Exhibit 4.2


 


This FIRST SUPPLEMENTAL INDENTURE (this “First
Supplemental Indenture”), dated as of May 31, 2018, between INTERNATIONAL SEAWAYS, INC., a corporation duly organized
and existing under the laws of the Republic of The Marshall Islands (the “Company”), and THE BANK OF NEW YORK
MELLON, a New York corporation, as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Company and the Trustee have heretofore
executed and delivered an indenture, dated as of May 31, 2018 (the “Indenture”), providing for the issuance
by the Company from time to time of its Securities to be issued in one or more series;


 


WHEREAS, Sections 2.1, 3.1 and 9.1 of the Indenture
provide, among other things, that the Company and the Trustee may, without the consent of Holders, enter into indentures supplemental
to the Indenture to provide for specific terms applicable to any series of Securities;


 


WHEREAS, the Company intends by this First Supplemental
Indenture to create and provide for the issuance of a new series of Securities to be designated as the “8.50% Senior Notes
due 2023” (the “Notes”);


 


WHEREAS, pursuant to Section 9.1(7) of
the Indenture, the Trustee and the Company are authorized to execute and deliver this First Supplemental Indenture to amend or
supplement the Indenture, without the consent of any Holder of Securities; and


 


WHEREAS, all things necessary to make the Notes,
when executed by the Company and authenticated and delivered by the Trustee, issued upon the terms and subject to the conditions
set forth hereinafter and in the Indenture and delivered as provided in the Indenture against payment therefor, valid, binding
and legal obligations of the Company according to their terms, and all actions required to be taken by the Company under the Indenture
to make this First Supplemental Indenture a valid, binding and legal agreement of the Company, have been done.


 


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


 


ARTICLE
I



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01. Definitions.


 


(a)       All
capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Indenture.


 




     


     


    

 


(b)       The
following are definitions used in this First Supplemental Indenture, and to the extent that a term is defined both herein and in
the Indenture, the definition in this First Supplemental Indenture shall govern with respect to the Notes.


 


“Cash and Cash Equivalents”
means, as of a given date, the Company’s cash and cash equivalents as determined in accordance with U.S. GAAP.


 


“Continuing Director” means
a director who either was a member of the Board of Directors on the issue date of the Notes or who becomes a member of the Board
of Directors subsequent to that date and whose election, appointment or nomination for election by the Company’s stockholders
is duly approved by a majority of the continuing directors on the Board of Directors at the time of such approval, either by a
specific vote or by approval of the proxy statement issued by the Company on behalf of the entire Board of Directors in which such
individual is named as nominee for director.


 


“Credit Facility” means,
with respect to the Company or any Subsidiary, any debt or commercial paper facilities with banks or other lenders providing for
revolving credit or term loans or any agreement treated as a finance or capital lease in accordance with U.S. GAAP.


 


“Cross Default” means, a
default by the Company under any Credit Facility if such default:


 


(a) is caused by a failure to pay principal
of, or interest or premium, if any, on outstanding indebtedness under such Credit Facility (other than non-recourse indebtedness
of any Subsidiary) prior to the expiration of the grace period for payment of such indebtedness set forth in such Credit Facility
(“payment default”); or


 


(b) results in the acceleration of such indebtedness
prior to its maturity;


 


and, in each case, the principal amount of any
such indebtedness, together with the principal amount of any other such indebtedness under which there has been a payment default
or the maturity of which has been so accelerated, aggregates $35 million or more.


 


“Default” means any event
that is, or after notice or passage of time or both would be, an Event of Default.


 


“Immaterial Subsidiary” means
any Subsidiary of the Company that is not a Significant Subsidiary.


 


“Intangible Assets” means,
in respect of the Company as of a given date, the intangible assets of the Company of the types, if any, presented in the Company’s
consolidated balance sheet.


 


“Net Worth” means, as of
a given date, the result of, without duplication:


 


(a) Total Assets, less


 




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(b) Intangible Assets, less


 


(c) Total Borrowings (without giving effect
to any fair value adjustments pursuant to FASB’s Accounting Standards Codification 820).


 


“Non-Recourse Liabilities”
means, in respect of the Company or any Subsidiary thereof as of a given date, the non-recourse liabilities as described in subparts
(a)-(h) of the definition of Total Borrowings which neither the Company nor any other Subsidiary thereof provides any credit support
of any kind to or is directly or indirectly liable as a guarantor or otherwise, other than a pledge of the equity interests in
the Non- Recourse Subsidiary.


 


“Non-Recourse Subsidiary”
means any Subsidiary of the Company that has only Non-Recourse Liabilities.


 


“Restricted Payment” means
any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of capital
stock of or other ownership interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such shares of capital stock of or other ownership interests in the Company or any Subsidiary or any option,
warrant or other right to acquire any such shares of capital stock of or other ownership interests in the Company or any Subsidiary.


 


“Significant Subsidiaries”
or “Significant Subsidiary” means the “significant subsidiaries” or any “significant subsidiary”
of the Company, as defined in Rule 1-02(w) of Regulation S-X under the Securities Act of 1933, as amended.


 


“Total Assets” means, in
respect of the Company on a consolidated basis, as of a given date the aggregate of the following, without duplication:


 


		(a)	all of the assets of the Company of the types presented on its consolidated balance sheet; less



 


		(b)	Cash and Cash Equivalents; less



 


		(c)	Non-Recourse Liabilities; and less



 


		(d)	assets under any vessel construction or ship purchase agreement (including novation and assignment and assumption agreements)
that the Company is required to record on its books under U.S. GAAP even though the Company is no longer the legal owner of the
vessel or legally obligated to take delivery of the vessel.



 


“Total Borrowings” means,
in respect of the Company on a consolidated basis, as of a given date the aggregate of the following, without duplication:


 


		(a)	the outstanding principal amount of any moneys borrowed; plus



 




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		(b)	the outstanding principal amount of any acceptance under any acceptance credit; plus



 


		(c)	the outstanding principal amount of any bond, note, debenture or other similar instrument; plus



 


		(d)	the book values of indebtedness under a lease, charter, hire purchase agreement or other similar arrangement which would, in
accordance with U.S. GAAP, be treated as a finance or capital lease; plus



 


		(e)	the outstanding principal amount of all moneys owing in connection with the sale or discounting of receivables (otherwise than
on a non-recourse basis or which otherwise meet any requirements for de-recognition under U.S. GAAP); plus



 


		(f)	the outstanding principal amount of any indebtedness arising from any deferred payment agreements arranged primarily as a method
of raising finance or financing the acquisition of an asset (except trade payables); plus



 


		(g)	any fixed or minimum premium payable on the repayment or redemption of any instrument referred to in clause (c) above; plus



 


		(h)	the outstanding principal amount of any indebtedness of any person of a type referred to in the above clauses of this definition
which is the subject of a guarantee given by the Company to the extent that such guaranteed indebtedness is determined and given
a value in respect of the Company on a consolidated basis in accordance with U.S. GAAP; less



 


		(i)	Cash and Cash Equivalents; less



 


		(j)	Non-Recourse Liabilities.



 


Notwithstanding the foregoing, “Total
Borrowings” shall not include any of the following:


 


		(a)	indebtedness or obligations arising from derivative transactions, such as protecting against interest rate or currency fluctuations;



 


		(b)	indebtedness under any vessel construction or ship purchase agreement (including novation and assignment and assumption agreements)
that the Company is required to record on its books under U.S. GAAP even though the Company is no longer the legal owner of the
vessel or legally obligated to take delivery of the vessel;



 


		(c)	preferred or prepaid revenues;



 




    	 	4	 



     


    

 


		(d)	purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed
obligations of the seller of such asset; and



 


		(e)	any obligations constituting the exercise of appraisal rights and settlements of any claim of actions (whether actual, contingent
or potential) with respect thereto.



 


“U.S. GAAP” means generally
accepted accounting principles in the United States of America.


 


“Voting Stock” of any specified
Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of
the board of directors of such Person.


 


For purposes of the foregoing definitions and
the covenants set forth in Article V of this First Supplemental Indenture, any accounting term, phrase, calculation, determination
or treatment used, required or referred to is to be construed in accordance with U.S. GAAP in effect as of March 31, 2018.


 


Section 1.02. Other Definitions.


 


	
        Term
	
	
        Defined in Section

	“Additional Amounts”	 	7.01(a)
	 	 	 
	“Change of Control”	 	4.01(a)
	 	 	 
	“Change of Control Purchase Date”	 	4.01(a)
	 	 	 
	“Change of Control Purchase Price”	 	4.01(a)
	 	 	 
	“Interest Payment Date”	 	2.04(c)
	 	 	 
	“Maturity Date”	 	2.04(b)
	 	 	 
	“Regular Record Date”	 	2.04(c)
	 	 	 
	“Specified Tax Jurisdiction”	 	7.01(a)
	 	 	 
	“Taxes”	 	7.01(a)


 


Section 1.03. Incorporation by Reference
of Trust Indenture Act.


 


This First Supplemental Indenture is subject
to the mandatory provisions of the Trust Indenture Act, which are incorporated by reference in and made a part of this First Supplemental
Indenture. The following Trust Indenture Act terms have the following meanings:


 




    	 	5	 



     


    

 


“Commission” means the SEC.


 


“indenture securities” means the
Notes.


 


“indenture security holder” means
a Holder.


 


“indenture to be qualified” means
this First Supplemental Indenture.


 


“indenture trustee” or “institutional
trustee” means the Trustee.


 


“obligor” on the indenture securities
means the Company and any other obligor on the indenture securities.


 


All other Trust Indenture Act terms used in
this First Supplemental Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another
statute or defined by Commission rules promulgated under the Trust Indenture Act have the meanings assigned to them by such definitions.


 


ARTICLE
II



APPLICATION OF SUPPLEMENTAL INDENTURE

AND CREATION, FORMS, TERMS AND CONDITIONS OF NOTES


 


Section 2.01. Application
of this First Supplemental Indenture. Notwithstanding any other provision of this First Supplemental Indenture, the provisions
of this First Supplemental Indenture, including the covenants set forth herein, are expressly and solely for the benefit of the
Holders of the Notes. The Notes constitute a separate series of Securities as provided in Section 3.1 of the Indenture.


 


Section 2.02. Creation
of the Notes. In accordance with Section 3.1 of the Indenture, the Company hereby creates the Notes as a separate series of
its Securities issued pursuant to the Indenture. The Notes shall be issued initially in an aggregate principal amount of up to
$28,750,000.


 


Section 2.03. Global
Notes. The Notes shall each be issued in the form of a global Security, duly executed by the Company and authenticated by the
Trustee, which shall be deposited with the Trustee as custodian for the Depository and registered in the name of “Cede &
Co.,” as the nominee of the Depository. The Depository Trust Company initially shall serve as Depository for the Notes. So
long as the Depository, or its nominee, is the registered owner of a global Security, the Depository or its nominee, as the case
may be, shall be considered the sole owner or Holder of the Notes represented by such global Security for all purposes under the
Indenture and under such Notes. Ownership of beneficial interests in such global Security shall be shown on, and transfers thereof
will be effective only through, records maintained by the Depository or its nominee (with respect to beneficial interests of participants)
or by participants or Persons that hold interests through participants (with respect to beneficial interests of beneficial owners).


 




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Section 2.04. Terms
and Conditions of the Notes.


 


The Notes shall be governed by all the terms
and conditions of the Indenture, as supplemented by this First Supplemental Indenture. In particular, the following provisions
shall be terms of the Notes:


 


(a)       Title
and Conditions of the Notes. The title of the Notes shall be as specified in the Recitals; and the aggregate principal amount
of the Notes shall be unlimited.


 


(b)       Stated
Maturity. The Notes shall mature, and the principal of the Notes shall be due and payable in U.S. dollars to the Holders thereof,
together with all accrued and unpaid interest thereon, on June 30, 2023 (the “Maturity
Date”).


 


(c)       Payment
of Principal and Interest; Additional Amounts. The Notes shall bear interest at 8.50% per
annum, from and including May 31, 2018, or from the most recent Interest Payment Date (as
defined hereafter) on which interest has been paid or provided for until the principal thereof becomes due and payable, and on
any overdue principal. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Interest
on the Notes shall be payable quarterly in arrears in U.S. dollars on March 30, June 30, September 30 and December 30 of
each year, commencing on September 30, 2018 (each such date, an “Interest Payment
Date” for the purposes of the Notes issued under this First Supplemental Indenture). Payments of interest shall be made
to the Person in whose name a Note (or predecessor Note) is registered at the close of business on March 15, June 15, September
15 or December 15 (whether or not that date is a Business Day), as the case may be, immediately
preceding such Interest Payment Date (each such date, a “Regular Record Date” for the purposes of the Notes
issued under this First Supplemental Indenture). All payments in respect of the Notes shall include Additional Amounts as and to
the extent set forth in Article VII of this First Supplemental Indenture. 


 


(d)       Registration
and Form; Denomination. The Notes shall be issuable as registered securities as provided in Section 2.03 of this Article II.
The form of the Notes shall be as set forth in Exhibit A attached hereto, which is incorporated herein by reference.
The Notes shall be issued and may be transferred only in minimum denomination of $25.00 and integral multiples of $25.00 in excess
thereof. 


 


(e)       Defeasance
and Discharge; Covenant Defeasance. The provisions for defeasance and discharge in Section 13.2 of the Indenture, and
the provisions for covenant defeasance in Section 13.3 of the Indenture, shall be applicable to the Notes. If the Company
shall effect a covenant defeasance of the Notes pursuant to Section 13.3 of the Indenture, (1) the Company shall cease to have
any obligation to comply with the covenants and agreements set forth in Articles IV and V of this First Supplemental Indenture
and Section 7.4 of the Indenture and (2) the Events of Default set forth in Sections 5.1(5) and 5.1(6) of the Indenture (but
only with respect to Significant Subsidiaries), the Event of Default set forth in Section 6.01(c) of this First Supplemental Indenture
and the Event of Default set forth in Section 5.1(7) of the Indenture, shall no longer constitute Events of Default for purposes
of the Notes.


 




    	 	7	 



     


    

 


(f)       Further
Issuance. Notwithstanding anything to the contrary contained herein or in the Indenture, the Company may, from time to time,
without the consent of or notice to the Holders, create and issue further securities having the same interest rate, maturity and
other terms (except for the issue date, the public offering price and the first Interest Payment Date) as, ranking equally and
ratably with, the Notes. Additional Notes issued in this manner shall be issued under a separate
CUSIP or ISIN number unless such additional Notes are issued pursuant to a “qualified reopening” of the original Notes,
are otherwise treated as part of the same “issue” of debt instruments as the original Notes or both the original Notes
and the additional Notes are issued with no more than a de minimis amount of original discount, in each case for
United States federal income tax purposes. No such additional securities may be issued if an Event of Default has occurred and
is continuing with respect to the Notes.


 


(g)       Redemption.
The Notes will be redeemable by the Company at its option prior to maturity as set forth in Sections 3.01 and 3.02
of this First Supplemental Indenture.


 


(h)       Sinking
Fund. The Notes are not entitled to any sinking fund.


 


(i)       Other
Terms and Conditions. The Notes shall have such other terms and conditions as provided in the form thereof attached as Exhibit A
hereto.


 


ARTICLE
III



REDEMPTION


 


Section 3.01. Optional
Redemption for Changes in Withholding Taxes. The Company may redeem the Notes, at its option, at any time in whole but not
in part, upon not less than 30 nor more than 60 days’ notice (which notice will be irrevocable), at a Redemption Price equal
to 100% of the outstanding principal amount of Notes, plus accrued and unpaid interest (if any) to, but not including, the applicable
Redemption Date and all Additional Amounts (if any) then due and which will become due on the applicable Redemption Date (subject
to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date and
Additional Amounts (if any) in respect thereof), in the event that the Company determines in good faith that the Company has become
or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, Additional Amounts
and such obligation cannot be avoided by taking reasonable measures available to the Company (including making payment through
a Paying Agent located in another jurisdiction), as a result of:


 




    	 	8	 



     


    

 


(a)       a
change in or an amendment to the laws (including any regulations or rulings promulgated thereunder) of any Specified Tax Jurisdiction
affecting taxation, which change or amendment is announced or becomes effective on or after the date of the Indenture; or


 


(b)       any
change in or amendment to any official position of a taxing authority in any Specified Tax Jurisdiction regarding the application,
administration or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent
jurisdiction), which change or amendment is announced or becomes effective on or after the date of the Indenture.


 


Notwithstanding the foregoing, no such notice
of redemption for changes in withholding taxes may be given earlier than 60 days prior to the earliest date on which the Company
would be obligated to pay Additional Amounts if a payment in respect of the Notes were then due. Before the Company publishes,
mails or delivers notice of redemption of the Notes, the Company will deliver to the Trustee and Paying Agent (a) an Officers’
Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that
the conditions precedent to the right of the Company to so redeem have occurred and (b) an opinion of independent legal counsel
of recognized standing that the Company has or will become obligated to pay Additional Amounts as a result of the circumstances
referred to in clause (1) or (2) of the preceding paragraph.


 


The Trustee and Paying Agent will accept and
will be entitled to conclusively rely upon the Officers’ Certificate and opinion as sufficient evidence of the satisfaction
of the conditions precedent described above, in which case they will be conclusive and binding on the Holders.


 


Except to the extent inconsistent with the foregoing,
all provisions of Article XI of the Indenture shall apply to any redemption pursuant to this Section 3.01.


 


Section 3.02. Optional
Redemption. The Company may redeem the Notes at its option, in whole or in part, at any time on or after June 30, 2020, upon
not less than 30 nor more than 60 days’ prior notice, at a Redemption Price equal to 100% of their principal amount, plus
accrued and unpaid interest to, but not including, the Redemption Date. Article XI of the Indenture shall apply to any such redemption
of the Notes.


 


Section 3.03. Partial
Optional Redemption. If fewer than all of the Notes are to be redeemed, the particular Notes to be redeemed shall be selected
(i) on a pro rata basis or such other method as required by the applicable procedures of the depositary (if the Notes are
global Securities), or (ii) if there are no such requirements of the depositary, on a pro rata basis or such other method
as may be required by applicable stock exchange rules.


 


Section 3.04. Open
Market Repurchases. Notwithstanding any provision hereunder or in the Indenture to the contrary, the Company and its Affiliates
may purchase Notes from investors who are willing to sell from time to time, either in the open market at prevailing prices or
in private transactions at negotiated prices. Notes that the Company or any of its Affiliates purchase may, at the Company’s
discretion, be held, resold or canceled.


 




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ARTICLE
IV



CHANGE OF CONTROL


 


Section 4.01. Change
of Control.


 


(a)       If
a Change of Control occurs at any time, Holders will have the right, at their option, to require the Company to purchase for cash
any or all of the Notes, or any portion of the principal amount thereof, that is equal to $25 or an integral multiple of $25. The
price the Company is required to pay (the “Change of Control Purchase Price”) is equal to 101% of the principal
amount of the Notes to be purchased plus accrued and unpaid interest to but excluding the Change of Control Purchase Date (unless
the Change of Control Purchase Date is after a record date and on or prior to the interest payment date to which such record date
relates, in which case the Company will instead pay the full amount of accrued and unpaid interest to the Holder on such record
date and the Change of Control Purchase Price will be equal to 101% of the principal amount of the Notes to be purchased). The
“Change of Control Purchase Date” will be a date specified by the Company that is not less than 20 or more than
35 calendar days following the date of the Change of Control notice as described below. Any Notes purchased by the Company will
be paid for in cash. A “Change of Control” will be deemed to have occurred at the time after the Notes are originally
issued if


 


		(1)	any “Person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), is or becomes the “Beneficial
Owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (1) such Person
shall be deemed to have “Beneficial Ownership” of all shares that any such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total
voting power of the Voting Stock of the Company;



 


		(2)	the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company,
or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person other
than a transaction following which, in the case of a merger or consolidation transaction, holders of securities that represented
100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are
converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power
of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and
in substantially the same proportion as before the transaction;



 




    	 	10	 



     


    

 


		(3)	Continuing Directors cease to constitute at least a majority of the Board of Directors; or



 


		(4)	after the Notes are initially listed on the New York Stock Exchange or another national securities exchange, the Notes fail,
or at any point cease, to be listed on the New York Stock Exchange or such other national securities exchange. For the avoidance
of doubt, it shall not be a Change of Control if after the Notes are initially listed on the New York Stock Exchange or another
national securities exchange, such Notes are subsequently listed on a different national securities exchange and the prior listing
is terminated.



 


(b)       On
or before the 20th day after the occurrence of a Change of Control, the Company will provide to all Holders and the Trustee and
Paying Agent a notice of the occurrence of the Change of Control and of the resulting purchase right. Such notice shall state,
among other things: (i) the events causing a Change of Control; (ii) the date of the Change of Control; (iii) the last date on
which a Holder may exercise the repurchase right; (iv) the Change of Control Purchase Price; (v) the Change of Control Purchase
Date; (vi) the name and address of the Paying Agent; and (vii) the procedures that Holders must follow to require the Company to
purchase their Notes.


 


(c)       Simultaneously
with providing such notice, the Company will publish a notice containing this information in a newspaper of general circulation
in The City of New York or publish the information on the Company’s website or through such other public medium as the Company
may use at that time.


 


(d)       To
exercise the Change of Control purchase right, Holders must deliver, on or before the Business Day immediately preceding the Change
of Control Purchase Date, the Notes to be purchased, duly endorsed for transfer, together with a written purchase notice and the
form entitled “Option of Holder to Elect Purchase” on the reverse side of the Notes duly completed, to the Paying Agent.
The purchase notice must state: (i) if certificated, the certificate numbers of the Notes to be delivered for purchase or if not
certificated, the notice must comply with appropriate Depository procedures; (ii) the portion of the principal amount of Notes
to be purchased, which must be $25 or a multiple thereof; and (iii) that the Notes are to be purchased by the Company pursuant
to the applicable provisions of the Notes and the Indenture.


 


(e)       Holders
may withdraw any purchase notice (in whole or in part) by a written notice of withdrawal delivered to the Paying Agent prior to
the close of business on the Business Day immediately preceding the Change of Control Purchase Date. The notice of withdrawal shall
state: (i) the principal amount of the withdrawn Notes; (ii) if certificated Notes have been issued, the certificate numbers of
the withdrawn Notes, or if not certificated, the notice must comply with appropriate Depository procedures; and (iii) the principal
amount, if any, which remains subject to the purchase notice.


 




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(f)       On
each Change of Control Purchase Date, the Company will, to the extent lawful, (i) accept for payment all Notes or portions of Notes
properly tendered pursuant to the applicable Change of Control offer made by the Company, (ii) deposit with the Paying Agent at
least one Business Day prior to an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of
Notes properly tendered pursuant to the applicable Change of Control offer made by the Company and (iii) deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal
amount of Notes or portions of Notes being repurchased. If the Paying Agent holds money or securities sufficient to pay the Change
of Control Purchase Price of the Notes on the Change of Control Purchase Date, then: (i) the Notes will cease to be outstanding
and interest, including any Additional Amount, if any, will cease to accrue (whether or not book-entry transfer of the Notes is
made or whether or not the Notes are delivered to the Paying Agent); and (ii) all other rights of the Holder will terminate (other
than the right to receive the Change of Control Purchase Price).


 


(g)       In
connection with any purchase offer pursuant to a Change of Control purchase notice, the Company will, if required, comply with
the provisions of the tender offer rules under the Exchange Act that may then be applicable. To the extent that the provisions
of any such securities laws or regulations conflict with the Change of Control provisions of the Notes, the Company will comply
with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of
Control provisions of the Notes by virtue of such conflicts.


 


(h)       No
Notes may be purchased at the option of Holders upon a Change of Control if the principal amount of the Notes has been accelerated,
and such acceleration has not been rescinded, on or prior to such date.


 


ARTICLE
V



COVENANTS


 


The covenants set forth in this Article V
shall be applicable to the Company in addition to the covenants in Article X of the Indenture, which shall in all respects
be applicable in respect of the Notes.


 


Section 5.01. Limitation
on Borrowings.


 


The Company shall not permit Total Borrowings
to equal or exceed 70% of Total Assets.


 


Section 5.02. Limitation on Minimum Net Worth.


 


The Company shall ensure that its Net Worth
always exceeds six hundred million U.S. dollars ($600,000,000).


 




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Section 5.03. Reports.


 


During the period that any Cross Default exists,
at the request of any Holder, the Company shall provide, to the extent that it is not prevented or restricted from doing so by
the provisions of any relevant Credit Facility, to such Holder any report or other information that is provided to any lender or
other financier under the Credit Facility giving rise to the Cross Default. As a condition to the receipt of such report or other
information, such Holder must agree not to disclose such report or information to any third party or to purchase or sell any of
the Company’s securities on the basis of any material, nonpublic information included in such report or other information.


 


Section 5.04. Restricted Payments.


 


The Company will not, nor will the Company permit
any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a)
the Company may make Restricted Payments payable solely in equity interests issued by the Company and not in cash, (b) a Subsidiary
of the Company may make Restricted Payments in cash to the Company or another Subsidiary of the Company and in each case to other
owners of the equity of such Subsidiary on a pro rata basis and (c) the Company may make any other Restricted Payments in cash
in accordance with applicable law so long as after giving effect thereto no Default has occurred and is continuing and no Default
will result therefrom.


 


Section 5.05. Line
of Business.


 


The primary business of the Company and its
Subsidiaries, taken as a whole, shall be the direct or indirect ownership, management, operation, leasing or chartering of vessels
for the transportation or storage of crude oil, refined petroleum products, chemicals and liquefied natural gas, for use for floating
production, storage and offtake or floating storage and offtake and for any business incidental thereto


 


Section 5.06. Fundamental
Changes.


 


The Company will not, nor will the Company permit
any of its Subsidiaries (other than an Immaterial Subsidiary) to, merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with the Company or its Subsidiaries, or sell, transfer, lease (other than leases and
charters in the ordinary course of business) or otherwise dispose of (in one transaction or in a series of transactions) all or
any substantial part of the assets of the Company, or all or any substantial part of the stock of any of its Subsidiaries (in each
case, whether now owned on the date of the Indenture or thereafter acquired), or liquidate or dissolve, except that, if at the
time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:


 


		(1)	any Subsidiary may merge into the Company in a transaction in which the Company is the surviving corporation;



 




    	 	13	 



     


    

 


		(2)	any Subsidiary may merge into any other Subsidiary in a transaction in which the Company’s consolidated ownership interest
percentage in the surviving Subsidiary is no less than the Company’s consolidated ownership interest percentage in either
predecessor entity;



 


		(3)	any Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or to another Subsidiary;



 


		(4)	any Subsidiary may liquidate or dissolve if the Board of Directors determines in good faith that such liquidation or dissolution
is in the best interest of the Company and is not materially disadvantageous to the Holders;



 


		(5)	the Company and any Subsidiary may sell, transfer or otherwise dispose of any of the Company or its Subsidiaries’ assets,
including equity interests in any of its Subsidiaries, (in the ordinary course of business or otherwise) in any transaction or
series of transactions so long as (A) the aggregate market value of all assets so sold, transferred, leased or otherwise disposed
of under this clause (5) during any fiscal year does not exceed 25% of the aggregate market value of all of the Company and its
Subsidiaries’ assets on the last day of the immediately preceding fiscal year and (B) the Company receives, or the relevant
Subsidiary receives, consideration at the time of such sale, transfer, lease or other disposition at least equal to the fair market
value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors, of the
assets subject to such sale, transfer, lease or other disposition;



 


		(6)	the Company and any of its Subsidiaries may enter into any sale, transfer or disposition that is followed by the leasing back
of the asset sold, transferred or disposed of; and



 


		(7)	so long as no Default or Change of Control would result therefrom, the Company and any of its Subsidiaries may acquire the
assets or interests of any Person, by way of merger or consolidation, so long as, after taking into account such acquisition, the
transportation or storage of crude oil, refined petroleum products, chemicals and liquefied natural gas, for use for floating production,
storage and offtake or floating storage and offtake and for any business incidental thereto constitute at least 51% of the Company’s
consolidated total assets.



 


Section 5.07. Compliance Measurement.


 


Compliance with the covenants in this Article V
shall be measured on the last day of each of the Company’s fiscal quarters, commencing June 30, 2018. Within 60 days after
the end of the first three fiscal quarters each fiscal year and within 120 days after the end of each fiscal year, the Company
shall deliver to the Trustee an Officers’ Certificate confirming compliance with each of the covenants in this Article V.
Each such Officers’ Certificate will be made available to the Holders of the Notes upon request to the Trustee. The Company
shall mail, within 10 Business Days of the discovery thereof, to all Holders of the Notes and Trustee, notice of any Default in
compliance with the covenants in this Article V.


 




    	 	14	 



     


    

 


ARTICLE
VI



EVENTS OF DEFAULT


 


Section 6.01. Additional
Events of Default. In addition to the Events of Default in Article V of the Indenture, the following shall be Events of
Default with respect to the Notes:


 


(a)       failure
by the Company to perform or comply with the provisions of Article VIII of the Indenture (as amended by Article VIII of this First
Supplemental Indenture) relating to mergers and similar events;


 


(b)       failure
by the Company to provide notice of a Change of Control or to repurchase Notes tendered for repurchase following the occurrence
of a Change of Control in conformity with the covenant set forth in Article IV of this First Supplemental Indenture; and


 


(c)       one
or more judgments, decrees, verdicts, consent orders, consent decrees, writs, declarations or injunctions (“Orders”)
for the payment of money in an aggregate amount of $35.0 million or more that are not covered by insurance from an unaffiliated
insurance company with an A.M. Best financial strength rating of at least A- (it being understood that even if such amounts are
covered by insurance from such an insurance company, such amounts shall count if responsibility for such amounts has been denied
by such insurance company or such insurance company has not been properly notified of such amounts) shall be rendered against the
Company or any subsidiary and remains undischarged, unvacated or unbonded for a period of 60 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon properties of the Company
or any subsidiary to enforce any such Order.


 


Section 6.02. Default Rate. After the
occurrence of (i) any Default with respect to clause (1) or (2) of the definition of “Events of Default” in Section
5.1 of the Indenture or (ii) any Event of Default, Holders will have the right to receive additional interest on the Notes at an
annual rate equal to 2.00% per annum (the “Default Rate”) of the outstanding principal amount of the Notes for
each day beginning on, and including, the date on which such Default or Event of Default, as applicable, first occurs and on which
such Default or Event of Default, as applicable, is continuing. This additional interest will be payable in arrears on the same
dates and in the same manner as regular interest on the Notes.


 




    	 	15	 



     


    

 


Section 6.03. Reporting Default. At the
Company’s election, the sole remedy under the Indenture for an Event of Default relating to (i) the Company’s failure
to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that it is required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or (ii) the failure to comply with its annual and
quarterly reporting obligations to the Trustee and the Commission, as described in, will, after the occurrence of such an Event
of Default, consist exclusively of the right to receive additional interest on the Notes at an annual rate equal to (i) 0.25% per
annum of the outstanding principal amount of the Notes for each day during the 90-day period beginning on, and including, the date
on which such Event of Default first occurs and on which such Event of Default is continuing; and (ii) 0.50% per annum of the outstanding
principal amount of the Notes for each day during the 90-day period beginning on, and including, the 91st day following, and including
the date on which such Event of Default first occurs and on which such Event of Default is continuing. In the event the Company
do not elect to pay the additional interest upon an Event of Default in accordance with this paragraph, the Notes will be subject
to acceleration as provided in Section 5.2 of the Indenture. This additional interest will be payable in arrears on the same dates
and in the same manner as regular interest on the Notes. On the 181st day after such Event of Default first occurs (if not waived
or cured prior to such 181st day), such additional interest will cease to accrue and the Notes will be subject to acceleration
as provided above. The provisions of this Section 6.03 will not affect the rights of Holders in the event of the occurrence of
any other Events of Default.


 


In order to elect to pay additional interest
as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the failure to comply with
the reporting obligations in accordance with the immediately preceding paragraph, the Company must notify all Holders and the Trustee
and Paying Agent of such election on or before the close of business on the fifth Business Day prior to the date on which such
Event of Default would otherwise occur. Upon the Company’s failure to timely give such notice or pay additional interest,
the Notes will be immediately subject to acceleration as provided in Section 5.2 of the Indenture.


 


ARTICLE
VII


 


ADDITIONAL AMOUNTS


 


Section 7.01. Additional Amounts.


 


(a)       All
payments made by or on behalf of the Company under or with respect to the Notes will be made free and clear of and without withholding
or deduction for, or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including
penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) unless the withholding or deduction
of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or
on behalf of the government of the Republic of the Marshall Islands or any political subdivision or any authority or agency therein
or thereof having power to tax, or any other jurisdiction in which the Company (including any successor entity) is organized or
is otherwise resident for tax purposes, or any jurisdiction from or through which payment is made by the Company or its agent (including,
without limitation, the jurisdiction of each Paying Agent) (each a “Specified Tax Jurisdiction”), will at any
time be required to be made from any payments made under or with respect to the Notes. The Company will pay such additional amounts
(the “Additional Amounts”) as may be necessary so that the net amount received in respect of such payments by
a Holder (including Additional Amounts) after such withholding or deduction will not be less than the amount such Holder would
have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to
pay Additional Amounts does not apply to:


 




    	 	16	 



     


    

 


(1)       any
Taxes that would not have been so imposed but for the Holder or beneficial owner of the Notes having any present or former connection
with the Specified Tax Jurisdiction including any such connection arising as a result of such Holder or beneficial owner (i) being
organized under the laws of, or otherwise being or having been a domiciliary, citizen, resident or national thereof, (ii) being
or having been engaged in a trade or business therein, (iii) having or having had its principal office located therein, (iv) maintaining
a permanent establishment therein, (v) being or having been physically present therein, or (vi) otherwise having or having had
some connection with the Specified Tax Jurisdiction (other than, in each case, any present or former connection arising as a result
of the mere acquisition, ownership, holding, enforcement or receipt of payment in respect of the Notes);


 


(2)       any
estate, inheritance, gift, sales, excise, transfer, personal property tax or similar tax, assessment or governmental charge;


 


(3)       any
Taxes payable other than by deduction or withholding from payments under, or with respect to, the Notes;


 


(4)       any
Taxes imposed that would not have been imposed but for a failure of the Holder or beneficial owner to comply with a written request
of the Company or its agent addressed to the Holder to timely provide any applicable certification, documentation, information
or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Specified Tax Jurisdiction
of the Holder or beneficial owner of a Note if such compliance is required as a precondition to relief or exemption from such Taxes;


 


(5)       any
Taxes that would not have been so imposed but for the beneficiary of the payment having presented a Note for payment (in cases
in which presentation is required) more than 30 days after the date on which such payment or such Note became due and payable or
the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been
entitled to Additional Amounts had the Note been presented on the last day of such 30-day period);


 




    	 	17	 



     


    

 


(6)       any
Taxes imposed on or with respect to any payment by the Company to the Holder if such Holder is a fiduciary or partnership or Person
other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary,
a member of such partnership or the beneficial owner of such payment would not have been entitled to Additional Amounts had such
beneficiary, settlor, member or beneficial owner been the actual Holder of such Note;


 


(7)       any
Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”),
as of the issue date of the Notes (or any amended or successor version that is substantively comparable and not materially more
onerous to comply with), or any U.S. Treasury Regulations promulgated thereunder or official administrative interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code or any fiscal or regulatory legislation, rules or practices
adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the
Code; or


 


(8)       any
combination of items (1) through (7) above.


 


(b)       If
the Company becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect
to the Notes, the Company will deliver to the Trustee and Paying Agent at least 30 days prior to the date of that payment (unless
the obligation to pay Additional Amounts arises after the 30th day prior to that payment date, in which case the Company will notify
the Trustee and Paying Agent promptly thereafter but in no event later than two Business Days prior to the date of payment) an
Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount so payable. The Officers’
Certificate shall also set forth any other information necessary to enable the Paying Agent to pay Additional Amounts to Holders
on the relevant payment date. The Trustee and Paying Agent will be entitled to rely solely on such Officers’ Certificate
as conclusive proof that such payments are necessary. The Company will provide the Trustee and Paying Agent with documentation
reasonably satisfactory to the Trustee and Paying Agent evidencing the payment of Additional Amounts.


 


(c)       The
Company will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the relevant
governmental authority on a timely basis in accordance with applicable law. As soon as practicable, the Company will provide the
Trustee and Paying Agent with an official receipt or, if official receipts are not obtainable, other documentation reasonably satisfactory
to the Trustee and Paying Agent evidencing the payment of the Taxes so withheld or deducted. Upon written request, copies of those
receipts or other documentation, as the case may be, will be made available by the Trustee and Paying Agent to the Holders of the
Notes.


 




    	 	18	 



     


    

 


(d)       Whenever
in the Indenture, this First Supplemental Indenture or the Notes there is referenced, in any context, the payment of amounts based
upon the principal amount of the Notes or of principal, interest or any other amount payable under, or with respect to, the Notes,
such reference will be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof.


 


(e)       The
Company will pay any present or future stamp, court, issuer, registration or documentary taxes or any other excise or property
taxes, charges or similar levies that arise in any Specified Tax Jurisdiction from the execution, delivery, enforcement or registration
of the Notes, the Indenture or any other document or instrument in relation thereof, or the receipt of any payments with respect
to the Notes, and the Company will indemnify the Holders for any such taxes paid by such Holders.


 


Section 7.02. Obligations to Survive.
The obligations described in Section 7.01 of this First Supplemental Indenture will survive any termination, defeasance or
discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor person to the Company
is organized or any political subdivision or authority or agency thereof or therein.


 


ARTICLE
VIII


 


Consolidation,
Merger, Conveyance, transfer or lease


 


Section 8.01. Company May Consolidate, Etc.
Only on Certain Terms. Solely for purposes of the Notes, the following shall replace in its entirety clause (1) of Section 8.1
of the Indenture:


 


“(1)the successor Person is a corporation
organized and existing under the laws of the Republic of the Marshall Islands, the Cayman Islands, the United States, any State
of the United States or the District of Columbia, the Commonwealth of the Bahamas, the Commonwealth of Bermuda, the British Virgin
Islands or any Member State of the European Union and expressly assumes, by supplemental indenture, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on
all the Notes and the performance or observation of every covenant of this First Supplemental Indenture and the Indenture on the
part of the Company to be performed or observed;”


 




    	 	19	 



     


    

 


ARTICLE
IX


 


MISCELLANEOUS


 


Section 9.01. Ratification
of Indenture.


 


This First Supplemental Indenture is executed
and shall be constructed as an indenture supplement to the Indenture, and as supplemented and modified hereby, the Indenture is
in all respects ratified and confirmed, and the Indenture and this First Supplemental Indenture shall be read, taken and constructed
as one and the same instrument.


 


Section 9.02. Conflict
with Trust Indenture Act.


 


If any provision of this First Supplemental
Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part
of and govern this First Supplemental Indenture, the latter provision shall control. If any provision of this First Supplemental
Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, such provision shall
be deemed to apply to this First Supplemental Indenture as so modified or to be excluded, as the case may be.


 


Section 9.03. Notices,
Etc. to Trustee and Company; Notice to Holders; Waiver.


 


All notices and other communications shall be
given as provided in Section 1.5 and 1.6 of the Indenture.


 


Section 9.04. Governing
Law; Waiver of Jury Trial; Consent to Jurisdiction.


 


This First Supplemental Indenture and the Notes
shall be governed by and construed in accordance with the laws of the State of New York (including but not limited to N.Y. General
Obligations Law Section 5-1401 and any successor statute thereto).


 


Each of the Company and the Trustee, and each
Holder by its acceptance thereof, hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right
it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to the Indenture, this First
Supplemental Indenture, the Notes or the transactions contemplated hereby or thereby.


 


Each of the Company and the Trustee irrevocably
consents and submits, for itself and in respect of any of its assets or property, to the nonexclusive jurisdiction of any court
of the State of New York or any United States court sitting, in each case, in the Borough of Manhattan, The City of New York, New
York, United States of America, and of any appellate court in respect thereof in any suit, action or proceeding that may be brought
in connection with the Indenture, this First Supplemental Indenture or the Notes, and waives any immunity from the jurisdiction
of such courts. Each of the Company and the Trustee irrevocably waives, to the fullest extent permitted by law, any objection to
any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or
on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. Each of the Company and the Trustee
agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in
such a court shall be conclusive and binding upon the Company and the Trustee, respectively, and the Company waives, to the fullest
extent permitted by law, any objection to the enforcement by any competent court in the Company’s jurisdiction of organization
of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding.


 




    	 	20	 



     


    

 


Section 9.05. Successors
and Assigns.


 


All covenants and agreements in this First Supplemental
Indenture and the Notes by the Company shall bind its successors and assigns, whether so expressed or not.


 


Section 9.06. Separability
Clause. 


 


In case any provision in this First Supplemental
Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired by such invalid, illegal, or unenforceable provision.


 


Section 9.07. Counterparts.


 


This First Supplemental Indenture may be executed
in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.


 


Section 9.08. Effect
of Headings.


 


The Article and Section headings of this First
Supplemental Indenture are for convenience only and shall not affect the construction of this First Supplemental Indenture.


 


Section 9.09. Trustee
Not Responsible for Recitals or Issuance of Notes.


 


The recitals contained herein and in the Notes,
except the Trustee’s certificate of authentication, shall be taken as the statements of the Company, and the Trustee or any
Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this First Supplemental Indenture or of the Notes. The Trustee or any Authenticating Agent shall not be accountable
for the use or application by the Company of Notes or the proceeds from such Notes. The Trustee shall not be responsible to make
any calculation with respect to any matter under this First Supplemental Indenture. The Trustee shall have no duty to monitor or
investigate the Company’s compliance with or the breach of, or cause to be performed or observed, any representation, warranty,
or covenant, or agreement of any Person, other than the Trustee, made in this First Supplemental Indenture.


 




    	 	21	 



     


    

 


IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	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


 


 


 




     


     


    

 


	 	TRUSTEE:
	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	 	By: 	/s/ Laurence J. O’Brien
	 	 	Name:	Laurence J. O’Brien
	 	 	Title:	Vice President


 


 


 




     


     


    

 


EXHIBIT A


 


FORM OF NOTE


 


THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY (AS DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS
NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM,
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY A NOMINEE OF THE DEPOSITORY
TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY, OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY.


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


CUSIP NO. 46032V 106

ISIN NO. US46032V1061


 


INTERNATIONAL SEAWAYS, INC.



8.50% SENIOR NOTE DUE 2023





	$	No.:        


 


INTERNATIONAL SEAWAYS, INC., a Marshall Islands
corporation (hereinafter called the “Company”, which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to [●] / [insert if Global Security: Cede & Co.], or registered
assigns, the principal sum [of $[●] ([●] DOLLARS)] [insert if Global Security: set forth on Schedule I annexed hereto]
on June 30, 2023, and to pay interest thereon from May 31, 2018 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, quarterly on March 30, June 30, September 30 and December 30 of each year, commencing on September
30, 2018, at the rate of 8.50% per annum, until the principal hereof is paid or made available for payment. Interest on this Note
shall be computed on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date or the Maturity Date falls
on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date
such payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment
Date or the Maturity Date, as the case may be, to such next Business Day. The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more
predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be March 15,
June 15, September 15 or December 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Any such interest which is payable but not punctually paid or duly provided for on any Interest Payment Date shall forthwith
cease to be payable to the registered Holder hereof on the relevant Regular Record Date by virtue or having been such Holder, and
may be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on
a subsequent special record date (which shall be at least 10 days before the payment date) for the payment of such defaulted
interest to be fixed by the Company, notice whereof shall be given to the Holders of Notes of this series not less than 10 days
prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture.


 




    	 	Exhibit A - Page 1	 



     


    

 


Payment of the principal of and interest on
this Note (including, without limitation, any purchase price relating to a Change of Control) will be made at the office or agency
of the Company maintained for that purpose in The Borough of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of public and private debts; provided, however,
that, at the option of the Company, interest may be paid by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register; provided, further, that payment to DTC or any successor depository
may be made by wire transfer to the account designated by DTC or such successor depository in writing.


 


This Note is one of a duly authorized issue
of securities of the Company designated as its 8.50% Senior Notes due 2023 (herein called the “Notes”), issued
and to be issued in one or more series under an Indenture, dated as of May 31, 2018 (the “Base Indenture”),
between the Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which term includes
any successor trustee under the Indenture), as supplemented by the First Supplemental Indenture, dated May 31, 2018, between the
Company and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms upon which
the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof.


 




    	 	Exhibit A - Page 2	 



     


    

 


If an Event of Default with respect to the
Notes shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect
provided in the Indenture.


 


The Notes are redeemable by the Company at
its option prior to maturity as set forth in Sections 3.01 and 3.02 of the First Supplemental Indenture.


 


The Notes are not subject to any sinking fund.


 


Upon the occurrence of a Change of Control,
each Holder of Notes will have the right to require the Company to purchase all or a portion of such Holder’s Notes at a
purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to but excluding the date
of purchase.


 


The Indenture contains provisions permitting,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Notes of each series issued under the Indenture at any time by the Company and the Trustee
with the written consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding
of each series affected thereby. The Indenture also contains provisions permitting the Holders of specified percentages in aggregate
principal amount of the Notes of any series at the time Outstanding, on behalf of the Holders of all Notes of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders
of this Note and of any Notes issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Note.


 


No reference herein to the Indenture and no
provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Note, at the times, place and rate, and in the coin or currency, herein and in the
Indenture prescribed.


 


As provided in the Indenture and subject to
certain limitations set forth therein and in this Note, the transfer of this Note may be registered on the Security Register upon
surrender of this Note for registration of transfer at the office or agency of the Company maintained for that purpose in any place
where the principal of and interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized
in writing, and thereupon one or more new Notes of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.


 


The Notes are issuable only in registered form
in the denominations of $25 or any integral multiple thereof. As provided in the Indenture and subject to certain limitations set
forth in the Indenture, and in this Note, the Notes are exchangeable for a like aggregate principal amount of Notes of this series
in different authorized denominations, as requested by the Holders surrendering the same.


 




    	 	Exhibit A - Page 3	 



     


    

 


No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith, other than in certain cases provided in the Indenture.


 


Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note
is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.


 


The Indenture contains provisions whereby (i) the
Company may be discharged from its obligations with respect to the Notes (subject to certain exceptions) or (ii) the Company
may be released from its obligations under specified covenants and agreements in the Indenture, in each case if the Company irrevocably
deposits with the Trustee money or U.S. Government Obligations, or a combination thereof, in an amount sufficient, without consideration
of any reinvestment, to pay and discharge the entire indebtedness on all Notes of this series, and satisfies certain other conditions,
all as more fully provided in the Indenture.


 


This Note shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case,
performed in said State.


 


All terms used in this Note without definition
that are defined in the Indenture or the First Supplemental Indenture shall have the meanings assigned to them in the Indenture
or the First Supplemental Indenture, respectively.


 


[Remainder of Page Intentionally
Left Blank]


 




    	 	Exhibit A - Page 4	 



     


    

 


IN WITNESS WHEREOF, the Company has caused this
Note to be duly executed as of the date set forth below.


 


	Date:	 
	 	 
	 	INTERNATIONAL SEAWAYS, INC.
	 	 
	 	By:	      
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:


 




    	 	Exhibit A - Page 5	 



     


    

 


Trustee’s Certificate of Authentication


 


This is one of the Securities of the series
designated therein referred to in the within-mentioned Indenture.


 


	Dated:	 
	 	 
	 	THE BANK OF NEW YORK MELLON,
	 	as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	 	Exhibit A - Page 6	 



     


    

 


ASSIGNMENT FORM


 


FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


 


PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE





	 	 
	 	 
	 	 


 


the within Security and all rights thereunder, hereby irrevocably
constituting and appointing attorney to transfer said Security on the books of the Company, with full power of substitution in
the premises.


 


	Dated:	 	 


 


	Signature:	 	 


 


		NOTICE:	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.



 


Signature Guarantee:


 


SIGNATURE GUARANTEE


 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 




    	 	Exhibit A - Page 7	 



     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Note purchased
by the Company pursuant to Section 4.01 of the First Supplemental Indenture, check the box:


 ̈


 


If you want to elect to have only part of this
Note purchased by the Company pursuant to Section 4.01 of the First Supplemental Indenture, state the amount in principal
amount: $_______________


 


	Dated:  	  	 	Your Signature:  	 
	 	 	 	 	(Sign exactly as your name appears

 on the other side of this Note.)


 


	Signature Guarantee:	    
	 	(Signature must be guaranteed)


 


Signatures must be guaranteed by an “eligible guarantor institution”
meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by
the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 




    	 	Exhibit A - Page 8	 



     


    

 


Schedule I


 


SCHEDULE OF TRANSFERS AND EXCHANGES


 


The initial principal amount of this Global
Security is $[●] [(● DOLLARS)]. The following increases or decreases in principal amount of this Global Security have
been made:


 


	
        Date of
        

Exchange
	 	
        Amount
        of

        Decrease in

        Principal 

Amount of this 

Global Security
	 	
        Amount
        of

        Increase in

        Principal Amount

        of this Global

        Security
	 	
        Principal
        Amount

        of this Global

        Security following

        such Decrease or

        Increase
	 	
        Signature
        of

        Authorized

        Signatory of

        trustee or

        Custodian

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 




    Exhibit A - Schedule I