		$ 12,934
2019, operating days		1421 days
Operating days, total		1421 days
Bareboat Charters-In [Member]
Leases [Line Items]
2019	4,730
2020	6,295
2021	6,278
2022	6,278
2023	4,532
Total lease payments	28,113
less imputed interest	(4,161)
Total operating lease liabilities	$ 23,952
2019, prior to ASC 842 adoption		$ 6,278
2020, prior to ASC 842 adoption		6,295
2021, prior to ASC 842 adoption		6,278
2022, prior to ASC 842 adoption		6,278
2023, prior to ASC 842 adoption		4,782
Net minimum lease payments, prior to ASC 842 adoption		$ 29,911
2019, operating days	550 days	730 days
2020, operating days	732 days	732 days
2021, operating days	730 days	730 days
2022, operating days	730 days	730 days
2023, operating days	556 days	556 days
Operating days, total	3298 days	3478 days
Time Charters-In [Member]
Leases [Line Items]
2019	$ 1,428
Total lease payments	1,428
less imputed interest	(11)
Total operating lease liabilities	$ 1,417
2019, operating days	345 days
Operating days, total	345 days
Time Charters In Excluded From Operating Liability [Member]
Leases [Line Items]
2019, prior to ASC 842 adoption	$ 5,530
Lightering Services Component [Member] | Time Charters-In [Member]
Leases [Line Items]
2019, prior to ASC 842 adoption		$ 3,615

XML

Leases (Future Minimum Lease Obligations for Office Space) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Leases [Line Items]
Total operating lease liabilities	$ 27,860
2019, prior to ASC 842 adoption		$ 12,934
Net minimum lease payments, prior to ASC 842 adoption		12,934
Office Space [Member]
Leases [Line Items]
2019	874
2020	1,166
2021	665
Total lease payments	2,705
less imputed interest	(214)
Total operating lease liabilities	$ 2,491
2019, prior to ASC 842 adoption		1,219
2020, prior to ASC 842 adoption		1,152
2021, prior to ASC 842 adoption		665
Net minimum lease payments, prior to ASC 842 adoption		$ 3,036

XML

Leases (Future Minimum Revenues on Charters-Out) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Operating Leases, Future Minimum Payments Receivable [Abstract]
2019, prior to ASC 842 adoption		$ 2,587
Future minimum revenues, prior to ASC 842 adoption		$ 2,587
2019, revenue days		221 days
Revenue Days		221 days
Charters-Out [Member]
Operating Leases, Future Minimum Payments Receivable [Abstract]
2019	$ 4,086
Net minimum lease payments	$ 4,086
2019, revenue days	312 days
Revenue Days	312 days

XML

Contingencies (Narrative) (Details) £ in Thousands, $ in Thousands	3 Months Ended
	Sep. 30, 2017 USD ($)	Mar. 31, 2019 GBP (£)	Mar. 31, 2019 USD ($)
Galveston Accident [Member]
Loss Contingencies [Line Items]
Loss Contingency, Damages Sought, Value	$ 25,000
Merchant Navy Ratings Pension Fund [Member]
Loss Contingencies [Line Items]
Other liabilities, current		£ 57	$ 75