International Seaways, Inc. (NYSE:INSW) Files An 8-K Entry into a Material Definitive Agreement

On June 22, 2017, International Seaways, Inc. (“INSW” or the
“Company”), International Seaways Operating Corporation (the
“Administrative Borrower”) and certain of its subsidiaries
entered into secured debt facilities with Jefferies Finance LLC
and JP Morgan Chase Bank, N.A., as joint lead arrangers, UBS
Securities LLC, as joint bookrunner, DNB Markets Inc., Fearnley
Securities AS, Pareto Securities Inc. and Skandinaviska Enskilda
Banken AB (Publ) as co-managers, and the other lenders party
thereto, consisting of (i) a revolving credit facility of $50
million (the “Revolving Credit Facility”) and (ii) a term loan
of $500 million (the “Term Loan” and together with the
Revolving Credit Facility, the “Debt Facilities”) containing an
accordion feature whereby the Term Loan may be increased up to an
additional $50 million subject to certain conditions. The Debt
Facilities are secured by a first lien on substantially all of
the assets of the Administrative Borrower and certain of its
subsidiaries. On June 22, 2017, the available amount under the
Term Loan was drawn in full and the proceeds therefrom were used
to repay the $458 million outstanding balance under the INSW
Facilities (defined below in Item 1.02) and to pay certain
expenses related to the refinancing. The remaining proceeds will
be used for general corporate purposes, including fleet renewal
and growth. As of June 28, 2017, no amounts were drawn under the
Revolving Credit Facility.

Interest on the Debt Facilities is calculated, at the
Administrative Borrower’s option, based upon (i) an alternate
base rate (“ABR”) plus the applicable margin or (ii) Adjusted
LIBOR plus the applicable margin. ABR is defined as the highest
of (i) the Base Rate (i.e., the prime rate published in The Wall
Street Journal), (ii) the Federal Funds Effective Rate plus
0.50%, (iii) the one-month Adjusted LIBOR Rate plus 1.00% and
(iv) 2.00% per annum. The applicable margins and floor interest
rates for each Exit Financing Facility is as follows:

The Term Loan amortizes in quarterly installments equal to 0.625%
of the original principal amount of the loan for the first four
quarterly installments and equal to 1.25% of the original
principal amount of the loan for all quarterly installments
thereafter. The Term Loan is subject to additional mandatory
annual prepayments in an aggregate principal amount of up to 50%
of Excess Cash Flow, as defined in the loan agreement.

The Term Loan matures on June 22, 2022, and the Revolving Credit
Facility matures on December 22, 2021. The maturity dates for the
Debt Facilities are subject to acceleration upon the occurrence
of certain events (as described in the loan agreement).

The Debt Facilities have covenants to maintain the aggregate Fair
Market Value (as defined in the loan agreement) of the Collateral
Vessels at greater than or equal to $300 million at the end of
each fiscal quarter and to ensure that at any time, the
outstanding principal amounts of the Debt Facilities and secured
indebtedness minus the amount of unrestricted cash and cash
equivalents does not exceed 65% of the aggregate Fair Market
Value of the Collateral Vessels plus the Fair Market Value of
certain joint venture equity interests. The Debt Facilities also
contain certain restrictions relating to the movement of funds
between the Administrative Borrower and the Company, as set forth
in the loan agreement.

Item 1.02 Termination of a Material Definitive Agreement.

On June 22, 2017, the previously disclosed secured term loan and
revolver facilities, dated as of August 5, 2014, as amended by
that certain First Amendment, dated as of June 3, 2015, that
certain Second Amendment, dated as of July 18, 2016, that certain
Third Amendment, dated as of September 20, 2016 and that certain
Fourth Amendment, dated as of November 30, 2016 (as amended, the
“INSW Facilities”), among INSW, OIN Delaware LLC (the sole
member of which is INSW), certain INSW subsidiaries, Jefferies
Finance LLC, as administrative agent, and other lenders party
thereto, were terminated in accordance with their terms.

The Company utilized the available amounts under the Term Loan to
repay all outstanding amounts under the INSW Facilities.

Section 2 Financial Information

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03 as if
fully set forth herein.