Execution Version


Exhibit 4.21


Dated  15 September 2015





























SCORPIO TANKERS INC.


as Borrower








– and –





STI CARNABY SHIPPING COMPANY LIMITED


STI KINGSWAY SHIPPING COMPANY LIMITED


STI SAVILE ROW SHIPPING COMPANY LIMITED


STI SPIGA SHIPPING COMPANY LIMITED


as Guarantors








– and –





ABN AMRO BANK N.V. as Agent and as Security Trustee














AMENDMENT AGREEMENT


relating to


a loan agreement dated 16 July 2015 for a term loan facility (with a revolving credit feature) of up to $142,200,000 to refinance existing indebtedness in relation to Hull Nos. S5402 ("STI SPIGA"), to provide finance in relation to Hull No. S3078 ("STI SAVILE ROW"), and to provide finance in relation to Hull Nos. S3094 (tbn "STI KINGSWAY") and S3079 (tbn "STI CARNABY") under construction by Sungdong Shipbuilding & Marine Engineering Co. Ltd.








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Index


Clause1Definitions and Interpretation2Amendments to Loan Agreement3Fees and Expenses4Notices5Counterparts6Governing Law7EnforcementExecutionExecution Pages








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THIS AGREEMENT is made on 15 September 2015


PARTIES


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|(1) | SCORPIO TANKERS INC., a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands and whose principal office is at 9, Boulevard Charles III, Monaco, 98000 (the "Borrower");

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|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | STI CARNABY SHIPPING COMPANY LIMITED,STI KINGSWAY SHIPPING COMPANY LIMITEDSTI SAVILE ROW SHIPPING COMPANY LIMITEDandSTI SPIGA SHIPPING COMPANY LIMITED,each a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands (together, the "Guarantors");

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|--- | -------------------------------------------------------------------------------------------------
|(3) | ABN AMRO BANK N.V., asAgenton behalf of theLenders, aslisted in Schedule 1 of the Loan Agreement;

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|--- | --------------------------------
|(4) | ABN AMRO BANK N.V., asAgent; and

|    |                                        
|--- | ---------------------------------------
|(5) | ABN AMRO BANK N.V., asSecurity Trustee.

BACKGROUND


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|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|(A) | By the Loan Agreement, the Lenders agreed to make available to the Borrower a term loan facility (with a revolving credit feature) of up to $142,200,000.

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|(B) | By the Guarantee, the Guarantors agreed to jointly and severally guarantee the Borrower’s obligations under the Loan Agreement.

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|(C) | The Parties have agreed to amend certain provisions of the Loan Agreement in accordance with clause 27.1 (Variations, waivers etc. by Majority Lenders) of the Loan Agreement.

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|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(D) | This Agreement sets out the terms and conditions on which the Parties agree, with effect on and from the date of this Agreement, to certain amendments to the Loan Agreement.

OPERATIVE PROVISIONS


DEFINITIONS AND INTERPRETATION


Definitions


In this Agreement:


" Guarantee " means the guarantee dated 20 July 2015 and made between (i) the Guarantors and (ii) the Security Trustee relating to the Loan Agreement.


" Loan Agreement " means the loan agreement dated 16 July 2015 and made between, amongst others, (i) the Borrower, (ii) the Lenders, (iii) the Agent and (iv) the Security Trustee.


" Party " means a party to this Agreement.


Defined expressions


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Defined expressions in the Loan Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires or unless otherwise defined in this Agreement.


Application of construction and interpretation provisions of Loan Agreement


Clauses 1.2 ( Construction of certain terms ), 1.5 ( General Interpretation ) and 1.6 ( Headings ) of the Loan Agreement apply to this Agreement as if they were expressly incorporated in it with any necessary modifications.


Designation as a Finance Document


The Borrower and the Agent designate this Agreement as a Finance Document.


Third party rights


Save for the Creditor Parties, unless provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Agreement.


AMENDMENTS TO LOAN AGREEMENT


Specific amendments to the Loan Agreement


With effect on and from the date of this Agreement, the Parties agree that the Loan Agreement shall be amended as follows:


in clause 1.1 ( Definitions ) of the Loan Agreement, the definition of “Newbuilding C” shall be deleted and replaced by the following new definition:


“" Newbuilding  C " means the 115,000 dwt long range tanker currently under construction by the relevant Builder with hull number S3079 and which upon delivery pursuant to the Newbuilding C MOA shall be registered in the ownership of Guarantor C under an Approved Flag with the name "STI Carnaby";”


in clause 1.1 ( Definitions ) of the Loan Agreement, the definition of “Newbuilding D” shall be deleted and replaced by the following new definition:


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“" Newbuilding D " means the 115,000 dwt long range tanker currently under construction by the relevant Builder with hull number S3094 and which upon delivery pursuant to the Newbuilding D MOA  shall be registered in the ownership of Guarantor D under an Approved Flag with the name "STI Kingsway";


Clause 4.9(a)(iii)(A) ( Prepositioning of funds ) of the Loan Agreement shall be amended as follows:


“such amounts shall be held to the order of the Agent until such time as the Agent agrees that the Prepositioned Tranche may be released to the relevant Builder, the Seller, the Borrower (in the case the Borrower is to be reimbursed for amounts it has paid to the Seller and/or the relevant Builder in advance of the purchase of such Newbuilding) or, in the case of a Substitute Ship Tranche, the relevant builder or seller in accordance with Clause 4.10;”;


Clause 4.10 ( Disbursement of Prepositioned Tranche ) of the Loan Agreement shall be amended as follows:


“The Agent shall, on the Delivery Date of the relevant Ship, instruct the Prepositioning Bank to release the amount of the Prepositioned Tranche to the relevant Builder, the Seller, the Borrower or, in the case of a Substitute Ship Tranche, the relevant builder or seller (as the case may be) subject to the provisions of Clause 9.1.”;


the definition of, and references throughout to, each Finance Document shall be construed as if the same referred to that Finance Document as amended and supplemented by this Agreement; and


by construing references throughout to "this Agreement" and other like expressions as if the same referred to the Loan Agreement as amended and supplemented by this Agreement.


Amendments to Finance Documents


With effect on and from the Effective Date each of the Finance Documents other than the Loan Agreement, shall be, and shall be deemed by this Agreement to have been, amended as follows:


the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and supplemented by this Agreement; and


by construing references throughout each of the Finance Documents to "this Agreement", "this Deed" and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.


Finance Documents to remain in full force and effect


The Finance Documents shall remain in full force and effect as amended and supplemented by:


the amendments to the Finance Documents contained or referred to in Clause 2.1 and Clause 2.2; and


such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.


FEES AND EXPENSES


Clauses 20.2 and 20.3 ( Fees and Expenses) of the Loan Agreement, as amended and supplemented by this Agreement, apply to this Agreement as if they were expressly incorporated in it with any necessary modifications.


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NOTICES


Clause 28 ( Notices ) of the Loan Agreement, and in the case of the address for notices to the Guarantors, clause 16.1 of the Guarantee, in each case as amended and supplemented by this Agreement, apply to this Agreement as if they were expressly incorporated in it with any necessary modifications.


COUNTERPARTS


This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.


GOVERNING LAW


This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.


ENFORCEMENT


Clauses 30.2 to 30.6 (inclusive) ( Law and Jurisdiction ) of the Loan Agreement, as amended and supplemented by this Agreement, and in the case of the Guarantors, clauses 19.2 to 19.6 (inclusive) ( Governing Law and Jurisdiction ) of the Guarantee, apply to this Agreement as if they were expressly incorporated in it with any necessary modifications.


This Agreement has been entered into on the date stated at the beginning of this Agreement.





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EXECUTION PAGES





THE BORROWERSIGNEDby/s/ Brian M. Leefor and on behalf ofSCORPIO TANKERS INC.in the presence of:/s/ Vikram HiranandaniTHE GUARANTORSSIGNEDby/s/ Brian M. Leefor and on behalf ofSTI CARNABY SHIPPING COMPANY LIMITEDin the presence of:/s/ Vikram HiranandaniSIGNEDby/s/ Brian M. Leefor and on behalf ofSTI KINGSWAY SHIPPING COMPANY LIMITEDin the presence of:/s/ Vikram HiranandaniSIGNEDby/s/ Brian M. Leefor and on behalf ofSTI SAVILE ROW SHIPPING COMPANY LIMITEDin the presence of:/s/ Vikram HiranandaniSIGNEDby/s/ Brian M. Leefor and on behalf ofSTI SPIGA SHIPPING COMPANY LIMITEDin the presence of:/s/ Vikram Hiranandani


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THE AGENT(ON BEHALF OF THE LENDERS)SIGNEDby/s/ Tim Hunter-JonesName: Tim Hunter-Jonesfor and on behalf ofTitle: Attorney-in-FactABN AMRO BANK N.V.in the presence of:/s/ Edward MooreName: Edward MooreTitle: Trainee SolicitorLondon EC2A 2HBTHE SECURITY TRUSTEESIGNEDby/s/ Tim Hunter-JonesName: Tim Hunter-Jonesfor and on behalf ofTitle: Attorney-in-FactABN AMRO BANK N.V.in the presence of:/s/ Edward MooreName: Edward MooreTitle: Trainee SolicitorLondon EC2A 2HBTHE AGENTSIGNEDby/s/ Tim Hunter-JonesName: Tim Hunter-Jonesfor and on behalf ofTitle: Attorney-in-FactABN AMRO BANK N.V.in the presence of:/s/ Edward MooreName: Edward MooreTitle: Trainee SolicitorLondon EC2A 2HB





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