8-K

United States

Securities and Exchange Commission

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of report: May 27, 2021

International Seaways, Inc.

(Exact name of registrant as specified in charter)

Republic of the Marshall Islands	1-37836-1	98-0467117
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Third Avenue, 39th Floor, New York, NY	10016
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (212) 578-1600

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):  

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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

Item 1.01 Entry into Material Definitive Agreements.

On May 27, 2021, International Seaways, Inc. (the “Company”) entered into Amendment and Restatement Agreements with (i) Diamond S Shipping Inc. (“Diamond S”), Nordea Bank Abp, New York Branch, as Administrative Agent, and the lenders constituting the Required Lenders under that certain credit agreement of Diamond S first dated as of March 27, 2019 (the “$360 Million Credit Agreement”) in order to amend and restate Diamond S’s $360 Million Credit Agreement (as amended and restated, the “Amended and Restated $360 Million Credit Agreement”) and (ii) Diamond S, Nordea Bank Abp, New York Branch, as Administrative Agent, and the lenders constituting the Required Lenders under that certain credit agreement of Diamond S, first dated as of December 23, 2019 (the “$525 Million Credit Agreement”), in order to amend and restate Diamond S’s $525 Million Credit Agreement (as amended and restated, the “Amended and Restated $525 Million Credit Agreement” and together with the Amended and Restated $360 Million Credit Agreement, the “Amendment and Restatement Agreements”). The Amendment and Restatement Agreements were entered into to reflect the combined corporate structure of the Company and Diamond S resulting from the transactions contemplated by the previously announced Agreement and Plan of Merger, dated March 30, 2021 (the “Merger Agreement”), by and among the Company, Diamond S and Dispatch Transaction Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, subject to the terms and conditions thereof, Merger Sub will merge with and into Diamond S, resulting in Diamond S surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). In connection with the Merger, the Company executed a guarantee of Diamond S’s obligations under each of the Amended and Restated $360 Million Credit Agreement and the Amended and Restated $525 Million Credit Agreement (the “INSW Guarantees”).

The effectiveness of each of the Amended and Restated $360 Million Credit Agreement, the Amended and Restated $525 Million Credit Agreement and the INSW Guarantees is subject to, among other closing conditions, the consummation of the Merger. Diamond S’ indebtedness under the $360 Million Credit Agreement and the $525 Million Credit Agreement will remain outstanding following the consummation of the Merger.

Forward-Looking Statements

This release contains forward-looking statements. In addition, the Company or Diamond S may make or approve certain statements in future filings with the Securities and Exchange Commission (SEC), in press releases, or in oral or written presentations by representatives of the Company. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to the parties’ planned merger and their plans to issue dividends, their prospects, including statements regarding vessel acquisitions, trends in the tanker markets, and possibilities of strategic alliances and investments. Forward-looking statements are based on the Company’s and Diamond S’ current plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk factors outlined in more detail in the Annual Report on Form 10-K for 2020 for the Company and Diamond S, the Company’s and Diamond S’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, the Company’s Registration Statement on Form S-4 dated May 5, 2021 and in similar sections of other filings made by the Company and Diamond S with the SEC from time to time. Neither the Company nor Diamond S assumes any obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward-looking statements attributable to the Company, Diamond S or their respective representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by the Company or Diamond S with the U.S. Securities and Exchange Commission (the “SEC”).

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed transaction between the Company and Diamond S. In connection with the proposed transaction, the Company has filed with the SEC a registration statement on Form S-4 that includes a preliminary joint proxy statement of the Company and Diamond S that also constitutes a prospectus of the Company. The Company and Diamond S may also file other documents with the SEC regarding the proposed transaction. This communication is not a substitute for the joint proxy statement/prospectus, Form S-4 or any other document which the Company or Diamond S may file with the SEC. Investors and security holders of the Company and Diamond S are urged to read the joint proxy statement/prospectus, Form S-4 and all other relevant documents filed or to be filed with the SEC carefully when they become available because they will contain important information about the Company, Diamond S, the transaction and related matters. Investors are able to obtain free copies of the joint proxy statement/prospectus and Form S-4 (when available) and other documents filed with the SEC by the Company and Diamond S through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by the Company will be made available free of charge on the Company’s investor relations website at https://www.intlseas.com/investor-relations. Copies of documents filed with the SEC by Diamond S will be made available free of charge on Diamond S’ investor relations website at https://diamondsshipping.com/investor-relations.

No Offer or Solicitation

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Participants in the Solicitation

The Company, Diamond S and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of the Company and Diamond S securities in connection with the contemplated transaction. Information regarding these directors and executive officers and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Form S-4 and preliminary joint proxy statement/prospectus regarding the proposed transaction and other relevant materials to be filed with the SEC by the Company and Diamond S. These documents will be available free of charge from the sources indicated above.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.	Description
10.1	Amendment and Restatement Agreement dated as of May 27, 2021 by and among the Company, Diamond S, Nordea Bank Abp, New York Branch, as Administrative Agent, and certain of the lenders constituting the Required Lenders under the $360 Million Credit Agreement.
10.2	Guaranty Agreement relating to the Amended and Restated $360 Million Credit Agreement.
10.3	Amendment and Restatement Agreement dated as of May 27, 2021 by and among the Company, Diamond S, Nordea Bank Abp, New York Branch, as Administrative Agent, and certain of the lenders constituting the Required Lenders under the $525 Million Credit Agreement.
10.4	Guaranty Agreement relating to the Amended and Restated $525 Million Credit Agreement.

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 hereunto duly authorized.

INTERNATIONAL SEAWAYS, INC.
By:	/s/  James D. Small III
Name:	James D. Small III
Title:	Chief Administrative Officer, Senior Vice President, Secretary and General Counsel

Date: June 3, 2021

EX-10.1

Exhibit 10.1

Execution Version

AMENDMENT AND RESTATEMENT AGREEMENT

AMENDMENT AND RESTATEMENT AGREEMENT, dated as of May 27, 2021 (this “Restatement Agreement”) by and among Diamond S Shipping Inc., a Marshall Islands corporation (“DSS Inc.” or the “Borrower”), the Lenders party hereto constituting Required Lenders under the Original Credit Agreement (as defined below) (the “Consenting Lenders”), NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent under the Security Documents, and International Seaways, Inc., a Marshall Islands corporation (“INSW” or “Holdings”, as the context may require).

PRELIMINARY STATEMENTS

A.The Borrower, the Administrative Agent, the Collateral Agent and the Lenders party thereto from time to time are party to that certain Credit Agreement, dated as of March 27, 2019 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “Original Credit Agreement”).

B.Reference is made to the Agreement and Plan of Merger, dated March 30, 2021 by and among INSW, Dispatch Transaction Sub, Inc., a Marshall Islands corporation (“Merger Sub”), and DSS Inc. (the “Merger Agreement”), pursuant to which INSW intends to acquire, in a “friendly” transaction, DSS Inc. by way of a merger of Merger Sub with and into DSS Inc., with DSS Inc. continuing as the surviving entity of such merger and as a wholly-owned subsidiary of INSW (the “Merger”). Immediately following the Merger, INSW will contribute all the shares of DSS Inc. to International Seaways Operating Corporation (“ISOC”). The Merger, the contribution of DSS Inc. to ISOC, and all transactions related thereto under the Merger Agreement are referred to herein as the “Merger Transactions”.

C.In addition, reference is made to that certain amendment request letter dated March 9, 2021 (the “Request Letter”) and that certain consent letter dated March 30, 2021 (the “Consent Letter”), pursuant to which the Borrower has requested and the Lenders under the Original Credit Agreement have (i) consented to the Merger Transactions, (ii) provided waivers of certain provisions of the Original Credit Agreement in connection with the Merger Transactions and certain other matters and (iii) agreed to amend certain other provisions of the Original Credit Agreement.

D.Pursuant to the Request Letter, the Borrower has also requested that the Original Credit Agreement be amended and restated on the Restatement Date (as defined below) to reflect the combined corporate structure as a result of the Merger Transactions and to harmonize certain covenants with those applicable to INSW under that certain US$390 Million Credit Agreement, dated as of January 23, 2020 by and among ISOC, as the borrower, INSW, as holdings, the lenders party thereto from time to time, Nordea Bank Abp, New York Branch, as administrative agent, collateral agent and security trustee, and the other parties thereto (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “INSW Credit Agreement”). The Merger Transactions, the consents, waivers and amendments contemplated by the Consent Letter and this Restatement Agreement, and all transactions related thereto are referred to herein as the “Transactions”.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1.  Definitions. Capitalized terms not otherwise defined in this Restatement Agreement have the same meanings as specified in the Amended and Restated Credit Agreement or, if not defined therein, in the Original Credit Agreement.

SECTION 2.  Conditions to the Effective Date. This Restatement Agreement shall become effective on and after the date on which the following conditions shall have been satisfied (the “Effective Date”):

(a)This Restatement Agreement shall have been executed and delivered by the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent, INSW and the Consenting Lenders.

(b)INSW shall have executed and delivered to the Administrative Agent, a Guaranty substantially the form attached hereto as Annex B hereto (the “Holdings Guaranty Agreement”), guaranteeing all the obligations of the Borrower and each Subsidiary Guarantor under the Amended and Restated Credit Agreement and the other Credit Documents and the Other Obligations.

(c)The Administrative Agent and each of the Lenders shall have received all “know your customer” information required pursuant to the PATRIOT Act and the Beneficial Ownership Regulation in connection with their respective internal compliance regulations or other information requested by any Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby, in each case, to the extent requested by any Lender (which shall make such request through the Administrative Agent) or the Administrative Agent not later than five (5) Business Days prior to the Effective Date.

(d)The Administrative Agent shall have received an officer’s certificate of the Borrower and each Subsidiary Guarantor in form and substance reasonably acceptable to the Administrative Agent signed by an Authorized Officer of the Borrower and each such Subsidiary Guarantor, with appropriate insertions, (i) together with copies of the Organizational Documents of the Borrower and each such Subsidiary Guarantor (or, in lieu thereof, a certification by each such Authorized Officer that the Organizational Documents attached to the certificates delivered to the Administrative Agent by the Borrower and each such Subsidiary Guarantor in connection with the Closing Date pursuant to Section 5.01(c) of the Original Credit Agreement remain in full force and effect on the Effective Date without modification or amendment since the Closing Date), good standing certificates for the Borrower and each such Subsidiary Guarantor and the resolutions of the Borrower and each such Subsidiary Guarantor referred to in such certificate authorizing the entry into of this Restatement Agreement and the consummation of the Transactions and (ii) in the case of the certificate of the Borrower, certifying that the conditions set forth in clauses (f) and (g) of this Section 2 are satisfied.

(e)The Administrative Agent shall have received a certificate of INSW in form and substance reasonably acceptable to the Administrative Agent signed by an Authorized Officer of INSW, with appropriate insertions, together with copies of the Organizational Documents of INSW, a good standing certificate, and the resolutions of INSW referred to in such certificate authorizing the entry into this Restatement Agreement, the Holdings Guaranty Agreement and consummation of the Transactions.

(f)On and as of the Effective Date, all representations and warranties of the Borrower and its Subsidiaries contained in this Restatement Agreement, the Original Credit Agreement or in any other Credit Document shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

(g)On and as of the Effective Date, no Default or Event of Default shall have occurred and be continuing.

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(h)The Administrative Agent shall have received, on behalf of itself and the Lenders, the following legal opinions with respect to this Restatement Agreement and the Holdings Guaranty Agreement:

(i)special New York counsel to each of the Credit Parties and INSW (which shall be Holland & Knight LLP or another New York law firm reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Effective Date as to matters of New York law and Delaware corporate law, and

(ii)special Republic of the Marshall Islands counsel to each of the Credit Parties and INSW (which shall be Holland & Knight LLP or another law firm qualified to render an opinion as to the Republic of the Marshall Islands law reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Effective Date.

(i)The Consent Letter and the waivers and amendments contained therein shall be in full force and effect and shall not have been terminated in accordance with the terms of the Consent Letter.

(j)Since March 30, 2021, there shall not have occurred any Diamond Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) or Seaways Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) that is continuing as of the Effective Date.

(k)On the Effective Date, the Administrative Agent shall deliver written notice to the Lenders, the Credit Parties and INSW of the occurrence of the Effective Date.

SECTION 3. Amendment and Restatement. Subject to the occurrence of the Restatement Date (as defined below), the Borrower and the Lenders party hereto agree to amend and restate the Original Credit Agreement as follows: (i) the Original Credit Agreement will be amended and restated in its entirety in the form attached as Annex A hereto, (ii) Schedules I through XI to the Original Credit Agreement will be amended and restated in the form attached hereto as Annex C, (iii) Schedules 1.01(a), 1.01(b), 6.06(a), 6.06(c), 6.18, 7.14, 8.01(b), 8.04(a) and 8.09(d) to the Amended and Restated Credit Agreement will be set forth on as Exhibit 1 to the Restatement Date Certificate (as defined below) (the “Disclosure Schedules”), (iv) Exhibit H to the Original Credit Agreement will be amended and restated in its entirety in the form attached hereto as Annex D hereto, (v) Exhibit K to the Amended and Restated Credit Agreement is attached as Annex E hereto and (vi) Exhibit L to the Amended and Restated Credit Agreement is attached as Annex F hereto.

SECTION 4.   Conditions to the Restatement Date. The amendment and restatement of the Original Credit Agreement set forth in Section 3 and the Holdings Guaranty Agreement shall become effective on and after the date when the following conditions shall have been satisfied (the “Restatement Date”):

(a)The Effective Date shall have occurred.

(b)The Intercompany Subordination Agreement (as defined in the Amended and Restated Credit Agreement) shall have been executed and delivered by INSW, the Borrower, and the Subsidiary Guarantors.

(c)The Administrative Agent will have received a closing certificate from an Authorized Officer of INSW in the form attached hereto as Annex G (the “Restatement Date Certificate”), together with all attachments thereto, certifying as to the satisfaction of the conditions set forth in Sections 4(d), 4(e), 4(g), 4(h), 4(i) and 4(j) of this Restatement Agreement and attaching the Disclosure Schedules.

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(d)The Merger Transactions will have been consummated concurrently with the Restatement Date substantially in accordance with the Merger Agreement, without any waiver, amendment or modification thereof, in each case, that is materially adverse to the Lenders unless consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld or delayed).

(e)The Consent Letter, and the waivers and amendments contained therein shall be in full force and effect and shall not have been terminated in accordance with the terms of the Consent Letter.

(f)INSW shall cause to be delivered to the Administrative Agent a solvency certificate from an Authorized Officer of INSW, substantially in the form of Exhibit L to the Amended and Restated Credit Agreement, which shall be addressed to the Administrative Agent and dated as of the Restatement Date, setting forth the conclusion that, after giving effect to the Transactions, each Credit Party individually (after giving effect to rights of contribution and subrogation) and INSW and its Subsidiaries taken as a whole, are not insolvent, and will not be left with unreasonably small capital with which to engage in its business and will not have incurred debts beyond its ability to pay such debts as they become due.

(g)On the Restatement Date, after giving effect to the consummation of the Transactions and the performance by the Credit Parties of the Credit Documents, the obligations incurred in connection therewith and the other transactions contemplated hereby, (i) there shall be no conflict with, or default under the INSW Credit Agreement or any other material agreement to which INSW, the Borrower or any Subsidiary Guarantor is a party and (ii) INSW and its Subsidiaries shall be in pro forma compliance with all Financial Covenants set forth in the INSW Credit Agreement.

(h)On the Restatement Date, after giving effect to the consummation of the Transactions, INSW and its Subsidiaries shall have no outstanding Financial Indebtedness (as defined in the Amended and Restated Credit Agreement) or Contingent Obligations (as defined in the Amended and Restated Credit Agreement) except for those expressly permitted under the Credit Documents.

(i)On and as of the Restatement Date, all representations and warranties of INSW and its Subsidiaries contained in this Restatement Agreement, the Amended and Restated Credit Agreement or in any other Credit Document shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

(j)Since the Effective Date, there shall not have occurred any Diamond Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) or Seaways Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) that is continuing as of the Restatement Date.

(k)The Administrative Agent shall have received, on behalf of itself and the Lenders, the following legal opinions with respect to the Amended and Restated Credit Agreement, the Holdings Guaranty Agreement and the Intercompany Subordination Agreement and any other Credit Documents not covered by the opinions delivered in Section 2(g) of this Restatement Agreement:

(i)special New York counsel to each of the Credit Parties (including INSW) (which shall be Holland & Knight LLP or another New York law firm reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Restatement Date as to matters of New York law and Delaware corporate law, and

(ii)special Republic of the Marshall Islands counsel to each of the Credit Parties (which shall be Holland & Knight LLP or another law firm qualified to render an opinion as to the Republic of the Marshall Islands law reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Restatement Date.

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(l)INSW shall have delivered to the Administrative Agent (i) the audited consolidated balance sheets and related consolidated statements of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries (other than the DSS Group) as of the fiscal year ended December 31, 2020, (ii) the unaudited consolidated balance sheets and related consolidated statements of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries (other than the DSS Group) for each fiscal quarter ended at least 45 days prior to the Restatement Date (the financial statements referred to in clauses (i) and (ii), collectively, the “Historical Financial Statements”) and (iii) pro forma consolidated balance sheet of INSW and its Subsidiaries (including DSS Inc. and its Subsidiaries) and a pro forma consolidated statement of income of INSW and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended at least 45 days (or 90 days with respect to any four fiscal quarter period ending on the last day of a fiscal year) before the Restatement Date, prepared after giving effect to the Transactions as if the Transactions had occurred at the beginning of such period; provided that the requirement to deliver the pro forma financial statements referred to in this clause (l)(iii) may be satisfied by delivery of a registration statement on Form S-4 which includes such pro forma financial information and which Form S-4 has been posted on the SEC website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the SEC thereto. The Historical Financial Statements 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 INSW and its Subsidiaries 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 the Historical Financial Statements and the most recent financial statements delivered by the Borrower pursuant to Sections 7.01(a) and 7.01(b) of the Original Credit Agreement, as of the Restatement Date, there are no liabilities of Holdings, the 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 (i) with respect to the DSS Group, a Diamond Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) or (ii) with respect to INSW and its Subsidiaries, a Seaways Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof).

(m)INSW shall have delivered to the Administrative Agent forecasts of financial performance consisting of projected income statements, balance sheets and cash flows of INSW and its Subsidiaries, for the fiscal years 2021-2024 (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by Holdings 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).

(n)For the account of each Consenting Lender, a non-refundable consent fee equal to 0.20% of the aggregate principal amount of Loans and undrawn Commitments of such Lender as of the date of this Agreement, which fee will be due and payable on the Restatement Date to the Administrative Agent for further distribution to each such Consenting Lender.

(o)Payment of all fees and all other reasonable fees and documented out-of-pocket costs and expenses (including, without limitation, the reasonable legal fees and expenses of White & Case LLP and other local counsel to the Administrative Agent) and other compensation due and payable on or prior to the Restatement Date, in each case, payable to the Administrative Agent, the Collateral Agent and the Lenders in respect of the transactions contemplated by this Restatement Agreement to the extent reasonably invoiced at least two (2) Business Days prior to the Restatement Date.

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(p)The Administrative Agent and each of the Lenders shall have received all “know your customer” information required pursuant to the PATRIOT Act and the Beneficial Ownership Regulation in connection with their respective internal compliance regulations or other information requested by any Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby, in each case, to the extent requested by any Lender (which shall make such request through the Administrative Agent) or the Administrative Agent not later than five (5) Business Days prior to the Restatement Date.

(q)On the Restatement Date, the Administrative Agent shall deliver written notice to the Lenders, the Credit Parties and INSW of the occurrence of the Restatement Date.

SECTION 5.   Effect of Restatement; Miscellaneous.

(a)On and after the Restatement Date, the Amended and Restated Credit Agreement shall amend and restate the Original Credit Agreement in its entirety, with the parties hereby agreeing that there is no novation of the Original Credit Agreement and from and after the effectiveness of the Amended and Restated Credit Agreement, the rights and obligations of the parties under the Original Credit Agreement shall be subsumed and governed by the Amended and Restated Credit Agreement. From and after the Restatement Date, (i) each reference in the Amended and Restatement Credit Agreement and the other Credit Documents to “the Credit Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import and each reference to the Credit Agreement in any other Credit Document shall be deemed a reference to the Amended and Restated Credit Agreement, and (ii) the “Obligations” and “Secured Obligations” under, and each as defined in, the Original Credit Agreement shall continue as Obligations and Secured Obligations under the Amended and Restated Credit Agreement.

(b)This Restatement Agreement may not be amended, modified or waived except in accordance with Section 11.12 of the Original Credit Agreement.

(c)This Restatement Agreement shall constitute a “Credit Document” for all purposes of the Original Credit Agreement, the Amended and Restated Credit Agreement and the other Credit Documents.

SECTION 6.   Reaffirmation and Further Consent.

(a)Each Credit Party party hereto hereby consents to the terms and conditions of this Restatement Agreement.

(b)Each Credit Party that is party hereto hereby acknowledges that it has reviewed the terms and provisions of the Amended and Restated Credit Agreement and consents to the amendment and restatement of the Original Credit Agreement effected pursuant to the Amended and Restated Credit Agreement. Each Credit Party that is party hereto acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Restatement Agreement.

(c)Each Credit Party hereby acknowledges and agrees that, after giving effect to the Effective Date and the Restatement Date, as applicable, all of its respective obligations and liabilities under the Credit Documents to which it is a party, as such obligations and liabilities have been amended by this Restatement Agreement, are reaffirmed, and remain in full force and effect.

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(d)After giving effect to this Restatement Agreement, each Credit Party reaffirms each Lien granted by it to the Collateral Agent for the benefit of the Secured Creditors under each of the Security Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Original Credit Agreement, as amended by this Restatement Agreement, and shall continue to secure the Secured Obligations (after giving effect to this Restatement Agreement), in each case, on and subject to the terms and conditions set forth in the Original Credit Agreement, as amended by this Restatement Agreement, and the other Credit Documents.

SECTION 7.   Execution in Counterparts. This Restatement Agreement 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. Delivery of an executed counterpart of a signature page of this Restatement Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Restatement Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Restatement Agreement 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 law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar applicable state laws based on the Uniform Electronic Transactions Act.

SECTION 8.   Successors. This Restatement Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.

SECTION 9. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. THIS RESTATEMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Section 11.09 of the Original Credit Agreement is incorporated herein by reference, mutatis mutandis.

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IN WITNESS WHEREOF, the parties hereto have caused this Restatement Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

DIAMOND S SHIPPING INC., as the Borrower

By:	/s/ Kevin M. Kilcullen
	Name:	Kevin M. Kilcullen
	Title:	Chief Financial Officer

INTERNATIONAL SEAWAYS, INC., as Holdings

By:	/s/ James D. Smalls
	Name:	James D. Smalls
	Title:	Chief Administrative Officer, Senior Vice President, Secretary and General Counsel

[Signature Page to DSS 360 Amendment and Restatement Agreement]

NORDEA BANK ABP, NEW YORK BRANCH, individually, as Administrative Agent and Collateral Agent

By:	/s/ Oddbjørn Warpe
	Name: Oddbjørn Warpe
	Title: Executive Director

By:	/s/ Martin Lunder
	Name: Martin Lunder
	Title: Managing Director

NORDEA BANK ABP, NEW YORK BRANCH, as Lender

By:	/s/ Oddbjørn Warpe
	Name: Oddbjørn Warpe
	Title: Executive Director

By:	/s/ Martin Lunder
	Name: Martin Lunder
	Title: Managing Director

[Signature Page to DSS 360 Amendment and Restatement Agreement]

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as Lender

By:	/s/ Mats Holmström
	Name: Mats Holmström
	Title: Bank Official

By:	/s/ Henrik Herodes
	Name: Henrik Herodes
	Title: Bank Official

[Signature Page to DSS 360 Amendment and Restatement Agreement]

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
as Lender

By:	/s/ Manon Didier
	Name: Manon Didier
	Title: Vice President

By:	/s/ Georgios Gkanasoulls
	Name: Georgios Gkanasoulls
	Title: Director

[Signature Page to DSS 360 Amendment and Restatement Agreement]

NATIONAL AUSTRALIA BANK LIMITED, as Lender

By:	/s/ Daniel Carr
	Name: Daniel Carr
	Title: Head of Asset Finance & Leasing, North America

[Signature Page to DSS 360 Amendment and Restatement Agreement]

BNP PARIBAS, as Lender

By:	/s/ Eric Dulcire
	Name: Eric Dulcire
	Title: Managing Director

By:	/s/ Marion Fievez
	Name: Marion Fievez
	Title: Managing Director

[Signature Page to DSS 360 Amendment and Restatement Agreement]

Miltiadis M II Carriers Corp.

Asterias Crude Carriers S.A.

Navarro International S.A.

Sorrel Shipmanagement Inc.

Wind Dancer Shipping Inc.

Belerion Maritime Co.

Iraklitos Shipping Company

Canvey Shipmanagement Co.

Apollonas Shipping Company

Epicurus Shipping Company

Splendor Shipholding S.A.

Lorenzo Shipmanagement Inc.

Laredo Maritime Inc.

Shipping Rider Co.

Polarwind Maritime S.A.

Centurion Navigation Limited

Tempest Maritime Inc.

Carnation Shipping Company

Adrian Shipholding Inc.,

Titanas Product Carrier S.A.

Isiodos Product Carrier S.A.

Iason Product Carrier S.A.

Filonikis Product Carrier S.A.

each as a Subsidiary Guarantor

By:	/s/ Kevin M. Kilcullen
	Name: Kevin M. Kilcullen
	Title: Authorized Signatory

[Signature Page to DSS 360 Amendment and Restatement Agreement]

DSS Vessel III LLC

Diamond S Shipping III LLC

CVI Atlantic Breeze, LLC

CVI Citron, LLC

DSS Citrus LLC

each as a Subsidiary Guarantor

By:	/s/ Kevin M. Kilcullen
	Name: Kevin M. Kilcullen
	Title: Authorized Signatory

[Signature Page to DSS 360 Amendment and Restatement Agreement]

ANNEX A

AMENDED AND RESTATED CREDIT AGREEMENT

[SEE ATTACHED]

ANNEX B

HOLDINGS GUARANTY AGREEMENT

[SEE ATTACHED]

ANNEX C

AMENDED AND RESTATED SCHEDULES I-XI

[SEE ATTACHED]

ANNEX D

FORM OF EXHIBIT H TO THE AMENDED AND RESTATED CREDIT AGREEMENT

[SEE ATTACHED]

ANNEX E

FORM OF EXHIBIT K TO THE AMENDED AND RESTATED CREDIT AGREEMENT

[SEE ATTACHED]

ANNEX F

FORM OF EXHIBIT L TO THE AMENDED AND RESTATED CREDIT AGREEMENT

[SEE ATTACHED]

ANNEX G

FORM OF RESTATEMENT DATE CERTIFICATE

[SEE ATTACHED]

EX-10.2

Exhibit 10.2

Execution Version

HOLDINGS GUARANTY AGREEMENT

HOLDINGS GUARANTY AGREEMENT, dated as of May 27, 2021 (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”), made by INTERNATIONAL SEAWAYS, INC., a Marshall Islands corporation (“INSW” or “Holdings”) and accepted and agreed by NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent. Except as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

W I T N E S S E T H:

WHEREAS, Diamond S Shipping Inc. (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), Nordea Bank Abp, New York Branch as Administrative Agent and as Collateral Agent (in such capacity, together with any successor Administrative Agent, the “Administrative Agent”), have entered into a Credit Agreement, originally dated as of March 27, 2019 and amended and restated pursuant to an amendment and restatement agreement (the “Amendment and Restatement Agreement”), dated as of the date hereof (as further amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”), providing for the making of Loans and Revolving Loan Commitments to the Borrower as contemplated therein (the Lenders, the Collateral Agent and the Administrative Agent are herein called the “Lender Creditors”);

WHEREAS, the Borrower may at any time and from time to time enter into, or guaranty the obligations of one or more of the Subsidiary Guarantors or any of their respective Subsidiaries under, one or more Interest Rate Protection Agreements with respect to the Borrower’s obligations under the Credit Agreement with respect to the outstanding Loans and/or Commitments from time to time with one or more Lenders or any affiliate thereof (each such Lender or affiliate, even if the respective Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, together with such Lender’s or affiliate’s successors and assigns, if any, collectively, the “Other Creditors” and, together with the Lender Creditors, the “Secured Creditors”);

WHEREAS, pursuant to an Agreement and Plan of Merger, dated March 30, 2021 by and among INSW, Dispatch Transaction Sub, Inc., a Marshall Islands corporation, and DSS Inc., the Borrower has become an indirect wholly-owned subsidiary of INSW. Immediately following the Merger, INSW will contribute all the shares of the Borrower to International Seaways Operating Corporation;

WHEREAS, it is a condition to the waivers and amendments set forth in the Amendment and Restatement Agreement that INSW provide a Guaranty of the Guaranteed Obligations, as set forth herein;

NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to INSW, the receipt and sufficiency of which are hereby acknowledged, INSW hereby makes the following representations and warranties to the Secured Creditors and hereby covenants and agrees with each Secured Creditor as follows:

Section 1.  Guarantee

(a)       INSW irrevocably, absolutely and unconditionally guarantees: (i) to the Lender Creditors the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of (x) the principal of, premium, if any, and interest on the Notes, if any, issued by, and the Loans made to, the Borrower under the Credit Agreement, and (y) all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness owing by the Borrower or any Subsidiary Guarantor to the Lender Creditors (in the capacities referred to in the definition of Lender Creditors) under the Credit Agreement and each other Credit Document to which the Borrower or such Subsidiary Guarantor is a party (including, without limitation, indemnities, fees and interest thereon (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and any such other Credit Document and the due performance and compliance by the Borrower and each Subsidiary Guarantor with all of the terms, conditions and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations being herein collectively called the “Credit Document Obligations”); and (ii) to each Other Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Interest Rate Protection Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the Borrower or any Subsidiary Guarantor under any Interest Rate Protection Agreement, whether now in existence or hereafter arising, and the due performance and compliance by the Borrower and such Subsidiary Guarantor with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement to which it is a party (all such obligations, liabilities and indebtedness being herein collectively called the “Other Obligations” and, together with the Credit Document Obligations, the “Guaranteed Obligations”). As used herein, the term “Guaranteed Party” shall mean the Borrower or Subsidiary Guarantor party to or as guarantor of any Subsidiary Guarantor or its Subsidiaries party to any Interest Rate Protection Agreement with an Other Creditor. INSW understands, agrees and confirms that the Secured Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations without proceeding against the Borrower, any Subsidiary Guarantor, any other Guaranteed Party, against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations.

(b)         Additionally, INSW unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party upon the occurrence in respect of the Borrower, such Subsidiary Guarantor or any such other Guaranteed Party of any of the events specified in Section 9.05 of the Credit Agreement, and unconditionally and irrevocably promises to pay such Guaranteed Obligations to the Secured Creditors, or their designee, on demand. This Guaranty shall constitute a guaranty of payment, and not of collection.

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Section 2.  Obligations Unconditional.

(a)        The liability of INSW hereunder is primary, absolute and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower, any Subsidiary Guarantor or any other Guaranteed Party whether executed by INSW, any other guarantor or by any other party, and the liability of INSW hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party or by any other party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Subsidiary Guarantor, any other guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party, (e) to the extent permitted by applicable law, any payment made to any Secured Creditor on the indebtedness which any Secured Creditor repays the Borrower, any Subsidiary Guarantor or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and INSW waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by the Secured Creditors as contemplated in paragraph (d) below or (g) any invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

(b)       The obligations of INSW hereunder are independent of the obligations of any other guarantor, the Borrower, any Subsidiary Guarantor or any other Guaranteed Party, and a separate action or actions may be brought and prosecuted against INSW whether or not action is brought against any other guarantor, the Borrower, any Subsidiary Guarantor or any other Guaranteed Party and whether or not any other guarantor, the Borrower, any Subsidiary Guarantor or any other Guaranteed Party be joined in any such action or actions. INSW waives, to the fullest extent permitted by law, the benefits of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party or other circumstance which operates to toll any statute of limitations as to the Borrower, any Subsidiary Guarantor or any other Guaranteed Party shall operate to toll the statute of limitations as to INSW.

(c)       Any Secured Creditor may, in accordance with the terms of the Credit Agreement, the other Credit Documents and applicable law, at any time and from time to time without the consent of, or notice to, INSW, without incurring responsibility to INSW, without impairing or releasing the obligations of INSW hereunder, upon or without any terms or conditions and in whole or in part:

(i)change the manner, place or terms of payment of, and/or change, increase or extend the time of payment of, renew or alter, any of the Guaranteed Obligations (including any increase or decrease in the rate of interest thereon or the principal amount thereof), any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;

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(ii)take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, surrender, impair, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;

(iii)exercise or refrain from exercising any rights against the Borrower, any Subsidiary Guarantor, any other Guaranteed Party, any other Credit Party, any Subsidiary thereof or otherwise act or refrain from acting;

(iv)release or substitute any one or more endorsers, any Subsidiary Guarantors, other guarantors, the Borrower, any other Guaranteed Party, or other obligors;

(v)settle or compromise any of the Guaranteed Obligations, 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, any Subsidiary Guarantor or any other Guaranteed Party to creditors of the Borrower, such Subsidiary Guarantor or such other Guaranteed Party other than the Secured Creditors;

(vi)apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower, any Subsidiary Guarantor or any other Guaranteed Party to the Secured Creditors regardless of what liabilities of the Borrower, such Subsidiary Guarantor or such other Guaranteed Party remain unpaid;

(vii)consent to or waive any breach of, or any act, omission or default under, any of the Interest Rate Protection Agreements, the Credit Documents or any of the instruments or agreements referred to therein, or otherwise amend, modify or supplement (in accordance with their terms) any of the Interest Rate Protection Agreements, the Credit Documents or any of such other instruments or agreements;

(viii)act or fail to act in any manner which may deprive INSW of its right to subrogation against the Borrower, any Subsidiary Guarantor or any other Guaranteed Party to recover full indemnity for any payments made pursuant to this Guaranty; and/or

(ix) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of INSW from its liabilities under this Guaranty.

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(d)         This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of any Secured Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Secured Creditor would otherwise have hereunder. No notice to or demand on INSW shall entitle INSW to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Secured Creditor to any other or further action in any circumstances without notice or demand. It is not necessary for any Secured Creditor to inquire into the capacity or powers of the Borrower, any Subsidiary Guarantor or any other Guaranteed Party or the officers, directors, partners or agents acting or purporting to act on its or their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

Section 3.  Subrogation; Subordination.

Any indebtedness of the Borrower, any Subsidiary Guarantor or any other Guaranteed Party now or hereafter held by INSW is hereby subordinated to the indebtedness of the Borrower, such Subsidiary Guarantor or such other Guaranteed Party to the Secured Creditors, and such indebtedness of the Borrower, such Subsidiary Guarantor or such other Guaranteed Party to INSW, if the Administrative Agent or the Collateral Agent, after the occurrence and during the continuance of an Event of Default, so requests, shall be collected, enforced and received by INSW as trustee for the Secured Creditors and be paid over to the Secured Creditors on account of the indebtedness of the Borrower, the Subsidiary Guarantors or the other Guaranteed Parties to the Secured Creditors, but without affecting or impairing in any manner the liability of INSW under the other provisions of this Guaranty. Without limiting the generality of the foregoing, INSW hereby agrees with the Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash.

Section 4.  Waivers.

(a)       INSW waives any right (except as shall be required by applicable law and cannot be waived) to require the Secured Creditors to: (i) proceed against the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party; (ii) proceed against or exhaust any security held from the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party; or (iii) pursue any other remedy in the Secured Creditors’ power whatsoever. INSW waives any defense based on or arising out of any defense of the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party other than payment in full of the Guaranteed Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, or any other Guaranteed Party other than payment in full of the Guaranteed Obligations. The Secured Creditors may, at their election, foreclose on any security held by the Administrative Agent, the Collateral Agent or the other Secured Creditors by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, or exercise any other right or remedy the Secured Creditors may have against the Borrower, any other Guaranteed Party or any other party, or any security, without affecting or impairing in any way the liability of INSW hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. INSW waives any defense arising out of any such election by the Secured Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of INSW against the Borrower, any other Guaranteed Party, any Subsidiary Guarantor or any other party or any security.

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(b)       INSW waives all presentments, promptness, diligence, demands for performance, protests and notices, including, without limitation, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional indebtedness. INSW assumes all responsibility for being and keeping itself informed of the Borrower’s, each Subsidiary Guarantor’s and each other Guaranteed Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which INSW assumes and incurs hereunder, and agrees that the Secured Creditors shall have no duty to advise INSW of information known to them regarding such circumstances or risks.

INSW warrants and agrees that each of the waivers set forth above in this Section 4 is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by law.

Section 5.  The Administrative Agent.

(a)       By their acceptance of the benefits of this Guaranty, the Secured Creditors agree that this Guaranty may be enforced only by the action of the Administrative Agent or the Collateral Agent, in each case acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least a majority of the outstanding Other Obligations) and that no other Secured Creditors shall have any right individually to seek to enforce or to enforce this Guaranty or to realize upon the security to be granted by the Security Documents, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Collateral Agent or, after all the Credit Document Obligations have been paid in full, by the holders of at least a majority of the outstanding Other Obligations, as the case may be, for the benefit of the Secured Creditors upon the terms of this Guaranty. By their acceptance of the benefits of this Guaranty, the Secured Creditors further agree that this Guaranty may not be enforced against any director, officer, employee, partner, member or stockholder of INSW.

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(b)       The Administrative Agent and Collateral Agent will hold in accordance with this Guaranty all collateral at any time received under this Guaranty. By its acceptance of the benefits of this Guaranty, each Secured Creditor acknowledges and agrees that the obligations of the Administrative Agent and Collateral Agent as enforcer of this Guaranty and interests herein are only those expressly set forth in this Guaranty and in Section 10 of the Credit Agreement. The Administrative Agent and the Collateral Agent shall act hereunder on the terms and conditions set forth herein and in Section 10 of the Credit Agreement.

Section 6.  Representations and Warranties.

In order to induce the Lenders to make Loans and Commitments available to the Borrower pursuant to the Credit Agreement, and in order to induce the Other Creditors to execute, deliver and perform the Interest Rate Protection Agreements, INSW represents and warrants that:

(a)  It (a) is duly incorporated or organized and validly existing under the laws of the Republic of the Marshall Islands, (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 (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).

(b)  This Guaranty is within such its powers and has been duly authorized by all necessary corporate or other organizational action. This Guaranty has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, 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.

(c)  This Guaranty (a) does 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, and (ii) 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 its Organizational Documents, (c) will not violate or result in a default or require any consent or approval under any material indenture, instrument, agreement, or other document binding upon it or any of its property or to which it or any of its property is subject, or give rise to a right thereunder to require any payment to be made by it, (d) will not violate any Legal Requirement, except to the extent that any such violation, individually or in the aggregate, 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 of its property. No Default or Event of Default has occurred and is continuing.

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(d)       The claims of the Administrative Agent, the Collateral Agent and the Lenders against it under this Guaranty will rank at least pari passu with the claims of (i) all unsecured creditors of INSW (other than claims of such creditors to the extent that they are statutorily preferred), and (ii) any other creditor of INSW.

(e)       There are no actions, suits, claims, disputes, proceedings or, to its knowledge, investigations at law or in equity by or before any Governmental Authority now pending or, to its knowledge, threatened against INSW or any of its business, property or rights (i) that purport to affect or involve this Guaranty or (ii) that have resulted, or would reasonably be expected to result, in a Material Adverse Effect.

(f)       It 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 7.  The Credit Agreement.

INSW covenants and agrees that on and after the Restatement Date and until the termination of the Commitments and all Interest Rate Protection Agreements entered into with respect to the Loans and Commitments and until such time as no Notes remain outstanding and all Guaranteed Obligations have been paid in full, it will comply, and will cause each of its Subsidiaries to comply, with all of the applicable provisions, covenants and agreements contained in Sections 7 and 8 of the Credit Agreement, and will take, or will refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that it is not in violation of any provision, covenant or agreement contained in Section 7 or 8 of the Credit Agreement, and so that no Default or Event of Default is caused by the actions of INSW or any of its Subsidiaries.

Section 7.  Costs and Expenses.

INSW hereby agrees to pay all reasonable out-of-pocket costs and expenses of (i) each Secured Creditor in connection with the enforcement of this Guaranty (including, without limitation, the reasonable and documented fees and disbursements of counsel employed by each Secured Creditor) and (ii) the Administrative Agent in connection with any amendment, waiver or consent relating hereto (including, without limitation, the reasonable and documented fees and disbursements of counsel employed by the Administrative Agent).

Section 8. Successors and Assigns.

This Guaranty shall be binding upon INSW and its successors and assigns and shall inure to the benefit of the Secured Creditors and their successors and assigns.

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Section 9. Amendments, Waiver, etc.

Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated except with the written consent of INSW and with the written consent of (x) the Administrative Agent (or, to the extent required by Section 11.12 of the Credit Agreement, with the written consent of the Required Lenders) at all times prior to the time on which all Credit Document Obligations have been paid in full or (y) the holders of at least a majority of the outstanding Other Obligations at all times after the time on which all Credit Document Obligations have been paid in full; provided, that any change, waiver, modification or variance affecting the rights and benefits of a single Class (as defined below) of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall also require the written consent of the Requisite Creditors (as defined below) of such Class of Secured Creditors. For the purpose of this Guaranty, the term “Class” shall mean each class of Secured Creditors, i.e., whether (x) the Lender Creditors as holders of the Credit Document Obligations or (y) the Other Creditors as the holders of the Other Obligations. For the purpose of this Guaranty, the term “Requisite Creditors” of any Class shall mean (x) with respect to the Credit Document Obligations, the Required Lenders (or, to the extent required by Section 11.12 of the Credit Agreement, each Lender) and (y) with respect to the Other Obligations, the holders of at least a majority of all obligations outstanding from time to time under the Interest Rate Protection Agreements entered into with respect to the Loans (and/or the Commitments).

Section 10. Acknowledgement.

INSW acknowledges that an executed (or conformed) copy of each of the Credit Documents and each existing Interest Rate Protection Agreement has been made available to a senior officer of INSW and such officer is familiar with the contents thereof.

Section 11. Set-Off.

In addition to any rights now or hereafter granted under applicable law (including, without limitation, Section 151 of the New York Debtor and Secured Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default (such term to mean and include any “Event of Default” as defined in the Credit Agreement and any payment default under any Interest Rate Protection Agreement continuing after any applicable grace period), each Secured Creditor is hereby authorized, at any time or from time to time, without notice to INSW or to any other Person, any such notice being expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Secured Creditor to or for the credit or the account of INSW, against and on account of the obligations and liabilities of INSW to such Secured Creditor under this Guaranty, irrespective of whether or not such Secured Creditor shall have made any demand hereunder and although said obligations, liabilities, deposits or claims, or any of them, shall be contingent or unmatured.

Section 12. Notices.

Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including emailed, telegraphic or telecopier communication) and mailed, emailed, telecopied or delivered: if to INSW, International Seaways Operating Corporation, c/o International Seaways Ship Management LLC, 600 Third Avenue, 39^th Floor, New York, New York 10016, Attention: Jeffrey D. Pribor, Senior Vice President, Chief Financial Officer, Email: jpribor@intlseas.com, Legaldepartment@intlseas.com, Treasury@intlseas.com, Telephone No.: +1-212-578-1947; if to the Administrative Agent, Nordea Bank Abp, New York Branch, 1211 Avenue of the Americas, New York, NY 10036, Attention: Shipping, Offshore and Oil Services, Email: agency.soosid@nordea.com / martin.lunder@nordea.com, Telephone No.: (212) 318-9630; or, as to any other Credit Party, at such other address as shall be designated by such party in a written notice to the other parties hereto and, as to each Secured Creditor, at such other address as shall be designated by such Secured Creditor in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall, (i) when mailed, be effective three Business Days after being deposited in the mails, prepaid and properly addressed for delivery, (ii) when sent by overnight courier, be effective one Business Day after delivery to the overnight courier prepaid and properly addressed for delivery on such next Business Day, or (iii) when sent by email or telecopier, be effective when sent by email or telecopier, except that notices and communications to the Administrative Agent or INSW shall not be effective until received by the Administrative Agent or INSW, as the case may be.

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Section 13. Settlement.

If claim is ever made upon any Secured Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower or any other Credit Party) then and in such event INSW agrees that any such judgment, decree, order, settlement or compromise shall be binding upon INSW, notwithstanding any revocation hereof or other instrument evidencing any liability of the Borrower or any other Credit Party, and INSW shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Section 14. Governing Law, Jurisdiction, etc.

(a)       THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Guaranty may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York in each case which are located in New York County in the City of New York, and, by execution and delivery of this Guaranty, INSW hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. INSW hereby further irrevocably waives (to the fullest extent permitted by applicable law) any claim that any such court lacks personal jurisdiction over INSW, and agrees not to plead or claim in any legal action or proceeding with respect to this Guaranty brought in any of the aforesaid courts that any such court lacks personal jurisdiction over INSW. INSW further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to INSW at its address set forth in Section 12 hereof, such service to become effective 30 days after such mailing. INSW hereby irrevocably waives (to the fullest extent permitted by applicable law) any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder that such service of process was in any way invalid or ineffective. Nothing herein shall affect the right of any of the Secured Creditors to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against INSW in any other jurisdiction.

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(b)       INSW hereby irrevocably waives (to the fullest extent permitted by applicable law) any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Guaranty brought in the courts referred to in clause (a) above and hereby further irrevocably waives (to the fullest extent permitted by applicable law) and agrees not to plead or claim in any such court that such action or proceeding brought in any such court has been brought in an inconvenient forum.

(c)       INSW AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 15. Legal Validity.

INSW and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, INSW and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by INSW shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of INSW that are relevant under such laws, result in the Guaranteed Obligations of INSW in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

Section 16. Counterparts.

This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original (including if delivered by facsimile transmission), but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with INSW and the Administrative Agent.

Section 17. Payments; Judgment Shortfall.

(a)       All payments made by INSW hereunder will be made without setoff, counterclaim or other defense, will be made in the currency or currencies in which the respective Guaranteed Obligations are then due and payable and will be made on the same basis as payments are made by the Borrower under Sections 4.03 and 4.04 of the Credit Agreement.

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(b)        The obligations of INSW under this Guaranty to make payments in the respective currency or currencies in which the respective Obligations are required to be paid (such currency being herein called 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 or the respective other Secured Creditor of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Collateral Agent or such other Secured Creditor under this Guaranty or the other Credit Documents or any Interest Rate Protection Agreements, as applicable. If for the purpose of obtaining or enforcing judgment against INSW 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 (quoted by the Administrative Agent, determined, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(c)        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, INSW, 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.

(d)        For purposes of determining any rate of exchange for this Section 17, such amounts shall include any reasonable premium and costs payable in connection with the purchase of the Obligation Currency.

Section 18. Effect of Agreement.

This Guaranty shall for all purposes under the Credit Agreement and the other Credit Documents constitute a Credit Document. The definition of Guaranty in the Credit Agreement shall be deemed to include this Guaranty.

Section 19. Effectiveness.

This Guaranty shall become effective on the Restatement Date (as defined in the Amendment and Restatement Agreement).

*  *  *

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IN WITNESS WHEREOF, INSW has caused this Guaranty to be executed and delivered as of the date first above written.

INTERNATIONAL SEAWAYS, INC.
By:	/s/ JAMES D. SMALL III
	Name: JAMES D. SMALL III
	Title:   Chief Administrative Officer, Senior Vice President, Secretary and General Counsel

[Signature Page to INSW Guaranty]

Accepted and Agreed to:

NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent

By:	/s/ Oddbjørn Warpe
	Name: Oddbjørn Warpe
	Title:   Executive Director

By:	/s/ Martin Lunder
	Name: Martin Lunder
	Title:   Managing Director

[Signature Page to INSW Guaranty]

EX-10.3

Exhibit 10.3

Execution Version

AMENDMENT AND RESTATEMENT AGREEMENT

AMENDMENT AND RESTATEMENT AGREEMENT, dated as of May 27, 2021 (this “Restatement Agreement”) by and among Diamond S Shipping Inc., a Marshall Islands corporation (“DSS Inc.” or the “Borrower”), the Lenders party hereto constituting Required Lenders under the Original Credit Agreement (as defined below) (the “Consenting Lenders”), NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent under the Security Documents, and International Seaways, Inc., a Marshall Islands corporation (“INSW” or “Holdings”, as the context may require).

PRELIMINARY STATEMENTS

A.The Borrower, the Administrative Agent, the Collateral Agent and the Lenders party thereto from time to time are party to that certain Credit Agreement, dated as of December 23, 2019 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “Original Credit Agreement”).

B.Reference is made to the Agreement and Plan of Merger, dated March 30, 2021 by and among INSW, Dispatch Transaction Sub, Inc., a Marshall Islands corporation (“Merger Sub”), and DSS Inc. (the “Merger Agreement”), pursuant to which INSW intends to acquire, in a “friendly” transaction, DSS Inc. by way of a merger of Merger Sub with and into DSS Inc., with DSS Inc. continuing as the surviving entity of such merger and as a wholly-owned subsidiary of INSW (the “Merger”). Immediately following the Merger, INSW will contribute all the shares of DSS Inc. to International Seaways Operating Corporation (“ISOC”). The Merger, the contribution of DSS Inc. to ISOC, and all transactions related thereto under the Merger Agreement are referred to herein as the “Merger Transactions”.

C.In addition, reference is made to that certain amendment request letter dated March 9, 2021 (the “Request Letter”) and that certain consent letter dated March 30, 2021 (the “Consent Letter”), pursuant to which the Borrower has requested and the Lenders under the Original Credit Agreement have (i) consented to the Merger Transactions, (ii) provided waivers of certain provisions of the Original Credit Agreement in connection with the Merger Transactions and certain other matters and (iii) agreed to amend certain other provisions of the Original Credit Agreement.

D.Pursuant to the Request Letter, the Borrower has also requested that the Original Credit Agreement be amended and restated on the Restatement Date (as defined below) to reflect the combined corporate structure as a result of the Merger Transactions and to harmonize certain covenants with those applicable to INSW under that certain US$390 Million Credit Agreement, dated as of January 23, 2020 by and among ISOC, as the borrower, INSW, as holdings, the lenders party thereto from time to time, Nordea Bank Abp, New York Branch, as administrative agent, collateral agent and security trustee, and the other parties thereto (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time prior to the date hereof, the “INSW Credit Agreement”). The Merger Transactions, the consents, waivers and amendments contemplated by the Consent Letter and this Restatement Agreement, and all transactions related thereto are referred to herein as the “Transactions”.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and receipt of all of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Definitions. Capitalized terms not otherwise defined in this Restatement Agreement have the same meanings as specified in the Amended and Restated Credit Agreement or, if not defined therein, in the Original Credit Agreement.

SECTION 2. Conditions to the Effective Date. This Restatement Agreement shall become effective on and after the date on which the following conditions shall have been satisfied (the “Effective Date”):

(a)This Restatement Agreement shall have been executed and delivered by the Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent, INSW and the Consenting Lenders.

(b)INSW shall have executed and delivered to the Administrative Agent, a Guaranty substantially the form attached hereto as Annex B hereto (the “Holdings Guaranty Agreement”), guaranteeing all the obligations of the Borrower and each Subsidiary Guarantor under the Amended and Restated Credit Agreement and the other Credit Documents and the Other Obligations.

(c)The Administrative Agent and each of the Lenders shall have received all “know your customer” information required pursuant to the PATRIOT Act and the Beneficial Ownership Regulation in connection with their respective internal compliance regulations or other information requested by any Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby, in each case, to the extent requested by any Lender (which shall make such request through the Administrative Agent) or the Administrative Agent not later than five (5) Business Days prior to the Effective Date.

(d)The Administrative Agent shall have received an officer’s certificate of the Borrower and each Subsidiary Guarantor in form and substance reasonably acceptable to the Administrative Agent signed by an Authorized Officer of the Borrower and each such Subsidiary Guarantor, with appropriate insertions, (i) together with copies of the Organizational Documents of the Borrower and each such Subsidiary Guarantor (or, in lieu thereof, a certification by each such Authorized Officer that the Organizational Documents attached to the certificates delivered to the Administrative Agent by the Borrower and each such Subsidiary Guarantor in connection with the Closing Date pursuant to Section 5.01(c) of the Original Credit Agreement remain in full force and effect on the Effective Date without modification or amendment since the Closing Date), good standing certificates for the Borrower and each such Subsidiary Guarantor and the resolutions of the Borrower and each such Subsidiary Guarantor referred to in such certificate authorizing the entry into of this Restatement Agreement and the consummation of the Transactions and (ii) in the case of the certificate of the Borrower, certifying that the conditions set forth in clauses (f) and (g) of this Section 2 are satisfied.

(e)The Administrative Agent shall have received a certificate of INSW in form and substance reasonably acceptable to the Administrative Agent signed by an Authorized Officer of INSW, with appropriate insertions, together with copies of the Organizational Documents of INSW, a good standing certificate, and the resolutions of INSW referred to in such certificate authorizing the entry into this Restatement Agreement, the Holdings Guaranty Agreement and consummation of the Transactions.

(f)On and as of the Effective Date, all representations and warranties of the Borrower and its Subsidiaries contained in this Restatement Agreement, the Original Credit Agreement or in any other Credit Document shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

(g)On and as of the Effective Date, no Default or Event of Default shall have occurred and be continuing.

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(h)The Administrative Agent shall have received, on behalf of itself and the Lenders, the following legal opinions with respect to this Restatement Agreement and the Holdings Guaranty Agreement:

(i)special New York counsel to each of the Credit Parties and INSW (which shall be Holland & Knight LLP or another New York law firm reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Effective Date as to matters of New York law and Delaware corporate law, and

(ii)special Republic of the Marshall Islands counsel to each of the Credit Parties and INSW (which shall be Holland & Knight LLP or another law firm qualified to render an opinion as to the Republic of the Marshall Islands law reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Effective Date.

(i)The Consent Letter and the waivers and amendments contained therein shall be in full force and effect and shall not have been terminated in accordance with the terms of the Consent Letter.

(j)Since March 30, 2021, there shall not have occurred any Delaware Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) or Idaho Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) that is continuing as of the Effective Date.

(k)On the Effective Date, the Administrative Agent shall deliver written notice to the Lenders, the Credit Parties and INSW of the occurrence of the Effective Date.

SECTION 3. Amendment and Restatement. Subject to the occurrence of the Restatement Date (as defined below), the Borrower and the Lenders party hereto agree to amend and restate the Original Credit Agreement as follows: (i) the Original Credit Agreement will be amended and restated in its entirety in the form attached as Annex A hereto, (ii) Schedules I through XI to the Original Credit Agreement will be amended and restated in the form attached hereto as Annex C, (iii) Schedules 1.01(a), 1.01(b), 6.06(a), 6.06(c), 6.18, 7.14, 8.01(b), 8.04(a) and 8.09(d) to the Amended and Restated Credit Agreement will be set forth on as Exhibit 1 to the Restatement Date Certificate (as defined below) (the “Disclosure Schedules”), (iv) Exhibit H to the Original Credit Agreement will be amended and restated in its entirety in the form attached hereto as Annex D hereto, (v) Exhibit K to the Amended and Restated Credit Agreement is attached as Annex E hereto and (vi) Exhibit L to the Amended and Restated Credit Agreement is attached as Annex F hereto.

SECTION 4. Conditions to the Restatement Date. The amendment and restatement of the Original Credit Agreement set forth in Section 3 and the Holdings Guaranty Agreement shall become effective on and after the date when the following conditions shall have been satisfied (the “Restatement Date”):

(a)The Effective Date shall have occurred.

(b)The Intercompany Subordination Agreement (as defined in the Amended and Restated Credit Agreement) shall have been executed and delivered by INSW, the Borrower, and the Subsidiary Guarantors.

(c)The Administrative Agent will have received a closing certificate from an Authorized Officer of INSW in the form attached hereto as Annex G (the “Restatement Date Certificate”), together with all attachments thereto, certifying as to the satisfaction of the conditions set forth in Sections 4(d), 4(e), 4(g), 4(h), 4(i) and 4(j) of this Restatement Agreement and attaching the Disclosure Schedules.

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(d) The Merger Transactions will have been consummated concurrently with the Restatement Date substantially in accordance with the Merger Agreement, without any waiver, amendment or modification thereof, in each case, that is materially adverse to the Lenders unless consented to in writing by the Administrative Agent (such consent not to be unreasonably withheld or delayed).

(e)The Consent Letter and the waivers and amendments contained therein shall be in full force and effect and shall not have been terminated in accordance with the terms of the Consent Letter.

(f)INSW shall cause to be delivered to the Administrative Agent a solvency certificate from an Authorized Officer of INSW, substantially in the form of Exhibit L to the Amended and Restated Credit Agreement, which shall be addressed to the Administrative Agent and dated as of the Restatement Date, setting forth the conclusion that, after giving effect to the Transactions, each Credit Party individually (after giving effect to rights of contribution and subrogation) and INSW and its Subsidiaries taken as a whole, are not insolvent, and will not be left with unreasonably small capital with which to engage in its business and will not have incurred debts beyond its ability to pay such debts as they become due.

(g)On the Restatement Date, after giving effect to the consummation of the Transactions and the performance by the Credit Parties of the Credit Documents, the obligations incurred in connection therewith and the other transactions contemplated hereby, (i) there shall be no conflict with, or default under the INSW Credit Agreement or any other material agreement to which INSW, the Borrower or any Subsidiary Guarantor is a party and (ii) INSW and its Subsidiaries shall be in pro forma compliance with all Financial Covenants set forth in the INSW Credit Agreement.

(h)On the Restatement Date, after giving effect to the consummation of the Transactions, INSW and its Subsidiaries shall have no outstanding Financial Indebtedness (as defined in the Amended and Restated Credit Agreement) or Contingent Obligations (as defined in the Amended and Restated Credit Agreement) except for those expressly permitted under the Credit Documents.

(i)On and as of the Restatement Date, all representations and warranties of INSW and its Subsidiaries contained in this Restatement Agreement, the Amended and Restated Credit Agreement or in any other Credit Document shall be true and correct in all material respects (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date).

(j)Since the Effective Date, there shall not have occurred any Delaware Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) or Idaho Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) that is continuing as of the Restatement Date.

(k)The Administrative Agent shall have received, on behalf of itself and the Lenders, the following legal opinions with respect to the Amended and Restated Credit Agreement, the Holdings Guaranty Agreement and the Intercompany Subordination Agreement and any other Credit Documents not covered by the opinions delivered in Section 2(g) of this Restatement Agreement:

(i)special New York counsel to each of the Credit Parties (including INSW) (which shall be Holland & Knight LLP or another New York law firm reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Restatement Date as to matters of New York law and Delaware corporate law, and

(ii)special Republic of the Marshall Islands counsel to each of the Credit Parties (which shall be Holland & Knight LLP or another law firm qualified to render an opinion as to the Republic of the Marshall Islands law reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent and each of the Lenders and dated as of the Restatement Date.

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(l)INSW shall have delivered to the Administrative Agent (i) the audited consolidated balance sheets and related consolidated statements of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries (other than the DSS Group) as of the fiscal year ended December 31, 2020, (ii) the unaudited consolidated balance sheets and related consolidated statements of operations, stockholders’ equity and cash flows of Holdings and its Subsidiaries (other than the DSS Group) for each fiscal quarter ended at least 45 days prior to the Restatement Date (the financial statements referred to in clauses (i) and (ii), collectively, the “Historical Financial Statements”) and (iii) pro forma consolidated balance sheet of INSW and its Subsidiaries (including DSS Inc. and its Subsidiaries) and a pro forma consolidated statement of income of INSW and its Subsidiaries as of and for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended at least 45 days (or 90 days with respect to any four fiscal quarter period ending on the last day of a fiscal year) before the Restatement Date, prepared after giving effect to the Transactions as if the Transactions had occurred at the beginning of such period; provided that the requirement to deliver the pro forma financial statements referred to in this clause (l)(iii) may be satisfied by delivery of a registration statement on Form S-4 which includes such pro forma financial information and which Form S-4 has been posted on the SEC website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the SEC thereto. The Historical Financial Statements 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 INSW and its Subsidiaries 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 the Historical Financial Statements and the most recent financial statements delivered by the Borrower pursuant to Sections 7.01(a) and 7.01(b) of the Original Credit Agreement, as of the Restatement Date, there are no liabilities of Holdings, the 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 (i) with respect to the DSS Group, a Delaware Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof) or (ii) with respect to INSW and its Subsidiaries, an Idaho Material Adverse Effect (as defined in the Merger Agreement, as in effect on the date hereof).

(m)INSW shall have delivered to the Administrative Agent forecasts of financial performance consisting of projected income statements, balance sheets and cash flows of INSW and its Subsidiaries, for the fiscal years 2021-2024 (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by Holdings 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).

(n)For the account of each Consenting Lender, a non-refundable consent fee equal to 0.20% of the aggregate principal amount of Loans and undrawn Commitments of such Lender as of the date of this Agreement, which fee will be due and payable on the Restatement Date to the Administrative Agent for further distribution to each such Consenting Lender.

(o)Payment of all fees and all other reasonable fees and documented out-of-pocket costs and expenses (including, without limitation, the reasonable legal fees and expenses of White & Case LLP and other local counsel to the Administrative Agent) and other compensation due and payable on or prior to the Restatement Date, in each case, payable to the Administrative Agent, the Collateral Agent and the Lenders in respect of the transactions contemplated by this Restatement Agreement to the extent reasonably invoiced at least two (2) Business Days prior to the Restatement Date.

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(p)The Administrative Agent and each of the Lenders shall have received all “know your customer” information required pursuant to the PATRIOT Act and the Beneficial Ownership Regulation in connection with their respective internal compliance regulations or other information requested by any Lender or the Administrative Agent to satisfy related checks under all applicable laws and regulations pursuant to the transactions contemplated hereby, in each case, to the extent requested by any Lender (which shall make such request through the Administrative Agent) or the Administrative Agent not later than five (5) Business Days prior to the Restatement Date.

(q)On the Restatement Date, the Administrative Agent shall deliver written notice to the Lenders, the Credit Parties and INSW of the occurrence of the Restatement Date.

SECTION 5. Effect of Restatement; Miscellaneous.

(a)On and after the Restatement Date, the Amended and Restated Credit Agreement shall amend and restate the Original Credit Agreement in its entirety, with the parties hereby agreeing that there is no novation of the Original Credit Agreement and from and after the effectiveness of the Amended and Restated Credit Agreement, the rights and obligations of the parties under the Original Credit Agreement shall be subsumed and governed by the Amended and Restated Credit Agreement. From and after the Restatement Date, (i) each reference in the Amended and Restatement Credit Agreement and the other Credit Documents to “the Credit Agreement”, “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import and each reference to the Credit Agreement in any other Credit Document shall be deemed a reference to the Amended and Restated Credit Agreement, and (ii) the “Obligations” and “Secured Obligations” under, and each as defined in, the Original Credit Agreement shall continue as Obligations and Secured Obligations under the Amended and Restated Credit Agreement.

(b)This Restatement Agreement may not be amended, modified or waived except in accordance with Section 11.12 of the Original Credit Agreement.

(c)This Restatement Agreement shall constitute a “Credit Document” for all purposes of the Original Credit Agreement, the Amended and Restated Credit Agreement and the other Credit Documents.

SECTION 6. Reaffirmation and Further Consent.

(a)Each Credit Party party hereto hereby consents to the terms and conditions of this Restatement Agreement.

(b)Each Credit Party that is party hereto hereby acknowledges that it has reviewed the terms and provisions of the Amended and Restated Credit Agreement and consents to the amendment and restatement of the Original Credit Agreement effected pursuant to the Amended and Restated Credit Agreement. Each Credit Party that is party hereto acknowledges and agrees that any of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Restatement Agreement.

(c)Each Credit Party hereby acknowledges and agrees that, after giving effect to the Effective Date and the Restatement Date, as applicable, all of its respective obligations and liabilities under the Credit Documents to which it is a party, as such obligations and liabilities have been amended by this Restatement Agreement, are reaffirmed, and remain in full force and effect.

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(d)After giving effect to this Restatement Agreement, each Credit Party reaffirms each Lien granted by it to the Collateral Agent for the benefit of the Secured Creditors under each of the Security Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Original Credit Agreement, as amended by this Restatement Agreement, and shall continue to secure the Secured Obligations (after giving effect to this Restatement Agreement), in each case, on and subject to the terms and conditions set forth in the Original Credit Agreement, as amended by this Restatement Agreement, and the other Credit Documents.

SECTION 7.     Execution in Counterparts. This Restatement Agreement 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. Delivery of an executed counterpart of a signature page of this Restatement Agreement by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Restatement Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Restatement Agreement 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 law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar applicable state laws based on the Uniform Electronic Transactions Act.

SECTION 8.    Successors. This Restatement Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.

SECTION 9.   GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. THIS RESTATEMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Section 11.09 of the Original Credit Agreement is incorporated herein by reference, mutatis mutandis.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Restatement Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

DIAMOND S SHIPPING INC., as the Borrower
By:	/s/ Kevin M. Kilcullen
	Name:	Kevin M. Kilcullen
	Title:	Chief Financial Officer
INTERNATIONAL SEAWAYS, INC., as Holdings
By:	/s/ James D. Small
	Name:	James D. Small
	Title:	Chief Administrative Officer, Senior Vice President, Secretary and General Counsel

[Signature Page to DSS 525 Amendment and Restatement Agreement]

NORDEA BANK ABP, NEW YORK BRANCH, individually, as Administrative Agent and Collateral Agent
By:	/s/ Oddbjørn Warpe
	Name: Oddbjørn Warpe
	Title: Executive Director
By:	/s/ Martin Lunder
	Name: Martin Lunder
	Title: Managing Director
NORDEA BANK ABP, NEW YORK BRANCH, as Lender
By:	/s/ Oddbjørn Warpe
	Name: Oddbjørn Warpe
	Title: Executive Director
By:	/s/ Martin Lunder
	Name: Martin Lunder
	Title: Managing Director

[Signature Page to DSS 525 Amendment and Restatement Agreement]

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Lender
By:	/s/ Manon Didier
	Name: Manon Didier
	Title: Vice President
By:	/s/ Georgios Gkanasoulls
	Name: Georgios Gkanasoulls
	Title: Director

[Signature Page to DSS 525 Amendment and Restatement Agreement]

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as Lender
By:	/s/ Mikael Franzén
	Name: Mikael Franzén
	Title:
By:	/s/ Ulrika Flygar
	Name: Ulrika Flygar
	Title:

[Signature Page to DSS 525 Amendment and Restatement Agreement]

ABN AMRO CAPITAL USA LLC, as Lender
By:	/s/ Amit Wynalda
	Name: Amit Wynalda
	Title: Executive Director
By:	/s/ Michel Choina
	Name: Michel Choina
	Title: Managing Director

[Signature Page to DSS 525 Amendment and Restatement Agreement]

NATIONAL AUSTRALIA BANK LIMITED, as Lender
By:	/s/ Daniel Carr
	Name: Daniel Carr
	Title: Head of Asset Finance & Leasing, North America

[Signature Page to DSS 525 Amendment and Restatement Agreement]

BNP PARIBAS, as Lender
By:	/s/ Eric Dulcire
	Name: Eric Dulcire
	Title: Managing Director
By:	/s/ Marion Fievez
	Name: Marion Fievez
	Title: Managing Director

[Signature Page to DSS 525 Amendment and Restatement Agreement]

Diamond S Shipping II LLC
Diamond S Shipping III LLC
DSS Vessel LLC
DSS Vessel IV LLC
DSS Vessel II, LLC
DSS 1 LLC
DSS 7 LLC
DSS 2 LLC
DSS 8 LLC
DSS 5 LLC
DSS 6 LLC
DSS A LLC
DSS B LLC
DSS C LLC
DSS D LLC,
each as a Subsidiary Guarantor
By:	/s/ Kevin M. Kilcullen
Name: Kevin M. Kilcullen
Title: Authorized Signatory

[Signature Page to DSS 525 Amendment and Restatement Agreement]

Heroic Andromeda Inc.
Heroic Auriga Inc.
Heroic Avenir Inc.
Heroic Corona Borealis Inc.
Heroic Equuleus Inc.
Heroic Gaea Inc.
Heroic Hera Inc.
Heroic Hercules Inc.
Heroic Hologium Inc.
Heroic Hydra Inc.
Heroic Libra Inc.
Heroic Lyra Inc.
Heroic Octans Inc.
Heroic Pegasus Inc.
Heroic Perseus Inc.
Heroic Pisces Inc.
Heroic Rhea Inc.
Heroic Sagittarius Inc.
Heroic Scorpio Inc.
Heroic Scutum Inc.
Heroic Serena Inc.
Heroic Tucana Inc.
Heroic Uranus Inc.
Heroic Virgo Inc.
White Boxwood Shipping S.A.
White Hydrangea Shipping S.A.,
each as a Subsidiary Guarantor
By:	/s/ Kevin M. Kilcullen
Name: Kevin M. Kilcullen
Title: Authorized Signatory

[Signature Page to DSS 525 Amendment and Restatement Agreement]

ANNEX A

AMENDED AND RESTATED CREDIT AGREEMENT

[SEE ATTACHED]

ANNEX B

HOLDINGS GUARANTY AGREEMENT

[SEE ATTACHED]

ANNEX C

AMENDED AND RESTATED SCHEDULES I-XI

[SEE ATTACHED]

ANNEX D

FORM OF EXHIBIT H TO THE AMENDED AND RESTATED CREDIT AGREEMENT

[SEE ATTACHED]

ANNEX E

FORM OF EXHIBIT K TO THE AMENDED AND RESTATED CREDIT AGREEMENT

[SEE ATTACHED]

ANNEX F

FORM OF EXHIBIT L TO THE AMENDED AND RESTATED CREDIT AGREEMENT

[SEE ATTACHED]

ANNEX G

FORM OF RESTATEMENT DATE CERTIFICATE

[SEE ATTACHED]

EX-10.4

Exhibit 10.4

HOLDINGS GUARANTY AGREEMENT

HOLDINGS GUARANTY AGREEMENT, dated as of May 27, 2021 (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”), made by INTERNATIONAL SEAWAYS, INC., a Marshall Islands corporation (“INSW” or “Holdings”) and accepted and agreed by NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent. Except as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

W I T N E S S E T H:

WHEREAS, Diamond S Shipping Inc. (the “Borrower”), the lenders from time to time party thereto (the “Lenders”), Nordea Bank Abp, New York Branch as Administrative Agent and as Collateral Agent (in such capacity, together with any successor Administrative Agent, the “Administrative Agent”), have entered into a Credit Agreement, originally dated as of December 23, 2019 and amended and restated pursuant to an amendment and restatement agreement (the “Amendment and Restatement Agreement”), dated as of the date hereof (as further amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”), providing for the making of Loans and Revolving Loan Commitments to the Borrower as contemplated therein (the Lenders, the Collateral Agent and the Administrative Agent are herein called the “Lender Creditors”);

WHEREAS, the Borrower may at any time and from time to time enter into, or guaranty the obligations of one or more of the Subsidiary Guarantors or any of their respective Subsidiaries under, one or more Interest Rate Protection Agreements with respect to the Borrower’s obligations under the Credit Agreement with respect to the outstanding Loans and/or Commitments from time to time with one or more Lenders or any affiliate thereof (each such Lender or affiliate, even if the respective Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, together with such Lender’s or affiliate’s successors and assigns, if any, collectively, the “Other Creditors” and, together with the Lender Creditors, the “Secured Creditors”);

WHEREAS, pursuant to an Agreement and Plan of Merger, dated March 30, 2021 by and among INSW, Dispatch Transaction Sub, Inc., a Marshall Islands corporation, and DSS Inc., the Borrower has become an indirect wholly-owned subsidiary of INSW. Immediately following the Merger, INSW will contribute all the shares of the Borrower to International Seaways Operating Corporation;

WHEREAS, it is a condition to the waivers and amendments set forth in the Amendment and Restatement Agreement that INSW provide a Guaranty of the Guaranteed Obligations, as set forth herein;

NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to INSW, the receipt and sufficiency of which are hereby acknowledged, INSW hereby makes the following representations and warranties to the Secured Creditors and hereby covenants and agrees with each Secured Creditor as follows:

Section 1.  Guarantee

(a)       INSW irrevocably, absolutely and unconditionally guarantees: (i) to the Lender Creditors the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of (x) the principal of, premium, if any, and interest on the Notes, if any, issued by, and the Loans made to, the Borrower under the Credit Agreement, and (y) all other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness owing by the Borrower or any Subsidiary Guarantor to the Lender Creditors (in the capacities referred to in the definition of Lender Creditors) under the Credit Agreement and each other Credit Document to which the Borrower or such Subsidiary Guarantor is a party (including, without limitation, indemnities, fees and interest thereon (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and any such other Credit Document and the due performance and compliance by the Borrower and each Subsidiary Guarantor with all of the terms, conditions and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations being herein collectively called the “Credit Document Obligations”); and (ii) to each Other Creditor the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Interest Rate Protection Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the Borrower or any Subsidiary Guarantor under any Interest Rate Protection Agreement, whether now in existence or hereafter arising, and the due performance and compliance by the Borrower and such Subsidiary Guarantor with all of the terms, conditions and agreements contained in each such Interest Rate Protection Agreement to which it is a party (all such obligations, liabilities and indebtedness being herein collectively called the “Other Obligations” and, together with the Credit Document Obligations, the “Guaranteed Obligations”). As used herein, the term “Guaranteed Party” shall mean the Borrower or Subsidiary Guarantor party to or as guarantor of any Subsidiary Guarantor or its Subsidiaries party to any Interest Rate Protection Agreement with an Other Creditor. INSW understands, agrees and confirms that the Secured Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations without proceeding against the Borrower, any Subsidiary Guarantor, any other Guaranteed Party, against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations.

(b)         Additionally, INSW unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party upon the occurrence in respect of the Borrower, such Subsidiary Guarantor or any such other Guaranteed Party of any of the events specified in Section 9.05 of the Credit Agreement, and unconditionally and irrevocably promises to pay such Guaranteed Obligations to the Secured Creditors, or their designee, on demand. This Guaranty shall constitute a guaranty of payment, and not of collection.

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Section 2.  Obligations Unconditional.

(a)        The liability of INSW hereunder is primary, absolute and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower, any Subsidiary Guarantor or any other Guaranteed Party whether executed by INSW, any other guarantor or by any other party, and the liability of INSW hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party or by any other party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Subsidiary Guarantor, any other guarantor or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party, (e) to the extent permitted by applicable law, any payment made to any Secured Creditor on the indebtedness which any Secured Creditor repays the Borrower, any Subsidiary Guarantor or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and INSW waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding, (f) any action or inaction by the Secured Creditors as contemplated in paragraph (d) below or (g) any invalidity, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

(b)       The obligations of INSW hereunder are independent of the obligations of any other guarantor, the Borrower, any Subsidiary Guarantor or any other Guaranteed Party, and a separate action or actions may be brought and prosecuted against INSW whether or not action is brought against any other guarantor, the Borrower, any Subsidiary Guarantor or any other Guaranteed Party and whether or not any other guarantor, the Borrower, any Subsidiary Guarantor or any other Guaranteed Party be joined in any such action or actions. INSW waives, to the fullest extent permitted by law, the benefits of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by the Borrower, any Subsidiary Guarantor or any other Guaranteed Party or other circumstance which operates to toll any statute of limitations as to the Borrower, any Subsidiary Guarantor or any other Guaranteed Party shall operate to toll the statute of limitations as to INSW.

(c)       Any Secured Creditor may, in accordance with the terms of the Credit Agreement, the other Credit Documents and applicable law, at any time and from time to time without the consent of, or notice to, INSW, without incurring responsibility to INSW, without impairing or releasing the obligations of INSW hereunder, upon or without any terms or conditions and in whole or in part:

(i)change the manner, place or terms of payment of, and/or change, increase or extend the time of payment of, renew or alter, any of the Guaranteed Obligations (including any increase or decrease in the rate of interest thereon or the principal amount thereof), any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, renewed or altered;

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(ii)take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, surrender, impair, realize upon or otherwise deal with in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset there against;

(iii)exercise or refrain from exercising any rights against the Borrower, any Subsidiary Guarantor, any other Guaranteed Party, any other Credit Party, any Subsidiary thereof or otherwise act or refrain from acting;

(iv)release or substitute any one or more endorsers, any Subsidiary Guarantors, other guarantors, the Borrower, any other Guaranteed Party, or other obligors;

(v) settle or compromise any of the Guaranteed Obligations, 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, any Subsidiary Guarantor or any other Guaranteed Party to creditors of the Borrower, such Subsidiary Guarantor or such other Guaranteed Party other than the Secured Creditors;

(vi)apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower, any Subsidiary Guarantor or any other Guaranteed Party to the Secured Creditors regardless of what liabilities of the Borrower, such Subsidiary Guarantor or such other Guaranteed Party remain unpaid;

(vii)consent to or waive any breach of, or any act, omission or default under, any of the Interest Rate Protection Agreements, the Credit Documents or any of the instruments or agreements referred to therein, or otherwise amend, modify or supplement (in accordance with their terms) any of the Interest Rate Protection Agreements, the Credit Documents or any of such other instruments or agreements;

(viii)act or fail to act in any manner which may deprive INSW of its right to subrogation against the Borrower, any Subsidiary Guarantor or any other Guaranteed Party to recover full indemnity for any payments made pursuant to this Guaranty; and/or

(ix) take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of INSW from its liabilities under this Guaranty.

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(d)         This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of any Secured Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Secured Creditor would otherwise have hereunder. No notice to or demand on INSW shall entitle INSW to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Secured Creditor to any other or further action in any circumstances without notice or demand. It is not necessary for any Secured Creditor to inquire into the capacity or powers of the Borrower, any Subsidiary Guarantor or any other Guaranteed Party or the officers, directors, partners or agents acting or purporting to act on its or their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

Section 3.  Subrogation; Subordination.

Any indebtedness of the Borrower, any Subsidiary Guarantor or any other Guaranteed Party now or hereafter held by INSW is hereby subordinated to the indebtedness of the Borrower, such Subsidiary Guarantor or such other Guaranteed Party to the Secured Creditors, and such indebtedness of the Borrower, such Subsidiary Guarantor or such other Guaranteed Party to INSW, if the Administrative Agent or the Collateral Agent, after the occurrence and during the continuance of an Event of Default, so requests, shall be collected, enforced and received by INSW as trustee for the Secured Creditors and be paid over to the Secured Creditors on account of the indebtedness of the Borrower, the Subsidiary Guarantors or the other Guaranteed Parties to the Secured Creditors, but without affecting or impairing in any manner the liability of INSW under the other provisions of this Guaranty. Without limiting the generality of the foregoing, INSW hereby agrees with the Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash.

Section 4.  Waivers.

(a)       INSW waives any right (except as shall be required by applicable law and cannot be waived) to require the Secured Creditors to: (i) proceed against the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party; (ii) proceed against or exhaust any security held from the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party; or (iii) pursue any other remedy in the Secured Creditors’ power whatsoever. INSW waives any defense based on or arising out of any defense of the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party other than payment in full of the Guaranteed Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrower, any other Guaranteed Party, any Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower, or any other Guaranteed Party other than payment in full of the Guaranteed Obligations. The Secured Creditors may, at their election, foreclose on any security held by the Administrative Agent, the Collateral Agent or the other Secured Creditors by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, or exercise any other right or remedy the Secured Creditors may have against the Borrower, any other Guaranteed Party or any other party, or any security, without affecting or impairing in any way the liability of INSW hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. INSW waives any defense arising out of any such election by the Secured Creditors, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of INSW against the Borrower, any other Guaranteed Party, any Subsidiary Guarantor or any other party or any security.

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(b)      INSW waives all presentments, promptness, diligence, demands for performance, protests and notices, including, without limitation, notices of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional indebtedness. INSW assumes all responsibility for being and keeping itself informed of the Borrower’s, each Subsidiary Guarantor’s and each other Guaranteed Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which INSW assumes and incurs hereunder, and agrees that the Secured Creditors shall have no duty to advise INSW of information known to them regarding such circumstances or risks.

INSW warrants and agrees that each of the waivers set forth above in this Section 4 is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by law.

Section 5.  The Administrative Agent.

(a)       By their acceptance of the benefits of this Guaranty, the Secured Creditors agree that this Guaranty may be enforced only by the action of the Administrative Agent or the Collateral Agent, in each case acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least a majority of the outstanding Other Obligations) and that no other Secured Creditors shall have any right individually to seek to enforce or to enforce this Guaranty or to realize upon the security to be granted by the Security Documents, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Collateral Agent or, after all the Credit Document Obligations have been paid in full, by the holders of at least a majority of the outstanding Other Obligations, as the case may be, for the benefit of the Secured Creditors upon the terms of this Guaranty. By their acceptance of the benefits of this Guaranty, the Secured Creditors further agree that this Guaranty may not be enforced against any director, officer, employee, partner, member or stockholder of INSW.

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(b)       The Administrative Agent and Collateral Agent will hold in accordance with this Guaranty all collateral at any time received under this Guaranty. By its acceptance of the benefits of this Guaranty, each Secured Creditor acknowledges and agrees that the obligations of the Administrative Agent and Collateral Agent as enforcer of this Guaranty and interests herein are only those expressly set forth in this Guaranty and in Section 10 of the Credit Agreement. The Administrative Agent and the Collateral Agent shall act hereunder on the terms and conditions set forth herein and in Section 10 of the Credit Agreement.

Section 6.  Representations and Warranties.

In order to induce the Lenders to make Loans and Commitments available to the Borrower pursuant to the Credit Agreement, and in order to induce the Other Creditors to execute, deliver and perform the Interest Rate Protection Agreements, INSW represents and warrants that:

(a)  It (a) is duly incorporated or organized and validly existing under the laws of the Republic of the Marshall Islands, (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 (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).

(b)  This Guaranty is within such its powers and has been duly authorized by all necessary corporate or other organizational action. This Guaranty has been duly executed and delivered by it and constitutes its legal, valid and binding obligation, 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.

(c)  This Guaranty (a) does 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, and (ii) 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 its Organizational Documents, (c) will not violate or result in a default or require any consent or approval under any material indenture, instrument, agreement, or other document binding upon it or any of its property or to which it or any of its property is subject, or give rise to a right thereunder to require any payment to be made by it, (d) will not violate any Legal Requirement, except to the extent that any such violation, individually or in the aggregate, 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 of its property. No Default or Event of Default has occurred and is continuing.

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(d)       The claims of the Administrative Agent, the Collateral Agent and the Lenders against it under this Guaranty will rank at least pari passu with the claims of (i) all unsecured creditors of INSW (other than claims of such creditors to the extent that they are statutorily preferred), and (ii) any other creditor of INSW.

(e)       There are no actions, suits, claims, disputes, proceedings or, to its knowledge, investigations at law or in equity by or before any Governmental Authority now pending or, to its knowledge, threatened against INSW or any of its business, property or rights (i) that purport to affect or involve this Guaranty or (ii) that have resulted, or would reasonably be expected to result, in a Material Adverse Effect.

(f)       It 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 7.  The Credit Agreement.

INSW covenants and agrees that on and after the Restatement Date and until the termination of the Commitments and all Interest Rate Protection Agreements entered into with respect to the Loans and Commitments and until such time as no Notes remain outstanding and all Guaranteed Obligations have been paid in full, it will comply, and will cause each of its Subsidiaries to comply, with all of the applicable provisions, covenants and agreements contained in Sections 7 and 8 of the Credit Agreement, and will take, or will refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that it is not in violation of any provision, covenant or agreement contained in Section 7 or 8 of the Credit Agreement, and so that no Default or Event of Default is caused by the actions of INSW or any of its Subsidiaries.

Section 7.  Costs and Expenses.

INSW hereby agrees to pay all reasonable out-of-pocket costs and expenses of (i) each Secured Creditor in connection with the enforcement of this Guaranty (including, without limitation, the reasonable and documented fees and disbursements of counsel employed by each Secured Creditor) and (ii) the Administrative Agent in connection with any amendment, waiver or consent relating hereto (including, without limitation, the reasonable and documented fees and disbursements of counsel employed by the Administrative Agent).

Section 8. Successors and Assigns.

This Guaranty shall be binding upon INSW and its successors and assigns and shall inure to the benefit of the Secured Creditors and their successors and assigns.

Section 9. Amendments, Waiver, etc.

Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated except with the written consent of INSW and with the written consent of (x) the Administrative Agent (or, to the extent required by Section 11.12 of the Credit Agreement, with the written consent of the Required Lenders) at all times prior to the time on which all Credit Document Obligations have been paid in full or (y) the holders of at least a majority of the outstanding Other Obligations at all times after the time on which all Credit Document Obligations have been paid in full; provided, that any change, waiver, modification or variance affecting the rights and benefits of a single Class (as defined below) of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall also require the written consent of the Requisite Creditors (as defined below) of such Class of Secured Creditors. For the purpose of this Guaranty, the term “Class” shall mean each class of Secured Creditors, i.e., whether (x) the Lender Creditors as holders of the Credit Document Obligations or (y) the Other Creditors as the holders of the Other Obligations. For the purpose of this Guaranty, the term “Requisite Creditors” of any Class shall mean (x) with respect to the Credit Document Obligations, the Required Lenders (or, to the extent required by Section 11.12 of the Credit Agreement, each Lender) and (y) with respect to the Other Obligations, the holders of at least a majority of all obligations outstanding from time to time under the Interest Rate Protection Agreements entered into with respect to the Loans (and/or the Commitments).

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Section 10. Acknowledgement.

INSW acknowledges that an executed (or conformed) copy of each of the Credit Documents and each existing Interest Rate Protection Agreement has been made available to a senior officer of INSW and such officer is familiar with the contents thereof.

Section 11. Set-Off.

In addition to any rights now or hereafter granted under applicable law (including, without limitation, Section 151 of the New York Debtor and Secured Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default (such term to mean and include any “Event of Default” as defined in the Credit Agreement and any payment default under any Interest Rate Protection Agreement continuing after any applicable grace period), each Secured Creditor is hereby authorized, at any time or from time to time, without notice to INSW or to any other Person, any such notice being expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Secured Creditor to or for the credit or the account of INSW, against and on account of the obligations and liabilities of INSW to such Secured Creditor under this Guaranty, irrespective of whether or not such Secured Creditor shall have made any demand hereunder and although said obligations, liabilities, deposits or claims, or any of them, shall be contingent or unmatured.

Section 12. Notices.

Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including emailed, telegraphic or telecopier communication) and mailed, emailed, telecopied or delivered: if to INSW, International Seaways Operating Corporation, c/o International Seaways Ship Management LLC, 600 Third Avenue, 39^th Floor, New York, New York 10016, Attention: Jeffrey D. Pribor, Senior Vice President, Chief Financial Officer, Email: jpribor@intlseas.com, Legaldepartment@intlseas.com, Treasury@intlseas.com, Telephone No.: +1-212-578-1947; if to the Administrative Agent, Nordea Bank Abp, New York Branch, 1211 Avenue of the Americas, New York, NY 10036, Attention: Shipping, Offshore and Oil Services, Email: agency.soosid@nordea.com / martin.lunder@nordea.com, Telephone No.: (212) 318-9630; or, as to any other Credit Party, at such other address as shall be designated by such party in a written notice to the other parties hereto and, as to each Secured Creditor, at such other address as shall be designated by such Secured Creditor in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall, (i) when mailed, be effective three Business Days after being deposited in the mails, prepaid and properly addressed for delivery, (ii) when sent by overnight courier, be effective one Business Day after delivery to the overnight courier prepaid and properly addressed for delivery on such next Business Day, or (iii) when sent by email or telecopier, be effective when sent by email or telecopier, except that notices and communications to the Administrative Agent or INSW shall not be effective until received by the Administrative Agent or INSW, as the case may be.

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Section 13. Settlement.

If claim is ever made upon any Secured Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including the Borrower or any other Credit Party) then and in such event INSW agrees that any such judgment, decree, order, settlement or compromise shall be binding upon INSW, notwithstanding any revocation hereof or other instrument evidencing any liability of the Borrower or any other Credit Party, and INSW shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

Section 14. Governing Law, Jurisdiction, etc.

(a)       THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Guaranty may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York in each case which are located in New York County in the City of New York, and, by execution and delivery of this Guaranty, INSW hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. INSW hereby further irrevocably waives (to the fullest extent permitted by applicable law) any claim that any such court lacks personal jurisdiction over INSW, and agrees not to plead or claim in any legal action or proceeding with respect to this Guaranty brought in any of the aforesaid courts that any such court lacks personal jurisdiction over INSW. INSW further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to INSW at its address set forth in Section 12 hereof, such service to become effective 30 days after such mailing. INSW hereby irrevocably waives (to the fullest extent permitted by applicable law) any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder that such service of process was in any way invalid or ineffective. Nothing herein shall affect the right of any of the Secured Creditors to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against INSW in any other jurisdiction.

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(b)       INSW hereby irrevocably waives (to the fullest extent permitted by applicable law) any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Guaranty brought in the courts referred to in clause (a) above and hereby further irrevocably waives (to the fullest extent permitted by applicable law) and agrees not to plead or claim in any such court that such action or proceeding brought in any such court has been brought in an inconvenient forum.

(c)       INSW AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 15. Legal Validity.

INSW and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, INSW and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by INSW shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of INSW that are relevant under such laws, result in the Guaranteed Obligations of INSW in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

Section 16. Counterparts.

This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original (including if delivered by facsimile transmission), but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with INSW and the Administrative Agent.

Section 17. Payments; Judgment Shortfall.

(a)       All payments made by INSW hereunder will be made without setoff, counterclaim or other defense, will be made in the currency or currencies in which the respective Guaranteed Obligations are then due and payable and will be made on the same basis as payments are made by the Borrower under Sections 4.03 and 4.04 of the Credit Agreement.

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(b)        The obligations of INSW under this Guaranty to make payments in the respective currency or currencies in which the respective Obligations are required to be paid (such currency being herein called 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 or the respective other Secured Creditor of the full amount of the Obligation Currency expressed to be payable to the Administrative Agent, the Collateral Agent or such other Secured Creditor under this Guaranty or the other Credit Documents or any Interest Rate Protection Agreements, as applicable. If for the purpose of obtaining or enforcing judgment against INSW 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 (quoted by the Administrative Agent, determined, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(c)        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, INSW, 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.

(d)        For purposes of determining any rate of exchange for this Section 17, such amounts shall include any reasonable premium and costs payable in connection with the purchase of the Obligation Currency.

Section 18. Effect of Agreement.

This Guaranty shall for all purposes under the Credit Agreement and the other Credit Documents constitute a Credit Document. The definition of Guaranty in the Credit Agreement shall be deemed to include this Guaranty.

Section 19. Effectiveness.

This Guaranty shall become effective on the Restatement Date (as defined in the Amendment and Restatement Agreement).

* * *

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IN WITNESS WHEREOF, INSW has caused this Guaranty to be executed and delivered as of the date first above written.

INTERNATIONAL SEAWAYS, INC.

By:	/s/ JAMES D. SMALL III
	Name: JAMES D. SMALL III
	Title:  Chief Administrative Officer, Senior Vice President, Secretary and General Counsel

[Signature Page to INSW Guaranty]

Accepted and Agreed to:

NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent

By:	/s/ Oddbjørn Warpe
	Name: Oddbjørn Warpe
	Title:   Executive Director

By:	/s/ Martin Lunder
	Name: Martin Lunder
	Title:   Managing Director

[Signature Page to INSW Guaranty]

XML

Cover	May 27, 2021
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 27, 2021
Entity File Number	1-37836-1
Entity Registrant Name	International Seaways, Inc.
Entity Central Index Key	0001679049
Entity Tax Identification Number	98-0467117
Entity Incorporation, State or Country Code	1T
Entity Address, Address Line One	600 Third Avenue
Entity Address, Address Line Two	39th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	212
Local Phone Number	578-1600
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock (no par value)
Trading Symbol	INSW
Security Exchange Name	NYSE
8.5% Senior Notes due 2023 [Member]
Document Information [Line Items]
Title of 12(b) Security	8.5% Senior Notes due 2023
Trading Symbol	INSW - PA
Security Exchange Name	NYSE