Consent and Amendment Letter dated March 30, 2021 in respect of the credit agreement dated as of August 9, 2016 and made between, amongst others, (i) NT Suez Holdco LLC as borrower, (ii) the banks and financial institutions named therein as lenders, (iii) Crdit Agricole Corporate and Investment Bank as administrative agent, and (iv) the banks and financial institutions named therein as bookrunners and lead arrangers for a term loan facility in an aggregate principal amount of up to $66,000,000

Exhibit 10.7

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Execution Version

NT SUEZ HOLDCO LLC

33 Benedict Place

Greenwich, CT 06830

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March 30, 2021

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Administrative Agent, Collateral Agent and Lender

12, Place des Etats-Unis – CS 70052

92547 Montrouge Cedex

France

Attention: Clementine Costil

***@***

Copy: George Gkanasoulis /Manon Didier

***@*** / ***@*** / ***@***

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NIBC BANK N.V.

as Lender

Carnegieplein 4

2517 KJ, Den Haag

The Netherlands

Attn: Jan-Willem Schellingerhout / Thomas van Oorschot

***@***

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Re:     Credit Agreement dated August 9, 2016 for a $66,000,000 Loan Facility

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Dear Ladies and Gentlemen:

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We refer to the credit agreement dated as of August 9, 2016 and made between, amongst others, (i) NT Suez Holdco LLC as borrower, (ii) the banks and financial institutions named therein as lenders, (iii) Crédit Agricole Corporate and Investment Bank as administrative agent, and (iv) the banks and financial institutions named therein as bookrunners and lead arrangers for a term loan facility in an aggregate principal amount of up to $66,000,000 (as amended through the date hereof, including by that certain consent letter dated November 27, 2018, the "Credit Agreement").  Words and expressions defined in the Credit Agreement shall have the same meanings when used in this letter (this “Consent and Amendment Letter”) unless otherwise defined.

We refer to our recent discussions in which we advised of the proposed transaction, pursuant to which International Seaways, Inc. (“INSW”) intends to acquire, in a “friendly” transaction, Diamond S Shipping Inc. (“DSSI”) by way of a merger of a newly-formed Marshall Islands corporation wholly-owned by INSW (“Merger Sub”) with and into DSSI, with DSSI 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 DSSI to International Seaways Operating Corporation (“ISOC”). The Merger, contribution of shares to ISOC, the waivers and amendments contemplated by this Consent & Amendment Letter, and all transactions related thereto are referred to herein as the “Transactions”.

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In accordance with the requirements of Section 11.13 (Amendment or Waiver; etc.) of the Credit Agreement, we hereby request consent of the Required Lenders to the following:

In accordance with the requirements of Section 11.13 (Amendment or Waiver; etc.) of the Credit Agreement, we hereby request consent of the Required Lenders to amend and restate the definition of “Change of Control” appearing in Section 1.01 (Defined Terms) of the Credit Agreement as follows:

““Change of Control” shall be deemed to occur on the date on which any of the following first occurs:

(a)[reserved], or

(b)any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the Exchange Act, as in effect on the Closing Date), other than the Permitted Holders, shall have (i) acquired (directly or indirectly) more than 35% of outstanding Equity Interests or voting rights in DSSH or (ii) obtained the power (whether or not exercised) to elect, appoint or remove a majority of DSSH’s managers or board of directors or similar body or executive committee thereof, or

(c)[reserved], or

(d)neither Ross nor Fearnley Advisors AS (each a “Required Party,” and together, the “Required Parties”) continues to act as an investment advisor of TRF, or

(e)any person or group of persons acting in concert (other than the Required Parties and each person directly or indirectly controlled by a Required Party (or either of them)) has acquired control of 50% of Starboard Recovery Associates, L.P., the general partner of TRF.”

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In addition, and following the consummation of the Merger, an amendment will be required to reflect the ownership structure of INSW and its Subsidiaries, after giving effect to the Transactions. In accordance with the requirements of Section 11.13 (Amendment or Waiver; etc.) of the Credit Agreement, we hereby request that clauses (a) and (b) of the definition of “Change of Control” set forth in Section 1.01 (Defined Terms) of the Credit Agreement are amended as follows:

“(a)International Seaways, Inc., a Marshall Islands corporation (“Holdings”) at any time ceases to own, directly or indirectly 100% of the Equity Interests of DSSH or ceases to have the power to vote, or direct the voting of, any such Equity Interests, or

(b)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or group or its respective subsidiaries, and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that, for purposes of this clause, such person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of (x) voting Equity Interests of Holdings representing 50% or more of the voting power of the total outstanding voting Equity Interests of Holdings, (y) 50% or more of the total economic interests of the Equity Interests of Holdings (in either case, taking into account in the numerator all such securities that such person or group has the right to acquire (whether pursuant to an option right or otherwise) and taking into account in the denominator all securities that any person has the right to acquire (whether pursuant to an option right or otherwise)) or (z) the power (whether or not exercised) to elect, appoint or remove a majority of Holdings’ managers or board of directors or similar body or executive committee thereof, or”.

The amendment set forth in this Section 4 shall take effect as of the Closing Date (as defined in that certain Agreement and Plan of Merger, to be dated on or about the date of this Consent & Amendment Letter (the “Merger Agreement”) by and among INSW, Merger Sub and DSSI) (the “Merger Effective Date”), subject to the payment of the fees set forth in Section 5 of this Consent & Amendment Letter.

Please indicate your consent to the waivers and amendments set forth in Section 2, Section 3 and Section 4 of this Consent & Amendment Letter by executing a counterpart page hereto not later than March 30, 2021.

Each Lender which provides their consent will receive a non-refundable consent fee equal to 0.20% of the aggregate principal amount of Loans of such Lender as of the Consent Effective Date (as defined below), which fee will be due and payable on the Merger Effective Date and paid by the Borrower to the Agent for distribution to each such Lender.

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Credit Agreement, as amended by this Consent & Amendment Letter, and the other Credit Documents.

This Consent & Amendment Letter 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 Consent & Amendment Letter by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Consent & Amendment Letter. 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.

The Credit Parties and INSW jointly and severally agree to reimburse the Administrative Agent for all reasonable out of pocket expenses incurred by it in connection with the negotiation, drafting and execution of the definitive documentation formalizing the Required Lenders’ consent and agreement to the waivers requested in paragraph 2 and the amendment requested in paragraph 3 including the reasonable out of pocket fees and disbursements of the Administrative Agent's counsel in connection therewith.

This Letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York.

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CONSENTED TO AND AGREED this ____ day of March, 2021

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CONSENTED TO AND AGREED this ____ day of March, 2021

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Yours faithfully,

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[Signature Page to CACIB 66 Consent Letter]